Document and Entity Information
Document and Entity Information - USD ($) | 6 Months Ended | ||
Jun. 30, 2016 | Aug. 15, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | iSign Solutions Inc. | ||
Entity Central Index Key | 727,634 | ||
Document Type | 10-Q | ||
Document Period End Date | Jun. 30, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | Q2 | ||
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 | 5,498,246 | ||
Entity Public Float | $ 4,203,038 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 455 | $ 846 |
Accounts receivable, net of allowance of $30 at June 30, 2016 and $22 at December 31, 2015, respectively | 196 | 94 |
Prepaid expenses and other current assets | 55 | 372 |
Total current assets | 706 | 1,312 |
Property and equipment, net | 38 | 44 |
Intangible assets, net | 430 | 591 |
Other assets | 29 | 29 |
Total assets | 1,203 | 1,976 |
Current liabilities: | ||
Accounts payable | 1,331 | 787 |
Short-term notes payable | 190 | 991 |
Accrued compensation | 297 | 263 |
Other accrued liabilities | 410 | 615 |
Deferred revenue | 339 | 384 |
Short-term capital lease | 3 | |
Derivative liability | 156 | 330 |
Total current liabilities | 2,726 | 3,370 |
Deferred revenue long-term | 385 | 455 |
Long-term capital lease | 11 | |
Other long-term liabilities | 14 | 21 |
Total liabilities | 3,136 | 3,846 |
Commitments and Contingencies | ||
Equity (deficit) | ||
Common stock | 55 | 2 |
Treasury stock | (325) | (325) |
Additional paid in capital | (128,282) | 95,312 |
Accumulated deficit | (129,395) | (127,116) |
Accumulated other comprehensive loss | (14) | (14) |
Total iSign stockholder's deficit | (1,397) | (1,334) |
Non-controlling interest | (536) | (536) |
Total deficit | (1,933) | (1,870) |
Total liabilities and deficit | $ 1,203 | 1,976 |
Series A-1 Preferred Stock [Member] | ||
Equity (deficit) | ||
Preferred stock by class of stock | 947 | |
Series B Preferred Stock [Member] | ||
Equity (deficit) | ||
Preferred stock by class of stock | 11,653 | |
Series C Preferred Stock [Member] | ||
Equity (deficit) | ||
Preferred stock by class of stock | 6,069 | |
Series D-1 Preferred Stock [Member] | ||
Equity (deficit) | ||
Preferred stock by class of stock | 6,866 | |
Series D-2 Preferred Stock [Member] | ||
Equity (deficit) | ||
Preferred stock by class of stock | $ 5,272 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Accounts receivable, allowance | $ 30 | $ 22 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue: | ||||
Product | $ 164 | $ 153 | $ 224 | $ 384 |
Maintenance | 192 | 214 | 409 | 430 |
Total revenues | 356 | 367 | 633 | 814 |
Cost of sales: | ||||
Product | 17 | 34 | 54 | 145 |
Maintenance | 85 | 61 | 218 | 73 |
Research and development | 367 | 498 | 685 | 1,021 |
Sales and marketing expense | 127 | 242 | 329 | 540 |
General and administrative expense | 613 | 561 | 1,342 | 1,082 |
Total operating costs and expenses | 1,209 | 1,396 | 2,628 | 2,861 |
Loss from operations | (853) | (1,029) | (1,995) | (2,047) |
Other expense, net | (16) | (13) | ||
Interest expense: | ||||
Related party | (30) | (81) | ||
Other | (38) | (1) | (98) | (1) |
Amortization of debt discount: | ||||
Related Party | (34) | (56) | ||
Other | (127) | (210) | ||
Gain on derivative liability | 149 | 1 | 174 | 17 |
Net loss | (949) | (1,029) | (2,279) | (2,031) |
Accretion of beneficial conversion feature, preferred shares: | ||||
Related party | (115) | (458) | ||
Other | (130) | (69) | ||
Preferred stock dividends: | ||||
Related party | (226) | (391) | (646) | (746) |
Other | (233) | (394) | (667) | (770) |
Net loss attributable to common stockholders | $ (1,408) | $ (1,814) | $ (3,837) | $ (4,074) |
Basic and diluted loss per common share | $ (0.53) | $ (9.68) | $ (2.70) | $ (21.73) |
Weighted average common shares outstanding, basic and diluted | 2,636 | 187 | 1,420 | 187 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (2,279) | $ (2,031) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Depreciation and amortization | 183 | 178 |
Debt discount amortization | 266 | |
Stock-based employee compensation | 106 | 371 |
Gain on derivative liability | (174) | (17) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (102) | (34) |
Prepaid expenses and other assets | 317 | 37 |
Accounts payable | 544 | (5) |
Accrued Compensation | 34 | (25) |
Other accrued liabilities | 405 | 34 |
Deferred revenue | (115) | (64) |
Net cash used in operating activities | (815) | (1,556) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (10) | |
Net cash used in investing activities | (10) | |
Cash flows from financing activities: | ||
Proceeds from issuance of Series D preferred Stock, net of issuance costs of $33 | 1,200 | |
Proceeds from issuance of common stock and warrants, net of issuance costs of $780 | 424 | |
Net cash provided by financing activities | 424 | 1,200 |
Net decrease in cash and cash equivalents | (391) | (366) |
Cash and cash equivalents at beginning of period | 846 | 775 |
Cash and cash equivalents at end of period | 455 | 409 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 3 | 1 |
Income tax paid | ||
Non-cash financing and investing transactions: | ||
Aquisition of property and equipment through capital lease | 15 | |
Conversion of convertible notes plus accrued interest | 1,188 | |
Conversion of deferred compensation plus accrued interest | 498 | |
Dividends on preferred shares | 1,313 | 1,516 |
Accretion of beneficial conversion feature on issuance of convertible Preferred Stock | 498 | |
Accretion of beneficial conversion feature on issuance of Preferred Stock dividends | $ 245 | $ 29 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Cash Flows (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Number of common shares issued in notes conversion | 683 | |
Number of common shares issued in deferred compensation conversion | 286 | |
Common Stock and Warrants [Member] | ||
Issuance costs | $ 780 | |
Series D Preferred Stock [Member] | ||
Issuance costs | $ 33 |
Nature of business, basis of pr
