Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 28, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | iSign Solutions Inc. | ||
Entity Central Index Key | 727,634 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
EntityVoluntaryFilers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 187,463 | ||
Entity Public Float | $ 1,866,260 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 846 | $ 775 |
Accounts receivable, net of allowance of $22 at December 31, 2015 and 2014, respectively | 94 | 122 |
Prepaid expenses and other current assets | 372 | 80 |
Total current assets | 1,312 | 977 |
Property and equipment, net | 44 | 11 |
Patents, net | 591 | 933 |
Other assets | 29 | 29 |
Total assets | 1,976 | 1,950 |
Current liabilities: | ||
Accounts payable | 787 | 328 |
Short-term debt | 1,268 | |
Accrued compensation | 263 | 293 |
Other accrued liabilities | 615 | 338 |
Deferred revenue | 384 | 257 |
Total current liabilities | 3,317 | 1,216 |
Deferred revenue long-term | 455 | 700 |
Deferred rent | 41 | |
Derivative liability | 18 | |
Other | 21 | 28 |
Total liabilities | 3,793 | $ 2,003 |
Commitments and Contingencies | ||
Stockholders' deficit | ||
Common Stock, $0.01 par value; 2,000,000 shares authorized; 187 and 187 shares issued and outstanding at December 31, 2015 and 2014, respectively. | 2 | $ 2 |
Treasury shares, 5 shares at December 31. 2015 and December 31, 2014, respectively | (325) | (325) |
Additional paid in capital | 95,312 | 97,400 |
Accumulated deficit | (127,063) | (123,199) |
Accumulated other comprehensive loss | (14) | (14) |
Total iSign stockholder's equity (deficit) | (1,281) | 483 |
Non-Controlling interest | (536) | (536) |
Total deficit | (1,817) | (53) |
Total liabilities and deficit | 1,976 | 1,950 |
Series A-1 Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock by class of stock | 947 | 875 |
Total deficit | 947 | 875 |
Series B Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock by class of stock | 11,653 | 10,381 |
Total deficit | 11,653 | 10,381 |
Series C Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock by class of stock | 6,069 | 5,553 |
Total deficit | 6,069 | 5,553 |
Series D-1 Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock by class of stock | 6,866 | 5,139 |
Total deficit | 6,866 | 5,139 |
Series D-2 Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock by class of stock | 5,272 | 4,671 |
Total deficit | $ 5,272 | $ 4,671 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Accounts receivable, allowance | $ 22,000 | $ 22,000 |
Stockholders' deficit | ||
Common Stock, par value | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, shares issued | 187,000 | 187,000 |
Common Stock, shares outstanding | 187,000 | 187,000 |
Treasury shares | 5,000 | 5,000 |
Series A-1 Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 947,000 | 875,000 |
Preferred stock, shares outstanding | 947,000 | 875,000 |
Preferred stock, liquidation preference | $ 947,000 | |
Series B Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 14,000,000 | 14,000,000 |
Preferred stock, shares issued | 13,523,000 | 12,251,000 |
Preferred stock, shares outstanding | 13,523,000 | 12,251,000 |
Preferred stock, liquidation preference | $ 20,285,000 | |
Series C Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 9,000,000 |
Preferred stock, shares issued | 5,491,000 | 4,975,000 |
Preferred stock, shares outstanding | 5,491,000 | 4,975,000 |
Preferred stock, liquidation preference | $ 8,237,000 | |
Series D-1 Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 8,077,000 | 5,800,000 |
Preferred stock, shares outstanding | 8,077,000 | 5,800,000 |
Preferred stock, liquidation preference | $ 8,077,000 | |
Series D-2 Preferred Stock [Member] | ||
Stockholders' deficit | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 6,321,000 | 5,720,000 |
Preferred stock, shares outstanding | 6,321,000 | 5,720,000 |
Preferred stock, liquidation preference | $ 6,321,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | ||
Product | $ 738 | $ 766 |
Maintenance | 882 | 749 |
Total revenues | 1,620 | 1,515 |
Cost of sales: | ||
Product | 287 | 199 |
Maintenance | 232 | 191 |
Research and development | 1,771 | 1,931 |
Sales and marketing expense | 980 | 1,264 |
General and administrative expense | 2,175 | 1,743 |
Total operating costs and expenses | 5,445 | 5,328 |
Loss from operations | (3,825) | (3,813) |
Other expense, net | (3) | 50 |
Interest expense: | ||
Related party | (31) | |
Other | $ (23) | $ (259) |
Amortization of debt discount and deferred financing cost: | ||
Other | ||
Gain (loss) on derivative liability | $ 18 | $ 7 |
Net loss | (3,864) | (4,015) |
Accretion of beneficial conversion feature, preferred shares: | ||
Related party | (457) | (208) |
Other | (69) | (444) |
Preferred stock dividends: | ||
Related party | (1,576) | (1,364) |
Other | $ (1,600) | $ (1,348) |
Income tax | ||
Net loss before non-controlling interest | $ (7,566) | $ (7,379) |
Net loss attributable to non-controlling interest | ||
Net loss attributable to common stockholders | $ (7,566) | $ (7,379) |
Basic and diluted loss per common share | $ (40) | $ (39) |
Weighted average common shares outstanding, basic and diluted | 187 | 187 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Stockholders' Deficit - USD ($) shares in Thousands, $ in Thousands | Total | Series A-1 Preferred Shares | Series B Preferred Shares | Series C Preferred Shares | Series D-1 Preferred Shares | Series D-2 Preferred Shares | Common Stock | Treasury Stock | Additional Paid in Capital | Accumulated Deficit | Non-Controlling Interest | Accumulated Other Comprehensive Income (Loss) |
Beginning balance at Dec. 31, 2013 | $ 1,199 | $ 1,031 | $ 9,232 | $ 5,086 | $ 3,345 | $ 4,002 | $ 2 | $ (325) | $ 98,560 | $ (119,184) | $ (536) | $ (14) |
Beginning balance (in shares) at Dec. 31, 2013 | 1,031 | 11,102 | 4,508 | 3,415 | 4,783 | 186 | ||||||
Stock-based employee compensation | 298 | 298 | ||||||||||
Common shares issued in connection with the conversion of Series A-1 Preferred Shares | $ (238) | 238 | ||||||||||
Common shares issued in connection with the conversion of Series A-1 Preferred Shares, shares | (238) | 1 | ||||||||||
Common shares issued in connection with the conversion of Series C Preferred Shares | $ (1) | 1 | ||||||||||
Common shares issued in connection with the conversion of Series C Preferred Shares, shares | (1) | |||||||||||
Series D-1 preferred shares issued in a private placement for cash, net of offering expenses, value | 1,828 | $ 1,828 | ||||||||||
Series D-1 preferred shares issued in a private placement for cash, net of offering expenses, shares | 1,913 | |||||||||||
Cost of warrants issued with Series D-1 preferred shares issued in a private placement for cash | $ (506) | 506 | ||||||||||
Beneficial conversion feature on Series D-1 preferred shares issued in private placement for cash | (253) | 253 | ||||||||||
Accretion Of beneficial conversion feature on Series D-1 preferred shares issued in a private placement for cash | 253 | (253) | ||||||||||
Series D-2 Preferred Shares issued in a private placement for cash, net of offering expenses, value | 381 | $ 381 | ||||||||||
Series D-2 Preferred Shares issued in a private placement for cash, net of offering expenses, shares | 397 | |||||||||||
Cost of warrants issued with Series D-2 preferred shares issued in a private placement for cash | $ (253) | 253 | ||||||||||
Beneficial conversion feature on Series D-2 preferred shares issued in private placement for cash | (52) | 52 | ||||||||||
Accretion Of beneficial conversion feature on Series D-2 preferred shares issued in a private placement for cash | 52 | (52) | ||||||||||
Preferred shares dividends, paid in kind | $ 82 | $ 1,149 | $ 468 | $ 472 | $ 540 | (2,712) | ||||||
Preferred share dividends, paid-in-kind, shares | 82 | 1,149 | 468 | 472 | 541 | |||||||
Benefitial conversion feature on preferred shares dividends issued in kind | $ (152) | $ (195) | 347 | |||||||||
Accretion of beneficial conversion feature on preferred shares dividends issued in kind | 152 | 195 | (347) | |||||||||
Cost of warrants issued in connection with line of credit | 258 | 258 | ||||||||||
Change in derivative value of expired warrants | $ (2) | (2) | ||||||||||
Net loss attributable to non-controlling interest | ||||||||||||
Comprehensive income: | ||||||||||||
Net loss | $ (4,015) | (4,015) | ||||||||||
Foreign currency translation adjustment | 15 | |||||||||||
Total comprehensive loss | (4,015) | |||||||||||
Ending balance at Dec. 31, 2014 | (53) | $ 875 | $ 10,381 | $ 5,553 | $ 5,139 | $ 4,671 | $ 2 | (325) | 97,400 | (123,199) | (536) | $ (14) |
Ending balance (in shares) at Dec. 31, 2014 | 875 | 12,251 | 4,975 | 5,800 | 5,720 | 187 | ||||||
Stock-based employee compensation | 575 | 575 | ||||||||||
Series D-1 preferred shares issued in a private placement for cash, net of offering expenses, value | $ 1,525 | $ 1,525 | ||||||||||
Series D-1 preferred shares issued in a private placement for cash, net of offering expenses, shares | 1,562 | |||||||||||
Cost of warrants issued with Series D-1 preferred shares issued in a private placement for cash | $ (513) | 513 | ||||||||||
Beneficial conversion feature on Series D-1 preferred shares issued in private placement for cash | (498) | 498 | ||||||||||
Accretion Of beneficial conversion feature on Series D-1 preferred shares issued in a private placement for cash | 498 | (498) | ||||||||||
Preferred shares dividends, paid in kind | $ 72 | $ 1,272 | $ 516 | $ 715 | $ 601 | (3,176) | ||||||
Preferred share dividends, paid-in-kind, shares | 72 | 1,272 | 516 | 715 | 601 | |||||||
Benefitial conversion feature on preferred shares dividends issued in kind | $ (13) | $ (15) | 28 | |||||||||
Accretion of beneficial conversion feature on preferred shares dividends issued in kind | 13 | 15 | (28) | |||||||||
Net loss attributable to non-controlling interest | ||||||||||||
Comprehensive income: | ||||||||||||
Net loss | $ (3,864) | (3,864) | ||||||||||
Foreign currency translation adjustment | ||||||||||||
Total comprehensive loss | $ (3,864) | |||||||||||
Ending balance at Dec. 31, 2015 | $ (1,817) | $ 947 | $ 11,653 | $ 6,069 | $ 6,866 | $ 5,272 | $ 2 | $ (325) | $ 95,312 | $ (127,063) | $ (536) | $ (14) |
Ending balance (in shares) at Dec. 31, 2015 | 947 | 13,523 | 5,491 | 8,077 | 6,866 | 187 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Changes in Stockholder's Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Series D-1 Preferred Stock for Cash [Member] | ||
Stock Transactions, Parenthetical Disclosures [Abstract] | ||
Offering expenses | $ 85 | $ 37 |
Series D-2 Preferred Stock for Cash [Member] | ||
Stock Transactions, Parenthetical Disclosures [Abstract] | ||
Offering expenses | $ 16 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (3,864) | $ (4,015) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Depreciation and amortization | 357 | 367 |
Stock-based employee compensation | 575 | 298 |
Warrants issued in connection with line of credit | 258 | |
Gain on derivative liability | (18) | (7) |
Gain on sale of trademark | (50) | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 28 | 288 |
Prepaid expenses and other assets | (292) | (23) |
Accounts payable | 459 | 1 |
Accrued Compensation | (30) | (22) |
Other accrued liabilities | 229 | 87 |
Deferred revenue | (118) | 393 |
Net cash used in operating activities | (2,674) | (2,425) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (48) | (4) |
Net cash used in investing activities | (48) | (4) |
Cash flows from financing activities: | ||
Proceeds from issuance of short-term debt | 1,268 | |
Proceeds from sale of trademark | 50 | |
Net cash provided by financing activities | $ 2,793 | $ 2,259 |
Effect of exchange rate changes on cash and cash equivalents | ||
Net decrease in cash and cash equivalents | $ 71 | $ (170) |
Cash and cash equivalents at beginning of period | 775 | 945 |
Cash and cash equivalents at end of period | 846 | 775 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 5 | 1 |
Non-cash financing and investing transactions: | ||
Dividends on preferred shares | 3,176 | 2,712 |
Conversion of demand note into unsecured promissory note | 250 | |
Warrants issued in connection with Series D financing | 513 | 759 |
Series A Preferred Stock [Member] | ||
Non-cash financing and investing transactions: | ||
Dividends on preferred shares | 72 | 82 |
Conversion of Preferred Stock into Common Stock | 238 | |
Series B Preferred Stock [Member] | ||
Non-cash financing and investing transactions: | ||
Dividends on preferred shares | 1,272 | 1,149 |
Series C Preferred Stock [Member] | ||
Non-cash financing and investing transactions: | ||
Dividends on preferred shares | 516 | 468 |
Conversion of Preferred Stock into Common Stock | 1 | |
Accretion of beneficial conversion feature on Preferred Share dividends | 13 | 152 |
Series D One Preferred Stock [Member] | ||
Cash flows from financing activities: | ||
Proceeds from issuance of Preferred shares | 1,525 | 1,828 |
Non-cash financing and investing transactions: | ||
Dividends on preferred shares | 715 | 472 |
Accretion of beneficial conversion feature on Preferred Share dividends | 15 | 195 |
Series D Two Preferred Stock [Member] | ||
Cash flows from financing activities: | ||
Proceeds from issuance of Preferred shares | 381 | |
Non-cash financing and investing transactions: | ||
Dividends on preferred shares | $ 601 | $ 541 |
Nature of business, Basis of Pr
