Giga-tronics (GIGA) 10-K 11 May 23 2022 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	May 08, 2023	Jun. 30, 2022
Document Information [Line Items]
Entity Central Index Key	0000719274
Entity Registrant Name	GIGA-TRONICS INC
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	FY
Document Annual Report	true
Document Fiscal Year Focus	2022
Document Type	10-K
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	001-14605
Entity Incorporation, State or Country Code	CA
Entity Tax Identification Number	94-2656341
Entity Address, Address Line One	7272 E. Indian School Rd
Entity Address, Address Line Two	Suite 540
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85251
City Area Code	833
Entity Public Float			$ 13,246,028
Local Phone Number	457-6667
Title of 12(b) Security	Common Stock, No par value
Trading Symbol	GIGA
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Auditor Name	Marcum llp
Auditor Firm ID	688
Auditor Location	New York
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Documents Incorporated by Reference [Text Block]	DOCUMENTS INCORPORATED BY REFERENCE
Entity Common Stock, Shares Outstanding		5,931,582

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 2,195,000	$ 1,599,000
Accounts receivable, net	5,502,000	4,554,000
Accrued revenue	2,479,000	2,283,000
Receivable, related party	1,242,000
Inventories, net	7,695,000	4,206,000
Prepaid expenses and other current assets	625,000	890,000
TOTAL CURRENT ASSETS	19,738,000	13,532,000
Intangible assets, net	3,476,000	4,035,000
Goodwill	9,054,000	9,812,000
Property, plant and equipment, net	2,240,000	2,052,000
Right-of-use assets	3,940,000	4,333,000
Other assets	506,000	141,000
TOTAL ASSETS	38,954,000	33,905,000
CURRENT LIABILITIES
Accounts payable and accrued expenses	6,913,000	4,125,000
Accounts payable and accrued expenses, related party		53,000
Notes payable	1,797,000	961,000
Operating lease liability, current	1,067,000	659,000
Other current liabilities	4,254,000	1,895,000
TOTAL CURRENT LIABILITIES	14,031,000	7,693,000
Operating lease liability, non-current	3,014,000	3,712,000
Notes payable	322,000
Notes payable, related party	10,008,000
Other liabilities	238,000
TOTAL LIABILITIES	27,613,000	11,405,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common Stock; no par value; 100,000,000 shares authorized, 5,931,582 shares issued and outstanding at December 31, 2022; 13,333,333 shares authorized, 2,920,085 shares issued and outstanding at December 31, 2021	35,141,000	26,682,000
Accumulated deficit	(27,726,000)	(9,988,000)
Accumulated other comprehensive loss	(1,779,000)	(240,000)
TOTAL STOCKHOLDERS' EQUITY	10,626,000	21,444,000
Non-controlling interest	715,000	1,056,000
TOTAL STOCKHOLDERS' EQUITY	11,341,000	22,500,000
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	38,954,000	33,905,000
Series F Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Preferred stock	$ 4,990,000	$ 4,990,000

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, authorized (in shares)	1,000,000	1,000,000
Preferred stock, par value (in dollars per share)	$ 0	$ 0
Common stock, par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized (in shares)	100,000,000	13,333,333
Common stock, issued (in shares)	5,931,582	2,920,085
Common stock, outstanding (in shares)	5,931,582	2,920,085
Series A Preferred Stock [Member]
Preferred stock, authorized (in shares)	250,000	250,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Series F Preferred Stock [Member]
Preferred stock, authorized (in shares)	520	520
Preferred stock, issued (in shares)	514.8	514.8
Preferred stock, outstanding (in shares)	514.8	514.8

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenues	$ 30,255,000	$ 25,580,000
Cost of revenues	21,780,000	17,231,000
Gross profit	8,475,000	8,349,000
Operating expenses:
Research and development	2,137,000	1,537,000
Selling and marketing	1,712,000	1,066,000
General and administrative	10,543,000	8,737,000
Impairment of goodwill	10,459,000	0
Total operating expenses	24,851,000	11,340,000
Loss from continuing operations	(16,376,000)	(2,991,000)
Other (expense) income:
Interest expense, related party	(482,000)	(408,000)
Interest expense	(739,000)	(240,000)
Change in fair value of marketable equity securities	0	(866,000)
Change in fair value of senior secured convertible note	(1,092,000)	0
Foreign currency exchange adjustment	45,000	0
Realized gain on marketable equity securities	0	1,263,000
Gain on extinguishment of debt	0	447,000
Other income (expense)	103,000	125,000
Total other (expense) income , net	(2,165,000)	321,000
Loss from continuing operations before income taxes	(18,541,000)	(2,670,000)
Income tax benefit (provision)	123,000	(193,000)
Net loss	(18,418,000)	(2,863,000)
Net (loss) gain attributable to non-controlling interest	680,000	(243,000)
Net loss attributable to common stockholders	$ (17,738,000)	$ (3,106,000)
Net loss per common share, basic	$ (3.20)	$ (1.06)
Net loss per common share, diluted	$ (3.20)	$ (1.06)
Weighted average common shares outstanding, basic	5,552	2,920
Weighted average common shares outstanding, diluted	5,552	2,920
Comprehensive (loss) income:
Net loss attributable to common shareholders	$ (17,738,000)	$ (3,106,000)
Foreign currency translation adjustments	(1,539,000)	87,000
Total comprehensive (loss) income	$ (19,277,000)	$ (3,019,000)

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands	Total	Preferred Stock [Member]	Common Stock [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Loss [Member]	Non-Controlling Interest [Member]	Microphase Corporation [Member] Common Stock [Member]	Microphase Corporation [Member] Non-Controlling Interest [Member]
Balance at Dec. 31, 2020	$ 18,509	$ 4,990	$ 19,915	$ (6,882)	$ (327)	$ 813
Balance (in shares) at Dec. 31, 2020		515	2,920,085
Stock-based compensation	629		$ 629
Capital contribution from parent	6,138		6,138
Net loss	(3,106)			(3,106)
Foreign currency translation adjustments	87				87
Net income (loss) attributable to non-controlling interest	243					243
Balance at Dec. 31, 2021	22,500	$ 4,990	$ 26,682	(9,988)	(240)	1,056
Balance (in shares) at Dec. 31, 2021		515	2,920,085
Stock-based compensation	605		$ 605
Capital contribution from parent	1,570		1,570
Shares acquired in reverse capitalization	4,404		$ 4,404
Shares acquired in reverse capitalization (in shares)			2,782,229
Gain on extinguishment of related party debt	1,544		$ 1,544
Warrant issued in exchange of related party debt	682		$ 682
Common stock issued on warrant exercise			229,268
Net loss	(17,738)			(17,738)
Foreign currency translation adjustments	(1,546)				(1,539)	(7)
Increase in Microphase ownership							$ (346)	$ 346
Net income (loss) attributable to non-controlling interest	(680)					(680)
Balance at Dec. 31, 2022	$ 11,341	$ 4,990	$ 35,141	$ (27,726)	$ (1,779)	$ 715
Balance (in shares) at Dec. 31, 2022		515	5,931,582

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (18,418,000)	$ (2,863,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	663,000	500,000
Impairment of goodwill	10,459,000	0
Amortization of intangibles	308,000	375,000
Amortization of right-of-use assets	588,000	436,000
Gain on extinguishment of debt	0	(447,000)
Change in fair value of senior secured convertible note	1,357,000	0
Increase in capital contribution from parent for corporate overhead	1,090,000	1,390,000
Stock-based compensation	605,000	629,000
Realized gains on sale of marketable securities	0	(1,263,000)
Unrealized losses on marketable equity securities	0	866,000
Changes in operating assets and liabilities:
Accounts receivable	(867,000)	(1,434,000)
Accounts receivables, related parties	(5,000)	0
Accrued revenue	(98,000)	(473,000)
Inventories	(1,209,000)	(1,082,000)
Prepaid expenses and other current assets	156,000	(325,000)
Other assets	31,000	(76,000)
Accounts payable and accrued expenses	289,000	398,000
Accounts payable, related parties	23,000	17,000
Other current liabilities	601,000	330,000
Lease liabilities	(607,000)	(135,000)
Net cash used in operating activities	(5,034,000)	(3,157,000)
Cash flows from investing activities:
Purchases of property and equipment	(638,000)	(949,000)
Acquisition of GIGA, net of cash received	(3,687,000)	0
Sales of marketable equity securities	0	1,467,000
Net cash (used in) provided by investing activities	(4,325,000)	518,000
Cash flows from financing activities:
Capital contribution from parent	480,000	4,748,000
Proceeds from notes payable, related party	9,617,000	0
Proceeds from notes payable	1,198,000	0
Payments on notes payable	0	(455,000)
Payments on notes payable, related party	0	(239,000)
Payments on revolving credit facilities, net	(1,616,000)	(660,000)
Net cash provided by financing activities	9,679,000	3,394,000
Effects of exchange rate changes on cash	276,000	(346,000)
Net increase in cash	596,000	409,000
Cash at beginning of period	1,599,000	1,190,000
Cash at end of period	2,195,000	1,599,000
Supplementary disclosure of cash flow information:
Cash paid during the period for interest	739,000	49,000
Cash paid during the period for income tax	0	0
Non-cash investing and financing activities
Gain on extinguishment of related party debt	1,544,000	0
Warrants issued in exchange of related party debt	682,000	0
Shares acquired in reverse capitalization	$ 4,404,000	$ 0

Description of Business

Description of Business	12 Months Ended
	Dec. 31, 2022
Business Description [Abstract]
Description of Business	Note 1. Description of Business Giga-tronics Incorporated (“GIGA”) through its subsidiaries (collectively, the “Company”), designs, manufactures, and distributes specialized electronics equipment, automated test solutions, power electronics, supply and distribution solutions, and radio, microwave and millimeter wave communication systems and components for a variety of applications with a focus on the global defense industry. GIGA also offers bespoke technology solutions for mission critical applications in the medical, industrial, transportation and telecommunications markets. GIGA is a California corporation incorporated on March 5, 1980. GIGA has two subsidiaries Microsource Inc. (“Microsource”) and Gresham Holdings, Inc. (formerly known as Gresham Worldwide, Inc.) (“GWW”). GIGA’s manages its acquired operations through its wholly owned subsidiary GWW. GIGA is a majority owned subsidiary of Ault Holdings, Inc., a Delaware corporation (“Ault” or “Parent”) and currently operates as an operating segment of Ault. GWW has three wholly-owned subsidiaries, Gresham Power Electronics Ltd. (“Gresham Power”), Relec Electronics Ltd. (“Relec”), and Enertec Systems 2001 Ltd. (“Enertec”), and one majority owned subsidiary, Microphase Corporation (“Microphase”). GIGA manufactures specialized electronic equipment for use in military test and airborne operational applications. Our operations consist of three business segments: • RF Solutions – consists of Microphase located in Connecticut. Microphase designs and manufactures custom microwave products for military applications and generate revenue mostly through sole-source production contracts for custom engineered components and RADAR filters. • Power Electronics & Displays - consists of two subsidiaries, namely Gresham Power and Relec located in the United Kingdom which primarily produce power conversion systems • Precision Electronic Solutions – consists of one subsidiary and one division, namely Enertec located in Israel and the Giga-tronics Division including Microsource located in California and New Hampshire primarily producing test systems and RF filters for the defense industries. Recapitalization and Reorganization On September 8, 2022 (the “Closing Date”), GIGA acquired 100 % of the capital stock of GWW from Ault in exchange for 2,920,085 shares of GIGA’s common stock and 514.8 shares of Series F Convertible Preferred Stock (the “Series F”) that are convertible into an aggregate of 3,960,043 shares of GIGA’s common stock (the "Acquisition"). The parties had previously entered into a Share Exchange Agreement dated December 27, 2021 (the “Agreement”) but as a California corporation, GIGA required shareholder approval which occurred on September 8, 2022. GIGA also assumed GWW’s outstanding equity awards representing the right to receive up to 749,626 shares of GIGA’s common stock, on an as-converted basis. The transaction described above resulted in a change of control of GIGA. Assuming Ault were to convert all of the Series F, the common stock issuable to Ault would be approximately 69.6 % of outstanding shares. Immediately following the above transaction, GWW became wholly owned subsidiary of GIGA and GIGA became a majority-owned subsidiary of Ault. GIGA’s outstanding shares of Common Stock and outstanding warrants and options to purchase Common Stock remain outstanding and unaffected upon completion of the Acquisition. The historical financial statements, outstanding shares and all other historical share information have been adjusted by multiplying the respective share amount by the exchange ratio as noted in the Agreement if the exchange ratio had been in effect for all periods presented.

