Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 07, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | DOCUMENT SECURITY SYSTEMS INC | |
Entity Central Index Key | 0000771999 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 27,670,125 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 52,061,000 | $ 5,226,000 |
Accounts receivable, net | 3,806,000 | 3,910,000 |
Inventory | 2,556,000 | 1,955,000 |
Prepaid expenses and other current assets | 1,451,000 | 1,359,000 |
Total current assets | 59,874,000 | 12,450,000 |
Property, plant and equipment, net | 4,079,000 | 4,146,000 |
Other investments | 5,134,000 | 1,788,000 |
Investment, equity method | 11,655,000 | 12,234,000 |
Marketable securities | 10,085,000 | 9,136,000 |
Notes receivable | 1,543,000 | 537,000 |
Non-current assets held for sale - discontinued operations | 744,000 | |
Other assets | 338,000 | 384,000 |
Right-of-use assets | 156,000 | 182,000 |
Goodwill | 26,862,000 | 26,862,000 |
Other intangible assets, net | 23,077,000 | 23,456,000 |
Total assets | 142,803,000 | 91,919,000 |
Current liabilities: | ||
Accounts payable | 1,248,000 | 1,482,000 |
Accrued expenses and deferred revenue | 1,798,000 | 5,270,000 |
Other current liabilities | 658,000 | 1,435,000 |
Current liabilities held for sale - discontinued operations | 240,000 | |
Current portion of lease liability | 138,000 | 167,000 |
Current portion of long-term debt, net | 498,000 | 278,000 |
Total current liabilities | 4,340,000 | 8,872,000 |
Long-term debt, net | 1,661,000 | 1,976,000 |
Long term lease liability | 18,000 | 15,000 |
Non-current liabilities held for sale - discontinued operations | 505,000 | |
Other long-term liabilities | 507,000 | 507,000 |
Deferred tax liability, net | 2,661,000 | 3,499,000 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity | ||
Preferred stock, $.02 par value; 47,000 shares authorized, 43,000 shares issued and outstanding (43,000 on December 31, 2020); Liquidation value $1,000 per share, $43,000,000 aggregate. | 1,000 | 1,000 |
Common stock, $.02 par value; 200,000,000 shares authorized, 27,670,000 shares issued and outstanding (5,836,000 on December 31, 2020) | 552,000 | 116,000 |
Additional paid-in capital | 235,027,000 | 174,380,000 |
Non-controlling interest in subsidiary | 3,399,000 | 3,430,000 |
Accumulated deficit | (105,363,000) | (101,382,000) |
Total stockholders' equity | 133,616,000 | 76,545,000 |
Total liabilities and stockholders' equity | $ 142,803,000 | $ 91,919,000 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.02 | $ 0.02 |
Preferred stock, shares authorized | 47,000 | 47,000 |
Preferred stock, shares issued | 43,000 | 43,000 |
Preferred stock, shares outstanding | 43,000 | 43,000 |
Preferred stock, liquidation par value | $ 1,000 | $ 1,000 |
Preferred stock, liquidation value | $ 43,000,000 | $ 43,000,000 |
Common stock, par value | $ 0.02 | $ .02 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 27,670,000 | 5,836,000 |
Common stock, shares outstanding | 27,670,000 | 5,836,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue: | ||
Total revenue | $ 4,943,000 | $ 4,221,000 |
Costs and expenses: | ||
Cost of revenue, exclusive of depreciation and amortization | 3,353,000 | 2,641,000 |
Selling, general and administrative (including stock based compensation) | 4,301,000 | 2,194,000 |
Depreciation and amortization | 518,000 | 303,000 |
Total costs and expenses | 8,172,000 | 5,138,000 |
Operating loss | (3,229,000) | (917,000) |
Other income (expense): | ||
Interest income | 52,000 | 24,000 |
Interest expense | (20,000) | (31,000) |
Gain on extinguishment of debt | 116,000 | |
(Loss) gain on investments | (1,076,000) | 4,000 |
Loss on equity method investment | (579,000) | |
Loss from continuing operations before income taxes | (4,736,000) | (920,000) |
Income tax benefit | 838,000 | |
Loss from continuing operations | (3,898,000) | (920,000) |
Loss from discontinued operations | (114,000) | (1,046,000) |
Net loss | (4,012,000) | (1,966,000) |
Loss from continuing operations attributed to noncontrolling interest | 31,000 | 67,000 |
Net loss attributable to common stockholders | $ (3,981,000) | $ (1,899,000) |
Loss per common share - continuing operations: | ||
Basic | $ (0.20) | $ (1.28) |
Diluted | (0.20) | (1.28) |
Loss per common share - discontinued operations: | ||
Basic | (0.01) | (0.68) |
Diluted | $ (0.01) | $ (0.68) |
Shares used in computing loss per common share: | ||
Basic | 19,432,831 | 1,539,052 |
Diluted | 19,432,831 | 1,539,052 |
Printed Products [Member] | ||
Revenue: | ||
Total revenue | $ 3,846,000 | $ 3,169,000 |
Technology Sales, Services and Licensing [Member] | ||