Nature of business, basis of presentation and summary of significant accounting policies | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of business, basis of presentation and summary of significant accounting policies | 1. Nature of Business and Summary of Significant Accounting Policies Nature of Business 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 on January 22, 2016. The information with respect to common stock for the period ended June 30, 2015 has been retroactively restated to give effect to the 1-for-1,250 reverse split. iSign Solutions Inc. and its subsidiary is a leading supplier of digital transaction management (DTM) software enabling the paperless, secure and cost-effective management and authentication of document-based transactions. iSign's solutions encompass a wide array of functionality and services, including electronic signatures, simple-to-complex workflow management and various options for biometric authentication. 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. iSign's platform can be deployed both on premise and as a cloud-based ("SaaS") service, with the ability to easily transition between deployment models. The Company is headquartered in Redwood Shores, California. The Company's products include SignatureOne® Ceremony™ Server, the iSign® suite of products and services, including iSign® Enterprise and iSign® Console™, and Sign-it® programs. Basis of Presentation The financial information contained herein should be read in conjunction with the Company's consolidated audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2015. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("GAAP") for complete consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements included in this quarterly report reflect all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of its financial position at the dates presented and the Company's results of operations and cash flows for the periods presented. The Company's interim results are not necessarily indicative of the results to be expected for the entire year. Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant cumulative losses since its inception and, at June 30, 2016, the Company's accumulated deficit was $129,395. The Company has primarily met its working capital needs through the sale of debt and equity securities. As of June 30, 2016, the Company's cash balance was $455. 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 unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accounting Changes and Recent Accounting Pronouncements In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires all financial assets and liabilities not accounted for under the equity method to be measured at fair value with the changes in fair value recognized in net income. The amendments in this update also require an entity to separately present in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this update supersede the requirement to disclose the methods and significant assumptions used in calculating the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. Early adoption is not permitted except for the comprehensive income presentation requirement, and the updated guidance requires a prospective application with a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The guidance is effective for annual periods after December 15, 2017, and we are currently in the process of evaluating the impact of this new guidance. In February 2016, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) 2016, Leases (Topic 842) intended to improve financial reporting about leasing transactions which requires companies to report capital and operating leases with a term of 12 Months or longer on their balance sheets. Disclosure requirements of the leasing arrangement will include qualitative and quantitative information about the amounts recorded in the financial statements. The guidance is effective for annual periods after December 15, 2018, and we are currently in the process of evaluating the impact of this new guidance In March 2016 the FASB issued ASU No. 2016-09 Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 provides for simplification involving several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. In addition to these simplifications, ASU 2016-09 also eliminates the guidance in Topic 718 that was indefinitely deferred shortly after the issuance of FASB Statement No. 123 (revised 2004), Share-Based Payment. Early adoption is permitted and the application of the guidance is different for each update included within ASU 2016-09. The guidance is effective for annual periods after December 15, 2016, and we are currently in the process of evaluating the impact of this new guidance. In May 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-12 Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. ASU 2016-12 provides for improvements and practical expedients for specific areas of Topic 606. In April 2016, the FASB issued ASU No. 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. ASU 2016-10 provides for clarification of two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance. In March 2016, the FASB issued ASU No. 2016-08Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations (Reporting Revenue Gross versus Net). ASU No. 2016-08 requires an entity to determine whether the nature of its promise to provide goods or services to a customer is performed in a principal or agent capacity and to recognize revenue in a gross or net manner based on its principal/agent designation. ASUs 2016-12, 2016-10 and 2016-08 allow for companies to choose to apply the standard retrospectively to each prior reporting period presented (full retrospective application) or retrospectively with the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings of the annual reporting period that includes the date of initial application (modified retrospective application). Each guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. We are currently in the process of evaluating these guidance updates. iSign is in the process of evaluating the impact of this new guidance on the Company's financial position, results of operations and cash flows. |
Concentrations
Concentrations | 6 Months Ended |
Jun. 30, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | 2. Concentrations The following table summarizes accounts receivable and revenue concentrations: Accounts Receivable Total Revenue Total Revenue 2016 2015 2016 2015 2016 2015 Customer #1 33% 19% - - - - Customer #2 - 32% - 11% - 13% Customer #3 - - - 10% 11% 19% Customer #4 48% 31% 38% 28% 27% 16% Customer #5 - - - - 11% - Total concentration 81% 82% 38% 49% 49% 48% |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents | 3. Intangible assets The Company performs an intangible asset impairment analysis 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. Management completed an analysis of the Company's intangible assets as of December 31, 2015. Based on that analysis, the Company concluded that no impairment of the carrying value of the intangible assets existed. The Company believes that no events or circumstances changed during the three and six months ended June 30, 2016 that would impact this conclusion. Amortization of intangible assets costs was $80 and $161 for the three and six-month periods ended June 30, 2016 and $86 and $173 for the three and six-month periods ended June 30, 2015, respectively. The following table summarizes the patents: June 30, 2016 December 31, 2015 Carrying Accumulated Net Value Carrying Accumulated Net Value Amortizable Technology $ 6,745 $ (6,315) $ 430 $ 6,745 $ (6,154) $ 591 |
Net loss per share
Net loss per share | 6 Months Ended |
Jun. 30, 2016 | |
Net loss per share [Abstract] | |