Going Concern and Management's

Going Concern and Management's Plan	12 Months Ended
	Dec. 31, 2022
Going Concern and Management's Plan [Abstract]
Going Concern and Management's Plan	Note 2. Going Concern and Management’s Plan The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred recurring net losses and operations have not provided cash flows. In view of these matters, there is substantial doubt about our ability to continue as a going concern. The Company intends to finance its future development activities and its working capital needs largely through the sale of equity securities with some additional funding from other sources, including term notes until such time as funds provided by operations are sufficient to fund working capital requirements. The consolidated financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Our primary sources of liquidity has historically been funding by our parent company Ault. The extent of continued support from Ault is not assured as we seek additional financing from third parties. There is substantial doubt that we will have sufficient cash to meet our needs over the next 12 months. Our ability to obtain additional financing is subject to several factors, including market and economic conditions, our performance and investor and lender sentiment with respect to us and our industry. If we are unable to raise additional financing in the near term as needed, our operations and production plans may be scaled back or curtailed and our operations and growth would be impeded. Our near term fixed commitments for cash expenditures are primarily for payments for employee salaries, operating leases, accounts payables, and inventory purchase commitments. As of December 31, 2022, the Company had cash and cash equivalents of $ 2.2 million and working capital of $ 5.8 million but has had recurring net losses and is not expected to have continued support from Ault to fund operating expenses. Management made plans to increase revenue, reduce costs, and raise needed capital, however there can be no assurance that we can successfully implement these plans. As a result, the Company may be forced to scale back its operations or cease operations altogether.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 3. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Principles of Consolidation The Acquisition is accounted for as a reverse recapitalization with GWW being the accounting acquirer and GIGA being the acquired company for accounting purposes. All historical financial information presented in the consolidated financial statements represents the accounts of GWW and its wholly owned and majority owned subsidiaries. The consolidated financial statements after completion of the Acquisition will include the assets and liabilities and operations of GIGA and its subsidiaries from the Closing Date of the Acquisition. All intercompany transactions and balances have been eliminated. The shares and net loss per common share prior to the merger have been retroactively restated as shares reflecting the exchange ratio established in the merger. Change in Fiscal Year As a result of the Acquisition, the Company changed our fiscal year-end from March 25, 2023 to December 31, 2022, effective September 8, 2022. Accounting Estimates The preparation of financial statements, in conformity with GAAP, requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include valuations of the assets and liabilities acquired in the business combination, valuation of convertible notes, reserves for inventories, accruals of certain liabilities, useful lives and the recoverability of long-lived assets and impairment analysis of goodwill. Reclassifications Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations. The impact on any prior period disclosures was immaterial. Significant Accounting Policies Business Combinations The Company allocates the purchase price of an acquired business to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. Acquired customer relations, developed technology and tradenames are recognized at fair value. The purchase price allocation process requires management to make significant estimates and assumptions as of the acquisition date with respect to intangible assets. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. The Company includes the results of operations of the business that it has acquired in its consolidated results prospectively from date of acquisition. Direct transaction costs associated with the business combination are expensed as incurred. Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (”FASB”) issued Accounting Standards Codification (”ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 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: • Step 1: Identify the contract with the customer, • Step 2: Identify the performance obligations in the contract, • Step 3: Determine the transaction price, • Step 4: Allocate the transaction price to the performance obligations in the contract, and • Step 5: Recognize revenue when the company satisfies a performance obligation. Sales of Products The Company enters into contracts directly with its customers and generates revenues from the sale of its products through a direct and indirect sales force. The Company’s performance obligations to deliver products are satisfied at the point in time when products are received by the customer, which is when the customer obtains control over the goods. The Company provides standard assurance warranties, which are not separately priced, that the products function as intended. The Company primarily receives fixed consideration for sales of product. Some of the Company’s contracts with distributors include stock rotation rights after six months for slow moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC606-10-50-14(a) of not disclosing information about its remaining performance obligations. Manufacturing Services The Company’s principal business is providing manufacturing services in exchange primarily for fixed fees. For manufacturing services, which include revenues generated by Enertec, Microsource and Microphase and in certain instances revenues generated by Gresham Power, the Company’s performance obligation for manufacturing services is satisfied over time as the Company creates or enhances an asset based on criteria that are unique to the customer and that the customer controls as the asset is created or enhanced. Generally, the Company recognizes revenue based upon proportional performance over time using a cost-to-cost method which measures progress based on the costs incurred to total expected costs in satisfying its performance obligation. This method provides a depiction of the progress in providing the manufacturing service because there is a direct relationship between the costs incurred by the Company and the transfer of the manufacturing service to the customer. Manufacturing services are recognized based upon the proportional performance method as services transferred over time and to the extent the customer has not been invoiced for these revenues, as accrued revenue in the accompanying consolidated balance sheets. Revisions to the Company’s estimates may result in increases or decreases to revenues and income and are reflected in the consolidated financial statements in the periods in which they are first identified. The Company has elected the practical expedient in ASC 606-10-50-14(a) to not adjust the promised amount of consideration for the effects of a significant financing component to the extent that the period between when the Company transfers its promised good or service to the customer and when the customer pays in one year or less. Accounts Receivable and Allowance for Doubtful Accounts The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying amount of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company individually reviews all accounts receivable balances and based upon an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company estimates the allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered past-due based on its contractual terms. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. Based on an assessment of the collectability of accounts receivable as of December 31, 2022 and 2021, an allowance was provided for doubtful accounts of $ 64,000 and $ 54,000 , respectively. Accrued Revenue Manufacturing services that are recognized as revenue based upon the proportional performance method are considered revenue based on services transferred over time and to the extent the customer has not been invoiced for these revenues, are recorded as accrued revenue in the accompanying consolidated balance sheets. As of December 31, 2022 and December 31, 2021, accrued revenue was $ 2.5 million and $ 2.3 million, respectively. Fair value of Financial Instruments In accordance with ASC No. 820, Fair Value Measurements and Disclosures , fair value is defined as the exit price, or the amount that would be received for the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs include those that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or model-derived valuations. All significant inputs used in our valuations are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include quoted prices that were adjusted for security-specific restrictions which are compared to output from internally developed models such as a discounted cash flow model. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments carried at cost, including cash and cash equivalents and accounts receivables, approximate their fair value due to the short-term maturities of such instruments. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Foreign Currency Translation A substantial portion of the Company’s revenues are generated in U.S. dollars (“U.S. dollar”). In addition, a substantial portion of the Company’s costs are incurred in U.S. dollars. Company management has determined that the U.S. dollar is the functional currency of the primary economic environment in which it operates. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with ASC 830, Foreign Currency Matters (“ASC 830”). All transaction gains and losses from the re-measurement of monetary balance sheet items are reflected in the statements of operations as financial income or expenses as appropriate. The financial statements of Relec, Gresham Power and Enertec, whose functional currencies have been determined to be their local currencies, the British Pound (“GBP”), and the New Israeli Shekel (“ILS”), respectively, have been translated into U.S. dollars in accordance with ASC 830. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statement of operations amounts have been translated using the average exchange rate in effect for the reporting period. The resulting translation adjustments are reported as other comprehensive income (loss) in the consolidated statement of operations and comprehensive (loss) income and as accumulated comprehensive loss in the consolidated statement of changes in stockholders’ equity. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Cash is maintained in checking accounts, money market funds and certificates of deposits with reputable financial institutions in banks in the U.S., UK and Israel. Such deposits in the United States may exceed the U.S. Federal Deposit Insurance Corporation insurance limits and are not insured in other jurisdictions. The Company had total cash of $ 2,195,000 and $ 1,599,000 at December 31, 2022 and December 31, 2021, respectively, with $ 1,473,000 and $ 933,000 in the United Kingdom (“U.K.”), respectively and $ 631,000 and $ 61,000 in Israel, respectively. The Company has not experienced any losses on deposits of cash and cash equivalents. Inventories Inventories are stated at the lower of cost or net realizable value. Inventory write-offs are provided to cover risks arising from technological obsolescence as the Company’s products are mostly original equipment manufactured for its clients. Cost of inventories is determined as follows: • Raw materials, parts and supplies—using the “first-in, first-out” method. • Work-in-progress and finished products—using the “first-in, first-out” method on the basis of direct manufacturing costs with the addition of indirect manufacturing costs. The Company periodically assesses its inventories valuation in respect of obsolete items by reviewing revenue forecasts and technological obsolescence and moving such items into a reserve allowance for obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the time of the review was not expected to be sold, is written off. Property and Equipment, Net We record property and equipment at cost, less accumulated depreciation. Acquisitions and improvements are capitalized, and maintenance and repairs are expensed as incurred. As we dispose of assets, we remove the cost and related accumulated depreciation from the accounts, and any resulting gain or loss is included within loss on disposal or impairment of assets, net. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the assets, at the following rates: Assets Useful Lives (In Years) Computer software and office and computer equipment 3 - 5 Machinery and equipment, automobile, furniture and fixtures 5 - 10 Leasehold improvements Over the term of the lease or life of the asset, whichever is shorter Goodwill and Indefinite-Lived Intangible Assets Goodwill has a carrying value of $ 9.1 million and $ 9.8 million at December 31, 2022 and 2021, respectively. Indefinite-lived intangible assets, which consist of the Company’s acquired trademarks, have a carrying value of $ 1.5 million at December 31, 2022 and 2021. Goodwill and indefinite-lived intangible assets are not amortized but are assessed annually for impairment as of December 31, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset below its carrying value. Goodwill represents the excess purchase price over the fair value of the net assets acquired. When conducting annual or interim impairment assessments, if applicable, a two-step process is used. First, an optional qualitative evaluation is performed as to whether it is more likely than not that the fair value of the Company's each reporting unit is less than its carrying value, using an assessment of relevant events and circumstances. In performing this assessment, the Company is required to make assumptions and judgments including, but not limited to, an evaluation of macroeconomic conditions as they relate to the business, industry and market trends, as well as the overall future financial performance of the reporting unit. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no additional tests are performed. However, if the Company concludes otherwise or elects not to perform the qualitative assessment, the Company performs a second step consisting of a quantitative assessment of goodwill impairment. This assessment requires the Company to compare the fair value of its reporting unit with its carrying value. If the carrying amount exceeds the fair value, an impairment charge will be recognized. In performing this assessment, the Company is required to make assumptions and judgments including, but not limited to, financial projections, discount rate, and future market conditions. See Note 9 —Goodwill for further information on valuation methodology and impairment of goodwill during the year ended December 31, 2022. For indefinite-lived intangible assets with indefinite lives, the Company has the option to first assess qualitative factors of the indefinite-lived intangible assets. If the result of a qualitative test indicates that it is more likely that not that the asset is impaired a quantitative test is performed. When a quantitative test is performed, the estimated fair value of an asset is compared to its carrying value. If the carrying value of such asset exceeds its estimated fair value, an impairment charge is recorded for the difference between the carrying value and the estimated fair value. No impairment charges related to Indefinite-lived intangible assets were recognized during the years ended December 31, 2022 or 2021. Intangible Assets The Company records intangible assets subject to amortization at fair value at the date of acquisition . The Company has trademarks which were determined to have an indefinite life. Intangibles with definite lives consist of Customer relationships, which are amortized on a straight line bases over their estimated useful lives from 10 - 14 years. The Company reviews intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets might not be recoverable. The factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. When an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. Long-Lived Assets The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, Property, Plant, and Equipment, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted expected future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by comparing the amount by which the carrying amount of the assets to their fair value. Note Payable The Company has elected to record certain notes payable at fair value on the date of issuance, with gains and losses arising from changes in fair value recognized in the consolidated statements of operations at each period end while such notes payable are outstanding. Issuance costs are recognized in the consolidated statement of operations in the period in which they are incurred. The fair value of the notes payable was determined using a probability weighted expected return model, a scenario-based valuation model in which discrete future outcome scenarios for the Company are projected and discounted to present value (See Note 13. Notes payable, related party, net). Warranty The Company offers a warranty period of twelve months for all its manufactured products. The Company estimates the costs that may be incurred under its warranty and records a warranty liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of units sold, historical rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amount, as necessary. Contingencies The Company is periodically involved in litigation arising from other matters in the ordinary course of business. The Company is regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences. Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts. The Company records a liability when it believes that it is probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the reasonably possible loss. The Company evaluates developments in its legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and makes adjustments as appropriate. Significant judgment is required to determine both likelihood of there being and the estimated amount of a loss related to such matters. Income Taxes The Company determines its income taxes under the asset and liability method in accordance with FASB (“ASC No. 740”), Income Taxes , which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal 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 the Consolidated Statements of Operations and Comprehensive Loss in the period that includes the enactment date. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. To the extent that the final tax outcome of these matters is different than the amount recorded, such differences impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. ASC No. 740 also requires management to evaluate tax positions taken by the Company and recognize a liability if the Company has taken uncertain tax positions that more likely than not would not be sustained upon examination by applicable taxing authorities. Management of the Company has evaluated tax positions taken by the Company and has concluded that as of December 31, 2022 and December 31, 2021, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability that would require disclosure in the financial statements. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation ( “ASC 718” ). Under ASC 718: • the Company recognizes stock-based expenses related to stock option awards on a straight-line basis over the requisite service period of the awards, which is generally the vesting term of two to four years , • the expected term assumption, using the simplified method, reflects the period for which the Company believes the option will remain outstanding, • the Company determines the volatility of its stock by looking at the historic volatility of its stock estimated over the expected term of the stock options , and • the risk-free rate reflects the U.S. Treasury yield for a similar expected life instrument in effect at the time of the grant. The Company uses the Black-Scholes option pricing model for determining the estimated fair value for stock-based awards. The Black-Scholes model requires the use of assumptions which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock. Forfeitures are accounted for as they occur. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and trade receivables. Trade receivables of the Company and its subsidiaries are mainly derived from sales to customers located primarily in the U.S., Europe and Israel. The Company performs ongoing credit evaluations of its customers and to date has not experienced any material losses. An allowance for doubtful accounts is determined with respect to those amounts that the Company have determined to be doubtful of collection. The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: Year Ended Year Ended Segment December 31, 2022 % of Total Revenue December 31, 2021 % of Total Revenue Customer A $ 7,408 24 % $ 6,788 27 % Customer B 3,775 12 % 7,492 29 % Customer C 3,769 12 % 10,803 42 % As of December 31, 2022, one customer accounted for 31 % of our total gross accounts receivable. As of December 31, 2021, one customer accounted for 49 % of our total gross accounts receivable. Net Loss per Share Basic net loss per common share is computed using the weighted average number of common shares outstanding during the period. Diluted Earnings per Share (”EPS”) incorporates the incremental shares issuable upon the assumed exercise of stock options and warrants using the treasury stock method. Anti-dilutive securities are not included in the computation of diluted EPS . Comprehensive Loss The Company reports comprehensive loss in accordance with ASC 220, Comprehensive Income . This statement establishes standards for the reporting and presentation of comprehensive loss and its components in a full set of general purpose financial statements. Comprehensive loss generally represents all changes in equity during the period except those resulting from investments by, or distributions to, stockholders. Leases The Company accounts for its leases under ASC 842, Leases . Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases. Operating leases are recognized as Right-of-use (“ROU”) assets, Operating lease liability, current, and Operating lease liability, non-current on our consolidated balance sheets. Lease assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. In certain of our lease agreements, we receive rent holidays and other incentives. We recognize lease costs on a straight-line basis over the lease term without regard to deferred payment terms, such as rent holidays, that defer the commencement date of required payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the remaining life of the lease, without assuming renewal features, if any, are exercised. We elected the practical expedient in ASC 842 and do not separate lease and non-lease components for our leases. Recent Accounting Standards In November 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-10, “ Government Assistance (Topic 832),” which requires annual disclosures that increase the transparency of transactions involving government grants, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements. The amendments in this update are effective for financial statements issued for annual periods beginning after December15, 2021 . The adoption of ASU 2021-10 did no t have a significant impact on the Company’s consolidated financial statements . In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ,” which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “ Revenue from Contracts with Customers .” The guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. The guidance should be applied prospectively to acquisitions occurring on or after the effective date. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.” The guidance became effective for the Company on January 1, 2022 . The Company adopted the guidance on January 1, 2022, and has concluded the adoption did no t have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounti

Revenue Disaggregation

Revenue Disaggregation	12 Months Ended
	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Revenue Disaggregation	Note 4. Revenue Disaggregation The Company’s disaggregated revenues are comprised of the following (In thousands): Year Ended Category December 31, 2022 December 31, 2021 Primary Geographical Markets North America $ 7,317 $ 6,788 Europe 9,907 7,492 Middle East 12,520 10,802 Other 511 498 Total revenue $ 30,255 $ 25,580 Major Goods RF/microwave filters $ 5,070 $ 4,905 Detector logarithmic video amplifiers 1,060 1,888 Power supply units and systems 11,605 7,854 Healthcare diagnostic systems 4,073 794 Defense systems 8,447 10,139 Total revenue $ 30,255 $ 25,580 Timing of Revenue Recognition Goods transferred at a point in time $ 18,430 $ 13,824 Services transferred over time 11,825 11,756 Revenue from contracts with customers $ 30,255 $ 25,580

Inventories, Net

Inventories, Net	12 Months Ended
	Dec. 31, 2022
Inventory Disclosure [Abstract]
Inventories, Net	Note 5. Inventories, net Inventories, net, are comprised of the following (In thousands): As of Category December 31, 2022 December 31, 2021 Raw materials $ 2,758 $ 1,771 Work-in-progress 3,186 1,115 Finished goods 1,751 1,320 Total $ 7,695 $ 4,206

Property and Equipment, Net

Property and Equipment, Net	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	Note 6. Property and Equipment, net Property and Equipment, net, are comprised of the following (In thousands): As of Category December 31, 2022 December 31, 2021 Machinery and equipment $ 6,912 $ 1,804 Computer, software and related equipment 1,858 700 Office furniture and equipment 270 667 Leasehold improvements 1,878 1,338 10,918 4,509 Less: accumulated depreciation and amortization ( 8,678 ) ( 2,457 ) Property and equipment, net $ 2,240 $ 2,052 Depreciation and amortization expenses related to the property and equipment for the years ended December 31, 2022 and 2021 were $ 0.7 million and $ 0.5 million, respectively.

Business Combination

Business Combination	12 Months Ended
	Dec. 31, 2022
Business Combinations [Abstract]
Business Combination	Note 7. Business Combination On September 8, 2022, GIGA acquired 100 % of the capital stock of GWW from Ault in exchange for 2.92 million shares of GIGA’s common stock and 514.8 shares of GIGA’s Series F preferred that are convertible into an aggregate of 3.96 million shares of GIGA’s common stock. GIGA also assumed GWW’s outstanding equity awards representing the right to receive up to 749,626 shares of GIGA’s common stock, on an as-converted basis. The transaction described above resulted in a change of control of GIGA. Assuming Ault was to convert all of the Series F, it would own approximately 69.6 % of GIGA’ outstanding shares. The Series F Certificate of Determination contains an exchange cap which requires GIGA’s shareholders to approve the issuance of more than 19.99 % of GIGA’s outstanding common stock that would apply as of the time of any future conversion (the “Exchange Cap”). On September 8, 2022 the GIGA’s shareholders approved issuances of its common stock upon conversion of the Series F in excess of the Exchange Cap. We acquired GIGA to gain access to the public capital markets, drive growth, both organically and through strategic combinations with providers of bespoke technology solutions for defense customers, expand GWW’s presence in the US defense market by adding strong management, innovative technology, and more engineering resources and to unlock synergies across operating subsidiaries. On September 8, 2022, Ault loaned GIGA $ 4.2 million by purchasing a convertible note that carries an interest rate of 10 % per annum and matures on February 14, 2023 . This note was exchanged to Exchange Note on December 31, 2022 as described in Note 13. Notes Payable, Related Parties, net. In respect of the above transactions, the acquired assets and assumed liabilities, together with acquired processes and employees, represent a business as defined in ASC 805, Business Combinations. The transactions were accounted for as a reverse acquisition using the acquisition method of accounting with GIGA treated as the legal acquirer and GWW treated as the accounting acquirer. In identifying GWW as the acquiring entity for accounting purposes, GIGA and GWW took into account a number of factors, including the relative voting rights, executive management and the corporate governance structure of the Company. GWW is considered the accounting acquirer since the Company controls the board of directors of GIGA following the transactions and received a 71.2 % beneficial ownership interest in GIGA. However, no single factor was the sole determinant in the overall conclusion that GWW is the acquirer for accounting purposes; rather all relevant factors were considered in arriving at such conclusion. The fair value of the purchase consideration is $ 8.2 million, consisting of $ 4.0 million for GIGA’s common stock and prefunded warrants, $ 0.4 million fair value of vested stock incentives and $ 3.8 million for cash consideration paid to existing preferred stockholders The Company estimated the fair values of assets acquired and liabilities assumed using valuation techniques, such as the income, cost and market approaches. The fair values are based on available historical information and on future expectations and assumptions deemed reasonable by management but are inherently uncertain. The income method to measure the fair value of intangible assets, is based on forecasts of the expected future cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflected a consideration of other marketplace participants and included the amount and timing of future cash flows (including expected growth rates and profitability), the underlying product or technology life cycles, economic barriers to entry and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances could affect the accuracy or validity of the estimates and assumptions. We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values at the date of the business combination. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require us to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, estimated replacement costs and future expected cash flows from acquired customers, acquired technology, acquired patents, and trade names from a market participant perspective, useful lives and discount rates. The estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Allocation of purchase consideration to identifiable assets and liabilities affects our amortization expense, as acquired finite-lived intangible assets are amortized over their useful life, whereas any indefinite lived intangible assets, including trademark and goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. During the three months ended December 31, 2022, the measurement period adjustment increased the preliminary allocation of goodwill by $ 9.2 million due to revised forecasts resulting from the lack of sales and backlog, with the offset to trademark, developed technologies, customer lists, inventory and other assets by $ 1.0 million, $ 1.4 million, $ 3.9 million, $ 2.7 million and $ 0.2 million respectively. Upon the conclusion of the measurement period, any subsequent adjustments will be recorded to earnings in the Consolidated Statements of Operations and Comprehensive Loss. The purchase price allocation is as follows (In thousands): Allocation of purchase price: Amount Common stock exchanged $ 4,055 Fair value of GIGA equity awards 349 Cash consideration paid to existing preferred stockholders 3,794 Total consideration $ 8,198 Identifiable net assets acquired (liabilities assumed) Cash $ 107 Trade accounts receivables 536 Inventories 2,529 Prepaid expenses 116 Accrued revenue 363 Property and equipment 331 Right-of-use asset 370 Other long-term assets 269 Accounts payable ( 2,831 ) Loans payable, net of discounts and issuance costs ( 1,687 ) Accrued payroll and benefits ( 1,488 ) Lease obligations ( 491 ) Other current liabilities ( 368 ) Other non-current liabilities ( 17 ) Net assets acquired ( 2,261 ) Goodwill $ 10,459 Consolidated proforma unaudited financial statements The following unaudited proforma combined financial information is based on the historical financial statements of the Company and Giga-tronics and subsidiaries after giving effect to the Company’s acquisition of the companies as if the acquisition occurred on January 1, 2021. The following unaudited proforma information does not purport to present what the Company’s actual results would have been had the acquisition occurred on January 1, 2021, nor is the financial information indicative of the results of future operations. The following table represents the unaudited consolidated proforma results of operations for the year ended December 31, 2022 and December 31, 2021, as if the acquisition occurred on January 1, 2021. Proforma, unaudited (In thousands) Gresham Giga-tronics Proforma Proforma Year ended December 31, 2022 Worldwide, Inc. Adjustments Unaudited Net Sales $ 28,825 $ 5,651 $ — $ 34,476 Cost of Sales 20,227 5,151 — 25,378 Operating expenses 12,136 18,426 — 30,562 Other expense 987 1,276 — 2,263 Income tax benefit 123 — — 123 Net gain attributable to non-controlling interest 680 — 680 Net loss attributable to common stockholders $ ( 3,722 ) $ ( 19,202 ) $ — $ ( 22,924 ) Basic and diluted loss per common share $ ( 1.27 ) $ ( 6.90 ) $ — $ ( 4.02 ) Weighted average shares outstanding 2,920 2,782 — 5,702 Proforma, unaudited (In thousands) Gresham Giga-tronics Proforma Proforma Year ended December 31, 2021 Worldwide, Inc. Adjustments Unaudited Net Sales $ 25,580 $ 10,319 $ — $ 35,899 Cost of Sales 17,231 6,633 — 23,864 Operating expenses 11,340 5,944 — 17,284 Other income ( 321 ) 115 — ( 206 ) Income tax provision ( 193 ) — — ( 193 ) Net loss attributable to non-controlling interest ( 243 ) — ( 243 ) Net loss attributable to common stockholders $ ( 3,106 ) $ ( 2,373 ) $ — $ ( 5,479 ) Basic and diluted loss per common share $ ( 1.06 ) $ ( 0.85 ) $ — $ ( 0.96 ) Weighted average shares outstanding 2,920 2,782 — 5,702

Intangible Assets, Net

Intangible Assets, Net	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets, Net	Note 8. Intangible Assets, net Intangible assets, net, are comprised of the following (In thousands): Category Useful Life December 31, 2022 December 31, 2021 Trademark Indefinite life $ 1,493 $ 1,546 Customer relationships 10 - 14 years 3,825 4,201 5,318 5,747 Less: accumulated depreciation and amortization ( 1,842 ) ( 1,712 ) Intangible assets, net $ 3,476 $ 4,035 No impairment charges related to Indefinite-lived intangible assets were recognized during the years ended December 31, 2022 or 2021. Amortization expense on the definite lived intangible assets for the years ended December 31, 2022 and 2021 was $ 0.3 million and $ 0.4 million, respectively. The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter (In thousands): Fiscal Year December 31, 2022 2023 323 2024 323 2025 323 2026 323 2027 323 Thereafter 368 $ 1,983

Goodwill

Goodwill	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	Note 9. Goodwill The Company’s goodwill decreased by $ 0.8 million due to the effects of exchange rate changes. The following table summarizes the changes in our goodwill for the twelve months period ended December 31, 2022 and the year ended December 31, 2021 (In thousands) : Description Goodwill Balance as of January 1, 2021 $ 9,645 Effect of exchange rate changes 167 Balance as of December 31, 2021 9,812 Acquisition of GIGA on September 8, 2022 10,459 Impairment ( 10,459 ) Effect of exchange rate changes ( 758 ) Balance as of December 31, 2022 $ 9,054 The Company tests goodwill for impairment at the reporting unit level annually on December 31 or more frequently if there are indicators that the carrying amount of the goodwill exceeds its estimated fair value. The Giga-tronics reporting unit experienced a significant decline in sale during the fourth quarter of 2022 and is projecting a negative growth rate due to customers scaling back on programs, a lack of backlog, a highly competitive industry and certain operational challenges that have affected our expectations such that future growth and profitability is significantly lower than previous estimates. Furthermore, during the fourth quarter of 2022, the Company’s market capitalization declined steadily which, although not a determinant on its own, when combined with the other factors indicated that Giga-tronics reporting unit goodwill was determined to be impaired . For Enertec, Relec and Microphase reporting units, the Company has determined that despite a declining market capitalization, the reporting units themselves benefit from a continued positive forecast within the industry, a significant backlog of contracted work, a history of and projected positive earnings and have not experience any technological, market or operational circumstances which indicate that the carrying values of reporting units goodwill may not be recoverable. B ased on the qualitative assessment, it was concluded that it is not more likely than not that the fair value of the reporting units is less than its carrying amount. Management concluded that no quantitative testing was needed as it was not more likely than not that reporting units fair value are less than its carrying value as of December 31, 2022. Because the qualitative test indicated that Giga-tronics reporting unit goodwill was determined to be impaired a second phase of the goodwill impairment test ("Step 2") was performed specific to Giga-tronics reporting unit . Under Step 2, the fair value of the reporting unit was estimated for the purpose of deriving an estimate of the implied fair value of goodwill. The implied fair value of the goodwill was then compared to the recorded goodwill to determine the amount of the impairment. The Company utilized an enterprise value-based income approach to determine the fair value of the reporting unit. The income approach discounts projected free cashflows of the reporting unit at a computed weighted average cost of capital of 17.5 % as the discount rate. The income approach requires the use of significant estimates and assumptions, which include a zero revenue growth assumption and negative future operating margins used to calculate projected future cashflows, weighted average cost of capital, and future economic and market conditions. The Company bases the forecasts on its knowledge of the industry, recent performance and expected future performance of the reporting unit, and other assumptions management believes to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. As a result, the entire $ 10.5 million carrying amount of Giga-tronics reporting unit goodwill was recognized as a non-cash impairment charge during the year ended December 31, 2022. There were no impairments of goodwill during the year ended December 31, 2021.