Nature of business, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies | 1. Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies: The Company: On January 21, 2016, iSign Solutions Inc. (the "Company" or "iSign") filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware to effect a 1-for-1,250 reverse split of the Company's outstanding shares of common stock.The reverse split became effective at 9:01 a.m. on January 22, 2016. The information with respect to common stock for the years ended December 31, 2015 and 2014 have been retroactively restated to give effect to the 1-for-1,250 reverse split. On November 30, 2015, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority, ("FINRA"), requesting that the name change to iSign Solutions, Inc. and a change to the trading symbol of its common stock from "CICI" to "ISGN" be approved. On December 11, 2015, the Company filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to change its name from Communication Intelligence Corporation to iSign Solutions Inc. Pursuant to FINRA rules, the change in the Company's name and trading symbol became effective at the open of business on December 14, 2015. The Company is a leading supplier of digital transaction management (DTM) software enabling the paperless, secure and cost-effective management of document-based transactions. iSign's solutions encompass a wide array of functionality and services, including electronic signatures, biometric authentication and simple-to-complex workflow management. These solutions are available across virtually all enterprise, desktop and mobile environments as a seamlessly integrated platform for both ad-hoc and fully automated transactions. The Company's products and services result in legally binding transactions that are compliant with applicable laws and regulations and that can provide a higher level of security than paper-based processes. The Company has been a leading supplier of enterprise software solutions within the financial services and insurance industries and has delivered significant expense reduction by enabling complete document and workflow automation and the resulting reduction in mailing, scanning, filing and other costs related to the use of paper. The Company's research and development activities have given rise to numerous technologies and products. The Company's core DTM technologies include various forms of electronic signatures, such as handwritten biometric, click-to-sign and others, as well as signature verification, cryptography and the logging of audit trails to show signers' intent. These technologies can enable secure, legal and regulatory compliant electronic transactions that can enhance customer experience at a fraction of the time and cost required by traditional, paper-based processes. The Company's products include SignatureOne® Ceremony™ Server, Sign-it® and the iSign® family of products and services. Going concern and management plans: The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Except for 2004, the Company has incurred significant losses since its inception and, at December 31, 2015, the Company's accumulated deficit was $126,918. The Company has primarily met its working capital needs through the sale of debt and equity securities. As of December 31, 2015, the Company's cash balance was $846. These factors raise substantial doubt about the Company's ability to continue as a going concern. There can be no assurance that the Company will be successful in securing adequate capital resources to fund planned operations or that any additional funds will be available to the Company when needed, or if available, will be available on favorable terms or in amounts required by the Company. If the Company is unable to obtain adequate capital resources to fund operations, it may be required to delay, scale back or eliminate some or all of its operations, which may have a material adverse effect on the Company's business, results of operations and ability to operate as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis of consolidation: The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America, and include the accounts of iSign Solutions Inc. and its 90% -owned Joint Venture in the People's Republic of China. All inter-company accounts and transactions have been eliminated.All amounts shown in the accompanying consolidated financial statements are in thousands of dollars except per share amounts. Use of estimates: The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. Fair value measures: Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in the principal or most advantageous market for the asset or liability in an ordinary transaction between market participants on the measurement date. Our policy on fair value measures requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The policy establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The policy prioritizes the inputs into three levels that may be used to measure fair value: Level 1: Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2: Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3: Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company's assets and liabilities measured at fair value, whether recurring or non-recurring, at December 31, 2015 and December 31, 2014, and the fair value calculation input hierarchy level that we have determined applies to each asset and liability category. Fair Value of Financial Instruments: The Company carries financial instruments on the consolidated balance sheet at the fair value of the instruments as of the consolidated balance sheet date. At the end of each period, management assesses the fair value of each instrument and adjusts the carrying value to reflect its assessment. At December 31, 2015 and December 31, 2014, the carrying values of accounts receivable and accounts payable approximated their fair values. Treasury Stock: Shares of common stock returned to, or repurchased by, the Company are recorded at cost and are included as a separate component of stockholders' equity (deficit). Under the cost method, the gross cost of the shares reacquired is charged to a contra equity account titled treasury stock. The equity accounts that were credited for the original share issuance (common stock, additional paid-in capital, etc.) remain intact. When the treasury shares are reissued, proceeds in excess of cost are credited to additional paid-in capital. Any deficiency is charged to accumulated deficit (unless additional paid-in capital from previous treasury share transactions exists, in which case the deficiency is charged to that account, with any excess charged to accumulated deficit). Derivatives: The Company, from time to time, enters into transactions which contain conversion privileges, the settlement of which may entitle the holder or the Company to settle the obligation(s) by issuance of Company securities. The Company applies a two-step model in determining whether a financial instrument or an embedded feature is indexed to an issuer's own stock and thus able to qualify for the scope exception. The fair value of each derivative is estimated each reporting period. Cash and cash equivalents: The Company considers all highly liquid investments with maturities at the date of purchase of three months or less to be cash equivalents. The Company's cash and cash equivalents, at December 31, consisted of the following 2015 2014 Cash in bank $ 846 $ 775 Money market funds - - Cash and cash equivalents $ 846 $ 775 Concentrations of credit risk: Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. The Company maintains its cash and cash equivalents with various financial institutions. This diversification of risk is consistent with Company policy to maintain liquidity, and mitigate risk of loss as to principal. To date, accounts receivable have been derived principally from revenue earned from end users, manufacturers, and distributors of computer products in North America. The Company performs periodic credit evaluations of its customers, and does not require collateral. The Company maintains reserves for potential credit losses; historically, such losses have been within management's expectations. The allowance for doubtful accounts is based on the Company's assessment of the collectability of specific customer accounts and an assessment of international, political and economic risk as well as the aging of the accounts receivable. If there is a change in actual defaults from the Company's historical experience, the Company's estimates of recoverability of amounts due could be affected and the Company will adjust the allowance accordingly. Deferred financing costs: Deferred financing costs include costs paid in cash, such as professional fees and commissions. The costs associated with equity financings, such as in the sale Common or Preferred Stock, are netted against the proceeds of the offering. In the case of note financings, costs are amortized to interest expense over the life of the notes or upon early payment using the effective interest method.There were no financing costs amortized to interest expense for the years ended December 31, 2015 and 2014, respectively. Property and equipment, net: Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, ranging from three to five years. Leasehold improvements are amortized over their estimated useful lives, not to exceed the term of the related lease. The cost of additions and improvements is capitalized, while maintenance and repairs are charged to expense as incurred.Depreciation expense was $16 and $10 for the years ended December 31, 2015 and 2014, respectively. Intangible Assets: Intangible assets are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated lives of the related assets, ranging from five to seventeen years. Amortization expense was $342 and $357 for the years ended December 31, 2015 and 2014, respectively. The estimated remaining weighted average useful lives of the intangible assets are two years. Future intangible asset amortization is as follows: Year Ended December 31, 2016 $ 322 2017 269 Total $ 591 Long-lived assets: The Company evaluates the recoverability of its long-lived assets, including intangible assets at least annually or whenever circumstances or events indicate such assets might be impaired. The Company would recognize an impairment charge in the event the net book value of such assets exceeded the future undiscounted cash flows attributable to such assets. No such impairment charges have been recorded during the two years ended December 31, 2015 and 2014, respectively. Share-based payment: Share-based compensation expense is based on the estimated grant date fair value of the portion of share-based payment awards that is ultimately expected to vest during the period. The grant date fair value of share-based awards to employees and directors is calculated using the Black-Scholes-Merton valuation model. Forfeitures of share-based payment awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates and it is assumed no dividends will be declared.The estimated fair value of share-based compensation awards to employees is amortized over the vesting period of the options. Revenue recognition: The Company recognizes revenue from sales of software products upon shipment, provided that persuasive evidence of an arrangement exists, collection is determined to be probable, all non-recurring engineering work necessary to enable the Company's product to function within the customer's application has been completed and the Company's product has been delivered according to specifications. Revenue from service subscriptions is recognized as costs are incurred or over the service period, whichever is longer. Software license agreements may contain multiple elements, including upgrades and enhancements, products deliverable on a when and if available basis and post- contract support. Revenue from software license agreements is recognized upon delivery of the software, provided that persuasive evidence of an arrangement exists, collection is determined to be probable, all nonrecurring engineering work necessary to enable the Company's products to function within the customer's application has been completed, and the Company has delivered its product according to specifications. For arrangements with multiple deliverables, the Company allocates consideration at the inception of an arrangement to all of its deliverables based on their relative selling prices which is determined using vendor specific objective evidence. Maintenance revenue is recorded for post-contract support and upgrades or enhancements, which is paid for in addition to license fees, and is recognized as costs are incurred or over the support period whichever is longer. For undelivered elements where vendor specific objective evidence does not exist, revenue is deferred and subsequently recognized when delivery has occurred and when vendor specific evidence has been determined. Research and development: Research and development costs are charged to expense as incurred. Marketing: The Company expenses advertising (marketing) costs as incurred. These expenses are outbound marketing expenses associated with participation in industry events, related sales collateral and email campaigns aimed at generating customer participation in webinars. The expense for the years ended December 31, 2015 and 2014 was $8 and $46, respectively. Net loss per share: The Company calculates net loss per share under the provisions of the relevant accounting guidance. That guidance requires the disclosure of both basic net loss per share, which is based on the weighted average number of shares outstanding, and diluted loss per share, which is based on the weighted average number of shares and dilutive potential shares outstanding. The number of shares of Common Stock subject to outstanding options, preferred shares on an as converted basis and shares issuable upon exercise of warrants excluded from the calculation of loss per share as their inclusion would be anti-dilutive are as follows: December 31, December 31, Common Stock subject to outstanding options 82 58 Series A-1 Preferred Stock 50 45 Series B Preferred Stock 1,044 945 Series C Preferred Stock 565 512 Series D-1 Preferred Stock 1,116 801 Series D-2 Preferred Stock 737 667 Warrants outstanding 206 171 Foreign currency translation: The Company considers the functional currency of the Joint Venture, CICC, to be the local currency of China, which is the Renminbi ("RMB") and, accordingly, gains and losses from the translation of the local foreign currency financial statements are included as a component of accumulated other comprehensive loss in the accompanying consolidated balance sheets. Foreign currency assets and liabilities are translated into U.S. dollars at the end-of-period exchange rates except for long-term assets and liabilities, which are translated at historical exchange rates. Revenue and expenses are translated at the average exchange rates in effect during each period except for those expenses related to consolidated balance sheet amounts which are translated at historical exchange rates. Foreign currency translation: Net foreign currency transaction gains and losses are included in interest and other income, net in the accompanying consolidated statements of operations. Foreign currency transaction gains and losses in 2015 and 2014 were insignificant. Income taxes: Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their financial statement reported amounts and for tax loss and credit carry-forwards. A valuation allowance is provided against deferred tax assets when it is determined to be more likely than not that the deferred tax asset will not be realized. There have been no unrecognized tax benefits and, accordingly, there has been no effect on the Company's financial condition or results of operations. The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company is no longer subject to U.S. federal tax examinations for years before 2006, and state tax examinations for years before 2005. Management does not believe there will be any material changes in the Company's unrecognized tax positions over the next 12 months. The Company's policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Recently issued accounting pronouncement: Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company's financial position, results of operations or cash flows. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | 2. Concentrations: The following table summarizes accounts receivable and revenue concentrations: Accounts Receivable Total Revenue 2015 2014 2015 2014 Customer #1 - 44% 13% - Customer #2 20% 19% 10% 12% Customer #3 - - - 12% Customer #4 - - 24% 11% Customer #5 18% 10% - - Customer #6 20% - - - Customer #7 39% - - - Total concentration 97% 73% 47% 35% The following table summarizes sales concentrations: December 31,2015 December 31, 2014 Sales within the United States 93% 99% Sales outside of the United States 7% 1% Total 100% 100% |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | 3. Property and equipment: Property and equipment, net at December 31, consists of the following: 2015 2014 Machinery and equipment $ 1,249 $ 1,235 Office furniture and fixtures 435 435 Leasehold improvements 125 90 Purchased software 323 323 2,132 2,083 Less accumulated depreciation and amortization (2,088) (2,072) $ 44 $ 11 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents | 4. Intangible assets: Intangible assets, net consists of the following at December 31: Weighted 2015 2014 Technology 2 $ 6,745 $ 6,745 Less accumulated amortization (6,154) (5,812) $ 591 $ 933 The nature of the underlying technology of our intangible assets can be referred to as "transaction-enabling," "digital authentication" and "business process work flow." This technology includes various forms of electronic signature methods, such as handwritten, biometric, click-to-sign and others, as well as technologies related to signature verification, authentication, cryptography and the logging of audit trails to prove signers' intent. Our technologies enable the appending of secure, legal and regulatory compliant electronic signatures coupled with an enhanced user experience at a fraction of the time and cost required by traditional, paper-based processes for signature capture. The Company does not foresee any effects of obsolescence or significant competitive pressure on its current or future products, anticipates increasing demand for products utilizing its technology, and believes that the current markets for its products based on technology will remain constant or will grow over the remaining useful lives assigned to its intangible assets because of business environments encouraging the use of electronic signatures. |
Chinese Joint Venture (Non-Cont
Chinese Joint Venture (Non-Controlling Interest) | 12 Months Ended |
Dec. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Disclosure | 5. Chinese Joint Venture (Non-Controlling Interest): The Company currently owns 90% of a joint venture (the "Joint Venture") with the Jiangsu Hongtu Electronics Group, a provincial agency of the People's Republic of China. The Joint Venture's business license expires October 18, 2043. There were no significant operations in 2015 or 2014. The Joint Venture had no revenue for the years ended December 31, 2015 and 2014, respectively. It had no long-lived assets as of December 31, 2015 and 2014. |
Other accrued liabilities
Other accrued liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Other accrued liabilities disclosure | 6. Other accrued liabilities: The Company records liabilities based on reasonable estimates for expenses, or payables that are known or estimated including deposits, taxes, rents and services. The estimates are for current liabilities that should be extinguished within one year. The Company had the following other accrued liabilities at December 31: 2015 2014 Accrued professional services $ 23 $ 8 Rents 19 44 Management fees 503 280 Accrued interest 49 - Other 21 6 Total $ 615 $ 338 |
Short-term notes payable
Short-term notes payable | 12 Months Ended |
Dec. 31, 2015 | |
Short-term notes payable [Abstract] | |
Short-term notes payable | 7. Debt: Short-term notes payable: In September 2015, the Company issued a demand note for an aggregate amount of $250 to an affiliate of the Company. This note bears interest at the rate of 10% per annum and both the principal and interest accrued are payable on demand. In November and December 2015, the Company entered into unsecured convertible promissory note purchase agreements with investors and affiliates of the Company aggregating $1,018 in cash. Under the terms of the note purchase agreements, in November 2015, the Company issued, in exchange for a demand note, an unsecured convertible promissory note in the principal amount of $250 to an affiliate of the Company. The principal amount of the unsecured convertible promissory notes issued in connection with the Company's unsecured debt financing in November and December 2015 bear interest at a rate of 24% per year, are due on August 25, 2016 and are convertible into shares of our Common Stock at the holder's option (i) prior to maturity, in the event the Company consummates an SEC registered public offering of shares of common stock, at a conversion price that is 30% less than the price to the public of the common stock in the public offering, or (ii) up to 60 days after maturity, at a conversion price based upon a Company pre-money valuation of $5,000,000, as determined by taking into account the outstanding shares of common stock and preferred stock, on an as-converted basis, on the maturity date of the note; provided, that following such conversion after the maturity date, each holder that converted such note will also receive cash payments, payable from 1.5% for each $100,000 of notes converted of the revenue received by the Company from its European customer to be paid quarterly on a pro rata basis, with any and all other holders who converted their notes; provided, further, however, that the total amount of cash payments that the holder will be entitled to receive will not exceed three times the aggregate principal amount of each holder's note. Line of Credit: On May 6, 2014, the Company entered into a Credit Agreement with Venture Champion Asia Limited, an affiliate of ICG Global Limited (the "Lender").Under the terms of the Credit Agreement, for a period of 18 months, the Company was permitted to borrow up to $2,000 in unsecured indebtedness from the Lender. In connection with the Company's entry into the Credit Agreement, the Company issued to the Lender warrants to purchase 9 shares of Common Stock and issued to a third party 1 warrant for assisting in the closing of the Credit Agreement. The warrants had a three-year life and an exercise price of $35 per share. The Company ascribed a value to the warrants of $258 using the Black Scholes Merton Pricing Model that was charged to interest expense during the three-month period ended June 30, 2014. The Company concluded it did not have the intent nor the need to draw funds under the line during the term of the agreement. On February 23, 2015, the Company and the Lender mutually agreed to terminate the Credit Agreement. At the time of the termination of the Credit Agreement, no amount was owed by the Company under the Credit Agreement, and contemporaneously with the termination of the Credit Agreement, the above mentioned warrants were likewise terminated. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2015 | |
Derivative liability [Abstract] | |
Derivative liability | 8. Derivative liability: The Company has determined that a contract that would otherwise meet the definition of a derivative but is both (a) indexed to the Company's own stock and (b) classified in stockholders' equity in the statement of financial position would not be considered a derivative financial instrument. The Company applies a two-step model in determining whether a financial instrument or an embedded feature is indexed to an issuer's own stock and thus able to qualify for the scope exception. The Company issued certain warrants in connection with financing transactions from 2010 through 2012 that require liability classification because of certain provisions that may result in an adjustment to the number of shares issued upon settlement and an adjustment to their exercise price. The Company classifies these warrants on its balance sheet as a derivative liability which is fair valued at each reporting period subsequent to the initial issuance. The Company used a simulated probability valuation model to value these warrants. Determining the appropriate fair-value model and calculating the fair value of warrants requires considerable judgment. Any change in the estimates (specifically, probabilities) used may cause the value to be higher or lower than that reported.The assumptions used in the model required significant judgment by management and include the following: volatility, expected term, risk-free interest rate, dividends, and warrant holders' expected rate of return, reset provisions based on expected future financings, projected stock prices, and probability of exercise.The estimated volatility of the Company's common stock at the date of issuance, and at each subsequent reporting period, is based on historical volatility. The risk-free interest rate is based on rates published by the government for bonds with a maturity similar to the expected remaining life of the warrants at the valuation date. The expected life of the warrants is assumed to be equivalent to their remaining contractual term.Dividends are estimated at 0% based on the Company's history of no common stock dividends. The warrants expired in November 2015. The fair value of the outstanding derivative liability at December 31, 2015, and December 31, 2014, was $0 and $18, respectively. Changes in the fair value of the level 3 derivative liability for the year ended December 31, 2015 are as follows: Derivative Liability Balance at January 1, 2015 $ 18 Gain on derivative liability (18) Balance at December 31, 2015 $ - |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders' equity (deficit): Common stock options: At December 31, 2015, the Company has two stock-based employee compensation plans, the 2009 Stock Compensation Plan, and the 2011 Stock Compensation Plan. The Company may also grant options to employees, directors and consultants outside of the 2009 and 2011 plans under individual plans. Information with respect to the Stock Compensation Plans at December 31, 2015 is as follows: 2009 Stock 2011 Stock Shares authorized for issuance 7,000 150,000 Option vesting period Quarterly over 3 Immediate/Quarterly Date adopted by shareholders - November 2011 Option term 7 Years 7 Years Options outstanding 1 81 Options exercisable 1 56 Weighted average exercise price $105 $45 Valuation and Expense Information: The weighted-average fair value of stock-based compensation is based on the Black Scholes Merton valuation model. Forfeitures are estimated and it is assumed no dividends will be declared. The estimated fair value of stock-based compensation awards to employees is amortized over the vesting period of the options. The fair value calculations are based on the following assumptions: Year Ended Year Ended Risk free interest rate 0.04% - 3.04% 0.04% - 3.73% Expected life (years) 3.26 - 6.33 3.26 - 7.00 Expected volatility 120.74% - 198.90% 91.99% - 198.38% Expected dividends None None Estimated average forfeiture rate 7.9% 10% The following table summarizes the allocation of stock-based compensation expense for the years ended December 31, 2015 and 2014. During 2015, the Company granted 31 options at a weighted average grant date fair value of $25 per share. There were no stock options exercised during the years ended December 31, 2015 and 2014. Year Ended Year Ended Research and development $ 174 $ 77 Sales and marketing 132 72 General and administrative 226 134 Director options 43 15 Stock-based compensation expense included in operating expenses $ 575 $ 298 As of December 31, 2015, there was $241 of total unrecognized compensation cost related to non-vested share-based compensation arrangements.The unrecognized compensation cost is expected to be recognized over a weighted average period of 2.5 years. The cash flows from tax benefits for deductions in excess of the compensation costs recognized for share-based payment awards would be