Net loss per share | 4. Net Loss per Share The Company calculates basic net loss per share based on the weighted average number of shares outstanding, and when applicable, diluted net income per share, which is based on the weighted average number of shares and potential dilutive shares outstanding. The Company's Preferred Shareholders converted all of their Preferred Stock into shares of Common Stock on May 19, 2016. The following table lists shares and warrants that were excluded from the calculation of diluted earnings per share as the exercise of such options and warrants and the conversion of such preferred shares would be anti-dilutive: For the Six Months Ended June 30, 2016 June 30, 2015 Stock options 74 85 Warrants 1,756 179 Preferred Stock as if converted Series A-1 Preferred Stock - 5 Series B Preferred Stock - 237 Series C Preferred Stock - 185 Series D-1 Preferred Stock - 261 Series D-2 Preferred Stock - 97 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Short-term notes payable [Abstract] | |
Debt | 5. Debt Short-term notes payable: In the fourth quarter of 2015, the Company entered into unsecured convertible promissory note purchase agreements with investors and affiliates of the Company aggregating $1,268 in cash. Promissory notes with a principal amount of $1,068 plus accrued interest converted into shares of our Common Stock on May 19, 2016. The notes and accrued interest converted at a price of $1.74 per share into 683 shares of our Common Stock. The holders of the notes also received 854 warrants to purchase 854 shares of Common Stock. Such warrants have a 5 year term and are exercisable at a price of $2.175 per share. The Company ascribed a relative fair value to the warrants using the Black-Scholes-Merton valuation model of $586, which was charged to additional paid-in capital during the quarter ended June 30, 2016. One promissory note with a principal amount of $190, net of $10 in unamortized discount, remains outstanding as of June 30, 2016. This note bears interest at a rate of 24% per year and is due on August 25, 2016. The note can be converted into shares of our Common Stock at the holder's option for a period of 60 days after maturity, at a conversion price based upon a Company pre-money valuation of $5,000. Upon such conversion, the holder would also receive cash payments, payable from 3% of the revenue received by the Company from its European customer, not to exceed three times the aggregate principal amount of $200. |
Derivative Liability
Derivative Liability | 6 Months Ended |
Jun. 30, 2016 | |
Derivative liability [Abstract] | |
Derivative Liability | 6. 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' deficit 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. In November and December 2015, the Company entered into unsecured convertible promissory note purchase agreements with investors and affiliates of the Company. The accounting for the unsecured convertible notes, which are convertible into shares of our common stock, requires us to bifurcate the conversion feature and account for it as a derivative liability at the estimated fair value upon issuance. The Company used a Monte Carlo simulation to value the conversion feature with the following assumptions: As of June 30, 2016 Common Stock price $ 1.31 Convertible debt principal amount $ 200 Term (years) 0.32 Expected volatility 108% Convertible debt interest rate 24% Trials (each trial equals 150,000 iterations) 10 Discount to IPO/next round Based upon a Company pre-money valuation of $5,000 The fair value framework requires a categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets and liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: 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. There were no financial assets or liabilities measured at fair value, with the exception of cash and cash equivalents (level 1) and the above mentioned derivative liability (level 3) as of June 30, 2016 and December 31, 2015, respectively. Changes in the fair market value of the Level 3 derivative liability for the six-month periods ended June 30, 2016 and June 30, 2015 are as follows: For the Six Months Ended June 30, 2016 June 30, 2015 Balance at January 1 $ 330 $ - Net gain on derivative liability (174) - Balance at June 30 $ 156 $ - |
Equity
Equity | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 7. Equity (Deficit) Stock-based compensation expense is based on the estimated grant date fair value of the portion of stock-based payment awards that are ultimately expected to vest during the period. The grant date fair value of stock-based awards to employees and directors is calculated using the Black-Scholes-Merton valuation model. Forfeitures of stock-based payment awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The estimated average forfeiture rate for the three months ended June 30, 2016 and 2015, was approximately 11.89% and 7.54%, respectively, based on historical data. 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 using the accrual method over the vesting period of the options. The fair value calculations are based on the following assumptions: Six Months Ended Six Months Ended Risk free interest rate 0.04% - 3.19% 0.04% - 3.73% Expected life (years) 2.82 - 7.00 3.26 - 6.88 Expected volatility 112.75% - 198.90% 93.63% - 198.38% Expected dividends None None There were no stock options granted, and no stock options exercised during the three and six months ended June 30, 2016. The Company granted 29 stock options during the three and six months ended June 30, 2015 at a weighted average exercise price of $28.13 per share. There were no stock options exercised during the three and six months ended June 30, 2015. The following table summarizes the allocation of stock-based compensation expense related to stock option grants for the three and six months ended June 30: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Research and development $ 15 $ 47 $ 34 $ 113 Sales and marketing $ 2 $ 34 $ 15 $ 86 General and administrative $ 19 $ 65 $ 43 $ 145 Director options $ 6 $ 12 $ 14 $ 27 Total stock-based compensation expense $ 42 $ 158 $ 106 $ 371 A summary of option activity under the Company's plans for the six months ended June 30, 2016 and 2015 is as follows: Options 2016 2015 Shares Weighted Price Per Share Weighted Life (Years) Aggregate Value Shares Weighted Price Per Share Weighted Life (Years) Aggregate Value Outstanding at January 1, 82 $ 45.35 $ - 57 $ 56.13 $ - Granted - $ - $ - 29 $ 28.13 $ - Exercised - $ - $ - - $ - $ - Forfeited or expired (8) $ 42.16 $ - (1) $ 37.50 $ - Outstanding at June 30 74 $ 45.71 3.65 $ - 85 $ 46.75 4.59 $ - Vested and expected to vest at June 30 72 $ 46.22 3.10 $ - 83 $ 37.50 3.24 $ - Exercisable at June 30 58 $ 51.10 3.10 $ - 52 $ 56.00 3.56 $ - The following table summarizes significant ranges of outstanding and exercisable options as of June 30, 2016: Range of Exercise Prices Options Outstanding Options Exercisable Number Weighted Weighted Number Weighted $25.00 - $625.00 74 3.65 $ 45.71 58 $ 51.10 A summary of the status of the Company's non-vested shares as of June 30, 2016 is as follows: Non-vested Shares Shares Weighted Non-vested at January 1, 2016 25 $28.61 Forfeited (3) $28.80 Vested (6) $46.22 Non-vested at June 30, 2016 16 $26.42 As of June 