Revenue: | ||
Total revenue | 489,000 | 479,000 |
Direct Marketing [Member] | ||
Revenue: | ||
Total revenue | $ 608,000 | $ 573,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss from continuing operations | $ (3,898,000) | $ (920,000) |
Adjustments to reconcile net loss from continuing operations to net cash used by operating activities: | ||
Depreciation and amortization | 518,000 | 303,000 |
Stock based compensation | 15,000 | 90,000 |
Loss on equity method investment | 579,000 | |
Loss (gain) on investments | 1,076,000 | (4,000) |
Gain on extinguishment of debt | (116,000) | |
Deferred tax benefit | (838,000) | |
Decrease (increase) in assets: | ||
Accounts receivable, net | 90,000 | 284,000 |
Inventory | (601,000) | (29,000) |
Prepaid expenses and other current assets | (92,000) | (30,000) |
Other assets | (382,000) | (129,000) |
Increase (decrease) in liabilities: | ||
Accounts payable | 106,000 | 11,000 |
Accrued expenses | (3,472,000) | (157,000) |
Other liabilities | (778,000) | |
Net cash used by operating activities | (7,793,000) | (581,000) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (72,000) | (68,000) |
Purchase of investment | (3,230,000) | |
Purchase of marketable securities | (4,329,000) | (566,000) |
Sale of marketable securities | 2,188,000 | |
Note receivable investment | (1,006,000) | (462,000) |
Net cash used by investing activities | (6,449,000) | (1,096,000) |
Cash flows from financing activities: | ||
Payments of long-term debt | (89,000) | (88,000) |
Borrowings of long-term debt | 110,000 | 200,000 |
Borrowings from lines of credit, net | 300,000 | |
Issuances of common stock, net of issuance costs | 61,068,000 | 3,929,000 |
Net cash provided by financing activities | 61,089,000 | 4,341,000 |
Cash flows from discontinued operations: | ||
Cash (used) provide by operations | (12,000) | 112,000 |
Cash used by investing activities | (37,000) | |
Cash provided by financing activities | 33,000 | |
Net cash (used) provided by discontinued operations | (12,000) | 42,000 |
Net increase in cash | 46,835,000 | 2,706,000 |
Cash and cash equivalents at beginning of period | 5,226,000 | 1,096,000 |
Cash and cash equivalents at end of period | $ 52,061,000 | $ 3,802,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock | Preferred Stock | Additional Paid-In Capital | Non - controlling Interest in Subsidiary [Member] | Retained Earnings / Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 24,000 | $ 115,560,000 | $ (103,281,000) | $ 12,303,000 | ||
Balance, shares at Dec. 31, 2019 | 1,206,000 | |||||
Issuance of common stock, net | $ 18,000 | $ 4,036,000 | $ 4,054,000 | |||
Issuance of common stock, net, shares | 863,000 | |||||
Stock based payments, net of tax effect | $ 28,000 | $ 28,000 | ||||
Stock based payments, net of tax effect, shares | ||||||
Net loss | (67,000) | (1,900,000) | (1,966,000) | |||
Balance at Mar. 31, 2020 | $ 42,000 | 119,624,000 | (67,000) | (105,181,000) | 14,418,000 | |
Balance, shares at Mar. 31, 2020 | 2,069,000 | |||||
Balance at Dec. 31, 2020 | $ 116,000 | $ 1,000 | $ 174,380,000 | $ 3,430,000 | $ (101,382,000) | $ 76,545,000 |
Balance, shares at Dec. 31, 2020 | 5,836,000 | 43,000 | ||||
Issuance of common stock, net | $ 436,000 | $ 60,632,000 | $ 61,068,000 | |||
Issuance of common stock, net, shares | 21,834,000 | |||||
Stock based payments, net of tax effect | $ 15,000 | $ 15,000 | ||||
Stock based payments, net of tax effect, shares | ||||||
Net loss | $ (31,000) | $ (3,981,000) | $ (4,012,000) | |||
Balance at Mar. 31, 2021 | $ 552,000 | $ 1,000 | $ 235,027,000 | $ 3,399,000 | $ (105,363,000) | $ 133,616,000 |
Balance, shares at Mar. 31, 2021 | 27,670,000 | 43,000 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 1. Basis of Presentation and Significant Accounting Policies Document Security Systems, Inc. (the “Company of DSS”) operates eight (8) business lines through eight (8) DSS subsidiaries located around the globe. Of the eight subsidiaries, three of those have historically been the core subsidiaries of the Company: (1) Premier Packaging Corporation (“Premier Packaging”), (2) DSS Digital Inc., and its subsidiaries (“Digital Group”), and (3) DSS Technology Management, Inc. (“IP Technology”). Premier Packaging operates in the paper board folding carton, smart packaging, and document security printing markets. It markets, manufactures, and sells mailers, photo sleeves, sophisticated custom folding cartons, and complex 3-dimensional direct mail solutions designed to provide functionality, marketability, and sustainability to product packaging while providing counterfeit protection and consumer