classified as financing cash flows.Due to the Company's loss position, there were no such tax benefits during the year ended December 31, 2015. The summary activity for the Company's 2009 and 2011 Stock Compensation Plans is as follows: December 31, 2015 December 31, 2014 Shares Weighted Aggregate Weighted Shares Weighted Aggregate Weighted Outstanding at beginning of period 58 $50 56 $63 Granted 31 $25 $ 33.750 4 $25 - Forfeited/ Cancelled (7) $50 (2) $138 Outstanding at period end 82 $50 - 4.13 58 $50 - 4.18 Options vested and exercisable at period end 57 $50 $ 8,750 3.86 46 $63 - 3.86 Weighted average grant-date fair value of options granted during the period $25 $50 The following table summarizes significant ranges of outstanding and exercisable options as of December 31, 2015: Range of Exercise Prices Options Outstanding Options Exercisable Options Weighted Weighted Number Weighted $25 - $625 82 4.13 $ 50 57 $ 50 A summary of the status of the Company's non-vested shares as of December 31, 2015 is as follows: Non-vested Shares Shares Weighted Average Non-vested at January 1, 2014 12 $ 47 Granted 31 $ 24 Forfeited (2) $ 29 Vested (16) $ 49 Non-vested at December 31, 2015 25 $ 27 An employee or consultant desiring to exercise or convert his or her stock options must provide a signed notice of exercise to the Chief Financial Officer. Once the exercise is approved an issue order is sent to the Company's transfer agent and by certificate or through other means of conveyance, the shares are delivered to the employee or consultant, generally within three business days. The Company expects to make additional option grants in future years. The options issued to employees and directors will be subject to the same provisions outlined above, which may have a material impact on the Company's financial statements. As of December 31, 2015, 82 shares of common stock were reserved for issuance upon exercise of outstanding options. Treasury Stock: The Company received 5 shares of its Common Stock having a fair value under the cost method of $325 in January 2012, in settlement of a 16b suit brought by a shareholder against Phoenix Venture Fund, LLC ("Phoenix"). At December 31, 2015, the total value of treasury stock was $325. The Company has no plans to repurchase shares of Common Stock in the future. Preferred Shares: The Company has five series of Preferred Stock: Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D-1 Preferred Stock and Series D-2 Preferred Stock. Generally, the Company's Preferred Stock votes together on an as converted basis with the holders of Common Stock. In addition, the Company's Preferred Stock enjoys certain protective provisions, a liquidation preference and anti-dilution protection that are similar to one another. The Company has amended its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of its Series D-1 and Series D-2 Preferred Stock. The Company solicited its stockholders and its stockholders approved an amendment of the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Series D-1 Preferred Stock from 6,000 to 10,000, and of Series D-2 Preferred Stock from 9,000 to 10,000 (the "Charter Amendment"). The Charter Amendment allows the Company to have additional shares of stock available for possible future capital raising activities as approved by the Board of Directors. The Company has amended and restated the Certificates of Designation for the Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock to, among other things, subordinate the Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, in terms of dividend rights, liquidation preferences and other rights, to the Series D Preferred Stock.Holders of at least a majority of the shares of the Company's Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock have approved the amendment and restatement of the Certificate of Designation applicable to such holders. Information with respect to the classes of Preferred Stock at December 31, 2015 is as follows: Class of Annual Annual Liquidation Conversion Total Common Series A-1 8% Quarterly in $ 1.00 $ 0.0156 947 50 Series B 10% Quarterly in $ 1.50 $ 0.0104 13,523 1,044 Series C 10% Quarterly in $ 1.50 $ 0.0078 5,491 565 Series D-1 10% Quarterly in $ 1.00 $ 0.0058 8,077 1,116 Series D-2 10% Quarterly in $ 1.00 $ 0.0069 6,321 737 Total 3,512 Information with respect to dividends issued on the Company's Preferred stock for the years ended December 31, 2015 and 2014 is as follows: December 31, December 31, 2015 2014 2015 2014 Dividends Beneficial Conversion Feature Series A-1 $ 72 $ 82 $ - $ - Series B 1,272 1,149 - - Series C 516 468 13 152 Series D-1 715 472 15 195 Series D-2 601 541 - - Total $ 3,176 $ 2,712 $ 28 $ 347 Series A-1 Preferred Stock The shares of Series A-1 Preferred Stock are convertible any time and are subordinate to the Series B, Series C and Series D Preferred Stock. In November 2014, a total of 238 shares of Series A-1 Preferred Stock was converted and the Company issued 2 shares of Common Stock. Series B Preferred Stock The shares of Series B Preferred Stock are convertible at any time and are subordinate to the Series C and Series D Preferred Stock. Series C Preferred Stock The shares of Series C Preferred Stock are convertible into Common Stock at any time and are subordinate to the Series D Preferred Stock. In January 2012, the Company received 6 shares of Common Stock from Phoenix in settlement of a 16b claim brought by a Company stockholder against Phoenix, certain affiliates and the Company, as a nominal defendant. The Common Stock was valued at $325. In settlement of an indemnification claim brought by Phoenix in March 2012, resulting from the settlement of the 16b claim in January 2012, the Company issued to Phoenix 278 shares of Series C Preferred Stock valued at $417. The Company booked a $417 accretion amount for the beneficial conversion feature on the 278 shares of Series C Preferred Stock. Series D Preferred Stock The material terms of the Series D-1 and Series D-2 Preferred Stock, other than the initial conversion price, are essentially the same. The shares of Series D Preferred Stock are convertible at any time and rank senior to the Company's outstanding shares of Series A-1, Series B and Series C Preferred Stock, and of Common Stock with respect to dividend rights and liquidation preferences. On February 7, 2014, the Company sold for $733 in cash, net of a $47 administrative fee paid in cash to SG Phoenix and a nonrelated third party, 520 shares of Series D-1 preferred Stock and 260 shares of Series D-2 Preferred Stock. The investors received one hundred percent (100%) warrant coverage. These warrants are immediately exercisable at $35 per share and expire December 31, 2016. See the warrant table below for more detail. The warrants are exercisable in whole or in part into shares of the Company's Common Stock and contain a cashless exercise provision. On March 6, 2014, the Company sold for $406 in cash, net of a $4 in administrative fee paid in cash to an unrelated third party, 273 Shares of Series D-1 Preferred Stock and 137 shares of Series D-2 Preferred Stock. The investors received one hundred percent (100%) warrant coverage. These warrants are immediately exercisable at $35 per share and expire December 31, 2016. See the warrant table below for more detail. The warrants are exercisable in whole or in part into shares of the Company's Common Stock and contain a cashless exercise provision. On August 5, 2014, the Company sold for $1,070 in cash, net of $50 in administrative fees paid in cash to SG Phoenix, 1,120 Shares of Series D-1 Preferred Stock. On March 24, 2015, the Company sold for $1,200 in cash, net of $33 in administrative fees paid in cash to SG Phoenix, 1,233 shares of Series D-1 Preferred Stock. Investors received warrants to purchase 22 shares of Common Stock, immediately exercisable at $29 per share. In October 2015 the investors received additional warrants to purchase 18 shares of Common Stock immediately exercisable at $16 per share, and the exercise price of the March 2015 warrants were reduced to $16 per share consistent with the terms of the July 2015 financing. The warrants expire March 23, 2018. The Company ascribed a value of $422 to the warrants using the Black-Scholes-Merton pricing model. The warrants are exercisable in whole or in part. On July 23, 2015, the Company sold for $325 in cash, net of $4 in administrative fees paid in cash to SG Phoenix, 329 shares of Series D-1 Preferred Stock. The investors received warrants to purchase 11 shares of Common Stock, immediately exercisable at $16 per share. The warrants expire July 22, 2018. The Company ascribed a value of $91 to the warrants using the Black-Scholes-Merton pricing model. The warrants are exercisable in whole or in part. Preferred Stock Voting and Other Rights Generally, the Company's Preferred Stock votes together on an as converted basis with the holders of Common Stock. In addition, the Company's Preferred Stock enjoys certain protective provisions, a liquidation preference and anti-dilution protection that are similar to one another. Warrants: There were no Warrant exercises in 2015 and 2014: Summary of warrants issued in 2015 and 2014: December 31,2015 December 31, 2014 Related Party Other Total Related Party Other Total Warrants issued with 42 9 51 5 13 18 Warrants issued with - - - - 10 10 Contingent Warrants - - - 28 70 98 Total 42 9 51 33 93 126 A summary of the outstanding warrants is as follows: December 31, 2015 December 31, 2014 Warrants Weighted Warrants Weighted Outstanding at beginning of period 172 $ 36 62 $ 37 Issued 51 $ 35 126 $ 35 Exercised $ $ Expired (17) $ 29 (16) $ 29 Outstanding at end of period 206 $ 33 172 $ 36 Exercisable at end of period 206 $ 33 172 $ 36 A summary of the status of the warrants outstanding as of December 31, 2015 is as follows: Number of Warrants Weighted Average Weighted Average Exercise 43 1.32 $ 29 14 0.90 $ 38 145 1.26 $ 35 4 2.83 $ 16 206 1.36 $ 33 At December 31, 2015, 206 shares of common stock were reserved for issuance upon exercise of outstanding warrants. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies disclosure | 10. Commitments and Contingencies: Lease commitments: The Company currently leases its principal facilities in Redwood Shores, California, pursuant to a sublease that expires in 2016. In addition to monthly rent, the facilities are subject to additional rental payments for utilities and other costs above the base amount. Facilities rent expense was approximately $271 and $289 in 2015 and 2014, respectively. Contractual obligations Total 2016 Thereafter Operating lease commitments (1) (2) $ 161 $ 161 - The Company extended the lease on its offices in April 2010. The base rent decreased by approximately 6% in November 2011 and will increase by approximately 3% per annum over the term of the new lease, which expires on October 31, 2016. The Company sublet approximately 3,000 square feet of unutilized office space in August 2015. The sub-lease will expire on October 31, 2016. The operating lease commitments are net of the sub lease amounts of $97 through 2016. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income tax disclosure | 11. Income taxes: As of December 31, 2015, the Company had federal net operating loss carry-forwards available to reduce taxable income of approximately $65,300. The net operating loss carry-forwards will begin to expire in 2017 if unused. The Company also has state net operating loss carry-forwards available to reduce taxable income of approximately $35,422. The net state operating loss carry-forwards will begin to expire in 2015 if unused. Deferred tax assets and liabilities at December 31 consist of the following: 2015 2014 Deferred tax assets: Net operating loss carry-forwards $ 24,536 $ 23,114 Accruals and reserves 97 141 Deferred revenue 334 382 Intangibles 923 273 Other, net 49 - Fixed Assets 11 894 Gross tax assets 25,950 4,804 Valuation allowance (25,950) (24,804) Net deferred tax assets $ - $ - The Company's provision for income taxes differs from the amount computed by applying the statutory U.S. federal income tax rate to loss before taxes as follows for the years ended December 31, 2015 and December 31, 2014: 2015 2014 Income tax benefit at the federal $ (1,264) $ (1,364) State income tax benefit (216) (233) Credits - - Prior year true up to return 128 5,758 Permanent items and other 206 81 Change in valuation allowance (1,146) (4,242) Income tax expense $ - $ - A full valuation allowance has been established for the Company's net deferred tax assets since the realization of such assets through the generation of future taxable income is uncertain. Under the Tax Reform Act of 1986, the amounts of, and the benefit from, net operating losses and tax credit carry-forwards may be impaired or limited in certain circumstances. These circumstances include, but are not limited to, a cumulative stock ownership change of greater than 50%, as defined, over a three-year period. During 1997, the Company experienced stock ownership changes which could limit the utilization of its net operating loss and research and investment tax credit carry-forwards in future periods. In addition, a study of recent transactions has not been performed to determine whether any further limitations might apply. |
Subsequent event
Subsequent event | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Event [Abstract] | |