Other Current Liabilities

Other Current Liabilities	12 Months Ended
	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Other Current Liabilities	Note 10. Other Current Liabilities As of December 31, 2022 and 2021, other current liabilities consist of the following (In thousands): Category December 31, 2022 December 31, 2021 Accrued payroll and payroll taxes $ 2,401 $ 1,317 Deferred revenue 1,028 401 Warranty liability 51 47 Other accrued expense 774 130 Other current liabilities $ 4,254 $ 1,895

Leases

Leases	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Leases	Note 11. Leases Operating leases We have operating leases for office space. Our leases have remaining lease terms from 2 months to 8.5 years, some of which may include options to extend the leases perpetually , and some of which may include options to terminate the leases within 1 year. The following table provides a summary of leases by balance sheet category as of December 31, 2022 and 2021 (In thousands): Description December 31, 2022 December 31, 2021 Operating right-of-use assets $ 3,940 $ 4,333 Operating lease liability - current $ 1,067 $ 659 Operating lease liability - non-current $ 3,014 $ 3,712 The components of lease expenses for the years ended December 31, 2022 and 2021 were as follow (In thousands): Year Ended Year Ended December 31, 2022 December 31, 2021 Operating lease cost $ 1,125 $ 957 The following table provides a summary of other information related to leases for the years ended December 31, 2022 and 2021 (In thousands): Year Ended Year Ended December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,135 $ 983 Right-of-use assets obtained in exchange of new operating lease liabilities 275 — Weighted-average remaining lease term - operating leases 5.6 years 8.8 years Weighted-average discount rate - operating leases 7 % 12 % The Company determined that using a discount rate between 7 % and 12 % is reasonable, as this is consistent with the mortgage rates for commercial properties for the time period commensurate with the terms of the leases. Maturity of lease liabilities under our non-cancellable operating leases as of December 31, 2022 are as follow (In thousands): Fiscal Year Operating leases 2023 $ 1,359 2024 938 2025 756 2026 516 2027 364 Thereafter 1,144 Total future minimum lease payments 5,077 Less: imputed interest ( 996 ) Present value of lease liabilities $ 4,081

Notes Payable

Notes Payable	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Notes Payable	Note 12. Notes Payable Notes payable on December 31, 2022 and 2021, were comprised of the following (In thousands): December 31, 2022 December 31, 2021 Short-term bank credit $ 1,623 $ 949 Financed receivables 71 — Other short-term notes payable 425 12 Total notes payable 2,119 961 Less: current portion ( 1,797 ) ( 961 ) Notes payable - long-term portion $ 322 $ — S hort-term bank credit At December 31, 2022 and 2021, Enertec had short-term bank credit of $ 1.6 million and $ 0.9 million, respectively, that bears 6 % interest, and is paid either on a monthly or weekly basis . Financed receivables The Company has a business financing agreement (”Financing Agreement”) with Western Alliance Bank. Under the Financing Agreement, the Company may borrow up to 85 % of the amounts of customer invoices issued by the Company, up to a maximum of $ 2.5 million in aggregate advances outstanding at any time. Interest accrues on amounts outstanding under the Financing Agreement at an annual rate equal to the greater of prime or 4.5 % plus one percent. As of December 31, 2022 and 2021, the annual interest rate was 8.5 % per annum and 5.5 % per annum, respectively. The Company is required to pay certain fees, including an annual facility fee of $ 14,700 , to be paid in two equal semiannual installments. The Company’s obligations under the Financing Agreement are secured by a security interest in substantially all of the assets of the Company and any domestic subsidiaries, subject to certain customary exceptions. The Financing Agreement has no specified term and may be terminated by either the Company or Western Alliance Bank at any time. The Financing Agreement contains customary events of default, including, among others: non-payment of principal, interest or other amounts when due; providing false or misleading representations and information; Western Alliance Bank failing to have an enforceable first lien on the collateral; cross-defaults with certain other indebtedness; certain undischarged judgments; bankruptcy, insolvency or inability to pay debts; and a change of control of the Company. Upon the occurrence and during the continuance of an event of default, the interest rate on the outstanding borrowings increases by 500 basis points and the bank may declare the loans and all other obligations under the Financing Agreement immediately due and payable. Western Alliance Bank waived the potential change in control default in relation to the Acquisition. At December 31, 2022 and December 31, 2021, the Company’s total outstanding borrowings under the Financing Agreement were $ 71,000 and $ 0 , respectively, and are included under current liabilities in notes payable on the consolidated balance sheets. On January 11, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) with two accredited investors (the “Lenders”) pursuant to which the Company sold to the Lenders $ 3.3 million of convertible notes. The Lenders required us to terminate the Financing Agreement as a condition of issuance of the notes (see Note 22. Subsequent Events). Other short-term notes payable Microphase has business financing agreements for equipment leases with several lenders. Under these financing agreements Microphase has short-term notes outstanding of $ 103,000 and long term notes outstanding of $ 322,000 paid monthly.

Notes Payable, Related Parties,

Notes Payable, Related Parties, Net	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
Notes Payable, Related Parties, Net	Note 13. Notes Payable, Related Parties, net Notes payable, related parties, net on December 31, 2022 and 2021, were comprised of the following (In thousands): Interest rate December 31, 2022 December 31, 2021 Senior Secured Convertible Note (2) 10.0 % $ 3,940 $ — Senior Secured Convertible Note (3) 10.0 % 6,068 — Notes payable, related parties, net $ 10,008 $ — Senior Secured Convertible Note (1) On September 8, 2022, Ault loaned the Company $ 4,250,000 by purchasing a Senior Secured Convertible Note (1) (the “Convertible Note”) pursuant to a securities purchase agreement (the “Securities Purchase Agreement”) upon the closing of the consummation of the transactions contemplated by the Securities Purchase Agreement (the “Business Combination”). The Convertible Note carries an interest rate of 10 % per annum and matures on February 14, 2023 . The holder may at any time elect to convert in whole or in part, the outstanding principal and interest under the Convertible Note into shares of the Company’s common stock at a conversion price of $ 3.25 per share (the “Conversion Shares”). In addition, all principal and outstanding interest under the Convertible Note will automatically convert to the Company’s common stock upon the closing of an underwritten public offering of common stock with net proceeds (net of underwriters’ discounts and selling commissions) of at least $ 25 million (the “Proposed Offering”). The Convertible Note may not be converted to the extent the holder would, as a result of such conversion, beneficially own in excess of 4.99 % of the Company’s common stock. The holder may increase this limit to 9.99 % on 61 days’ notice to us . The Convertible Note is secured by all of the Company’s assets and the assets of the Company’s subsidiaries pursuant to a security agreement (the “Security Agreement”). The Convertible Note contains customary events of default (each an “Event of Default”). If an Event of Default occurs, interest under the Convertible Note will accrue at a rate of 18 % per annum and the outstanding principal amount of the Convertible Note, plus accrued but unpaid interest, liquidated damages and other amounts owing with respect to the Convertible Note will become, at the Convertible Note holder’s election, immediately due and payable in cash. The Company may prepay all or a portion of the outstanding principal amount of the Convertible Note at a premium that increases over the term, ranging from 5 % to 25 %. If the Company completes a public or private offering of $ 5.0 million or more of its common stock (net of underwriting discounts and commission) prior to the maturity date, the Company must prepay all or part of the principal amount of the Convertible Note outstanding at a premium that increases over the term, ranging from 5% to 25% using up to 50 % of the proceeds from the Proposed Offering. However, if the Company closes the Proposed Offering, the principal of the Convertible Note will be applied toward Ault’s $ 10 million purchase of the Company’s common stock. The Company accounts for its Convertible note under ASC 815, “Derivatives and Hedging”. Under ASC 815-15-25, an election can be made at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825. The Company has made such election for its Convertible note. Using the fair value option, the Convertible note is recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Convertible note are recognized as a non-cash gain or loss on the consolidated statements of operations and comprehensive loss. The fair value of the Convertible note liability was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company used the probability-weighted expected term method (“PWERM”) to value the Convertible note liability. This approach involved the estimation of future potential outcomes for the Company, as well as values and probabilities associated with each respective potential outcome. The Company assigned 82.5 % probability to the Convertible note liability remaining outstanding until maturity and 17.5 % probability of default on Convertible note, since the probability of a qualified or non-qualified financing in the near-term was assessed at 0 %. The Company calculated the present value of the Convertible note payoff on the maturity date using the income approach, which focuses on the income-producing capability of a business and estimated value based on the expectation of future cash flows. Key assumption used in the calculation included the discount rate of 29 %, which was calculated using term-matched market yields for CCC rated corporate paper and an incremental company specific risk premium. The Company also considered the probability of GIGA shares trading above the conversion price of $ 3.25 (fixed price conversion option), in which case voluntary conversion was assessed to be likely just before maturity. The incremental value of such conversion was assessed using a Black-Scholes model. Significant assumptions used in Black-Scholes model include volatility of 127.3 %, risk-free rate of 3.3 % and expected term of 0.43 year. After taking into consideration the PWERM of this scenario, the Company arrived at the fair value of the Convertible note liability. In addition, the Company agreed to indemnify Ault against losses from its breach of its covenants, representations and warranties under the Securities Purchase Agreement pursuant to which the Company issued the Convertible Note. The Company also entered into Registration Rights Agreement with Ault requiring the Company to file a registration statement with the SEC within 15 days of the voluntary conversion of the Convertible Note by Ault or in connection with a non-qualified public offering. The Registration Rights Agreement contains customary terms and conditions, certain liquidated damages provisions for failing to comply with the timing obligations for the filing and effectiveness of the registration statement, and certain customary indemnification obligations. Of the $ 4,250,000 loaned to the Company, it used $ 3,794,000 to redeem all of its preferred stock that was outstanding prior to the Closing Date. The Company previously entered into repurchase agreements with the holders of the outstanding shares of its preferred stock. The preferred stock holders included Lutz Henckels, the Company’s Chief Financial Officer who received $ 246,000 and Thomas Vickers, a member of the Company’s Board of Directors who received $ 116,000 . Based upon the fair value of the Convertible Note at September 8, 2022, which was $ 4,392,000 using the probability-weighted present value on such date, we recorded a realized loss of $ 1,092,000 related to the revaluation of the Convertible Note to $ 5,484,000 on December 31,2022, which was recorded as “Other income & expense” before exchange of this note for the Exchange Note noted below. Senior Secured Convertible Note (2) On December 31, 2022 (the “Closing Date”), the Company entered into an exchange agreement with Ault to exchange the Senior Secured Convertible Note (1) due February 14, 2023 in the principal face amount of $ 4,250,000 dated September 8, 2022 and any accrued interest thereon for a Senior Secured Convertible Note (2) in the principal amount of $ 4,382,740 due December 31, 2024 (the “Exchange Note”). The Exchange Note bears interest at 10 % per annum. The Exchange Note is, at the option of Ault, convertible into the Company’s common stock at a conversion price equal to the lesser of (i) $ 0.78 per share, or (ii) the VWAP Price (as defined in the Exchange Note) on such date less a 20 % discount to such VWAP Price, but in no event less than $ 0.25 per share. In addition, all principal and outstanding interest under the Exchange Note will automatically convert to the Company’s common stock upon (i) the consummation of a public offering of securities in which the Company receives net proceeds (net of underwriters’ discounts and selling commissions) of at least $ 25 million (a “Qualified Public Offering”), in which case the conversion price shall be the price at which the Common Stock is sold to the public, provided, however, that no underwriters’ discounts or selling commissions shall be imposed on such conversion, (ii) the consummation of a private or public offering of shares of Common Stock that is not a Qualified Public Offering but that results in the net proceeds (net of underwriters’ discounts and selling commissions) to the Company of at least $ 5 million (a “Non-Qualified Offering”), in which case the conversion price shall be the price at which Common Stock is sold in such Non-Qualified Offering less a twenty-five percent ( 25 %) discount or (iii) December 31, 2024, in which case the conversion price shall be the VWAP Price less a 25 % discount to such VWAP Price. The Company’s obligations under the Exchange Agreement and the Exchange Note are secured by a lien on all of the assets of the Company and its wholly owned subsidiaries pursuant to the Security Agreement dated December 31, 2022 (the “Exchange Security Agreement”), by and among the Company, its two of its wholly-owned subsidiaries, Microsource. and Gresham, and Ault. The Company performed a fair value analysis on the Exchange Note. The fair value of the Exchange note liability was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company used the PWERM to value the Exchange note liability. This approach involved the estimation of future potential outcomes for the Company, as well as values and probabilities associated with each respective potential outcome. The Company assigned 35 % probability for non-qualified financing, 25 % probability for qualified financing, 15 % probability to the Exchange note liability remaining outstanding until maturity and 25 % probability of default on Exchange note. The Company calculated the present value of the Exchange note payoff on the maturity date using the income approach, which focuses on the income-producing capability of a business and estimated value based on the expectation of future cash flows. Key assumption used in the calculation included the discount rate of 23 %, which was calculated using term-matched market yields for CCC rated corporate paper and an incremental company specific risk premium. The Company also considered the probability of GIGA shares trading above the conversion price of $ 3.25 (fixed price conversion option), in which case voluntary conversion was assessed to be likely just before maturity. The incremental value of such conversion was assessed using a Black-Scholes model. Significant assumptions used in Black-Scholes model include volatility of 131.4 %, risk-free rate of 4.4 % and expected term of 2 years . After taking into consideration the PWERM of this scenario, the Company arrived at the fair value of the Exchange note liability as a Long term liability with a fair value of $ 3,940,000 . The change in the fair values of $ 1,544,000 between Convertible Note valued at $ 5,484,000 , which was exchanged for the Exchange Note valued at $ 3,940,000 , was recorded as Common Stock, and had no impact on the net loss to common stockholders of the Company. Senior Secured Convertible Note (3) and Warrant On the Closing Date, the Company also entered into a Securities Purchase Agreement (the “Purchase Agreement”) by and between the Company and Ault Lending, LLC, (“Ault Lending”), whereby the Company issued Ault Lending a 10 % Senior Secured Convertible Note in the principal amount of $ 6,750,000 (the “Secured Note”) and five-year Warrants to purchase 2,000,000 shares of the Company’s common stock. The Warrants are exercisable for five years from December 31, 2022 , at an exercise price of $ 0.01 , subject to certain adjustments. In connection with the issuance of the Secured Note, as of the Closing Date, Ault Lending agreed to surrender for cancellation a term note dated November 12, 2021, in the principal face amount $ 1,300,000 previously issued by the Company to Ault Lending, including accrued but unpaid interest thereon in the amount of $ 123,123 . In addition, on the Closing Date advances previously made by Ault Lending to the Company in the aggregate amount of $ 4,067,469 were rolled into the Secured Note . Pursuant to the Purchase Agreement, as additional consideration for the issuance of the Secured Note, Ault Lending agreed to provide the Company an additional $ 1,259,407 no later than May 31, 2023, which is recorded as a Receivable, related party at December 31, 2022. The Secured Note is due December 31, 2024, and bears interest at 10 % per annum. The voluntary conversion and automatic conversion price of the Secured Note are similar to the conversion price of the Exchange Note. With a limited exception, the Secured Note contains a most favored nations provision with respect to future financings of the Company. With limited exceptions, the Company also agreed to certain negative covenants that will require the prior approval of the holder of the Secured Note to incur indebtedness (other than permitted indebtedness), enter into variable rate transactions, incur indebtedness for borrowed money, purchase money indebtedness or lease obligations that would be required to be capitalized on a balance sheet prepared in accordance with U.S. Generally Accepted Accounting Principles, or guaranty the obligations of any other person, in an aggregate amount at any time outstanding in excess of $ 1,000,000 in any individual transaction or $ 2,500,000 in the aggregate. The Company’s obligations under the Purchase Agreement and the Secured Note are secured by a lien on all of the assets of the Company and its wholly owned subsidiaries pursuant to a Security Agreement, dated December 31, 2022 by and among the Company, its wholly-owned subsidiaries, Microsource and Gresham, and Ault Lending and Ault. Pursuant to the Purchase Agreement, the Company and two of its wholly-owned subsidiaries, Microsource, Inc. and Gresham Holdings, Inc., entered into a Guaranty Agreement, dated December 31, 2022 with Ault Lending. Each such subsidiary guaranteed to Ault Lending the payment of the Secured Note. In connection with the issuance of the Exchange Note and the Secured Note, the Company granted Ault and Ault Lending certain mandatory and piggy back registration rights pursuant to two Registration Rights Agreements. On January 3, 2023 the Company, Ault and Ault Lending entered into a letter agreement whereby the parties agree that notwithstanding any obligations in any of the foregoing transaction documents the Company shall not be required to reserve more than 150 % of the shares issuable under the Exchange Note and the Secured Note using $ 0.78 per share (subject to adjustment for stock splits, stock dividends or combinations) plus reservation of one share for each outstanding share issuable under the warrants (subject to adjustment for stock splits, stock dividends or combinations). The Company performed a fair value analysis on the Secured Note and the Warrants. T he fair value of the Secured note liability was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company used the PWERM to value the Secured note liability. This approach involved the estimation of future potential outcomes for the Company, as well as values and probabilities associated with each respective potential outcome. The Company assigned 35 % probability for non-qualified financing, 25 % probability for qualified financing, 15 % probability to the Secured note liability remaining outstanding until maturity and 25 % probability of default on Secured note. The Company calculated the present value of the Secured note payoff on the maturity date using the income approach, which focuses on the income-producing capability of a business and estimated value based on the expectation of future cash flows. Key assumption used in the calculation included the discount rate of 23 %, which was calculated using term-matched market yields for CCC rated corporate paper and an incremental company specific risk premium. The Company also considered the probability of GIGA shares trading above the conversion price of $ 3.25 (fixed price conversion option), in which case voluntary conversion was assessed to be likely just before maturity. The incremental value of such conversion was assessed using a Black-Scholes model. Significant assumptions used in Black-Scholes model include volatility of 131.4 %, risk-free rate of 4.4 % and expected term of 2 years . After taking into consideration the PWERM of this scenario, the Company arrived at the fair value of the Secured note liability as a Long term liability with a fair value of $ 6,068,000 . The fair value of the “Penny” warrants was based on the residual value of $ 682,000 remaining after allocating fair value to the Secured Note from the proceed of $ 6,750,000 . The fair value of the warrants was recorded as common stock.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 14. Related Party Transactions Allocation of General Corporate Expenses Ault provided human resources, accounting, and other services to Gresham and after September 8 th to us. Gresham obtained its business insurance under Ault’s policies. The accompanying financial statements of Gresham include allocations of these expenses. The allocation method calculates the appropriate share of overhead costs to Gresham by using Gresham’s revenue as a percentage of total revenue of Ault. Gresham believes the allocation methodology used is reasonable and has been consistently applied, and results in an appropriate allocation of costs incurred. However, these allocations may not be indicative of the cost had Gresham been a stand-alone entity or of future costs. Ault allocated $ 1.09 million for the year ended December 30, 2022, and $ 1.39 million for the year ended December 31, 2021. Ault allocated these costs as follows (In thousands): Years Ended December 31, 2022 December 31, 2021 Related party transactions $ 1,090 $ 1,390 Net Transfers From Ault The Company received funding from Ault to cover any shortfalls on operating cash requirements. In addition to the allocation of general corporate expenses, the Company received $ 0.5 million and $ 4.7 million from Ault for the years ended December 31, 2022 and 2021, respectively.