engagement platform. Digital Group researches, develops, markets, and sells the Company’s digital products worldwide. As an industry leader in brand authentication services, our solutions leverage functional anti-counterfeiting features and cutting-edge technologies to satisfy commercial and consumer product needs for branding, intelligent packaging, and marketing. Digital’s primary product is AuthentiGuard®, which is a brand authentication application that integrates the Company’s counterfeit deterrent technologies with proprietary digital data security-based solutions. IP Technology Management Inc., manages, licenses, and acquires intellectual property assets for the purpose of monetizing these assets through a variety of value-enhancing initiatives, including, but not limited to, investments in the development and commercialization of patented technologies, licensing, strategic partnerships, and commercial litigation. In 2020, under its (4) Decentralize Sharing Systems, Inc. subsidiary, created a fourth business segment, Direct Marketing/Online Sales Group (“Direct”). This group provides services to assist companies in the emerging growth gig business model of peer-to-peer decentralized sharing marketplaces. Direct specializes in marketing and distributing its products and services through its subsidiary and partner network, using the popular gig economic marketing strategy as a form of direct marketing. In addition to the four subsidiaries listed above DSS has created four new, wholly owned subsidiaries. (5) DSS Blockchain Security, Inc., a Nevada corporation, specializes in the development of blockchain security technologies for tracking and tracing solutions for supply chain logistics and cyber securities across global markets. (6) DSS Securities, Inc., a Nevada corporation, has been established to develop or to acquire assets in the securities trading or management arena, and to pursue two parallel streams of digital asset exchanges in multiple jurisdictions: (i) securitized token exchanges, focusing on digitized assets from different vertical industries and (ii) utilities token exchanges, focusing on “blue-chip” utility tokens from solid businesses. (7) DSS BioHealth Security, Inc., a Nevada corporation, is our business line which we will intend to invest in or to acquire companies related to the bio-health and biomedical field, including businesses focused on the research to advance drug discovery and development for the prevention, inhibition, and treatment of neurological, oncology and immuno-related diseases. This new division will place special focus on open-air defense initiatives, which curb transmission of air-borne infectious diseases such as tuberculosis and influenza, among others. (8) DSS Secure Living, Inc., a Nevada Corporation, develops top of the line advanced technology, energy efficiency, quality of life living environments and home security for everyone for new construction and renovations of residential single and multifamily living facilities. Aside from Decentralized Sharing Systems, Inc. the activity in the these newly created subsidiaries have been minimal or in various start-up or organizational phases. On August 21, 2020, the Company, completed its acquisition of Impact BioMedical, Inc. (“Impact BioMedical”), pursuant to a Share Exchange Agreement by and among the Company, DSS BioHealth Security, Inc. (“DSS BioHealth”), Alset International Limited (formally Singapore eDevelopment Ltd.), and Global Biomedical Pte Ltd. (“GBM”), which was previously approved by the Company’s shareholders (the “Share Exchange”). Under the terms of the Share Exchange, the Company issued 483,334 shares of the Company’s common stock, par value $0.02 per share, nominally valued at $6.48 per share, and 46,868 newly issued shares of the Company’s Series A Convertible Preferred Stock (“Series A Preferred Stock”). As a result of the Share Exchange, Impact BioMedical is now a wholly owned subsidiary of DSS BioHealth, the Company’s wholly owned subsidiary (see Note 5). Impact BioMedical strives to leverage its scientific know-how and intellectual property rights to provide solutions that have been plaguing the biomedical field for decades. By tapping into the scientific expertise of its partners, Impact BioMedical has undertook a concerted effort in the research and development (R&D), drug discovery and development for the prevention, inhibition, and treatment of neurological, oncological and immune related diseases. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8.03 of Regulation S-X for smaller reporting companies. Accordingly, these statements do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying balance sheets and related interim statements of operations and cash flows include all adjustments considered necessary for their fair presentation in accordance with U.S. GAAP. All significant intercompany transactions have been eliminated in consolidation. Interim results are not necessarily indicative of results expected for the full year. For further information regarding the Company’s accounting policies, refer to the audited consolidated financial statements and footnotes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2020. Principles of Consolidation - Use of Estimates - Reclassifications Investments For equity method investments, the Company regularly reviews its investments to determine whether there is a decline in fair value below book value. If there is a decline that is other-than-temporary, the investment is written down to fair value. See Note 6 for further discussion on investments. Fair Value of Financial Instruments - ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets. ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying amounts reported in the balance sheet of cash and cash equivalents, accounts receivable, prepaids, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. Marketable securities classify as a Level 1 fair value financial instrument. The fair value of notes receivable approximates their carrying value as the stated or discounted rates of the notes do not reflect recent market conditions. The fair value of revolving credit lines notes payable and long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions. The fair value of investments where the fair value is not considered readily determinable, are carried at cost. Impairment of Long-Lived Assets and Goodwill Related Party Liabilities Business Combinations - Discontinued Operations Earnings Per Common Share Concentration of Credit Risk - During 2021, two customers accounted for 40% of our consolidated revenue. As of March 31, 2021, these two customers accounted for 65% of our consolidated trade accounts receivable balance. As of March 31, 2020, these two customers accounted for 39% of our consolidated revenue and 59% of our consolidated trade accounts receivable balance. Income Taxes Recent Accounting Pronouncements Impact of COVID-19 Outbreak |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 2. Revenue The Company recognizes its products and services revenue based on when the title passes to the customer or when the service is completed and accepted by the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for shipped product or service provided. Sales and other taxes billed and collected from customers are excluded from revenue. The Company also derives revenue from royalties from third parties which are typically based on licensees’ net sales of products that utilize the Company’s technology, or on a per item usage of the technology on the customers’ printed products. The Company recognizes license revenue at the time it is reported by the licensee. From time to time, the Company generates license revenues through litigation settlements. For these, the Company recognizes revenue upon the execution of the agreement, when collectability is reasonably assured, or upon receipt of the minimum upfront fee for term agreement renewals, and when all other revenue recognition criteria have been met . The Company generates revenue from its direct marketing line of business primarily through internet sales and recognizes revenue as items are shipped. As of March 31, 2021, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Pursuant to Topic 606, the Company has applied the practical expedient with respect to disclosure of the deferral and future expected timing of revenue recognition for transaction price allocated to remaining performance obligations. The Company elected the practical expedient allowing it to not recognize as a contract asset the commission paid to its salesforce on the sale of its products as an incremental cost of obtaining a contract with a customer but rather recognize such commission as expense when incurred as the amortization period of the asset that the Company would have otherwise recognized is one year or less. Accounts Receivable The Company extends credit to its customers in the normal course of business. The Company performs ongoing credit evaluations and generally does not require collateral. Payment terms are generally 30 days but up to net 105 for certain customers. The Company carries its trade accounts receivable at invoice amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based upon management’s