Subsequent event | 12. Subsequent events: On January 20, 2016, the Company held its Special Meeting of Stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders voted on (i) an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding shares of common stock in a range of not less than 1-for-750 and not more than 1-for-1,250, (ii) amendments to each of the certificate of designation for each series of our preferred stock to, among other things, (a) automatically convert the respective series of our preferred stock into shares of common stock upon the closing of a firm-commitment underwritten public offering of shares our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company and (b) reduce the conversion price of the respective series of our preferred stock, and (iii) a Second Amended and Restated Certificate of Incorporation which will integrate the then-in-effect provisions of our Amended and Restated Certificate of Incorporation and further amend those provisions by, among other things, decreasing our authorized common stock and preferred stock. The voting results of the Special meeting are incorporated herein by reference to the Company's Form 8-K dated January 22, 2016 filed with the Securities and Exchange Commission on January 22, 2016. On January 21, 2016, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware to effect a 1-for-1,250 reverse split of the Company's outstanding shares of common stock. The reverse split became effective at 9:01 a.m. on January 22, 2016. The information with respect to common stock for the years ended December 31, 2015 and 2014 have been retroactively restated to give effect to the 1-for-1,250 reverse split. The Company's common stock began trading on the OTCQB on a post-reverse split basis on January 22, 2016. Immediately following the effectiveness of the reverse split of the Company's outstanding shares of common stock, there were 187 shares of common stock issued and outstanding. The new CUSIP number for the Company's post reverse split common stock is 46436A203. |
Nature of business, basis of 20
Nature of business, basis of presentation and summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Going concern and management plans | Going concern and management plans: The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Except for 2004, the Company has incurred significant losses since its inception and, at December 31, 2015, the Company's accumulated deficit was $126,918. The Company has primarily met its working capital needs through the sale of debt and equity securities. As of December 31, 2015, the Company's cash balance was $846. These factors raise substantial doubt about the Company's ability to continue as a going concern. There can be no assurance that the Company will be successful in securing adequate capital resources to fund planned operations or that any additional funds will be available to the Company when needed, or if available, will be available on favorable terms or in amounts required by the Company. If the Company is unable to obtain adequate capital resources to fund operations, it may be required to delay, scale back or eliminate some or all of its operations, which may have a material adverse effect on the Company's business, results of operations and ability to operate as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Basis of consolidation | Basis of consolidation: The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America, and include the accounts of iSign Solutions Inc. and its 90% -owned Joint Venture in the People's Republic of China. All inter-company accounts and transactions have been eliminated.All amounts shown in the accompanying consolidated financial statements are in thousands of dollars except per share amounts. |
Use of estimates | Use of estimates: The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. |
Fair value measurement | Fair value measures: Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in the principal or most advantageous market for the asset or liability in an ordinary transaction between market participants on the measurement date. Our policy on fair value measures requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The policy establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The policy prioritizes the inputs into three levels that may be used to measure fair value: Level 1: Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2: Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3: Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company's assets and liabilities measured at fair value, whether recurring or non-recurring, at December 31, 2015 and December 31, 2014, and the fair value calculation input hierarchy level that we have determined applies to each asset and liability category. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: The Company carries financial instruments on the consolidated balance sheet at the fair value of the instruments as of the consolidated balance sheet date. At the end of each period, management assesses the fair value of each instrument and adjusts the carrying value to reflect its assessment. At December 31, 2015 and December 31, 2014, the carrying values of accounts receivable and accounts payable approximated their fair values. |
Treasury stock | Treasury Stock: Shares of common stock returned to, or repurchased by, the Company are recorded at cost and are included as a separate component of stockholders' equity (deficit). Under the cost method, the gross cost of the shares reacquired is charged to a contra equity account titled treasury stock. The equity accounts that were credited for the original share issuance (common stock, additional paid-in capital, etc.) remain intact. When the treasury shares are reissued, proceeds in excess of cost are credited to additional paid-in capital. Any deficiency is charged to accumulated deficit (unless additional paid-in capital from previous treasury share transactions exists, in which case the deficiency is charged to that account, with any excess charged to accumulated deficit). |
Derivatives policy | Derivatives: The Company, from time to time, enters into transactions which contain conversion privileges, the settlement of which may entitle the holder or the Company to settle the obligation(s) by issuance of Company securities. The Company applies a two-step model in determining whether a financial instrument or an embedded feature is indexed to an issuer's own stock and thus able to qualify for the scope exception. The fair value of each derivative is estimated each reporting period. |
Cash and cash equivalents | Cash and cash equivalents: The Company considers all highly liquid investments with maturities at the date of purchase of three months or less to be cash equivalents. |
Concentration of credit risk | Concentrations of credit risk: Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. The Company maintains its cash and cash equivalents with various financial institutions. This diversification of risk is consistent with Company policy to maintain liquidity, and mitigate risk of loss as to principal. To date, accounts receivable have been derived principally from revenue earned from end users, manufacturers, and distributors of computer products in North America. The Company performs periodic credit evaluations of its customers, and does not require collateral. The Company maintains reserves for potential credit losses; historically, such losses have been within management's expectations. The allowance for doubtful accounts is based on the Company's assessment of the collectability of specific customer accounts and an assessment of international, political and economic risk as well as the aging of the accounts receivable. If there is a change in actual defaults from the Company's historical experience, the Company's estimates of recoverability of amounts due could be affected and the Company will adjust the allowance accordingly. |
Deferred financing costs | Deferred financing costs: Deferred financing costs include costs paid in cash, such as professional fees and commissions. The costs associated with equity financings, such as in the sale Common or Preferred Stock, are netted against the proceeds of the offering. In the case of note financings, costs are amortized to interest expense over the life of the notes or upon early payment using the effective interest method.There were no financing costs amortized to interest expense for the years ended December 31, 2015 and 2014, respectively. |
Property, plant and equipment, net | Property and equipment, net: Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, ranging from three to five years. Leasehold improvements are amortized over their estimated useful lives, not to exceed the term of the related lease. The cost of additions and improvements is capitalized, while maintenance and repairs are charged to expense as incurred.Depreciation expense was $16 and $10 for the years ended December 31, 2015 and 2014, respectively. |
Patents | Intangible Assets: Intangible assets are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated lives of the related assets, ranging from five to seventeen years. Amortization expense was $342 and $357 for the years ended December 31, 2015 and 2014, respectively. The estimated remaining weighted average useful lives of the intangible assets are two years. |
Long-lived assets | Long-lived assets: The Company evaluates the recoverability of its long-lived assets, including intangible assets at least annually or whenever circumstances or events indicate such assets might be impaired. The Company would recognize an impairment charge in the event the net book value of such assets exceeded the future undiscounted cash flows attributable to such assets. No such impairment charges have been recorded during the two years ended December 31, 2015 and 2014, respectively. |
Share-based payment | Share-based payment: Share-based compensation expense is based on the estimated grant date fair value of the portion of share-based payment awards that is ultimately expected to vest during the period. The grant date fair value of share-based awards to employees and directors is calculated using the Black-Scholes-Merton valuation model. Forfeitures of share-based payment awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates and it is assumed no dividends will be declared.The estimated fair value of share-based compensation awards to employees is amortized over the vesting period of the options. |
Revenue Recognition, Software | Revenue recognition: The Company recognizes revenue from sales of software products upon shipment, provided that persuasive evidence of an arrangement exists, collection is determined to be probable, all non-recurring engineering work necessary to enable the Company's product to function within the customer's application has been completed and the Company's product has been delivered according to specifications. Revenue from service subscriptions is recognized as costs are incurred or over the service period, whichever is longer. Software license agreements may contain multiple elements, including upgrades and enhancements, products deliverable on a when and if available basis and post- contract support. Revenue from software license agreements is recognized upon delivery of the software, provided that persuasive evidence of an arrangement exists, collection is determined to be probable, all nonrecurring engineering work necessary to enable the Company's products to function within the customer's application has been completed, and the Company has delivered its product according to specifications. |
Revenue Recognition, Multiple-deliverable Arrangements | For arrangements with multiple deliverables, the Company allocates consideration at the inception of an arrangement to all of its deliverables based on their relative selling prices which is determined using vendor specific objective evidence. Maintenance revenue is recorded for post-contract support and upgrades or enhancements, which is paid for in addition to license fees, and is recognized as costs are incurred or over the support period whichever is longer. For undelivered elements where vendor specific objective evidence does not exist, revenue is deferred and subsequently recognized when delivery has occurred and when vendor specific evidence has been determined. |
Research and development | Research and development: Research and development costs are charged to expense as incurred. |
Marketing | Marketing: The Company expenses advertising (marketing) costs as incurred. These expenses are outbound marketing expenses associated with participation in industry events, related sales collateral and email campaigns aimed at generating customer participation in webinars. |
Net loss per share | Net loss per share: The Company calculates net loss per share under the provisions of the relevant accounting guidance. That guidance requires the disclosure of both basic net loss per share, which is based on the weighted average number of shares outstanding, and diluted loss per share, which is based on the weighted average number of shares and dilutive potential shares outstanding. |
Foreign currency translation | Foreign currency translation: The Company considers the functional currency of the Joint Venture, CICC, to be the local currency of China, which is the Renminbi ("RMB") and, accordingly, gains and losses from the translation of the local foreign currency financial statements are included as a component of accumulated other comprehensive loss in the accompanying consolidated balance sheets. Foreign currency assets and liabilities are translated into U.S. dollars at the end-of-period exchange rates except for long-term assets and liabilities, which are translated at historical exchange rates. Revenue and expenses are translated at the average exchange rates in effect during each period except for those expenses related to consolidated balance sheet amounts which are translated at historical exchange rates. Net foreign currency transaction gains and losses are included in interest and other income, net in the accompanying consolidated statements of operations. Foreign currency transaction gains and losses in 2015 and 2014 were insignificant. |