Net Loss Per Share

Net Loss Per Share	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Net Loss Per Share	Note 19. Net Loss Per Share Basic net loss per share is computed by dividing net loss by weighted average number of common shares outstanding for the period (excluding outstanding stock options). Diluted net loss per share is computed using the weighted-average number of common shares outstanding for the period plus the potential effect of dilutive securities which are convertible into common shares (using the treasury stock method), except in cases in which the effect would be anti-dilutive. The following is a reconciliation of the numerators and denominators used in computing basic and diluted net loss per share: (In thousands except per share data) Year Ended December 31, 2022 December 31, 2021 Numerator: Net loss attributable to common stockholders $ ( 17,738 ) $ ( 3,106 ) Denominator: Basic weighted average shares outstanding 5,552 2,920 Effect of dilutive securities — — Diluted weighted-average shares 5,552 2,920 Net loss per share attributable to common stockholders, basic and diluted $ ( 3.20 ) $ ( 1.06 ) For the years ended December 31, 2022 and 2021, because the Company was in a loss position, basic net loss per share is the same as diluted net loss per share as the inclusion of the potential common shares would have been anti-dilutive. The following table sets forth potential shares of common stock that are not included in the diluted net loss per share calculation above because to do so would be anti-dilutive for the periods indicated: Anti-dilutive securities (In thousands) December 31, 2022 December 31, 2021 Common shares issuable upon exercise of stock options 797 500 Common shares issuable on conversion of series F preferred stock 3,960 3,960 Common shares issuable upon exercise of warrants 2,299 — Restricted stock awards 250 250 Common shares issuable upon conversion of senior secured convertible notes 14,256 — Total 21,562 4,710

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 20. Commitments and Contingencies As of December 31, 2022 and 2021, Enertec’s guarantees balance from Hapoalim bank was $ 3.6 million and $ 4.1 million, respectively f or project implementation fees which are released upon delivery of the project products to the customer.

Sale of Common Stock and Prefun

Sale of Common Stock and Prefunded Warrants	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholder's Equity	Note 17. Stockholder’s Equity Amendments to Certificate of Incorporation On September 22, 2022, the Company filed a Certificate of Amendment to the Articles of Incorporation (the “Amendment”) with the California Secretary of State to increase the number of shares the Company is authorized to issue to 101,000,000 shares by increasing the number of authorized shares of common stock from 13,333,333 shares to 100,000,000 shares . Preferred Stock The Company is authorized to issue 1,000,000 shares of Preferred Stock with no par value. The Company had authorized Series A convertible preferred stock of 250,000 . No shares are issued and outstanding. The Company had issued series B through E preferred stock which were redeemed with the business combination (See Note 7. Business Combination). On September 8, 2022 , the Company issued Ault, as part of the consideration for the acquisition of GWW, 514.8 shares of Series F preferred stock. The terms, preferences and rights of holders of the Series F are set forth in the Certificate of Determination which was filed with the California Secretary of State, on August 23, 2022. Seniority and Liquidation Preferenc e The Series F ranks senior to the shares of the Company’s common stock with respect to dividend rights and rights on the distribution of assets on any liquidation, dissolution or winding up of its affairs. The Series F has a liquidation preference of $ 25,000 per share. The 514.8 shares of Series F have an aggregate liquidation preference of $ 12,870,140 . Conversion Right The shares of Series F are convertible into the Company’s common stock at the holder’s option at a conversion price of $ 3.25 per share, subject to customary adjustments for stock splits (including the reverse split). The 514.8 shares of Series F that were issued to Ault upon the consummation of the transactions contemplated by the Agreement are convertible into an aggregate of 3,960,043 shares of the Company’s common stock. If converted in a public offering of the Company’s stock, the conversion price will be at the public offering price less underwriting discounts and commissions. Dividend Rights The holders of Series F are entitled to participate with the Company’s common stock and receive such dividends and distributions as they would receive if their shares of Series F are converted to common stock. The Company may not pay dividends without the consent of the holders of the Series F. Holders of Series F are also entitled to such dividends as the Board may declare on shares from time to time, if any. Voting Rights; Board Representation Holders of Series F have the right to vote on matters submitted to a vote of the holders of common stock on an as-converted basis unless required by applicable law. In addition, holders of Series F are entitled to elect four of the Company’s seven directors. Upon the closing of the Business Combination, Ault exercised its right adding four directors to our board of directors including our Chief Executive Officer and three persons who are Ault directors. Approval Rights for Certain Matters For so long as Ault consolidates the Company as a subsidiary of Ault for financial reporting purposes, the Company will require prior approval of the holders of the Series F to incur indebtedness in excess of $ 1 million per individual transaction or $ 2.5 million in the aggregate or to complete a merger, acquisition or purchase of assets where the aggregate consideration is valued at more than $ 1 million. Holders of the Series F have separate class approval rights over certain specified actions that would affect the rights of holders of the Series F (see Note 22. Subsequent Events). Preemptive/Participation Rights If the Company sells any voting stock, or securities representing the right to acquire its voting stock, holders of Series F have the right to purchase, at the same price as other participants in the offering, a pro rata portion of such securities based on their aggregate voting power held such that they may maintain the percentage of voting power held. This participation right does not apply to certain exercises and conversions of outstanding securities, certain issuances pursuant to equity incentive plans and certain public offerings of the Company’s common stock of $ 25 million or more. This participation right terminates upon the earlier of the date that holders of Series F cease to beneficially own at least 50 % of the Company’s common stock or September 8, 2027. Common Stock Common stock confers upon the holders the rights to receive notice to participate and vote at any meeting of stockholders of the Company, to receive dividends, if and when declared, and to participate in a distribution of any surplus of assets upon liquidation of the Company.

Stock-based Compensation

Stock-based Compensation	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Stock-based Compensation	Note 15. Stock-based Compensation On May 25, 2021, GWW issued its executives options to purchase an aggregate total of 100,000 shares of GWW Class A common stock, at an exercise price per share of $ 14.84 , with 50 % of these options vested immediately. The remaining 50 % vest pro-rata monthly over 3 years. Additionally, the executives were granted RSUs to acquire an aggregate of 50,000 shares of GWW Class A common stock, vesting annually over a three-year term. Upon the Business Combination on September 8, 2022 the 100,000 shares of GWW options converted to 499,751 options to purchase common shares of the Company with an exercise price of $ 2.97 per share and 50,000 RSUs of GWW were converted to 249,875 RSUs for common shares of the Company with no change in vesting terms. Additionally, 301,380 stock options granted and outstanding under GIGA’s Equity Incentive Plans were unaffected by the Business Combination except for revaluation on September 8, 2022. All options expires ten years from the grant date. The stock-based compensation expense included in net loss for the years ended December 31, 2022 and 2021 was $ 605,000 and $ 629,000 , respectively, based on the estimated fair value of the stock awards on the date of issuance. As these stock awards were issued prior to the business combination, the estimated fair value of the stock awards were based on observable market prices of Ault’s common stock and extrapolated to GWW based upon its relative fair value within Ault as determined by equal weighting of revenues, operating income, and net tangible assets between Ault’s subsidiaries. As of December 31, 2022, there was $ 612,000 of unrecognized compensation cost related to non-vested stock-based compensation arrangements expected to be recognized over a weighted average period of 1.4 years. As of December 31, 2022, a total of 796,958 stock options are outstanding at weighted average exercise price of $ 3.58 and a weighted average remaining contractual term of 7.71 years. Of the options outstanding, 658,219 options are fully vested with an weighted average exercise price of $ 3.67 and a weighted average remaining contractual term of 7.59 years. As of December 31, 2021, a total of 499,751 stock options are outstanding at weighted average exercise price of $ 2.97 and a weighted average remaining contractual term of 9.4 years. Of the options outstanding, 298,462 options are fully vested with an weighted average exercise price of $ 2.97 and a weighted average remaining contractual term of 9.4 years. 4,173 and nil options were cancelled for the year ended December 31, 2022 and 2021, respectively. There were no exercises of options for the years ended December 31, 2022 and 2021. As of December 31, 2022 and 2021, a total of 249,875 restricted stock awards were outstanding. As of December 31, 2022 and 2021, a total of 48,587 and 131,878 restricted stock awards were vested.

Increase in Ownership Interest

Increase in Ownership Interest of Subsidiary	12 Months Ended
	Dec. 31, 2022
Increase in Ownership Interest of Subsidiary [Abstract]
Increase in Ownership Interest of Subsidiary	Note 16. Increase in Ownership Interest of Subsidiary On July 1, 2022, GWW acquired an additional 444,444 newly issued shares of Microphase to increase its ownership interest in Microphase from 54.56 % of 63.07 % in exchange for consideration of $ 1 million.

Stockholder's Equity

Stockholder's Equity	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Stockholder's Equity	Note 17. Stockholder’s Equity Amendments to Certificate of Incorporation On September 22, 2022, the Company filed a Certificate of Amendment to the Articles of Incorporation (the “Amendment”) with the California Secretary of State to increase the number of shares the Company is authorized to issue to 101,000,000 shares by increasing the number of authorized shares of common stock from 13,333,333 shares to 100,000,000 shares . Preferred Stock The Company is authorized to issue 1,000,000 shares of Preferred Stock with no par value. The Company had authorized Series A convertible preferred stock of 250,000 . No shares are issued and outstanding. The Company had issued series B through E preferred stock which were redeemed with the business combination (See Note 7. Business Combination). On September 8, 2022 , the Company issued Ault, as part of the consideration for the acquisition of GWW, 514.8 shares of Series F preferred stock. The terms, preferences and rights of holders of the Series F are set forth in the Certificate of Determination which was filed with the California Secretary of State, on August 23, 2022. Seniority and Liquidation Preferenc e The Series F ranks senior to the shares of the Company’s common stock with respect to dividend rights and rights on the distribution of assets on any liquidation, dissolution or winding up of its affairs. The Series F has a liquidation preference of $ 25,000 per share. The 514.8 shares of Series F have an aggregate liquidation preference of $ 12,870,140 . Conversion Right The shares of Series F are convertible into the Company’s common stock at the holder’s option at a conversion price of $ 3.25 per share, subject to customary adjustments for stock splits (including the reverse split). The 514.8 shares of Series F that were issued to Ault upon the consummation of the transactions contemplated by the Agreement are convertible into an aggregate of 3,960,043 shares of the Company’s common stock. If converted in a public offering of the Company’s stock, the conversion price will be at the public offering price less underwriting discounts and commissions. Dividend Rights The holders of Series F are entitled to participate with the Company’s common stock and receive such dividends and distributions as they would receive if their shares of Series F are converted to common stock. The Company may not pay dividends without the consent of the holders of the Series F. Holders of Series F are also entitled to such dividends as the Board may declare on shares from time to time, if any. Voting Rights; Board Representation Holders of Series F have the right to vote on matters submitted to a vote of the holders of common stock on an as-converted basis unless required by applicable law. In addition, holders of Series F are entitled to elect four of the Company’s seven directors. Upon the closing of the Business Combination, Ault exercised its right adding four directors to our board of directors including our Chief Executive Officer and three persons who are Ault directors. Approval Rights for Certain Matters For so long as Ault consolidates the Company as a subsidiary of Ault for financial reporting purposes, the Company will require prior approval of the holders of the Series F to incur indebtedness in excess of $ 1 million per individual transaction or $ 2.5 million in the aggregate or to complete a merger, acquisition or purchase of assets where the aggregate consideration is valued at more than $ 1 million. Holders of the Series F have separate class approval rights over certain specified actions that would affect the rights of holders of the Series F (see Note 22. Subsequent Events). Preemptive/Participation Rights If the Company sells any voting stock, or securities representing the right to acquire its voting stock, holders of Series F have the right to purchase, at the same price as other participants in the offering, a pro rata portion of such securities based on their aggregate voting power held such that they may maintain the percentage of voting power held. This participation right does not apply to certain exercises and conversions of outstanding securities, certain issuances pursuant to equity incentive plans and certain public offerings of the Company’s common stock of $ 25 million or more. This participation right terminates upon the earlier of the date that holders of Series F cease to beneficially own at least 50 % of the Company’s common stock or September 8, 2027. Common Stock Common stock confers upon the holders the rights to receive notice to participate and vote at any meeting of stockholders of the Company, to receive dividends, if and when declared, and to participate in a distribution of any surplus of assets upon liquidation of the Company.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Disclosure Text Block [Abstract]
Income Tax Disclosure [Text Block]	Note 18. Income Taxes The following is a geographical breakdown of income/loss before the provision for income tax, for the years ended December 31, 2022 and 2021 (in thousands) Year Ended December 31, 2022 December 31, 2021 United States $ ( 19,150 ) $ ( 3,470 ) International 609 800 Total $ ( 18,541 ) $ ( 2,670 ) Deferred income taxes reflect the net tax effects or (a) temporary differences between the carrying amounts or assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The tax effects of significant items comprising the Company’s deferred taxes as of December 31 are as follows (in thousands): Year Ended Deferred tax assets: December 31, 2022 December 31, 2021 Accrued compensation $ 247 $ 20 Allowance for doubtful accounts 1 $ 1 Inventory adjustments 1,654 $ 339 Unrealized gains/losses 233 $ 233 Other carryforwards 317 $ 18 Net operating loss carryforward 6,542 $ 2,391 Lease liability 668 $ 737 Stock option expense 670 $ 176 Other accrued expenses 276 $ 258 Fixed assets 17 $ 29 Total deferred tax assets $ 10,625 $ 4,202 Deferred tax liabilities: ROU assets $ ( 628 ) $ ( 722 ) Intangible assets ( 467 ) ( 752 ) Total deferred tax liabilities $ ( 1,095 ) $ ( 1,474 ) Valuation allowance $ 9,530 $ 2,728 Net deferred taxes $ — $ — The federal and state income tax provision (benefit) is summarized as follows (in thousands): Year Ended December 31, 2022 December 31, 2021 Current Federal $ ( 191 ) $ 123 State ( 27 ) $ 44 International 95 26 Total current tax expense ( 123 ) 193 Deferred Federal — — State — — International — — Total deferred tax expense $ — $ — Total tax (benefit) expense $ ( 123 ) $ 193 ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is "more likely than not." Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. Because of the Company's recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. The valuation allowance increased by $ 6,803,000 and $ 1,026,000 for the year ended December 31, 2022 and 2021, respectively. Net operating losses and tax credit carryforwards as of December 31, 2022 are as follows: Amount Expiration Years Net operating losses, federal (post December 31, 2017) $ 15,098 Do not expire Net operating losses, federal (pre January 1, 2018) 3,286 2023 to 2037 Net operating losses, state 22,360 2021 to 2042 Tax credits federal 46 2040 Tax credits, state 175 Do not expire Net operating losses, foreign 10,206 Do not expire The effective tax rate of the company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2022 December 31, 2021 Statutory rate 21.00 % 21.00 % State tax 2.83 % 10.00 % Permanent differences ( 0.07 )% ( 0.23 )% Changes in valuation allowance ( 9.82 )% ( 38.82 )% Change in foreign tax rate 0.30 % — % Impairment of goodwill ( 11.84 )% — % Foreign tax rate differential 0.04 % 3.14 % General intangible low tax income ( 1.77 )% ( 5.97 )% Prior period and other adjustments 1.28 % 3.54 % Unrealized gain on convertible note ( 1.28 )% — % Total 0.67 % ( 7.34 )% In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Tax Act. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The Company elected to treat any potential GILTI inclusions as a period cost. The Company is subject to tax in the U.K. and Israel and is subject to audit by tax authorities in the U.K. and Israel for which returns are subject to examination for various years dependent on the jurisdiction.

Segment Information

Segment Information	12 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
Segment Information	Note 21. Segment Information The Company has three reportable segments as of December 31, 2022. Prior to the Business Combination, GWW operated as two operating segments but aggregated its results into one reportable segment based on similarity in economic characteristics, other qualitative factors and the objectives and principals of ASC 280, Segment Reporting . The following data presents the revenues, expenditures and other operating data of the Company’s operating segments for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 Year Ended December 31, 2021 Description Precision Electronic Solutions Power Electronics & Display RF Solutions Total Precision Electronic Solutions Power Electronics & Display RF Solutions Total Revenue $ 13,950 $ 10,175 $ 6,130 $ 30,255 $ 10,932 $ 7,854 $ 6,794 $ 25,580 Cost of revenue 10,632 6,651 4,497 21,780 7,419 5,361 4,451 $ 17,231 Gross profit 3,318 3,524 1,633 8,475 3,513 2,493 2,343 8,349 Operating expenses 6,686 4,022 3,684 14,392 4,316 3,629 3,395 11,340 Impairment of goodwill 10,459 — — 10,459 — — — — Other (expense) income, net ( 1,781 ) ( 26 ) ( 358 ) ( 2,165 ) ( 83 ) 23 381 321 Loss from continuing operations before income taxes ( 15,608 ) ( 524 ) ( 2,409 ) ( 18,541 ) ( 886 ) ( 1,113 ) ( 671 ) ( 2,670 ) Assets (at period end) 20,076 8,316 10,562 38,954 16,614 7,308 9,983 33,905

