Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Document Information Line Items | |
Entity Registrant Name | SPHERE 3D CORP. |
Document Type | F-4 |
Amendment Flag | false |
Entity Central Index Key | 0001591956 |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | A6 |
Entity Tax Identification Number | 98-1220792 |
Entity Address, Address Line One | 895 Don Mills Road, Bldg. 2, Suite 900 |
Entity Address, Address Line Two | Toronto |
Entity Address, Country | CA |
Entity Address, Postal Zip Code | M3C 1W3 |
City Area Code | (858) |
Local Phone Number | 571-5555 |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | 500 Seventh Avenue |
Entity Address, Address Line Two | Office 12B101 |
Entity Address, Postal Zip Code | 10018 |
City Area Code | (917) |
Local Phone Number | 566-7046 |
Contact Personnel Name | CCS Global Solutions, Inc. |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 100,521,000 | $ 461,000 | $ 149,000 |
Accounts receivable | 226,000 | 264,000 | 369,000 |
Inventories | 501,000 | 558,000 | 753,000 |
Notes receivable | 2,140,000 | ||
Other current assets | 1,686,000 | 807,000 | 670,000 |
Total current assets | 105,074,000 | 2,090,000 | 1,941,000 |
Notes receivable | 11,386,000 | 3,207,000 | |
Investment in special purpose acquisition company | 5,420,000 | ||
Investment in affiliate | 2,100,000 | 2,100,000 | 2,100,000 |
Property and equipment, net | 2,000 | ||
Intangible assets, net | 13,186,000 | 2,608,000 | 2,301,000 |
Goodwill | 1,385,000 | 1,385,000 | 1,385,000 |
Other assets | 85,300,000 | 443,000 | 677,000 |
Total assets | 223,851,000 | 11,833,000 | 8,406,000 |
Current liabilities: | |||
Accounts payable and accrued liabilities | 2,233,000 | 1,976,000 | 4,113,000 |
Accrued liabilities | 319,000 | 958,000 | 475,000 |
Accrued payroll and employee compensation | 295,000 | 293,000 | 340,000 |
Deferred revenue | 387,000 | 657,000 | 1,069,000 |
Debt | 1,121,000 | ||
Debt, related party | 304,000 | ||
Line of credit | 406,000 | 491,000 | |
Other current liabilities | 5,000 | 90,000 | 158,000 |
Total current liabilities | 3,239,000 | 5,805,000 | 6,646,000 |
Deferred revenue, long-term | 94,000 | 301,000 | 485,000 |
Long-term debt | 672,000 | ||
Other non-current liabilities | 1,046,000 | 46,000 | 35,000 |
Total liabilities | 4,379,000 | 6,824,000 | 7,166,000 |
Commitments and contingencies | |||
Shareholders’ equity: | |||
Preferred stock value | 957,000 | 11,769,000 | 8,444,000 |
Common stock value | 425,860,000 | 192,406,000 | 186,161,000 |
Accumulated other comprehensive loss | (1,787,000) | (1,791,000) | (1,769,000) |
Accumulated deficit | (205,558,000) | (197,375,000) | (191,596,000) |
Total shareholders’ equity | 219,472,000 | 5,009,000 | 1,240,000 |
Total liabilities and shareholders’ equity | 223,851,000 | 11,833,000 | $ 8,406,000 |
Gryphon Digital Mining, Inc. | |||
Current assets: | |||
Cash and cash equivalents | 5,586,000 | 12,000 | |
Accounts receivable | 136,000 | ||
Prepaid expense | 143,000 | 1,000 | |
Digital asset | 6,000 | ||
Total current assets | 5,871,000 | 13,000 | |
Mining equipment, net | 3,630,000 | ||
Deposits | 24,671,000 | ||
Total assets | 34,172,000 | 13,000 | |
Current liabilities: | |||
Accounts payable and accrued liabilities | 618,000 | ||
Notes payable – current portion | 2,046,000 | ||
Total current liabilities | 2,664,000 | ||
Notes payable – long term | 7,954,000 | ||
Convertible notes payable – net | 5,017,000 | ||
Total liabilities | 15,635,000 | ||
Commitments and contingencies | |||
Shareholders’ equity: | |||
Preferred stock value | |||
Series seed preferred stock | |||
Series seed II preferred stock, par value $0.0001, 1,000,000 shares authorized and 260,807 and 0 issued and outstanding, respectively | |||
Common stock value | 2,000 | 1,000 | |
Additional paid-in capital | 32,968,000 | 18,000 | |
Subscription receivable | (28,000) | (4,000) | |
Accumulated deficit | (14,405,000) | (2,000) | |
Total shareholders’ equity | 18,537,000 | 13,000 | |
Total liabilities and shareholders’ equity | $ 34,172,000 | $ 13,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Preferred stock, par value (in Dollars per share) | |||
Preferred stock, shares authorized | Unlimited | Unlimited | Unlimited |
Preferred stock, shares issued | 1,000 | 9,355,778 | 8,443,778 |
Preferred stock, shares outstanding | 1,000 | 9,355,778 | 8,443,778 |
Common stock, par value (in Dollars per share) | |||
Common stock, shares authorized | Unlimited | Unlimited | |
Common stock, shares issued | 59,208,801 | 7,867,186 | 3,850,105 |
Common stock, shares outstanding | 59,208,801 | 7,867,186 | 3,850,105 |
Gryphon Digital Mining, Inc. | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 13,697,777 | 9,550,000 | |
Common stock, shares outstanding | 13,697,777 | 9,550,000 | |
Preferred stock, shares authorized | 13,000,000 | 13,000,000 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Gryphon Digital Mining, Inc. | Seed Preferred Stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 5,110,170 | 0 | |
Preferred stock, shares outstanding | 5,110,170 | 0 | |
Preferred stock, shares authorized | 6,000,000 | 6,000,000 | |
Gryphon Digital Mining, Inc. | Series Seed II Preferred Stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 260,807 | 0 | |
Preferred stock, shares outstanding | 260,807 | 0 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 2 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 2,875,000 | $ 2,791,000 | $ 4,848,000 | $ 5,579,000 | |
Cost of revenue | 1,568,000 | 1,352,000 | 2,599,000 | 3,725,000 | |
Gross profit | 1,307,000 | 1,439,000 | 2,249,000 | 1,854,000 | |
Operating expenses: | |||||
Sales and marketing | 998,000 | 872,000 | 1,255,000 | 1,831,000 | |
Research and development | 803,000 | 947,000 | 1,202,000 | 2,052,000 | |
General and administrative expenses | 6,868,000 | 4,406,000 | 5,471,000 | 3,925,000 | |
Impairment of acquired intangible assets | 286,000 | 70,000 | |||
Operating income/loss | 8,669,000 | 6,225,000 | 8,214,000 | 7,878,000 | |
Loss from operations | (7,362,000) | (4,786,000) | (5,965,000) | (6,024,000) | |
Other income (expense): | |||||
Interest expense, related party | (496,000) | (309,000) | (454,000) | (331,000) | |
Interest expense | (20,000) | (142,000) | (274,000) | (22,000) | |
Other income, net | 918,000 | 2,096,000 | |||
Interest income and other, net | 225,000 | 1,002,000 | |||
Loss before income taxes | (7,653,000) | (4,235,000) | (5,775,000) | (4,281,000) | |
Provision for income taxes | 4,000 | 4,000 | |||
Net loss | (7,653,000) | (4,239,000) | $ (5,779,000) | $ (4,281,000) | |
Dividends on preferred shares | 530,000 | ||||
Net loss available to common shareholders | $ (8,183,000) | $ (4,239,000) | |||
Net loss per share: | |||||
Net loss per share basic and diluted (in Dollars per share) | $ (0.41) | $ (0.81) | $ (0.98) | $ (1.59) | |
Shares used in computing net loss per share: | |||||
Basic and diluted (in Shares) | 20,004,425 | 5,240,003 | 5,884,555 | 2,692,510 | |
Gryphon Digital Mining, Inc. [Member] | |||||
Revenue | $ 136,000 | ||||
Cost of revenue | 35,000 | ||||
Operating expenses: | |||||
General and administrative expenses | 2,000 | 13,682,000 | |||
Loss from operations | (13,607,000) | ||||
Loss before provision for income taxes | (2,000) | (14,403,000) | |||
Other income (expense): | |||||
Interest expense | (299,000) | ||||
Amortization of debt discount | (428,000) | ||||
Total other expense | (796,000) | ||||
Provision for income taxes | |||||
Net loss | $ (2,000) | $ (14,403,000) | |||
Net loss per share: | |||||
Net loss per share basic and diluted (in Dollars per share) | $ (1.09) | ||||
Shares used in computing net loss per share: | |||||
Basic and diluted (in Shares) | 7,387,000 | 13,240,749 | |||
Depreciation expense | $ 26,000 | ||||
Realized gain on disposition of digital asset | 36,000 | ||||
Unrealized loss from impairment of digital asset | (130,000) | ||||
Interest income earned on digital asset | $ 25,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (7,653) | $ (4,239) | $ (5,779) | $ (4,281) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustment | 4 | (31) | (22) | 47 |
Total other comprehensive (loss) income | 4 | (31) | (22) | 47 |
Comprehensive loss | $ (7,649) | $ (4,270) | $ (5,801) | $ (4,234) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 2 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | |||||
Net loss | $ (7,653,000) | $ (4,239,000) | $ (5,779,000) | $ (4,281,000) | |
Adjustments to reconcile net loss to cash used in operating activities: | |||||
Gain on extinguishment of debt | (1,125,000) | ||||
Forgiveness of related party liabilities | (1,745,000) | ||||
Forgiveness of liabilities | (139,000) | (776,000) | (776,000) | (551,000) | |
Impairment of acquired intangible assets | 286,000 | 70,000 | |||
Preferred shares penalty fee | 653,000 | ||||
Depreciation expense | 835,000 | 742,000 | 971,000 | 1,030,000 | |
Amortization of debt issuance costs | 485,000 | 392,000 | 526,000 | ||
Share-based compensation | 299,000 | 5,000 | 5,000 | 637,000 | |
Preferred shares interest expense, related party | 291,000 | ||||
Provision for losses on accounts receivable | 34,000 | 187,000 | |||
Revaluation of subscription agreements | (79,000) | (79,000) | 158,000 | ||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 38,000 | 110,000 | 71,000 | 773,000 | |
Inventories | 57,000 | 94,000 | 195,000 | 477,000 | |
Accounts payable and accrued liabilities | 1,918,000 | 3,380,000 | 3,583,000 | 317,000 | |
Accrued payroll and employee compensation | 2,000 | 66,000 | (50,000) | 182,000 | |
Deferred revenue | (477,000) | (553,000) | (597,000) | (102,000) | |
Other assets and liabilities, net | 42,000 | (1,138,000) | (972,000) | 744,000 | |
Net cash used in operating activities | (5,065,000) | (1,996,000) | (2,582,000) | (1,813,000) | |
Investing activities: | |||||
Loan receivable | (2,000,000) | ||||
Deposit for purchase of property and equipment | (85,000,000) | ||||
Notes receivable | (10,035,000) | ||||
Investment in special purpose acquisition company, net | (4,420,000) | ||||
Net cash used in investing activities | (99,455,000) | (2,000,000) | |||
Financing activities: | |||||
Proceeds from issuance of common shares and warrants, net | 194,572,000 | 115,000 | 364,000 | 707,000 | |
Proceeds from debt | 1,042,000 | ||||
Proceeds from issuance of preferred shares, net | 9,575,000 | 2,735,000 | 2,735,000 | ||
Payments for debt | (1,103,000) | ||||
Proceeds from long-term debt | 447,000 | 667,000 | |||
Proceeds from exercise of warrants | 1,458,000 | 120,000 | 180,000 | ||
Payments for line of credit, net | (402,000) | (2,000) | (83,000) | 391,000 | |
Payments for preferred share dividends | (218,000) | ||||
Proceeds from debt-related party | 500,000 | 700,000 | 523,000 | ||
Payments for debt-related party | (42,000) | (117,000) | |||
Proceeds from convertible debt | 375,000 | ||||
Proceeds from convertible debt-related party | 200,000 | ||||
Proceeds from exercise of stock options | 252,000 | 76,000 | 75,000 | ||
Net cash provided by financing activities | 204,581,000 | 4,744,000 | 4,896,000 | 1,621,000 | |
Effect of exchange rate changes on cash | (1,000) | (1,000) | (2,000) | ||
Net increase (decrease) in cash and cash equivalents | 100,060,000 | 2,747,000 | 312,000 | (192,000) | |
Cash and cash equivalents, beginning of year | 461,000 | 149,000 | 149,000 | 341,000 | |
Cash and cash equivalents, end of year | $ 461,000 | 100,521,000 | 2,896,000 | 461,000 | 149,000 |
Supplemental disclosures of cash flow information: | |||||
Cash paid for interest | 34,000 | 25,000 | 33,000 | 39,000 | |
Issuance of common shares for settlement of liabilities and preferred dividends | 3,704,000 | 2,034,000 | |||
Issuance of common shares for conversion of convertible debt | 799,000 | 783,000 | 783,000 | ||
Issuance of common shares for related party liabilities | 379,000 | 529,000 | |||
Issuance of common shares for exercise of warrants applied to settlement of liabilities | 92,000 | ||||
Issuance of common shares for settlement of liabilities | 2,034,000 | 764,000 | |||
Issuance of common shares for acquisition of intangible asset | 11,408,000 | 1,560,000 | 1,560,000 | ||
Assumption of notes receivable | 1,100,000 | ||||
Issuance of convertible debt-related party for prepaid business advisory services | 150,000 | 150,000 | |||
Conversion of related party accrued interest to Series B preferred shares | 344,000 | ||||
Conversion of related party liabilities to Series C preferred shares | 1,152,000 | ||||
Issuance of Series C preferred shares for prepayment of services | $ 448,000 | ||||
Issuance of common shares for settlement of related party liabilities | $ 379,000 | ||||
Gryphon Digital Mining, Inc. | |||||
Operating activities: | |||||
Net loss | (2,000) | (14,403,000) | |||
Adjustments to reconcile net loss to cash used in operating activities: | |||||
Unrealized loss on impairment of digital assets | 130,000 | ||||
Interest earned on digital assets | (25,000) | ||||
Realized gain from disposition of digital assets | (36,000) | ||||
Digital assets used for operating expenses | 168,000 | ||||
Amortization of debt discount | 428,000 | ||||
Depreciation expense | 26,000 | ||||
Common stock issued for compensation | 830,000 | ||||
Common stock issued for compensation to seed stage advisors | 1,671,000 | ||||
Common stock issued for compensation to officers and directors | 7,655,000 | ||||
Compensation cost related to restricted common stock awards | 874,000 | ||||
Series seed II Preferred Stock issued for compensation | 110,000 | ||||
Compensation for services contributed by the Company’s president | 188,000 | ||||
Fair value of penny warrants issued for services | 1,036,000 | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (136,000) | ||||
Prepaid expense | (1,000) | (85,000) | |||
Accounts payable and accrued liabilities | 618,000 | ||||
Net cash used in operating activities | (3,000) | (951,000) | |||
Investing activities: | |||||
Net cash used in investing activities | (27,253,000) | ||||
Financing activities: | |||||
Proceeds from issuance of notes payable | 10,000,000 | ||||
Proceeds from issuance of convertible debentures | 9,079,000 | ||||
Proceeds from collection of subscription receivable | 4,000 | ||||
Proceeds from issuance of common stock | 15,000 | 12,905,000 | |||
Proceeds from additional capital contributions | 16,000 | ||||
Proceeds from issuance of series seed II preferred stock | 1,473,000 | ||||
Proceeds from exercise of warrants | 1,000 | ||||
Proceeds from the issuance of series seed preferred stock | 300,000 | ||||
Net cash provided by financing activities | 15,000 | 33,778,000 | |||
Net increase (decrease) in cash and cash equivalents | 12,000 | ||||
Cash and cash equivalents, beginning of year | 12,000 | ||||
Cash and cash equivalents, end of year | 12,000 | 5,586,000 | $ 12,000 | ||
Net change in cash | 5,574,000 | ||||
Supplemental disclosures of cash flow information: | |||||
Cash paid for interest | |||||
Cash paid for income taxes | |||||
Non-cash investing and financing activities | |||||
Deposits used for purchase of mining equipment | 3,656,000 | ||||
Digital assets received for purchase of common stock and Series Seed II | 1,374,000 | ||||
Relative fair value of warrants issued with convertible notes | 4,490,000 | ||||
Digital assets used as deposits for mining equipment | 1,067,000 | ||||
Supplemental disclosures of non-cash financing activities: | |||||
Deposit for purchase of bitcoin mining machines | $ (14,192,000) | (27,093,000) | |||
Deposits | $ (160,000) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) | Series SeedPreferred Stock SharesGryphon Digital Mining, Inc. | Series Seed IIPreferred Stock SharesGryphon Digital Mining, Inc. | Preferred Stock Shares | Common StockGryphon Digital Mining, Inc. | Common Stock | Accumulated Other Comprehensive Loss | Accumulated DeficitGryphon Digital Mining, Inc. | Accumulated Deficit | Additional Paid-in CapitalGryphon Digital Mining, Inc. | Subscription ReceivableGryphon Digital Mining, Inc. | Gryphon Digital Mining, Inc. | Total |
Balance at Dec. 31, 2018 | $ 183,524,000 | $ (1,816,000) | $ (187,315,000) | $ (5,607,000) | ||||||||
Balance (in Shares) at Dec. 31, 2018 | 2,219,141 | |||||||||||
Issuance of common shares pursuant to the vesting of restricted stock units | ||||||||||||
Issuance of common shares pursuant to the vesting of restricted stock units (in Shares) | 131,541 | |||||||||||
Share-based compensation | $ 637,000 | 637,000 | ||||||||||
Issuance of preferred shares, net | $ 344,000 | 344,000 | ||||||||||
Issuance of preferred shares, net (in Shares) | 343,778 | |||||||||||
Issuance of subscription agreements for payment of liabilities | $ 531,000 | 531,000 | ||||||||||
Issuance of subscription agreements for payment of liabilities (in Shares) | 479,500 | |||||||||||
Issuance of common shares | $ 707,000 | 707,000 | ||||||||||
Issuance of common shares (in Shares) | 415,765 | |||||||||||
Issuance of common shares for settlement of related party debt and interest expense | $ 529,000 | 529,000 | ||||||||||
Issuance of common shares for settlement of related party debt and interest expense (in Shares) | 410,158 | |||||||||||
Issuance of Series B preferred shares | $ 6,500,000 | 6,500,000 | ||||||||||
Issuance of Series B preferred shares (in Shares) | 6,500,000 | |||||||||||
Issuance of Series C preferred shares | $ 1,600,000 | 1,600,000 | ||||||||||
Issuance of Series C preferred shares (in Shares) | 1,600,000 | |||||||||||
Issuance of common shares for the settlement of liabilities | $ 233,000 | 233,000 | ||||||||||
Issuance of common shares for the settlement of liabilities (in Shares) | 194,000 | |||||||||||
Other comprehensive income | 47,000 | 47,000 | ||||||||||
Net loss | (4,281,000) | (4,281,000) | ||||||||||
Balance at Dec. 31, 2019 | $ 8,444,000 | $ 186,161,000 | (1,769,000) | (191,596,000) | 1,240,000 | |||||||
Balance (in Shares) at Dec. 31, 2019 | 8,443,778 | 3,850,105 | ||||||||||
Issuance of common shares pursuant to the vesting of restricted stock units | ||||||||||||
Issuance of common shares pursuant to the vesting of restricted stock units (in Shares) | 20,420 | |||||||||||
Share-based compensation | $ 5,000 | 5,000 | ||||||||||
Issuance of common shares for the settlement of liabilities | $ 130,000 | 130,000 | ||||||||||
Issuance of common shares for the settlement of liabilities (in Shares) | 146,300 | |||||||||||
Other comprehensive income | (71,000) | (71,000) | ||||||||||
Net loss | (1,103,000) | (1,103,000) | ||||||||||
Balance at Mar. 31, 2020 | $ 8,444,000 | $ 186,296,000 | (1,840,000) | (192,699,000) | 201,000 | |||||||
Balance (in Shares) at Mar. 31, 2020 | 8,443,778 | 4,016,825 | ||||||||||
Balance at Dec. 31, 2019 | $ 8,444,000 | $ 186,161,000 | (1,769,000) | (191,596,000) | 1,240,000 | |||||||
Balance (in Shares) at Dec. 31, 2019 | 8,443,778 | 3,850,105 | ||||||||||
Issuance of common shares for conversion of preferred shares | $ (510,000) | $ 510,000 | ||||||||||
Issuance of common shares for conversion of preferred shares (in Shares) | (785,000) | 785,000 | ||||||||||
Issuance of common shares for conversion of convertible debt | $ 783,000 | 783,000 | ||||||||||
Issuance of common shares for conversion of convertible debt (in Shares) | 1,205,820 | |||||||||||
Issuance of common shares pursuant to the vesting of restricted stock units | ||||||||||||
Issuance of common shares pursuant to the vesting of restricted stock units (in Shares) | 20,420 | |||||||||||
Share-based compensation | $ 5,000 | 5,000 | ||||||||||
Issuance of preferred shares, net | $ 3,835,000 | 3,835,000 | ||||||||||
Issuance of preferred shares, net (in Shares) | 1,697,000 | |||||||||||
Acquisition of intangible asset | $ 1,560,000 | 1,560,000 | ||||||||||
Acquisition of intangible asset (in Shares) | 480,000 | |||||||||||
Issuance of stock options for the settlement of liabilities | $ 182,000 | 182,000 | ||||||||||
Exercise of stock options | $ 75,000 | 75,000 | ||||||||||
Exercise of stock options (in Shares) | 30,000 | |||||||||||
Issuance of common shares | $ 537,000 | 537,000 | ||||||||||
Issuance of common shares (in Shares) | 230,000 | |||||||||||
Issuance of common shares for the settlement of liabilities | $ 2,413,000 | 2,413,000 | ||||||||||
Issuance of common shares for the settlement of liabilities (in Shares) | 965,841 | |||||||||||
Exercise of warrants | $ 180,000 | 180,000 | ||||||||||
Exercise of warrants (in Shares) | 300,000 | |||||||||||
Other comprehensive income | (22,000) | (22,000) | ||||||||||
Net loss | (5,779,000) | (5,779,000) | ||||||||||
Balance at Dec. 31, 2020 | $ 11,769,000 | $ 1,000 | $ 192,406,000 | (1,791,000) | $ (2,000) | (197,375,000) | $ 18,000 | $ (4,000) | $ 13,000 | 5,009,000 | ||
Balance (in Shares) at Dec. 31, 2020 | 9,355,778 | 9,550,000 | 7,867,186 | |||||||||
Balance at Mar. 31, 2020 | $ 8,444,000 | $ 186,296,000 | (1,840,000) | (192,699,000) | 201,000 | |||||||
Balance (in Shares) at Mar. 31, 2020 | 8,443,778 | 4,016,825 | ||||||||||
Issuance of common shares for conversion of preferred shares | $ 292,000 | 292,000 | ||||||||||
Issuance of common shares for conversion of preferred shares (in Shares) | 450,000 | |||||||||||
Issuance of common shares for conversion of convertible debt | $ 377,000 | 377,000 | ||||||||||
Issuance of common shares for conversion of convertible debt (in Shares) | 580,580 | |||||||||||
Issuance of preferred shares, net | $ 808,000 | 808,000 | ||||||||||
Issuance of preferred shares, net (in Shares) | 1,244,000 | |||||||||||
Issuance of stock options for the settlement of liabilities | $ 54,000 | 54,000 | ||||||||||
Exercise of stock options | $ 75,000 | 75,000 | ||||||||||
Exercise of stock options (in Shares) | 30,000 | |||||||||||
Issuance of common shares for the settlement of liabilities | $ 1,194,000 | 1,194,000 | ||||||||||
Issuance of common shares for the settlement of liabilities (in Shares) | 480,000 | |||||||||||
Other comprehensive income | 28,000 | 28,000 | ||||||||||
Net loss | (1,946,000) | (1,946,000) | ||||||||||
Balance at Jun. 30, 2020 | $ 9,252,000 | $ 188,288,000 | (1,812,000) | (194,645,000) | 1,083,000 | |||||||
Balance (in Shares) at Jun. 30, 2020 | 9,687,778 | 5,557,405 | ||||||||||
Issuance of common shares for conversion of preferred shares | $ (218,000) | $ 218,000 | ||||||||||
Issuance of common shares for conversion of preferred shares (in Shares) | (335,000) | 335,000 | ||||||||||
Issuance of common shares for conversion of convertible debt | $ 406,000 | 406,000 | ||||||||||
Issuance of common shares for conversion of convertible debt (in Shares) | 625,240 | |||||||||||
Issuance of preferred shares, net | $ 2,735,000 | 2,735,000 | ||||||||||
Issuance of preferred shares, net (in Shares) | 3,000 | |||||||||||
Acquisition of intangible asset | $ 1,560,000 | 1,560,000 | ||||||||||
Acquisition of intangible asset (in Shares) | 480,000 | |||||||||||
Exercise of stock options | $ 1,000 | 1,000 | ||||||||||
Issuance of common shares | $ 268,000 | 268,000 | ||||||||||
Issuance of common shares (in Shares) | 260,000 | |||||||||||
Issuance of common shares for the settlement of liabilities | $ 1,157,000 | 1,157,000 | ||||||||||
Issuance of common shares for the settlement of liabilities (in Shares) | 339,541 | |||||||||||
Other comprehensive income | 12,000 | 12,000 | ||||||||||
Net loss | (1,190,000) | (1,190,000) | ||||||||||
Balance at Sep. 30, 2020 | $ 11,769,000 | $ 191,898,000 | (1,800,000) | (195,835,000) | 6,032,000 | |||||||
Balance (in Shares) at Sep. 30, 2020 | 9,355,778 | 7,597,186 | ||||||||||
Balance at Oct. 21, 2020 | ||||||||||||
Balance (in Shares) at Oct. 21, 2020 | ||||||||||||
Issuance of common shares | $ 1,000 | 18,000 | (4,000) | 15,000 | ||||||||
Issuance of common shares (in Shares) | 9,550,000 | |||||||||||
Net loss | (2,000) | (2,000) | ||||||||||
Balance at Dec. 31, 2020 | $ 11,769,000 | $ 1,000 | $ 192,406,000 | (1,791,000) | (2,000) | (197,375,000) | 18,000 | (4,000) | 13,000 | 5,009,000 | ||
Balance (in Shares) at Dec. 31, 2020 | 9,355,778 | 9,550,000 | 7,867,186 | |||||||||
Issuance of common shares for conversion of preferred shares | $ (2,482,000) | $ 2,482,000 | ||||||||||
Issuance of common shares for conversion of preferred shares (in Shares) | (2,495,300) | 2,532,798 | ||||||||||
Issuance of common shares | $ 597,000 | 597,000 | ||||||||||
Issuance of common shares (in Shares) | 235,000 | |||||||||||
Issuance of common shares for the settlement of liabilities | $ 921,000 | 921,000 | ||||||||||
Issuance of common shares for the settlement of liabilities (in Shares) | 351,880 | |||||||||||
Exercise of warrants | $ 478,000 | 478,000 | ||||||||||
Exercise of warrants (in Shares) | 743,820 | |||||||||||
Other comprehensive income | 4,000 | 4,000 | ||||||||||
Stock subscription received | 4,000 | 4,000 | ||||||||||
Additional capital contribution from original shareholders | 16,000 | 16,000 | ||||||||||
Additional capital contribution from original shareholders (in Shares) | 161,250 | |||||||||||
Common stock issued to seed stage advisors for cash | 3,000 | 3,000 | ||||||||||
Common stock issued to seed stage advisors for cash (in Shares) | 1,162 | |||||||||||
Common stock issued for compensation to seed stage advisors | 1,671,000 | 1,671,000 | ||||||||||
Common stock issued for compensation to seed stage advisors (in Shares) | 696,262 | |||||||||||
Common stock issued to officers and directors for cash | 13,000 | (2,000) | 11,000 | |||||||||
Common stock issued to officers and directors for cash (in Shares) | 5,325 | |||||||||||
Common stock issued for compensation to officers and directors | 7,655,000 | 7,655,000 | ||||||||||
Common stock issued for compensation to officers and directors (in Shares) | 3,189,675 | |||||||||||
Common stocks issued in private placement for cash | $ 1,000 | 12,889,000 | (100,000) | 12,790,000 | ||||||||
Common stocks issued in private placement for cash (in Shares) | 5,370,875 | |||||||||||
Common stocks issued in private placement for digital assets | 1,213,000 | 1,213,000 | ||||||||||
Common stocks issued in private placement for digital assets (in Shares) | 505,551 | |||||||||||
Common stock issued for compensation | 40,000 | 40,000 | ||||||||||
Common stock issued for compensation (in Shares) | 16,667 | |||||||||||
Common stock repurchased | ||||||||||||
Common stock repurchased (in Shares) | (1,000,000) | |||||||||||
Restricted common stock awards issued for compensation | 112,000 | 112,000 | ||||||||||
Restricted common stock awards issued for compensation (in Shares) | 379,340 | |||||||||||
Services contributed by the Company’s president | 63,000 | 63,000 | ||||||||||
Series seed issued in exchange for common stock | ||||||||||||
Series seed issued in exchange for common stock (in Shares) | 4,995,469 | (4,995,469) | ||||||||||
Series seed issued for cash | 15,000 | 15,000 | ||||||||||
Series seed issued for cash (in Shares) | 6,303 | |||||||||||
Net loss | (9,738,000) | (2,372,000) | (9,738,000) | (2,372,000) | ||||||||
Preferred dividends | (193,000) | (193,000) | ||||||||||
Balance at Mar. 31, 2021 | $ 9,287,000 | $ 2,000 | $ 196,884,000 | (1,787,000) | (9,740,000) | (199,940,000) | 23,708,000 | (102,000) | 13,868,000 | 4,444,000 | ||
Balance (in Shares) at Mar. 31, 2021 | 5,001,772 | 6,860,478 | 13,880,638 | 11,730,684 | ||||||||
Issuance of common shares for conversion of preferred shares | $ (2,160,000) | $ 2,160,000 | ||||||||||
Issuance of common shares for conversion of preferred shares (in Shares) | (2,399) | 2,108,620 | ||||||||||
Issuance of common shares for conversion of convertible debt | $ 799,000 | 799,000 | ||||||||||
Issuance of common shares for conversion of convertible debt (in Shares) | 468,225 | |||||||||||
Issuance of common shares pursuant to the vesting of restricted stock units | ||||||||||||
Issuance of common shares pursuant to the vesting of restricted stock units (in Shares) | 62,500 | |||||||||||
Share-based compensation | $ 247,000 | 247,000 | ||||||||||
Issuance of common shares | $ 7,642,000 | 7,642,000 | ||||||||||
Issuance of common shares (in Shares) | 6,695,000 | |||||||||||
Issuance of common shares for the settlement of liabilities | $ 1,135,000 | 1,135,000 | ||||||||||
Issuance of common shares for the settlement of liabilities (in Shares) | 770,000 | |||||||||||
Exercise of warrants | $ 687,000 | 687,000 | ||||||||||
Exercise of warrants (in Shares) | 747,000 | |||||||||||
Other comprehensive income | 8,000 | 8,000 | ||||||||||
Stock subscription received | 102,000 | 102,000 | ||||||||||
Series seed II issued for cash | 1,501,000 | (28,000) | 1,473,000 | |||||||||
Series seed II issued for cash (in Shares) | 224,729 | |||||||||||
Series seed II issued for digital assets | 161,000 | (5,000) | 156,000 | |||||||||
Series seed II issued for digital assets (in Shares) | 24,102 | |||||||||||
Series seed II issued for compensation | 28,000 | 28,000 | ||||||||||
Series seed II issued for compensation (in Shares) | 2,994 | |||||||||||
Restricted stock awards forfeited due to resignation of board member | ||||||||||||
Restricted stock awards forfeited due to resignation of board member (in Shares) | (56,250) | |||||||||||
Accretion of compensation cost due to modification of restricted stock awards | 233,000 | 233,000 | ||||||||||
Fair value of penny warrants issued for compensation | 1,036,000 | 1,036,000 | ||||||||||
Relative fair value of warrants issued with convertible notes | 1,818,000 | 1,818,000 | ||||||||||
Common stock issued for compensation | 395,000 | 395,000 | ||||||||||
Common stock issued for compensation (in Shares) | 46,486 | |||||||||||
Common stock repurchased | (1,000) | (1,000) | ||||||||||
Common stock repurchased (in Shares) | (300,000) | |||||||||||
Restricted common stock awards issued for compensation | 484,000 | 484,000 | ||||||||||
Services contributed by the Company’s president | 62,000 | 62,000 | ||||||||||
Series seed issued for cash | 285,000 | 285,000 | ||||||||||
Series seed issued for cash (in Shares) | 118,815 | |||||||||||
Net loss | (2,798,000) | (2,881,000) | (2,798,000) | (2,881,000) | ||||||||
Preferred dividends | (169,000) | (169,000) | ||||||||||
Balance at Jun. 30, 2021 | $ 7,127,000 | $ 2,000 | $ 209,554,000 | (1,779,000) | (12,538,000) | (202,990,000) | 29,710,000 | (33,000) | 17,141,000 | 11,912,000 | ||
Balance (in Shares) at Jun. 30, 2021 | 5,120,587 | 251,825 | 6,858,079 | 13,570,874 | 22,582,029 | |||||||
Issuance of common shares for conversion of preferred shares | $ (15,745,000) | $ 15,745,000 | ||||||||||
Issuance of common shares for conversion of preferred shares (in Shares) | (6,867,079) | 6,076,770 | ||||||||||
Share-based compensation | $ 52,000 | 52,000 | ||||||||||
Issuance of preferred shares, net | $ 9,575,000 | 9,575,000 | ||||||||||
Issuance of preferred shares, net (in Shares) | 10,000 | |||||||||||
Acquisition of intangible asset | $ 11,408,000 | 11,408,000 | ||||||||||
Acquisition of intangible asset (in Shares) | 4,500,000 | |||||||||||
Exercise of stock options | $ 252,000 | 252,000 | ||||||||||
Exercise of stock options (in Shares) | 100,000 | |||||||||||
Issuance of common shares | $ 186,778,000 | 186,778,000 | ||||||||||
Issuance of common shares (in Shares) | 25,088,530 | |||||||||||
Issuance of common shares for the settlement of liabilities | $ 1,648,000 | 1,648,000 | ||||||||||
Issuance of common shares for the settlement of liabilities (in Shares) | 362,972 | |||||||||||
Exercise of warrants | $ 423,000 | 423,000 | ||||||||||
Exercise of warrants (in Shares) | 498,500 | |||||||||||
Other comprehensive income | (8,000) | (8,000) | ||||||||||
Series seed II issued for compensation | 82,000 | 82,000 | ||||||||||
Series seed II issued for compensation (in Shares) | 8,982 | |||||||||||
Stock subscription receivable | 5,000 | 5,000 | ||||||||||
Relative fair value of warrants issued with convertible debentures | 2,672,000 | 2,672,000 | ||||||||||
Common stock issued for exercise of warrant for cash | 1,000 | 1,000 | ||||||||||
Common stock issued for exercise of warrant for cash (in Shares) | 70,000 | |||||||||||
Vesting of restricted common stock awards | 45,000 | 45,000 | ||||||||||
Common stock issued for compensation | 395,000,000,000 | 395,000,000,000 | ||||||||||
Common stock issued for compensation (in Shares) | 46,486 | |||||||||||
Additional paid in capital for services contributed by the Company’s president | 63,000 | 63,000 | ||||||||||
Net loss | (1,867,000) | (2,400,000) | (1,957,000) | (2,400,000) | ||||||||
Preferred dividends | (168,000) | (168,000) | ||||||||||
Balance at Sep. 30, 2021 | $ 957,000 | $ 2,000 | $ 425,860,000 | $ (1,787,000) | $ (14,405,000) | $ (205,558,000) | $ 32,968,000 | $ (28,000) | $ 18,537,000 | $ 219,472,000 | ||
Balance (in Shares) at Sep. 30, 2021 | 5,120,587 | 260,807 | 1,000 | 13,687,360 | 59,208,801 |
Organization and Business
Organization and Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Organization and Business | 1. Organization and Business Sphere 3D Corp. (the “Company”) was incorporated under the Business Corporations Act (Ontario) -form -owned -form -alone -converged ® ® The Company has commenced planning and entered into a series of agreements that will enable it to enter the cryptocurrency mining industry. Management has projected that cash on hand and other sources of liquidity may not be sufficient to allow the Company to continue operations beyond June 30, 2022 if we are unable to raise additional funding for operations. We expect our working capital needs to increase in the future as we continue to expand and enhance our operations. Our ability to raise additional funds through equity or debt financings or other sources may depend on the financial success of our current business and successful implementation of our key strategic initiatives, financial, economic and market conditions and other factors, some of which are beyond our control. No assurance can be given that we will be successful in raising the required capital at reasonable cost and at the required times, or at all. Further equity financings may have a dilutive effect on shareholders and any debt financing, if available, may require restrictions to be placed on our future financing and operating activities. If we require additional capital and are unsuccessful in raising that capital, we may not be able to continue our business operations and advance our growth initiatives, which could adversely impact our business, financial condition and results of operations. Significant changes from the Company’s current forecasts, including but not limited to: (i) shortfalls from projected sales levels; (ii) unexpected increases in product costs; (iii) increases in operating costs; (iv) changes in the historical timing of collecting accounts receivable; and (v) inability to maintain compliance with the requirements of the NASDAQ Capital Market and/or inability to maintain listing with the NASDAQ Capital Market could have a material adverse impact on the Company’s ability to access the level of funding necessary to continue its operations at current levels. If any of these events occurs or the Company is unable to generate sufficient cash from operations or financing sources, the Company may be forced to liquidate assets where possible and/or curtail, suspend or cease planned programs or operations generally or seek bankruptcy protection or be subject to an involuntary bankruptcy petition, any of, which would have a material adverse effect on the Company’s business, results of operations, financial position and liquidity. The Company incurred losses from operations and negative cash flows from operating activities for the three and nine months ended September 30, 2021, and such losses may continue for the foreseeable future. Based upon the Company’s current expectations and projections for the next year, the Company believes that it may not have sufficient liquidity necessary to sustain operations beyond June 30, 2022. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Merger Agreement On June 3, 2021, the Company entered into an Agreement and Plan of Merger with Gryphon Digital Mining, Inc. (“Gryphon”), a privately held company in the cryptocurrency space dedicated to helping bring digital assets onto the clean energy grid. Its Bitcoin mining operation has a zero -carbon -term As consideration for the merger transaction, the Company expects to issue 111,000,000 common shares to the shareholders of Gryphon, subject to adjustment, such that on closing, the Sphere 3D shareholders are projected to own approximately 62% of the Company and Gryphon shareholders will own the remaining 38%, on a fully -diluted In October 2021, the Company entered into an agreement with Gryphon for approximately 230 MW of carbon neutral bitcoin mining hosting capacity to be managed by Core Scientific as hosting partner. The agreement features the installation of digital asset miners at Core Scientific’s net carbon neutral blockchain data centers over the course of 14 months. As part of the agreement, Core Scientific will provide digital mining fleet management and monitoring solution, Minder™, data analytics, alerting, monitoring, and miner management services. Terminated Merger Agreement On July 14, 2020, the Company entered into a definitive merger agreement (the “Rainmaker Merger Agreement”) pursuant to which it planned to acquire all of the outstanding securities of Rainmaker Worldwide Inc. (“Rainmaker”), a global Water -as-a-Service -as-a-Service -fee | 1. Organization and Business Sphere 3D Corp. (the “Company”) was incorporated under the Business Corporations Act (Ontario) -form -owned -form -converged ® Management has projected that cash on hand may not be sufficient to allow the Company to continue operations beyond June 30, 2021 if we are unable to raise additional funding for operations. We expect our working capital needs to increase in the future as we continue to expand and enhance our operations. Our ability to raise additional funds through equity or debt financings or other sources may depend on the financial success of our current business and successful implementation of our key strategic initiatives, financial, economic and market conditions and other factors, some of which are beyond our control. No assurance can be given that we will be successful in raising the required capital at reasonable cost and at the required times, or at all. Further equity financings may have a dilutive effect on shareholders and any debt financing, if available, may require restrictions to be placed on our future financing and operating activities. If we require additional capital and are unsuccessful in raising that capital, we may not be able to continue our business operations and advance our growth initiatives, which could adversely impact our business, financial condition and results of operations. Significant changes from the Company’s current forecasts, including but not limited to: (i) failure to comply with the terms and financial covenants in its debt facilities; (ii) shortfalls from projected sales levels; (iii) unexpected increases in product costs; (iv) increases in operating costs; (v) changes in the historical timing of collecting accounts receivable; and (vi) inability to maintain compliance with the requirements of the NASDAQ Capital Market and/or inability to maintain listing with the NASDAQ Capital Market could have a material adverse impact on the Company’s ability to access the level of funding necessary to continue its operations at current levels. If any of these events occurs or the Company is unable to generate sufficient cash from operations or financing sources, the Company may be forced to liquidate assets where possible and/or curtail, suspend or cease planned programs or operations generally or seek bankruptcy protection or be subject to an involuntary bankruptcy petition, any of, which would have a material adverse effect on the Company’s business, results of operations, financial position and liquidity. The Company incurred losses from operations and negative cash flows from operating activities for the 12 months ended December 31, 2020, and such losses might continue for a period of time. Based upon the Company’s current expectations and projections for the next year, the Company believes that it may not have sufficient liquidity necessary to sustain operations beyond June 30, 2021. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Merger Agreement On July 14, 2020, the Company entered into a definitive merger agreement (the “Rainmaker Merger Agreement”) pursuant to which it planned to acquire all of the outstanding securities of Rainmaker Worldwide Inc. (“Rainmaker”), a global Water -as-a-Service -as-a-Service -fee On September 14, 2020, the Company entered into a Senior Secured Convertible Promissory Note with Rainmaker (the “Rainmaker Note”), pursuant to which the Company loaned Rainmaker the principal amount of $3.1 million comprised of: (a) a new advance of $1.85 million paid to Rainmaker on October 1, 2020, (b) the principal and any interest owing under existing promissory notes issued by Rainmaker to two investors on April 2, 2020 in the aggregate amount of $1.1 million, which indebtedness was assigned to the Company on May 4, 2020 (the “Assigned Notes”), and (c) a promissory note receivable in the amount of $150,000 issued to the Company on August 4, 2020 (the “Original Note”). The Assigned Notes and the Original Note are included in the principal amount of the Rainmaker Note and therefore, the Assigned Notes and the Original Notes are deemed cancelled. The Rainmaker Note is secured as a registered lien under the Uniform Commercial Code and the Personal Property Security Act (Ontario) against the assets of Rainmaker and shall bear interest at the rate of 10% per annum. The principal and interest accrue monthly and are due and payable in full to the Company on September 14, 2023. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies | 2. Significant Accounting Policies Principles of Consolidation The condensed consolidated financial statements of the Company have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”), applied on a basis consistent for all periods. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for a complete set of financial statements. These condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 20 -F Use of Estimates The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the determination of provisions for impairment assessments of goodwill, other indefinite -lived Foreign Currency Translation The financial statements of foreign subsidiaries, for which the functional currency is the local currency, are translated into U.S. dollars using the exchange rate at the consolidated balance sheet date for assets and liabilities and a weighted -average Cash Equivalents Highly liquid investments with insignificant interest rate risk and original maturities of three months or less, when purchased, are classified as cash equivalents. Cash equivalents are composed of money market funds. The carrying amounts approximate fair value due to the short maturities of these instruments. Accounts Receivable Accounts receivable is recorded at the invoiced amount and is non -interest -worthiness -off Inventories Inventories are stated at the lower of cost and net realizable value using the first -in-first-out Investments The Company holds investments in equity securities of nonpublic companies for business and strategic purposes. The equity securities do not have a readily determinable fair value and are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its investments on a regular basis to determine if the investments are impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. Goodwill and Intangible Assets Goodwill represents the excess of consideration paid over the value assigned to the net tangible and identifiable intangible assets acquired. For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. For intangible assets acquired in a non -monetary Purchased intangible assets are amortized on a straight -line six three nine three eight two Impairment of Goodwill and Intangible Assets Goodwill and intangible assets are tested for impairment on an annual basis at December 31, or more frequently if there are indicators of impairment. Triggering events for impairment reviews may be indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in our market capitalization. Intangible assets are quantitatively assessed for impairment, if necessary, by comparing their estimated fair values to their carrying values. If the carrying value exceeds the fair value, the difference is recorded as an impairment. Revenue Recognition The Company accounts for revenue pursuant to ASU 2014 -09 Revenue from Contracts with Customers -in The Company generates revenue primarily from: (i) solutions for standalone storage and integrated hyper -converged Approximately 70% of the Company’s revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied at a point in time. These contracts are generally comprised of a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when change of control has been transferred to the customer, generally at the time of shipment of products. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically less than 45 days. Revenue on direct product sales, excluding sales to distributors, are not entitled to any specific right of return or price protection, except for any defective product that may be returned under our standard product warranty. Product sales to distribution customers that are subject to certain rights of return, stock rotation privileges and price protections, contain a component of “variable consideration.” Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated fixed price and is net of estimates for variable considerations. For performance obligations related to warranty and customer services, such as extended product warranties, the Company transfers control and recognizes revenue on a time -elapsed -ready In limited circumstances where a customer is unable to accept shipment and requests products be delivered to, and stored on, the Company’s premises, also known as a “bill -and-hold The Company also enters into revenue arrangements that may consist of multiple performance obligations of its product and service offerings such as for sales of hardware devices and extended warranty services. The Company allocates contract fees to the performance obligations on a relative stand -alone -alone -alone -alone -alone Warranty and Extended Warranty The Company records a provision for standard warranties provided with all products. If future actual costs to repair were to differ significantly from estimates, the impact of these unforeseen costs or cost reductions would be recorded in subsequent periods. Separately priced extended on -site -site -term Research and Development Costs Research and development expenses include payroll, employee benefits, share -based -related -party Comprehensive Income (Loss) Comprehensive income (loss) and its components encompass all changes in equity other than those arising from transactions with shareholders, including net loss and foreign currency translation adjustments, and is disclosed in a separate condensed consolidated statement of comprehensive loss. Share-based Compensation We account for share -based -employee -based -Scholes -employees -Scholes Share -based -based -line -based -based We have not recognized, and do not expect to recognize in the near future, any tax benefit related to share -based Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, the Company believes that the impact of recently issued standards will not have a material impact on the Company’s consolidated financial statements upon adoption. | 2. Significant Accounting Policies Principles of Consolidation The consolidated financial statements of the Company have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”), applied on a basis consistent for all periods. These consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany balances and transactions have been appropriately eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the determination of provisions for impairment assessments of definite -live -lived Foreign Currency Translation The financial statements of foreign subsidiaries, for which the functional currency is the local currency, are translated into U.S. dollars using the exchange rate at the consolidated balance sheet date for assets and liabilities and a weighted -average Cash Equivalents Highly liquid investments with insignificant interest rate risk and original maturities of three months or less, when purchased, are classified as cash equivalents. Cash equivalents are composed of money market funds. The carrying amounts approximate fair value due to the short maturities of these instruments. Accounts Receivable Accounts receivable is recorded at the invoiced amount and is non -interest specific trade and other receivables, historical bad debts, customer credits, customer concentrations, customer credit -worthiness -off Inventories Inventories are stated at the lower of cost and net realizable value using the first -in-first-out Investment in Affiliate The Company holds an investment in equity securities of a nonpublic company for business and strategic purposes. The equity securities do not have a readily determinable fair value and are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its investment on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. Goodwill and Intangible Assets Goodwill represents the excess of consideration paid over the value assigned to the net tangible and identifiable intangible assets acquired. For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. For intangible assets acquired in a non -monetary Purchased intangible assets are amortized on a straight -line Impairment of Goodwill and Intangible Assets Goodwill and intangible assets are tested for impairment on an annual basis at December 31, or more frequently if there are indicators of impairment. Triggering events for impairment reviews may be indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in our market capitalization. Intangible assets are quantitatively assessed for impairment, if necessary, by comparing their estimated fair values to their carrying values. If the carrying value exceeds the fair value, the difference is recorded as an impairment. Revenue Recognition The Company accounts for revenue pursuant to ASU 2014 -09 Revenue from Contracts with Customers -in The Company generates revenue primarily from: (i) solutions for standalone storage and integrated hyper -converged Approximately 70% of the Company’s revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied at a point in time. These contracts are generally comprised of a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when change of control has been transferred to the customer, generally at the time of shipment of products. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically less than 45 days. Revenue on direct product sales, excluding sales to distributors, are not entitled to any specific right of return or price protection, except for any defective product that may be returned under our standard product warranty. Product sales to distribution customers that are subject to certain rights of return, stock rotation privileges and price protections, contain a component of “variable consideration.” Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated fixed price and is net of estimates for variable considerations. For performance obligations related to warranty and customer services, such as extended product warranties, the Company transfers control and recognizes revenue on a time -elapsed -ready In limited circumstances where a customer is unable to accept shipment and requests products be delivered to, and stored on, the Company’s premises, also known as a “bill -and-hold The Company also enters into revenue arrangements that may consist of multiple performance obligations of its product and service offerings such as for sales of hardware devices and extended warranty services. The Company allocates contract fees to the performance obligations on a relative stand -alone -alone -alone -alone -alone Warranty and Extended Warranty The Company records a provision for standard warranties provided with all products. If future actual costs to repair were to differ significantly from estimates, the impact of these unforeseen costs or cost reductions would be recorded in subsequent periods. Separately priced extended on -site -site -term Shipping and Handling Amounts billed to customers for shipping and handling are included in revenue, and costs incurred related to shipping and handling are included in cost of product revenue. Advertising Costs Advertising costs are expensed as incurred. Advertising expenses were $140,000 and $16,000 for the years ended December 31, 2020 and 2019. Research and Development Costs Research and development expenses include payroll, employee benefits, share -based -related -party Segment Information We report segment data based on the management approach. The management approach designates the internal reporting that is used by management for making operating and investment decisions and evaluating performance as the source of our reportable segments. We use one measurement of profitability and do not disaggregate our business for internal reporting. We operate in one segment providing data management, and desktop and application virtualization solutions for small and medium businesses and distributed enterprises. We disclose information about products and services, geographic areas, and major customers. Income Taxes We provide for income taxes utilizing the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax basis of our assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when a judgment is made that it is considered more likely than not that a tax benefit will not be realized. A decision to record a valuation allowance results in an increase in income tax expense or a decrease in income tax benefit. If the valuation allowance is released in a future period, income tax expense will be reduced accordingly. The calculation of tax liabilities involves evaluating uncertainties in the application of complex global tax regulations. The impact of an uncertain income tax position is recognized at the largest amount that is “more likely than not” to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. Comprehensive Loss Comprehensive loss and its components encompass all changes in equity other than those arising from transactions with shareholders, including net loss and foreign currency translation adjustments, and is disclosed in a separate consolidated statement of comprehensive loss. Concentration of Credit Risks Financial instruments that potentially subject us to concentrations of credit risk consist primarily of trade accounts receivable, which are generally not collateralized. To reduce credit risk, we perform ongoing credit evaluations of its customers and maintain allowances for potential credit losses for estimated bad debt losses. At December 31, 2020 and 2019, there were four customers that made up 46.8% and 50.3%, respectively, of accounts receivable. There were two customers that made up in the aggregate 29.3% and 24.5% of net revenue for the years ended December 31, 2020 and 2019, respectively. Share-based Compensation We account for share -based -employee -based -Scholes -employees -Scholes Share -based -based -line -based -based We have not recognized, and do not expect to recognize in the near future, any tax benefit related to share -based Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, the Company believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption. Recently Adopted Accounting Pronouncements In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018 -13 Fair Value Measurement (Topic 820) -13 . In January 2017, the FASB issued ASU No. 2017 -04 Intangibles — Goodwill and Other (Topic 350) — Simplifying the Test for Goodwill Impairment -04 . |
Notes Receivable
Notes Receivable | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Notes Receivable | 3. Notes Receivable In July 2021, the Company entered into a Promissory Note and Security Agreement with Gryphon, which was amended on August 30, 2021, and further amended on September 29, 2021 (the “Gryphon Note” as amended). The Gryphon Note, pursuant to which the Company loaned in the aggregate to Gryphon $10.0 million, has a payment schedule whereby the principal and accrued interest shall be due and payable commencing on January 1, 2022 continuing until and including December 1, 2024. The Gryphon Note is secured by certain assets of Gryphon and bears interest at the rate of 9.5% per annum. As of September 30, 2021, the outstanding Gryphon Note balance was $10.1 million. In April 2021, MEOA Sponsor, a wholly owned subsidiary of the Company, entered into a promissory note with MEOA for up to $0.3 million with outstanding principal payable by MEOA to MEOA Sponsor on the earlier of (i) September 1, 2021 or (ii) the date MEOA consummates an initial public offering of its securities. At September 30, 2021, the note receivable balance was nil. In September 2020, the Company entered into a Senior Secured Convertible Promissory Note with Rainmaker (the “Rainmaker Note”), pursuant to which the Company loaned Rainmaker the principal amount of $3.1 million. The Rainmaker Note is secured as a registered lien under the Uniform Commercial Code and the Personal Property Security Act (Ontario) against the assets of Rainmaker and bears interest at the rate of 10% per annum. The principal and interest accrue monthly and are due and payable in full on September 14, 2023. As of September 30, 2021, the outstanding Rainmaker Note balance was $3.4 million. |
Certain Balance Sheet Items
Certain Balance Sheet Items | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Certain Balance Sheet Items [Abstract] | ||
Certain Balance Sheet Items | 4. Certain Balance Sheet Items The following table summarizes inventories (in thousands): September 30, December 31, Raw materials $ 108 $ 119 Work in process 149 167 Finished goods 244 272 $ 501 $ 558 The following table summarizes other current assets (in thousands): September 30, December 31, Prepaid services $ 1,037 $ 421 Prepaid insurance 484 158 Transition service agreement — 115 Deferred cost – service contracts 62 99 Other 103 14 $ 1,686 $ 807 The following table summarizes other assets (in thousands): September 30, December 31, Prepaid property and equipment $ 85,000 $ — Prepaid insurance and services 284 385 Deferred cost – service contracts 13 56 Other 3 2 $ 85,300 $ 443 | 4. Certain Balance Sheet Items The following table summarizes inventories (in thousands): December 31, 2020 2019 Raw materials $ 119 $ 92 Work in process 167 137 Finished goods 272 524 $ 558 $ 753 The following table summarizes other current assets (in thousands): December 31, 2020 2019 Prepaid services $ 421 $ 23 Prepaid insurance 158 184 Transition service agreement, related party 115 345 Deferred cost – service contracts 99 118 Other 14 — $ 807 $ 670 The following table summarizes property and equipment (in thousands): December 31, 2020 2019 Computer equipment (1) $ 291 $ 291 Accumulated depreciation (1) (291 ) (289 ) $ — $ 2 (1) Includes the impact of foreign currency exchange rate fluctuations. Depreciation expense for property and equipment was $2,000 and $4,000 for the years ended December 31, 2020 and 2019, respectively. The following table summarizes other assets (in thousands): December 31, 2020 2019 Prepaid Insurance $ 385 $ 519 Deferred cost – service contracts 56 154 Other 2 4 $ 443 $ 677 |
Intangible Assets
Intangible Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets | 5. Intangible Assets The following table summarizes intangible assets, net (in thousands): September 30, 2021 December 31, 2020 Developed technology $ 13,117 $ 13,117 Supplier agreement 12,967 1,560 Channel partner relationships 730 730 Capitalized development costs (1) 3,213 3,116 Customer relationships 380 380 30,407 18,903 Accumulated amortization: Developed technology (13,117 ) (13,117 ) Supplier agreement (489 ) (43 ) Channel partner relationships (568 ) (477 ) Capitalized development costs (1) (2,897 ) (2,518 ) Customer relationships (350 ) (340 ) (17,421 ) (16,495 ) Total finite-lived assets, net 12,986 2,408 Indefinite-lived intangible assets – trade names 200 200 Total intangible assets, net $ 13,186 $ 2,608 ____________ (1) Includes the impact of foreign currency exchange rate fluctuations. Amortization expense of intangible assets was $834,000 and $740,000 during the nine months ended September 30, 2021 and 2020, respectively. Estimated amortization expense for intangible assets is expected to be approximately $2.4 million for the remainder of 2021 and $9.3 million, $127,000, $105,000, $104,000, and $104,000 in fiscal 2022, 2023, 2024, 2025 and 2026, respectively. Hertford Asset Acquisition On July 31, 2021, the Company entered into an agreement (the “Hertford Agreement”) with Hertford Advisors Ltd. (“Hertford”), a privately held company that provides turnkey mining solutions, to provide an exclusive right to assume all of Hertford’s rights to a number of bitcoin mining agreements (the “Bitcoin Agreements”) and the right to complete negotiations to secure a long -term Supplier Agreement Acquisition On August 3, 2020, Dale Allan Peters (“Peters”), as the beneficial shareholder of 101250 Investments Ltd. (“101 Invest”), a company existing under the laws of the Turks & Caicos Islands and a water partner of Rainmaker, entered into a Share Purchase Agreement (the “101 Invest Purchase Agreement”) with the Company. As a result of the 101 Invest Purchase Agreement, 101 Invest is a wholly -owned -months | 6. Intangible Assets and Goodwill The following table summarizes intangible assets, net (in thousands): December 31, 2020 2019 Developed technology $ 13,117 $ 13,323 Supplier agreement 1,560 — Channel partner relationships 730 730 Capitalized development costs (1) 3,116 3,047 Customer relationships 380 380 18,903 17,480 Accumulated amortization: Developed technology (13,117 ) (12,682 ) Supplier agreement (43 ) — Channel partner relationships (477 ) (355 ) Capitalized development costs (1) (2,518 ) (2,094 ) Customer relationships (340 ) (328 ) (16,495 ) (15,459 ) Total finite-lived assets, net 2,408 2,021 Indefinite-lived intangible assets – trade names 200 280 Total intangible assets, net $ 2,608 $ 2,301 ____________ (1) Includes the impact of foreign currency exchange rate fluctuations. Amortization expense of intangible assets was $969,000 and $1,026,000 for the years ended December 31, 2020 and 2019, respectively. Estimated amortization expense for intangible assets is approximately $615,000, $460,000, $127,000, $105,000 and $104,000 in fiscal 2021, 2022, 2023, 2024 and 2025, respectively. Supplier Agreement Acquisition On August 3, 2020, Dale Allan Peters (“Peters”), as the beneficial shareholder of 101250 Investments Ltd. (“101 Invest”), a company existing under the laws of the Turks & Caicos Islands and a water partner of Rainmaker, entered into a Share Purchase Agreement (the “101 Invest Purchase Agreement”) with the Company. As a result of the 101 Invest Purchase Agreement, 101 Invest is a wholly -owned -months -month Goodwill Goodwill at both December 31, 2020 and 2019 was $1.4 million, which consists of the goodwill from prior acquisitions. The Company performed qualitative impairment evaluations on its goodwill as of December 31, 2020 and determined that there were no indications that goodwill was impaired. Impairments In 2020, primarily as a result of the Company’s change in revenue projection for its Snap product line, it was determined the carrying value of finite -lived -lived In 2020 and 2019, primarily as a result of the Company’s change in revenue projection for its Snap product line, it was determined the carrying value of indefinite -lived -from-royalty -lived -lived |
Investments
Investments | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | 6. Investments Special Purpose Acquisition Company In April 2021, the Company sponsored a special purpose acquisition company (“SPAC”), Minority Equality Opportunities Acquisition Inc. (“MEOA”), through the Company’s wholly owned subsidiary, Minority Equality Opportunities Acquisition Sponsor, LLC (“SPAC Sponsor”). MEOA’s purpose is to focus initially on transactions with companies that are minority owned businesses. In April 2021, SPAC Sponsor paid $25,000 of deferred offering costs on behalf of MEOA in exchange for 2,875,000 shares of MEOA’s Class B common stock (the “Founder Shares”). In August 2021, SPAC Sponsor participated in the private sale of an aggregate of 5,395,000 Warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant. The SPAC Sponsor paid $5.4 million to MEOA, which included $1.0 million from an investor participating in MEOA Sponsor. The Private Placement Warrants are not transferable, assignable or saleable until 30 days after MEOA completes a business combination. Silicon Valley Technology Partners In November 2018, in connection with the divestiture of Overland Storage, Inc. (“Overland”), the Company received 1,879,699 Silicon Valley Technology Partners (“SVTP”) Preferred Shares representing 19.9% of the outstanding shares of capital stock of SVTP with a fair value of $2.1 million. The fair value of this investment was estimated using discounted cash flows. The Company concluded it does not have a significant influence over the investee. There were no known identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment at September 30, 2021. |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Debt | 7. Debt On February 3, 2021, the Company received loan proceeds in the amount of $447,400 and entered into a loan agreement with Citizens National Bank of Texas pursuant to the CARES Act (“PPP Funds”). The CARES Act was established in order to enable small businesses to pay employees during the economic slowdown caused by COVID -19 -four On August 27, 2020, the Company entered into a settlement agreement with O’Melveny & Myers LLP (“OMM”) pursuant to which the Company issued to OMM a secured promissory note (the “OMM Note”) in the aggregate principal amount of $1.1 million in satisfaction of certain accounts payable owed to OMM. The OMM Note bore interest at 1.68%. On April 2, 2021, the Company and OMM entered into a Fee Agreement stating the OMM Note maturity date was extended to June 2021, and the Company incurred an extension fee in the amount of $118,000. At September 30, 2021, there was no outstanding balance on the OMM Note. On July 28, 2020, the Company entered into a Securities Purchase Agreement with Oasis Capital, LLC (“Oasis”), a related party of the Company, pursuant to which the Company received $500,000 and issued to Oasis (i) an 8.0% original issue discount promissory note payable with aggregate principal amount of $615,000 (“Oasis Promissory Note”), and (ii) 90,000 common shares of the Company at $3.37 per share. Torrington Financial Services Ltd earned a fee of $40,000 for facilitating the transaction. The Oasis Promissory Note was due on January 28, 2021. On March 10, 2021, the Company and Oasis entered into an Exchange Agreement under which Oasis surrendered the Oasis Promissory Note dated July 28, 2020 in exchange for a new Convertible Promissory Note issued to Oasis with (i) a principal amount of $796,159, (ii) interest rate of 8.0% per annum, (iii) a 12 month maturity date, and (iv) convertible into common shares of the Company. During the nine months ended September 30, 2021, the Company incurred a $241,000 penalty fee for the defaults on the original Oasis Promissory Note which is included in related party interest expense. During the nine months ended September 30, 2021, the Company issued 468,225 common shares in satisfaction of payment in full for the Convertible Promissory Note. At September 30, 2021 there was no outstanding balance on the Oasis Convertible Promissory Note. On April 9, 2020, the Company received PPP Funds in the amount of $667,400 and entered into a loan agreement with Citizens National Bank of Texas pursuant to the CARES Act. The amount borrowed by the Company under the CARES Act is eligible to be forgiven provided that (a) the Company uses the PPP funds during the eight week period after receipt thereof, and (b) the PPP funds are only used to cover payroll costs (including benefits), rent, mortgage interest, and utility costs. In June 2021, the April 9, 2020 PPP Funds were forgiven by the lender and the Company recorded a gain on extinguishment of debt which is included in interest income and other, net. At September 30, 2021 there was no outstanding balance on the April 9, 2020 PPP Funds. Convertible Debt and Warrants On February 13, 2020, the Company entered into a business advisory agreement with Torrington Financial Services Ltd (“Torrington”), a financial adviser to the Company. As a result of the below March 23, 2020 transaction, Torrington and its entity under common control, Lallande Poydras Investment Partnership (“Lallande”), both participated in the below offering and were classified as a related party of the Company. At September 30, 2021, Torrington is no longer classified as a related party of the Company. On March 23, 2020, the Company entered into subscription agreements by and among the Company and the investors party thereto, including Torrington and Lallande, for the purchase and sale of 725 units (collectively, the “Units” and individually, a “Unit”) for aggregate gross proceeds of $725,000 with each Unit consisting of (a) a 6.0% convertible debenture in the principal amount of $1,000, which is convertible at $0.6495 per share into 1,540 common shares of the Company, and (b) a warrant to purchase 1,540 common shares of the Company exercisable at any time on or before the third year anniversary date at an exercise price of $0.60 per share. The warrant includes a provision restricting the warrant holder from exercising it if the aggregate number of common shares held by the warrant holder equals or exceeds 5.0% of the issued and outstanding shares of the Company, calculated on a partially converted basis (i.e., assuming the conversion of all rights to receive common shares of the Company held by the warrant holder). All values were assigned to the debts and no value was assigned to the equity component. Torrington and Lallande participated in the offering and in the aggregate purchased 200 units, as well as for compensation for Torrington’s services, the Company issued to Torrington convertible debentures equal to $58,000 and convertible into 89,320 common shares and a warrant for the purchase of 89,320 shares, with other terms substantially the same as the investors. The Company received cash proceeds of $575,000 from the offering, and a participant of the offering paid on the Company’s behalf $150,000 directly to a business advisor for a prepayment of future services to the Company. The Company used the remaining proceeds from the offering for general corporate and working capital purposes. At December 2020, the Company had no outstanding convertible debt related to the March 23, 2020 subscription agreement. Line of credit The Company had a line of credit agreement with a bank with a maximum borrowing limit, effective July 2, 2019, of $500,000. Borrowings under this agreement bear interest at a rate of 6.5% per annum. The line of credit expired on August 31, 2021. At September 30, 2021, the Company had no outstanding balance on the line of credit. | 7. Debt On August 27, 2020, the Company entered into a settlement agreement with O’Melveny & Myers LLP (“OMM”) pursuant to which the Company issued to OMM a secured promissory note (the “OMM Note”) in the aggregate principal amount of $1.1 million in satisfaction of certain accounts payable owed to OMM, and is outstanding at December 31, 2020. The OMM Note bears interest at 1.68% per annum and matured on December 30, 2020. The Company’s obligations pursuant to the OMM Note are secured by substantially all of the Company’s assets. In 2020, the Company recorded a gain on forgiveness of liabilities in the amount of $594,000 which is included in other income. On April 2, 2021, the Company and OMM entered into a Fee Agreement stating the OMM Note maturity date was extended to the earlier of (i) June 24, 2021, and (ii) the date that is five days following the first closing by the Company of its issuance and sale of debt or equity securities in a public offering or private placement transaction (such earlier date, the “Extension Date”). An extension fee in the amount of $118,000 is payable on or before the Extension Date and is included in accrued liabilities at December 31, 2020. If the OMM Note is not paid in full, including the extension fee, on the Extension Date an additional fee of $472,000 is due and payable on demand. On July 28, 2020, the Company entered into a Securities Purchase Agreement with Oasis Capital (“Oasis”), a related party of the Company, pursuant to which the Company received $500,000 and issued to Oasis (i) an 8.0% original issue discount promissory note payable, with a six month term and aggregate principal amount of $615,000, and (ii) 90,000 common shares of the Company at $3.37 per share. A related party earned a fee of $40,000 for facilitating the transaction. At December 31, 2020, the Company had $304,000 outstanding, net of unamortized debt costs of $213,000 on the Oasis promissory note. On March 10, 2021, the Company and Oasis Capital entered into an Exchange Agreement under which Oasis Capital surrendered the Oasis promissory note dated July 28, 2020 in exchange for a new convertible promissory note issued to Oasis Capital with (i) a principal amount of $796,159, (ii) interest rate of 8.0% per annum, (iii) a 12 month maturity date, and (iv) convertible into common shares of the Company (the “Conversion Shares”). The conversion price is 90% of the lowest volume weighted average price of the Company’s common shares during the 10 consecutive trading day period ending and including the trading day immediately preceding the delivery of the notice of conversion. The issuance of the Conversion Shares is subject to regulatory and NASDAQ approvals. Subscription Agreements On March 23, 2020, the Company entered into subscription agreements by and among the Company and the investors party thereto, including the Advisor, a related party, for the purchase and sale of 725 units (collectively, the “Units” and individually, a “Unit”) for aggregate gross proceeds of $725,000 (the “Offering”), with each Unit consisting of (a) a 6% convertible debenture in the principal amount of $1,000, which is convertible at $0.6495 per share into 1,540 common shares of the Company, and (b) a warrant to purchase 1,540 common shares of the Company exercisable at any time on or before the third year anniversary date at an exercise price of $0.60 per share. The warrant includes a provision restricting the warrant holder from exercising it if the aggregate number of common shares held by the warrant holder equals or exceeds 5.0% of the issued and outstanding shares of the Company, calculated on a partially converted basis (i.e., assuming the conversion of all rights to receive common shares of the Company held by the warrant holder). In connection with the Offering and as compensation for the Advisor’s services, the Company issued to the Advisor convertible debentures equal to $58,000 and convertible into 89,320 common shares and with other terms also substantially the same as the investors. The Company received cash proceeds of $575,000 from the Offering, and a participant of the offering, a related party, paid directly $150,000 to a financial consultant for a prepayment of services to the Company. The Company used the remaining proceeds from the Offering for general corporate and working capital purposes. During the year ended December 31, 2020, the Company converted all of the outstanding convertible debenture balance of $783,000, including the Advisor fee, and issued, in the aggregate, 1,205,820 common shares of the Company, of which $408,000 of convertible debenture was held by related parties, and they were issued in the aggregate 628,320 common shares. PPP Funds On April 9, 2020, the Company received loan proceeds in the amount of $667,400 (the “PPP Funds”) and entered into a loan agreement with Citizens National Bank of Texas pursuant to the CARES Act. The CARES Act was established in order to enable small businesses to pay employees during the economic slowdown caused by COVID -19 -four On October 5, 2020, the Company submitted the PPP Loan forgiveness application, which is pending approval by the Lender. In accordance with the terms and conditions of the Flexibility Act, the Lender has 60 days from receipt of the completed application to issue a decision to the Small Business Administration (“SBA”). If the Lender determines that the borrower is entitled to forgiveness of some or all of the amount applied for under the statue and applicable regulations, the Lender must request payment from the SBA at the time the Lender issues its decision to the SBA. The SBA will, subject to any SBA review of the loan or loan application, remit the appropriate forgiveness amount to the Lender, plus any interest accrued through the date of payment, not later than 90 days after the Lender issues its decision to the SBA. Although the Company believes it is probable that the PPP Loan will be forgiven, the Company cannot currently provide any objective assurance that it will obtain forgiveness in whole or in part. Line of credit The Company has a line of credit agreement with a bank with a maximum borrowing limit, effective July 2, 2019, of $500,000. Borrowings under this agreement bear interest at an interest rate of 6.5% per annum. On March 17, 2021, the line of credit term was extended to August 31, 2021. Borrowings under the line of credit are secured by the inventory and accounts receivable balances of the Company. As of December 31, 2020, the outstanding balance was $406,000. The line of credit agreement also contains customary insurance requirements, limits on cross collateralization and events of default, including, among other things, failure to make payments, insolvency or bankruptcy, business termination, merger or consolidation or acquisition without written consent, a material impairment of the Lender’s lien in the collateral or in the value of such collateral, or material adverse change to the business that would impair the loan. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | 8. Fair Value Measurements The authoritative guidance for fair value measurements establishes a three -tier Assets and Liabilities that are Measured at Fair Value on a Recurring Basis The Company’s consolidated financial instruments include cash equivalents, accounts receivable, notes receivable, investments, accounts payable, accrued liabilities and preferred shares. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying amount of cash equivalents, accounts receivable, notes receivable, accounts payable and accrued liabilities are generally considered to be representative of their respective fair values because of the short -term The following table provides information by level for liabilities that are measured at fair value using significant unobservable inputs (Level 3) (in thousands): Warrant Liability at January 1, 2021 $ 89 Reclassification to equity (84 ) Liability at September 30, 2021 $ 5 Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis The Company’s non -financial -term | 3. Fair Value Measurements The authoritative guidance for fair value measurements establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level Assets and Liabilities that are Measured at Fair Value on a Recurring Basis Our financial instruments include cash equivalents, accounts receivable, note receivable, accounts payable, accrued expenses, line of credit, debt, related party debt and preferred shares. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying amount of cash equivalents, accounts receivable, note receivable, accounts payable and accrued expenses are generally considered to be representative of their respective fair values because of the short -term The following table provides information by level for liabilities that are measured at fair value using significant unobservable inputs (Level 3) (in thousands): Warrant liability as of January 1, 2020 $ — Additions to warrant liability 186 Reclassification to equity (97 ) Warrant liability as of December 31, 2020 $ 89 Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis The Company’s non -financial Note 6 — Intangible Assets and Goodwill |
Preferred Shares
Preferred Shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Preferred Shares | ||