Income taxes | Income taxes: Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their financial statement reported amounts and for tax loss and credit carry-forwards. A valuation allowance is provided against deferred tax assets when it is determined to be more likely than not that the deferred tax asset will not be realized. There have been no unrecognized tax benefits and, accordingly, there has been no effect on the Company's financial condition or results of operations. The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company is no longer subject to U.S. federal tax examinations for years before 2006, and state tax examinations for years before 2005. Management does not believe there will be any material changes in the Company's unrecognized tax positions over the next 12 months. The Company's policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. |
Recently issued accounting pronouncement | Recently issued accounting pronouncement: Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company's financial position, results of operations or cash flows. |
Nature of business, basis of 21
Nature of business, basis of presentation and summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of cash and cash equivalents | The Company's cash and cash equivalents, at December 31, consisted of the following 2015 2014 Cash in bank $ 846 $ 775 Money market funds - - Cash and cash equivalents $ 846 $ 775 |
Schedule of amortization for intangible assets | Future intangible asset amortization is as follows: Year Ended December 31, 2016 $ 322 2017 269 Total $ 591 |
Schedule of Antidilutive Securities Excluded from Calculation of Earnings Per Share | The number of shares of Common Stock subject to outstanding options, preferred shares on an as converted basis and shares issuable upon exercise of warrants excluded from the calculation of loss per share as their inclusion would be anti-dilutive are as follows: December 31, December 31, Common Stock subject to outstanding options 82 58 Series A-1 Preferred Stock 50 45 Series B Preferred Stock 1,044 945 Series C Preferred Stock 565 512 Series D-1 Preferred Stock 1,116 801 Series D-2 Preferred Stock 737 667 Warrants outstanding 206 171 |
Concentration (Tables)
Concentration (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Schedule of accounts receivable and revenue concentration | The following table summarizes accounts receivable and revenue concentrations: Accounts Receivable Total Revenue 2015 2014 2015 2014 Customer #1 - 44% 13% - Customer #2 20% 19% 10% 12% Customer #3 - - - 12% Customer #4 - - 24% 11% Customer #5 18% 10% - - Customer #6 20% - - - Customer #7 39% - - - Total concentration 97% 73% 47% 35% |
Schedule of sales concentrations by geographical areas | The following table summarizes sales concentrations: December 31,2015 December 31, 2014 Sales within the United States 93% 99% Sales outside of the United States 7% 1% Total 100% 100% |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property and equipment, net at December 31, consists of the following: 2015 2014 Machinery and equipment $ 1,249 $ 1,235 Office furniture and fixtures 435 435 Leasehold improvements 125 90 Purchased software 323 323 2,132 2,083 Less accumulated depreciation and amortization (2,088) (2,072) $ 44 $ 11 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Intangible assets, net consists of the following at December 31: Weighted 2015 2014 Technology 2 $ 6,745 $ 6,745 Less accumulated amortization (6,154) (5,812) $ 591 $ 933 |
Other accrued liabilities (Tabl
Other accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of other accrued liabilities | The Company had the following other accrued liabilities at December 31: 2015 2014 Accrued professional services $ 23 $ 8 Rents 19 44 Management fees 503 280 Accrued interest 49 - Other 21 6 Total $ 615 $ 338 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity [Abstract] | |
Stock Compensation Plans Information Summary | Information with respect to the Stock Compensation Plans at December 31, 2015 is as follows: 2009 Stock 2011 Stock Shares authorized for issuance 7,000 150,000 Option vesting period Quarterly over 3 Immediate/Quarterly Date adopted by shareholders - November 2011 Option term 7 Years 7 Years Options outstanding 1 81 Options exercisable 1 56 Weighted average exercise price $105 $45 |
Key assumptions for fair value calculation, stock options | The fair value calculations are based on the following assumptions: Year Ended Year Ended Risk free interest rate 0.04% - 3.04% 0.04% - 3.73% Expected life (years) 3.26 - 6.33 3.26 - 7.00 Expected volatility 120.74% - 198.90% 91.99% - 198.38% Expected dividends None None Estimated average forfeiture rate 7.9% 10% |
Allocation of stock-based compensation expense related to stock option grants | The following table summarizes the allocation of stock-based compensation expense for the years ended December 31, 2015 and 2014. During 2015, the Company granted 31 options at a weighted average grant date fair value of $25 per share. There were no stock options exercised during the years ended December 31, 2015 and 2014. Year Ended Year Ended Research and development $ 174 $ 77 Sales and marketing 132 72 General and administrative 226 134 Director options 43 15 Stock-based compensation expense included in operating expenses $ 575 $ 298 |
Summary of option activity | The summary activity for the Company's 2009 and 2011 Stock Compensation Plans is as follows: December 31, 2015 December 31, 2014 Shares Weighted Aggregate Weighted Shares Weighted Aggregate Weighted Outstanding at beginning of period 58 $50 56 $63 Granted 31 $25 $ 33.750 4 $25 - Forfeited/ Cancelled (7) $50 (2) $138 Outstanding at period end 82 $50 - 4.13 58 $50 - 4.18 Options vested and exercisable at period end 57 $50 $ 8,750 3.86 46 $63 - 3.86 Weighted average grant-date fair value of options granted during the period $25 $50 |
Summary of the significant ranges of outstanding and exercisable options | The following table summarizes significant ranges of outstanding and exercisable options as of December 31, 2015: Range of Exercise Prices Options Outstanding Options Exercisable Options Weighted Weighted Number Weighted $25 - $625 82 4.13 $ 50 57 $ 50 |
Summary of the status of the Company's non-vested shares | A summary of the status of the Company's non-vested shares as of December 31, 2015 is as follows: Non-vested Shares Shares Weighted Average Non-vested at January 1, 2014 12 $ 47 Granted 31 $ 24 Forfeited (2) $ 29 Vested (16) $ 49 Non-vested at December 31, 2015 25 $ 27 |
Information with respect to the classes of Preferred Stock | Information with respect to the classes of Preferred Stock at December 31, 2015 is as follows: Class of Annual Annual Liquidation Conversion Total Common Series A-1 8% Quarterly in $ 1.00 $ 0.0156 947 50 Series B 10% Quarterly in $ 1.50 $ 0.0104 13,523 1,044 Series C 10% Quarterly in $ 1.50 $ 0.0078 5,491 565 Series D-1 10% Quarterly in $ 1.00 $ 0.0058 8,077 1,116 Series D-2 10% Quarterly in $ 1.00 $ 0.0069 6,321 737 Total 3,512 |
Information with respect to dividends issued on the Company's preferred stock | Information with respect to dividends issued on the Company's Preferred stock for the years ended December 31, 2015 and 2014 is as follows: December 31, December 31, 2015 2014 2015 2014 Dividends Beneficial Conversion Feature Series A-1 $ 72 $ 82 $ - $ - Series B 1,272 1,149 - - Series C 516 468 13 152 Series D-1 715 472 15 195 Series D-2 601 541 - - Total $ 3,176 $ 2,712 $ 28 $ 347 |
Summary of warrants issued to related party and other | A summary of the outstanding warrants is as follows: December 31, 2015 December 31, 2014 Warrants Weighted Warrants Weighted Outstanding at beginning of period 172 $ 36 62 $ 37 Issued 51 $ 35 126 $ 35 Exercised $ $ Expired (17) $ 29 (16) $ 29 Outstanding at end of period 206 $ 33 172 $ 36 Exercisable at end of period 206 $ 33 172 $ 36 |
Summary of the warrants issued | Summary of warrants issued in 2015 and 2014: December 31,2015 December 31, 2014 Related Party Other Total Related Party Other Total Warrants issued with 42 9 51 5 13 18 Warrants issued with - - - - 10 10 Contingent Warrants - - - 28 70 98 Total 42 9 51 33 93 126 |
Status of the warrants outstanding | A summary of the status of the warrants outstanding as of December 31, 2015 is as follows: Number of Warrants Weighted Average Weighted Average Exercise 43 1.32 $ 29 14 0.90 $ 38 145 1.26 $ 35 4 2.83 $ 16 206 1.36 $ 33 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual obligations, material commitments | Contractual obligations Total 2016 Thereafter Operating lease commitments (1) (2) $ 161 $ 161 - The Company extended the lease on its offices in April 2010. The base rent decreased by approximately 6% in November 2011 and will increase by approximately 3% per annum over the term of the new lease, which expires on October 31, 2016. The Company sublet approximately 3,000 square feet of unutilized office space in August 2015. The sub-lease will expire on October 31, 2016. The operating lease commitments are net of the sub lease amounts of $97 through 2016. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | Deferred tax assets and liabilities at December 31 consist of the following: 2015 2014 Deferred tax assets: Net operating loss carry-forwards $ 24,536 $ 23,114 Accruals and reserves 97 141 Deferred revenue 334 382 Intangibles 923 273 Other, net 49 - Fixed Assets 11 894 Gross tax assets 25,950 4,804 Valuation allowance (25,950) (24,804) Net deferred tax assets $ - $ - |
Schedule of components of income tax expense (benefit) | The Company's provision for income taxes differs from the amount computed by applying the statutory U.S. federal income tax rate to loss before taxes as follows for the years ended December 31, 2015 and December 31, 2014: 2015 2014 Income tax benefit at the federal $ (1,264) $ (1,364) State income tax benefit (216) (233) Credits - - Prior year true up to return 128 5,758 Permanent items and other 206 81 Change in valuation allowance (1,146) (4,242) Income tax expense $ - $ - |
Nature of business, basis of 29
Nature of business, basis of presentation and summary of significant accounting policies (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash and Cash Equivalents, at Carrying Value [Abstract] | |||
Cash in bank | $ 846 | $ 775 | |
Money market funds | |||
Cash and cash equivalents | $ 846 | $ 775 | $ 945 |
Nature of business, basis of 30
Nature of business, basis of presentation and summary of significant accounting policies (Details 1) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,016 | $ 322 |
2,017 | 269 |
Total | $ 591 |
Nature of business, basis of 31
Nature of business, basis of presentation and summary of significant accounting policies (Details 2) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, shares | 50 | 45 |
Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, shares | 1,044 | 945 |
Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, shares | 565 | 512 |
Series D One Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, shares | 1,116 | 801 |
Series D Two Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, shares | 737 | 667 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, shares | 82 | 58 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, shares | 206 | 171 |
Nature of business, basis of 32
Nature of business, basis of presentation and summary of significant accounting policies (Details Textual) - Subsequent Event [Member] | Jan. 21, 2016 | Jan. 31, 2016 |
Subsequent Event [Line Items] | ||
Reverse stock split, description | On January 21, 2016, iSign Solutions Inc (the Company or iSign) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the Certificate of Amendment) with the Secretary of State of the State of Delaware to effect a 1-for-1,250 reverse split of the Company outstanding shares of common stock. The reverse split became effective at 9:01 a.m. on January 22, 2016. The information with respect to common stock for the years ended December 31, 2015 and 2014 have been retroactively restated to give effect to the 1-for-1,250 reverse split. | |
Reverse stock split, conversion ratio | 1,250 | 1 |
Nature of business, basis of 33
Nature of business, basis of presentation and summary of significant accounting policies (Details Textual 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash and Cash Equivalents, at Carrying Value | $ 846 | $ 775 | $ 945 |
Accumulated deficit | (127,063) | (123,199) | |
Depreciation expense | 16 | 10 | |
Patent amortization expense | 342 | 357 | |
Impairment of Long-Lived Assets Held-for-use | 0 | 0 | |
Marketing expense | $ 8 | $ 46 | |
Estimated remaining weighted average useful lives of patents | P2Y | ||
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 5 years | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, useful life | 17 years |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 97.00% | 73.00% |
Accounts Receivable [Member] | Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 44.00% | |
Accounts Receivable [Member] | Customer Two[Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 20.00% | 19.00% |
Accounts Receivable [Member] | Customer Five [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 18.00% | 10.00% |
Accounts Receivable [Member] | Customer Six [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 20.00% | |
Accounts Receivable [Member] | Customer Seven [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 39.00% | |
Sales Revenue, Services, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 47.00% | 35.00% |
Sales Revenue, Services, Net [Member] | Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 13.00% | |
Sales Revenue, Services, Net [Member] | Customer Two[Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 10.00% | 12.00% |
Sales Revenue, Services, Net [Member] | Customer Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 12.00% | |
Sales Revenue, Services, Net [Member] | Customer Four [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 24.00% | 11.00% |
Concentrations (Details 1)
Concentrations (Details 1) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | ||
Concentration risk, percentage of total sales | 100.00% | 100.00% |
Domestic Destination [Member] | Geographic Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage of total sales | 93.00% | 99.00% |