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 22. Subsequent Events On January 11, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) with two accredited investors (the “Lenders”) pursuant to which the Company sold to the Lenders $ 3.3 million 10% original issue discount Senior Secured Convertible Notes (the “Notes”) and five-year Warrants to purchase shares of common stock, no par value for total gross proceeds of $ 3,000,000 . The net proceeds shall be used primarily for working capital. The Notes are secured by the assets of the Company pursuant to a Security Agreement entered into for such purpose, and are senior to the indebtedness payable to Ault and Ault Lending, pursuant to a Subordination Agreement entered into in connection with the SPA. The Notes mature on the earlier of (i) nine months from the issuance date, or October 11, 2023 , or (ii) completion of the uplist transaction pursuant to which the Company’s common stock becomes listed for trading on a national securities exchange operated by The Nasdaq Stock Market or the New York Stock Exchange (an “Uplist Transaction”). The Notes accrue interest at a rate of 6 % per annum payable monthly, which increases to 18 % upon an event of default. In addition, under the Notes upon an event of default the Company is required to pay 20 % of its consolidated revenues monthly on each interest payment date in reduction of the principal amount of the Notes then outstanding. The Notes provide for certain events of default which include failure of the Uplist Transaction to occur by the maturity date, failure to maintain effectiveness of the registration statement under the Registration Rights Agreement (as described below), suspension of trading of the Company’s common stock for five consecutive trading days, failure to timely deliver shares issuable upon conversion of the Notes or exercise of the Warrants, failure to timely make payments under the Notes, default under other indebtedness, and certain other customary events of default, subject to certain exceptions and limitations. Upon an event of default, the holders will have the right to require the Company to prepay the Notes at a 125 % premium. Further, upon a bankruptcy event of default or a change of control event, the Company will be required to prepay the Notes at a premium. If the conversion price falls below $ 0.25 , the Company may also elect to prepay the notes at a 125 % premium. Pursuant to the Notes, upon an event of default one of the investors is entitled to cause Jonathan Read, the Chief Executive Officer and a director of the Company, to resign from his positions with the Company. Mr. Read executed and delivered to the investor an undated letter of resignation to that effect, which the investor may cause to be dated and released upon the occurrence of an event of default. The Notes are convertible upon the earlier of the Uplist Transaction and an event of default at a conversion price equal to the greater of (a) 90 % of the lowest volume weighted average price (“VWAP”) for the 10 trading days prior to the conversion date and (b) $ 0.25 per share, subject to adjustment including downward adjustment upon any dilutive issuance of securities. Each holder’s conversion is subject to a 4.99 % beneficial ownership limitation which may be increased to 9.99 % on 61 days’ notice from the holder. The Notes contain customary restrictive covenants including covenants against incurring new indebtedness or liens, changing the nature of its business, transfers of assets, transactions with affiliates, and issuances of securities, subject to certain exceptions and limitations. The Company repaid its existing line of credit with Western Alliance Bank which had an existing balance of approximately $ 59,000 . Under the Notes the Company can enter into a factoring agreement of $ 2 million using the Company’s accounts receivable as collateral. The Warrants entitle the holders to purchase a total of 1,666,666 shares of common stock for a five-year period from issuance, at an exercise price determined as follows: (i) beginning on the issuance date and for a period of 90 days thereafter, $0.78, (ii) if the Uplist Transaction has occurred as of the date of exercise, the lower of (A) $0.78 and (B) 110% of the per share offering price to the public in the Uplist Transaction, and (iii) if neither of (i) and (ii) apply, the lower of (A) $0.78 and (B) 90% of the lowest VWAP for the 10 trading days prior to the date of the exercise, subject to adjustment including downward adjustment upon any dilutive issuance of securities. If the Uplist Transaction is not completed prior to the maturity date of the Notes, the number of shares of common stock that may be purchased upon exercise of the Warrants will be doubled, without an adjustment to the exercise price. Each holder’s exercise is subject to a 4.99 % beneficial ownership limitation which may be increased to 9.99 % on 61 days’ notice from the holder. The Warrants may be exercised cashlessly if the registration statement covering the resale of the shares of common stock issuable upon exercise is not effective as required under the Registration Rights Agreement. The SPA, Warrants and Notes require a reserve of authorized but unissued shares of common stock initially equal to approximately 15,000,000 shares of common stock, subject to reduction as the Notes and Warrants are converted and exercised, respectively. Spartan Capital Securities, LLC (the “Placement Agent”) served as placement agent in the offering and received a cash commission in the amount of 8 % of the gross proceeds, or $ 240,000 . In addition, we have agreed to pay the Placement Agent an expense allowance of $ 30,000 . Furthermore, we agreed to issue the Placement Agent five-year warrants (the “Placement Agent Warrants”) to purchase a number of shares of common stock equal to 8 % of the total number of shares of common stock underlying the Notes and Warrants sold in the offering, or 1,200,000 shares. The Placement Agent Warrants have an exercise price of 110 % of the Warrant exercise price. Under the SPA the Company reimbursed the Buyers a total of $ 60,000 out of the proceeds from the offering for fees and expenses incurred in connection therewith. In connection with the SPA, the Company entered into a Registration Rights Agreement pursuant to which it agreed to register the resale by the Buyers of the common stock issuable upon conversion of the Notes and Warrants. Pursuant to the Registration Rights Agreement, the initial registration statement on Form S-1 must be filed 30 days after the Notes become convertible, and to cause the registration statement to be declared effective within 90 days thereafter, subject to certain limitations and exceptions. The Lenders required us to terminate the Financing Agreement as a condition of lending us the $ 3 million and our issuance of the Notes. In early January 2023 the Company executed a reduction in force benefiting from the synergies of its two US operation and incurred nominal termination costs as a result. On January 31, 2023, the Company entered into a Termination and Release Agreement (“Agreement”) with John Regazzi, in which Mr. Regazzi resigned as a full-time employee and officer of the Company, effective immediately. Mr. Regazzi remains a director of the Company. Pursuant to the Agreement, the Company has paid or agreed to pay Mr. Regazzi (i) $ 17,500 in unpaid expenses, (ii) $ 82,266 in unpaid deferred salary, (iii) $ 100,000 in an unpaid bonus related to the acquisition of GWW payable in essentially equal installments over an 18-month commencing in January 2024, (iv) $ 325,000 in retirement compensation payable over an 18-month period commencing in January 2024, and (v) COBRA reimbursement until such time as he can transition to Medicare. Mr. Regazzi is remaining as a part-time employee though June 30, 2025 at a rate of $ 125 per hour and will be paid the $ 36,000 he is owed for paid time-off over next 12 months ending on January 31, 2024. On February 13, 2023, the company filed an S-1 registration statement for Ault Alliance, Inc. to distribute shares of common stock of the Company on a pro rata basis to the holders of Ault common stock. On March 6, 2023, Ault provided to the Company $ 249,500 towards the outstanding balance of the Secured Note (see Note 13. Notes Payable, Related Parties, net) On March 24, 2023, Ault provided to the Company $ 31,930 towards the outstanding balance of the Secured Note (see Note 13. Notes Payable, Related Parties, net) On April 6, 2023, Ault provided to the Company $ 250,000 towards the outstanding balance of the Secured Note (see Note 13. Notes Payable, Related Parties, net) On April 7, 2023, Ault provided to the Company $ 103,000 towards the outstanding balance of the Secured Note (see Note 13. Notes Payable, Related Parties, net) On April 21, 2023, Ault provided to the Company $ 50,000 towards the outstanding balance of the Secured Note (see Note 13. Notes Payable, Related Parties, net) On April 21, 2023 Will Horne and Lutz Henckels each provided to the Company a $ 50,000 loan at zero percent interest. The notes are due on May 15, 2023 . On May 11, 2023, Ault provided to the Company $150,000 towards the outstanding balance of the Secured Note (see Note 13. Notes Payable, Related Parties, net)

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).
Principles of Consolidation	Principles of Consolidation The Acquisition is accounted for as a reverse recapitalization with GWW being the accounting acquirer and GIGA being the acquired company for accounting purposes. All historical financial information presented in the consolidated financial statements represents the accounts of GWW and its wholly owned and majority owned subsidiaries. The consolidated financial statements after completion of the Acquisition will include the assets and liabilities and operations of GIGA and its subsidiaries from the Closing Date of the Acquisition. All intercompany transactions and balances have been eliminated. The shares and net loss per common share prior to the merger have been retroactively restated as shares reflecting the exchange ratio established in the merger.
Change in Fiscal Year	Change in Fiscal Year As a result of the Acquisition, the Company changed our fiscal year-end from March 25, 2023 to December 31, 2022, effective September 8, 2022.
Accounting Estimates	Accounting Estimates The preparation of financial statements, in conformity with GAAP, requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include valuations of the assets and liabilities acquired in the business combination, valuation of convertible notes, reserves for inventories, accruals of certain liabilities, useful lives and the recoverability of long-lived assets and impairment analysis of goodwill.
Reclassifications	Reclassifications Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations. The impact on any prior period disclosures was immaterial.
Business Combinations	Business Combinations The Company allocates the purchase price of an acquired business to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. Acquired customer relations, developed technology and tradenames are recognized at fair value. The purchase price allocation process requires management to make significant estimates and assumptions as of the acquisition date with respect to intangible assets. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. The Company includes the results of operations of the business that it has acquired in its consolidated results prospectively from date of acquisition. Direct transaction costs associated with the business combination are expensed as incurred.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board (”FASB”) issued Accounting Standards Codification (”ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 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: • Step 1: Identify the contract with the customer, • Step 2: Identify the performance obligations in the contract, • Step 3: Determine the transaction price, • Step 4: Allocate the transaction price to the performance obligations in the contract, and • Step 5: Recognize revenue when the company satisfies a performance obligation. Sales of Products The Company enters into contracts directly with its customers and generates revenues from the sale of its products through a direct and indirect sales force. The Company’s performance obligations to deliver products are satisfied at the point in time when products are received by the customer, which is when the customer obtains control over the goods. The Company provides standard assurance warranties, which are not separately priced, that the products function as intended. The Company primarily receives fixed consideration for sales of product. Some of the Company’s contracts with distributors include stock rotation rights after six months for slow moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC606-10-50-14(a) of not disclosing information about its remaining performance obligations. Manufacturing Services The Company’s principal business is providing manufacturing services in exchange primarily for fixed fees. For manufacturing services, which include revenues generated by Enertec, Microsource and Microphase and in certain instances revenues generated by Gresham Power, the Company’s performance obligation for manufacturing services is satisfied over time as the Company creates or enhances an asset based on criteria that are unique to the customer and that the customer controls as the asset is created or enhanced. Generally, the Company recognizes revenue based upon proportional performance over time using a cost-to-cost method which measures progress based on the costs incurred to total expected costs in satisfying its performance obligation. This method provides a depiction of the progress in providing the manufacturing service because there is a direct relationship between the costs incurred by the Company and the transfer of the manufacturing service to the customer. Manufacturing services are recognized based upon the proportional performance method as services transferred over time and to the extent the customer has not been invoiced for these revenues, as accrued revenue in the accompanying consolidated balance sheets. Revisions to the Company’s estimates may result in increases or decreases to revenues and income and are reflected in the consolidated financial statements in the periods in which they are first identified. The Company has elected the practical expedient in ASC 606-10-50-14(a) to not adjust the promised amount of consideration for the effects of a significant financing component to the extent that the period between when the Company transfers its promised good or service to the customer and when the customer pays in one year or less.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying amount of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company individually reviews all accounts receivable balances and based upon an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company estimates the allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered past-due based on its contractual terms. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. Based on an assessment of the collectability of accounts receivable as of December 31, 2022 and 2021, an allowance was provided for doubtful accounts of $ 64,000 and $ 54,000 , respectively.
Accrued Revenue	Accrued Revenue Manufacturing services that are recognized as revenue based upon the proportional performance method are considered revenue based on services transferred over time and to the extent the customer has not been invoiced for these revenues, are recorded as accrued revenue in the accompanying consolidated balance sheets. As of December 31, 2022 and December 31, 2021, accrued revenue was $ 2.5 million and $ 2.3 million, respectively.
Fair Value of Financial Instruments	Fair value of Financial Instruments In accordance with ASC No. 820, Fair Value Measurements and Disclosures , fair value is defined as the exit price, or the amount that would be received for the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs include those that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or model-derived valuations. All significant inputs used in our valuations are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include quoted prices that were adjusted for security-specific restrictions which are compared to output from internally developed models such as a discounted cash flow model. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments carried at cost, including cash and cash equivalents and accounts receivables, approximate their fair value due to the short-term maturities of such instruments. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Foreign Currency Translation	Foreign Currency Translation A substantial portion of the Company’s revenues are generated in U.S. dollars (“U.S. dollar”). In addition, a substantial portion of the Company’s costs are incurred in U.S. dollars. Company management has determined that the U.S. dollar is the functional currency of the primary economic environment in which it operates. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with ASC 830, Foreign Currency Matters (“ASC 830”). All transaction gains and losses from the re-measurement of monetary balance sheet items are reflected in the statements of operations as financial income or expenses as appropriate. The financial statements of Relec, Gresham Power and Enertec, whose functional currencies have been determined to be their local currencies, the British Pound (“GBP”), and the New Israeli Shekel (“ILS”), respectively, have been translated into U.S. dollars in accordance with ASC 830. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statement of operations amounts have been translated using the average exchange rate in effect for the reporting period. The resulting translation adjustments are reported as other comprehensive income (loss) in the consolidated statement of operations and comprehensive (loss) income and as accumulated comprehensive loss in the consolidated statement of changes in stockholders’ equity.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Cash is maintained in checking accounts, money market funds and certificates of deposits with reputable financial institutions in banks in the U.S., UK and Israel. Such deposits in the United States may exceed the U.S. Federal Deposit Insurance Corporation insurance limits and are not insured in other jurisdictions. The Company had total cash of $ 2,195,000 and $ 1,599,000 at December 31, 2022 and December 31, 2021, respectively, with $ 1,473,000 and $ 933,000 in the United Kingdom (“U.K.”), respectively and $ 631,000 and $ 61,000 in Israel, respectively. The Company has not experienced any losses on deposits of cash and cash equivalents.
Inventories	Inventories Inventories are stated at the lower of cost or net realizable value. Inventory write-offs are provided to cover risks arising from technological obsolescence as the Company’s products are mostly original equipment manufactured for its clients. Cost of inventories is determined as follows: • Raw materials, parts and supplies—using the “first-in, first-out” method. • Work-in-progress and finished products—using the “first-in, first-out” method on the basis of direct manufacturing costs with the addition of indirect manufacturing costs. The Company periodically assesses its inventories valuation in respect of obsolete items by reviewing revenue forecasts and technological obsolescence and moving such items into a reserve allowance for obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the time of the review was not expected to be sold, is written off.
Property and Equipment, Net	Property and Equipment, Net We record property and equipment at cost, less accumulated depreciation. Acquisitions and improvements are capitalized, and maintenance and repairs are expensed as incurred. As we dispose of assets, we remove the cost and related accumulated depreciation from the accounts, and any resulting gain or loss is included within loss on disposal or impairment of assets, net. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the assets, at the following rates: Assets Useful Lives (In Years) Computer software and office and computer equipment 3 - 5 Machinery and equipment, automobile, furniture and fixtures 5 - 10 Leasehold improvements Over the term of the lease or life of the asset, whichever is shorter
Goodwill and Indefinite-Lived Intangible Assets	Goodwill and Indefinite-Lived Intangible Assets Goodwill has a carrying value of $ 9.1 million and $ 9.8 million at December 31, 2022 and 2021, respectively. Indefinite-lived intangible assets, which consist of the Company’s acquired trademarks, have a carrying value of $ 1.5 million at December 31, 2022 and 2021. Goodwill and indefinite-lived intangible assets are not amortized but are assessed annually for impairment as of December 31, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset below its carrying value. Goodwill represents the excess purchase price over the fair value of the net assets acquired. When conducting annual or interim impairment assessments, if applicable, a two-step process is used. First, an optional qualitative evaluation is performed as to whether it is more likely than not that the fair value of the Company's each reporting unit is less than its carrying value, using an assessment of relevant events and circumstances. In performing this assessment, the Company is required to make assumptions and judgments including, but not limited to, an evaluation of macroeconomic conditions as they relate to the business, industry and market trends, as well as the overall future financial performance of the reporting unit. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no additional tests are performed. However, if the Company concludes otherwise or elects not to perform the qualitative assessment, the Company performs a second step consisting of a quantitative assessment of goodwill impairment. This assessment requires the Company to compare the fair value of its reporting unit with its carrying value. If the carrying amount exceeds the fair value, an impairment charge will be recognized. In performing this assessment, the Company is required to make assumptions and judgments including, but not limited to, financial projections, discount rate, and future market conditions. See Note 9 —Goodwill for further information on valuation methodology and impairment of goodwill during the year ended December 31, 2022. For indefinite-lived intangible assets with indefinite lives, the Company has the option to first assess qualitative factors of the indefinite-lived intangible assets. If the result of a qualitative test indicates that it is more likely that not that the asset is impaired a quantitative test is performed. When a quantitative test is performed, the estimated fair value of an asset is compared to its carrying value. If the carrying value of such asset exceeds its estimated fair value, an impairment charge is recorded for the difference between the carrying value and the estimated fair value. No impairment charges related to Indefinite-lived intangible assets were recognized during the years ended December 31, 2022 or 2021.
Intangible Assets	Intangible Assets The Company records intangible assets subject to amortization at fair value at the date of acquisition . The Company has trademarks which were determined to have an indefinite life. Intangibles with definite lives consist of Customer relationships, which are amortized on a straight line bases over their estimated useful lives from 10 - 14 years. The Company reviews intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets might not be recoverable. The factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. When an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows.
Long-Lived Assets	Long-Lived Assets The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, Property, Plant, and Equipment, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted expected future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by comparing the amount by which the carrying amount of the assets to their fair value.
Note Payable	Note Payable The Company has elected to record certain notes payable at fair value on the date of issuance, with gains and losses arising from changes in fair value recognized in the consolidated statements of operations at each period end while such notes payable are outstanding. Issuance costs are recognized in the consolidated statement of operations in the period in which they are incurred. The fair value of the notes payable was determined using a probability weighted expected return model, a scenario-based valuation model in which discrete future outcome scenarios for the Company are projected and discounted to present value (See Note 13. Notes payable, related party, net).
Warranty	Warranty The Company offers a warranty period of twelve months for all its manufactured products. The Company estimates the costs that may be incurred under its warranty and records a warranty liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company’s warranty liability include the number of units sold, historical rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amount, as necessary.
Contingencies	Contingencies The Company is periodically involved in litigation arising from other matters in the ordinary course of business. The Company is regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences. Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts. The Company records a liability when it believes that it is probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the reasonably possible loss. The Company evaluates developments in its legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and makes adjustments as appropriate. Significant judgment is required to determine both likelihood of there being and the estimated amount of a loss related to such matters.
Income Taxes	Income Taxes The Company determines its income taxes under the asset and liability method in accordance with FASB (“ASC No. 740”), Income Taxes , which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal 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 the Consolidated Statements of Operations and Comprehensive Loss in the period that includes the enactment date. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. To the extent that the final tax outcome of these matters is different than the amount recorded, such differences impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. ASC No. 740 also requires management to evaluate tax positions taken by the Company and recognize a liability if the Company has taken uncertain tax positions that more likely than not would not be sustained upon examination by applicable taxing authorities. Management of the Company has evaluated tax positions taken by the Company and has concluded that as of December 31, 2022 and December 31, 2021, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability that would require disclosure in the financial statements.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation ( “ASC 718” ). Under ASC 718: • the Company recognizes stock-based expenses related to stock option awards on a straight-line basis over the requisite service period of the awards, which is generally the vesting term of two to four years , • the expected term assumption, using the simplified method, reflects the period for which the Company believes the option will remain outstanding, • the Company determines the volatility of its stock by looking at the historic volatility of its stock estimated over the expected term of the stock options , and • the risk-free rate reflects the U.S. Treasury yield for a similar expected life instrument in effect at the time of the grant. The Company uses the Black-Scholes option pricing model for determining the estimated fair value for stock-based awards. The Black-Scholes model requires the use of assumptions which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock. Forfeitures are accounted for as they occur.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and trade receivables. Trade receivables of the Company and its subsidiaries are mainly derived from sales to customers located primarily in the U.S., Europe and Israel. The Company performs ongoing credit evaluations of its customers and to date has not experienced any material losses. An allowance for doubtful accounts is determined with respect to those amounts that the Company have determined to be doubtful of collection. The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: Year Ended Year Ended Segment December 31, 2022 % of Total Revenue December 31, 2021 % of Total Revenue Customer A $ 7,408 24 % $ 6,788 27 % Customer B 3,775 12 % 7,492 29 % Customer C 3,769 12 % 10,803 42 % As of December 31, 2022, one customer accounted for 31 % of our total gross accounts receivable. As of December 31, 2021, one customer accounted for 49 % of our total gross accounts receivable.
Net Loss per Share	Net Loss per Share Basic net loss per common share is computed using the weighted average number of common shares outstanding during the period. Diluted Earnings per Share (”EPS”) incorporates the incremental shares issuable upon the assumed exercise of stock options and warrants using the treasury stock method. Anti-dilutive securities are not included in the computation of diluted EPS
Comprehensive Loss	Comprehensive Loss The Company reports comprehensive loss in accordance with ASC 220, Comprehensive Income . This statement establishes standards for the reporting and presentation of comprehensive loss and its components in a full set of general purpose financial statements. Comprehensive loss generally represents all changes in equity during the period except those resulting from investments by, or distributions to, stockholders.
Leases	Leases The Company accounts for its leases under ASC 842, Leases . Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases. Operating leases are recognized as Right-of-use (“ROU”) assets, Operating lease liability, current, and Operating lease liability, non-current on our consolidated balance sheets. Lease assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. In certain of our lease agreements, we receive rent holidays and other incentives. We recognize lease costs on a straight-line basis over the lease term without regard to deferred payment terms, such as rent holidays, that defer the commencement date of required payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the remaining life of the lease, without assuming renewal features, if any, are exercised. We elected the practical expedient in ASC 842 and do not separate lease and non-lease components for our leases.
Recent Accounting Standards	Recent Accounting Standards In November 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-10, “ Government Assistance (Topic 832),” which requires annual disclosures that increase the transparency of transactions involving government grants, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements. The amendments in this update are effective for financial statements issued for annual periods beginning after December15, 2021 . The adoption of ASU 2021-10 did no t have a significant impact on the Company’s consolidated financial statements . In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ,” which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “ Revenue from Contracts with Customers .” The guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. The guidance should be applied prospectively to acquisitions occurring on or after the effective date. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, “Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.” The guidance became effective for the Company on January 1, 2022 . The Company adopted the guidance on January 1, 2022, and has concluded the adoption did no t have a material impact on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. ASU 2020-06 also simplifies the diluted net income per share calculation in certain areas. The amendments in ASU 2020-06 are effective for smaller reporting companies as defined by the SEC for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Effective January 1, 2022 , the Company early adopted ASU 2020-06 using the modified retrospective approach, which resulted in no impact on its consolidated financial statements. In January 2017, FASB issued Accounting Standards Update (ASU) 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminated the calculation of implied goodwill fair value. Instead, companies will record an impairment charge based on the excess of a reporting unit’s carrying amount of goodwill over its fair value. The Company has not elected to early adopt the provisions of ASU 2017-04. If early adoption had been selected, the goodwill impairment recorded and analysis performed at December 31, 2022 would have been materially different given that one of the reporting units had negative carrying value. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses”, (“ASU No. 2016-13”) to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. This guidance is effective for the Company beginning on January 1, 2023, with early adoption permitted. The Company does not expect that the adoption of this standard will have a significant impact on its consolidated financial statements and related disclosures