Preferred Shares | 9. Preferred Shares Series G Preferred Shares On July 13, 2021, the Company filed articles of amendment to create a series of preferred shares, being, an unlimited number of Series G Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. Each shareholder of the Series G Preferred Shares, may, at any time, convert all or any part of the Series G Preferred Shares provided that after such conversion the common shares issuable, together with all the common shares held by the shareholder in the aggregate would not exceed 4.99% of the total number of outstanding common shares of the Company. This amount may be increased to 9.99% with 61 days’ notice to the Company. Each Series G Preferred Share has a stated value of $1,000 and is convertible into the Company’s common shares at a conversion price equal to the lower of (i) 80% of the average of the three lowest volume weighted average price of the common stock during the ten trading days immediately preceding, but not including, the conversion date and (ii) $2.75; however, in no event shall the conversion price be lower than $1.00 per share. The Series G Preferred Shares are non -voting On July 12, 2021, the Company entered into a Securities Purchase Agreement with two institutional investors (the “Purchasers”), for the issuance of an aggregate of $10.0 million worth of Series G Convertible Preferred Shares of the Company (the “Series G Preferred Shares”), and the issuance to the purchasers of an aggregate of 2,000,000 warrants to purchase common shares of the Company, which such warrants have a term of three During the nine months ended September 30, 2021, the Company has issued 3,272,728 common shares of the Company for the conversion of 9,000 Series G Preferred Shares. There are 1,000 Series G Preferred Shares outstanding at September 30, 2021. Series E Preferred Shares On September 17, 2020, the Company filed articles of amendment to create a series of preferred shares, being, an unlimited number of Series E Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. The shareholder of the Series E Preferred Shares, may, at any time, convert all or any Series E Preferred Shares provided that the common shares issuable upon such conversion, together with all other common shares of the Company held by the shareholder in the aggregate, would not cause such shareholder’s ownership of the Company’s common shares to exceed 4.99% of the total number of outstanding common shares of the Company. This amount may be increased to 9.99% with 61 days’ notice to the Company. Each Series E Preferred Share has a stated value of $1,000 and is convertible into the Company’s common shares at a conversion price equal to the lower of (i) 70% of the average of the three lowest volume weighted average price of the common stock during the ten trading days immediately preceding, but not including, the conversion date and (ii) $2.00; however, in no event shall the conversion price be lower than $1.00 per share. The Series E Preferred Shares are non -voting On September 14, 2020, the Company entered into a Securities Purchase Agreement (“Westworld SPA”) with Westworld Financial Capital, LLC (“Westworld”) relating to the issuance and sale to the investor of 3,000 shares of the Company’s subsequently established Series E Convertible Preferred Shares in a private placement transaction for net proceeds of $2.7 million. The Company paid Torrington a business advisory fee of $240,000 related to this transaction. Under the Westworld SPA, the Company agreed to obtain the consent of Westworld for any additional financings by the Company. On March 9, 2021, the Company and Westworld entered into an Amendment to the Westworld SPA and on March 23, 2021, the Company issued 250,000 common shares of the Company with a fair value of $653,000 to Westworld for the Company’s failure to file a timely registration statement required under the Westworld SPA. Such expense is included in interest income and other, net on the consolidated statement of operations. On April 8, 2021, the Company was in default for failure to file a timely registration statement for the shares issued on March 9, 2021. As stated in the Amendment to the Westworld SPA, the Company incurs a penalty equal to 24.0% per annum on the additional common shares issued’s fair value of $653,000 until there is a registration statement filed or September 19, 2021. During the nine months ended September 30, 2021, the Company has issued 2,456,918 common shares of the Company for the conversion of 3,000 Series E Preferred Shares. There are no Series E Preferred Shares outstanding at September 30, 2021. Series D Preferred Shares On May 6, 2020, the Company filed articles of amendment to create a series of preferred shares, being, an unlimited number of Series D Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. The Series D Preferred Shares are convertible into our common shares, at a conversion price equal to $0.65, subject to certain anti -dilution On April 30, 2020, the Company entered into a Securities Purchase Agreement with two investors relating to the issuance and sale, in the aggregate, of 1,694,000 shares of the Company’s subsequently established Series D Preferred Shares, no par value and warrants to purchase up to 1,694,000 common shares of the Company in a private placement transaction, in exchange for the assignment to the Company by the investors of certain convertible promissory notes receivable held by the investors in an aggregate amount of $1.1 million. Subject to certain limitations, the warrants are exercisable at an exercise price equal to $0.92 per common share, subject to adjustments as provided under the terms of the warrants, and are exercisable for five During the nine months ended September 30, 2021 and 2020, the Company issued common shares of the Company of 909,000 and 785,000, respectively, for the conversion of 909,000 and 785,000, Series D Preferred Shares, respectively. There are no Series D Preferred Shares outstanding at September 30, 2021. Series C Preferred Shares On October 30, 2019, the directors of the Company passed a resolution authorizing the filing of articles of amendment to create a series of preferred shares, being, an unlimited number of Series C Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. On November 6, 2019, the Company filed the Articles of Amendment to create the Series C Preferred Shares. Pursuant to the articles of amendment governing the rights and preferences of outstanding shares of Series C Preferred Shares, each preferred share, subject to prior shareholder approval, are convertible into our common shares, at a conversion rate in effect on the date of conversion. Overland, a former related party and the sole shareholder of the Series C Preferred Shares, agreed that it would not exercise its conversion right with respect to its Series C Preferred Shares until the earlier of (i) October 31, 2020 or (ii) such time that we file for bankruptcy or an involuntary petition for bankruptcy is filed against us (unless such petition is dismissed or discharged within 30 days). On October 31, 2020, the Company received notification requesting conversion of the Series C Preferred Shares held by Overland. On March 3, 2021, the Company issued two investors in the aggregate 1,440,000 common shares for the conversion of all of the outstanding 1,600,000 Series C Preferred Shares. There are no Series C Preferred Shares outstanding at September 30, 2021. Series B Preferred Shares In July 2019, the Company filed articles of amendment to create a series of preferred shares, being, an unlimited number of Series B Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. In July 2019, following the filing of the Articles of Amendment to create the Series B Preferred Shares, the Company entered into a share exchange agreement with FBC Holdings to exchange 6,500,000 Series A Preferred Shares held by FBC Holdings for 6,843,778 Series B Preferred Shares, which included accrued dividends. Pursuant to the terms of a waiver agreement entered into by FBC Holdings and the Company on April 8, 2021, FBC Holdings has irrevocably and unconditionally waived its ability, upon providing the Company with at least 61 days’ prior written notice, to increase or decrease the maximum percentage from the 9.99% threshold provided for in the Company’s articles of amendment governing the rights and preferences of outstanding shares of Series B Preferred Shares unless FBC Holdings obtains the Company’s prior written consent. The Series B Preferred Shares (i) were convertible into the Company’s common shares, subject to prior shareholder approval, at a conversion rate equal to $1.00 per share, plus accrued and unpaid dividends, divided by an amount equal to 0.85 multiplied by a 15 -day As of September 30, 2021 and December 31, 2020, accrued liabilities included $0 and $71,000, respectively, for related party preferred shares dividends. For the nine months ended September 30, 2021 and 2020, there were related party preferred dividends of $329,000 and $0, respectively. Management has determined that the conversion terms of the outstanding Series G Preferred Shares do not cause the preferred shares to be treated as liability instruments, and accordingly such preferred shares are presented as equity instruments. | 8. Preferred Shares Series E Preferred Shares On September 17, 2020, the Company filed articles of amendment to create a fifth series of preferred shares, being, an unlimited number of Series E Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. The shareholder of the Series E Preferred Shares, may, at any time, convert all or any Series E Preferred Shares provided that the common shares issuable upon such conversion, together with all other common shares of the Company held by the shareholder in the aggregate, would not cause such shareholder’s ownership of the Company’s common shares to exceed 4.99% of the total number of outstanding common shares of the Company. This amount may be increased to 9.99% with 61 days’ notice to the Company. Each Series E Preferred Share has a stated value of $1,000 and is convertible into the Company’s common shares at a conversion price equal to the lower of (i) 70% of the average of the three lowest volume weighted average prices of the common shares during the ten trading days immediately preceding, but not including, the conversion date and (ii) $2.00; however, in no event shall the conversion price be lower than $1.00 per share. The Series E Preferred Shares are non -voting On September 14, 2020, the Company entered into a Securities Purchase Agreement (“Westworld SPA”) with Westworld Financial Capital, LLC (“Westworld”), a beneficial owner, relating to the issuance and sale to the investor of 3,000 shares of the Company’s subsequently established Series E Preferred Shares in a private placement transaction for net proceeds of $2.7 million. On September 23, 2020, the Company entered into an amendment to the Westworld SPA. Under the amendment, Westworld and the Company agreed that to the extent Westworld converts any Series E Preferred Shares into common shares, such common shares shall be prohibited from being voted with respect to any proposal related to the transactions contemplated by the Westworld SPA, including any proposal seeking to obtain shareholder approval of the transactions contemplated by the Westworld SPA in accordance with Nasdaq rules. The Company paid a related party a business advisory fee of $240,000 related to this transaction. On March 9, 2021, the Company and Westworld entered into an Amendment to the Westworld SPA and on March 23, 2021 the Company issued 250,000 common shares of the Company to Westworld for failure to file a timely registration statement required under the Westworld SPA. In addition, on March 9, 2021, the Company converted 300 Series E Preferred Shares and issued 197,798 common shares of the Company to Westworld. Series D Preferred Shares On May 6, 2020, the Company filed articles of amendment to create a fourth series of preferred shares, being, an unlimited number of Series D Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. The Series D Preferred Shares are convertible into our common shares, at a conversion price equal to $0.65, subject to certain anti -dilution issuable, together with all the common shares held by the shareholder in the aggregate would not exceed 4.99% of the total number of outstanding common shares of the Company. This amount may be increased to 9.99% with 61 days’ notice to the Company. On April 30, 2020, the Company entered into a Securities Purchase Agreement with two investors (the “Purchasers“) relating to the issuance and sale, in the aggregate, of 1,694,000 shares (the “Shares“) of the Company’s subsequently established Series D Preferred Shares, no par value and warrants to purchase up to 1,694,000 common shares of the Company in a private placement transaction, in exchange for the assignment to the Company by the investors two convertible notes receivable in the name of Rainmaker held by the investors in an aggregate amount of $1.1 million. The warrants are exercisable at an exercise price equal to $0.92 per common share, subject to adjustments as provided under the terms of the warrants, and are exercisable for a five During the year ended December 31, 2020, the Company converted 785,000 shares of the Series D Preferred Shares and issued 785,000 common shares of the Company. As a result of the conversion, one of the Purchasers, Gora Consulting Corp. (“Gora”) is classified as a related party of the Company. Gora participated in the Securities Purchase Agreement by acquiring 847,000 Shares and warrants to purchase 847,000 common shares, in exchange for the assignment to the Company certain promissory notes receivable held by Gora in an aggregate amount of $550,000. During the year ended December 31, 2020, Gora converted 485,000 Series D Preferred Shares and was issued 485,000 common shares of the Company. In addition, on April 21, 2020, the sole owner of Gora entered into a share purchase agreement with an employee of the Company and acquired 211,745 common shares of the Company. In the first quarter of 2021, the Company converted 895,000 Series D Preferred Shares and issued 895,000 common shares of the Company, which included Gora’s 348,000 Series D Preferred Shares and Gora was issued 348,000 common shares of the Company. Series C Preferred Shares On October 30, 2019, the directors of the Company passed a resolution authorizing the filing of articles of amendment to create a third series of preferred shares, being, an unlimited number of Series C Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. On November 6, 2019, the Company filed the Articles of Amendment to create the Series C Preferred Shares. Pursuant to the articles of amendment governing the rights and preferences of outstanding shares of Series C Preferred Shares, each preferred share are convertible into our common shares, at a conversion rate in effect on the date of conversion. Overland, a related party and the sole shareholder of the Series C Preferred Shares, agreed that it would not exercise its conversion right with respect to its Series C Preferred Shares until the earlier of (i) October 31, 2020 and (ii) such time that we file for bankruptcy or an involuntary petition for bankruptcy is filed against us (unless such petition is dismissed or discharged within 30 days) provided that after such conversion the common shares issuable, together with the aggregate common shares held by Overland would not exceed 19.9% of the total number of outstanding common shares of the Company. At December 31, 2020, the Company has issued and outstanding 1,600,000 Series C Preferred Shares of the Company valued at $1.00 per share. On October 31, 2020, the Company received notification requesting conversion of the Series C Preferred Shares held by Overland. On March 3, 2021, the Company converted 1,600,000 Series C Preferred Shares and issued two investors in the aggregate 1,440,000 common shares; (i) SBC Investments Ltd. (“SBC”) was issued 720,000 common shares, which Kathryn Fell is sole owner of SBC and has voting power over these common shares; and (ii) Tyrell Global Acquisitions Inc. (“Tyrell”) was issued 720,000 common shares, which Gordon McWilliams is sole owner of Tyrell and has voting power over these common shares. Series B Preferred Shares In July 2019, the Company filed of articles of amendment to create a second series of preferred shares, being, an unlimited number of Series B Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. In July 2019, following the filing of the Articles of Amendment to create the Series B Preferred Shares, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with FBC Holdings to exchange 6,500,000 Series A Preferred Shares held by FBC Holdings for 6,500,000 Series B Preferred Shares. On July 14, 2020, the Company entered into a lock -up -up -up -up The Series B Preferred Shares (i) are convertible into the Company’s common shares at a conversion rate equal to $1.00 per share, plus accrued and unpaid dividends, divided by an amount equal to 0.85 multiplied by a 15 -day In August 2019, the Company issued 343,778 Series B Preferred Shares with a fair value of $343,778 to FBC Holdings in satisfaction of accrued dividends at such date. Management has determined that the conversion terms of the Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares do not cause the preferred shares to be treated as liability instruments, and accordingly such preferred shares are presented as equity instruments. For the years ended December 31, 2020 and 2019, there was related party interest expense of $142,000 and $292,000, respectively, related to preferred shares dividends. |
Share Capital
Share Capital | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share Capital [Abstract] | ||
Share Capital | 10. Share Capital In September 2021, the Company completed a registered direct offering of an aggregate of 22,600,000 common shares, no par value, of the Company, and warrants to purchase an aggregate of 11,299,000 common shares of the Company at a combined offering price of $8.50 per share. The warrants have an exercise price of $9.50 per share. Each warrant is exercisable for one common share and is immediately exercisable and will expire five years from the issuance date. A holder (together with its affiliates) may not exercise any portion of such holder’s warrants to the extent that the holder would own more than 4.99% of the Company’s outstanding common shares immediately after exercise, except that upon notice from the holder to the Company, the holder may decrease or increase the limitation of ownership of outstanding stock after exercising the holder’s warrants up to 9.99% of the number of common shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants, provided that any increase in such limitation shall not be effective until 61 days following notice to the Company. Net proceeds, after deducting placement agent’s fees, commissions and other offering expenses, were approximately $176.3 million. Maxim Group LLC (“Maxim”) acted as the sole placement agent in connection with the offering. The proceeds will be used, in part, towards the purchase of 60,000 crypto mining machines (“miners”). In August 2021, the Company completed the purchase and sale of 2,488,530 units (collectively, the “Units” and individually, a “Unit”) at a combined offering price of $4.25 per Unit with each Unit consisting of (a) one common share of the Company, (b) a warrant to purchase one common share of the Company at an exercise price of $6.50 per share immediately exercisable and will expire three years from the issuance date (the “A Warrant”), and (c) a warrant to purchase one common share of the Company at an exercise price of $7.50 per share immediately exercisable and will expire three years from the issuance date (the “B Warrant”) (collectively the “August 2021 Warrants”). The August 2021 Warrants include a provision restricting the warrant holder from exercising it if the aggregate number of common shares held by the warrant holder equals or exceeds 4.99% of the issued and outstanding shares of the Company, calculated on a partially converted basis (i.e., assuming the conversion of all rights to receive common shares of the Company held by the warrant holder). In addition, as an introduction fee, the Company issued to OTC Hospitality Group 106,958 A Warrants and 106,958 B Warrants, with the same terms as the August 2021 Warrants, to purchase, in the aggregate, up to 213,916 common shares and paid to OTC Hospitality Group $456,000 in cash. Net proceeds were approximately $10.1 million. The Company intends to use the proceeds for general corporate and working capital purposes. In May 2021, the Company completed the closing of its underwritten public offering of 5,600,000 common shares at a price to the public of $1.25 per share. Maxim acted as the sole placement agent in connection with the offering. The Company granted to Maxim a 45 -day -allotment In May 2021, the Company entered into a settlement and termination agreement with Torrington, and as full and final settlement of all amounts owing under the February 13, 2020 Business Advisory Agreement, whether fixed, contingent or otherwise, the Company issued to Torrington, as a one -time In May 2020, the Company entered into an equity purchase agreement and registration rights agreement with Oasis to purchase from the Company up to $11.0 million worth of common shares of the Company. Under the purchase agreement, the Company has the right to sell up to $11.0 million of its common shares to Oasis over a 36 -month -effective Warrants At September 30, 2021, the Company had the following outstanding warrants to purchase common shares: Date issued Contractual life Exercise price Number outstanding Expiration August 2017 5 $ 42.00 37,500 August 11, 2022 August 2017 5 $ 42.00 11,876 August 16, 2022 August 2017 5 $ 42.00 25,625 August 22, 2022 April 2018 5 $ 5.60 111,563 April 17, 2023 March 2020 3 $ 0.60 31,000 March 23, 2023 April 2020 5 $ 0.92 579,500 April 30, 2025 May 2021 5 $ 1.375 224,000 May 27, 2026 July 2021 3 $ 4.00 2,000,000 * August 2021 3 $ 6.50 2,595,488 August 25, 2024 August 2021 3 $ 7.50 2,595,488 August 25, 2024 September 2021 5 $ 9.50 11,299,999 September 8, 2026 19,512,039 ____________ * These warrants require shareholder approval to exercise, which has not occurred as of September 30, 2021, and expire on the third anniversary of the initial exercise date. | 9. Share Capital On June 1, 2020, the Company entered into a consulting agreement with GROUPE PARAMEUS CORP (“GROUPE P”) to provide consulting services for one year to the Company in the area of corporate finance, investor communications and financial and investor public relations. As compensation for GROUPE P’s services to be provided pursuant to the consulting agreement, in addition to a prepayment of $150,000 in cash, the Company granted 100,000 restricted stock awards, 100,000 common shares of the Company pursuant to the terms of Regulation D under the Securities Act of 1933, and a non -qualified On April 24, 2020, the Company entered into a consulting agreement with ROK Consulting Inc. (“ROK”) to provide consulting services to the Company in the area of corporate finance, investor communications and financial and investor public relations (the “ROK Consulting Agreement”). As compensation for ROK’s services to be provided pursuant to the ROK Consulting Agreement, in addition to cash compensation, the Company agreed to issue to ROK 375,000 common shares of the Company. On June 19, 2020, the Company issued 150,000 common shares of the Company with a fair value of $360,000 to ROK per the terms of the ROK Consulting Agreement. On August 4, 2020, the Company issued 225,000 common shares of the Company with a fair value of $725,000 to ROK per the terms of the ROK Consulting Agreement. In May 2020, the Company entered into an equity purchase agreement and registration rights agreement with Oasis Capital, LLC (“Oasis Capital”), to purchase from the Company up to $11.0 million worth of common shares of the Company. Under the purchase agreement, the Company has the right to sell up to $11.0 million of its common shares to Oasis Capital over a 36 -month -1 -effective In October 2019, the Company entered into a subscription agreement and issued 149,500 common shares of the Company at $1.19 per share to a vendor in exchange for the satisfaction of certain accounts payable. The aggregate amount of the obligations shall be reduced by the cash proceeds actually received by the vendor from the sale of the shares by the vendor. In October 2019, the Company entered into a related party subscription agreement and issued 330,000 common shares of the Company at $1.07 per share to a vendor in exchange for the satisfaction of certain accounts payable. The aggregate amount of the obligations shall be reduced by the cash proceeds actually received by the vendor from the sale of the shares by the vendor. In August 2019, the Company entered into a purchase agreement for a private placement to issue 251,823 common shares of the Company, of which 175,765 common shares have been issued, at a purchase price of $1.29 per share for gross proceeds received of $325,000. The Company used the proceeds from the offering for general corporate and working capital purposes. In July 2019, the Company completed a private placement and issued 240,000 common shares of the Company at a purchase price of $2.00 per share for gross proceeds of $480,000. The Company used the proceeds from the offering for general corporate and working capital purposes. The Company has unlimited authorized shares of common shares at no par value. At December 31, 2020, the Company had the following outstanding warrants to purchase common shares: Date issued Contractual life Exercise Number Expiration March 2016 5 $ 500.00 150 March 4, 2021 August 2017 5 $ 42.00 37,500 August 11, 2022 August 2017 5 $ 42.00 11,876 August 16, 2022 August 2017 5 $ 42.00 25,625 August 22, 2022 April 2018 5 $ 5.60 111,563 April 17, 2023 March 2020 3 $ 0.60 905,820 March 23, 2023 April 2020 5 $ 0.92 1,694,000 April 30, 2025 2,786,534 (1) ____________ (1) Includes 1,860,320 of warrants to purchase common shares, in the aggregate, outstanding to related parties at December 31, 2020. Subsequent to December 31, 2020, the Company issued 743,820 common shares of the Company for the exercise of warrants and received $478,000 in proceeds. |
Equity Incentive Plans
Equity Incentive Plans | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Equity Incentive Plans | 11. Equity Incentive Plans Restricted Stock Awards During the nine months ended September 30, 2021 and 2020, the Company granted restricted stock awards (“RSA”) in lieu of cash payment for services performed. The estimated fair value of the RSAs was based on the market value of the Company’s common shares on the date of grant. During the nine months ended September 30, 2021 and 2020, the Company granted fully vested RSAs of 301,880 and 400,841, respectively, with a fair value of $1.4 million and $771,000, respectively. Share-Based Compensation Expense The Company recorded the following compensation expense related to its share -based Nine Months Ended 2021 2020 Sales and marketing $ 130 $ 2 Research and development — 3 General and administrative 169 — Total share-based compensation expense $ 299 $ 5 As of September 30, 2021, there was $53,000 unrecognized compensation expense related to unvested equity -based three | 10. Equity Incentive Plans As of December 31, 2020, a total of 1,255,860 common shares are authorized for issuance with respect to awards granted under the 2015 Plan (not including shares subject to terminated awards under our Second Amended and Restated Stock Option Plan that become available for issuance under the 2015 Plan). In addition, the share limit will automatically increase on the first trading day in January of each calendar year during the term of the 2015 Plan by an amount equal to the lesser of (i) 10% of the total number of common shares issued and outstanding on December 31 of the immediately preceding calendar year, or (ii) such number of common shares as may be established by the Board. The 2015 Plan authorizes the board of directors to grant stock and options awards to directors, employees and consultants. As of December 31, 2020, the Company had approximately 51,500 share -based The Company’s Employee Stock Purchase Plan (“ESPP”) authorizes the purchase of up to 37,500 common shares by employees under the plan. As of December 31, 2020 and 2019, there were no offering periods available to employees. Stock Options The options granted in 2020 were issued to non -employees -Scholes -free -free Option activity is summarized below: Shares Weighted- Weighted- Aggregate Options outstanding at January 1, 2019 20,050 $ 199.06 Granted — $ — Exercised — $ — Forfeited (17,450 ) $ 160.93 Options outstanding at December 31, 2019 2,600 $ 781.19 Granted 130,000 $ 2.52 Exercised (30,000 ) $ 2.52 Forfeited (1,425 ) $ 995.07 Options outstanding at December 31, 2020 101,175 $ 8.94 5.4 $ — Vested and expected to vest at December 31, 2020 101,175 $ 8.94 5.4 $ — Exercisable at December 31, 2020 101,175 $ 8.94 5.4 $ — Restricted Stock Units The following table summarizes information about RSU activity: Number of Weighted Outstanding – January 1, 2019 53,004 $ 31.21 Granted 100,000 $ 2.51 Vested and released (131,541 ) $ 9.68 Forfeited (665 ) $ 64.95 Outstanding – December 31, 2019 20,798 $ 4.99 Granted — $ — Vested and released (20,420 ) $ 3.82 Forfeited (378 ) $ 68.02 Outstanding – December 31, 2020 — $ — The estimated fair value of RSUs was based on the market value of the Company’s common shares on the date of grant. RSUs typically vest over a three -year Outside of 2015 Equity Incentive Plan On March 26, 2019, the Board of Directors of the Company approved and granted 100,000 RSUs outside of the 2015 Plan to an employee. The RSUs have an estimated fair value of $2.51 per unit and fully vested in 2019. Restricted Stock Awards During 2020 and 2019, the Company granted restricted stock awards (“RSA”) to certain employees, directors and consultants in lieu of cash payment for services performed. The estimated fair value of the RSAs was based on the market value of the Company’s common shares on the date of grant. The RSAs were fully vested on the date of grant. The fair value of the RSAs vested during the years ended December 31, 2020 and 2019 was approximately $0.8 million and $0.2 million, respectively. The following table summarizes information about RSA activity: Number of Weighted Average Outstanding – January 1, 2019 — $ — Granted 194,000 $ 1.20 Vested (194,000 ) $ 1.20 Outstanding – December 31, 2019 — $ — Granted 400,841 $ 1.92 Vested (400,841 ) $ 1.92 Outstanding – December 31, 2020 — $ — Share-Based Compensation Expense The Company recorded the following compensation expense related to its share -based Year Ended 2020 2019 Cost of sales $ — $ — Sales and marketing 2 279 Research and development 3 61 General and administrative — 297 Total share-based compensation expense $ 5 $ 637 As of December 31, 2020, there was no unrecognized compensation expense related to unvested equity -based |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net Loss per Share | 12. Net Loss per Share Basic net loss per share is computed by dividing net loss applicable to common shareholders by the weighted -average Anti -dilutive Nine Months Ended 2021 2020 Preferred shares issued and outstanding 1,000 9,355,778 Common share purchase warrants 19,512,039 2,901,182 Options and RSUs outstanding 71,728 101,175 | 11. Net Loss per Share Basic net loss per share is computed by dividing net loss applicable to common shareholders by the weighted -average Anti -dilutive December 31, 2020 2019 Preferred shares 9,355,778 8,443,778 Common share purchase warrants 2,786,534 205,562 Restricted stock not yet vested or released — 20,798 Options outstanding 101,175 2,600 |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Line Items] | ||
Related Party Transactions | 13. Related Party Transactions In November 2018, the Company entered into a Transition Service Agreement (“TSA”) to facilitate an orderly transition process for the divestiture of Overland. In October 2019, the Company entered into a conversion agreement by and among the Company, HVE and Overland under which Overland agreed to convert the following debt, accrued payables and prepayment of future goods and services into 1,600,000 Series C Preferred Shares of the Company valued at $1.00 per share: (i) principal and accrued interest of $520,000 under the Secured Promissory Note dated November 13, 2018 by and among the Company, HVE and Overland; (ii) accrued fees of $632,000 under the TSA and as modified, by and among the Company and Overland; and (iii) prepayment of $448,000 for future goods and services under the TSA. At September 30, 2021 and December 31, 2020, other current assets included nil and $115,000, respectively, for prepayment of services under the TSA. Overland is no longer a related party of the Company. Net expense incurred by the Company related to the TSA was minimal during 2021. Net expense incurred by the Company related to such agreement was approximately $74,000 and $261,000 during the three and nine months ended September 30, 2020. As of September 30, 2021 and December 31, 2020, accrued liabilities included nil | 13. Related Party Transactions In February 2020, the Company entered into a business advisory agreement (the “Torrington Advisory Agreement”) with Torrington. Under the Torrington Advisory Agreement, Torrington is to receive certain consideration in the event the Company enters into a business combination. In September 2020, the Company and Torrington entered into Amendment No. 1 to the Business Advisory Agreement (the “Torrington Amendment”). Under the Torrington Amendment, the parties agreed that if the Company closed on its merger with Rainmaker pursuant to the Agreement and Plan of Merger, dated July 14, 2020, Torrington shall receive 1,800,000 common shares of the Company as compensation under the Torrington Advisory Agreement, subject to regulatory and NASDAQ approvals. On February 12, 2021, the Rainmaker Merger Agreement was terminated as the Company was unable to obtain all necessary regulatory approvals relating to the proposed transaction prior to the agreed date of January 31, 2021. 1542082 Ontario Limited (“1542082 Ontario”), an investor participating in the March 23, 2020 offering, held enough common shares of the Company be classified as a related party. 1542082 Ontario acquired 231,000 common shares of the Company in the March 23, 2020 offering. In March 2020, 1542082 Ontario, paid on the Company’s behalf $150,000 directly to a business advisor for a prepayment of future services to the Company. In October 2019, the Company entered into a conversion agreement by and among the Company, HVE and Overland under which Overland agreed to convert the following debt, accrued payables and prepayment of future goods and services into 1,600,000 Series C Preferred Shares of the Company valued at $1.00 per share: (i) principal and accrued interest of $520,000 under the Secured Promissory Note dated November 13, 2018 by and among the Company, HVE and Overland; (ii) accrued fees of $632,000 under the TSA dated November 13, 2018 by and among the Company and Overland; and (iii) prepayment of $448,000 for future goods and services under the TSA. In November 2018, the Company entered into a TSA to facilitate an orderly transition process for the divestiture of Overland. The TSA has terms ranging from up to 24 months depending on the service. As of December 31, 2020, the TSA has a remaining prepaid balance of $115,000. Net expense incurred by the Company related to the TSA was approximately $230,000 and $525,000 for the years ended December 31, 2020 and 2019, respectively, and was included in continuing operations. In August 2019, the Company entered into agreements with certain executives of the Company and the Company’s Board of Directors to extinguish certain accrued liabilities. The Company wrote off $1.7 million of outstanding liabilities and recorded a gain on forgiveness of liabilities, which is included in other income (expense), net. As of December 31, 2020 and 2019, accounts payable and accrued liabilities included $247,000 and $207,000, respectively, due to related parties. |
Gryphon Digital Mining, Inc. [Member] | ||
Related Party Transactions [Line Items] | ||
Related Party Transactions | NOTE 9 — RELATED PARTY TRANSACTIONS During the nine months ended September 30, 2021, the Company had transactions with DecentraNet, LLC (“DecentraNet”), a company which is 48% owned by a party related to the Company’s Chairperson. Transactions with DecentraNet are summarized as follows: On February 9, 2021 the Company granted 62,340 restricted common stock awards amounting to $150,000 to DecentraNet as payment for advisory services. See Note 8 — Stockholders’ Equity for more information. On March 16, 2021, the Company had a private placement and issued 16,667 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies [Line Items] | ||
Commitments and Contingencies | 14. Commitments and Contingencies BitFuFu Machine Purchase Agreement In July 2021, the Company entered into an agreement with FuFu Technology Limited (“BitFuFu”), subsequently amended in September 2021, for the purchase of cryptocurrency mining hardware and other equipment to the Company. The Company has committed to purchase 60,000 machines for an aggregate value of $305.7 million through December 2022. In September 2021, the Company paid an $85.0 million down payment to BitFuFu for prepayment towards the machines to begin delivery in November 2021. The down payment and payment of total purchase price are not refundable, save as otherwise mutually agreed by the Parties. The remaining $220.7 million is payable over the next 12 months. Majestic Dragon Financial Services In July 2021, the Company retained, Majestic Dragon Financial Services Ltd. (“Majestic Dragon”), to provide consulting and advisory services to the Company commencing on the closing of the Hertford Agreement, dated as of July 31, 2021, for a term ending on the date on which Majestic Dragon and its affiliates or any funds managed by Majestic Dragon cease to own, directly or indirectly, any equity interests of the Company. The Company will pay Majestic Dragon (i) 3.0% of the Hertford Agreement transaction, paid in common shares, which amount shall be paid concurrently with any payment made to Hertford for the placement of the assets to the Company from Hertford pursuant to the terms of the Hertford Agreement, and (ii) 100 Bitcoin per year for a period of two years, payable from the first coin mined in the corresponding year. In August 2021, the Company issued 135,000 common shares with a fair value of a $456,000 under the Majestic Dragon agreement for a finders fee related to the Hertford Agreement and is included in general and administrative expense in the consolidated statements of operations. Letters of credit During the ordinary course of business, the Company provides standby letters of credit to third parties as required for certain transactions initiated by the Company. As of September 30, 2021, the Company had no outstanding standby letters of credit. Warranty and Extended Warranty The Company had $75,000 and $154,000 in deferred costs included in other current and non -current Deferred Revenue Liability at January 1, 2021 $ 739 Settlements made during the period (663 ) Change in liability for warranties issued during the period 349 Change in liability for pre-existing warranties — Liability at September 30, 2021 $ 425 Current liability 331 Non-current liability 94 Liability at September 30, 2021 $ 425 Litigation The Company is, from time to time, subject to claims and suits arising in the ordinary course of business. In the opinion of management, the ultimate resolution of such pending proceedings will not have a material effect on the Company’s results of operations, financial position or cash flows. In January 2018, Mr. Vito Lupis filed a statement of claim in the Ontario Court of Justice against a former officer of the Company, and vicarious liability against the Company, in connection with stock purchase agreements and other related agreements that would have been entered into between Mr. Lupis and the Company in 2012. In March 2019, the Company and Mr. Lupis entered into a settlement agreement pursuant to which the Company has agreed to pay Mr. Lupis certain consideration, which is included in general and administrative expense, in exchange for a dismissal of the action. In March 2021, the Company paid the outstanding balance for a release of all claims. In April 2015, the Company filed a proof of claim in connection with bankruptcy proceedings of V3 Systems, Inc. (“V3”) based on breaches by V3 of the Asset Purchase Agreement entered into between V3 and the Company dated February 11, 2014 (the “APA”). On October 6, 2015, UD Dissolution Liquidating Trust (“UD Trust”), post -confirmation -out In March 2018, UD Trust filed a complaint in U.S. District Court for the Northern District of California (“California Complaint”) asserting that two transactions involving the Company constitute fraudulent transfers under federal and state law. First, UD Trust alleges that the consolidation of the Company’s and its subsidiaries’ indebtedness to the Cyrus Group into a debenture between FBC Holdings and the Company in December 2014 constitutes a fraudulent transfer. Second, UD Trust alleges that the Share Purchase Agreement constitutes a fraudulent transfer, and seeks to require that the proceeds of the transaction be placed in escrow until the V3 litigation is resolved. The California Complaint also asserts a claim against the Company’s former CEO for breach of fiduciary duty, and a claim against the Cyrus Group for aiding and abetting breach of fiduciary duty. On July 25, 2018, the Company filed a motion seeking to dismiss all of the claims asserted against the Company and its former CEO. On the same day, the Cyrus Group filed a motion seeking to dismiss all claims asserted against the Cyrus Group. The UD Trust voluntarily dismissed this case without prejudice on February 5, 2020. In October 2019, UD Trust filed an amended complaint in the Delaware Bankruptcy Court. The amended complaint includes all of the claims and parties in the original complaint first filed in October 2015 in the Utah Bankruptcy Court as well as the claims and additional parties in the California Complaint. The Company continues to believe this lawsuit to be without merit and intend to vigorously defend against the action. In February 2020, the Company filed a renewed motion seeking to dismiss the majority of the claims asserted by the UD Trust in the amended complaint. On that same day, the Company also filed a counterclaim against the UD Trust in which the Company alleged that V3 breached numerous provisions of the APA. The Company’s current and former officers and directors that were named as defendants in the amended complaint as well as the Cyrus Group all filed motions seeking to dismiss all claims that the UD Trust alleged against them. In March 2021, the Delaware Bankruptcy Court issued a Memorandum Opinion in which it for the most part denied the defendants’ motions The parties are scheduled to participate in a mediation in mid -December | 14. Commitments and Contingencies Leases As of December 31, 2020, the Company has no right -to-use Rent expense under non -cancelable -line Letters of credit During the ordinary course of business, the Company provides standby letters of credit to third parties as required for certain transactions initiated by the Company. As of December 31, 2020, the Company’s had no outstanding standby letters of credit. Warranty and Extended Warranty The Company had $0.2 million and $0.3 million in deferred costs included in other current and non -current Product Deferred Liability at January 1, 2019 $ 22 $ 1,471 Settlements made during the period — (1,087 ) Change in liability for warranties issued during the period — 725 Change in liability for pre-existing warranties (22 ) — Liability at December 31, 2019 — 1,109 Settlements made during the period — (817 ) Change in liability for warranties issued during the period — 447 Change in liability for pre-existing warranties — — Liability at December 31, 2020 $ — $ 739 Current liability $ — $ 438 Non-current liability — 301 Liability at December 31, 2020 $ — $ 739 Litigation The Company is, from time to time, subject to claims and suits arising in the ordinary course of business. In the opinion of management, the ultimate resolution of such pending proceedings will not have a material effect on the Company’s results of operations, financial position or cash flows. In January 2018, Mr. Vito Lupis filed a statement of claim in the Ontario Court of Justice alleging, among other things, breach of contracts, deceit and negligence against Mr. Giovanni J. Morelli, a former officer of the Company, and vicarious liability against the Company, in connection with stock purchase agreements and other related agreements that would have been entered into between Mr. Lupis and the Company in 2012. In March 2019, the Company and Mr. Lupis entered into a settlement agreement pursuant to which the Company has agreed to pay Mr. Lupis certain consideration, which is included in general and administrative expense, in exchange for a dismissal of the action. At December 31, 2020, the Company has a judgment against it for the outstanding balance of the settlement. In March 2021, the Company paid the outstanding balance of the settlement in exchange for a release of all claims. In April 2015, we filed a proof of claim in connection with bankruptcy proceedings of V3 Systems, Inc. (“V3”) based on breaches by V3 of the Asset Purchase Agreement entered into between V3 and the Company dated February 11, 2014 (the “APA”). On October 6, 2015, UD Dissolution Liquidating Trust (“UD Trust”), post -confirmation -out In March 2018, UD Trust filed a complaint in U.S. District Court for the Northern District of California (“California Complaint”) asserting that two transactions involving the Company constitute fraudulent transfers under federal and state law. First, UD Trust alleges that the consolidation of the Company’s and its subsidiaries’ indebtedness to the Cyrus Group into a debenture between FBC Holdings and the Company in December 2014 constitutes a fraudulent transfer. Second, UD Trust alleges that the Share Purchase Agreement constitutes a fraudulent transfer, and seeks to require that the proceeds of the transaction be placed in escrow until the V3 litigation is resolved. The California Complaint also asserts a claim against the Company’s former CEO for breach of fiduciary duty, and a claim against the Cyrus Group for aiding and abetting breach of fiduciary duty. On July 25, 2018, we filed a motion seeking to dismiss all of the claims asserted against the Company and its former CEO. On the same day, the Cyrus Group filed a motion seeking to dismiss all claims asserted against the Cyrus Group. The UD Trust voluntarily dismissed this case without prejudice on February 5, 2020. On October 22, 2019, UD Trust filed an amended complaint in the Delaware Bankruptcy Court. The amended complaint includes all of the claims and parties in the original complaint first filed in October 2015 in the Utah Bankruptcy Court as well as the claims and additional parties in the California Complaint. We continue to believe this lawsuit to be without merit and intend to vigorously defend against the action. On February 10, 2020, we filed a renewed motion seeking to dismiss the majority of the claims asserted by the UD Trust in the amended complaint. On that same day, we also filed a counterclaim against the UD Trust in which we allege that V3 breached numerous provisions of the APA. The Company’s current and former officers and directors that were named as defendants in the amended complaint as well as the Cyrus Group all filed motions seeking to dismiss all claims that the UD Trust alleged against them. The parties have completed briefing of these matters, have requested oral argument, and are waiting for the court to schedule argument, or decide the motion. |