Export Sales [Member] | Geographic Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage of total sales | 7.00% | 1.00% |
Property, plant and equipment36
Property, plant and equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 2,132 | $ 2,083 |
Less accumulated depreciation and amortization | (2,088) | (2,072) |
Property, Plant and Equipment, Net | 44 | 11 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,249 | 1,235 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 435 | 435 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 125 | 90 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 323 | $ 323 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Amortizable intangible assets | ||
Finite-lived intangible assets, gross | $ 6,745 | $ 6,745 |
Finite-Lived intangible assets, accumulated amortization | (6,154) | (5,812) |
Finite-lived intangible assets, net | $ 591 | $ 933 |
Technology [Member] | ||
Amortizable intangible assets | ||
Weighted Average Amortization Period (Years) | 2 years |
Chinese Joint Venture (Non-Co38
Chinese Joint Venture (Non-Controlling Interest) (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Noncontrolling Interest [Line Items] | ||
Revenues | $ 1,620 | $ 1,515 |
Joint Venture with Jiangsu Hongtu Electronics Group [Member] | ||
Noncontrolling Interest [Line Items] | ||
Ownership percentage | 90.00% | 90.00% |
Revenues | $ 0 | $ 0 |
Long-lived assets | $ 0 | $ 0 |
Other accrued liabilities (Deta
Other accrued liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Liabilities, Current [Abstract] | ||
Accrued profesisonal services | $ 23 | $ 8 |
Rents | 19 | 44 |
Management fees | 503 | 280 |
Accrued Interest | 49 | |
Other | 21 | 6 |
Total | $ 615 | $ 338 |
Short-term notes payable (Detai
Short-term notes payable (Details Textual) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2015USD ($)$ / sharesshares | Nov. 30, 2015USD ($) | May. 31, 2014 | Dec. 31, 2015USD ($)$ / sharesshares | Sep. 30, 2015USD ($) | Dec. 31, 2014$ / sharesshares | May. 06, 2014USD ($) | Dec. 31, 2013$ / shares | |
Short-term Debt [Line Items] | ||||||||
Short-term Debt | $ 1,268 | $ 1,268 | ||||||
Proceeds from Debt, Net of Issuance Costs | $ 1,268 | |||||||
Warrants Weighted Average Exercise Price | $ / shares | $ 33 | $ 33 | $ 36 | $ 37 | ||||
Number of common shares callable by warrants | shares | 3,583,000 | |||||||
Venture Champion Asia Limited [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Line of cerdit, initiation day | May 6, 2014 | |||||||
Line of credit facility, description | Credit Agreement | |||||||
Line of credit facility, unsecured indebtedness, current amount | $ 2,000 | |||||||
Line of credit facility period | 18 months | |||||||
Credit agreement termination date | Feb. 23, 2015 | |||||||
Credit Agreement Warrant [Member] | Venture Champion Asia Limited [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Class Of Warrant Or Right Number Of Warrants Or Rights Issued | shares | 1 | 1 | ||||||
Warrants Weighted Average Exercise Price | $ / shares | $ 35 | $ 35 | ||||||
Fair value assumptions for warrants pricing, expected term | 3 years | |||||||
Number of common shares callable by warrants | shares | 9,000 | 9,000 | ||||||
Fair value of warrants booked as interest expense at period end | $ 258 | |||||||
Demand Notes [Member] | Affiliated Entity [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Short-term Debt | $ 250 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||
Unsecured Convertible Promissory Notes [Member] | Investor [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Proceeds from Debt, Net of Issuance Costs | $ 1,018 | |||||||
Debt Instrument, Convertible, Terms of Conversion Feature | convertible into shares of our common stock at the holders option (i) prior to maturity, in the event the Company consummates an SEC registered public offering of shares of common stock, at a conversion price that is 30% less than the price to the public of the common stock in the public offering, or (ii) up to 60 days after maturity, at a conversion price based upon a Company pre-money valuation of $5,000,000, as determined by taking into account the outstanding shares of common stock and preferred stock, on an as-converted basis, on the maturity date of the note; provided, that following such conversion after the maturity date, each holder that converted such note will also receive cash payments, payable from 1.5% for each $100,000 of notes converted of the revenue received by the Company from its European customer to be paid quarterly on a pro rata basis, with any and all other holders who converted their notes; provided, further, however, that the total amount of cash payments that the holder will be entitled to receive will not exceed three times the aggregate principal amount of each holders note. | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 24.00% | 24.00% | ||||||
Debt Conversion, Converted Instrument, Expiration or Due Date | Aug. 25, 2016 | |||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 30.00% | |||||||
Debt Instrument, Convertible, Threshold Trading Days | $ / shares | 60 | |||||||
Company pre-money valuation amount | $ 5,000 | $ 5,000 | ||||||
Percentage of cash payments paid based on each $100,000 of notes converted from the revenue | 1.50% | |||||||
Incremental amount of notes converted into revenue received that serves as basis for calculation of cash payments | $ 100 | |||||||
Unsecured Convertible Promissory Notes [Member] | Affiliated Entity [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Principal amount of unsecured convertible promissory note issued in exchange of a demand note | $ 250 | |||||||
Debt Instrument, Convertible, Terms of Conversion Feature | convertible into shares of our common stock at the holders option (i) prior to maturity, in the event the Company consummates an SEC registered public offering of shares of common stock, at a conversion price that is 30% less than the price to the public of the common stock in the public offering, or (ii) up to 60 days after maturity, at a conversion price based upon a Company pre-money valuation of $5,000,000, as determined by taking into account the outstanding shares of common stock and preferred stock, on an as-converted basis, on the maturity date of the note; provided, that following such conversion after the maturity date, each holder that converted such note will also receive cash payments, payable from 1.5% for each $100,000 of notes converted of the revenue received by the Company from its European customer to be paid quarterly on a pro rata basis, with any and all other holders who converted their notes; provided, further, however, that the total amount of cash payments that the holder will be entitled to receive will not exceed three times the aggregate principal amount of each holders note. | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 24.00% | |||||||
Debt Conversion, Converted Instrument, Expiration or Due Date | Aug. 25, 2016 | |||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 30.00% | |||||||
Debt Instrument, Convertible, Threshold Trading Days | 60 | |||||||
Company pre-money valuation amount | $ 5,000 | |||||||
Percentage of cash payments paid based on each $100,000 of notes converted from the revenue | 1.50% | |||||||
Incremental amount of notes converted into revenue received that serves as basis for calculation of cash payments | $ 100 |
Derivative liability (Details 1
Derivative liability (Details 1) - Derivative Financial Instruments, Liabilities [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of period | $ 18 |
Gain on derivative liability | $ (18) |
Balance at end of period |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding | 82 | 58 | 56 |
Excercisable stock options | 57 | 46 | |
Weighted average exercise price | $ 50 | $ 50 | $ 63 |
2009 Stock Compensation Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized for issuance | 7,000 | ||
Option vesting period | Quarterly over 3 years | ||
Date adopted by shareholders | |||
Option term | 7 years | ||
Options outstanding | 1 | ||
Excercisable stock options | 1 | ||
Weighted average exercise price | $ 105 | ||
2011 Stock Compensation Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares authorized for issuance | 150,000 | ||
Option vesting period | Immediate / Quarterly over 3 years | ||
Date adopted by shareholders | November 2,011 | ||
Option term | 7 years | ||
Options outstanding | 81 | ||
Excercisable stock options | 56 | ||
Weighted average exercise price | $ 45 |
Stockholders' Equity (Details1)
Stockholders' Equity (Details1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | ||
Risk-free interest rate, minimum | 0.04% | 0.04% |
Risk-free interest rate, maximum | 3.04% | 3.73% |
Expected volatility, minimum | 120.74% | 91.99% |
Expected volatility, maximum | 198.90% | 198.38% |
Expected dividend yield | $ 0 | $ 0 |
Estimated average forfeiture rate | 7.90% | 10.00% |
Minimum [Member] | ||
Fair value assumptions, stock options | ||
Expected life | 3 years 3 months 4 days | 3 years 3 months 4 days |
Maximum [Member] | ||
Fair value assumptions, stock options | ||
Expected life | 6 years 3 months 29 days | 7 years |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 575 | $ 298 |
Research and Development Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 174 | 77 |
Selling and Marketing Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 132 | 72 |
General and Administrative Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 226 | 134 |
Director Expense [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 43 | $ 15 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of stock options outstanding | ||
Stock Options Outstanding, Beginning Balance | 58 | 56 |
Stock Options, Granted | 31 | 4 |
Stock Options, Forfeited, or expired | (7) | (2) |
Stock Options Outstanding, Ending Balance | 82 | 58 |
Options exercisable | 57 | 46 |
Weighted Average Exercise Price, Beginning Period | $ 50 | $ 63 |
Weighted Average Exercise Price, Granted | 25 | 25 |
Weighted Average Exercise Price, Forfeited, or expired | 50 | 138 |
Weighted Average Exercise Price, Ending Period | 50 | 50 |
Weighted Average Exercise Price, Exercisable at ending balance | $ 50 | $ 63 |
Weighted Average Remaining Contractual Term, ending balance | 4 years 1 month 17 days | 4 years 2 months 5 days |
Weighted Average Remaining Contractual Term, excercisable at ending balance | 3 years 10 months 10 days | 3 years 10 months 10 days |
Aggregate Intrinsic Value, Beginning Balance | ||
Aggregate Intrinsic Value, Granted | $ 33,750 | |
Aggregate Intrinsic Value, Ending Balance | ||
Aggregate Intrinsic Value, Vested and expected to vest at ending balance | $ 8,750 | |
Weighted average grant date fair value of options granted during period | $ 25 | $ 50 |
Stockholders' Equity (Details 4
Stockholders' Equity (Details 4) - Range One [Member] shares in Thousands | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Range, Lower Range Limit | $ 25 |
Exercise Price Range, Upper Range Limit | $ 625 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | |
Number of Outstanding Options | shares | 82 |
Outstanding Options, Weighted Average Remaining Contractual Term | 4 years 1 month 17 days |
Outstanding Options, Weighted Average Exercise Price | $ 50 |
Exercise Price Range, Number of Exercisable Options | shares | 57 |
Exercisable Options, Weighted Average Exercise Price | $ 50 |
Stockholders' Equity (Details 5
Stockholders' Equity (Details 5) shares in Thousands | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Equity Instruments, Options, Nonvested Shares Roll-Forward | |
Non-vested shares, Beginning Balance | shares | 12 |
Non-vested shares, Granted | shares | 31 |
Non-vested shares, Forfeited, or expired | shares | (2) |
Non-vested shares, vested | shares | (16) |
Stock Options Outstanding, Ending Balance | shares | 25 |
Weighted Average Grant Date Fair Value, Options Nonvested at beginning of period | $ / shares | $ 47 |
Weighted Average Grant Date Fair Value, Options nonvested, grants in period | $ / shares | 24 |
Weighted Average Grant Date Fair Value, Options nonvested, forfeited in period | $ / shares | 29 |
Weighted Average Grant Date Fair Value, Options nonvested, vested in period | $ / shares | 49 |
Weighted Average Grant Date Fair Value, Options nonvested at end of period | $ / shares | $ 27 |
Stockholders' Equity (Details 6
Stockholders' Equity (Details 6) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Common Shares to be Issued if Fully Converted | 3,512,000 | |
Series A Preferred Stock [Member] | ||
Annual Dividend | 8.00% | |
Annual Dividend Payable, in Cash or In Kind | Quarterly in Arrears | |
Liquidation preference | $ 1 | |
Conversion price | $ 0.0156 | |
Total Preferred Shares Outstanding | 947,000 | 875,000 |
Common Shares to be Issued if Fully Converted | 50,000 | |
Series B Preferred Stock [Member] | ||
Annual Dividend | 10.00% | |
Annual Dividend Payable, in Cash or In Kind | Quarterly in Arrears | |
Liquidation preference | $ 1.50 | |
Conversion price | $ 0.0104 | |
Total Preferred Shares Outstanding | 13,523,000 | 12,251,000 |
Common Shares to be Issued if Fully Converted | 1,044,000 | |
Series C Preferred Stock [Member] | ||
Annual Dividend | 10.00% | |
Annual Dividend Payable, in Cash or In Kind | Quarterly in Arrears | |
Liquidation preference | $ 1.50 | |
Conversion price | $ 0.0078 | |
Total Preferred Shares Outstanding | 5,491,000 | 4,975,000 |
Common Shares to be Issued if Fully Converted | 565,000 | |
Series D One Preferred Stock [Member] | ||
Annual Dividend | 10.00% | |
Annual Dividend Payable, in Cash or In Kind | Quarterly in Arrears | |
Liquidation preference | $ 1 | |
Total Preferred Shares Outstanding | 8,077,000 | 5,800,000 |
Common Shares to be Issued if Fully Converted | 1,116,000 | |
Series D Two Preferred Stock [Member] | ||
Annual Dividend | 10.00% | |
Annual Dividend Payable, in Cash or In Kind | Quarterly in Arrears | |