30, 2016, there was a total of $107 of unrecognized compensation expense related to non-vested stock-based compensation arrangements granted under the plans. The unrecognized compensation expense is expected to be realized over a weighted average period of 1.7 years. Sale of Common Stock and Conversion of Preferred Stock, Short-term Debt and Deferred Compensation On May 19, 2016, the Company closed an underwritten public offering of 690 shares of common stock at a public offering price of $1.74 per share. In addition, the Company sold 345 warrants, at a public offering price of $0.01 per warrant, to purchase shares of Common Stock. The warrants expire on May 18, 2021 and have an exercise price of $2.175 per share. The Company raised gross cash proceeds of $1,204 before deducting underwriting discounts and commissions and other offering expenses of $780. As a result of the consummation of the offering, each series of the Company's outstanding preferred stock, including accrued and unpaid dividends through May 19, 2016, were converted into shares of common stock. As a result of the Amendments to the Certificates of Designations to all classes of Preferred Stock and pursuant to the terms thereof, the conversion price of the Company's Preferred Stock was reduced. The following table summarizes the change in conversion price, the number of shares outstanding as of the conversion date and the number of Common Stock issued upon conversion of the Preferred Stock. Class of Preferred Stock Old Adjusted Shares Common Series A-1 $ 175.00 $ 19.44 976 50 Series B $ 54.13 $ 12.96 14,042 1,083 Series C $ 28.13 $ 9.71 5,702 587 Series D-1 $ 28.13 $ 7.24 8,386 1,159 Series D-2 $ 62.50 $ 8.58 6,625 773 Total 35,731 3,652 The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. In conjunction with the sale of Common Stock, $1,188 of Short-term debt including accrued interest of $120 was converted into 683 shares of the Company's Common Stock. The Company issued 854 warrants with the conversion of the Short-term debt. The Company ascribed a relative fair value of $586 to the warrants using the Black-Scholes-Merton valuation model, which was charged to additional paid-in capital during the quarter ended June 30, 2016. In addition to the conversion of the Short-term debt, approximately $498 of deferred compensation including accrued interest of $59 was converted into 286 shares of the Company's Common Stock. The Company issued 352 warrants with the conversion of the deferred compensation. The Company ascribed a relative fair value of $244 to the warrants using the Black-Scholes-Merton valuation model, which was charged to additional paid- in capital during the quarter ended June 30, 2016. The conversion price of the Short-term debt and deferred compensation was $1.74 per share. The warrants expire on May 18, 2021 and have an exercise price of $2.175. Information with respect to in-kind dividends issued on the Company's Preferred stock for the three and six-month periods ended June 30, 2016 and June 30, 2015 is as follows: Dividends Beneficial Conversion Feature Related to dividends Three Months Ended June 30, Six Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 2016 2015 2016 2015 Series A-1 $ 10 $ 17 $ 29 $ 35 $ - $ - $ 3 $ - Series B 182 313 519 615 - - 73 - Series C 74 127 211 250 - - 39 13 Series D-1 108 179 309 324 - - 78 16 Series D-2 85 149 245 292 - - 52 - Total $ 459 $ 785 $ 1,313 $ 1,516 $ - $ - $ 245 $ 29 Warrants A summary of the warrant activity for the six months ended June 30 is as follows: June 30, 2016 June 30, 2015 Shares Weighted Shares Weighted Outstanding at beginning of period 205 $ 35.51 171 $ 36.13 Issued 1,551 $ 2.18 22 $ 28.13 Expired - $ - (13) $ 62.50 Outstanding at end of period 1,756 $ 5.27 180 $ 34.63 Exercisable at end of period 1,756 $ 5.27 180 $ 34.63 A summary of the status of the warrants outstanding and exercisable as of June 30, 2016 is as follows: Number of Warrants Weighted Average Weighted Average 14 0.01 $0.30 105 0.03 $2.06 32 0.01 $0.51 54 0.06 $0.48 1,551 4.38 $1.92 1,756 4.48 $1.85 |
Nature of business, basis of 14
Nature of business, basis of presentation and summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The financial information contained herein should be read in conjunction with the Company's consolidated audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2015. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("GAAP") for complete consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements included in this quarterly report reflect all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of its financial position at the dates presented and the Company's results of operations and cash flows for the periods presented. The Company's interim results are not necessarily indicative of the results to be expected for the entire year. |
Going Concern | Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant cumulative losses since its inception and, at June 30, 2016, the Company's accumulated deficit was $129,395. The Company has primarily met its working capital needs through the sale of debt and equity securities. As of June 30, 2016, the Company's cash balance was $455. 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 unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Accounting Changes and Recent Accounting Pronouncements | Accounting Changes and Recent Accounting Pronouncements In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires all financial assets and liabilities not accounted for under the equity method to be measured at fair value with the changes in fair value recognized in net income. The amendments in this update also require an entity to separately present in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this update supersede the requirement to disclose the methods and significant assumptions used in calculating the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. Early adoption is not permitted except for the comprehensive income presentation requirement, and the updated guidance requires a prospective application with a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The guidance is effective for annual periods after December 15, 2017, and we are currently in the process of evaluating the impact of this new guidance. In February 2016, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) 2016, Leases (Topic 842) intended to improve financial reporting about leasing transactions which requires companies to report capital and operating leases with a term of 12 Months or longer on their balance sheets. Disclosure requirements of the leasing arrangement will include qualitative and quantitative information about the amounts recorded in the financial statements. The guidance is effective for annual periods after December 15, 2018, and we are currently in the process of evaluating the impact of this new guidance In March 2016 the FASB issued ASU No. 2016-09 Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 provides for simplification involving several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. In addition to these simplifications, ASU 2016-09 also eliminates the guidance in Topic 718 that was indefinitely deferred shortly after the issuance of FASB Statement No. 123 (revised 2004), Share-Based Payment. Early adoption is permitted and the application of the guidance is different for each update included within ASU 2016-09. The guidance is effective for annual periods after December 15, 2016, and we are currently in the process of evaluating the impact of this new guidance. In May 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-12 Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. ASU 2016-12 provides for improvements and practical expedients for specific areas of Topic 606. In April 2016, the FASB issued ASU No. 