Gryphon Digital Mining, Inc. [Member] | ||
Commitments and Contingencies [Line Items] | ||
Commitments and Contingencies | NOTE 7 — COMMITMENTS AND CONTIGENCIES Commitments Consulting Agreements On January 14, 2021, the Company entered into a consulting agreement (“Consulting Agreement”) with Chang Advisory Inc. for Robby Chang (“Consultant”), to serve as the Company’s Chief Executive Officer and as a member of the Board of Directors. The Consulting agreement will continue until terminated by either the Consultant or The Company. The Consultant will be paid $175,000 (Canadian dollars) per year and shall increase to approximately $300,000 (Canadian dollars) upon the closing of either i) an equity financing totaling at least $5,000,000 (Canadian dollars); or (ii) a debt and equity financing totaling at least $10,000,000 (Canadian dollars) (either (i) or (ii) being a “Qualifying Financing”). If a Qualifying Financing occurs within 90 days from the Effective Date, then the invoicing exception for the first ninety days shall no longer apply and the Consultant shall be entitled to immediately invoice for all completed 30 -day The Compensation Committee shall review Consultant’s Annual Fee not less frequently than on each December 31 st On May 12, 2021, the Company entered into a director agreement with one of its directors. As part of the agreement, the director agree to accept a fee of $200,000 per year, which will be paid in monthly installments. Also, the Company agreed to repurchase, for $ 1,000, 300,000 In July 2021, the Company executed a consulting agreement for the counter party to act as the chief technology advisor for the Company. As compensation for the advisory services the counter party will receive 177,380 thereafter until all shares are vested. Upon an initial public offering or a change in control of the Company, all of the unvested shares, at the time of the event, will vest immediately. The change of control provision shall not be applied to the Merger Agreement, as disclosed in Note 1. On August 19, 2021, the Company entered into a Master Services Agreement with Sphere 3D, whereby the Company shall be Sphere 3D’s exclusive provider of any and all management services for all blockchain and cryptocurrency -related -two -half -related -share Bitmain Miner Purchase Agreement On April 14, 2021, the Company entered into an agreement to purchase bitcoin mining equipment (“Purchase Agreement”) with Bitmain Technologies Limited (“Bitmain”). The Purchase Agreement is for the purchase of 7,200 machines for approximately $44,109,000, which will be delivered 600 machines each month starting in August 2021 through July of 2022. As of September 30, 2021, the Company had received 596 machines with contract value of approximately $3,656,000. As of September 30, 2021, the Company paid approximately $28,038,000 in deposits. The remaining payments as of September 30, 2021 are scheduled, as follows: Month Amount October 2021 3,303,000 November 2021 3,091,000 December 2021 3,134,000 January 2022 2,590,000 February 2022 1,361,000 March 2022 1,212,000 April 2022 1,204,000 May 2022 1,195,000 Total $ 17,090,000 Pursuant to the Company’s agreements with Bitmain, the Company is responsible for all shipping charges incurred in connection with the delivery of the miners. Coinmint Co-location Mining Services Agreement On July 1, 2021, the Company entered into an agreement with Coinmint, (the “Coinmint Agreement”), pursuant to which Coinmint agreed to provide up to approximately 22.0 MW of power and to perform all maintenance necessary to operate Company’s miners at the Coinmint facility. In exchange, Coinmint is reimbursed for direct production expenses and receives a performance fee based on the net cryptocurrencies generated by the Company’s miners deployed at the Coinmint facility. The initial term of the Coinmint Agreement is fifteen months with automatic renewals for subsequent three (3) month terms until and unless terminated as provided in the agreement. The Company determined the agreement with Coinmint does not meet the definition of a lease in accordance with Accounting Standards Codification (“ASC”) 842, Leases. Core Scientific Co-location Mining Service Agreement On September 12, 2021, the Company entered into an agreement with Core Scientific, Inc. (“Core”) (the “Core Agreement”) pursuant which Core agreed to provide the power to operate the Company’s miners and to provide all services required to maintain and operate the Company’s miners for a set fee for each KWh used by the Company’s miners. The term of the Core Agreement is forty -eight -month The Company determined the agreement with Core does not meet the definition of a lease in accordance with Accounting Standards Codification (“ASC”) 842, Leases. On August 19, 2021, Gryphon entered into a Master Services Agreement, or the Sphere MSA, with Sphere 3D. The Sphere 3D MSA has a term of three years, beginning on August 19, 2021 and terminating on August 18, 2024, with one -year -related -related Contingencies The Company is subject at times to various claims, lawsuits and governmental proceedings relating to the Company’s business and transactions arising in the ordinary course of business. The Company cannot predict the final outcome of such proceedings. Where appropriate, the Company vigorously defends such claims, lawsuits and proceedings. Some of these claims, lawsuits and proceedings seek damages, including, consequential, exemplary or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits and proceedings arising in ordinary course of business are covered by the Company’s insurance program. The Company maintains property and various types of liability insurance in an effort to protect the Company from such claims. In terms of any matters where there is no insurance coverage available to the Company, or where coverage is available and the Company maintains a retention or deductible associated with such insurance, the Company may establish an accrual for such loss, retention or deductible based on current available information. In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements, and the amount of loss is reasonably estimable, then an accrual for the cost to resolve or settle these claims is recorded by the Company in the accompanying consolidated balance sheets. If it is reasonably possible that an asset may be impaired as of the date of the financial statement, then the Company discloses the range of possible loss. Expenses related to the defense of such claims are recorded by the Company as incurred and included in the accompanying consolidated statements of operations. Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting the Company’s defense of such matters. On the basis of current information, the Company does not believe there is a reasonable possibility that, other than with regard to the Class Action described below, any material loss, if any, will result from any claims, lawsuits and proceedings to which the Company is subject to either individually, or in the aggregate. |
Subsequent Events
Subsequent Events | 2 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Line Items] | |||
Subsequent Events | 15. Subsequent Events On October 1, 2021, the Company filed articles of amendment to create a series of preferred shares, being, an unlimited number of Series H Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. Each shareholder of the Series H Preferred Shares, may, subject to prior shareholder approval, convert all or any part of the Series H Preferred Shares provided that after such conversion the common shares issuable, together with all the common shares held by the shareholder in the aggregate would not exceed 9.99% of the total number of outstanding common shares of the Company. Each Series H Preferred Share has a stated value of $1,000 and is convertible into the Company’s common shares at a conversion rate equal to one Series H Preferred Share for 1,000 common shares of the Company. The Series H Preferred Shares are non -voting In connection with the Hertford Agreement the Company entered into in July 2021, on October 1, 2021, the Company issued 96,000 Series H Preferred Shares to Hertford. The issuance of the Series H Preferred Shares was triggered by the Company’s $85.0 million deposit made to BitFuFu for cryptocurrency mining hardware and other equipment. The Company has committed to additional issuances of Series H Preferred Shares to Hertford upon execution of new cryptocurrency mining hardware equipment contracts as defined in the Hertford Agreement. On October 1, 2021, the Company issued 2,880,000 common shares with a fair value of $17.2 million for a fee incurred under the July 31, 2021 Majestic Dragon agreement related to the Series H Preferred Shares issued to Hertford on October 1, 2021. On October 1, 2021, in consideration for Westworld waiving its rights to consent to any and all past, present and future additional financings by the Company, the parties entered into a second amendment to the Westworld SPA under which the Company issued to Westworld, 850,000 warrants to purchase common shares of the Company, which such warrants have a term of three On October 5, 2021, the Company issued 579,500 common shares for the exercise of certain outstanding warrants and received proceeds of $533,000. On October 5, 2021, the holder of the Company’s Series G Preferred Shares converted 1,000 Series G shares for 363,636 common shares. There are no Series G Preferred Shares outstanding following this conversion. On October 5, 2021, the Company entered into s Sub -License -Lease agreement, Core Scientific will provide digital mining fleet management and monitoring solution, Minder™, data analytics, alerting, monitoring, and miner management services. On October 8, 2021, the Company paid $16.3 million to Gryphon for Order 2. The remaining commitment of $35.0 million is to be paid over the next 14 months. The Hosting Sub -Lease -Lease On October 14, 2021, the Company purchased 1,500,000 shares of common stock of Filecoiner at a price equal to $4.00 per share. On October 14, 2021, the Company and Filecoiner, Inc. (“Filecoiner”) entered into an acquisition agreement under which Sphere’s wholly -owned -calendar | 16. Subsequent Events PPP Funds On February 3, 2021, the Company received additional PPP Funds in the amount of $447,400 and entered into a loan agreement with Citizens National Bank of Texas pursuant to the CARES Act. The amount borrowed by the Company under the CARES Act is eligible to be forgiven provided that (a) the Company uses the PPP Funds during the eight to twenty -four -months -year Nasdaq Listing On February 17, 2021, the Company was notified by Nasdaq that the Nasdaq Listing Qualifications Staff issued a public letter of reprimand to the Company based upon the Company’s failure to comply with the Listing Rule 5620(c) (the “Quorum Rule”) during the period of time that it was no longer a foreign private issuer and could not rely on home country practice in the alternative to the Quorum Rule. The Company’s By -laws RSA Grants In February 2021, the Company issued restricted stock awards for payment to certain vendors for product and services previously received and issued 101,880 common shares of the Company for a value of $279,000. | |
Gryphon Digital Mining, Inc. [Member] | |||
Subsequent Events [Line Items] | |||
Subsequent Events | NOTE 3 — SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the financial statements are available to be issued. The Management of the Company determined the following reportable non -adjusting On January 14, 2021, the Company entered into a consulting agreement (“Consulting Agreement”) with Chang Advisory Inc. for Robby Chang (“Consultant”), to serve as the Company’s Chief Executive Officer and as a member of the Board of Directors. The Consulting agreement will continue until terminated by either the Consultant or The Company. The Consultant will be paid $175,000 (Canadian dollars) per year and shall increase to approximately $300,000 (Canadian dollars) upon the closing of either i) an equity financing totaling at least $5,000,000 (Canadian dollars); or (ii) a debt and equity financing totaling at least $10,000,000 (Canadian dollars) (either (i) or (ii) being a “Qualifying Financing”). If a Qualifying Financing occurs within 90 days from the Effective Date, then the invoicing exception for the first ninety days shall no longer apply and the Consultant shall be entitled to immediately invoice for all completed 30 day periods up to the date of the Qualifying Financing. The Compensation Committee shall review Consultant’s Annual Fee not less frequently than on each December 31 st On February 2, 2021, the Company amended its articles of incorporation to change its name from Ivy Crypto, Inc. to Gryphon Digital Mining, Inc. Also, authorizing the total number of common stock to be 100,000,000 with a par value of $0.0001 per share and total number of preferred stock to be 1,000,000 On February 2, 2021, shareholders owning 9,550,000 On February 2, 2021, an original shareholder transferred 1,000,000 On February 10, 2021, the Company entered into an agreement with an entity to serve as advisor to the Company for a period of two years. As compensation for the services, the individual was granted 62,340 -based On February 17, 2021, the Company issued a letter of intent with an entity (“Host”) to host the cryptocurrency mining operations of the Company on terms and conditions agreed by both parties. The Host is required to provide property with 30 MW energy capacity and 25% of construction cost to build infrastructure to launce Bitcoin mining hardware while the Company will provide mining hardware with a total consumption of 30 MW, all power supply units of the mining hardware and 75% of construction cost to build the infrastructure. On March 10, 2021, the Company entered into an agreement with an individual to serve as advisor to the Company for a period of two years. As compensation for the services, the individual was granted 92,000 On March 16, 2021, the Company closed a private placement offering with certain accredited investors (“Investors”) for the sale of 5,913,510 On March 18, 2021, the Company entered into an agreement with a leading investment bank to act as its sole placement agent to issue and sell up to $50,000,000 of its convertible preferred equity securities (or such other securities as may be determined, including common stock, equity -linked On March 19, 2021, the Board of Directors appointed Bruce Aust as Independent Board Member. On March 21, 2021, the Company entered into an independent director agreement with an individual. The individual will serve as directors of the Company for an initial one -year On March 22, 2021, the Company filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to approve the designation of 6,000,000 On March 24, 2021, the Company filed a Certificate of Amendment in relation to Amendment and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of undesignated preferred stock from 1,000,000 to 20,000,000 On March 24, 2021, the Company filed a Certificate of Designation with the Secretary of the State of Delaware to create out of the total authorized and unissued shares of preferred stocks a series of preferred stocks constituting 6,000,000 On March 24, 2021, the Company entered into an exchange agreement with the Investors from the March 16, 2021 common stock private placement. The investors agreed to exchange one share of the Company’s common stock for one share of the Company’s series seed preferred stock. The Company exchanged 5,011,772 of the common stock issue to the investor for 5,011,772 On March 25, 2021, Dan Tolhurst, the President and member of our Board of Directors, resigned as a director of the Company. There were no changes on his ownership after his resignation. On March 26, 2021, the Company and certain accredited investors from the March 16, 2021 private placement offering entered into a cancellation and exchange agreement to cancel 5,005,469 On April 14, 2021, the Company entered into an agreement to purchase bitcoin mining equipment (“Purchase Agreement”). The Purchase Agreement is for the purchase of approximately $51,000,000 for 7,200 machines, which will be delivered 600 machines each month starting in August 2021 through July of 2022. On the execution of the Purchase Agreement, the Company made a payment of $12,000,000 with schedule payments, as follows: Month Amount May 2021 $ 8,000,000 June 2021 4,000,000 July 2021 4,000,000 August 2021 3,000,000 September 2021 3,000,000 October 2021 3,000,000 October 22021 3,000,000 December 2021 3,000,000 January 2022 3,000,000 February 2022 2,000,000 March 2022 1,000,000 April 2022 1,000,000 May 2022 1,000,000 $ 39,000,000 | NOTE 10 — SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the interim condensed financial statements are available to be issued. The Management of the Company determined the following reportable non -adjusting Payments Under the Bitmain Miner Purchase Agreement Subsequent to September 30, 2021, the Company made the scheduled payments under the bitcoin mining equipment agreement, for October, November and December 2021, of $3,303,000, $3,091,000 and $3,134,000, respectively. Also, in October, November and December 2021, the Company received 600, 600 and 800, respectively, bitcoin mining machines. Sub-License and Delegation Agreement On October 8, 2021, the Company entered into a Sub -License -licensed -license On December Issuance of shares of common stock In October 2021, the Company sold 111,111 The Core Agreement The Company made the following payments to Core for deposits as follows: Payment Percentage and Period covered $ 73,000 100% prepayment for October 2021 services made in October 2021 205,000 70% prepayment of the estimated services for November 2021 through February 2022 made in October 2021 15,296,000 30% prepayment of the estimated services for March 2022 through November 2022 made in October 2021 734,000 40% prepayment of the estimated services for March 2022; and 30% prepayment for the estimated services for November 2021 made in October 2021 1,489,000 40% prepayment for hosting services for April 2022; and 30% prepayment for the estimated hosting services for December 2021 made in November 2021 2,223,000 40% prepayment for hosting services for May 2022; and 30% prepayment for the estimated hosting services for January 2022 made in December 2021 $ 20,020,000 Sphere 3D Master Services Agreement On December Merger Agreement On December after March Private Placement On December The Purchase Warrants will entitle the holder, for a period of three years from the Closing Date, to purchase one share of the Company’s common stock, or its successor, at an exercise price equal to $0.01 per share, subject to equitable adjustment for any stock splits, stock dividends or reorganization transactions having a similar effect. The Purchase Warrants will only be exercisable for cash. The Company may force the exercise of the Purchase Warrants if, at any time following the one year anniversary of the Closing Date, (i) the Company is listed on a national securities exchange or international equivalent as determined by Company’s board of directors, (ii) the underlying common stock is registered or the investors otherwise have the ability to trade the common stock without restriction, (iii) the 30 -day -weighted -day Amendment No. 3 to Sphere 3D Note To provide additional financing for Company for operations prior to the consummation of the Merger, Sphere 3D loaned an additional $2,500,000 to the Company on January Opinion on the Financial Statements We have audited the accompanying balance sheets of Gryphon Digital Mining, Inc., (The “Company”), as of December 31, 2020 and the related statements of operations, stockholders’ equity, and cash flows for the period from October 22, 2020 (date of inception) to December 31, 2020 and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and the results of its operations and its cash flows for each of the period from October 22, 2020 to December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. The Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the accompanying financial statements, the Company has incurred a loss from operations, and has not yet commenced revenue generating activities, and, has an accumulated deficit that raise substantial doubt about Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans in regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. |
Investment in Affiliate
Investment in Affiliate | 12 Months Ended |
Dec. 31, 2020 | |
Investment In Affiliate [Abstract] | |
Investment in Affiliate | 5. Investment in Affiliate In November 2018, in connection with the divestiture of Overland, the Company received 1,879,699 SVTP Preferred Shares representing 19.9% of the outstanding shares of capital stock of SVTP with a fair value of $2.1 million. The fair value of this investment was estimated using discounted cash flows. The Company concluded it does not have a significant influence over the investee. There were no known identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment at December 31, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The Company is subject to taxation in Canada and also in certain foreign tax jurisdictions. The Company’s tax returns for calendar year 2012 and forward are subject to examination by the Canadian tax authorities. The Company’s tax returns for fiscal year 2006 and forward are subject to examination by the U.S. federal and state tax authorities. The Company recognizes the impact of an uncertain income tax position on its income tax return at the largest amount that is “more likely than not” to be sustained upon audit by the relevant taxing authority. An uncertain tax position will not be recognized if it has less than a 50% likelihood of being sustained. At December 31, 2020, there were no unrecognized tax benefits. The Company believes it is reasonably possible that, within the next 12 months, the amount of unrecognized tax benefits may remain unchanged. The Company recognizes interest and penalties related to unrecognized tax benefits in its provision for income taxes. The Company had no material accrual for interest and penalties on its consolidated balance sheets at December 31, 2020 and 2019, and recognized no interest and/or penalties in the consolidated statements of operations for the years ended December 31, 2020 and 2019. The components of loss before income taxes were as follows (in thousands): Year Ended 2020 2019 Domestic $ (4,550 ) $ (1,815 ) Foreign (1,229 ) (2,466 ) Total $ (5,779 ) $ (4,281 ) A reconciliation of income taxes computed by applying the federal statutory income tax rate of 26.5% to loss before income taxes to the total income tax benefit reported in the accompanying consolidated statements of operations is as follows (in thousands): Year Ended 2020 2019 Income tax at statutory rate $ (1,531 ) $ (1,134 ) Foreign rate differential (37 ) (77 ) Change in valuation allowance 1,588 15,104 Share-based compensation expense — 85 Prior year true-ups 119 (13,371 ) Other differences (135 ) (607 ) Provision for income taxes $ 4 $ — Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are shown below. A valuation allowance has been recorded, as realization of such assets is uncertain. Deferred income taxes are comprised as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Net operating loss and capital loss carryforwards $ 26,539 $ 25,064 Intangible assets 2,381 2,319 Share-based compensation 1 28 Other 992 893 Deferred tax assets, gross 29,913 28,304 Valuation allowance for deferred tax assets (29,854 ) (28,246 ) Deferred tax assets, net of valuation allowance 59 58 Deferred tax liabilities: Indefinite-lived intangible assets (74 ) (74 ) Deferred tax liabilities (74 ) (74 ) Net deferred tax liabilities $ (15 ) $ (16 ) Net deferred tax liabilities is included in other non -current |
Segmented Information
Segmented Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segmented Information | 15. Segmented Information The Company reports segment information as a single reportable business segment based upon the manner in which related information is organized, reviewed, and managed. The Company operates in one segment providing data storage and desktop virtualization solutions for small and medium businesses and distributed enterprises. The Company conducts business globally, and its sales and support activities are managed on a geographic basis. Our management reviews financial information presented on a consolidated basis, accompanied by disaggregated information it receives from its internal management system about revenues by geographic region, based on the location from which the customer relationship is managed, for purposes of allocating resources and evaluating financial performance. Information about Products and Services The following table summarizes net revenue (in thousands): Year Ended 2020 2019 Disk systems $ 2,347 $ 3,086 Service 2,501 2,493 Total $ 4,848 $ 5,579 Information about Geographic Areas The Company markets its products domestically and internationally. Revenue is attributed to the location to which the product was shipped. The Company divides its worldwide sales into three geographical regions: Americas; APAC, consisting of Asia Pacific countries; and EMEA consisting of Europe, the Middle East and Africa. The following table summarizes net revenue by geographic area (in thousands): Year Ended 2020 2019 Americas $ 4,844 $ 5,023 APAC — 356 EMEA 4 200 Total $ 4,848 $ 5,579 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 2 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Gryphon Digital Mining, Inc. [Member] | ||
Organization and Summary of Significant Accounting Policies [Line Items] | ||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Operations Ivy Crypto, Inc. (the “Company”) was incorporated under the provisions and by the virtue of the provisions of the General Corporation Law of the State of Delaware on October 22, 2020 with the office located in Dover, Delaware. The Company is in the business of creating fully integrated pure -play -grid On February 16, 2021, the Company filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change its name from “Ivy Crypto, Inc.” to “Gryphon Digital Mining, Inc.”. This amendment became effective immediately upon filing on February 16, 2021. Going Concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. As of the issuance of these financial statements, the Company has not commenced operations. The Company has financed its activities through equity financing. Management expects to commence operations during the year ending December 31, 2021. Management expects to incur additional losses and cash outflows in the foreseeable future in connection with its operating activities. The Company will need to raise debt or equity financing in the future in order to commence its operations. However, there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms, when and if needed, or at all. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including the market price for the underlying commodity mined by the Company, its ability procure the required mining equipment and its ability to successfully mine the commodity. Subsequent to December 31, 2020, the raised an additional $14,192,000, which was used primarily to secure a contract to purchase mining equipment. The Company anticipates receiving its first installment of mining equipment in August 2021 at which time the Company can commence its mining operations. The Company believes its cash balances and cash flow from operations will not be sufficient to fund the commencement of its operations over the next twelve months from the issuance date of these financial statements. The Company will need to raise additional funding from investors or through other avenues to continue as a going concern. The Company’s financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. COVID-19 The COVID -19 -19 At this stage, the impact on the business and results has not been significant since the Company is in the pre -operation Use of estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Fair Values of Financial Instruments The Company adopted the provisions of Accounting Standards Codification (“ASC”) subtopic 825 -10 -10 ASC 825 -10 -10 Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model -derived Level 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. Cash and Cash Equivalents The Company considers all short -term Prepaid Expense Prepaid expenses are assets held by the Company, which are expected to be realized and consumed within twelve months after the reporting period. As of December 31, 2020, it consists of prepayments for fees on legal services. Net Loss Per Share The Company uses ASC 260, “Earnings Per Share” for calculating the basic and diluted earnings (loss) per share. The Company computes basic earnings (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and warrants and stock awards. For periods with a net loss, basic and diluted loss per share are the same, in that any potential common stock equivalents would have the effect of being anti -dilutive Recent Accounting Pronouncements From time to time, the Financial Accounting Standards Board (“FASB”) or other standards setting bodies issue new accounting pronouncements. Updates to the FASB ASC are communicated through issuance of an Accounting Standards Update (“ASU”). We consider the applicability and impact of all ASUs on our financial position, results of operations, cash flows, or presentation thereof. Described below are ASUs that are not yet effective, but may be applicable to our financial position, results of operations, cash flows, or presentation thereof. ASUs not listed below were assessed and determined to not be applicable to our financial position, results of operations, cash flows, or presentation thereof. In December 2019, the FASB issued ASU 2019 -12 -12 -12 -12 -12 | NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Operations Gryphon Digital Mining, Inc. (formerly known as Ivy Crypto, Inc.) (the “Company”) was incorporated under the provisions and by the virtue of the provisions of the General Corporation Law of the State of Delaware on October 22, 2020 with the office located in Las Vegas, Nevada. The Company will operate a digital asset, (commonly referred to as cryptocurrency) mining operation using specialized computers equipped with application -specific Mining Equipment Commitment As of September 30, 2021, the Company operated a fleet of 309 miners manufactured by Bitmain, all of which were purchased directly from Bitmain and deployed in the Company’s mining operation pursuant to two co -location During the nine months ended September 30, 2021, the Company entered into a purchase agreement with Bitmain for the acquisition of a total of 7,200 miners, to be shipped and delivered during 2021 and 2022. During the nine months ended September 30, 2021, the Company received 596 new miners, of which 309 have been deployed at the Coinmint facility. The remaining 6,604 of these new miners are scheduled for monthly deliveries in 2021 and 2022. The purchase commitment for these new miners totals approximately $44,109,000, including $3,656,000 paid for the 596 miners delivered during the nine months ended September 30, 2021, $28,038,000 paid as deposits during the same period, $3,303,000 and $2,869,000 paid in October and November, respectively, with the remainder of $9,898,000 still outstanding. Amendments to Certificate of Incorporation On February 16, 2021, the Company filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change its name from “Ivy Crypto, Inc.” to “Gryphon Digital Mining, Inc.”. Agreement and Plan of Merger On June 3, 2021, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with Sphere 3D Corp. (“Sphere 3D”) Upon completion of the merger (the “Merger”), the Sphere 3D Corp. will change its name to Gryphon Digital Mining, Inc. (See NOTE 10 – Subsequent Events “Merger Agreement”) As consideration for the merger transaction, Sphere 3D will issue 111,000,000 The merger is expected to close in the first quarter of 2022, subject to the approval of the stockholders of each company, as well as other closing conditions, including the registration statement for the merger shares to be issued being declared effective by the Securities and Exchange Commission, and the Company’s pending merger listing being approved by the Nasdaq, SEC and other applicatory regulatory bodies. Upon a successful closing of the merger, and all regulatory approvals, the Company will continue to trade on the NASDAQ. The transaction has been approved by the board of directors of both companies. PGP Capital Advisors, LLC acted as financial advisor for the Merger and has provided a Fairness Opinion in support of the transaction to the board of directors of Sphere 3D. The closing of the merger agreement is subject to customary closing conditions for a transaction of this nature and may be terminated by the parties under certain circumstances. Basis of Presentation The accompanying interim condensed financial statements and notes thereto are unaudited. The unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in the Company’s annual financial statements have been condensed or omitted. The interim condensed balance sheet as of December 31, 2020 was derived from financial statements but does not include all disclosures required by GAAP. These interim unaudited condensed financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the three and nine -month These unaudited interim condensed financial statements should be read in conjunction with our audited financial statements and the notes thereto for the year ended December 31, 2020, which appear in this Form F -4 Going Concern The accompanying interim condensed financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the interim condensed financial statements do not necessarily purport to represent realizable or settlement values. The interim condensed financial statements do not include any adjustment that might result from the outcome of this uncertainty. The Company has financed its activities through equity financing. The Company began operations on September 15, 2021. Management expects to incur additional losses and cash outflows in the foreseeable future in connection with its operating activities. The Company will need to raise debt or equity financing in the future in order finance its operations until operations are cashflow positive. However, there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms, when and if needed, or at all. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including the market price for the underlying commodity mined by the Company, its ability procure the required mining equipment and its ability to successfully mine the commodity. The Company received its first installment of mining equipment in August 2021 at which time the Company commenced its mining operations. The Company believes its cash balances and cash flow from operations will not be sufficient to fund the commencement of its operations over the next twelve months from the issuance date of these interim condensed financial statements. The Company will need to raise additional funding from investors or through other avenues to continue as a going concern. The Company’s interim condensed financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. COVID -19 The COVID -19 -19 At this stage, the impact on the business and results has not been significant since the Company is in the pre -operation Digital Assets, Net Digital assets or cryptocurrencies, (including Bitcoin, Ethereum, DAI and USDT) are included in current assets in the accompanying interim balance sheets. Cryptocurrencies purchased are recorded at cost and cryptocurrencies obtained by the Company through its sale of common stock are accounted for based on the value of the specific digital asset on the date received. The Company accounts for digital assets as indefinite -lived -party An impairment analysis is performed at each reporting period to identify whether events or changes in circumstances, in particular decreases in the quoted prices on active exchanges, indicate that it is more likely than not that the digital assets held by the Company are impaired. The fair value of digital assets is determined on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement, based on quoted prices on the active exchange(s) that the Company has determined is its principal market for cryptocurrencies (Level 1 inputs). If the carrying value of the digital asset exceeds the fair value based on the lowest price quoted in the active exchanges during the period, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the price determined. Impairment losses are recognized within “Other expense” in the statements of operations in the period in which the impairment is identified. The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale or disposition. Purchases of cryptocurrencies by the Company are included within investing activities in the accompanying interim statements of cash flows, while cryptocurrencies awarded to the Company through its future mining activities will be included within operating activities on the accompanying interim statements of cash flows. The sales of cryptocurrencies are included within investing activities in the accompanying interim statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the interim statements of operations. The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method of accounting. Mining Equipment Mining Equipment is stated at cost, including purchase price and all shipping and custom fees, and depreciated using the straight -line The Company reviews the carrying amounts of mining equipment when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. Assets carried at fair value, such as digital currencies, are excluded from impairment analysis. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows to be derived from continuing use of the asset or cash generating unit are discounted to their present value using a pre -tax or cash generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in net income. Where an impairment loss subsequently reverses, the carrying amount of the asset or cash generating unit is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized. Leases Effective July 2021, the Company accounts for its leases under ASC 842, Leases -line In calculating the right of use asset and lease liability, the Company elects to combine lease and non -lease -term -line Derivatives The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and would then be re -valued -based The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities will be classified in the balance sheet as current or non -current -cash Revenue Recognition Cryptocurrency mining: The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: • • • • • In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: • • • • • Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. The Company has digital asset mining pools relationships, with the mining pool operators to provide computing power to the mining pool. The relationships can be terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date the Company is notified of the consideration to be received, which is not materially different than the fair value at the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the date the Company is notified of the consideration earned. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Cost of Revenue The Company’s cost of revenue consists primarily of direct costs of earning bitcoin related to mining operations, including mining pool fees, electric power costs, other utilities, labor, insurance whether incurred directly from self -mining -location Income Taxes The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable. ASC Topic 740, Income Taxes, (“ASC 740”), also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not Net Loss Per Share The Company uses ASC 260, “Earnings Per Share” for calculating the basic and diluted earnings (loss) per share. The Company computes basic earnings (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and warrants and stock awards. For periods with a net loss, basic and diluted loss per share are the same, in that any potential common stock equivalents would have the effect of being anti -dilutive Securities that could potentially dilute income (loss) per share in the future were not included in the computation of diluted income (loss) per share at September 30, 2021 because their inclusion would be anti -dilutive Convertible Seed Series and Convertible Seed Series II preferred shares 5,370,977 Warrants to purchase common stock 1,006,857 Convertible notes payable and accrued interest 681,925 Unvested share grants 1,772,450 Total potential future shares 8,832,209 Recent Accounting Pronouncements From time to time, the Financial Accounting Standards Board (“FASB”) or other standards setting bodies issue new accounting pronouncements. Updates to the FASB ASC are communicated through issuance of an Accounting Standards Update (“ASU”). We consider the applicability and impact of all ASUs on our financial position, results of operations, cash flows, or presentation thereof. Described below are ASUs that are not yet effective, but may be applicable to our financial position, results of operations, cash flows, or presentation thereof. ASUs not listed below were assessed and determined to not be applicable to our financial position, results of operations, cash flows, or presentation thereof. In December 2019, the FASB issued ASU 2019 -12 -12 -12 -12 -12 In August 2020, the FASB issued ASU 2020 -06 -20 -40 -06 -06 |