Liquidation preference | $ 1 | |
Total Preferred Shares Outstanding | 6,321,000 | 5,720,000 |
Common Shares to be Issued if Fully Converted | 737,000 |
Stockholders' Equity (Details 7
Stockholders' Equity (Details 7) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Dividends Net of Beneficial Conversion Feature | $ 3,176 | $ 2,712 |
Beneficial Conversion Feature Related to Dividends | 28 | 347 |
Series A Preferred Stock [Member] | ||
Dividends Net of Beneficial Conversion Feature | 72 | 82 |
Series B Preferred Stock [Member] | ||
Dividends Net of Beneficial Conversion Feature | 1,272 | 1,149 |
Series C Preferred Stock [Member] | ||
Dividends Net of Beneficial Conversion Feature | 516 | 468 |
Beneficial Conversion Feature Related to Dividends | 13 | 152 |
Series D One Preferred Stock [Member] | ||
Dividends Net of Beneficial Conversion Feature | 715 | 472 |
Beneficial Conversion Feature Related to Dividends | 15 | 195 |
Series D Two Preferred Stock [Member] | ||
Dividends Net of Beneficial Conversion Feature | $ 601 | $ 541 |
Stockholders' Equity (Details 9
Stockholders' Equity (Details 9) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | ||
Warrants issued with purchase of Series D Preferred | 51 | 18 |
Warrants issued with line of credit | 10 | |
Contingent Warrants issued | 98 | |
Number of warrants issued | 51 | 126 |
Related Party [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued with purchase of Series D Preferred | 42 | 5 |
Contingent Warrants issued | 28 | |
Number of warrants issued | 42 | 33 |
Other Holders [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued with purchase of Series D Preferred | 9 | 13 |
Warrants issued with line of credit | 10 | |
Contingent Warrants issued | 70 | |
Number of warrants issued | 9 | 93 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 10) shares in Thousands | 12 Months Ended | |
Dec. 31, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares | |
Class Of Warrant Or Right Number Of Warrants Or Rights Roll Forward | ||
Number of Warrants Outstanding at beginning of period | shares | 172 | 62 |
Number of warrants issued | shares | 51 | 126 |
Number Of Warrants Or Rights Exercised | shares | ||
Number Of Warrants Or Rights Expired | shares | (17) | (16) |
Number of Warrants Outstanding at end of period | shares | 206 | 172 |
Number of Warrants Or Rights Exercisable at end of period | shares | 206 | 172 |
Excercise Price of Warrants Outstanding at beginning of period | $ / shares | $ 36 | $ 37 |
Exercise Price Of Warrants Issued | $ / shares | 35 | 35 |
Exercise Price Of Warrants Exercised | $ / shares | ||
Exercise Price Of Warrants Expired | $ / shares | 29 | 29 |
Excercise Price of Warrants Outstanding at end of period | $ / shares | $ 33 | $ 36 |
Exercise Price Of WarrantsExercisable at end of period | $ / shares | 33 | 36 |
Stockholders' Equity (Details52
Stockholders' Equity (Details 11) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Excercisable | 206 | 172 | 62 |
Weighted Average Remaining Life Of Warrants Or Rights | 1 year 4 months 9 days | ||
Warrants Weighted Average Exercise Price | $ 33 | $ 36 | $ 37 |
Warrants Group One [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Excercisable | 43 | ||
Weighted Average Remaining Life Of Warrants Or Rights | 1 year 3 months 25 days | ||
Warrants Weighted Average Exercise Price | $ 29 | ||
Warrants Group Two [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Excercisable | 14 | ||
Weighted Average Remaining Life Of Warrants Or Rights | 10 months 24 days | ||
Warrants Weighted Average Exercise Price | $ 38 | ||
Warrants Group Three [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Excercisable | 145 | ||
Weighted Average Remaining Life Of Warrants Or Rights | 1 year 3 months 3 days | ||
Warrants Weighted Average Exercise Price | $ 35 | ||
Warrants Group Four [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants Outstanding and Excercisable | 4 | ||
Weighted Average Remaining Life Of Warrants Or Rights | 2 years 9 months 29 days | ||
Warrants Weighted Average Exercise Price | $ 16 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Arrangements with Employees and Nonemployees [Abstract] | ||
Stock Options, Granted | 31 | 4 |
Weighted average grant date fair value of options granted during period | $ 25 | $ 50 |
Total unrecognized compensation expense related to non-vested share-based compensation arrangements granted under the plans | $ 241 | |
Unrecognized compensation expense amortization period | 2 years 6 months | |
Common stock reserved upon issuance of outstanding options | $ 82 | |
Fair value under the cost method of Common Stock received as settlement of 16b claim | $ 325 | |
Treasury Stock, Value | $ 325 | $ 325 |
Treasury Stock, Shares | 5 | 5 |
Stockholders' Equity (Details54
Stockholders' Equity (Details Textual 1) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||||||
Jul. 31, 2015 | Mar. 31, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | May. 31, 2013 | Jan. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2015 | Oct. 23, 2015 | Jul. 23, 2015 | Mar. 24, 2015 | Mar. 06, 2014 | Feb. 07, 2014 | Dec. 31, 2013 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Number of common shares, reserved for issuance upon exercise of outstanding warrants | 206 | |||||||||||||||
Treasury Stock, Value | $ 325 | $ 325 | ||||||||||||||
Treasury Stock, Shares | 5 | 5 | ||||||||||||||
Warrants Weighted Average Exercise Price | $ 36 | $ 33 | $ 37 | |||||||||||||
Number of common shares callable by warrants | 3,583 | |||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Common shares issued in connection with the conversion of preferred shares, shares | (238) | |||||||||||||||
Settlement of the Indemnification Claim [Member] | Series C Preferred Stock [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Number of shares sold in private placement | 278 | |||||||||||||||
Accretion of beneficial conversion feature on Preferred Shares issued | $ 417 | |||||||||||||||
Treasury Stock, Value | $ 325 | |||||||||||||||
Treasury Stock, Shares | 5 | |||||||||||||||
Private Placement [Member] | Series D Preferred Stock [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Proceeds from sale of stock, net | $ 325 | $ 1,200 | $ 1,070 | $ 406 | $ 733 | $ 1,150 | ||||||||||
Administrative fees paid in cash | $ 4 | $ 33 | $ 50 | $ 4 | $ 47 | |||||||||||
Fair value of contingent warrants | $ 91 | $ 422 | ||||||||||||||
Warrant coverage, maximum percentage | 100.00% | 100.00% | 100.00% | |||||||||||||
Warrants Weighted Average Exercise Price | $ 16 | $ 16 | $ 29 | $ 35 | $ 35 | |||||||||||
Excercise period of warrants or rights | immediately | immediately | immediately | immediately | immediately | |||||||||||
Warrants, expiration date | Jul. 22, 2018 | Mar. 23, 2018 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | |||||||||||
Number of common shares callable by warrants | 18 | 11 | 22 | |||||||||||||
Private Placement [Member] | Series D One Preferred Stock [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Number of shares sold in private placement | 329 | 1,233 | 1,120 | 273 | 520 | |||||||||||
Private Placement [Member] | Series D Two Preferred Stock [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Number of shares sold in private placement | 137 | 260 | ||||||||||||||
Stock Conversion [Member] | Series A Preferred Stock [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Preferred stock converted into common shares during period, shares | 238 | |||||||||||||||
Common shares issued in connection with the conversion of preferred shares, shares | 2 |
Stockholders' Equity (Details55
Stockholders' Equity (Details Textual 2) - shares | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Series D-1 Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 6,000,000 |
Series D-2 Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 9,000,000 |
Commitments and Contingencies56
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Contractual Obligations, payments due by period | |
Contractual obligations, operating lease commitments due in 2016 | $ 161 |
Contractual obligations, operating lease commitments (1) (2) | $ 161 |
Commitments and Contingencies57
Commitments and Contingencies (Details Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease commitments renewal month | 2010-04 |
Original decrease of base rent percentage | 6.00% |
Annual increase in base rent, in percent | 3.00% |
Operating lease expiration date | Oct. 31, 2016 |
Origination date of office sub-lease | 2015-08 |
Office sub-lease expiration date | Oct. 31, 2016 |
Operating Leases, Rent Expense, Sublease Rentals | $ 97 |
Commitments and Contingencies58
Commitments and Contingencies (Details Textuals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Facilities rent expense | $ 271 | $ 289 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred Tax Assets, Gross [Abstract] | ||
Net operating loss carry-forwards | $ 24,536 | $ 23,114 |
Accruals and reserves | 97 | 141 |
Deferred revenue | 334 | 382 |
Intangibles | 923 | 273 |
Other, net | 49 | |
Fixed Assets | 11 | 894 |
Gross tax assets | 25,950 | 24,804 |
Valuation allowance | $ 25,950 | $ 24,804 |
Net deferred tax assets |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | ||
Income tax (benefit) at the federal statutory rate | $ (1,264) | $ (1,364) |
State income tax benefit | $ (216) | $ (233) |
Credits | ||
Prior year true up to return | $ 128 | $ 5,758 |
Permanent items and other | 206 | 81 |
Change in valuation allowance | $ 1,146 | $ (4,242) |
Income tax expense |
Income Taxes (Details Textual)
Income Taxes (Details Textual) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal net operating loss carry-forward | $ 65,300 |
State net operating loss carry-forward | $ 35,422 |
Federal operating loss carryforwards expiration year | 2,017 |
State operating loss carryforwards expiration year | 2,015 |
Circumstances, under which the amounts of, and the benefit from, net operatin losses and tax credit carry-forwards may be impared or limited | Under the Tax Reform Act of 1986, the amounts of, and the benefit from, net operating losses and tax credit carry-forwards may be impaired or limited in certain circumstances. These circumstances include, but are not limited to, a cumulative stock ownership change of greater than 50%, as defined, over a three-year period. During 1997, the Company experienced stock ownership changes which could limit the utilization of its net operating loss and research and investment tax credit carry-forwards in future periods. In addition, a study of recent transactions has not been performed to determine whether any further limitations might apply. |
Subsequent Event (Details Textu
Subsequent Event (Details Textual) $ / shares in Units, $ in Thousands | Feb. 16, 2016 | Jan. 22, 2016 | Jan. 21, 2016 | Jan. 20, 2016USD ($)$ / shares | Jan. 31, 2016 | Mar. 28, 2016shares |
Subsequent Event [Line Items] | ||||||
Number of common shares outstanding | shares | 187,463 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Subsequent Event, Date | Feb. 16, 2016 | Jan. 22, 2016 | Jan. 21, 2016 | Jan. 20, 2016 | ||
Subsequent Event, Description | the Company terminated its engagement with Joseph Gunnar Co., LLC with respect to their involvement in the public offering mentioned above. | The Company common stock began trading on the OTCQB on a post-reverse split basis on January 22, 2016. | the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-1,250 reverse split of the Company outstanding shares of common stock. The reverse split became effective at 9:01 a.m. on January 22, 2016.The information with respect to common stock for the years ended December 31, 2015 and 2014 have been retroactively restated to give effect to the 1-for-1,250 reverse split. | the Company held its Special Meeting of Stockholders (the Special Meeting). At the Special Meeting, the Company stockholders voted on (i) an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding shares of common stock in a range of not less than 1-for-750 and not more than 1-for-1,250, (ii) amendments to each of the certificate of designation for each series of our preferred stock to, among other things, (a) automatically convert the respective series of our preferred stock into shares of common stock upon the closing of a firm-commitment underwritten public offering of shares our common stock at a price per share of not less than $4.00 which provides at least $8 million in gross proceeds to the Company and (b) reduce the conversion price of the respective series of our preferred stock, and (iii) a Second Amended and Restated Certificate of Incorporation which will integrate the then-in-effect provisions of our Amended and Restated Certificate of Incorporation and further amend those provisions by, among other things, decreasing our authorized common stock and preferred stock. | ||
Stockholders' Equity, Reverse Stock Split | On January 21, 2016, iSign Solutions Inc (the Company or iSign) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the Certificate of Amendment) with the Secretary of State of the State of Delaware to effect a 1-for-1,250 reverse split of the Company outstanding shares of common stock. The reverse split became effective at 9:01 a.m. on January 22, 2016. The information with respect to common stock for the years ended December 31, 2015 and 2014 have been retroactively restated to give effect to the 1-for-1,250 reverse split. | |||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 1,250 | 1 | ||||
CUSIP number | 46436A203 | |||||
Subsequent Event [Member] | Minimum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stockholders' Equity, Reverse Stock Split | 1-for-750 | |||||
Gross proceeds to the Company from the projected IPO sale, minimum amount | $ | $ 8,000 | |||||
Price per share, minimum, of the projected IPO sale | $ / shares | $ 4 | |||||
Subsequent Event [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stockholders' Equity, Reverse Stock Split | 1-for-1250 |