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. ASU 2016-10 provides for clarification of two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance. In March 2016, the FASB issued ASU No. 2016-08Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations (Reporting Revenue Gross versus Net). ASU No. 2016-08 requires an entity to determine whether the nature of its promise to provide goods or services to a customer is performed in a principal or agent capacity and to recognize revenue in a gross or net manner based on its principal/agent designation. ASUs 2016-12, 2016-10 and 2016-08 allow for companies to choose to apply the standard retrospectively to each prior reporting period presented (full retrospective application) or retrospectively with the cumulative effect of initially applying the standard as an adjustment to the opening balance of retained earnings of the annual reporting period that includes the date of initial application (modified retrospective application). Each guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. We are currently in the process of evaluating these guidance updates. iSign is in the process of evaluating the impact of this new guidance on the Company's financial position, results of operations and cash flows. |
Intangible Assets, Net | The Company performs an intangible asset impairment analysis 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. |
Net loss per share | The Company calculates basic net loss per share based on the weighted average number of shares outstanding, and when applicable, diluted net income per share, which is based on the weighted average number of shares and potential dilutive shares outstanding. |
Derivatives policy | 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' deficit 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. |
Fair value measurement | The fair value framework requires a categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets and liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: 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. |
Share-based payment | Stock-based compensation expense is based on the estimated grant date fair value of the portion of stock-based payment awards that are ultimately expected to vest during the period. The grant date fair value of stock-based awards to employees and directors is calculated using the Black-Scholes-Merton valuation model. Forfeitures of stock-based payment awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The estimated average forfeiture rate for the three months ended June 30, 2016 and 2015, was approximately 11.89% and 7.54%, respectively, based on historical data. 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 using the accrual method over the vesting period of the options. |
Concentration (Tables)
Concentration (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Risks and Uncertainties [Abstract] | |
Schedule of accounts receivable and revenue concentration | The following table summarizes accounts receivable and revenue concentrations: Accounts Receivable Total Revenue Total Revenue 2016 2015 2016 2015 2016 2015 Customer #1 33% 19% - - - - Customer #2 - 32% - 11% - 13% Customer #3 - - - 10% 11% 19% Customer #4 48% 31% 38% 28% 27% 16% Customer #5 - - - - 11% - Total concentration 81% 82% 38% 49% 49% 48% |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The following table summarizes the patents: June 30, 2016 December 31, 2015 Carrying Accumulated Net Value Carrying Accumulated Net Value Amortizable Technology $ 6,745 $ (6,315) $ 430 $ 6,745 $ (6,154) $ 591 |
Net loss per share (Tables)
Net loss per share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Net loss per share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Calculation of Earnings Per Share | The following table lists shares and warrants that were excluded from the calculation of diluted earnings per share as the exercise of such options and warrants and the conversion of such preferred shares would be anti-dilutive: For the Six Months Ended June 30, 2016 June 30, 2015 Stock options 74 85 Warrants 1,756 179 Preferred Stock as if converted Series A-1 Preferred Stock - 5 Series B Preferred Stock - 237 Series C Preferred Stock - 185 Series D-1 Preferred Stock - 261 Series D-2 Preferred Stock - 97 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Derivative liability [Abstract] | |
Fair value assumptions used in valuation techniques | The Company used a Monte Carlo simulation to value the conversion feature with the following assumptions: As of June 30, 2016 Common Stock price $ 1.31 Convertible debt principal amount $ 200 Term (years) 0.32 Expected volatility 108% Convertible debt interest rate 24% Trials (each trial equals 150,000 iterations) 10 Discount to IPO/next round Based upon a Company pre-money valuation of $5,000 |
Changes in the market value of the Level 3 derivative liability | Changes in the fair market value of the Level 3 derivative liability for the six-month periods ended June 30, 2016 and June 30, 2015 are as follows: For the Six Months Ended June 30, 2016 June 30, 2015 Balance at January 1 $ 330 $ - Net gain on derivative liability (174) - Balance at June 30 $ 156 $ - |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity [Abstract] | |
Key assumptions for fair value calculation, stock options | The fair value calculations are based on the following assumptions: Six Months Ended Six Months Ended Risk free interest rate 0.04% - 3.19% 0.04% - 3.73% Expected life (years) 2.82 - 7.00 3.26 - 6.88 Expected volatility 112.75% - 198.90% 93.63% - 198.38% Expected dividends None None |
Allocation of stock-based compensation expense related to stock option grants | The following table summarizes the allocation of stock-based compensation expense related to stock option grants for the three and six months ended June 30: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Research and development $ 15 $ 47 $ 34 $ 113 Sales and marketing $ 2 $ 34 $ 15 $ 86 General and administrative $ 19 $ 65 $ 43 $ 145 Director options $ 6 $ 12 $ 14 $ 27 Total stock-based compensation expense $ 42 $ 158 $ 106 $ 371 |