Digital Assets
Digital Assets | 9 Months Ended |
Sep. 30, 2021 | |
Gryphon Digital Mining, Inc. [Member] | |
Digital Assets [Line Items] | |
DIGITAL ASSETS | NOTE 2 — DIGITAL ASSETS As disclosed in Note 8 - Stockholders’ Equity, the Company received digital currency from the private placement of its common stock and series seed II preferred stock. The digital assets (Bitcoin, Ethereum, DAI and USDT) received amounted to $1,374,000 for the common stock. The digital currency transactions are summarized in the following table for the three and nine months ended September 30, 2021: For the For the Beginning Balance $ 53,000 $ — Additions 5,000 1,374,000 Interest earned 2,000 25,000 Noncash disposition (54,000 ) (1,263,000 ) Unrealized losses — (130,000 ) Ending Balance $ 6,000 $ 6,000 The table below shows the details of the noncash disposition of the Company’s digital assets for the nine months ended September 30, 2021: Deposit for bitcoin mining machines $ 1,067,000 Payment for prepaid expenses 32,000 Payment for accrued expenses 69,000 Payment for expenses 95,000 Total noncash disposition $ 1,263,000 During the period ended September 30, 2021, the Company has the following realized gain related to digital currency disposal: For the For the Realized gain $ 13,000 $ 36,000 |
Deposits
Deposits | 9 Months Ended |
Sep. 30, 2021 | |
Gryphon Digital Mining, Inc. [Member] | |
Deposits [Line Items] | |
DEPOSITS | NOTE 3 — DEPOSITS During the nine months ended September 30, 2021, the Company paid approximately $27,093,000 and $1,074,000 in cash and digital assets, respectively, as deposits, primarily for miners, and, as of September 30, 2021, the Company received 596 miners with a purchase price of $3,656,000. Upon receipt the miner will be reclassified to property and equipment. For the nine months ended September 30, 2021, the Company paid $100,000 refundable deposits for the acquisition of 250,000 units of carbon credits. Balance will be refunded in the event the Company does not achieve verified credits by December 31, 2021. Also, as of September 30, 2021, the Company had a $60,000 refundable deposit paid to Coinmint. |
Mining Equipment, Net
Mining Equipment, Net | 9 Months Ended |
Sep. 30, 2021 | |
Gryphon Digital Mining, Inc. [Member] | |
Mining Equipment, Net [Line Items] | |
MINING EQUIPMENT, NET | NOTE 4 — MINING EQUIPMENT, NET As of September 30, 2021, mining equipment consisted of 309 and 287 operational and nonoperational, respectively, bitcoin mining machines. The cost basis of the operational and nonoperational bitcoin mining machines was $1,888,000 and $1,768,000, respectively for a total cost basis of $3,656,000 with accumulated depreciation of approximately $26,000. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Gryphon Digital Mining, Inc. [Member] | |
Notes Payable [Line Items] | |
NOTES PAYABLE | NOTE 5 — NOTES PAYABLE On July 6, 2021, the Company issued a promissory note payable to Sphere 3D in the amount of $2,700,000 (“Sphere 3D Note”). The Sphere 3D Note accrues interest 9.5% with a default interest rate of 12%. Starting on September 30, 2021, The Sphere 3D Note is payable in 36 equal monthly installments of $86,000 with the final payment due August 30, 2024. On August 30, 2021, the Company entered into an amendment to the Sphere 3D Note (“Amendment 1”), increasing the principal amount of the Sphere 3D Note to $6,350,000. On September 27, 2021, the Company entered into a second amendment to the Sphere 3D Note (“Amendment 2”), increasing the principal amount of the note to $10,000,000. Also, Amendment 2 modifies the payment schedule, with the first monthly payment due January 1, 2022. Payment will be made in 36 equal monthly installments of $329,000 with the final payment due on December 1, 2024. As of September 30, 2021, accrued interest amounted to approximately $94,000. |
Convertible Debentures
Convertible Debentures | 9 Months Ended |
Sep. 30, 2021 | |
Gryphon Digital Mining, Inc. [Member] | |
Convertible Debentures [Line Items] | |
CONVERTIBLE DEBENTURES | NOTE 6 — CONVERTIBLE DEBENTURES The following table summarizes the carrying amount of the Company’s convertible loans as of September 30, 2021: Principal Balance, beginning of year $ — Additions 9,079,000 Balance, September 30, 2021 9,079,000 Debt Discount Balance, beginning of year — Additions 4,490,000 Amortization (428,000 ) Balance, September 30, 2021 4,062,000 Net carrying amount $ 5,017,000 In June 2021, the Company initiated a private placement for the sale of a unit consisting of a convertible debenture in the principal amount of $9.4867 (“Convertible Debenture”) and one warrant to purchase the Company’s common stocks (“Warrant”) for a total aggregate of 957,044 units. The Convertible Debenture is convertible into a share of the Company’s common stock at a conversion price equal to the lower of (a) $9.4867, or (b) a 30% discount to the public valuation. Notwithstanding the foregoing, if the Company is not listed on a national securities exchange or international equivalent on or before the first anniversary of closing date, the 30% discount shall be increased to 40% (“Conversion Price”). The warrant entitles the holder for a period of three The Company’s management has evaluated the Convertible Debenture and related warrants in accordance with ASC 480 — Distinguishing Liabilities from Equity and ASC 815 — Derivatives and Hedge Accounting. The features of the Convertible Debenture and warrants would not meet the criteria to be accounted for as a derivative or liability and therefore accounted for as equity. In accordance with ASC 470 — Debt, the Company first allocated the cash proceeds to the loan and the warrants on a relative fair value basis, secondly, since the Company adopted and assessed the Convertible Debenture in accordance with ASU 2020 -06 As of September 30, 2021, the Company sold 956,857 units for total principal balance of $9,079,000 and 956,857 warrants. The warrants were valued using the Black Scholes option pricing model at a total of $8,973,000 based on the three -year -free Each holder of the Convertible Debentures has the right, exercisable at any time prior to the Maturity Date, to convert all, but not less than all, of the principal amount then outstanding, plus all accrued but unpaid interest thereon, if any, into common stock of the Company at a price equal to the Conversion Price, subject to equitable adjustment for any stock splits, stock dividends or reorganization transactions having a similar effect. The holder must provide at least five business days prior notice to the Company of the exercise of his, her or its conversion right. Automatic conversion of the Convertible Debenture into common stock upon the listing of Company’s common stock (or a successor company whose stock would be issuable upon conversion of the Convertible Debenture) on a national securities exchange. The Company has entered into a Merger Agreement, as disclosed in Note 1 above. It is contemplated that Sphere 3D will file a registration statement, with the Securities and Exchange Commission, on a Form F -4 -4 Potential future shares to be issued on conversion of notes as of September 30, 2021 are as follows: Principal $ 9,079,000 Interest 202,000 Total 9,281,000 Conversion price per share $ 13.61 Potential future share 681,925 Effective interest rate use to amortize the debt discount as of September 30, 2021 is 24.89%. |
Stockholders' Equity
Stockholders' Equity | 2 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Gryphon Digital Mining, Inc. [Member] | ||
Stockholders' Equity [Line Items] | ||
STOCKHOLDERS' EQUITY | NOTE 8 — STOCKHOLDERS’ EQUITY Preferred stock The Company is authorized to issue 20,000,000 Directors may issue preferred stock in one or more series from time to time and fix or alter the powers, preferences and rights, and the qualifications, limitations and restrictions granted to or imposed upon any wholly unissued series of preferred stock, and within the limitation or restrictions stated in any resolutions of the Board of Directors. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or any deemed liquidation event, before any payment shall be made to the holders of common stock, holders of shares of preferred stock then outstanding shall be entitled to be paid out of the funds and assets available for distribution to its stockholders at the greater of $2.40 per share for Series Seed and $6.68 per share for Series Seed II or such amount per share as would have been payable had all shares of preferred stock been converted into common stock. The Company’s management evaluated the series seed and series seed II preferred stock for features that qualify as embedded derivative liabilities. The management concluded that the conversion feature would not be a derivative to be accounted for as a liability. On March 24, 2021, the Company filed a Certificate of Designation with the Secretary of the State of Delaware to create out of the total authorized and unissued shares of preferred stocks a series of preferred stocks constituting 6,000,000 On March 26, 2021, the Company and certain investors from the March 16, 2021 common stock private placement offering entered into a cancellation and exchange agreement to cancel 4,985,052 In March 2021, the Company issued additional 6,303 In April 2021, the Company issued additional 118,815 On May 27, 2021, the Company offered the issuance of its series seed II preferred stock at $6.68 per share. The Company issued a total of 248,831 On June 2, 2021, the Company granted 17,964 Common stock The Company is authorized to issue 100,000,000 On December 10, 2020, the Company issued 9,550,000 On February 2, 2021, the shareholders owning 9,550,000 On March 10, 2021, the Company entered into an agreement with an individual to serve as advisor to the Company for a period of two years. As compensation for the services, the individual was granted 92,000 On March 16, 2021, the Company closed a private placement offering with certain accredited investors (“Investors”) for the sale of 5,876,426 On May 12, 2021, the Company entered into a director agreement with one of its directors. As part of the agreement, the Company agreed to repurchase, for 300,000 On June 3, 2021, the Company granted 1,859,434 During the nine months ended September 30, 2021, the Company entered into agreement with the Company’s President to include as part of additional paid -in -in Restricted common stock awards On December 10, 2020, the Company entered into two separate independent director agreements with two individuals. The individuals will serve as directors of the Company for an initial one -year On February 9, 2021, the Company entered into a consulting agreement with a consultant. As compensation, the Company granted 62,340 consultant reached an agreement to modify and accelerate the vesting of all unvested shares to date totaling 54,548 restricted common stock awards at $6.68 per share. $131,000 and $233,000 was charged to deferred compensation and additional paid -in On March 10, 2021, the Company entered into a consulting agreement with a consultant. As compensation, the Company granted 92,000 On March 20, 2021, the Company entered into an agreement with an individual to serve as the Company’s director for 24 months. As compensation, the director was granted 75,000 The table below summarizes the compensation expense recognized related to the Company’s restricted stock awards for the nine months ended September 30, 2021: Compensation Directors $ 270,000 Consultants 604,000 Total $ 874,000 The table below summarizes the transactions related to the Company restricted stock awards for the nine months ended September 30, 2021: Shares Deferred compensation Granted 379,340 $ 911,000 Vested (193,542 ) (465,000 ) Accelerated vesting due to modification (54,548 ) (131,000 ) Forfeited (56,250 ) (135,000 ) Amortization of deferred compensation — (45,000 ) Unvested 75,000 $ 135,000 Warrants The Company issued convertible notes with 956,857 warrants to purchase shares of the Company’s common stock, see Note 5 Convertible Debentures for more information. The warrants were valued using the Black Scholes option pricing model at a total of $8,973,000 based on the three -year -free -0 Transactions involving our warrants for the nine months ended September 30, 2021 are summarized as follows: Number of Shares Weighted Average Strike Price/Share Weighted Average Remaining Contractual Term (Years) Weighted Average Grant Date Fair Value Outstanding – December 31, 2020 — $ — — $ — Granted 1,076,857 16.88 2.58 1.31 Exercised (70,000 ) 0.01 1.25 8.50 Expired — — — — Outstanding – September 30, 2021 1,006,857 18.03 2.67 1.34 Vested and exercisable – September 30, 2021 1,006,857 18.03 2.67 1.34 Unvested and non-exercisable – September 30, 2021 — — — — In June 2021, the Company issued as payment for consulting services an aggregate of 120,000 warrants to purchase shares of the Company’s common stock. The exercise price was $0.01 which is considered to be “penny warrants” therefore, the Black Scholes option pricing model was not used to calculate the fair value of the penny warrants but instead, the fair value amounting to $1,036,000 was calculated using the share price equivalent of the Company’s common stock based on Sphere 3D’s common stock price in relation to the Merger Agreement, see Note 1 Agreement and Plan Merger for more information. | |
Gryphon Digital Mining, Inc. [Member] | ||
Stockholders' Equity [Line Items] | ||
STOCKHOLDERS' EQUITY | NOTE 2 — STOCKHOLDERS’ EQUITY Preferred stock The Company is authorized to issue 20,000,000 Common stock The Company is authorized to issue 100,000,000 On December 10, 2020, the Company issued 9,550,000 On December 10, 2020, the Company entered into two separate independent director agreement with two individuals. The individuals will serve as directors of the Company for an initial one- year period. As compensation, each director was granted 75,000 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 2 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies, by Policy (Policies) [Line Items] | |||
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements of the Company have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”), applied on a basis consistent for all periods. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for a complete set of financial statements. These condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 20 -F | Principles of Consolidation The consolidated financial statements of the Company have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”), applied on a basis consistent for all periods. These consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany balances and transactions have been appropriately eliminated in consolidation. | |
Use of estimates | Use of Estimates The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the determination of provisions for impairment assessments of goodwill, other indefinite -lived | Use of Estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the determination of provisions for impairment assessments of definite -live -lived | |
Foreign Currency Translation | Foreign Currency Translation The financial statements of foreign subsidiaries, for which the functional currency is the local currency, are translated into U.S. dollars using the exchange rate at the consolidated balance sheet date for assets and liabilities and a weighted -average | Foreign Currency Translation The financial statements of foreign subsidiaries, for which the functional currency is the local currency, are translated into U.S. dollars using the exchange rate at the consolidated balance sheet date for assets and liabilities and a weighted -average | |
Cash and Cash Equivalents | Cash Equivalents Highly liquid investments with insignificant interest rate risk and original maturities of three months or less, when purchased, are classified as cash equivalents. Cash equivalents are composed of money market funds. The carrying amounts approximate fair value due to the short maturities of these instruments. | Cash Equivalents Highly liquid investments with insignificant interest rate risk and original maturities of three months or less, when purchased, are classified as cash equivalents. Cash equivalents are composed of money market funds. The carrying amounts approximate fair value due to the short maturities of these instruments. | |
Accounts Receivable | Accounts Receivable Accounts receivable is recorded at the invoiced amount and is non -interest -worthiness -off | ||
Inventories | Inventories Inventories are stated at the lower of cost and net realizable value using the first -in-first-out | Inventories Inventories are stated at the lower of cost and net realizable value using the first -in-first-out | |
Investments | Investments The Company holds investments in equity securities of nonpublic companies for business and strategic purposes. The equity securities do not have a readily determinable fair value and are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its investments on a regular basis to determine if the investments are impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. | ||
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of consideration paid over the value assigned to the net tangible and identifiable intangible assets acquired. For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. For intangible assets acquired in a non -monetary Purchased intangible assets are amortized on a straight -line six three nine three eight two | Goodwill and Intangible Assets Goodwill represents the excess of consideration paid over the value assigned to the net tangible and identifiable intangible assets acquired. For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. For intangible assets acquired in a non -monetary Purchased intangible assets are amortized on a straight -line | |
Impairment of Goodwill and Intangible Assets | Impairment of Goodwill and Intangible Assets Goodwill and intangible assets are tested for impairment on an annual basis at December 31, or more frequently if there are indicators of impairment. Triggering events for impairment reviews may be indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in our market capitalization. Intangible assets are quantitatively assessed for impairment, if necessary, by comparing their estimated fair values to their carrying values. If the carrying value exceeds the fair value, the difference is recorded as an impairment. | ||
Revenue Recognition | Revenue Recognition The Company accounts for revenue pursuant to ASU 2014 -09 Revenue from Contracts with Customers -in The Company generates revenue primarily from: (i) solutions for standalone storage and integrated hyper -converged Approximately 70% of the Company’s revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied at a point in time. These contracts are generally comprised of a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when change of control has been transferred to the customer, generally at the time of shipment of products. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically less than 45 days. Revenue on direct product sales, excluding sales to distributors, are not entitled to any specific right of return or price protection, except for any defective product that may be returned under our standard product warranty. Product sales to distribution customers that are subject to certain rights of return, stock rotation privileges and price protections, contain a component of “variable consideration.” Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated fixed price and is net of estimates for variable considerations. For performance obligations related to warranty and customer services, such as extended product warranties, the Company transfers control and recognizes revenue on a time -elapsed -ready In limited circumstances where a customer is unable to accept shipment and requests products be delivered to, and stored on, the Company’s premises, also known as a “bill -and-hold The Company also enters into revenue arrangements that may consist of multiple performance obligations of its product and service offerings such as for sales of hardware devices and extended warranty services. The Company allocates contract fees to the performance obligations on a relative stand -alone -alone -alone -alone -alone | Revenue Recognition The Company accounts for revenue pursuant to ASU 2014 -09 Revenue from Contracts with Customers -in The Company generates revenue primarily from: (i) solutions for standalone storage and integrated hyper -converged Approximately 70% of the Company’s revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied at a point in time. These contracts are generally comprised of a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when change of control has been transferred to the customer, generally at the time of shipment of products. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically less than 45 days. Revenue on direct product sales, excluding sales to distributors, are not entitled to any specific right of return or price protection, except for any defective product that may be returned under our standard product warranty. Product sales to distribution customers that are subject to certain rights of return, stock rotation privileges and price protections, contain a component of “variable consideration.” Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated fixed price and is net of estimates for variable considerations. For performance obligations related to warranty and customer services, such as extended product warranties, the Company transfers control and recognizes revenue on a time -elapsed -ready In limited circumstances where a customer is unable to accept shipment and requests products be delivered to, and stored on, the Company’s premises, also known as a “bill -and-hold The Company also enters into revenue arrangements that may consist of multiple performance obligations of its product and service offerings such as for sales of hardware devices and extended warranty services. The Company allocates contract fees to the performance obligations on a relative stand -alone -alone -alone -alone -alone | |
Warranty and Extended Warranty | Warranty and Extended Warranty The Company records a provision for standard warranties provided with all products. If future actual costs to repair were to differ significantly from estimates, the impact of these unforeseen costs or cost reductions would be recorded in subsequent periods. Separately priced extended on -site -site -term | Warranty and Extended Warranty The Company records a provision for standard warranties provided with all products. If future actual costs to repair were to differ significantly from estimates, the impact of these unforeseen costs or cost reductions would be recorded in subsequent periods. Separately priced extended on -site -site -term | |
Research and Development Costs | Research and Development Costs Research and development expenses include payroll, employee benefits, share -based -related -party | Research and Development Costs Research and development expenses include payroll, employee benefits, share -based -related -party | |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) and its components encompass all changes in equity other than those arising from transactions with shareholders, including net loss and foreign currency translation adjustments, and is disclosed in a separate condensed consolidated statement of comprehensive loss. | Comprehensive Loss Comprehensive loss and its components encompass all changes in equity other than those arising from transactions with shareholders, including net loss and foreign currency translation adjustments, and is disclosed in a separate consolidated statement of comprehensive loss. | |
Share-based Compensation | Share-based Compensation We account for share -based -employee -based -Scholes -employees -Scholes Share -based -based -line -based -based We have not recognized, and do not expect to recognize in the near future, any tax benefit related to share -based | Share-based Compensation We account for share -based -employee -based -Scholes -employees -Scholes Share -based -based -line -based -based We have not recognized, and do not expect to recognize in the near future, any tax benefit related to share -based | |
Recent Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, the Company believes that the impact of recently issued standards will not have a material impact on the Company’s consolidated financial statements upon adoption. | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, the Company believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption. | |
Accounts Receivable | Accounts Receivable Accounts receivable is recorded at the invoiced amount and is non -interest specific trade and other receivables, historical bad debts, customer credits, customer concentrations, customer credit -worthiness -off | ||
Investment in Affiliate | Investment in Affiliate The Company holds an investment in equity securities of a nonpublic company for business and strategic purposes. The equity securities do not have a readily determinable fair value and are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its investment on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. | ||
Impairment of Goodwill and Intangible Assets | Impairment of Goodwill and Intangible Assets Goodwill and intangible assets are tested for impairment on an annual basis at December 31, or more frequently if there are indicators of impairment. Triggering events for impairment reviews may be indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in our market capitalization. Intangible assets are quantitatively assessed for impairment, if necessary, by comparing their estimated fair values to their carrying values. If the carrying value exceeds the fair value, the difference is recorded as an impairment. | ||
Shipping and Handling | Shipping and Handling Amounts billed to customers for shipping and handling are included in revenue, and costs incurred related to shipping and handling are included in cost of product revenue. | ||
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising expenses were $140,000 and $16,000 for the years ended December 31, 2020 and 2019. | ||
Segment Information | Segment Information We report segment data based on the management approach. The management approach designates the internal reporting that is used by management for making operating and investment decisions and evaluating performance as the source of our reportable segments. We use one measurement of profitability and do not disaggregate our business for internal reporting. We operate in one segment providing data management, and desktop and application virtualization solutions for small and medium businesses and distributed enterprises. We disclose information about products and services, geographic areas, and major customers. | ||
Income Taxes | Income Taxes We provide for income taxes utilizing the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax basis of our assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when a judgment is made that it is considered more likely than not that a tax benefit will not be realized. A decision to record a valuation allowance results in an increase in income tax expense or a decrease in income tax benefit. If the valuation allowance is released in a future period, income tax expense will be reduced accordingly. The calculation of tax liabilities involves evaluating uncertainties in the application of complex global tax regulations. The impact of an uncertain income tax position is recognized at the largest amount that is “more likely than not” to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. | ||
Concentration of Credit Risks | Concentration of Credit Risks Financial instruments that potentially subject us to concentrations of credit risk consist primarily of trade accounts receivable, which are generally not collateralized. To reduce credit risk, we perform ongoing credit evaluations of its customers and maintain allowances for potential credit losses for estimated bad debt losses. At December 31, 2020 and 2019, there were four customers that made up 46.8% and 50.3%, respectively, of accounts receivable. There were two customers that made up in the aggregate 29.3% and 24.5% of net revenue for the years ended December 31, 2020 and 2019, respectively. | ||
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018 -13 Fair Value Measurement (Topic 820) -13 . In January 2017, the FASB issued ASU No. 2017 -04 Intangibles — Goodwill and Other (Topic 350) — Simplifying the Test for Goodwill Impairment -04 . | ||
Mining Equipment | Mining Equipment Mining Equipment is stated at cost, including purchase price and all shipping and custom fees, and depreciated using the straight -line The Company reviews the carrying amounts of mining equipment when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. Assets carried at fair value, such as digital currencies, are excluded from impairment analysis. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows to be derived from continuing use of the asset or cash generating unit are discounted to their present value using a pre -tax or cash generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in net income. Where an impairment loss subsequently reverses, the carrying amount of the asset or cash generating unit is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized. | ||
Gryphon Digital Mining, Inc. [Member] | |||
Accounting Policies, by Policy (Policies) [Line Items] | |||
Use of estimates | Use of estimates | ||
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term | ||
Revenue Recognition | Revenue Recognition Cryptocurrency mining: The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: • • • • • In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: • • • • • Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. The Company has digital asset mining pools relationships, with the mining pool operators to provide computing power to the mining pool. The relationships can be terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date the Company is notified of the consideration to be received, which is not materially different than the fair value at the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the date the Company is notified of the consideration earned. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, the Financial Accounting Standards Board (“FASB”) or other standards setting bodies issue new accounting pronouncements. Updates to the FASB ASC are communicated through issuance of an Accounting Standards Update (“ASU”). We consider the applicability and impact of all ASUs on our financial position, results of operations, cash flows, or presentation thereof. Described below are ASUs that are not yet effective, but may be applicable to our financial position, results of operations, cash flows, or presentation thereof. ASUs not listed below were assessed and determined to not be applicable to our financial position, results of operations, cash flows, or presentation thereof. In December 2019, the FASB issued ASU 2019 -12 -12 -12 -12 -12 | Recent Accounting Pronouncements From time to time, the Financial Accounting Standards Board (“FASB”) or other standards setting bodies issue new accounting pronouncements. Updates to the FASB ASC are communicated through issuance of an Accounting Standards Update (“ASU”). We consider the applicability and impact of all ASUs on our financial position, results of operations, cash flows, or presentation thereof. Described below are ASUs that are not yet effective, but may be applicable to our financial position, results of operations, cash flows, or presentation thereof. ASUs not listed below were assessed and determined to not be applicable to our financial position, results of operations, cash flows, or presentation thereof. In December 2019, the FASB issued ASU 2019 -12 -12 -12 -12 -12 In August 2020, the FASB issued ASU 2020 -06 -20 -40 -06 -06 | |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable. ASC Topic 740, Income Taxes, (“ASC 740”), also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not | ||
Organization and Nature of Operations | Organization and Nature of Operations Ivy Crypto, Inc. (the “Company”) was incorporated under the provisions and by the virtue of the provisions of the General Corporation Law of the State of Delaware on October 22, 2020 with the office located in Dover, Delaware. The Company is in the business of creating fully integrated pure -play -grid On February 16, 2021, the Company filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change its name from “Ivy Crypto, Inc.” to “Gryphon Digital Mining, Inc.”. This amendment became effective immediately upon filing on February 16, 2021. | Organization and Nature of Operations Gryphon Digital Mining, Inc. (formerly known as Ivy Crypto, Inc.) (the “Company”) was incorporated under the provisions and by the virtue of the provisions of the General Corporation Law of the State of Delaware on October 22, 2020 with the office located in Las Vegas, Nevada. The Company will operate a digital asset, (commonly referred to as cryptocurrency) mining operation using specialized computers equipped with application -specific | |
Mining Equipment Commitment | Mining Equipment Commitment As of September 30, 2021, the Company operated a fleet of 309 miners manufactured by Bitmain, all of which were purchased directly from Bitmain and deployed in the Company’s mining operation pursuant to two co -location During the nine months ended September 30, 2021, the Company entered into a purchase agreement with Bitmain for the acquisition of a total of 7,200 miners, to be shipped and delivered during 2021 and 2022. During the nine months ended September 30, 2021, the Company received 596 new miners, of which 309 have been deployed at the Coinmint facility. The remaining 6,604 of these new miners are scheduled for monthly deliveries in 2021 and 2022. The purchase commitment for these new miners totals approximately $44,109,000, including $3,656,000 paid for the 596 miners delivered during the nine months ended September 30, 2021, $28,038,000 paid as deposits during the same period, $3,303,000 and $2,869,000 paid in October and November, respectively, with the remainder of $9,898,000 still outstanding. | ||
Amendments to Certificate of Incorporation | Amendments to Certificate of Incorporation On February 16, 2021, the Company filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change its name from “Ivy Crypto, Inc.” to “Gryphon Digital Mining, Inc.”. | ||
Agreement and Plan of Merger | Agreement and Plan of Merger On June 3, 2021, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with Sphere 3D Corp. (“Sphere 3D”) Upon completion of the merger (the “Merger”), the Sphere 3D Corp. will change its name to Gryphon Digital Mining, Inc. (See NOTE 10 – Subsequent Events “Merger Agreement”) As consideration for the merger transaction, Sphere 3D will issue 111,000,000 The merger is expected to close in the first quarter of 2022, subject to the approval of the stockholders of each company, as well as other closing conditions, including the registration statement for the merger shares to be issued being declared effective by the Securities and Exchange Commission, and the Company’s pending merger listing being approved by the Nasdaq, SEC and other applicatory regulatory bodies. Upon a successful closing of the merger, and all regulatory approvals, the Company will continue to trade on the NASDAQ. The transaction has been approved by the board of directors of both companies. PGP Capital Advisors, LLC acted as financial advisor for the Merger and has provided a Fairness Opinion in support of the transaction to the board of directors of Sphere 3D. The closing of the merger agreement is subject to customary closing conditions for a transaction of this nature and may be terminated by the parties under certain circumstances. | ||
Basis of Presentation | Basis of Presentation The accompanying interim condensed financial statements and notes thereto are unaudited. The unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in the Company’s annual financial statements have been condensed or omitted. The interim condensed balance sheet as of December 31, 2020 was derived from financial statements but does not include all disclosures required by GAAP. These interim unaudited condensed financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the three and nine -month | ||
Going Concern | Going Concern The accompanying interim condensed financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the interim condensed financial statements do not necessarily purport to represent realizable or settlement values. The interim condensed financial statements do not include any adjustment that might result from the outcome of this uncertainty. The Company has financed its activities through equity financing. The Company began operations on September 15, 2021. Management expects to incur additional losses and cash outflows in the foreseeable future in connection with its operating activities. The Company will need to raise debt or equity financing in the future in order finance its operations until operations are cashflow positive. However, there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms, when and if needed, or at all. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including the market price for the underlying commodity mined by the Company, its ability procure the required mining equipment and its ability to successfully mine the commodity. The Company received its first installment of mining equipment in August 2021 at which time the Company commenced its mining operations. The Company believes its cash balances and cash flow from operations will not be sufficient to fund the commencement of its operations over the next twelve months from the issuance date of these interim condensed financial statements. The Company will need to raise additional funding from investors or through other avenues to continue as a going concern. The Company’s interim condensed financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. | ||
COVID-19 | COVID-19 The COVID -19 -19 At this stage, the impact on the business and results has not been significant since the Company is in the pre -operation | COVID -19 The COVID -19 -19 At this stage, the impact on the business and results has not been significant since the Company is in the pre -operation | |