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Estimated Useful Lives of Assets	Depreciation expense is calculated using the straight-line method over the estimated useful lives of the assets, at the following rates: Assets Useful Lives (In Years) Computer software and office and computer equipment 3 - 5 Machinery and equipment, automobile, furniture and fixtures 5 - 10 Leasehold improvements Over the term of the lease or life of the asset, whichever is shorter
Percentage of Total Revenues Attributable to Single Customer from Which 10% or More of Total Revenues	The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: Year Ended Year Ended Segment December 31, 2022 % of Total Revenue December 31, 2021 % of Total Revenue Customer A $ 7,408 24 % $ 6,788 27 % Customer B 3,775 12 % 7,492 29 % Customer C 3,769 12 % 10,803 42 %

Revenue Disaggregation (Tables)

Revenue Disaggregation (Tables)	12 Months Ended
	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregated Revenues	The Company’s disaggregated revenues are comprised of the following (In thousands): Year Ended Category December 31, 2022 December 31, 2021 Primary Geographical Markets North America $ 7,317 $ 6,788 Europe 9,907 7,492 Middle East 12,520 10,802 Other 511 498 Total revenue $ 30,255 $ 25,580 Major Goods RF/microwave filters $ 5,070 $ 4,905 Detector logarithmic video amplifiers 1,060 1,888 Power supply units and systems 11,605 7,854 Healthcare diagnostic systems 4,073 794 Defense systems 8,447 10,139 Total revenue $ 30,255 $ 25,580 Timing of Revenue Recognition Goods transferred at a point in time $ 18,430 $ 13,824 Services transferred over time 11,825 11,756 Revenue from contracts with customers $ 30,255 $ 25,580

Inventories, Net (Tables)

Inventories, Net (Tables)	12 Months Ended
	Dec. 31, 2022
Inventory Disclosure [Abstract]
Schedule of Inventories, Net	Inventories, net, are comprised of the following (In thousands): As of Category December 31, 2022 December 31, 2021 Raw materials $ 2,758 $ 1,771 Work-in-progress 3,186 1,115 Finished goods 1,751 1,320 Total $ 7,695 $ 4,206

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment, Net	Property and Equipment, net, are comprised of the following (In thousands): As of Category December 31, 2022 December 31, 2021 Machinery and equipment $ 6,912 $ 1,804 Computer, software and related equipment 1,858 700 Office furniture and equipment 270 667 Leasehold improvements 1,878 1,338 10,918 4,509 Less: accumulated depreciation and amortization ( 8,678 ) ( 2,457 ) Property and equipment, net $ 2,240 $ 2,052

Business Combination (Tables)

Business Combination (Tables)	12 Months Ended
	Dec. 31, 2022
Business Combinations [Abstract]
Summary of Purchase Price Allocation	The purchase price allocation is as follows (In thousands): Allocation of purchase price: Amount Common stock exchanged $ 4,055 Fair value of GIGA equity awards 349 Cash consideration paid to existing preferred stockholders 3,794 Total consideration $ 8,198 Identifiable net assets acquired (liabilities assumed) Cash $ 107 Trade accounts receivables 536 Inventories 2,529 Prepaid expenses 116 Accrued revenue 363 Property and equipment 331 Right-of-use asset 370 Other long-term assets 269 Accounts payable ( 2,831 ) Loans payable, net of discounts and issuance costs ( 1,687 ) Accrued payroll and benefits ( 1,488 ) Lease obligations ( 491 ) Other current liabilities ( 368 ) Other non-current liabilities ( 17 ) Net assets acquired ( 2,261 ) Goodwill $ 10,459
Summary of Unaudited Pro Forma Financial Information	The following table represents the unaudited consolidated proforma results of operations for the year ended December 31, 2022 and December 31, 2021, as if the acquisition occurred on January 1, 2021. Proforma, unaudited (In thousands) Gresham Giga-tronics Proforma Proforma Year ended December 31, 2022 Worldwide, Inc. Adjustments Unaudited Net Sales $ 28,825 $ 5,651 $ — $ 34,476 Cost of Sales 20,227 5,151 — 25,378 Operating expenses 12,136 18,426 — 30,562 Other expense 987 1,276 — 2,263 Income tax benefit 123 — — 123 Net gain attributable to non-controlling interest 680 — 680 Net loss attributable to common stockholders $ ( 3,722 ) $ ( 19,202 ) $ — $ ( 22,924 ) Basic and diluted loss per common share $ ( 1.27 ) $ ( 6.90 ) $ — $ ( 4.02 ) Weighted average shares outstanding 2,920 2,782 — 5,702 Proforma, unaudited (In thousands) Gresham Giga-tronics Proforma Proforma Year ended December 31, 2021 Worldwide, Inc. Adjustments Unaudited Net Sales $ 25,580 $ 10,319 $ — $ 35,899 Cost of Sales 17,231 6,633 — 23,864 Operating expenses 11,340 5,944 — 17,284 Other income ( 321 ) 115 — ( 206 ) Income tax provision ( 193 ) — — ( 193 ) Net loss attributable to non-controlling interest ( 243 ) — ( 243 ) Net loss attributable to common stockholders $ ( 3,106 ) $ ( 2,373 ) $ — $ ( 5,479 ) Basic and diluted loss per common share $ ( 1.06 ) $ ( 0.85 ) $ — $ ( 0.96 ) Weighted average shares outstanding 2,920 2,782 — 5,702

Intangible Assets, Net (Tables)

Intangible Assets, Net (Tables)	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets, Net	Intangible assets, net, are comprised of the following (In thousands): Category Useful Life December 31, 2022 December 31, 2021 Trademark Indefinite life $ 1,493 $ 1,546 Customer relationships 10 - 14 years 3,825 4,201 5,318 5,747 Less: accumulated depreciation and amortization ( 1,842 ) ( 1,712 ) Intangible assets, net $ 3,476 $ 4,035
Schedule of Estimated Amortization Expense	The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter (In thousands): Fiscal Year December 31, 2022 2023 323 2024 323 2025 323 2026 323 2027 323 Thereafter 368 $ 1,983

Goodwill (Tables)

Goodwill (Tables)	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Changes in Goodwill	The following table summarizes the changes in our goodwill for the twelve months period ended December 31, 2022 and the year ended December 31, 2021 (In thousands) : Description Goodwill Balance as of January 1, 2021 $ 9,645 Effect of exchange rate changes 167 Balance as of December 31, 2021 9,812 Acquisition of GIGA on September 8, 2022 10,459 Impairment ( 10,459 ) Effect of exchange rate changes ( 758 ) Balance as of December 31, 2022 $ 9,054

Other Current Liabilities (Tabl

Other Current Liabilities (Tables)	12 Months Ended
	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Schedule of Other Current Liabilities	As of December 31, 2022 and 2021, other current liabilities consist of the following (In thousands): Category December 31, 2022 December 31, 2021 Accrued payroll and payroll taxes $ 2,401 $ 1,317 Deferred revenue 1,028 401 Warranty liability 51 47 Other accrued expense 774 130 Other current liabilities $ 4,254 $ 1,895

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Summary of Leases by Balance Sheet Category	The following table provides a summary of leases by balance sheet category as of December 31, 2022 and 2021 (In thousands): Description December 31, 2022 December 31, 2021 Operating right-of-use assets $ 3,940 $ 4,333 Operating lease liability - current $ 1,067 $ 659 Operating lease liability - non-current $ 3,014 $ 3,712
Components of Lease Expenses	The components of lease expenses for the years ended December 31, 2022 and 2021 were as follow (In thousands): Year Ended Year Ended December 31, 2022 December 31, 2021 Operating lease cost $ 1,125 $ 957
Summary of Other Information Related to Leases	The following table provides a summary of other information related to leases for the years ended December 31, 2022 and 2021 (In thousands): Year Ended Year Ended December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,135 $ 983 Right-of-use assets obtained in exchange of new operating lease liabilities 275 — Weighted-average remaining lease term - operating leases 5.6 years 8.8 years Weighted-average discount rate - operating leases 7 % 12 %
Maturity of Lease Liabilities under Non-cancellable Operating Leases	Maturity of lease liabilities under our non-cancellable operating leases as of December 31, 2022 are as follow (In thousands): Fiscal Year Operating leases 2023 $ 1,359 2024 938 2025 756 2026 516 2027 364 Thereafter 1,144 Total future minimum lease payments 5,077 Less: imputed interest ( 996 ) Present value of lease liabilities $ 4,081

Notes Payable (Tables)

Notes Payable (Tables)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Schedule of Notes Payable	Notes payable on December 31, 2022 and 2021, were comprised of the following (In thousands): December 31, 2022 December 31, 2021 Short-term bank credit $ 1,623 $ 949 Financed receivables 71 — Other short-term notes payable 425 12 Total notes payable 2,119 961 Less: current portion ( 1,797 ) ( 961 ) Notes payable - long-term portion $ 322 $ — S

Notes Payable, Related Partie_2

Notes Payable, Related Parties, Net (Tables)	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
Schedule of Notes Payable Related Parties, Net	Notes payable, related parties, net on December 31, 2022 and 2021, were comprised of the following (In thousands): Interest rate December 31, 2022 December 31, 2021 Senior Secured Convertible Note (2) 10.0 % $ 3,940 $ — Senior Secured Convertible Note (3) 10.0 % 6,068 — Notes payable, related parties, net $ 10,008 $ —

Related Party Transactions (Tab

Related Party Transactions (Tables)	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Schedule of Related Party Transactions	Ault allocated these costs as follows (In thousands): Years Ended December 31, 2022 December 31, 2021 Related party transactions $ 1,090 $ 1,390

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of Geographical Breakdown of Income/Loss before Provision for Income Tax	The following is a geographical breakdown of income/loss before the provision for income tax, for the years ended December 31, 2022 and 2021 (in thousands) Year Ended December 31, 2022 December 31, 2021 United States $ ( 19,150 ) $ ( 3,470 ) International 609 800 Total $ ( 18,541 ) $ ( 2,670 )
Schedule of Tax Effects of Significant Comprising Deferred Taxes	The tax effects of significant items comprising the Company’s deferred taxes as of December 31 are as follows (in thousands): Year Ended Deferred tax assets: December 31, 2022 December 31, 2021 Accrued compensation $ 247 $ 20 Allowance for doubtful accounts 1 $ 1 Inventory adjustments 1,654 $ 339 Unrealized gains/losses 233 $ 233 Other carryforwards 317 $ 18 Net operating loss carryforward 6,542 $ 2,391 Lease liability 668 $ 737 Stock option expense 670 $ 176 Other accrued expenses 276 $ 258 Fixed assets 17 $ 29 Total deferred tax assets $ 10,625 $ 4,202 Deferred tax liabilities: ROU assets $ ( 628 ) $ ( 722 ) Intangible assets ( 467 ) ( 752 ) Total deferred tax liabilities $ ( 1,095 ) $ ( 1,474 ) Valuation allowance $ 9,530 $ 2,728 Net deferred taxes $ — $ —
Schedule of Federal and State Income Tax Provision (Benefit)	The federal and state income tax provision (benefit) is summarized as follows (in thousands): Year Ended December 31, 2022 December 31, 2021 Current Federal $ ( 191 ) $ 123 State ( 27 ) $ 44 International 95 26 Total current tax expense ( 123 ) 193 Deferred Federal — — State — — International — — Total deferred tax expense $ — $ — Total tax (benefit) expense $ ( 123 ) $ 193
Schedule of Net Operating Losses and Tax Credit Carryforwards	Net operating losses and tax credit carryforwards as of December 31, 2022 are as follows: Amount Expiration Years Net operating losses, federal (post December 31, 2017) $ 15,098 Do not expire Net operating losses, federal (pre January 1, 2018) 3,286 2023 to 2037 Net operating losses, state 22,360 2021 to 2042 Tax credits federal 46 2040 Tax credits, state 175 Do not expire Net operating losses, foreign 10,206 Do not expire
Schedule of Effective Tax Rate for Income Taxes differs from Federal Statutory Rate	The effective tax rate of the company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2022 December 31, 2021 Statutory rate 21.00 % 21.00 % State tax 2.83 % 10.00 % Permanent differences ( 0.07 )% ( 0.23 )% Changes in valuation allowance ( 9.82 )% ( 38.82 )% Change in foreign tax rate 0.30 % — % Impairment of goodwill ( 11.84 )% — % Foreign tax rate differential 0.04 % 3.14 % General intangible low tax income ( 1.77 )% ( 5.97 )% Prior period and other adjustments 1.28 % 3.54 % Unrealized gain on convertible note ( 1.28 )% — % Total 0.67 % ( 7.34 )%

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	The following is a reconciliation of the numerators and denominators used in computing basic and diluted net loss per share: (In thousands except per share data) Year Ended December 31, 2022 December 31, 2021 Numerator: Net loss attributable to common stockholders $ ( 17,738 ) $ ( 3,106 ) Denominator: Basic weighted average shares outstanding 5,552 2,920 Effect of dilutive securities — — Diluted weighted-average shares 5,552 2,920 Net loss per share attributable to common stockholders, basic and diluted $ ( 3.20 ) $ ( 1.06 )
Schedule of Antidilutive Securities	The following table sets forth potential shares of common stock that are not included in the diluted net loss per share calculation above because to do so would be anti-dilutive for the periods indicated: Anti-dilutive securities (In thousands) December 31, 2022 December 31, 2021 Common shares issuable upon exercise of stock options 797 500 Common shares issuable on conversion of series F preferred stock 3,960 3,960 Common shares issuable upon exercise of warrants 2,299 — Restricted stock awards 250 250 Common shares issuable upon conversion of senior secured convertible notes 14,256 — Total 21,562 4,710

Segment Information (Tables)

Segment Information (Tables)	12 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
Schedule of Revenues, Expenditures and Other Operating Data of Company's Operating Segments	The following data presents the revenues, expenditures and other operating data of the Company’s operating segments for the years ended December 31, 2022 and 2021: Year Ended December 31, 2022 Year Ended December 31, 2021 Description Precision Electronic Solutions Power Electronics & Display RF Solutions Total Precision Electronic Solutions Power Electronics & Display RF Solutions Total Revenue $ 13,950 $ 10,175 $ 6,130 $ 30,255 $ 10,932 $ 7,854 $ 6,794 $ 25,580 Cost of revenue 10,632 6,651 4,497 21,780 7,419 5,361 4,451 $ 17,231 Gross profit 3,318 3,524 1,633 8,475 3,513 2,493 2,343 8,349 Operating expenses 6,686 4,022 3,684 14,392 4,316 3,629 3,395 11,340 Impairment of goodwill 10,459 — — 10,459 — — — — Other (expense) income, net ( 1,781 ) ( 26 ) ( 358 ) ( 2,165 ) ( 83 ) 23 381 321 Loss from continuing operations before income taxes ( 15,608 ) ( 524 ) ( 2,409 ) ( 18,541 ) ( 886 ) ( 1,113 ) ( 671 ) ( 2,670 ) Assets (at period end) 20,076 8,316 10,562 38,954 16,614 7,308 9,983 33,905

Description of Business - Addit

Description of Business - Additional Information (Details)		12 Months Ended
	Sep. 08, 2022 shares	Dec. 31, 2022 Divisions Subsidiaries
GWW [Member]
Percentage of acquired capital stock	100%
Number of shares issued upon conversion	3,960,043
Percentage of ownership of outstanding common stock, maximum	69.60%
Power Electronics & Displays [Member]
Number of subsidiaries | Subsidiaries		2
Precision Electronic Solutions [Member]
Number of subsidiaries | Subsidiaries		1
Number of division | Divisions		1
Series F Convertible Preferred Stock [Member] | GWW [Member]
Number of shares exchanged	514.8
Common Stock [Member] | GWW [Member]
Number of shares exchanged	2,920,085
Maximum [Member] | GWW [Member]
Share exchange agreement, number of shares of common stock	749,626

Going Concern and Management'_2

Going Concern and Management's Plan - Additional Information (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash and cash equivalents	$ 2,195,000	$ 1,599,000
Working capital	$ (5,800,000)

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details)		12 Months Ended
	Sep. 08, 2022 shares	Dec. 31, 2022 USD ($) Customer Segment	Dec. 31, 2021 USD ($) Customer	Dec. 31, 2020 USD ($)
Number of business segments | Segment		2
Allowance for doubtful accounts		$ 64,000	$ 54,000
Accrued revenue		2,479,000	2,283,000
Cash		2,195,000	1,599,000
Uncertain tax positions		$ 0	$ 0
Effective tax from continuing operations		0.67%	(7.34%)
Income tax (benefit) provision		$ (123,000)	$ 193,000
Federal statutory income tax rate		21%	21%
Goodwill		$ 9,054,000	$ 9,812,000	$ 9,645,000
Indefinite-lived intangible assets		5,318,000	5,747,000
Impairment charges		$ 0	$ 0
One Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]
Number of major customers | Customer		1	1
Concentration risk, percentage		31%	49%
Customer Relationships [Member]
Indefinite-lived intangible assets		$ 3,825,000	$ 4,201,000
Trademarks [Member]
Indefinite-lived intangible assets		1,493,000	1,546,000
United Kingdom (U.K) [Member]
Cash		1,473,000	933,000
Israel
Cash		$ 631,000	$ 61,000
GWW [Member]
Percentage of acquired capital stock	100%
Number of shares issued upon conversion | shares	3,960,043
Percentage of ownership of outstanding common stock, maximum	69.60%
Series F Convertible Preferred Stock [Member] | GWW [Member]
Number of shares exchanged | shares	514.8
Common Stock [Member] | GWW [Member]
Number of shares exchanged | shares	2,920,085
Accounting Standards Update 2021-10 [Member]
Change in accounting principle accounting standards update adopted		true
Change in accounting principle accounting standards update adoption date		Dec. 15, 2021
Change in accounting principle accounting standards update immaterial effect		true
ASU 2021-04 [Member]
Change in accounting principle accounting standards update adopted		true
Change in accounting principle accounting standards update adoption date		Jan. 01, 2022
Change in accounting principle accounting standards update immaterial effect		true
ASU 2020-06 [Member]
Change in accounting principle accounting standards update early adoption		true
Change in accounting principle accounting standards update adoption date		Jan. 01, 2022
Change in accounting principle accounting standards update immaterial effect		true
Minimum [Member]
Vesting Term		2 years
Minimum [Member] | Customer Relationships [Member]
Estimated useful life		10 years
Maximum [Member]
Vesting Term		4 years
Maximum [Member] | Customer Relationships [Member]
Estimated useful life		14 years