Summary of option activity | A summary of option activity under the Company's plans for the six months ended June 30, 2016 and 2015 is as follows: Options 2016 2015 Shares Weighted Price Per Share Weighted Life (Years) Aggregate Value Shares Weighted Price Per Share Weighted Life (Years) Aggregate Value Outstanding at January 1, 82 $ 45.35 $ - 57 $ 56.13 $ - Granted - $ - $ - 29 $ 28.13 $ - Exercised - $ - $ - - $ - $ - Forfeited or expired (8) $ 42.16 $ - (1) $ 37.50 $ - Outstanding at June 30 74 $ 45.71 3.65 $ - 85 $ 46.75 4.59 $ - Vested and expected to vest at June 30 72 $ 46.22 3.10 $ - 83 $ 37.50 3.24 $ - Exercisable at June 30 58 $ 51.10 3.10 $ - 52 $ 56.00 3.56 $ - |
Summary of the significant ranges of outstanding and exercisable options | The following table summarizes significant ranges of outstanding and exercisable options as of June 30, 2016: Range of Exercise Prices Options Outstanding Options Exercisable Number Weighted Weighted Number Weighted $25.00 - $625.00 74 3.65 $ 45.71 58 $ 51.10 |
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 June 30, 2016 is as follows: Non-vested Shares Shares Weighted Non-vested at January 1, 2016 25 $28.61 Forfeited (3) $28.80 Vested (6) $46.22 Non-vested at June 30, 2016 16 $26.42 |
Information with respect to dividends issued on the Company's preferred stock | The following table summarizes the change in conversion price, the number of shares outstanding as of the conversion date and the number of Common Stock issued upon conversion of the Preferred Stock. Class of Preferred Stock Old Adjusted Shares Common Series A-1 $ 175.00 $ 19.44 976 50 Series B $ 54.13 $ 12.96 14,042 1,083 Series C $ 28.13 $ 9.71 5,702 587 Series D-1 $ 28.13 $ 7.24 8,386 1,159 Series D-2 $ 62.50 $ 8.58 6,625 773 Total 35,731 3,652 |
Summary of the warrants issued | Information with respect to in-kind dividends issued on the Company's Preferred stock for the three and six-month periods ended June 30, 2016 and June 30, 2015 is as follows: Dividends Beneficial Conversion Feature Related to dividends Three Months Ended June 30, Six Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 2016 2015 2016 2015 Series A-1 $ 10 $ 17 $ 29 $ 35 $ - $ - $ 3 $ - Series B 182 313 519 615 - - 73 - Series C 74 127 211 250 - - 39 13 Series D-1 108 179 309 324 - - 78 16 Series D-2 85 149 245 292 - - 52 - Total $ 459 $ 785 $ 1,313 $ 1,516 $ - $ - $ 245 $ 29 |
Status of the warrants outstanding | A summary of the warrant activity for the six months ended June 30 is as follows: June 30, 2016 June 30, 2015 Shares Weighted Shares Weighted Outstanding at beginning of period 205 $ 35.51 171 $ 36.13 Issued 1,551 $ 2.18 22 $ 28.13 Expired - $ - (13) $ 62.50 Outstanding at end of period 1,756 $ 5.27 180 $ 34.63 Exercisable at end of period 1,756 $ 5.27 180 $ 34.63 |
Information with respect to the classes of Preferred Stock | A summary of the status of the warrants outstanding and exercisable as of June 30, 2016 is as follows: Number of Warrants Weighted Average Weighted Average 14 0.01 $0.30 105 0.03 $2.06 32 0.01 $0.51 54 0.06 $0.48 1,551 4.38 $1.92 1,756 4.48 $1.85 |
Nature of business, basis of 20
Nature of business, basis of presentation and summary of significant accounting policies (Details Textual) $ in Thousands | Jan. 22, 2016 | Jan. 31, 2016 | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Accumulated deficit | $ (129,395) | $ (127,116) | ||||
Cash and Cash Equivalents, at Carrying Value | $ 455 | $ 846 | $ 409 | $ 775 | ||
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. | |||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 1,250 | 1 |
Concentrations (Details)
Concentrations (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Accounts Receivable [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 81.00% | 82.00% | ||
Accounts Receivable [Member] | Customer One [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 33.00% | 19.00% | ||
Accounts Receivable [Member] | Customer Two[Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 32.00% | |||
Accounts Receivable [Member] | Customer Four [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 48.00% | 31.00% | ||
Sales Revenue, Services, Net [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 38.00% | 49.00% | 49.00% | 48.00% |
Sales Revenue, Services, Net [Member] | Customer Two[Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 11.00% | 13.00% | ||
Sales Revenue, Services, Net [Member] | Customer Three [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10.00% | 11.00% | 19.00% | |
Sales Revenue, Services, Net [Member] | Customer Four [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 38.00% | 28.00% | 27.00% | 16.00% |
Sales Revenue, Services, Net [Member] | Customer Five [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 11.00% |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Amortizable intangible assets | ||
Finite-Lived Intangible Assets, Net | $ 430 | $ 591 |
Technology [Member] | ||
Amortizable intangible assets | ||
Finite-lived intangible assets, gross | 6,745 | 6,745 |
Finite-Lived intangible assets, accumulated amortization | (6,315) | (6,154) |
Finite-Lived Intangible Assets, Net | $ 430 | $ 591 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Patent amortization expense | $ 80 | $ 86 | $ 161 | $ 173 |
Patents impairment | $ 0 | $ 0 | $ 0 | $ 0 |
Net loss per share (Details)
Net loss per share (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
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 | 5 | |
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 | 237 | |
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 | 185 | |
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 | 261 | |
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 | 97 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, shares | 74 | 85 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, shares | 1,756 | 179 |
Debt (Details Texual)
Debt (Details Texual) $ / shares in Units, shares in Thousands, $ in Thousands | May 19, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares |
Short-term Debt [Line Items] | |||||
Number of warrants | shares | 205 | 1,756 | 180 | 171 | |
Warrants exercise price | $ / shares | $ 35.51 | $ 5.27 | $ 34.63 | $ 36.13 | |
Fair value of the derivative liability | $ 156 | ||||
Debt discount amortization | 266 | ||||
Unsecured Convertible Promissory Notes [Member] | Investors and Affiliates [Member] | |||||
Short-term Debt [Line Items] | |||||
Proceeds from issuance of short-term debt | $ 1,268 | ||||
Principal amount of unsecured convertible promissory note | $ 1,068 | $ 190 | |||
Conversion price | $ / shares | $ 1.74 | ||||
Common shares issued in connection with the conversion of promissory notes | shares | 683 | ||||
Number of warrants | shares | 854 | ||||
Number of common shares callable by warrants | shares | 854 | ||||
Warrants term | 5 years | ||||
Warrants exercise price | $ / shares | $ 2.175 | ||||