Digital Assets, Net | Digital Assets, Net Digital assets or cryptocurrencies, (including Bitcoin, Ethereum, DAI and USDT) are included in current assets in the accompanying interim balance sheets. Cryptocurrencies purchased are recorded at cost and cryptocurrencies obtained by the Company through its sale of common stock are accounted for based on the value of the specific digital asset on the date received. The Company accounts for digital assets as indefinite -lived -party An impairment analysis is performed at each reporting period to identify whether events or changes in circumstances, in particular decreases in the quoted prices on active exchanges, indicate that it is more likely than not that the digital assets held by the Company are impaired. The fair value of digital assets is determined on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement, based on quoted prices on the active exchange(s) that the Company has determined is its principal market for cryptocurrencies (Level 1 inputs). If the carrying value of the digital asset exceeds the fair value based on the lowest price quoted in the active exchanges during the period, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the price determined. Impairment losses are recognized within “Other expense” in the statements of operations in the period in which the impairment is identified. The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale or disposition. Purchases of cryptocurrencies by the Company are included within investing activities in the accompanying interim statements of cash flows, while cryptocurrencies awarded to the Company through its future mining activities will be included within operating activities on the accompanying interim statements of cash flows. The sales of cryptocurrencies are included within investing activities in the accompanying interim statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the interim statements of operations. The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method of accounting. | ||
Leases | Leases Effective July 2021, the Company accounts for its leases under ASC 842, Leases -line In calculating the right of use asset and lease liability, the Company elects to combine lease and non -lease -term -line | ||
Derivatives | Derivatives The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and would then be re -valued -based The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities will be classified in the balance sheet as current or non -current -cash | ||
Cost of Revenue | Cost of Revenue The Company’s cost of revenue consists primarily of direct costs of earning bitcoin related to mining operations, including mining pool fees, electric power costs, other utilities, labor, insurance whether incurred directly from self -mining -location | ||
Net Loss Per Share | Net Loss Per Share -dilutive | Net Loss Per Share The Company uses ASC 260, “Earnings Per Share” for calculating the basic and diluted earnings (loss) per share. The Company computes basic earnings (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and warrants and stock awards. For periods with a net loss, basic and diluted loss per share are the same, in that any potential common stock equivalents would have the effect of being anti -dilutive Securities that could potentially dilute income (loss) per share in the future were not included in the computation of diluted income (loss) per share at September 30, 2021 because their inclusion would be anti -dilutive Convertible Seed Series and Convertible Seed Series II preferred shares 5,370,977 Warrants to purchase common stock 1,006,857 Convertible notes payable and accrued interest 681,925 Unvested share grants 1,772,450 Total potential future shares 8,832,209 | |
Going Concern | Going Concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. As of the issuance of these financial statements, the Company has not commenced operations. The Company has financed its activities through equity financing. Management expects to commence operations during the year ending December 31, 2021. Management expects to incur additional losses and cash outflows in the foreseeable future in connection with its operating activities. The Company will need to raise debt or equity financing in the future in order to commence its operations. However, there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms, when and if needed, or at all. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including the market price for the underlying commodity mined by the Company, its ability procure the required mining equipment and its ability to successfully mine the commodity. Subsequent to December 31, 2020, the raised an additional $14,192,000, which was used primarily to secure a contract to purchase mining equipment. The Company anticipates receiving its first installment of mining equipment in August 2021 at which time the Company can commence its mining operations. The Company believes its cash balances and cash flow from operations will not be sufficient to fund the commencement of its operations over the next twelve months from the issuance date of these financial statements. The Company will need to raise additional funding from investors or through other avenues to continue as a going concern. The Company’s financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. | ||
Fair Values of Financial Instruments | Fair Values of Financial Instruments The Company adopted the provisions of Accounting Standards Codification (“ASC”) subtopic 825 -10 -10 ASC 825 -10 -10 Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model -derived Level 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. | ||
Prepaid Expense | Prepaid Expense Prepaid expenses are assets held by the Company, which are expected to be realized and consumed within twelve months after the reporting period. As of December 31, 2020, it consists of prepayments for fees on legal services. |
Certain Balance Sheet Items (Ta
Certain Balance Sheet Items (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Certain Balance Sheet Items [Abstract] | ||
Schedule of summarizes inventories | September 30, December 31, Raw materials $ 108 $ 119 Work in process 149 167 Finished goods 244 272 $ 501 $ 558 | December 31, 2020 2019 Raw materials $ 119 $ 92 Work in process 167 137 Finished goods 272 524 $ 558 $ 753 |
Schedule of summarizes other current assets | September 30, December 31, Prepaid services $ 1,037 $ 421 Prepaid insurance 484 158 Transition service agreement — 115 Deferred cost – service contracts 62 99 Other 103 14 $ 1,686 $ 807 | December 31, 2020 2019 Prepaid services $ 421 $ 23 Prepaid insurance 158 184 Transition service agreement, related party 115 345 Deferred cost – service contracts 99 118 Other 14 — $ 807 $ 670 |
Schedule of summarizes other assets | September 30, December 31, Prepaid property and equipment $ 85,000 $ — Prepaid insurance and services 284 385 Deferred cost – service contracts 13 56 Other 3 2 $ 85,300 $ 443 | December 31, 2020 2019 Prepaid Insurance $ 385 $ 519 Deferred cost – service contracts 56 154 Other 2 4 $ 443 $ 677 |
Schedule of property and equipment | December 31, 2020 2019 Computer equipment (1) $ 291 $ 291 Accumulated depreciation (1) (291 ) (289 ) $ — $ 2 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of intangible assets, net | September 30, 2021 December 31, 2020 Developed technology $ 13,117 $ 13,117 Supplier agreement 12,967 1,560 Channel partner relationships 730 730 Capitalized development costs (1) 3,213 3,116 Customer relationships 380 380 30,407 18,903 Accumulated amortization: Developed technology (13,117 ) (13,117 ) Supplier agreement (489 ) (43 ) Channel partner relationships (568 ) (477 ) Capitalized development costs (1) (2,897 ) (2,518 ) Customer relationships (350 ) (340 ) (17,421 ) (16,495 ) Total finite-lived assets, net 12,986 2,408 Indefinite-lived intangible assets – trade names 200 200 Total intangible assets, net $ 13,186 $ 2,608 | December 31, 2020 2019 Developed technology $ 13,117 $ 13,323 Supplier agreement 1,560 — Channel partner relationships 730 730 Capitalized development costs (1) 3,116 3,047 Customer relationships 380 380 18,903 17,480 Accumulated amortization: Developed technology (13,117 ) (12,682 ) Supplier agreement (43 ) — Channel partner relationships (477 ) (355 ) Capitalized development costs (1) (2,518 ) (2,094 ) Customer relationships (340 ) (328 ) (16,495 ) (15,459 ) Total finite-lived assets, net 2,408 2,021 Indefinite-lived intangible assets – trade names 200 280 Total intangible assets, net $ 2,608 $ 2,301 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Schedule of level for liabilities that are measured at fair value using significant unobservable inputs | Warrant Liability at January 1, 2021 $ 89 Reclassification to equity (84 ) Liability at September 30, 2021 $ 5 | Warrant liability as of January 1, 2020 $ — Additions to warrant liability 186 Reclassification to equity (97 ) Warrant liability as of December 31, 2020 $ 89 |
Share Capital (Tables)
Share Capital (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share Capital [Abstract] | ||
Schedule of outstanding warrants to purchase common shares | Date issued Contractual life Exercise price Number outstanding Expiration August 2017 5 $ 42.00 37,500 August 11, 2022 August 2017 5 $ 42.00 11,876 August 16, 2022 August 2017 5 $ 42.00 25,625 August 22, 2022 April 2018 5 $ 5.60 111,563 April 17, 2023 March 2020 3 $ 0.60 31,000 March 23, 2023 April 2020 5 $ 0.92 579,500 April 30, 2025 May 2021 5 $ 1.375 224,000 May 27, 2026 July 2021 3 $ 4.00 2,000,000 * August 2021 3 $ 6.50 2,595,488 August 25, 2024 August 2021 3 $ 7.50 2,595,488 August 25, 2024 September 2021 5 $ 9.50 11,299,999 September 8, 2026 19,512,039 * These warrants require shareholder approval to exercise, which has not occurred as of September 30, 2021, and expire on the third anniversary of the initial exercise date. | Date issued Contractual life Exercise Number Expiration March 2016 5 $ 500.00 150 March 4, 2021 August 2017 5 $ 42.00 37,500 August 11, 2022 August 2017 5 $ 42.00 11,876 August 16, 2022 August 2017 5 $ 42.00 25,625 August 22, 2022 April 2018 5 $ 5.60 111,563 April 17, 2023 March 2020 3 $ 0.60 905,820 March 23, 2023 April 2020 5 $ 0.92 1,694,000 April 30, 2025 2,786,534 (1) |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of compensation expense related to its share-based compensation awards | Nine Months Ended 2021 2020 Sales and marketing $ 130 $ 2 Research and development — 3 General and administrative 169 — Total share-based compensation expense $ 299 $ 5 | Year Ended 2020 2019 Cost of sales $ — $ — Sales and marketing 2 279 Research and development 3 61 General and administrative — 297 Total share-based compensation expense $ 5 $ 637 |
Schedule of option activity | Shares Weighted- Weighted- Aggregate Options outstanding at January 1, 2019 20,050 $ 199.06 Granted — $ — Exercised — $ — Forfeited (17,450 ) $ 160.93 Options outstanding at December 31, 2019 2,600 $ 781.19 Granted 130,000 $ 2.52 Exercised (30,000 ) $ 2.52 Forfeited (1,425 ) $ 995.07 Options outstanding at December 31, 2020 101,175 $ 8.94 5.4 $ — Vested and expected to vest at December 31, 2020 101,175 $ 8.94 5.4 $ — Exercisable at December 31, 2020 101,175 $ 8.94 5.4 $ — | |
Schedule of restricted stock units | Number of Weighted Outstanding – January 1, 2019 53,004 $ 31.21 Granted 100,000 $ 2.51 Vested and released (131,541 ) $ 9.68 Forfeited (665 ) $ 64.95 Outstanding – December 31, 2019 20,798 $ 4.99 Granted — $ — Vested and released (20,420 ) $ 3.82 Forfeited (378 ) $ 68.02 Outstanding – December 31, 2020 — $ — | |
Schedule of restricted stock units | Number of Weighted Average Outstanding – January 1, 2019 — $ — Granted 194,000 $ 1.20 Vested (194,000 ) $ 1.20 Outstanding – December 31, 2019 — $ — Granted 400,841 $ 1.92 Vested (400,841 ) $ 1.92 Outstanding – December 31, 2020 — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Schedule of anti-dilutive common share equivalents excluded from the computation of diluted net loss per share | Nine Months Ended 2021 2020 Preferred shares issued and outstanding 1,000 9,355,778 Common share purchase warrants 19,512,039 2,901,182 Options and RSUs outstanding 71,728 101,175 | December 31, 2020 2019 Preferred shares 9,355,778 8,443,778 Common share purchase warrants 2,786,534 205,562 Restricted stock not yet vested or released — 20,798 Options outstanding 101,175 2,600 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies (Tables) [Line Items] | ||
Schedule of warranty and extended warranty | Deferred Revenue Liability at January 1, 2021 $ 739 Settlements made during the period (663 ) Change in liability for warranties issued during the period 349 Change in liability for pre-existing warranties — Liability at September 30, 2021 $ 425 Current liability 331 Non-current liability 94 Liability at September 30, 2021 $ 425 | Product Deferred Liability at January 1, 2019 $ 22 $ 1,471 Settlements made during the period — (1,087 ) Change in liability for warranties issued during the period — 725 Change in liability for pre-existing warranties (22 ) — Liability at December 31, 2019 — 1,109 Settlements made during the period — (817 ) Change in liability for warranties issued during the period — 447 Change in liability for pre-existing warranties — — Liability at December 31, 2020 $ — $ 739 Current liability $ — $ 438 Non-current liability — 301 Liability at December 31, 2020 $ — $ 739 |
Gryphon Digital Mining, Inc. [Member] | ||
Commitments and Contingencies (Tables) [Line Items] | ||
Schedule of the remaining payments | Month Amount October 2021 3,303,000 November 2021 3,091,000 December 2021 3,134,000 January 2022 2,590,000 February 2022 1,361,000 March 2022 1,212,000 April 2022 1,204,000 May 2022 1,195,000 Total $ 17,090,000 |
Subsequent Events (Tables)
Subsequent Events (Tables) - Gryphon Digital Mining, Inc. [Member] | 2 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Subsequent Events (Tables) [Line Items] | ||
Schedule of payments | Month Amount May 2021 $ 8,000,000 June 2021 4,000,000 July 2021 4,000,000 August 2021 3,000,000 September 2021 3,000,000 October 2021 3,000,000 October 22021 3,000,000 December 2021 3,000,000 January 2022 3,000,000 February 2022 2,000,000 March 2022 1,000,000 April 2022 1,000,000 May 2022 1,000,000 $ 39,000,000 | |
Schedule of company made payments to core | Payment Percentage and Period covered $ 73,000 100% prepayment for October 2021 services made in October 2021 205,000 70% prepayment of the estimated services for November 2021 through February 2022 made in October 2021 15,296,000 30% prepayment of the estimated services for March 2022 through November 2022 made in October 2021 734,000 40% prepayment of the estimated services for March 2022; and 30% prepayment for the estimated services for November 2021 made in October 2021 1,489,000 40% prepayment for hosting services for April 2022; and 30% prepayment for the estimated hosting services for December 2021 made in November 2021 2,223,000 40% prepayment for hosting services for May 2022; and 30% prepayment for the estimated hosting services for January 2022 made in December 2021 $ 20,020,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of loss before income taxes | Year Ended 2020 2019 Domestic $ (4,550 ) $ (1,815 ) Foreign (1,229 ) (2,466 ) Total $ (5,779 ) $ (4,281 ) |
Schedule of federal statutory income tax rate | Year Ended 2020 2019 Income tax at statutory rate $ (1,531 ) $ (1,134 ) Foreign rate differential (37 ) (77 ) Change in valuation allowance 1,588 15,104 Share-based compensation expense — 85 Prior year true-ups 119 (13,371 ) Other differences (135 ) (607 ) Provision for income taxes $ 4 $ — |
Schedule of deferred tax assets and liabilities | December 31, 2020 2019 Deferred tax assets: Net operating loss and capital loss carryforwards $ 26,539 $ 25,064 Intangible assets 2,381 2,319 Share-based compensation 1 28 Other 992 893 Deferred tax assets, gross 29,913 28,304 Valuation allowance for deferred tax assets (29,854 ) (28,246 ) Deferred tax assets, net of valuation allowance 59 58 Deferred tax liabilities: Indefinite-lived intangible assets (74 ) (74 ) Deferred tax liabilities (74 ) (74 ) Net deferred tax liabilities $ (15 ) $ (16 ) |
Segmented Information (Tables)
Segmented Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of net revenue | Year Ended 2020 2019 Disk systems $ 2,347 $ 3,086 Service 2,501 2,493 Total $ 4,848 $ 5,579 |
Schedule of net revenue by geographic area | Year Ended 2020 2019 Americas $ 4,844 $ 5,023 APAC — 356 EMEA 4 200 Total $ 4,848 $ 5,579 |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Gryphon Digital Mining, Inc. [Member] | |
Organization and Summary of Significant Accounting Policies (Tables) [Line Items] | |
Schedule of computation of diluted income (loss) | Convertible Seed Series and Convertible Seed Series II preferred shares 5,370,977 Warrants to purchase common stock 1,006,857 Convertible notes payable and accrued interest 681,925 Unvested share grants 1,772,450 Total potential future shares 8,832,209 |
Digital Assets (Tables)
Digital Assets (Tables) - Gryphon Digital Mining, Inc. [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Digital Assets (Tables) [Line Items] | |
Schedule of digital currency transactions | For the For the Beginning Balance $ 53,000 $ — Additions 5,000 1,374,000 Interest earned 2,000 25,000 Noncash disposition (54,000 ) (1,263,000 ) Unrealized losses — (130,000 ) Ending Balance $ 6,000 $ 6,000 |
Schedule of digital assets | Deposit for bitcoin mining machines $ 1,067,000 Payment for prepaid expenses 32,000 Payment for accrued expenses 69,000 Payment for expenses 95,000 Total noncash disposition $ 1,263,000 |
Schedule of realized gain related to digital currency disposal | For the For the Realized gain $ 13,000 $ 36,000 |
Convertible Debentures (Tables)
Convertible Debentures (Tables) - Gryphon Digital Mining, Inc. [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Debentures (Tables) [Line Items] | |
Schedule of potential future shares to be issued on conversion of notes | Principal Balance, beginning of year $ — Additions 9,079,000 Balance, September 30, 2021 9,079,000 Debt Discount Balance, beginning of year — Additions 4,490,000 Amortization (428,000 ) Balance, September 30, 2021 4,062,000 Net carrying amount $ 5,017,000 |
Schedule of potential future shares to be issued on conversion of notes | Principal $ 9,079,000 Interest 202,000 Total 9,281,000 Conversion price per share $ 13.61 Potential future share 681,925 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) - Gryphon Digital Mining, Inc. [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity (Tables) [Line Items] | |
Schedule of compensation expense recognized related to the Company’s restricted stock awards | Compensation Directors $ 270,000 Consultants 604,000 Total $ 874,000 |
Schedule of transactions related to the Company restricted stock awards | Shares Deferred compensation Granted 379,340 $ 911,000 Vested (193,542 ) (465,000 ) Accelerated vesting due to modification (54,548 ) (131,000 ) Forfeited (56,250 ) (135,000 ) Amortization of deferred compensation — (45,000 ) Unvested 75,000 $ 135,000 |
Schedule of transactions involving our warrants | Number of Shares Weighted Average Strike Price/Share Weighted Average Remaining Contractual Term (Years) Weighted Average Grant Date Fair Value Outstanding – December 31, 2020 — $ — — $ — Granted 1,076,857 16.88 2.58 1.31 Exercised (70,000 ) 0.01 1.25 8.50 Expired — — — — Outstanding – September 30, 2021 1,006,857 18.03 2.67 1.34 Vested and exercisable – September 30, 2021 1,006,857 18.03 2.67 1.34 Unvested and non-exercisable – September 30, 2021 — — — — |
Organization and Business (Deta
Organization and Business (Details) - shares | Sep. 14, 2020 | Sep. 30, 2021 | Jun. 03, 2021 |
Accounting Policies [Abstract] | |||
Percentage of energy supply | 100.00% | ||
Common shares to the shareholders (in Shares) | 111,000,000 | ||
Percentage of ownership | 62.00% | ||
Percentage of ownership remaining | 38.00% | ||
Convertible promissory note, description | the Company entered into a Senior Secured Convertible Promissory Note with Rainmaker (the “Rainmaker Note”), pursuant to which the Company loaned Rainmaker the principal amount of $3.1 million comprised of: (a) a new advance of $1.85 million paid to Rainmaker on October 1, 2020, (b) the principal and any interest owing under existing promissory notes issued by Rainmaker to two investors on April 2, 2020 in the aggregate amount of $1.1 million, which indebtedness was assigned to the Company on May 4, 2020 (the “Assigned Notes”), and (c) a promissory note receivable in the amount of $150,000 issued to the Company on August 4, 2020 (the “Original Note”). The Assigned Notes and the Original Note are included in the principal amount of the Rainmaker Note and therefore, the Assigned Notes and the Original Notes are deemed cancelled. The Rainmaker Note is secured as a registered lien under the Uniform Commercial Code and the Personal Property Security Act (Ontario) against the assets of Rainmaker and shall bear interest at the rate of 10% per annum. The principal and interest accrue monthly and are due and payable in full to the Company on September 14, 2023. |
Significant Accounting Polici_2
Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Significant Accounting Policies (Details) [Line Items] | |||
Net revenue | 70.00% | 24.50% | |
Payment terms | 45 days | ||
Foreign currency transactions (in Dollars) | $ 23,000 | $ 22,000 | |
Allowance for doubtful accounts (in Dollars) | $ 100,000 | ||
Purchased intangible assets description | Purchased intangible assets are amortized on a straight-line basis over their economic lives of 15 years for supplier agreement, six to 25 years for channel partner relationships, three to nine years for developed technology, three to eight years for capitalized development costs, and two to 25 years for customer relationships as this method most closely reflects the pattern in which the economic benefits of the assets will be consumed. | ||
AdvertisingExpense (in Dollars) | $ 140,000 | $ 16,000 | |
Accounts receivable | 46.80% | 50.30% | |
Aggregate | 29.30% | ||
Minimum [Member] | Supplier Agreements [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Intangible assets estimated useful lives | 15 months | ||
Minimum [Member] | Channel partner relationships [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Intangible assets estimated useful lives | 6 years | ||
Minimum [Member] | Developed Technology [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Intangible assets estimated useful lives | 3 years | ||
Minimum [Member] | Capitalized development costs [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Intangible assets estimated useful lives | 3 years | ||
Minimum [Member] | Customer Relationships [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Intangible assets estimated useful lives | 2 years | ||
Maximum [Member] | Supplier Agreements [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Intangible assets estimated useful lives | 15 years | ||
Maximum [Member] | Channel partner relationships [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Intangible assets estimated useful lives | 25 years | ||
Maximum [Member] | Developed Technology [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Intangible assets estimated useful lives | 9 years | ||
Maximum [Member] | Capitalized development costs [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Intangible assets estimated useful lives | 8 years | ||
Maximum [Member] | Customer Relationships [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Intangible assets estimated useful lives | 25 years |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) $ in Millions | 1 Months Ended | ||||
Apr. 30, 2021 | Sep. 30, 2021 | Jul. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | |
Notes Receivable (Details) [Line Items] | |||||
Bears interest rate | 195.00% | 10.00% | |||
Outstanding note balance | $ 3.4 | ||||
Promissory note | $ 0.3 | ||||
Principal amount | $ 3.1 | ||||
Gryphon [Member] | |||||
Notes Receivable (Details) [Line Items] | |||||
Aggregate amount | $ 10 | ||||
Bears interest rate | 9.50% | ||||
Outstanding note balance | $ 10.1 |
Certain Balance Sheet Items (De
Certain Balance Sheet Items (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Certain Balance Sheet Items [Abstract] | ||
Depreciation expense for property and equipment | $ 2,000 | $ 4,000 |
Certain Balance Sheet Items (_2
Certain Balance Sheet Items (Details) - Schedule of summarizes inventories - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of summarizes inventories [Abstract] | |||
Raw materials | $ 108 | $ 119 | $ 92 |
Work in process | 149 | 167 | 137 |
Finished goods | 244 | 272 | 524 |
Total | $ 501 | $ 558 | $ 753 |
Certain Balance Sheet Items (_3
Certain Balance Sheet Items (Details) - Schedule of summarizes other current assets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of summarizes other current assets [Abstract] | |||
Prepaid services | $ 1,037 | $ 421 | $ 23 |
Prepaid insurance | 484 | 158 | 184 |
Transition service agreement | 115 | 345 | |
Deferred cost – service contracts | 62 | 99 | |
Other | 103 | 14 | |
Total other current assets | $ 1,686 | $ 807 | $ 670 |
Certain Balance Sheet Items (_4
Certain Balance Sheet Items (Details) - Schedule of summarizes other assets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of summarizes other assets [Abstract] | |||
Prepaid property and equipment | $ 85,000 | ||
Prepaid insurance and services | 284 | 385 | |
Deferred cost – service contracts | 13 | 56 | $ 154 |
Other | 3 | 2 | 4 |
Total other assets | $ 85,300 | $ 443 | $ 677 |
Intangible Assets (Details)
Intangible Assets (Details) | Aug. 12, 2021USD ($)shares | Aug. 03, 2021USD ($)$ / sharesshares | Aug. 03, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Dec. 31, 2025USD ($) | Dec. 31, 2024USD ($) | Dec. 31, 2023USD ($) | Dec. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2026USD ($) | Aug. 31, 2021$ / shares | Oct. 31, 2019$ / shares | Aug. 31, 2019$ / shares |
Intangible Assets (Details) [Line Items] | |||||||||||||||||
Amortization expense | $ 834,000 | $ 740,000 | $ 104,000 | $ 105,000 | $ 127,000 | $ 460,000 | $ 615,000 | $ 969,000 | $ 1,026,000 | ||||||||
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year | $ 9,300,000 | $ 2,400,000 | |||||||||||||||
Amortization Expense | $ 127,000 | ||||||||||||||||
Finite-Lived Intangible Asset, Expected Amortization, Year Two | $ 105,000 | ||||||||||||||||
Finite-Lived Intangible Asset, Expected Amortization, Year Three | $ 104,000 | ||||||||||||||||
Finite-Lived Intangible Asset, Expected Amortization, Year Four | $ 104,000 | ||||||||||||||||
Number of Reporting Units | 200,000 | ||||||||||||||||
Purchase of new bitcoin mining machines | $ 60,000 | ||||||||||||||||
Common shares issued (in Shares) | shares | 4,500,000 | ||||||||||||||||
Common shares with a fair value | $ 11,400,000 | ||||||||||||||||
Common shares issued (in Shares) | shares | 628,320 | ||||||||||||||||
Invest Purchase Agreement | $ 480,000 | ||||||||||||||||
Common price per,shares (in Dollars per share) | $ / shares | $ 4.25 | $ 1.19 | $ 1.29 | ||||||||||||||
Purchase price | 1,560,000 | ||||||||||||||||
Purchase Agreement | $ 96,000 | ||||||||||||||||
Goodwill prior acquisitions | $ 1,400,000 | ||||||||||||||||
Developed impairment charge | $206,000 | ||||||||||||||||
Impairment charge | $ 70,000 | $ 80,000 | |||||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||||||||||||||
Intangible Assets (Details) [Line Items] | |||||||||||||||||
Common shares issued (in Shares) | shares | 480,000 | ||||||||||||||||
Per share (in Dollars per share) | $ / shares | $ 3.25 | ||||||||||||||||
Purchase price | $ 1,560,000 | ||||||||||||||||
Majestic Dragon Financial Services Ltd. [Member] | |||||||||||||||||
Intangible Assets (Details) [Line Items] | |||||||||||||||||
Common shares issued (in Shares) | shares | 135,000 | ||||||||||||||||
Finder's fee | $ 456,000 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Intangible Assets (Details) [Line Items] | |||||||||||||||||
Common price per,shares (in Dollars per share) | $ / shares | $ 3.25 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets, net - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | $ 30,407 | $ 18,903 | $ 17,480 | |
Accumulated amortization: | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | (17,421) | (16,495) | (15,459) | |
Total finite-lived assets, net | 12,986 | 2,408 | 2,021 | |
Indefinite-lived intangible assets – trade names | 200 | 200 | ||
Total intangible assets, net | 13,186 | 2,608 | 2,301 | |
Developed Technology Rights [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 13,117 | 13,117 | 13,323 | |
Accumulated amortization: | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | (13,117) | (13,117) | (12,682) | |
Supplier agreement [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 12,967 | 1,560 | ||
Accumulated amortization: | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | (489) | (43) | ||
Channel partner relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 730 | 730 | 730 | |
Accumulated amortization: | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | (568) | (477) | (355) | |
Capitalized development costs [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | [1] | 3,213 | 3,116 | 3,047 |
Accumulated amortization: | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | [1] | (2,897) | (2,518) | (2,094) |
Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 380 | 380 | 380 | |
Accumulated amortization: | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | $ (350) | $ (340) | $ (328) | |
[1] | Includes the impact of foreign currency exchange rate fluctuations. |
Investments (Details)
Investments (Details) - USD ($) | 1 Months Ended | ||||
Nov. 30, 2021 | Aug. 31, 2021 | Apr. 30, 2021 | Sep. 30, 2021 | May 31, 2021 | |
Investments (Details) [Line Items] | |||||
Aggregate of warrants (in Shares) | 11,299,000 | 224,000 | |||
Sponsor paid | $ 5,400,000 | ||||
Payment from investor | $ 1,000,000 | ||||
Preferred shares received (in Shares) | 1,879,699 | ||||
Capital Stcok percentage | 19.90% | ||||
Fair value | $ 2,100,000 | ||||
Sponsor [Member] | |||||
Investments (Details) [Line Items] | |||||
Deferred offering costs | $ 25,000 | ||||
Private Placement Warrants [Member] | |||||
Investments (Details) [Line Items] | |||||
Aggregate of warrants (in Shares) | 5,395,000 | ||||
Purchase Price (in Dollars per share) | $ 1 | ||||
Class B Common Stock [Member] | |||||
Investments (Details) [Line Items] | |||||
Exchange for shares (in Shares) | 2,875,000 |
Debt (Details)
Debt (Details) | Apr. 02, 2021USD ($) | Mar. 10, 2021 | Feb. 01, 2021USD ($) | Apr. 09, 2020 | Jul. 28, 2020 | Mar. 23, 2020USD ($)shares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 30, 2020 | Aug. 27, 2020USD ($) | Jul. 02, 2019USD ($) |
Debt (Details) [Line Items] | ||||||||||||
Received loan proceeds amount | $ 447,400 | |||||||||||
Aggregate principal amount | $ 1,100,000 | |||||||||||
Interest per annum percentage | 1.68% | |||||||||||
Extension fee amount | $ 118,000 | |||||||||||
Penalty fee | $ 241,000 | |||||||||||
Common shares payment (in Shares) | shares | 468,225 | |||||||||||
Aggregate purchased units | 200 | |||||||||||
Convertible debentures | $ 58,000 | |||||||||||
Convertible common shares (in Shares) | shares | 89,320 | |||||||||||
Warrant purchase amount (in Shares) | shares | 89,320 | |||||||||||
Cash proceeds | $ 575,000 | $ 375,000 | ||||||||||
Offering paid amount | $ 150,000 | |||||||||||
Line of credit agreement maximum borrowing limit | $ 500,000 | |||||||||||
Agreement bear interest rate | 6.50% | |||||||||||
Convertible debentures | $ 58,000 | |||||||||||
(in Shares) | shares | 89,320 | |||||||||||
Paid directly | $ 150,000 | |||||||||||
Outstanding convertible debenture | $ 783,000 | |||||||||||
Aggregate common shares (in Shares) | shares | 1,205,820 | |||||||||||
Convertible debenture was held by related parties | $ 408,000 | |||||||||||
Common shares issued (in Shares) | shares | 628,320 | |||||||||||
Agreement bear interest rate | 6.50% | |||||||||||
Outstanding balance | $ 406,000 | |||||||||||
Settlement Agreement [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Interest per annum percentage | 1.68% | |||||||||||
Aggregate principal amount | 1,100,000 | |||||||||||
Forgiveness of liabilities | 594,000 | |||||||||||
Fee Agreement [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt, description | the Company and OMM entered into a Fee Agreement stating the OMM Note maturity date was extended to the earlier of (i) June 24, 2021, and (ii) the date that is five days following the first closing by the Company of its issuance and sale of debt or equity securities in a public offering or private placement transaction (such earlier date, the “Extension Date”). An extension fee in the amount of $118,000 is payable on or before the Extension Date and is included in accrued liabilities at December 31, 2020. If the OMM Note is not paid in full, including the extension fee, on the Extension Date an additional fee of $472,000 is due and payable on demand. | |||||||||||
Purchase Agreement [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt, description | the Company entered into a Securities Purchase Agreement with Oasis Capital (“Oasis”), a related party of the Company, pursuant to which the Company received $500,000 and issued to Oasis (i) an 8.0% original issue discount promissory note payable, with a six month term and aggregate principal amount of $615,000, and (ii) 90,000 common shares of the Company at $3.37 per share. A related party earned a fee of $40,000 for facilitating the transaction. At December 31, 2020, the Company had $304,000 outstanding, net of unamortized debt costs of $213,000 on the Oasis promissory note. | |||||||||||
Exchange Agreement [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt, description | the Company and Oasis Capital entered into an Exchange Agreement under which Oasis Capital surrendered the Oasis promissory note dated July 28, 2020 in exchange for a new convertible promissory note issued to Oasis Capital with (i) a principal amount of $796,159, (ii) interest rate of 8.0% per annum, (iii) a 12 month maturity date, and (iv) convertible into common shares of the Company (the “Conversion Shares”). The conversion price is 90% of the lowest volume weighted average price of the Company’s common shares during the 10 consecutive trading day period ending and including the trading day immediately preceding the delivery of the notice of conversion. The issuance of the Conversion Shares is subject to regulatory and NASDAQ approvals. | |||||||||||
Subscription Agreements [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt, description | the Company entered into subscription agreements by and among the Company and the investors party thereto, including the Advisor, a related party, for the purchase and sale of 725 units (collectively, the “Units” and individually, a “Unit”) for aggregate gross proceeds of $725,000 (the “Offering”), with each Unit consisting of (a) a 6% convertible debenture in the principal amount of $1,000, which is convertible at $0.6495 per share into 1,540 common shares of the Company, and (b) a warrant to purchase 1,540 common shares of the Company exercisable at any time on or before the third year anniversary date at an exercise price of $0.60 per share. The warrant includes a provision restricting the warrant holder from exercising it if the aggregate number of common shares held by the warrant holder equals or exceeds 5.0% of the issued and outstanding shares of the Company, calculated on a partially converted basis (i.e., assuming the conversion of all rights to receive common shares of the Company held by the warrant holder). | |||||||||||
PPP Funds [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt, description | the Company received loan proceeds in the amount of $667,400 (the “PPP Funds”) and entered into a loan agreement with Citizens National Bank of Texas pursuant to the CARES Act. The CARES Act was established in order to enable small businesses to pay employees during the economic slowdown caused by COVID-19 by providing forgivable loans to qualifying businesses for up to 2.5 times their average monthly payroll costs. The amount borrowed by the Company under the CARES Act is eligible to be forgiven provided that (a) the Company uses the PPP Funds during the eight to twenty-four week period after receipt thereof, and (b) the PPP Funds are only used to cover payroll costs (including benefits), and other allowed expenses. The amount of loan forgiveness will be reduced if, among other reasons, the Company does not maintain staffing or payroll levels. Principal and interest payments on any unforgiven portion of the PPP Funds (the “PPP Loan”) will be deferred for six months and accrue interest at a fixed annual rate of 1.0% and carry a two year maturity date. | |||||||||||
Purchase Agreement [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt, description | the Company entered into a Securities Purchase Agreement with Oasis Capital, LLC (“Oasis”), a related party of the Company, pursuant to which the Company received $500,000 and issued to Oasis (i) an 8.0% original issue discount promissory note payable with aggregate principal amount of $615,000 (“Oasis Promissory Note”), and (ii) 90,000 common shares of the Company at $3.37 per share. Torrington Financial Services Ltd earned a fee of $40,000 for facilitating the transaction. The Oasis Promissory Note was due on January 28, 2021. | |||||||||||
Exchange Agreement [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt, description | the Company and Oasis entered into an Exchange Agreement under which Oasis surrendered the Oasis Promissory Note dated July 28, 2020 in exchange for a new Convertible Promissory Note issued to Oasis with (i) a principal amount of $796,159, (ii) interest rate of 8.0% per annum, (iii) a 12 month maturity date, and (iv) convertible into common shares of the Company. | |||||||||||
PPP Funds [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt, description | the Company received PPP Funds in the amount of $667,400 and entered into a loan agreement with Citizens National Bank of Texas pursuant to the CARES Act. The amount borrowed by the Company under the CARES Act is eligible to be forgiven provided that (a) the Company uses the PPP funds during the eight week period after receipt thereof, and (b) the PPP funds are only used to cover payroll costs (including benefits), rent, mortgage interest, and utility costs. In June 2021, the April 9, 2020 PPP Funds were forgiven by the lender and the Company recorded a gain on extinguishment of debt which is included in interest income and other, net. At September 30, 2021 there was no outstanding balance on the April 9, 2020 PPP Funds | |||||||||||
Subscription Agreements [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Debt, description | the Company entered into subscription agreements by and among the Company and the investors party thereto, including Torrington and Lallande, for the purchase and sale of 725 units (collectively, the “Units” and individually, a “Unit”) for aggregate gross proceeds of $725,000 with each Unit consisting of (a) a 6.0% convertible debenture in the principal amount of $1,000, which is convertible at $0.6495 per share into 1,540 common shares of the Company, and (b) a warrant to purchase 1,540 common shares of the Company exercisable at any time on or before the third year anniversary date at an exercise price of $0.60 per share. The warrant includes a provision restricting the warrant holder from exercising it if the aggregate number of common shares held by the warrant holder equals or exceeds 5.0% of the issued and outstanding shares of the Company, calculated on a partially converted basis (i.e., assuming the conversion of all rights to receive common shares of the Company held by the warrant holder). | |||||||||||
Subscription Agreements [Member] | ||||||||||||
Debt (Details) [Line Items] | ||||||||||||
Cash | $ 575,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of level for liabilities that are measured at fair value using significant unobservable inputs $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of level for liabilities that are measured at fair value using significant unobservable inputs [Abstract] | |
Liability at January 1, 2021 | $ 89 |
Liability at September 30, 2021 | 5 |
Reclassification to equity | $ (84) |
Preferred Shares (Details)
Preferred Shares (Details) | Sep. 14, 2021USD ($)shares | Jul. 13, 2021 | Jul. 12, 2021USD ($)$ / sharesshares | May 06, 2021$ / shares | Apr. 30, 2021$ / sharesshares | Apr. 08, 2021 | Apr. 08, 2021 | Mar. 03, 2021shares | Sep. 17, 2020 | Sep. 14, 2020USD ($)shares | Apr. 30, 2020USD ($)$ / sharesshares | Mar. 06, 2020$ / shares | Oct. 30, 2019 | Aug. 31, 2019USD ($)shares | Sep. 17, 2021 | Apr. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Sep. 09, 2021USD ($)shares | Mar. 31, 2021shares | Mar. 09, 2021shares | Oct. 31, 2019shares | Jul. 31, 2019shares |
Preferred Shares (Details) [Line Items] | |||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 9.5 | ||||||||||||||||||||||||
Common shares, issued | 175,765 | 59,208,801 | 7,867,186 | 3,850,105 | 197,798 | 149,500 | |||||||||||||||||||
Preferred stock, shares outstanding | 1,000 | 9,355,778 | 8,443,778 | ||||||||||||||||||||||
Preferred Shares, issued | 1,000 | 9,355,778 | 8,443,778 | ||||||||||||||||||||||
Preferred Shares, per share (in Dollars per share) | $ / shares | |||||||||||||||||||||||||
Interest expense (in Dollars) | $ | $ 142,000 | $ 292,000 | |||||||||||||||||||||||
Series G Preferred Shares [Member] | |||||||||||||||||||||||||
Preferred Shares (Details) [Line Items] | |||||||||||||||||||||||||
Percentage of common shares outstanding | 4.99% | ||||||||||||||||||||||||
Common shares outstanding increased rate | 9.99% | ||||||||||||||||||||||||
Preferred stock convertible, description | Each Series G Preferred Share has a stated value of $1,000 and is convertible into the Company’s common shares at a conversion price equal to the lower of (i) 80% of the average of the three lowest volume weighted average price of the common stock during the ten trading days immediately preceding, but not including, the conversion date and (ii) $2.75; however, in no event shall the conversion price be lower than $1.00 per share. The Series G Preferred Shares are non-voting and pay dividends at a rate of 8.0% per annum, payable quarterly. | ||||||||||||||||||||||||
Number of investors | 2 | ||||||||||||||||||||||||
Issuance of aggregate share value (in Dollars) | $ | $ 10,000,000 | ||||||||||||||||||||||||
Purchasers of aggregate warrants | 2,000,000 | ||||||||||||||||||||||||
Warrants term | 3 years | ||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 4 | ||||||||||||||||||||||||
Shares converted | 4,400,000 | 9,000 | |||||||||||||||||||||||