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies - Estimated Useful Lives of Assets (Details)	12 Months Ended
	Dec. 31, 2022
Computer Software and Office and Computer Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful Lives (In Years)	5 years
Computer Software and Office and Computer Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful Lives (In Years)	3 years
Machinery and Equipment, Automobile, Furniture and Fixtures [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful Lives (In Years)	10 years
Machinery and Equipment, Automobile, Furniture and Fixtures [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful Lives (In Years)	5 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Useful Lives	Over the term of the lease or life of the asset, whichever is shorter

Basis of Presentation and Sum_6

Basis of Presentation and Summary of Significant Accounting Policies - Percentage of Total Revenues Attributable to Single Customer from Which 10% or More of Total Revenues (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 30,255	$ 25,580
Customer A [Member] | Total Revenues [Member] | Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 7,408	$ 6,788
% of Total Revenue	24%	27%
Customer B [Member] | Total Revenues [Member] | Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 3,775	$ 7,492
% of Total Revenue	12%	29%
Customer C [Member] | Total Revenues [Member] | Customer Concentration Risk [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 3,769	$ 10,803
% of Total Revenue	12%	42%

Revenue Disaggregation - Schedu

Revenue Disaggregation - Schedule of Disaggregated Revenues (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	$ 30,255	$ 25,580
Goods transferred at a point in time
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	18,430	13,824
Services transferred over time
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	11,825	11,756
RF/microwave filters
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	5,070	4,905
Detector logarithmic video amplifiers
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	1,060	1,888
Power supply units and systems
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	11,605	7,854
Healthcare diagnostic systems
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	4,073	794
Defense systems
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	8,447	10,139
North America
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	7,317	6,788
Europe
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	9,907	7,492
Middle East
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	12,520	10,802
Other
Disaggregation of Revenue [Line Items]
Total revenue from contracts with customers	$ 511	$ 498

Inventories, Net - Schedule of

Inventories, Net - Schedule of Inventories, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 2,758	$ 1,771
Work-in-progress	3,186	1,115
Finished goods	1,751	1,320
Total	$ 7,695	$ 4,206

Property and Equipment, Net - P

Property and Equipment, Net - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 10,918	$ 4,509
Less: accumulated depreciation and amortization	(8,678)	(2,457)
Property and equipment, net	2,240	2,052
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	6,912	1,804
Computer, Software and Related Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,858	700
Office Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	270	667
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,878	$ 1,338

Property and Equipment, Net - A

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation and amortization expenses	$ 0.7	$ 0.5

Business Combination - Addition

Business Combination - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Sep. 08, 2022	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Cash consideration paid to existing preferred stockholders		$ 3,687	$ 0
Preliminary allocation of goodwill	$ 9,200
Offset to Trademark [Member]
Business Acquisition [Line Items]
Preliminary allocation of goodwill	1,000
Developed technologies [Member]
Business Acquisition [Line Items]
Preliminary allocation of goodwill	1,400
Customer Lists [Member]
Business Acquisition [Line Items]
Preliminary allocation of goodwill	3,900
Inventory [Member]
Business Acquisition [Line Items]
Preliminary allocation of goodwill	2,700
Other Assets [Member]
Business Acquisition [Line Items]
Preliminary allocation of goodwill	$ 200
Gresham Worldwide Inc [Member]
Business Acquisition [Line Items]
Percentage of acquired capital stock	100%
Number of shares issued upon conversion	3,960,043
Percentage of ownership of outstanding common stock, maximum	69.60%
Share exchange agreement, loaned amount	$ 4,200
Business acquisition, maturity date	Feb. 14, 2023
Fair value of purchase consideration	$ 8,200
Business combination common stock and prefunded warrants	4,000
Business acquisition, fair value of vested stock incentives	400
Cash consideration paid to existing preferred stockholders	$ 3,800
Gresham Worldwide Inc [Member] | Maximum [Member]
Business Acquisition [Line Items]
Share exchange agreement, number of shares of common stock	749,626
Common Stock [Member] | Gresham Worldwide Inc [Member]
Business Acquisition [Line Items]
Number of shares exchanged		2,920,000
Series F Convertible Preferred Stock [Member] | Gresham Worldwide Inc [Member]
Business Acquisition [Line Items]
Number of shares exchanged		514.8
Percentage of ownership of outstanding common stock, maximum	71.20%
Percentage of ownership of outstanding common stock, maximum, limit increase	19.99%
BitNile [Member] | Gresham Worldwide Inc [Member]
Business Acquisition [Line Items]
Business acquisition, interest rate	10%

Business Combination - Summary

Business Combination - Summary of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands		12 Months Ended
	Sep. 08, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Cash consideration paid to existing preferred stockholders		$ 3,687	$ 0
Identifiable net assets acquired (liabilities assumed)
Goodwill		$ 9,054	$ 9,812	$ 9,645
Gresham Worldwide Inc [Member]
Business Acquisition [Line Items]
Common stock exchanged	$ 4,000
Fair value of GIGA equity awards	400
Cash consideration paid to existing preferred stockholders	3,800
Total Consideration	8,200
GIGA [Member]
Business Acquisition [Line Items]
Common stock exchanged	4,055
Fair value of GIGA equity awards	349
Cash consideration paid to existing preferred stockholders	3,794
Total Consideration	8,198
Identifiable net assets acquired (liabilities assumed)
Cash	107
Trade accounts receivables	536
Inventories	2,529
Prepaid expenses	116
Accrued revenue	363
Property and equipment	331
Right-of-use asset	370
Other long-term assets	269
Accounts payable	(2,831)
Loans payable, net of discounts and issuance costs	(1,687)
Accrued payroll and benefits	(1,488)
Lease obligations	(491)
Other current liabilities	(368)
Other non-current liabilities	(17)
Net assets acquired	(2,261)
Goodwill	$ 10,459

Business Combination - Summar_2

Business Combination - Summary of Unaudited Pro Forma Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Net gain (loss) attributable to non-controlling interest	$ (18,418)	$ (2,863)
GWW [Member]
Business Acquisition [Line Items]
Net Sales	28,825	25,580
Cost of Sales	20,227	17,231
Operating expenses	12,136	11,340
Other expense (income)	987	(321)
Income tax benefit (Provision)	123	(193)
Net gain (loss) attributable to non-controlling interest	680	(243)
Net loss attributable to common stockholders	$ (3,722)	$ (3,106)
Basic loss per common share	$ (1.27)	$ (1.06)
Diluted loss per common share	$ (1.27)	$ (1.06)
Weighted average shares outstanding, basic	2,920	2,920
Weighted average shares outstanding, diluted	2,920	2,920
GIGA [Member]
Business Acquisition [Line Items]
Net Sales	$ 5,651	$ 10,319
Cost of Sales	5,151	6,633
Operating expenses	18,426	5,944
Other expense (income)	1,276	115
Net loss attributable to common stockholders	$ (19,202)	$ (2,373)
Basic loss per common share	$ (6.90)	$ (0.85)
Diluted loss per common share	$ (6.90)	$ (0.85)
Weighted average shares outstanding, basic	2,782	2,782
Weighted average shares outstanding, diluted	2,782	2,782
Proforma Unaudited [Member]
Business Acquisition [Line Items]
Net Sales	$ 34,476	$ 35,899
Cost of Sales	25,378	23,864
Operating expenses	30,562	17,284
Other expense (income)	2,263	(206)
Income tax benefit (Provision)	123	(193)
Net gain (loss) attributable to non-controlling interest	680	(243)
Net loss attributable to common stockholders	$ (22,924)	$ (5,479)
Basic loss per common share	$ (4.02)	$ (0.96)
Diluted loss per common share	$ (4.02)	$ (0.96)
Weighted average shares outstanding, basic	5,702	5,702
Weighted average shares outstanding, diluted	5,702	5,702

Intangible Assets, Net - Schedu

Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 5,318	$ 5,747
Less: accumulated depreciation and amortization	(1,842)	(1,712)
Intangible assets, net	$ 3,476	4,035
Trademark [Member]
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
Indefinite lived intangible asset, Useful life	Indefinite life
Intangible assets, gross	$ 1,493	1,546
Customer Relationships [Member]
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 3,825	$ 4,201
Customer Relationships [Member] | Minimum [Member]
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, Useful life	10 years
Customer Relationships [Member] | Maximum [Member]
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items]
Intangible assets, Useful life	14 years

Intangible Assets, Net - Additi

Intangible Assets, Net - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment charges	$ 0	$ 0
Amortization expense	$ 308,000	$ 375,000

Intangible Assets, Net - Sche_2

Intangible Assets, Net - Schedule Of Estimated Amortization Expense (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 323
2024	323
2025	323
2026	323
2027	323
Thereafter	368
Total estimated amortization expense	$ 1,983

Goodwill - Additional Informati

Goodwill - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Line Items]
Decrease in goodwill	$ (758,000)	$ 167,000
Impairment loss	(10,459,000)	$ 0
Giga-tronics
Goodwill [Line Items]
Impairment loss	$ (10,500,000)
Weighted average cost of capital discount rate percentage	17.50%

Goodwill - Schedule of Changes

Goodwill - Schedule of Changes in Goodwill (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, Beginning Balance	$ 9,812,000	$ 9,645,000
Acquisition of GIGA on September 8, 2022	10,459,000
Impairment	(10,459,000)	0
Effect of exchange rate changes	(758,000)	167,000
Goodwill, Ending Balance	$ 9,054,000	$ 9,812,000

Other Current Liabilities - Sch

Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Other Liabilities Disclosure [Abstract]
Accrued payroll and payroll taxes	$ 2,401	$ 1,317
Deferred revenue	1,028	401
Warranty liability	51	47
Other accrued expense	774	130
Other current liabilities	$ 4,254	$ 1,895

Leases - Additional Information

Leases - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Lessee, operating lease, remaining lease term	2 months
Lessee, operating lease, option to extend	some of which may include options to extend the leases perpetually
Lessee, operating lease, existence of option to extend	true
Lessee, operating lease, option to terminate	some of which may include options to terminate the leases within 1 year.
Lessee, operating lease, existence of option to terminate	true
Discount rate	7%	12%
Minimum [Member]
Lessee, Lease, Description [Line Items]
Lessee, operating lease, termination lease term	1 year
Maximum [Member]
Lessee, Lease, Description [Line Items]
Lessee, operating lease, remaining lease term	8 years 6 months

Leases - Summary of Leases by B

Leases - Summary of Leases by Balance Sheet Category (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating right-of-use assets	$ 3,940	$ 4,333
Operating lease liability, current	1,067	659
Operating lease liability, non-current	$ 3,014	$ 3,712

Leases - Components of Lease Ex

Leases - Components of Lease Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Lease, Cost [Abstract]
Operating lease costs	$ 1,125	$ 957

Leases - Summary of Other Infor

Leases - Summary of Other Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 1,135	$ 983
Right-of-use assets obtained in exchange of new operating lease liabilities	$ 275
Weighted-average remaining lease term - operating leases	5 years 7 months 6 days	8 years 9 months 18 days
Weighted-average discount rate - operating leases	7%	12%

Leases - Maturity of Lease Liab

Leases - Maturity of Lease Liabilities under Non-cancellable Operating Leases (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 1,359
2024	938
2025	756
2026	516
2027	364
Thereafter	1,144
Total future minimum lease payments	5,077
Less: imputed interest	(996)
Present value of lease liabilities	$ 4,081

Notes Payable - Schedule of Not

Notes Payable - Schedule of Notes Payable (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Total notes payables	$ 2,119,000	$ 961,000
Less: current portion	(1,797,000)	(961,000)
Notes payable - long-term portion	322,000
Short term bank credit [Member]
Short-Term Debt [Line Items]
Total notes payables	1,623,000	949,000
Financed Receivables [Member]
Short-Term Debt [Line Items]
Total notes payables	71,000
Other Short-term Notes Payable [Member]
Short-Term Debt [Line Items]
Total notes payables	425,000	$ 12,000
Less: current portion	$ (103,000)

Notes Payable - Additional Info

Notes Payable - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)	Apr. 21, 2023	Jan. 11, 2023 USD ($) Investor	Dec. 31, 2021 USD ($)
Line of Credit Facility [Line Items]
Notes payable	$ 2,119,000			$ 961,000
short-term notes outstanding	1,797,000			961,000
Notes payable - long-term portion	322,000
Enertec Short-term Bank Credit [Member]
Line of Credit Facility [Line Items]
Notes payable	$ 1,600,000			900,000
Interest rate, terms	interest, and is paid either on a monthly or weekly basis
Debt instrument, interest rate, stated percentage	6%
Short term bank credit [Member]
Line of Credit Facility [Line Items]
Notes payable	$ 1,623,000			949,000
Other Short-term Notes Payable [Member]
Line of Credit Facility [Line Items]
Notes payable	425,000			$ 12,000
short-term notes outstanding	$ 103,000
Senior Secured Convertible Notes [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Debt instrument, interest rate, stated percentage		0%
Securities Purchase Agreement [Member] | Senior Secured Convertible Notes [Member] | Subsequent Event [Member]
Line of Credit Facility [Line Items]
Number of accredited investors | Investor			2
Convertible notes			$ 3,300,000
Restated Financing Agreement [Member]
Line of Credit Facility [Line Items]
Advance rate, percent of invoices issued	85%
Line of credit facility, maximum borrowing capacity	$ 2,500,000
Debt instrument, interest rate, stated percentage	4.50%
Debt instrument, basis spread on variable rate	1%
Debt instrument, annual interest rate percentage	8.50%			5.50%
Debt instrument, fee amount	$ 14,700
Debt Instrument, Basis Spread in Case of Default	5%
Long-term line of credit, total	$ 71,000			$ 0

Notes Payable, Related Partie_3

Notes Payable, Related Parties, Net - Schedule of Notes Payable Related Parties, Net (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Related Party Transaction [Line Items]
Notes payable, related parties, net	$ 10,008
Senior Secured Convertible Note (2) [Member]
Related Party Transaction [Line Items]
Interest rate	10%
Notes payable, related parties, net	$ 3,940
Senior Secured Convertible Note (3) [Member]
Related Party Transaction [Line Items]
Interest rate	10%
Notes payable, related parties, net	$ 6,068

Notes Payable, Related Partie_4

Notes Payable, Related Parties, Net - Additional Information (Details)					12 Months Ended
	Dec. 31, 2024	Jan. 03, 2023 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Sep. 08, 2022 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Preferred stock redeemed value				$ 3,794,000
Gain (loss) on extinguishment of debt					$ 0	$ 447,000
Measurement Input, Volatility [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			1.273		1.273
Measurement Input, Risk Free Interest Rate [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			0.033		0.033
Measurement Input, Expected Term [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input term			5 months 4 days		5 months 4 days
PWERM [Member] | Measurement Input, Convertible Note Liability [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			0.825		0.825
PWERM [Member] | Measurement Input, Qualified or Non-qualified Financing [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			0		0
PWERM [Member] | Measurement Input Convertible Note [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			0.175		0.175
PWERM [Member] | Measurement Input, Conversion Price [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			3.25		3.25
PWERM [Member] | Measurement Input, Discount Rate [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			0.29		0.29
Chief Financial Officer [Member]
Debt Instrument [Line Items]
Preferred stock issued				246,000
Board of Directors [Member]
Debt Instrument [Line Items]
Preferred stock issued				$ 116,000
Convertible Note [Member]
Debt Instrument [Line Items]
Conversion price | $ / shares				$ 3.25
Convertible note, terms					The Convertible Note may not be converted to the extent the holder would, as a result of such conversion, beneficially own in excess of 4.99% of the Company’s common stock. The holder may increase this limit to 9.99% on 61 days’ notice to us
Beneficially own in excess, percentage				4.99%
Percentage of ownership of outstanding common stock, maximum, limit increase				9.99%
Debt instrument, event of default, description					The Convertible Note contains customary events of default (each an “Event of Default”). If an Event of Default occurs, interest under the Convertible Note will accrue at a rate of 18% per annum and the outstanding principal amount of the Convertible Note, plus accrued but unpaid interest, liquidated damages and other amounts owing with respect to the Convertible Note will become, at the Convertible Note holder’s election, immediately due and payable in cash.
Accrued interest rate in the event of default				18%
Maximum percentage of proceeds from offering				50%
Debt fair value				$ 4,392,000
Debt realized loss				1,092,000
Convertible debt			$ 5,484,000		$ 5,484,000
Convertible Note [Member] | Common Stock [Member]
Debt Instrument [Line Items]
Common stock issued at public or private offering				$ 5,000,000
Convertible Note [Member] | Minimum [Member]
Debt Instrument [Line Items]
Convertible note, premium percentage				5%
Convertible Note [Member] | Maximum [Member]
Debt Instrument [Line Items]
Convertible note, premium percentage				25%
Convertible Note [Member] | Qualified Public Offering [Member] | Minimum [Member]
Debt Instrument [Line Items]
Net proceeds from issuance of common stock				$ 25,000,000
Senior Secured Convertible Note (1) [Member]
Debt Instrument [Line Items]
Debt instrument, face amount			$ 4,250,000		$ 4,250,000
Debt maturity date					Feb. 14, 2023
Exchange Note [Member]
Debt Instrument [Line Items]
Interest rate			10%		10%
Debt maturity date					Dec. 31, 2024
Conversion price | $ / shares			$ 0.78		$ 0.78
Outstanding loan balance			$ 4,382,740		$ 4,382,740
Percentage of discount to VWAP price			20%
Maximum of VWAP price per share | $ / shares			$ 0.25
Exchange Note [Member] | Scenario Forecast [Member]
Debt Instrument [Line Items]
Percentage of discount to VWAP price	25%
Exchange Note [Member] | Qualified Public Offering [Member] | Minimum [Member]
Debt Instrument [Line Items]
Net proceeds from issuance of common stock			$ 25,000,000
Exchange Note [Member] | Non-Qualified Offering [Member] | Common Stock [Member]
Debt Instrument [Line Items]
Percentage of discount conversion price			25%
Exchange Note [Member] | Non-Qualified Offering [Member] | Minimum [Member]
Debt Instrument [Line Items]
Net proceeds from issuance of common stock			$ 5,000,000
Secured Note and Warrant [Member]
Debt Instrument [Line Items]
Debt instrument, face amount			$ 1,300,000		$ 1,300,000
Interest rate			10%		10%
Stock splits per share		0.78%
Reserve percentage		150%
Aggregate indebtedness amount			$ 2,500,000		$ 2,500,000
Indebtedness in excess of amount per individual transaction			1,000,000		1,000,000
Additional secured note amount					1,259,407
Secured debt			$ 4,067,469		4,067,469
Accrued but unpaid interest					$ 123,123
Warrant exercise price per share | $ / shares			$ 0.01		$ 0.01
Warrants exercisable period			5 years
Warrants exercisable date			Dec. 31, 2022
Secured Note and Warrant [Member] | PWERM [Member]
Debt Instrument [Line Items]
Residual value of warrants		$ 682,000
Secured debt		6,750,000
Long term liability fair value amount		$ 6,068,000
Secured Note and Warrant [Member] | PWERM [Member] | Measurement Input Non Qualified Financing [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			0.35		0.35
Secured Note and Warrant [Member] | PWERM [Member] | Measurement Input Qualified Financing [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			0.25		0.25
Secured Note and Warrant [Member] | PWERM [Member] | Measurement Input Secured Note Liability [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			0.15		0.15
Secured Note and Warrant [Member] | PWERM [Member] | Measurement Input, Probability of Default [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			0.25		0.25
Secured Note and Warrant [Member] | PWERM [Member] | Measurement Input, Conversion Price [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			0.0325		0.0325
Secured Note and Warrant [Member] | PWERM [Member] | Measurement Input, Discount Rate [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			0.23		0.23
Secured Note and Warrant [Member] | PWERM [Member] | Measurement Input, Volatility [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			1.314		1.314
Secured Note and Warrant [Member] | PWERM [Member] | Measurement Input, Risk Free Interest Rate [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			0.044		0.044
Secured Note and Warrant [Member] | PWERM [Member] | Measurement Input, Expected Term [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input term			2 years		2 years
Ault [Member] | Convertible Note [Member]
Debt Instrument [Line Items]
Debt instrument, face amount			$ 4,250,000	$ 4,250,000	$ 4,250,000
Interest rate				10%
Debt maturity date				Feb. 14, 2023
Purchase of common stock				$ 10,000,000
Ault [Member] | Exchange Note [Member] | PWERM [Member]
Debt Instrument [Line Items]
Long term liability fair value amount			3,940,000		3,940,000
Change in fair value between the convertible note and exchange note			1,544,000		1,544,000
Convertible note fair value			$ 5,484,000		$ 5,484,000
Ault [Member] | Exchange Note [Member] | PWERM [Member] | Measurement Input Non Qualified Financing [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			0.35		0.35
Ault [Member] | Exchange Note [Member] | PWERM [Member] | Measurement Input Qualified Financing [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			0.25		0.25
Ault [Member] | Exchange Note [Member] | PWERM [Member] | Measurement Input Exchange Note Liability [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			0.15		0.15
Ault [Member] | Exchange Note [Member] | PWERM [Member] | Measurement Input, Probability of Default [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			0.25		0.25
Ault [Member] | Exchange Note [Member] | PWERM [Member] | Measurement Input, Conversion Price [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			0.0325		0.0325
Ault [Member] | Exchange Note [Member] | PWERM [Member] | Measurement Input, Discount Rate [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			0.23		0.23
Ault [Member] | Exchange Note [Member] | PWERM [Member] | Measurement Input, Volatility [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			1.314		1.314
Ault [Member] | Exchange Note [Member] | PWERM [Member] | Measurement Input, Risk Free Interest Rate [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input			0.044		0.044
Ault [Member] | Exchange Note [Member] | PWERM [Member] | Measurement Input, Expected Term [Member]
Debt Instrument [Line Items]
Convertible debt, measurement input term			2 years		2 years
Ault [Member] | Exchange Note [Member] | Common Stock [Member] | PWERM [Member]
Debt Instrument [Line Items]
Long term liability fair value amount			$ 3,940,000		$ 3,940,000
Ault Lending [Member] | Secured Note and Warrant [Member]
Debt Instrument [Line Items]
Debt instrument, face amount			$ 6,750,000		$ 6,750,000
Interest rate			10%		10%
Number of shares warrants to purchase | shares			2,000,000		2,000,000
Warrants to purchase of share during period			5 years