Terms of debt conversion feature | The note can be converted into shares of our Common Stock at the holders option for a period of 60 days after maturity, at a conversion price based upon a Company pre-money valuation of $5,000. Upon such conversion, the holder would also receive cash payments, payable from 3% of the revenue received by the Company from its European customer, not to exceed three times the aggregate principal amount of $200. | ||||
Stated percentage of loans borrowed | 24.00% | ||||
Promissory notes due date | Aug. 25, 2016 | ||||
Threshold percentage of stock price trigger | 30.00% | ||||
Threshold trading days | $ / shares | 60 | ||||
Company pre-money valuation amount | $ 5,000 | ||||
Percentage of cash payments paid based on each $100,000 of notes converted from the revenue | 3.00% | ||||
Incremental amount of notes converted into revenue received that serves as basis for calculation of cash payments | $ 200 | ||||
Fair value of the derivative liability | $ 586 | ||||
Debt discount amortization | $ 10 |
Derivative Liability (Details)
Derivative Liability (Details) - Derivative Financial Instruments, Liabilities [Member] $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($)$ / shares | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Common Stock price | $ / shares | $ 1.31 |
Convertible debt principal amount | $ | $ 200 |
Term (years) | 3 months 25 days |
Expected volatility | 108.00% |
Convertible debt interest rate | 24.00% |
Trials (each trial equals 150,000 itirations) | 10 |
Discount to IPO/next Round | Based upon a Company pre-money valuation of $5,000 |
Derivative Liability (Details P
Derivative Liability (Details Parenthetical) - Derivative Financial Instruments, Liabilities [Member] $ in Thousands | Jun. 30, 2016USD ($) |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number of itirations in each Monte Carlo simulation trial | 150,000 |
Pre-money valuation | $ 5,000 |
Derivative Liability (Details 1
Derivative Liability (Details 1) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at end of period | $ 156 | |
Derivative Financial Instruments, Liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 330 | |
Gain on derivative liability | (174) | |
Balance at end of period | $ 156 |
Derivative Liability (Details T
Derivative Liability (Details Textual) $ in Thousands | Jun. 30, 2016USD ($) |
Derivative Liability, Fair Value, Net [Abstract] | |
Fair value of the derivative liability | $ 156 |
Equity (Details)
Equity (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Employee Service Share-based Compensation, Aggregate Disclosures [Abstract] | ||
Risk-free interest rate, minimum | 0.04% | 0.04% |
Risk-free interest rate, maximum | 3.19% | 3.73% |
Expected volatility, minimum | 112.75% | 93.69% |
Expected volatility, maximum | 198.90% | 198.38% |
Expected dividend yield | $ 0 | $ 0 |
Minimum [Member] | ||
Fair value assumptions, stock options | ||
Expected life | 2 years 9 months 25 days | 3 years 3 months 4 days |
Maximum [Member] | ||
Fair value assumptions, stock options | ||
Expected life | 7 years | 6 years 10 months 17 days |
Equity (Details 1)
Equity (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 42 | $ 158 | $ 106 | $ 371 |
Research and Development Expense [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 15 | 47 | 34 | 113 |
Selling and Marketing Expense [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 2 | 34 | 15 | 86 |
General and Administrative Expense [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 19 | 65 | 43 | 145 |
Director Expense [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 6 | $ 12 | $ 14 | $ 27 |
Equity (Details 2)
Equity (Details 2) - USD ($) shares in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Summary of stock options outstanding | ||
Stock Options Outstanding, Beginning Balance | 82 | 57 |
Stock Options, Granted | 29 | |
Stock Options, Exercised | ||
Stock Options, Forfeited, or expired | (8) | (1) |
Stock Options Outstanding, Ending Balance | 74 | 85 |
Stock Options, Vested and expected to vest at ending balance | 72 | 83 |
Options exercisable | 58 | 52 |
Weighted Average Exercise Price, Beginning Period | $ 45.35 | $ 56.13 |
Weighted Average Exercise Price, Granted | 28.13 | |
Weighted Average Exercise Price, Forfeited, or expired | 42.16 | 37.50 |
Weighted Average Exercise Price, Ending Period | 45.71 | 46.75 |
Weighted Average Exercise Price, Vested and expected to vest at ending balance | 46.22 | 37.50 |
Weighted Average Exercise Price, Exercisable at ending balance | $ 51.10 | $ 56 |
Weighted Average Remaining Contractual Term, ending balance | 3 years 7 months 24 days | 4 years 7 months 24 days |
Weighted Average Remaining Contractual Term, vested and expected to vest at ending balance | 3 years 1 month 6 days | 3 years 2 months 26 days |
Weighted Average Remaining Contractual Term, excercisable at ending balance | 3 years 1 month 6 days | 3 years 6 months 21 days |
Aggregate Intrinsic Value, Beginning Balance | ||
Aggregate Intrinsic Value, Granted | ||
Aggregate Intrinsic Value, Exercised | ||
Aggregate Intrinsic Value, Forfeited or expired | ||
Aggregate Intrinsic Value, Ending Balance | ||
Aggregate Intrinsic Value, Vested and expected to vest at ending balance | ||
Aggregate Intrinsic Value, Exercisable at ending balance |
Equity (Details 3)
Equity (Details 3) - $ / shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, End of Period [Abstract] | ||
Outstanding Options, Weighted Average Exercise Price | $ 28.13 | |
Range One [Member] | ||
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 | 74 | |
Outstanding Options, Weighted Average Remaining Contractual Term | 3 years 6 months 21 days | |
Outstanding Options, Weighted Average Exercise Price | $ 45.71 | |
Exercise Price Range, Number of Exercisable Options | 58 | |
Exercisable Options, Weighted Average Exercise Price | $ 51.10 |
Equity (Details 4)
Equity (Details 4) shares in Thousands | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Equity Instruments, Options, Nonvested Shares Roll-Forward | |
Non-vested shares, Beginning Balance | shares | 25 |
Non-vested shares, forfeited, or expired | shares | (3) |
Non-vested shares, vested | shares | (6) |
Stock Options Outstanding, Ending Balance | shares | 16 |
Weighted Average Grant Date Fair Value, Options Nonvested at beginning of period | $ / shares | $ 28.61 |
Weighted Average Grant Date Fair Value, Options nonvested, forfeited in period | $ / shares | 28.80 |
Weighted Average Grant Date Fair Value, Options nonvested, vested in period | $ / shares | 46.22 |
Weighted Average Grant Date Fair Value, Options nonvested at end of period | $ / shares | $ 26.42 |
Equity (Details 5)
Equity (Details 5) shares in Thousands | May 19, 2016$ / sharesshares |
Shares Outstanding at Conversion Date | 35,731 |
Convertible Preferred Stock, Shares Issued upon Conversion | 3,652 |
Series A Preferred Stock [Member] | |
Old Conversion Price | $ / shares | $ 175 |
Adjusted Conversion Price | $ / shares | $ 19.44 |
Shares Outstanding at Conversion Date | 976 |
Convertible Preferred Stock, Shares Issued upon Conversion | 50 |
Series B Preferred Stock [Member] | |