Common shares, issued | 3,272,728 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | 1,000 | ||||||||||||||||||||||||
Series E Preferred Shares [Member] | |||||||||||||||||||||||||
Preferred Shares (Details) [Line Items] | |||||||||||||||||||||||||
Percentage of common shares outstanding | 4.99% | 4.99% | |||||||||||||||||||||||
Common shares outstanding increased rate | 9.99% | 9.99% | |||||||||||||||||||||||
Preferred stock convertible, description | Each Series E Preferred Share has a stated value of $1,000 and is convertible into the Company’s common shares at a conversion price equal to the lower of (i) 70% of the average of the three lowest volume weighted average price of the common stock during the ten trading days immediately preceding, but not including, the conversion date and (ii) $2.00; however, in no event shall the conversion price be lower than $1.00 per share. The Series E Preferred Shares are non-voting and pay dividends at a rate of 8.0% per annum, payable quarterly. | Each Series E Preferred Share has a stated value of $1,000 and is convertible into the Company’s common shares at a conversion price equal to the lower of (i) 70% of the average of the three lowest volume weighted average prices of the common shares during the ten trading days immediately preceding, but not including, the conversion date and (ii) $2.00; however, in no event shall the conversion price be lower than $1.00 per share. The Series E Preferred Shares are non-voting and pay dividends at a rate of 8.0% per annum, payable quarterly. | |||||||||||||||||||||||
Shares converted | 3,000 | ||||||||||||||||||||||||
Common shares, issued | 2,456,918 | 250,000 | 250,000 | ||||||||||||||||||||||
Investor of shares | 3,000 | 3,000 | |||||||||||||||||||||||
Net proceeds (in Dollars) | $ | $ 2,700,000 | $ 2,700,000 | |||||||||||||||||||||||
Advisory fee (in Dollars) | $ | $ 240,000 | $ 240,000 | |||||||||||||||||||||||
Fair value amount (in Dollars) | $ | $ 653,000 | ||||||||||||||||||||||||
Fair value penalty description | On April 8, 2021, the Company was in default for failure to file a timely registration statement for the shares issued on March 9, 2021. As stated in the Amendment to the Westworld SPA, the Company incurs a penalty equal to 24.0% per annum on the additional common shares issued’s fair value of $653,000 until there is a registration statement filed or September 19, 2021. | ||||||||||||||||||||||||
Series D Preferred Shares [Member] | |||||||||||||||||||||||||
Preferred Shares (Details) [Line Items] | |||||||||||||||||||||||||
Percentage of common shares outstanding | 4.99% | 4.99% | |||||||||||||||||||||||
Common shares outstanding increased rate | 9.99% | 9.99% | |||||||||||||||||||||||
Number of investors | 2 | 2 | |||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 0.92 | $ 0.92 | $ 0.92 | ||||||||||||||||||||||
Shares converted | 909,000 | 785,000 | 785,000 | 895,000 | |||||||||||||||||||||
Common shares, issued | 1,694,000 | 1,694,000 | 1,694,000 | 785,000 | 895,000 | ||||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 0.65 | $ 0.65 | |||||||||||||||||||||||
Aggregate of shares | 1,694,000 | 1,694,000 | |||||||||||||||||||||||
Aggregate amount (in Dollars) | $ | $ 1,100,000 | $ 1,100,000 | $ 550,000 | ||||||||||||||||||||||
Warrant exerisable period | 5 years | 5 years | |||||||||||||||||||||||
Percentage of issued and outstanding | 5.00% | 5.00% | |||||||||||||||||||||||
Stock issued | 909,000 | 785,000 | |||||||||||||||||||||||
Securities Purchase Agreement by acquiring shares | 847,000 | ||||||||||||||||||||||||
Warrant to purchase common shares | 847,000 | ||||||||||||||||||||||||
Common shares acquired | 211,745 | ||||||||||||||||||||||||
Series D Preferred Shares [Member] | Gora [Member] | |||||||||||||||||||||||||
Preferred Shares (Details) [Line Items] | |||||||||||||||||||||||||
Shares converted | 485,000 | ||||||||||||||||||||||||
Common shares, issued | 485,000 | 348,000 | |||||||||||||||||||||||
Shares issued | 348,000 | ||||||||||||||||||||||||
Series C Preferred Shares [Member] | |||||||||||||||||||||||||
Preferred Shares (Details) [Line Items] | |||||||||||||||||||||||||
Percentage of common shares outstanding | 19.90% | ||||||||||||||||||||||||
Number of investors | 2 | ||||||||||||||||||||||||
Shares converted | 1,600,000 | ||||||||||||||||||||||||
Aggregate of shares | 1,440,000 | ||||||||||||||||||||||||
Preferred Shares, issued | 1,600,000 | ||||||||||||||||||||||||
Preferred Shares, per share (in Dollars per share) | $ / shares | $ 1 | ||||||||||||||||||||||||
Series C Preferred Shares [Member] | SBC Investments Ltd [Member] | |||||||||||||||||||||||||
Preferred Shares (Details) [Line Items] | |||||||||||||||||||||||||
Common shares, issued | 720,000 | ||||||||||||||||||||||||
Series C Preferred Shares [Member] | Tyrell Global Acquisitions Inc [Member] | |||||||||||||||||||||||||
Preferred Shares (Details) [Line Items] | |||||||||||||||||||||||||
Common shares, issued | 720,000 | ||||||||||||||||||||||||
Series A Preferred Shares [Member] | |||||||||||||||||||||||||
Preferred Shares (Details) [Line Items] | |||||||||||||||||||||||||
Shares converted | 6,500,000 | ||||||||||||||||||||||||
Preferred Shares, issued | 6,500,000 | ||||||||||||||||||||||||
Series B Preferred Shares [Member] | |||||||||||||||||||||||||
Preferred Shares (Details) [Line Items] | |||||||||||||||||||||||||
Common shares outstanding increased rate | 9.99% | ||||||||||||||||||||||||
Preferred stock convertible, description | The Series B Preferred Shares (i) were convertible into the Company’s common shares, subject to prior shareholder approval, at a conversion rate equal to $1.00 per share, plus accrued and unpaid dividends, divided by an amount equal to 0.85 multiplied by a 15-day volume weighted average price per common share prior to the date the conversion notice is provided (the “Conversion Rate”), subject to a conversion price floor of $0.80, (ii) after November 13, 2020, fixed, preferential, cumulative cash dividends at the rate of 8.0% of the Series B Preferred Shares subscription price per year, and (iii) carry a liquidation preference equal to the subscription price per Series B Preferred Share plus any accrued and unpaid dividends. In August 2021, all of the Series B Preferred Shares were converted and the Company issued 2,639,542 common shares of the Company, including 107,481 common shares for satisfaction of outstanding accrued Series B Preferred dividends. There are no Series B Preferred Shares outstanding at September 30, 2021. | The Series B Preferred Shares (i) are convertible into the Company’s common shares at a conversion rate equal to $1.00 per share, plus accrued and unpaid dividends, divided by an amount equal to 0.85 multiplied by a 15-day volume weighted average price per common share prior to the date the conversion notice is provided (the “Conversion Rate”), subject to a conversion price floor of $0.80, (ii) after November 13, 2020, fixed, preferential, cumulative cash dividends at the rate of 8.0% of the Series B Preferred Shares subscription price per year, and (iii) carry a liquidation preference equal to the subscription price per Series B Preferred Share plus any accrued and unpaid dividends. | |||||||||||||||||||||||
Shares converted | 6,500,000 | ||||||||||||||||||||||||
Preferred Shares, issued | 343,778 | 6,843,778 | |||||||||||||||||||||||
Accrued liabilities (in Dollars) | $ | $ 0 | $ 71,000 | |||||||||||||||||||||||
Related party preferred dividends (in Dollars) | $ | $ 329,000 | $ 0 | |||||||||||||||||||||||
Fair value (in Dollars) | $ | $ 343,778 |
Share Capital (Details)
Share Capital (Details) - USD ($) | Aug. 04, 2020 | Jun. 19, 2020 | Jun. 16, 2020 | Jun. 01, 2020 | Apr. 24, 2020 | Aug. 31, 2019 | Jul. 31, 2019 | Aug. 31, 2021 | May 31, 2021 | May 31, 2020 | Oct. 31, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | Oct. 14, 2021 | Oct. 01, 2021 | Mar. 09, 2021 | Oct. 26, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share Capital (Details) [Line Items] | ||||||||||||||||||||
Aggregate common shares | 22,600,000 | |||||||||||||||||||
Warrants to purchase common shares | 224,000 | 11,299,000 | ||||||||||||||||||
Common shares offering price (in Dollars per share) | $ 1.375 | $ 8.5 | ||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 9.5 | |||||||||||||||||||
Warrant exercisable, description | Each warrant is exercisable for one common share and is immediately exercisable and will expire five years from the issuance date. A holder (together with its affiliates) may not exercise any portion of such holder’s warrants to the extent that the holder would own more than 4.99% of the Company’s outstanding common shares immediately after exercise, except that upon notice from the holder to the Company, the holder may decrease or increase the limitation of ownership of outstanding stock after exercising the holder’s warrants up to 9.99% of the number of common shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants, provided that any increase in such limitation shall not be effective until 61 days following notice to the Company. | |||||||||||||||||||
Commission and other offering expenses (in Dollars) | $ 6,800,000 | |||||||||||||||||||
Crypto currency, description | The proceeds will be used, in part, towards the purchase of 60,000 crypto mining machines (“miners”). | |||||||||||||||||||
Sale of stock | 2,488,530 | 11,000,000 | ||||||||||||||||||
Price per common share (in Dollars per share) | $ 1.29 | $ 4.25 | $ 1.19 | |||||||||||||||||
Sale of stock, description | (a) one common share of the Company, (b) a warrant to purchase one common share of the Company at an exercise price of $6.50 per share immediately exercisable and will expire three years from the issuance date (the “A Warrant”), and (c) a warrant to purchase one common share of the Company at an exercise price of $7.50 per share immediately exercisable and will expire three years from the issuance date (the “B Warrant”) (collectively the “August 2021 Warrants”). | |||||||||||||||||||
Issued and outstanding percentage | 4.99% | |||||||||||||||||||
Number of warrants | 224,000 | |||||||||||||||||||
Aggregate of common shares | 213,916 | |||||||||||||||||||
Cash (in Dollars) | $ 100,521,000 | $ 461,000 | $ 2,896,000 | $ 149,000 | $ 341,000 | |||||||||||||||
Net proceeds (in Dollars) | $ 10,100,000 | |||||||||||||||||||
Common stock shares issued | 175,765 | 149,500 | 59,208,801 | 7,867,186 | 197,798 | 3,850,105 | ||||||||||||||
Issued of common shares | 700,000 | |||||||||||||||||||
Common shares certificates | 600,000 | |||||||||||||||||||
Fair value of stock (in Dollars) | $ 795,000 | |||||||||||||||||||
Worth of common shares (in Dollars) | $ 11,000,000 | $ 1,700,000 | ||||||||||||||||||
Floor price per share (in Dollars per share) | $ 1,740,000 | |||||||||||||||||||
Gross proceeds (in Dollars) | 1,300,000 | |||||||||||||||||||
Consulting agreement, description | the Company entered into a consulting agreement with ROK Consulting Inc. (“ROK”) to provide consulting services to the Company in the area of corporate finance, investor communications and financial and investor public relations (the “ROK Consulting Agreement”). As compensation for ROK’s services to be provided pursuant to the ROK Consulting Agreement, in addition to cash compensation, the Company agreed to issue to ROK 375,000 common shares of the Company. | |||||||||||||||||||
Subscription agreement,of description | the Company entered into a related party subscription agreement and issued 330,000 common shares of the Company at $1.07 per share to a vendor in exchange for the satisfaction of certain accounts payable. The aggregate amount of the obligations shall be reduced by the cash proceeds actually received by the vendor from the sale of the shares by the vendor. | |||||||||||||||||||
Purchase agreement | 251,823 | |||||||||||||||||||
Received of gross proceeds (in Dollars) | $ 325,000 | $ 480,000 | ||||||||||||||||||
Common stock shares amount | 240,000 | |||||||||||||||||||
Purchase price per share (in Dollars per share) | $ 2 | |||||||||||||||||||
Aggregate warrants | 1,860,320 | |||||||||||||||||||
Exercise of warrants received (in Dollars) | $ 478,000 | |||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 6 | |||||||||||||||||||
Common stock shares issued | 1,500,000 | |||||||||||||||||||
Common stock shares issued | 743,820 | |||||||||||||||||||
Maxim Group LLC [Member] | ||||||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||||||
Commission and other offering expenses (in Dollars) | $ 176,300,000 | |||||||||||||||||||
OTC Hospitality Group [Member] | ||||||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||||||
Cash (in Dollars) | $ 456,000 | |||||||||||||||||||
Oasis Common Shares [Member] | ||||||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||||||
Common stock shares issued | 630,000 | |||||||||||||||||||
Groupe Parameus Corp [Member] | ||||||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||||||
Issued of common shares | 200,000 | |||||||||||||||||||
Prepayment cash (in Dollars) | $ 150,000 | |||||||||||||||||||
Restricted stock award | 100,000 | |||||||||||||||||||
Non qualified stock option | 100,000 | |||||||||||||||||||
purchase of common stock shares | 50,000 | |||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 2.52 | |||||||||||||||||||
Fair value (in Dollars) | $ 504,000 | |||||||||||||||||||
ROK Consulting Inc [Member] | ||||||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||||||
Common stock shares issued | 225,000 | 150,000 | ||||||||||||||||||
Fair value (in Dollars) | $ 725,000 | $ 360,000 | ||||||||||||||||||
Oasis Capital, LLC [Member] | ||||||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||||||
Price per common share (in Dollars per share) | $ 11,000,000 | $ 1.58 | ||||||||||||||||||
Common stock shares issued | 30,000 | |||||||||||||||||||
Equity purchase agreement (in Dollars) | $ 11,000,000 | $ 389,000 | ||||||||||||||||||
Shares issued | 200,000 | |||||||||||||||||||
Oasis capital for gross proceeds (in Dollars) | $ 720,000 | |||||||||||||||||||
A Warrants [Member] | ||||||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||||||
Number of warrants | 106,958 | |||||||||||||||||||
B Warrants [Member] | ||||||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||||||
Number of warrants | 106,958 | |||||||||||||||||||
Common Stock [Member] | Oasis Capital, LLC [Member] | ||||||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||||||
Common stock shares issued | 315,000 | |||||||||||||||||||
Public offering [Member] | ||||||||||||||||||||
Share Capital (Details) [Line Items] | ||||||||||||||||||||
Price per common share (in Dollars per share) | $ 1.25 | |||||||||||||||||||
Common stock shares issued | 5,600,000 |
Share Capital (Details) - Sched
Share Capital (Details) - Schedule of outstanding warrants to purchase common shares - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2021 | |||
Class of Warrant or Right [Line Items] | ||||
Number outstanding | $ 19,512,039 | $ 2,786,534 | [1] | |
August 2017 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Contractual life (years) | 5 years | 5 years | ||
Exercise price (in Dollars per share) | $ 42 | $ 42 | ||
Number outstanding | $ 37,500 | $ 37,500 | ||
Expiration | August 11, 2022 | August 11, 2022 | ||
August 2017 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Contractual life (years) | 5 years | 5 years | ||
Exercise price (in Dollars per share) | $ 42 | $ 42 | ||
Number outstanding | $ 11,876 | $ 11,876 | ||
Expiration | August 16, 2022 | August 16, 2022 | ||
August 2017 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Contractual life (years) | 5 years | 5 years | ||
Exercise price (in Dollars per share) | $ 42 | $ 42 | ||
Number outstanding | $ 25,625 | $ 25,625 | ||
Expiration | August 22, 2022 | August 22, 2022 | ||
April 2018 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Contractual life (years) | 5 years | 5 years | ||
Exercise price (in Dollars per share) | $ 5.6 | $ 5.6 | ||
Number outstanding | $ 111,563 | $ 111,563 | ||
Expiration | April 17, 2023 | April 17, 2023 | ||
March 2020 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Contractual life (years) | 3 years | 3 years | ||
Exercise price (in Dollars per share) | $ 0.6 | $ 0.6 | ||
Number outstanding | $ 31,000 | $ 905,820 | ||
Expiration | March 23, 2023 | March 23, 2023 | ||
April 2020 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Contractual life (years) | 5 years | 5 years | ||
Exercise price (in Dollars per share) | $ 0.92 | $ 0.92 | ||
Number outstanding | $ 579,500 | $ 1,694,000 | ||
Expiration | April 30, 2025 | April 30, 2025 | ||
May 2021 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Contractual life (years) | 5 years | |||
Exercise price (in Dollars per share) | $ 1.375 | |||
Number outstanding | $ 224,000 | |||
Expiration | May 27, 2026 | |||
July 2021 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Contractual life (years) | 3 years | |||
Exercise price (in Dollars per share) | $ 4 | |||
Number outstanding | $ 2,000,000 | |||
Expiration | [2] | |||
August 2021 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Contractual life (years) | 3 years | |||
Exercise price (in Dollars per share) | $ 6.5 | |||
Number outstanding | $ 2,595,488 | |||
Expiration | August 25, 2024 | |||
August 2021 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Contractual life (years) | 3 years | |||
Exercise price (in Dollars per share) | $ 7.5 | |||
Number outstanding | $ 2,595,488 | |||
Expiration | August 25, 2024 | |||
September 2021 [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Contractual life (years) | 5 years | |||
Exercise price (in Dollars per share) | $ 9.5 | |||
Number outstanding | $ 11,299,999 | |||
Expiration | September 8, 2026 | |||
[1] | Includes 1,860,320 of warrants to purchase common shares, in the aggregate, outstanding to related parties at December 31, 2020. | |||
[2] | These warrants require shareholder approval to exercise, which has not occurred as of September 30, 2021, and expire on the third anniversary of the initial exercise date. |
Equity Incentive Plans (Details
Equity Incentive Plans (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2019 | Mar. 26, 2019 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity Incentive Plans (Details) [Line Items] | |||||||||
Unrecognized compensation expense | $ 53,000 | ||||||||
Weighted average period | 3 months | ||||||||
Common shares authorized for issuance (in Shares) | 1,255,860 | ||||||||
Equity incentive plans description | (i) 10% of the total number of common shares issued and outstanding on December 31 of the immediately preceding calendar year, or (ii) such number of common shares as may be established by the Board. | ||||||||
Share based award for future grant (in Shares) | 51,500 | ||||||||
Interest rate | 10.00% | 10.00% | 195.00% | ||||||
Fair value of RSUs | $ 17,000 | $ 200,000 | |||||||
RSU granted | $ 799,000 | $ 406,000 | $ 377,000 | $ 783,000 | |||||
Estimated fair value | $ 2.51 | ||||||||
Equity Option [Member] | |||||||||
Equity Incentive Plans (Details) [Line Items] | |||||||||
Interest rate | 125.00% | ||||||||
Restricted Stock Awards [Member] | |||||||||
Equity Incentive Plans (Details) [Line Items] | |||||||||
Granted fully vested awards (in Shares) | 400,841 | 301,880 | 400,841 | ||||||
Fair value of RSA | $ 200,000 | $ 1,400,000 | $ 771,000 | $ 800,000 | |||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Equity Incentive Plans (Details) [Line Items] | |||||||||
Grand fair value total | $ 100,000 | $ 1,300,000 | |||||||
RSU granted | $ 100,000 | ||||||||
Employee Stock Purchase Plan [Member] | |||||||||
Equity Incentive Plans (Details) [Line Items] | |||||||||
Purachse of common shares (in Shares) | 37,500 | 37,500 |
Equity Incentive Plans (Detai_2
Equity Incentive Plans (Details) - Schedule of compensation expense related to its share-based compensation awards - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 299 | $ 5 | $ 5 | $ 637 |
Sales and marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | 130 | 2 | 2 | 279 |
Research and development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | 3 | 3 | 61 | |
General and administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 169 | $ 297 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of anti-dilutive common share equivalents excluded from the computation of diluted net loss per share - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of anti-dilutive common share equivalents excluded from the computation of diluted net loss per share [Abstract] | ||||
Preferred shares issued and outstanding | 1,000 | 9,355,778 | ||
Common share purchase warrants | 19,512,039 | 2,901,182 | 2,786,534 | 205,562 |
Options and RSUs outstanding | 71,728 | 101,175 | 101,175 | 2,600 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Feb. 09, 2021 | Mar. 23, 2020 | Oct. 31, 2019 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 31, 2021 | Mar. 26, 2021 | Mar. 16, 2021 | Jul. 14, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||||||||
Conversion description | the Company entered into a conversion agreement by and among the Company, HVE and Overland under which Overland agreed to convert the following debt, accrued payables and prepayment of future goods and services into 1,600,000 Series C Preferred Shares of the Company valued at $1.00 per share: (i) principal and accrued interest of $520,000 under the Secured Promissory Note dated November 13, 2018 by and among the Company, HVE and Overland; (ii) accrued fees of $632,000 under the TSA and as modified, by and among the Company and Overland; and (iii) prepayment of $448,000 for future goods and services under the TSA. At September 30, 2021 and December 31, 2020, other current assets included nil and $115,000, respectively, for prepayment of services under the TSA. | |||||||||||
Net expenses | $ 74,000 | $ 261,000 | ||||||||||
Accounts payable and accrued liabilities | $ 247,000 | $ 207,000 | ||||||||||
Common shares received (in Shares) | 1,542,082 | |||||||||||
Classified of related party | $ 1,542,082 | |||||||||||
Acquired common shares (in Shares) | 231,000 | |||||||||||
Prepayment of future services | $ 150,000 | |||||||||||
Conversion agreement of,description | the Company entered into a conversion agreement by and among the Company, HVE and Overland under which Overland agreed to convert the following debt, accrued payables and prepayment of future goods and services into 1,600,000 Series C Preferred Shares of the Company valued at $1.00 per share: (i) principal and accrued interest of $520,000 under the Secured Promissory Note dated November 13, 2018 by and among the Company, HVE and Overland; (ii) accrued fees of $632,000 under the TSA dated November 13, 2018 by and among the Company and Overland; and (iii) prepayment of $448,000 for future goods and services under the TSA. | |||||||||||
Remaining prepaid | $ 284,000 | $ 284,000 | 385,000 | |||||||||
Net expense incurred | 230,000 | $ 525,000 | ||||||||||
Outstanding liabilities | 1,700,000 | |||||||||||
Owned percentage | 62.00% | 62.00% | ||||||||||
Common stock price per share (in Dollars per share) | $ 8.5 | $ 8.5 | $ 1.375 | |||||||||
Gryphon Digital Mining, Inc. [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Granted shares of common stock (in Shares) | 62,340 | |||||||||||
Issuance of common stock (in Shares) | 16,667 | |||||||||||
Common stock price per share (in Dollars per share) | $ 2.4 | |||||||||||
Common stock value, total | $ 40,000 | |||||||||||
Cash for advisory services | $ 64,000 | |||||||||||
Cancellation and exchange agreement to cancel shares (in Shares) | 16,667 | |||||||||||
Common stock in exchange for issuance of shares (in Shares) | 16,667 | |||||||||||
TSA [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Remaining prepaid | $ 115,000 | |||||||||||
Ontario Limited [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Common shares received (in Shares) | 1,542,082 | |||||||||||
Prepayment of future services | $ 1,542,082 | |||||||||||
DecentraNet, LLC [Member] | Gryphon Digital Mining, Inc. [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Owned percentage | 48.00% | 48.00% | ||||||||||
Payment for advisory services | $ 150,000 | |||||||||||
Torrington Amendment [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Common shares received (in Shares) | 1,800,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | May 12, 2021USD ($)shares | Apr. 14, 2021 | Jan. 14, 2021 | Aug. 31, 2021USD ($)shares | Aug. 19, 2021 | Jul. 31, 2021USD ($)shares | May 31, 2021USD ($) | Sep. 30, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2022USD ($) | Mar. 09, 2021shares | Oct. 31, 2019shares | Aug. 31, 2019shares |
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Remaining payable | $ 220,700,000 | |||||||||||||
Majestic dragon financial services, description | (i) 3.0% of the Hertford Agreement transaction, paid in common shares, which amount shall be paid concurrently with any payment made to Hertford for the placement of the assets to the Company from Hertford pursuant to the terms of the Hertford Agreement, and (ii) 100 Bitcoin per year for a period of two years, payable from the first coin mined in the corresponding year. | |||||||||||||
Common shares issued (in Shares) | shares | 59,208,801 | 7,867,186 | 3,850,105 | 197,798 | 149,500 | 175,765 | ||||||||
Fair value of stock | $ 795,000 | |||||||||||||
Deferred costs | $ 75,000 | $ 154,000 | $ 300,000 | |||||||||||
Rent expenses | $ 200,000 | $ 200,000 | ||||||||||||
Gryphon Digital Mining, Inc. [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Common shares issued (in Shares) | shares | 13,697,777 | 9,550,000 | ||||||||||||
Consulting agreements ,description | the Company entered into a consulting agreement (“Consulting Agreement”) with Chang Advisory Inc. for Robby Chang (“Consultant”), to serve as the Company’s Chief Executive Officer and as a member of the Board of Directors. The Consulting agreement will continue until terminated by either the Consultant or The Company. The Consultant will be paid $175,000 (Canadian dollars) per year and shall increase to approximately $300,000 (Canadian dollars) upon the closing of either i) an equity financing totaling at least $5,000,000 (Canadian dollars); or (ii) a debt and equity financing totaling at least $10,000,000 (Canadian dollars) (either (i) or (ii) being a “Qualifying Financing”). If a Qualifying Financing occurs within 90 days from the Effective Date, then the invoicing exception for the first ninety days shall no longer apply and the Consultant shall be entitled to immediately invoice for all completed 30-day periods up to the date of the Qualifying Financing. Upon the closing of the private placement offering on March 16, 2021, the Company meet the criteria for a Qualified Offering; therefore, the consulting compensation increased to $300,000 annually. | |||||||||||||
Director fee | $ 200,000 | |||||||||||||
Agreed to repurchase amount | $ 1,000,300,000 | |||||||||||||
Agreed to repurchase shares (in Shares) | shares | 300,000 | |||||||||||||
Compensation services receive amount (in Shares) | shares | 177,380 | |||||||||||||
Common stock total value | $ 3,000,000 | |||||||||||||
Increments percentage | 25.00% | |||||||||||||
Net operating profit percentage | 22.50% | |||||||||||||
Bitmain miner purchase agreement, description | the Company entered into an agreement to purchase bitcoin mining equipment (“Purchase Agreement”) with Bitmain Technologies Limited (“Bitmain”). The Purchase Agreement is for the purchase of 7,200 machines for approximately $44,109,000, which will be delivered 600 machines each month starting in August 2021 through July of 2022. | |||||||||||||
Contract value | $ 3,656,000 | |||||||||||||
Paid deposits | 28,038,000 | |||||||||||||
BitFuFu Machine Purchase Agreement [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Down payment | $ 85,000,000 | |||||||||||||
Majestic Dragon Agreement [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Common shares issued (in Shares) | shares | 135,000 | |||||||||||||
Fair value of stock | $ 456,000 | |||||||||||||
Forecast [Member] | BitFuFu Machine Purchase Agreement [Member] | ||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||
Number of machines | 60,000 | |||||||||||||
Aggregate value | $ 305,700,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of warranty and extended warranty - Deferred Revenues [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Product Warranty Liability [Line Items] | |||
Liability at January 1, 2021 | $ 739 | ||
Settlements made during the period | (663) | $ (817) | $ (1,087) |
Change in liability for warranties issued during the period | 349 | 447 | 725 |
Change in liability for pre-existing warranties | |||
Liability at September 30, 2021 | 425 | 739 | |
Current liability | 331 | 438 | |
Non-current liability | 94 | 301 | |
Liability at September 30, 2021 | $ 425 | $ 739 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 14, 2021 | Oct. 08, 2021 | Oct. 05, 2021 | Oct. 01, 2021 | Apr. 14, 2021 | Mar. 10, 2021 | Feb. 28, 2021 | Feb. 17, 2021 | Feb. 10, 2021 | Feb. 03, 2021 | Feb. 02, 2021 | Jan. 14, 2021 | Dec. 29, 2021 | Aug. 31, 2021 | Aug. 19, 2021 | May 31, 2021 | Mar. 22, 2021 | Mar. 21, 2021 | Mar. 16, 2021 | Feb. 17, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2021 | Jun. 03, 2021 | May 27, 2021 | Mar. 26, 2021 | Mar. 24, 2021 | Mar. 18, 2021 | Mar. 09, 2021 | Oct. 31, 2019 | Aug. 31, 2019 |
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Common stock issued | 59,208,801 | 7,867,186 | 3,850,105 | 197,798 | 149,500 | 175,765 | ||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 9.5 | |||||||||||||||||||||||||||||||
Subsequent event, description | The Company’s By-laws required a quorum of at least 25%, instead of the 33⅓% threshold required for a domestic issuer by the Quorum Rule. | |||||||||||||||||||||||||||||||
Granted shares | 100,000 | |||||||||||||||||||||||||||||||
Sale of shares | 2,488,530 | 11,000,000 | ||||||||||||||||||||||||||||||
Issue price (in Dollars per share) | $ 1.375 | $ 8.5 | ||||||||||||||||||||||||||||||
Preferred stock issued | 1,000 | 9,355,778 | 8,443,778 | |||||||||||||||||||||||||||||
Exchange agreement common shares | 22,600,000 | |||||||||||||||||||||||||||||||
Common stock valued (in Dollars) | $ 425,860,000 | $ 192,406,000 | $ 186,161,000 | |||||||||||||||||||||||||||||
Additional loan (in Dollars) | 2,500,000 | |||||||||||||||||||||||||||||||
Principal amount (in Dollars) | $ 12,500,000 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Common stock issued | 1,500,000 | |||||||||||||||||||||||||||||||
Warrants term | 3 years | |||||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 6 | |||||||||||||||||||||||||||||||
Written notice to sphere term | 180 days | |||||||||||||||||||||||||||||||
Price per share (in Dollars) | $ 4 | |||||||||||||||||||||||||||||||
Preferred stock convertible, description | the Company and Filecoiner, Inc. (“Filecoiner”) entered into an acquisition agreement under which Sphere’s wholly-owned subsidiary HVE sold the assets, including intellectual property, associated with Sphere’s Snap product line to Filecoiner, in exchange for 1,000 shares of Series B preferred stock of Filecoiner (“Filecoiner Series B Preferred Stock”) with an aggregate stated value equal to $8.0 million. The preferred shares have a liquidation preference of $1,000 per share, do not accrue dividends nor have voting rights. Filecoiner will use 1.5% of its annual gross revenue to redeem any outstanding shares of Filecoiner Series B Preferred Stock. This amount will be paid to the holder of the Filecoiner Series B Preferred Stock within 15 days of the completion of Filecoiner’s audited financial statements During any 12-calendar month period, 25% of the shares of Series B Preferred Stock shall be convertible at the option of the holder thereof at any time into a number of shares of common stock determined by dividing (i) the original issue price by (ii) the conversion price then in effect. The initial conversion price for the Series B Preferred Stock shall be equal to $8.00 per share. | |||||||||||||||||||||||||||||||
Agreement description | On October 5, 2021, the Company entered into s Sub-License and Delegation Agreement (“Hosting Sub-Lease”) by and between Gryphon and the Company, which assigned to the Company certain Master Services Agreement, dated as of September 12, 2021 (the “MSA”), by and between Core Scientific, and Gryphon and Master Services Agreement Order #2 (“Order 2”). The agreement allows for approximately 230 MW of carbon neutral bitcoin mining hosting capacity to be managed by Core Scientific as hosting partner. The agreement features the installation of digital asset miners at Core Scientific’s net carbon neutral blockchain data centers over the course of 14 months. As part of the agreement, Core Scientific will provide digital mining fleet management and monitoring solution, Minder™, data analytics, alerting, monitoring, and miner management services. On October 8, 2021, the Company paid $16.3 million to Gryphon for Order 2. The remaining commitment of $35.0 million is to be paid over the next 14 months. | |||||||||||||||||||||||||||||||
Preferred stock convertible, description | On October 5, 2021, the Company issued 579,500 common shares for the exercise of certain outstanding warrants and received proceeds of $533,000.On October 5, 2021, the holder of the Company’s Series G Preferred Shares converted 1,000 Series G shares for 363,636 common shares. There are no Series G Preferred Shares outstanding following this conversion. | |||||||||||||||||||||||||||||||
Gryphon Digital Mining, Inc. [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Shares converted | 5,370,977 | |||||||||||||||||||||||||||||||
Common stock issued | 13,697,777 | 9,550,000 | ||||||||||||||||||||||||||||||
Subsequent event, description | On October 8, 2021, the Company entered into a Sub-License and Delegation Agreement (“SL&DA”) with Sphere 3D, whereby the Company (i) exclusively sub-licensed to Sphere its rights to access and use the Company Facility pursuant to Order 2 and (ii) delegated to Sphere all of its obligations to make payments to Core pursuant to Order 2. | Company made the scheduled payments under the bitcoin mining equipment agreement, for October, November and December 2021, of $3,303,000, $3,091,000 and $3,134,000, respectively. Also, in October, November and December 2021, the Company received 600, 600 and 800, respectively, bitcoin mining machines. | ||||||||||||||||||||||||||||||
Total number of common stock | 100,000,000 | 100,000,000 | ||||||||||||||||||||||||||||||
Total number of preferred stock | 13,000,000 | 13,000,000 | ||||||||||||||||||||||||||||||
Installments shares | 46,486 | |||||||||||||||||||||||||||||||
Number of undesignated preferred stoc | 13,000,000 | |||||||||||||||||||||||||||||||
Issue price (in Dollars per share) | $ 2.4 | |||||||||||||||||||||||||||||||
Preferred stock issued | 0 | 248,831 | ||||||||||||||||||||||||||||||
Common stock valued (in Dollars) | $ 2,000 | $ 1,000 | ||||||||||||||||||||||||||||||
Gryphon Digital Mining, Inc. [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Common stock issued | 5,011,772 | |||||||||||||||||||||||||||||||
Issued of common shares | 111,111 | |||||||||||||||||||||||||||||||
Subsequent event, description | the Company entered into an agreement to purchase bitcoin mining equipment (“Purchase Agreement”). The Purchase Agreement is for the purchase of approximately $51,000,000 for 7,200 machines, which will be delivered 600 machines each month starting in August 2021 through July of 2022. On the execution of the Purchase Agreement, the Company made a payment of $12,000,000 with schedule payments, | the Company entered into an agreement with an entity to serve as advisor to the Company for a period of two years. As compensation for the services, the individual was granted 62,340 shares of the Company’s common stock to vest monthly over a period of 24 months. In addition to the stock grant, the advisor shall be granted a percentage of gross revenues for any business partnership brought to the Company by the advisor. The Commission percentage shall be 5% for year one gross revenues and 3% for year two gross revenues, after which no further commissions shall be owed. Where Company is raising equity offering a utility token and has an opinion letter from an AmLaw100 firm or SEC no action letter confirming this; or where Advisors team may act as Tier 1 or Tier 2 finders under guidance, advisor or it’s team may obtain referral-based cash compensation for funds raised through its network equal to 5% of funds raised. Should the total equity raised via advisor’s network exceed $5,000,000, advisor will be entitled to a success fee equal to 2% of the Company’s total equity. Should the total equity raised via advisor’s network exceed $10,000,000, advisor will be entitled to an additional success fee equal to 3% of the Company’s total equity, bringing the total success fee to 5% of the Company’s total equity. | shareholders owning 9,550,000 shares agreed to contribute an additional $0.002 per share for a total additional capital contribution of approximately $19,000. The Company agreed to issue an additional 2,757,500 shares of the Company’s common stock, to individuals considered to be key to the creation of the future business plan and operation of the Company. In addition, the Company agreed to issue 134,924 shares of the Company’s common stock to unrelated third parties for cash of $540. | |||||||||||||||||||||||||||||
Total number of common stock | 100,000,000 | |||||||||||||||||||||||||||||||
Common stock per value (in Dollars per share) | $ 0.0001 | |||||||||||||||||||||||||||||||
Total number of preferred stock | 1,000,000 | 6,000,000 | ||||||||||||||||||||||||||||||
Preferred stock per value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||
Original shareholder transferred | 1,000,000 | |||||||||||||||||||||||||||||||
Granted shares | 92,000 | 75,000 | ||||||||||||||||||||||||||||||
Sale of shares | 5,913,510 | |||||||||||||||||||||||||||||||
Common stock per share (in Dollars per share) | $ 2.4 | |||||||||||||||||||||||||||||||
Total proceed (in Dollars) | $ 14,192,000 | |||||||||||||||||||||||||||||||
Convertible preferred equity securities | 50,000,000 | |||||||||||||||||||||||||||||||
Installments shares | 18,750 | |||||||||||||||||||||||||||||||
Designation preferred stock | 6,000,000 | |||||||||||||||||||||||||||||||
Issue price (in Dollars per share) | $ 2.4 | |||||||||||||||||||||||||||||||
Preferred stock issued | 5,011,772 | |||||||||||||||||||||||||||||||
Exchange agreement common shares | 5,005,469 | |||||||||||||||||||||||||||||||
Exchange agreement preferred shares | 5,005,469 | |||||||||||||||||||||||||||||||
Prepayments (in Dollars) | $ 16,308,665 | |||||||||||||||||||||||||||||||
Common stock valued (in Dollars) | $ 1,500,000 | |||||||||||||||||||||||||||||||
Westworld [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Warrants purchased | 850,000 | |||||||||||||||||||||||||||||||
PPP Funds [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Funds amount (in Dollars) | $ 447,400 | |||||||||||||||||||||||||||||||
Fixed annual rate | 1.00% | |||||||||||||||||||||||||||||||
RSA Grants [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Issued of common shares | 101,880 | |||||||||||||||||||||||||||||||
Common shares value (in Dollars) | $ 279,000 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Master services agreement description | Sphere 3D and Gryphon agreed to extend the initial term of the Sphere 3D MSA from three to four years, or to five years in the event Sphere 3D does not receive delivery of a specified minimum number of Bitcoin mining machines during 2022. | |||||||||||||||||||||||||||||||
Merger agreement description | Sphere 3D in the Merger from approximately 111,000,000 to approximately 122,000,000, with an effective exchange ratio of approximately 5.31. | |||||||||||||||||||||||||||||||
Private placement description | Company completed a private placement offering of 111,111 units at a price per unit of $13.50 for an aggregate amount of approximately $1,500,000, each unit consisting of one share of the Company’s common stock and one warrant (“Purchase Warrants”) to purchase one share of the Company’s common stock. The Purchase Warrants will entitle the holder, for a period of three years from the Closing Date, to purchase one share of the Company’s common stock, or its successor, at an exercise price equal to $0.01 per share, subject to equitable adjustment for any stock splits, stock dividends or reorganization transactions having a similar effect. The Purchase Warrants will only be exercisable for cash. The Company may force the exercise of the Purchase Warrants if, at any time following the one year anniversary of the Closing Date, (i) the Company is listed on a national securities exchange or international equivalent as determined by Company’s board of directors, (ii) the underlying common stock is registered or the investors otherwise have the ability to trade the common stock without restriction, (iii) the 30-day volume-weighted daily average price of the common stock exceeds 200% of the exercise price, as adjusted and (iv) the average daily trading volume is at least 250,000 shares of common stock during such 30-day period. | |||||||||||||||||||||||||||||||