Related Party Transactions - Sc

Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Ault [Member]
Related Party Transaction [Line Items]
Related party transactions	$ 1,090	$ 1,390

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - Ault [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Related party transactions	$ 1,090	$ 1,390
Related Party Transaction, Amounts of Transaction	$ 500	$ 4,700

Stock-based Compensation - Addi

Stock-based Compensation - Additional Information (Details) - USD ($)			9 Months Ended	12 Months Ended
	Sep. 08, 2022	May 25, 2021	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based payment arrangement, nonvested award, cost not yet recognized, amount, total				$ 612,000
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition (Year)				1 year 4 months 24 days
Stock-based compensation expense				$ 605,000	$ 629,000
Stock options outstanding (in shares)				796,958	499,751
Stock options outstanding, weighted average exercise price (in dollars per share)				$ 3.58	$ 2.97
Stock options outstanding, Weighted average remaining contractual term (Year)				7 years 8 months 15 days	9 years 4 months 24 days
Stock options vested (in shares)				658,219	298,462
Stock options vested, weighted average exercise price (in dollars per share)				$ 3.67	$ 2.97
Stock options vested, Weighted average remaining contractual term (Year)				7 years 7 months 2 days	9 years 4 months 24 days
Stock options cancelled (in shares)				4,173	0
Share-based compensation arrangement by share-based payment award, options, exercises in period (in shares)				0	0
Share-based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, expiration period (Year)			10 years
Number of shares assumed	301,380
Share-based Payment Arrangement, Option [Member] | Gresham Worldwide Inc [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options outstanding (in shares)	100,000
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares outstanding				249,875	249,875
Shares vested				48,587	131,878
Common Shares [Member] | Share-based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price per share	$ 2.97
Number of options shares converted	499,751
Common Shares [Member] | Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of converted shares	249,875
Common Shares [Member] | Restricted Stock [Member] | Gresham Worldwide Inc [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares issued	50,000
Class A Common Stock [Member] | Share-based Payment Arrangement, Option [Member] | Gresham Worldwide Inc [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, options, grants in period, gross (in shares)		100,000
Exercise price per share		$ 14.84
Percentage of options vested		50%
Percentage of remaining options to be vested		50%
Share-based compensation arrangement by share-based payment award, award vesting period (Year)		3 years
Class A Common Stock [Member] | Restricted Stock [Member] | Gresham Worldwide Inc [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period (in shares)		50,000
Share-based compensation arrangement by share-based payment award, award vesting period (Year)		3 years

Increase in Ownership Interes_2

Increase in Ownership Interest of Subsidiary - Additional Information (Details) - Microphase Corporation [Member] - Gresham Worldwide Inc [Member] $ in Millions	Jul. 01, 2022 USD ($) shares
Schedule of Equity Method Investments [Line Items]
Additional shares acquired | shares	444,444
Exchange consideration for additional shares acquired | $	$ 1
Minimum [Member]
Schedule of Equity Method Investments [Line Items]
Ownership interest percentage	54.56%
Maximum [Member]
Schedule of Equity Method Investments [Line Items]
Ownership interest percentage	63.07%

Stockholder's Equity - Addition

Stockholder's Equity - Additional Information (Details)		12 Months Ended
	Sep. 08, 2022 USD ($) shares	Dec. 31, 2022 USD ($) Director $ / shares shares	Sep. 22, 2022 shares	Dec. 31, 2021 $ / shares shares
Class of Stock [Line Items]
Common stock, shares authorized		100,000,000	101,000,000	13,333,333
Preferred stock, shares authorized		1,000,000		1,000,000
Preferred stock, no par value | $ / shares		$ 0		$ 0
Number of directors entitled to elect by Series F holders | Director		4
Number of directors | Director		7
Minimum [Member]
Class of Stock [Line Items]
Aggregate consideration | $		$ 1,000,000
Gresham Worldwide Inc [Member]
Class of Stock [Line Items]
Number of shares issued upon conversion	3,960,043
Aggregate consideration | $	$ 8,200,000
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized		250,000
Preferred stock, shares issued		0
Preferred stock, shares outstanding		0
Series F Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized		520		520
Preferred stock, shares issued	514.8	514.8		514.8
Preferred stock, shares outstanding		514.8		514.8
Preferred stock, liquidation preference par value | $ / shares		$ 25,000
Preferred stock, liquidation preference | $	$ 12,870,140
Conversion price per share | $ / shares		$ 3.25
Indebtedness in excess of amount per individual transaction | $		$ 1,000,000
Aggregate indebtedness amount | $		2,500,000
Maximum common stock limit for eligibility of preemptive participation rights | $		$ 25,000,000
Minimum percentage of common stock, beneficially own by holders		50%
Series F Preferred Stock [Member] | BitNile [Member]
Class of Stock [Line Items]
Number of shares issued upon conversion		3,960,043
Series F Preferred Stock [Member] | Gresham Worldwide Inc [Member]
Class of Stock [Line Items]
Number of shares issued	514.8
Series F Preferred Stock [Member] | Gresham Worldwide Inc [Member] | BitNile [Member]
Class of Stock [Line Items]
Number of shares issued	514.8

Income Taxes - Schedule of Geog

Income Taxes - Schedule of Geographical Breakdown of Income/loss Before the Provision for Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
United States	$ (19,150)	$ (3,470)
International	609	800
Loss from continuing operations before income taxes	$ (18,541)	$ (2,670)

Income Taxes - Tax Effects of S

Income Taxes - Tax Effects of Significant Items Comprising the Company's Deferred Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Accrued compensation	$ 247	$ 20
Allowance for doubtful accounts	1	1
Inventory adjustments	1,654	339
Unrealized gains/losses	233	233
Other carryforwards	317	18
Net operating loss carryforward	6,542	2,391
Lease liability	668	737
Stock option expense	670	176
Other accrued expenses	276	258
Fixed assets	17	29
Total deferred tax assets	10,625	4,202
Deferred tax liabilities:
ROU assets	(628)	(722)
Intangible assets	(467)	(752)
Total deferred tax liabilities	(1,095)	(1,474)
Valuation allowance	9,530	2,728
Net deferred taxes	$ 0	$ 0

Income Taxes - Schedule of Fede

Income Taxes - Schedule of Federal and State Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current
Current income tax provision (benefit), Federal	$ (191)	$ 123
Current income tax provision (benefit), State	(27)	44
Current income tax provision (benefit), International	(95)	26
Current Income Tax Provision (Benefit)	(123)	193
Deferred
Deferred Income Tax Provision (Benefit), Federal	0
Deferred Income Tax Provision (Benefit), State	0
Deferred Income Tax Provision (Benefit), International	0
Deferred Income Tax Provision (Benefit)	0	0
Total tax (benefit) expense	$ (123)	$ 193

Income Taxes (Additional Inform

Income Taxes (Additional Information) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Valuation allowance increased	$ 6,803,000	$ 1,026,000

Income Taxes - Schedule of Net

Income Taxes - Schedule of Net Operating Losses and Tax Credit Carryforwards (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2017
Federal [Member]
Operating Loss Carryforwards [Line Items]
Net operating losses	$ 15,098	$ 3,286
Tax credits	$ 46
Tax credit carryforward, expiration, year	2040
Operating loss carryforwards expiration description	Do not expire
Federal [Member] | Maximum [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards expiration year	2037
Federal [Member] | Minimum [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards expiration year	2023
Foreign [Member]
Operating Loss Carryforwards [Line Items]
Net operating losses	$ 10,206
Tax credit carryforward, expiration, description	Do not expire
State [Member]
Operating Loss Carryforwards [Line Items]
Net operating losses	$ 22,360
Tax credits	$ 175
Tax credit carryforward, expiration, description	Do not expire
State [Member] | Maximum [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards expiration year	2042
State [Member] | Minimum [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards expiration year	2021

Income Taxes - Schedule of Effe

Income Taxes - Schedule of Effective Tax Rate for Income Taxes differs from Federal Statutory Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory rate	21%	21%
State tax	2.83%	10%
Permanent differences	(0.07%)	(0.23%)
Changes in valuation allowance	(9.82%)	(38.82%)
Change in foreign tax rate	0.30%	0%
Impairment of goodwill	(11.84%)	0%
Foreign tax rate differential	0.04%	3.14%
General intangible low tax income	(1.77%)	(5.97%)
Prior period and other adjustments	1.28%	3.54%
Unrealized gain on convertible note	(1.28%)	0%
Total	0.67%	(7.34%)

Net Loss Per Share - Basic and

Net Loss Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net loss attributable to common stockholders	$ (17,738)	$ (3,106)
Denominator:
Basic weighted average shares outstanding (in shares)	5,552	2,920
Effect of dilutive securities (in shares)	0	0
Diluted weighted-average shares (in shares)	5,552	2,920
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (3.20)	$ (1.06)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (3.20)	$ (1.06)

Net Loss Per Share - Schedule o

Net Loss Per Share - Schedule of Antidilutive Securities (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	21,562	4,710
Common Shares Issuable Upon Exercise of Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	797	500
Common Shares Issuable Upon Exercise of Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	2,299	0
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	250	250
Common Shares Issuable On Conversion of Series F Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	3,960	3,960
Common Shares Issuable Upon Conversion of Senior Secured Convertible Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	14,256	0

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Guarantee balance for project implementation fees	$ 3.6	$ 4.1

Segment Information - Additiona

Segment Information - Additional Information (Details)	12 Months Ended
	Dec. 31, 2022 Segment
Segment Reporting [Abstract]
Number of reportable segments	3
Number of operating segments	2
Operating segment aggregate into number of reportable segment	1

Segment Information - Schedule

Segment Information - Schedule of Revenues, Expenditures and Other Operating Data of Company's Operating Segments (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Revenue	$ 30,255,000	$ 25,580,000
Cost of revenue	21,780,000	17,231,000
Gross profit	8,475,000	8,349,000
Operating expenses	14,392,000	11,340,000
Impairment of goodwill	10,459,000	0
Other (expense) income, net	(2,165,000)	321,000
Loss from continuing operations before income taxes	(18,541,000)	(2,670,000)
Assets (at period end)	38,954,000	33,905,000
RF Solutions [Member]
Segment Reporting Information [Line Items]
Revenue	6,130,000	6,794,000
Cost of revenue	4,497,000	4,451,000
Gross profit	1,633,000	2,343,000
Operating expenses	3,684,000	3,395,000
Other (expense) income, net	(358,000)	381,000
Loss from continuing operations before income taxes	(2,409,000)	(671,000)
Assets (at period end)	10,562,000	9,983,000
Power Electronics & Displays [Member]
Segment Reporting Information [Line Items]
Revenue	10,175,000	7,854,000
Cost of revenue	6,651,000	5,361,000
Gross profit	3,524,000	2,493,000
Operating expenses	4,022,000	3,629,000
Other (expense) income, net	(26,000)	23,000
Loss from continuing operations before income taxes	(524,000)	(1,113,000)
Assets (at period end)	8,316,000	7,308,000
Precision Electronic Solutions [Member]
Segment Reporting Information [Line Items]
Revenue	13,950,000	10,932,000
Cost of revenue	10,632,000	7,419,000
Gross profit	3,318,000	3,513,000
Operating expenses	6,686,000	4,316,000
Impairment of goodwill	10,459,000
Other (expense) income, net	(1,781,000)	(83,000)
Loss from continuing operations before income taxes	(15,608,000)	(886,000)
Assets (at period end)	$ 20,076,000	$ 16,614,000

Warranty Obligations - Reconcil

Warranty Obligations - Reconciliation of Company's Warranty Reserve (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Product Warranties Disclosures [Abstract]
Balance at beginning of period	$ 47
Balance at end of period	$ 51

Preferred Stock and Warrants -

Preferred Stock and Warrants - Preferred Stock Information (Details) - shares	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Designated shares (in shares)	1,000,000	1,000,000

Share Exchange Agreement with B

Share Exchange Agreement with BitNile and Gresham - Additional Information (Details) - Gresham Worldwide Inc [Member] - USD ($) $ in Millions		12 Months Ended
	Sep. 08, 2022	Dec. 31, 2022
Subsidiary or Equity Method Investee [Line Items]
Number of shares issued upon conversion	3,960,043
Share exchange agreement, loaned amount	$ 4.2
Percentage of ownership of outstanding common stock, maximum	69.60%
Common Stock [Member]
Subsidiary or Equity Method Investee [Line Items]
Number of shares exchanged		2,920,000

Subsequent Events - Additional

Subsequent Events - Additional Information (Details)	Apr. 21, 2023 USD ($)	Apr. 07, 2023 USD ($)	Apr. 06, 2023 USD ($)	Mar. 24, 2023 USD ($)	Mar. 06, 2023 USD ($)	Jan. 31, 2023 USD ($)	Jan. 11, 2023 USD ($) Investor $ / shares shares	Dec. 31, 2022 $ / shares	Dec. 31, 2021 $ / shares
Subsequent Event [Line Items]
Common stock par value | $ / shares								$ 0	$ 0
Subsequent Event [Member]
Subsequent Event [Line Items]
Conversion price | $ / shares							$ 0.25
Convertible promissory note percentage							90%
Repaid its Existing line of credit balance							$ 59,000
Warrant to purchase of common stock | shares							1,666,666
Percentage of ownership of outstanding common stock, maximum							4.99%
Percentage of ownership of outstanding common stock, maximum, limit increase							9.99%
Warrant issued term							5 years
Issuance at an exercise price description							(i) beginning on the issuance date and for a period of 90 days thereafter, $0.78, (ii) if the Uplist Transaction has occurred as of the date of exercise, the lower of (A) $0.78 and (B) 110% of the per share offering price to the public in the Uplist Transaction, and (iii) if neither of (i) and (ii) apply, the lower of (A) $0.78 and (B) 90% of the lowest VWAP for the 10 trading days prior to the date of the exercise, subject to adjustment including downward adjustment upon any dilutive issuance of securities.
Reserve of authorized but unissued shares of common stock | shares							15,000,000
Notice period							61 years
Lending amount							$ 3,000,000
Subsequent Event [Member] | Termination and Release Agreement [Member]
Subsequent Event [Line Items]
Unpaid expenses						$ 17,500
Unpaid deferred salary						82,266
Unpaid bonus						100,000
Retirement compensation payable						$ 325,000
Retirement compensation payable period						18 months
Part-time employee rate per hour						$ 125
Part-time employee salary to be paid						$ 36,000
Subsequent Event [Member] | Spartan Capital Securities, LLC (the "Placement Agent")
Subsequent Event [Line Items]
Warrant issued term							5 years
Proceeds from issuance of warrants							$ 240,000
Percenatge of cash commission							8%
Placement Agent an expense allowance							$ 30,000
Warrant exercise price percentage							110%
Percentage of number of shares of common stock underlying the notes							8%
Warrants sold in offering | shares							1,200,000
Subsequent Event [Member] | Senior Secured Convertible Notes [Member]
Subsequent Event [Line Items]
Debt instrument, face amount	$ 50,000
Debt maturity date	May 15, 2023						Oct. 11, 2023
Debt instrument accrued interest							$ 6
Increase in debt instrument accrued interest upon event of default							18%
Debt instrument accrued interest upon event of default							20%
Debt instrument prepay premium percent upon event of default							125%
Conversion price | $ / shares							$ 0.25
Debt instrument maturity period							9 months
Debt instrument, interest rate, stated percentage	0%
Subsequent Event [Member] | Factoring Agreement [Member] | Accounts Receivable Collateral [Member]
Subsequent Event [Line Items]
Debt instrument, face amount							$ 2,000,000
Subsequent Event [Member] | Senior Secured Convertible Promissory Note [Member] | Ault Lending, Inc. [Member]
Subsequent Event [Line Items]
Advance received from related party	$ 50,000	$ 103,000	$ 250,000	$ 31,930	$ 249,500
Subsequent Event [Member] | Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Proceeds from offering for fees and expenses							$ 60,000
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Senior Secured Convertible Notes [Member]
Subsequent Event [Line Items]
Number of accredited investors | Investor							2
Convertible notes							$ 3,300,000
Common stock par value | $ / shares							$ 0
Warrant issued term							5 years
Proceeds from issuance of warrants							$ 3,000,000