Old Conversion Price | $ / shares | $ 54.13 |
Adjusted Conversion Price | $ / shares | $ 12.96 |
Shares Outstanding at Conversion Date | 14,042 |
Convertible Preferred Stock, Shares Issued upon Conversion | 1,083 |
Series C Preferred Stock [Member] | |
Old Conversion Price | $ / shares | $ 28.13 |
Adjusted Conversion Price | $ / shares | $ 9.71 |
Shares Outstanding at Conversion Date | 5,702 |
Convertible Preferred Stock, Shares Issued upon Conversion | 587 |
Series D One Preferred Stock [Member] | |
Old Conversion Price | $ / shares | $ 28.13 |
Adjusted Conversion Price | $ / shares | $ 7.24 |
Shares Outstanding at Conversion Date | 8,386 |
Convertible Preferred Stock, Shares Issued upon Conversion | 1,159 |
Series D Two Preferred Stock [Member] | |
Old Conversion Price | $ / shares | $ 62.50 |
Adjusted Conversion Price | $ / shares | $ 8.58 |
Shares Outstanding at Conversion Date | 6,625 |
Convertible Preferred Stock, Shares Issued upon Conversion | 773 |
Equity (Details 6)
Equity (Details 6) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Dividends Net of Beneficial Conversion Feature | $ 459 | $ 785 | $ 1,313 | $ 1,516 |
Accretion of beneficial conversion feature related to dividends | 245 | 29 | ||
Series A Preferred Stock [Member] | ||||
Dividends Net of Beneficial Conversion Feature | 10 | 17 | 29 | 35 |
Accretion of beneficial conversion feature related to dividends | 3 | |||
Series B Preferred Stock [Member] | ||||
Dividends Net of Beneficial Conversion Feature | 182 | 313 | 519 | 615 |
Accretion of beneficial conversion feature related to dividends | 73 | |||
Series C Preferred Stock [Member] | ||||
Dividends Net of Beneficial Conversion Feature | 74 | 127 | 211 | 250 |
Accretion of beneficial conversion feature related to dividends | 39 | 13 | ||
Series D One Preferred Stock [Member] | ||||
Dividends Net of Beneficial Conversion Feature | 108 | 179 | 309 | 324 |
Accretion of beneficial conversion feature related to dividends | 78 | 16 | ||
Series D Two Preferred Stock [Member] | ||||
Dividends Net of Beneficial Conversion Feature | 85 | 149 | 245 | 292 |
Accretion of beneficial conversion feature related to dividends | $ 52 |
Equity (Details 7)
Equity (Details 7) shares in Thousands | 6 Months Ended | |
Jun. 30, 2016$ / sharesshares | Jun. 30, 2015$ / sharesshares | |
Class Of Warrant Or Right Number Of Warrants Or Rights Roll Forward | ||
Number of Warrants Outstanding at beginning of period | shares | 205 | 171 |
Number of warrants issued | shares | 1,551 | 22 |
Number Of Warrants Or Rights Expired | shares | (13) | |
Number of Warrants Outstanding at end of period | shares | 1,756 | 180 |
Number of Warrants Or Rights Exercisable at end of period | shares | 1,756 | 180 |
Excercise Price of Warrants Outstanding at beginning of period | $ / shares | $ 35.51 | $ 36.13 |
Exercise Price Of Warrants Issued | $ / shares | 2.18 | 28.13 |
Exercise Price Of Warrants Expired | $ / shares | 62.50 | |
Excercise Price of Warrants Outstanding at end of period | $ / shares | $ 5.27 | $ 34.63 |
Exercise Price Of WarrantsExercisable at end of period | $ / shares | 5.27 | 34.63 |
Equity (Details 8)
Equity (Details 8) - $ / shares shares in Thousands | 6 Months Ended | |||
Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | ||||
Number of Warrants Outstanding and Excercisable | 1,756 | 205 | 180 | 171 |
Weighted Average Remaining Life Of Warrants Or Rights | 4 years 4 months 17 days | |||
Warrants Weighted Average Exercise Price per share | $ 1.85 | |||
Warrants Group One [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Warrants Outstanding and Excercisable | 14 | |||
Weighted Average Remaining Life Of Warrants Or Rights | 4 days | |||
Warrants Weighted Average Exercise Price per share | $ 0.30 | |||
Warrants Group Two [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Warrants Outstanding and Excercisable | 105 | |||
Weighted Average Remaining Life Of Warrants Or Rights | 10 days | |||
Warrants Weighted Average Exercise Price per share | $ 2.06 | |||
Warrants Group Three [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Warrants Outstanding and Excercisable | 32 | |||
Weighted Average Remaining Life Of Warrants Or Rights | 4 days | |||
Warrants Weighted Average Exercise Price per share | $ 0.51 | |||
Warrants Group Four [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Warrants Outstanding and Excercisable | 54 | |||
Weighted Average Remaining Life Of Warrants Or Rights | 21 days | |||
Warrants Weighted Average Exercise Price per share | $ 0.48 | |||
Warrants Group Five [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Warrants Outstanding and Excercisable | 1,551 | |||
Weighted Average Remaining Life Of Warrants Or Rights | 4 years 4 months 17 days | |||
Warrants Weighted Average Exercise Price per share | $ 1.92 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Arrangements with Employees and Nonemployees [Abstract] | ||
Estimated average forfeiture rate | 11.89% | 7.54% |
Stock Options, Granted | 29 | |
Outstanding Options, Weighted Average Exercise Price | $ 28.13 | |
Stock Options, Exercised | ||
Total unrecognized compensation expense related to non-vested share-based compensation arrangements granted under the plans | $ 107 | |
Unrecognized compensation expense amortization period | 1 year 8 months 12 days |
Equity (Details Textual 1)
Equity (Details Textual 1) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | May 19, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Subsidiary, Sale of Stock [Line Items] | |||||
Warrants Weighted Average Exercise Price | $ 5.27 | $ 35.51 | $ 34.63 | $ 36.13 | |
Number of warrants | 1,756 | 205 | 180 | 171 | |
Fair value of the derivative liability | $ 156 | ||||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from sale of stock, net | $ 1,204 | ||||
Administrative and other offering expenses | $ 780 | ||||
Number of shares sold in private placement | 690 | ||||
Warrants Weighted Average Exercise Price | $ 2.175 | ||||
Warrants, expiration date | May 18, 2021 | ||||
Public offering price | $ 1.74 | ||||
Number of warrants | 345 | ||||
Warrants offering price | $ 0.01 | ||||
Note Conversion [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from sale of stock, net | $ 1,188 | ||||
Number of shares sold in private placement | 683 | ||||
Warrants Weighted Average Exercise Price | $ 2.175 | ||||
Warrants, expiration date | May 18, 2021 | ||||
Number of warrants | 854 | ||||
Debt Instrument, Increase, Accrued Interest | $ 120 | ||||
Fair value of the derivative liability | $ 586 | ||||
Conversion price | $ 1.74 | ||||
Deferred Compensation Conversion [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from sale of stock, net | $ 498 | ||||
Number of shares sold in private placement | 286 | ||||
Warrants Weighted Average Exercise Price | $ 2.175 | ||||
Warrants, expiration date | May 18, 2021 | ||||
Number of warrants | 352 | ||||
Debt Instrument, Increase, Accrued Interest | $ 59 | ||||
Fair value of the derivative liability | $ 244 | ||||
Conversion price | $ 1.74 |