Consulting Agreement [Member] | Gryphon Digital Mining, Inc. [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Subsequent event, description | the Company entered into a consulting agreement (“Consulting Agreement”) with Chang Advisory Inc. for Robby Chang (“Consultant”), to serve as the Company’s Chief Executive Officer and as a member of the Board of Directors. The Consulting agreement will continue until terminated by either the Consultant or The Company. The Consultant will be paid $175,000 (Canadian dollars) per year and shall increase to approximately $300,000 (Canadian dollars) upon the closing of either i) an equity financing totaling at least $5,000,000 (Canadian dollars); or (ii) a debt and equity financing totaling at least $10,000,000 (Canadian dollars) (either (i) or (ii) being a “Qualifying Financing”). If a Qualifying Financing occurs within 90 days from the Effective Date, then the invoicing exception for the first ninety days shall no longer apply and the Consultant shall be entitled to immediately invoice for all completed 30 day periods up to the date of the Qualifying Financing.The Compensation Committee shall review Consultant’s Annual Fee not less frequently than on each December 31st during the Engagement Term. Consultant will be eligible for periodic increases in the Annual Fee under the Company’s normal policies and procedures for executive salary increases which currently provides for annual reviews of executive salaries. Consultant’s Annual Fee for any year may not be reduced below the Consultant’s Annual Fee for the prior year without the written consent of both Consultant and the Company. | |||||||||||||||||||||||||||||||
Series H Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Common shares outstanding increased rate | 9.99% | |||||||||||||||||||||||||||||||
Shares converted | 1,000 | |||||||||||||||||||||||||||||||
Common stock issued | 1,000 | |||||||||||||||||||||||||||||||
Series H Preferred Stock [Member] | Hertford [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Issued of common shares | 96,000 | |||||||||||||||||||||||||||||||
Series H Preferred Stock [Member] | BitFuFu [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Deposit amount (in Dollars) | $ 85,000,000 | |||||||||||||||||||||||||||||||
Series H Preferred Stock [Member] | Majestic Dragon agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Issued of common shares | 2,880,000 | |||||||||||||||||||||||||||||||
Fair value fee (in Dollars) | $ 17,200,000 | |||||||||||||||||||||||||||||||
Minimum [Member] | Gryphon Digital Mining, Inc. [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Construction cost percentage | 25.00% | |||||||||||||||||||||||||||||||
Number of undesignated preferred stoc | 1,000,000 | |||||||||||||||||||||||||||||||
Maximum [Member] | Gryphon Digital Mining, Inc. [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Construction cost percentage | 75.00% | |||||||||||||||||||||||||||||||
Number of undesignated preferred stoc | 20,000,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of level for liabilities that are measured at fair value using significant unobservable inputs $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of level for liabilities that are measured at fair value using significant unobservable inputs [Abstract] | |
Warrant liability as of January 1, 2020 | |
Additions to warrant liability | 186 |
Reclassification to equity | (97) |
Warrant liability as of December 31, 2020 | $ 89 |
Certain Balance Sheet Items (_5
Certain Balance Sheet Items (Details) - Schedule of inventories - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of inventories [Abstract] | |||
Raw materials | $ 108 | $ 119 | $ 92 |
Work in process | 149 | 167 | 137 |
Finished goods | 244 | 272 | 524 |
Total | $ 501 | $ 558 | $ 753 |
Certain Balance Sheet Items (_6
Certain Balance Sheet Items (Details) - Schedule of other current assets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of other current assets [Abstract] | |||
Prepaid services | $ 1,037 | $ 421 | $ 23 |
Prepaid insurance | 484 | 158 | 184 |
Transition service agreement, related party | 115 | 345 | |
Deferred cost – service contracts | 99 | 118 | |
Other | 103 | 14 | |
Total other current assets | $ 1,686 | $ 807 | $ 670 |
Certain Balance Sheet Items (_7
Certain Balance Sheet Items (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Accumulated depreciation | [1] | $ (291) | $ (289) |
Property and equipment, net | 2 | ||
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | [1] | $ 291 | $ 291 |
[1] | Includes the impact of foreign currency exchange rate fluctuations. |
Certain Balance Sheet Items (_8
Certain Balance Sheet Items (Details) - Schedule of other assets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of other assets [Abstract] | |||
Prepaid Insurance | $ 385 | $ 519 | |
Deferred cost – service contracts | $ 13 | 56 | 154 |
Other | 3 | 2 | 4 |
Total other assets | $ 85,300 | $ 443 | $ 677 |
Investment in Affiliate (Detail
Investment in Affiliate (Details) $ in Millions | 1 Months Ended |
Nov. 30, 2018USD ($)shares | |
Investment In Affiliate [Abstract] | |
SVTP preferred shares | shares | 1,879,699 |
Discontinued operation, ownership interest after disposal | 19.90% |
Fair value | $ | $ 2.1 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Details) - Schedule of intangible assets, net - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Total finite-lived assets, gross | $ 30,407 | $ 18,903 | $ 17,480 | |
Accumulated amortization | (17,421) | (16,495) | (15,459) | |
Total finite-lived assets, net | 12,986 | 2,408 | 2,021 | |
Indefinite-lived intangible assets – trade names | 200 | 280 | ||
Total intangible assets, net | 2,608 | 2,301 | ||
Developed technology [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total finite-lived assets, gross | 13,117 | 13,117 | 13,323 | |
Accumulated amortization | (13,117) | (13,117) | (12,682) | |
Supplier agreement [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total finite-lived assets, gross | 12,967 | 1,560 | ||
Accumulated amortization | (489) | (43) | ||
Channel partner relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total finite-lived assets, gross | 730 | 730 | 730 | |
Accumulated amortization | (568) | (477) | (355) | |
Capitalized development costs [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total finite-lived assets, gross | [1] | 3,213 | 3,116 | 3,047 |
Accumulated amortization | [1] | (2,897) | (2,518) | (2,094) |
Customer relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total finite-lived assets, gross | 380 | 380 | 380 | |
Accumulated amortization | $ (350) | $ (340) | $ (328) | |
[1] | Includes the impact of foreign currency exchange rate fluctuations. |
Share Capital (Details) - Sch_2
Share Capital (Details) - Schedule of outstanding warrants to purchase common shares - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2021 | ||
Class of Warrant or Right [Line Items] | |||
Number outstanding | $ 19,512,039 | $ 2,786,534 | [1] |
March 2016 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Contractual life (years) | 5 years | ||
Exercise price per share (in Dollars per share) | $ 500 | ||
Number outstanding | $ 150 | ||
Expiration | March 4, 2021 | ||
August 2017 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Contractual life (years) | 5 years | 5 years | |
Exercise price per share (in Dollars per share) | $ 42 | $ 42 | |
Number outstanding | $ 37,500 | $ 37,500 | |
Expiration | August 11, 2022 | August 11, 2022 | |
August 2017 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Contractual life (years) | 5 years | 5 years | |
Exercise price per share (in Dollars per share) | $ 42 | $ 42 | |
Number outstanding | $ 11,876 | $ 11,876 | |
Expiration | August 16, 2022 | August 16, 2022 | |
August 2017 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Contractual life (years) | 5 years | 5 years | |
Exercise price per share (in Dollars per share) | $ 42 | $ 42 | |
Number outstanding | $ 25,625 | $ 25,625 | |
Expiration | August 22, 2022 | August 22, 2022 | |
April 2018 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Contractual life (years) | 5 years | 5 years | |
Exercise price per share (in Dollars per share) | $ 5.6 | $ 5.6 | |
Number outstanding | $ 111,563 | $ 111,563 | |
Expiration | April 17, 2023 | April 17, 2023 | |
March 2020 []Member | |||
Class of Warrant or Right [Line Items] | |||
Contractual life (years) | 3 years | 3 years | |
Exercise price per share (in Dollars per share) | $ 0.6 | $ 0.6 | |
Number outstanding | $ 31,000 | $ 905,820 | |
Expiration | March 23, 2023 | March 23, 2023 | |
April 2020 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Contractual life (years) | 5 years | 5 years | |
Exercise price per share (in Dollars per share) | $ 0.92 | $ 0.92 | |
Number outstanding | $ 579,500 | $ 1,694,000 | |
Expiration | April 30, 2025 | April 30, 2025 | |
[1] | Includes 1,860,320 of warrants to purchase common shares, in the aggregate, outstanding to related parties at December 31, 2020. |
Equity Incentive Plans (Detai_3
Equity Incentive Plans (Details) - Schedule of option activity - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of option activity [Abstract] | ||
Shares, Options outstanding beginning | 2,600 | 20,050 |
Weighted- Average Exercise Price, Options outstanding beginning | $ 781.19 | $ 199.06 |
Shares, Granted | 130,000 | |
Weighted- Average Exercise Price, Granted | $ 2.52 | |
Shares, Vested and expected to vest at December 31, 2020 | 101,175 | |
Weighted- Average Exercise Price, Vested and expected to vest | $ 8.94 | |
Weighted- Average Remaining Contractual Term (years), Vested and expected to vest | 5 years 4 months 24 days | |
Aggregate Intrinsic Value, Vested and expected to vest | ||
Shares, Exercisable at December 31, 2020 | 101,175 | |
Weighted- Average Exercise Price, Exercisable | $ 8.94 | |
Weighted- Average Remaining Contractual Term (years), Exercisable | 5 years 4 months 24 days | |
Aggregate Intrinsic Value, Exercisable | ||
Shares, Exercised | (30,000) | |
Weighted- Average Exercise Price, Exercised | $ 2.52 | |
Shares, Forfeited | (1,425) | (17,450) |
Weighted- Average Exercise Price, Forfeited | $ 995.07 | $ 160.93 |
Shares, Options outstanding ending | 101,175 | 2,600 |
Weighted- Average Exercise Price, Options outstanding ending | $ 8.94 | $ 781.19 |
Weighted- Average Remaining Contractual Term (years), Options outstanding ending | 5 years 4 months 24 days | |
Aggregate Intrinsic Value, Options outstanding ending |
Equity Incentive Plans (Detai_4
Equity Incentive Plans (Details) - Schedule of restricted stock units - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of restricted stock units [Abstract] | ||
Number of Shares, Outstanding beginning | 20,798 | 53,004 |
Weighted Average Grant Date Fair Value, Outstanding beginning | $ 4.99 | $ 31.21 |
Number of Shares, Granted | 100,000 | |
Weighted Average Grant Date Fair Value, Granted | $ 2.51 | |
Number of Shares, Vested and released | (20,420) | (131,541) |
Weighted Average Grant Date Fair Value, Vested and released | $ 3.82 | $ 9.68 |
Number of Shares, Forfeited | (378) | (665) |
Weighted Average Grant Date Fair Value, Forfeited | $ 68.02 | $ 64.95 |
Number of Shares, Outstanding ending | 20,798 | |
Weighted Average Grant Date Fair Value, Outstanding ending | $ 4.99 |
Equity Incentive Plans (Detai_5
Equity Incentive Plans (Details) - Schedule of restricted stock awards - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of restricted stock awards [Abstract] | ||
Number of Shares, Outstanding Beginning | ||
Weighted Average Grant Date Fair Value, Outstanding Beginning | ||
Number of Shares, Granted | 400,841 | 194,000 |
Weighted Average Grant Date Fair Value, Granted | $ 1.92 | $ 1.2 |
Number of Shares, Vested | (400,841) | (194,000) |
Weighted average grant date fair value, Vested | $ 1.92 | $ 1.2 |
Number of Shares, Outstanding Ending | ||
Weighted Average Grant Date Fair Value, Outstanding Ending |
Equity Incentive Plans (Detai_6
Equity Incentive Plans (Details) - Schedule of share-based compensation expense - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 299 | $ 5 | $ 5 | $ 637 |
Cost of sales [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | ||||
Sales and marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | 130 | 2 | 2 | 279 |
Research and development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | 3 | 3 | 61 | |
General and administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 169 | $ 297 |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of anti-dilutive common share equivalents excluded from the computation of diluted net loss per share - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of anti-dilutive common share equivalents excluded from the computation of diluted net loss per share [Abstract] | ||||
Preferred shares | 9,355,778 | 8,443,778 | ||
Common share purchase warrants | 19,512,039 | 2,901,182 | 2,786,534 | 205,562 |
Restricted stock not yet vested or released | 20,798 | |||
Options outstanding | 71,728 | 101,175 | 101,175 | 2,600 |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Percentage of tax position recognized rate | 50.00% |
Federal statutory income tax rate | 26.50% |
Net operating loss carryforwards | $ 41 |
Operating loss carryforwards, description | At December 31, 2020, the Company had U.S. federal net operating loss carryforwards of $11.8 million that begin expiring in 2034 unless previously utilized, except for $8.1 million that have no expiration date. |
Capital loss carryforwards | $ 99.6 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of loss before income taxes - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of loss before income taxes [Abstract] | ||
Domestic | $ (4,550) | $ (1,815) |
Foreign | (1,229) | (2,466) |
Total | $ (5,779) | $ (4,281) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of federal statutory income tax rate - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of federal statutory income tax rate [Abstract] | ||||
Income tax at statutory rate | $ (1,531) | $ (1,134) | ||
Foreign rate differential | (37) | (77) | ||
Change in valuation allowance | 1,588 | 15,104 | ||
Share-based compensation expense | 85 | |||
Prior year true-ups | 119 | (13,371) | ||
Other differences | (135) | (607) | ||
Provision for income taxes | $ 4 | $ 4 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss and capital loss carryforwards | $ 26,539 | $ 25,064 |
Intangible assets | 2,381 | 2,319 |
Share-based compensation | 1 | 28 |
Other | 992 | 893 |
Deferred tax assets, gross | 29,913 | 28,304 |
Valuation allowance for deferred tax assets | (29,854) | (28,246) |
Deferred tax assets, net of valuation allowance | 59 | 58 |
Deferred tax liabilities: | ||
Indefinite-lived intangible assets | (74) | (74) |
Deferred tax liabilities | (74) | (74) |
Net deferred tax liabilities | $ (15) | $ (16) |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of warranty and extended warranty - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Product Warranty [Member] | |||
Product Warranty Liability [Line Items] | |||
Liability at beginning | $ 22 | ||
Settlements made during the period | |||
Current liability | |||
Non-current liability | |||
Change in liability for warranties issued during the period | |||
Change in liability for pre-existing warranties | (22) | ||
Liability at ending | |||
Deferred Revenues [Member] | |||
Product Warranty Liability [Line Items] | |||
Liability at beginning | 739 | 1,109 | 1,471 |
Settlements made during the period | (663) | (817) | (1,087) |
Current liability | 331 | 438 | |
Non-current liability | 94 | 301 | |
Change in liability for warranties issued during the period | 349 | 447 | 725 |
Change in liability for pre-existing warranties | |||
Liability at ending | $ 739 | $ 1,109 |
Segmented Information (Details)
Segmented Information (Details) - Schedule of net revenue - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue, Major Customer [Line Items] | ||
Total | $ 4,848 | $ 5,579 |
Disk systems [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total | 2,347 | 3,086 |
Service [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total | $ 2,501 | $ 2,493 |
Segmented Information (Detail_2
Segmented Information (Details) - Schedule of net revenue by geographic area - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Total | $ 4,848 | $ 5,579 |
Americas [Member] | ||
Segment Reporting Information [Line Items] | ||
Total | 4,844 | 5,023 |
APAC [Member] | ||
Segment Reporting Information [Line Items] | ||
Total | 356 | |
EMEA [Member] | ||
Segment Reporting Information [Line Items] | ||
Total | $ 4 | $ 200 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details) - Gryphon Digital Mining, Inc. [Member] - USD ($) | Jun. 03, 2021 | Nov. 30, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Mar. 26, 2021 |
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Purchase commitment | $ 44,109,000 | |||||
Paid purchase commitment | 3,656,000 | |||||
Deposits paid | 28,038,000 | |||||
Total amount | $ 9,898,000 | |||||
Purchase mining equipment | $ 14,192,000 | $ 27,093,000 | ||||
Subsequent Event [Member] | ||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Deposits paid | $ 3,303,000 | |||||
Deposit outstanding | $ 2,869,000 | |||||
Common stock shares (in Shares) | 5,005,469 | |||||
Merger agreement [Member] | ||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Percentage of consolidated | 23.00% | |||||
Percentage of shareholders | 77.00% | |||||
Common stock shares (in Shares) | 21,282,593 | |||||
Conversion of Stock, Shares Converted (in Shares) | 5.31 | |||||
Common stock shares (in Dollars per share) | $ 8.5 | |||||
Business Combination, Consideration Transferred | $ 181,000,000 | |||||
Common Stock [Member] | Merger agreement [Member] | ||||||
Organization and Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Shares issued of common stock | $ 111,000,000 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details) - Schedule of computation of diluted income (loss) - Gryphon Digital Mining, Inc. [Member] | 9 Months Ended |
Sep. 30, 2021shares | |
Organization and Summary of Significant Accounting Policies (Details) - Schedule of computation of diluted income (loss) [Line Items] | |
Convertible Seed Series and Convertible Seed Series II preferred shares | 5,370,977 |
Warrants to purchase common stock | 1,006,857 |
Convertible notes payable and accrued interest | 681,925 |
Unvested share grants | 1,772,450 |
Total potential future shares | 8,832,209 |
Digital Assets (Details)
Digital Assets (Details) | Sep. 30, 2021USD ($) |
Gryphon Digital Mining, Inc. [Member] | |
Digital Assets (Details) [Line Items] | |
Digital assets received amount | $ 1,374,000 |
Digital Assets (Details) - Sche
Digital Assets (Details) - Schedule of digital currency transactions - Gryphon Digital Mining, Inc. [Member] - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Digital Assets (Details) - Schedule of digital currency transactions [Line Items] | ||
Beginning Balance | $ 53,000 | |
Additions | 5,000 | 1,374,000 |
Interest earned | 2,000 | 25,000 |
Noncash disposition | (54,000) | (1,263,000) |
Unrealized losses | (130,000) | |
Ending Balance | $ 6,000 | $ 6,000 |
Digital Assets (Details) - Sc_2
Digital Assets (Details) - Schedule of digital assets - Gryphon Digital Mining, Inc. [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Digital Assets (Details) - Schedule of digital assets [Line Items] | |
Deposit for bitcoin mining machines | $ 1,067,000 |
Payment for prepaid expenses | 32,000 |
Payment for accrued expenses | 69,000 |
Payment for expenses | 95,000 |
Total noncash disposition | $ 1,263,000 |
Digital Assets (Details) - Sc_3
Digital Assets (Details) - Schedule of realized gain related to digital currency disposal - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Gryphon Digital Mining, Inc. [Member] | ||
Digital Assets (Details) - Schedule of realized gain related to digital currency disposal [Line Items] | ||
Realized gain | $ 13,000 | $ 36,000 |
Deposits (Details)
Deposits (Details) - Gryphon Digital Mining, Inc. [Member] | 9 Months Ended | |||
Sep. 30, 2021USD ($)shares | Jun. 30, 2021USD ($) | May 27, 2021USN ($) | Dec. 10, 2020USD ($) | |
Deposits (Details) [Line Items] | ||||
Cash | $ 28,000 | $ 1,501,000 | $ 14,000 | |
Digital assets | $ 1,074,000 | |||
Purchase price | 3,656,000 | |||
Refundable deposits | $ 100,000 | |||
Carbon credits units (in Shares) | shares | 250,000 | |||
Refundable deposits | $ 60,000 | |||
Digital Assets [Member] | ||||
Deposits (Details) [Line Items] | ||||
Cash | $ 27,093,000 |
Mining Equipment, Net (Details)
Mining Equipment, Net (Details) - Gryphon Digital Mining, Inc. [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Mining Equipment, Net (Details) [Line Items] | |
Mining equipment, description | As of September 30, 2021, mining equipment consisted of 309 and 287 operational and nonoperational, respectively, bitcoin mining machines. |
Mining machines operational | $ 1,888,000 |
Mining machines nonoperational | 1,768,000 |
Cost of Mining machines | 3,656,000 |
Mining equipment accumulated depreciation | $ 26,000 |
Notes Payable (Details)
Notes Payable (Details) - Gryphon Digital Mining, Inc. [Member] - USD ($) | 1 Months Ended | 9 Months Ended | ||
Sep. 27, 2021 | Aug. 30, 2021 | Sep. 30, 2021 | Jul. 06, 2021 | |
Notes Payable (Details) [Line Items] | ||||
Accrued interest amount | $ 94,000 | |||
Promissory Note Payable [Member] | ||||
Notes Payable (Details) [Line Items] | ||||
Notes payable amount | $ 2,700,000 | |||
Accrues interest | 9.50% | |||
Default interest percentage | 12.00% | |||
Due payment | $ 86,000 | |||
Amendment 1 [Member] | ||||
Notes Payable (Details) [Line Items] | ||||
Principal amount | $ 6,350,000 | |||
Amendment 2 [Member] | ||||
Notes Payable (Details) [Line Items] | ||||
Due payment | $ 329,000 | |||
Principal amount | $ 10,000,000 |
Convertible Debentures (Details
Convertible Debentures (Details) - Gryphon Digital Mining, Inc. [Member] - USD ($) | 1 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2021 | |
Convertible Debentures (Details) [Line Items] | ||
Convertible debenture amount (in Dollars) | $ 4,490,000 | |
Common stock conversion price (in Dollars) | $ 9.4867 | |
Convertible debenture interest rate | 30.00% | |
Discount rate increase | 30.00% | |
Conversion price percentage | 40.00% | |
Warrant term | 3 years | |
Conversion price (in Dollars per share) | $ 18.97 | |
Convertible debenture description | the Company sold 956,857 units for total principal balance of $9,079,000 and 956,857 warrants. The warrants were valued using the Black Scholes option pricing model at a total of $8,973,000 based on the three-year term, volatility of 101.5% to 102.5%, a risk-free equivalent yield of 0.33% to 0.48%, and stock price ranging from $13.04 to $25.81. | |
Effective interest rate | 24.89% | |
Convertible Debentures [Member] | ||
Convertible Debentures (Details) [Line Items] | ||
Convertible debenture interest rate | 10.00% | |
Warrant [Member] | ||
Convertible Debentures (Details) [Line Items] | ||
Convertible debenture amount (in Dollars) | $ 9.4867 | |
Total aggregate units (in Shares) | 957,044 |
Convertible Debentures (Detai_2
Convertible Debentures (Details) - Schedule of the carrying amount of the Company’s convertible loans - Gryphon Digital Mining, Inc. [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Principal | |
Balance at beginning | |
Additions | 9,079,000 |
Balance at ending | 9,079,000 |
Debt Discount | |
Balance at beginning | |
Additions | 4,490,000 |
Amortization | (428,000) |
Balance at ending | 4,062,000 |
Net carrying amount | $ 5,017,000 |
Convertible Debentures (Detai_3
Convertible Debentures (Details) - Schedule of potential future shares to be issued on conversion of notes - Gryphon Digital Mining, Inc. [Member] | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Convertible Debentures (Details) - Schedule of potential future shares to be issued on conversion of notes [Line Items] | |
Principal | $ 9,079,000 |
Interest | 202,000 |
Total | $ 9,281,000 |
Conversion price per share (in Dollars per share) | $ / shares | $ 13.61 |
Potential future share (in Shares) | shares | 681,925 |
Commitments and Contigencies (D
Commitments and Contigencies (Details) - Schedule of the remaining payments - Gryphon Digital Mining, Inc. [Member] | Sep. 30, 2021USD ($) |
Debt Instrument [Line Items] | |
Total | $ 17,090,000 |
October 2021 [Member] | |
Debt Instrument [Line Items] | |
Total | 3,303,000 |
November 2021 [Member] | |
Debt Instrument [Line Items] | |
Total | 3,091,000 |
December 2021 [Member] | |
Debt Instrument [Line Items] | |
Total | 3,134,000 |
January 2022 [Member] | |
Debt Instrument [Line Items] | |
Total | 2,590,000 |
February 2022 [Member] | |
Debt Instrument [Line Items] | |
Total | 1,361,000 |
March 2022 [Member] | |
Debt Instrument [Line Items] | |
Total | 1,212,000 |
April 2022 [Member] | |
Debt Instrument [Line Items] | |
Total | 1,204,000 |
May 2022 [Member] | |
Debt Instrument [Line Items] | |
Total | $ 1,195,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Gryphon Digital Mining, Inc. [Member] | May 12, 2021USD ($)shares | Mar. 10, 2021shares | Feb. 02, 2021 | Dec. 10, 2020USD ($)$ / sharesshares | Jun. 02, 2021USD ($)shares | Mar. 26, 2021USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)shares | Jun. 03, 2021USD ($)shares | May 27, 2021USD ($)$ / sharesshares | May 27, 2021USN ($)shares | Apr. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 24, 2021$ / sharesshares | Mar. 16, 2021USD ($)$ / sharesshares |
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 13,000,000 | 13,000,000 | ||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Designated shares | 6,000,000 | |||||||||||||||
Undesignated preferred stock | 13,000,000 | |||||||||||||||
Per share price (in Dollars per share) | $ / shares | $ 2.4 | |||||||||||||||
Original issue price (in Dollars per share) | $ / shares | $ 2.4 | |||||||||||||||
Cancellation and exchange agreement, shares (in Dollars) | $ | $ 4,985,052 | |||||||||||||||
Issuance of shares | 4,985,052 | |||||||||||||||
Cash received | $ 14,000 | $ 28,000 | $ 1,501,000 | |||||||||||||
Shares of preferred stock | 0 | 248,831 | 248,831 | |||||||||||||
Cryptocurrency proceeds (in Dollars) | $ | 5,000 | $ 161,000 | ||||||||||||||
Shares granted | 17,964 | |||||||||||||||
Monthly installments | 2,994 | |||||||||||||||
Shares vested compensation expense | 11,976 | |||||||||||||||
Compensation expense (in Dollars) | $ | $ 110,000 | |||||||||||||||
Common stock shares authorized | 100,000,000 | 100,000,000 | ||||||||||||||
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common stock shares description | On February 2, 2021, the shareholders owning 9,550,000 shares of the Company’s common stock (the “Original Shareholders”) agreed to contribute an additional $0.002 per share for a total capital contribution of approximately $16,000. Also, the Company repurchased from one of the Original Shareholders 1,000,000 shares of the Company’s common stock and another Original Shareholder purchased an additional 161,250 for $0.004 per share. The capital contribution from the Original Shareholders totaled approximately $35,000 for total shares of 9,711,250. Additionally, the Company agreed to sell 3,892,424 shares of the Company’s common stock, including the 1,000,000 shares repurchased, to the Company’s officers, directors and seed stage advisors. The officers, directors and seed stage advisors (“Investors”) purchased 6,487 shares of the Company’s common stock for total proceeds of approximately $16,000. As of February 2, 2021, the Company determined that the fair market value of a share of common stock was approximately $2.40. Therefore, the cash proceeds from the Investors were below the fair market value for the shares. The additional value was considered, by management, to be compensation to the Investors as they provided services to the Company. The Company recorded compensation expense of $1,671,000 for the shares sold to the seed stage advisors and $7,655,000 for the shares sold to officers and directors. | |||||||||||||||
Shares granted | 92,000 | |||||||||||||||
Common stock to vest term | 24 months | |||||||||||||||
Sale of stock units | 5,876,426 | |||||||||||||||
Common stock per share of total proceeds (in Dollars per share) | $ / shares | $ 2.4 | |||||||||||||||
Total proceeds amount (in Dollars) | $ | $ 14,103,000 | |||||||||||||||
Cryptocurrency amount (in Dollars) | $ | $ 1,213,000 | |||||||||||||||
Converted shares | 4,985,052 | |||||||||||||||
Repurchase shares | 300,000 | |||||||||||||||
Common stock owned by the director (in Dollars) | $ | $ 1,000 | |||||||||||||||
Granted common stock shares | 1,859,434 | |||||||||||||||
Quarterly installments shares | 46,486 | |||||||||||||||
Compensation expense price (in Dollars) | $ | $ 790,000 | |||||||||||||||
Issued and vested shares | 92,972 | |||||||||||||||
Additional paid-in capital services (in Dollars) | $ | $ 188,000 | $ 250,000 | ||||||||||||||
Restricted common stock awards | On December 10, 2020, the Company entered into two separate independent director agreements with two individuals. The individuals will serve as directors of the Company for an initial one-year period. As compensation, each director was granted 75,000 shares of the Company’s common stock to vest over 18 months in four equal installments of 18,750 shares, per director, starting on January 1, 2021. The value of the shares on the issuance date was de minimis. As of September 30, 2021, a total 75,000 shares were vested for each of the two directors. Total compensation expense recognized amounted to $225,000.On February 9, 2021, the Company entered into a consulting agreement with a consultant. As compensation, the Company granted 62,340 shares of common stock amounting to $150,000 as payment for advisory services. The shares shall vest over 24 months at 2,598 shares per month starting February 9, 2021. On May 9, 2021, the Company and the consultant reached an agreement to modify and accelerate the vesting of all unvested shares to date totaling 54,548 restricted common stock awards at $6.68 per share. $131,000 and $233,000 was charged to deferred compensation and additional paid-in capital, respectively, for a total of $364,000 due to the modification.On March 10, 2021, the Company entered into a consulting agreement with a consultant. As compensation, the Company granted 92,000 shares of common stock amounting to $221,000 as payment for advisory services. The shares shall vest over 24 months at 3,833 shares per month starting March 10, 2021. In June 2021, the consultant resigned and retained ownership of the remaining 76,667 unvested restricted common stock awards valued at $2.40 per share. $184,000 was charged to deferred compensation expense at the time of resignation.On March 20, 2021, the Company entered into an agreement with an individual to serve as the Company’s director for 24 months. As compensation, the director was granted 75,000 shares of the Company’s common stock to vest over 18 months in four equal installments of 18,750 shares, starting on April 1, 2021. The first installment of 18,750 shares were issued on April 1, 2021. The value of the shares on the issue date was $2.40 per share. On June 2, 2021, the director resigned and forfeited 56,250 shares of restricted common stock awards. Total compensation expense recognized amounted to $45,000. | |||||||||||||||
Warrants description | The Company issued convertible notes with 956,857 warrants to purchase shares of the Company’s common stock, see Note 5 Convertible Debentures for more information. The warrants were valued using the Black Scholes option pricing model at a total of $8,973,000 based on the three-year term, volatility of 101.5% – 102.5%, a risk-free equivalent yield of 0.33%-0.48%, and stock price ranging from $13.04 to $25.81. The stock price used was calculated based on the share price equivalent of each share of the Company’s common stock based on Sphere 3D’s common stock price in relation to the Merger Agreement, see Note 1 Agreement and Plan Merger for more information. Volatility used was calculated based on the price of a pool of companies that are in the crypto mining industry and are actively traded in the market. The relative fair value of the warrants used in allocating the proceed of the Convertible Debenture amounted to $4,490,000. | |||||||||||||||
Warrants purchased | 120,000 | |||||||||||||||
Fair value amount (in Dollars) | $ | $ 1,036,000 | |||||||||||||||
Remaining value (in Dollars) | $ | $ 4,000 | |||||||||||||||
Penny Warrants [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 0.01 | |||||||||||||||
Preferred Stock [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | |||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||
Undesignated preferred stock | 14,000,000 | |||||||||||||||
Shares of preferred stock | 20,000,000 | |||||||||||||||
Par value per share (in Dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||
Designated preferred stock | 6,000,000 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Common stock shares authorized | 100,000,000 | 100,000,000 | ||||||||||||||
Common stock par value (in Dollars per share) | $ / shares | $ 0.002 | $ 0.0001 | $ 0.0001 | |||||||||||||
Shares issued | 9,550,000 | |||||||||||||||
Amount received (in Dollars) | $ | $ 15,000 | $ 4,000 | ||||||||||||||
Common stocks per share (in Dollars per share) | $ / shares | $ 0.002 | |||||||||||||||
Director agreement, description | On December 10, 2020, the Company entered into two separate independent director agreement with two individuals. The individuals will serve as directors of the Company for an initial one- year period. As compensation, each director was granted 75,000 shares of the Company’s common stock to vest over 18 months in four equal installments of 18,750 shares, per director, starting on January 1, 2021. The first instalment of 18,750 shares were issued, to each director, on January 1, 2021. The value of the shares on the issuance date was deminimis. | |||||||||||||||
Series Seed Shares [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Designated shares | 6,000,000 | |||||||||||||||
Per share price (in Dollars per share) | $ / shares | $ 6.68 | |||||||||||||||
Series Seed II Shares [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Designated shares | 1,000,000 | |||||||||||||||
Series Seed II [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Per share price (in Dollars per share) | $ / shares | $ 2.4 | |||||||||||||||
Seed Preferred Stock [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Per share price (in Dollars per share) | $ / shares | $ 2.4 | $ 2.4 | ||||||||||||||
Issued additional shares | 118,815 | 6,303 | ||||||||||||||
Cash received | $ | $ 285,000 | $ 15,000 | ||||||||||||||
Series Seed II Preferred Stock [Member] | ||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||
Per share price (in Dollars per share) | $ / shares | $ 6.68 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of compensation expense recognized related to the Company’s restricted stock awards - Gryphon Digital Mining, Inc. [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Stockholders' Equity (Details) - Schedule of compensation expense recognized related to the Company’s restricted stock awards [Line Items] | |
Compensation expense | $ 874,000 |
Directors [Member] | |
Stockholders' Equity (Details) - Schedule of compensation expense recognized related to the Company’s restricted stock awards [Line Items] | |
Compensation expense | 270,000 |
Consultants [Member] | |
Stockholders' Equity (Details) - Schedule of compensation expense recognized related to the Company’s restricted stock awards [Line Items] | |
Compensation expense | $ 604,000 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of transactions related to the Company restricted stock awards - Gryphon Digital Mining, Inc. [Member] | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Stockholders' Equity (Details) - Schedule of transactions related to the Company restricted stock awards [Line Items] | |
Shares Granted | shares | 379,340 |
Deferred compensation Granted | $ | $ 911,000 |
Shares Vested | shares | (193,542) |
Deferred compensation Vested | $ | $ (465,000) |
Shares Accelerated vesting due to modification | shares | (54,548) |
Deferred compensation Accelerated vesting due to modification | $ | $ (131,000) |
Shares Forfeited | shares | (56,250) |
Deferred compensation Forfeited | $ | $ (135,000) |
Shares Amortization of deferred compensation | shares | |
Deferred compensation Amortization of deferred compensation | $ | $ (45,000) |
Shares Unvested | shares | 75,000 |
Deferred compensation Unvested | $ | $ 135,000 |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of transactions involving our warrants - Gryphon Digital Mining, Inc. [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Stockholders' Equity (Details) - Schedule of transactions involving our warrants [Line Items] | |
Number of Shares Outstanding Beginning (in Shares) | shares | |
Weighted Average Strike Price/Share Outstanding Beginning | |
Weighted Average Remaining Contractual Term (Years) Outstanding Beginning | |
Weighted Average Grant Date Fair Value Outstanding Beginning | |
Number of Shares Granted (in Shares) | shares | 1,076,857 |
Weighted Average Strike Price/Share Granted | $ 16.88 |
Weighted Average Remaining Contractual Term (Years) Granted | 2 years 6 months 29 days |
Weighted Average Grant Date Fair Value Granted | $ 1.31 |
Number of Shares Exercised (in Shares) | shares | (70,000) |
Weighted Average Strike Price/Share Exercised | $ 0.01 |
Weighted Average Remaining Contractual Term (Years) Exercised | 1 year 3 months |
Weighted Average Grant Date Fair Value Exercised | $ 8.5 |
Number of Shares Expired (in Shares) | shares | |
Weighted Average Strike Price/Share Expired | |
Weighted Average Remaining Contractual Term (Years) Expired | |
Weighted Average Grant Date Fair Value Expired | |
Number of Shares Outstanding Ending (in Shares) | shares | 1,006,857 |
Weighted Average Strike Price/Share Outstanding Ending | $ 18.03 |
Weighted Average Remaining Contractual Term (Years) Outstanding Ending | 2 years 8 months 1 day |
Weighted Average Grant Date Fair Value Outstanding Ending | $ 1.34 |
Number of Shares Vested and exercisable (in Shares) | shares | 1,006,857 |
Weighted Average Strike Price/Share Vested and exercisable | $ 18.03 |
Weighted Average Remaining Contractual Term (Years) Vested and exercisable | 2 years 8 months 1 day |
Weighted Average Grant Date Fair Value Vested and exercisable | $ 1.34 |
Number of Shares Unvested and non-exercisable (in Shares) | shares | |
Weighted Average Strike Price/Share Unvested and non-exercisable | |
Weighted Average Remaining Contractual Term (Years) Unvested and non-exercisable | |
Weighted Average Grant Date Fair Value Unvested and non-exercisable |
Subsequent Events (Details) - S
Subsequent Events (Details) - Schedule of company made payments to core - Gryphon Digital Mining, Inc. [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Subsequent Events (Details) - Schedule of company made payments to core [Line Items] | |
Payment Amount | $ 20,020,000 |
100% Prepayment [Member] | |
Subsequent Events (Details) - Schedule of company made payments to core [Line Items] | |
Payment Amount | $ 73,000 |
Percentage and Period covered | 100% prepayment for October 2021 services made in October 2021 |
70% Prepayment [Member] | |
Subsequent Events (Details) - Schedule of company made payments to core [Line Items] | |
Payment Amount | $ 205,000 |
Percentage and Period covered | 70% prepayment of the estimated services for November 2021 through February 2022 made in October 2021 |
30% Prepayment [Member] | |
Subsequent Events (Details) - Schedule of company made payments to core [Line Items] | |
Payment Amount | $ 15,296,000 |
Percentage and Period covered | 30% prepayment of the estimated services for March 2022 through November 2022 made in October 2021 |
40% Prepayment [Member] | |
Subsequent Events (Details) - Schedule of company made payments to core [Line Items] | |
Payment Amount | $ 734,000 |
Percentage and Period covered | 40% prepayment of the estimated services for March 2022; and 30% prepayment for the estimated services for November 2021 made in October 2021 |
40% Prepayment [Member] | |
Subsequent Events (Details) - Schedule of company made payments to core [Line Items] | |
Payment Amount | $ 1,489,000 |
Percentage and Period covered | 40% prepayment for hosting services for April 2022; and 30% prepayment for the estimated hosting services for December 2021 made in November 2021 |
40% Prepayment [Member] | |
Subsequent Events (Details) - Schedule of company made payments to core [Line Items] | |
Payment Amount | $ 2,223,000 |
Percentage and Period covered | 40% prepayment for hosting services for May 2022; and 30% prepayment for the estimated hosting services for January 2022 made in December 2021 |
Subsequent Events (Details) -_2
Subsequent Events (Details) - Schedule of payments - Gryphon Digital Mining, Inc. [Member] | Dec. 31, 2020USD ($) |
Subsequent Events (Details) - Schedule of payments [Line Items] | |
Payments | $ 39,000,000 |
May 2021 [Member] | |
Subsequent Events (Details) - Schedule of payments [Line Items] | |
Payments | 8,000,000 |
June 2021 [Member] | |
Subsequent Events (Details) - Schedule of payments [Line Items] | |
Payments | 4,000,000 |
July 2021 [Member] | |
Subsequent Events (Details) - Schedule of payments [Line Items] | |
Payments | 4,000,000 |
August 2021 [Member] | |
Subsequent Events (Details) - Schedule of payments [Line Items] | |
Payments | 3,000,000 |
September 2021 [Member] | |
Subsequent Events (Details) - Schedule of payments [Line Items] | |
Payments | 3,000,000 |
October 2021 [Member] | |
Subsequent Events (Details) - Schedule of payments [Line Items] | |
Payments | 3,000,000 |
October 22021 [Member] | |
Subsequent Events (Details) - Schedule of payments [Line Items] | |
Payments | 3,000,000 |
December 2021 [Member] | |
Subsequent Events (Details) - Schedule of payments [Line Items] | |
Payments | 3,000,000 |
January 2022 [Member] | |
Subsequent Events (Details) - Schedule of payments [Line Items] | |
Payments | 3,000,000 |
February 2022 [Member] | |
Subsequent Events (Details) - Schedule of payments [Line Items] | |
Payments | 2,000,000 |
March 2022 [Member] | |
Subsequent Events (Details) - Schedule of payments [Line Items] | |
Payments | 1,000,000 |
April 2022 [Member] | |
Subsequent Events (Details) - Schedule of payments [Line Items] | |
Payments | 1,000,000 |
May 2022 [Member] | |
Subsequent Events (Details) - Schedule of payments [Line Items] | |
Payments | $ 1,000,000 |