estimates that include a review of the history of past write-offs and collections and an analysis of current credit conditions. At March 31, 2021, the Company established a reserve for doubtful accounts of approximately $42,000 ($25,000 – December 31, 2020). The Company does not accrue interest on past due accounts receivable. Sales Commissions Sales commissions are expensed as incurred for contracts with an expected duration of one year or less. There were no sales commissions capitalized as of March 31, 2021. Shipping and Handling Costs Costs incurred by the Company related to shipping and handling are included in cost of products sold. Amounts charged to customers pertaining to these costs are reflected as revenue. See Note 14 for disaggregated revenue information. |
Notes Receivable
Notes Receivable | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Notes Receivable | 3. Notes Receivable Century TBD Holdings, LLC On October 10, 2019, the Company entered into a convertible promissory note (“TBD Note”) with Century TBD Holdings, LLC (“TBD”), a Florida limited liability company. The Company loaned the principal sum of $500,000, of which up to $500,000 and all accrued interest can be paid by an “Optional Conversion” of such amount up to 19.8% (non-dilutable) of all outstanding membership interest in TBD. This TBD Note accrues interest at 6% and matures on October 9, 2021. As of March 31, 2021 and December 31, 2020, this TBD Note had outstanding principal and interest of approximately $537,000. On December 30, 2020, the Company signed a binding letter of intent with West Park Capital, Inc (“West Park”). and TBD where the parties agreed to prepare a note and stock exchange agreement whereby DSS will assign the TBD Note to West Park and West Park shall issue to DSS a stock certificate reflecting 7.5% of the issued and outstanding shares of West Park. This note and stock exchange agreement is expected to be finalized sometime during the second quarter of 2021. GSX Group Limited On February 8, 2021, the Company entered into a convertible promissory note (“GSX Note”) with GSX Group Limited (“GSX”), a company registered in Gibraltar. The Company loaned the principal sum of $800,000, with principal and interest at a rate of 4%, due in one year from date of issuance. The GSX Note shall be converted, at the Company’s option, into shares of GSX at the conversion price of $1.05 per share. RBC Life Sciences, Inc. On October 9, 2019 and November 11, 2019, the Company’s subsidiary Decentralized Sharing Systems, Inc. entered into two, separate on demand, secured, convertible notes with RBC Life Sciences, Inc. (RBC), a Nevada corporation. The first Note, dated October 9 th The second note (Note #2) dated November 11, 2019, established a secured, convertible, revolving line of credit to RBC up to an aggregate principal sum of $800,000, funded at the sole discretion of lender, and accruing at annual non-default interest rate of 10% with a scheduled maturity date of November 11, 2024, payable to Decentralized Sharing Systems, Inc.’s wholly owned subsidiary, HWH World, Inc. Accrued interest on the outstanding principal balance was scheduled to be paid monthly commencing on December 25, 2019. Further, any amount of principal repaid during the term of the note was allowed to be re-advanced at any time prior to the earlier of the acceleration of note to maturity or its maturity date. This note also contains an “Optional Conversion” feature that allows the Company, at any time, before or after the occurrence of an event of default, at its option, to convert the outstanding principal balance, plus accrued interest into a number of newly issued shares of its common stock equal to 100% of the outstanding shares of common stock of RBC’s direct and indirect subsidiaries. This Note #2 was also secured by a second lien on all of the assets of RBC, behind the first lien securing Note #1, and a first lien on all of the assets of RBC’s multiple subsidiaries and the full guarantee of these subsidiaries. Advances of approximately $518,000 were made during 2020 under this note. On January 24, 2020, as a result of the borrower’s default on Note #1, Decentralized Sharing Systems, Inc. made demand for repayment of the outstanding balance of the Note #1. In partial resolution, Decentralized Sharing Systems, Inc and RBC agreed to accept and tender, respectively, pursuant to the Uniform Commercial Code Article 9, collateral in partial satisfaction of debt under the terms of Note #1. The Company chose to not exercise its option convert the outstanding principal and interest into equity, but instead elected to accept this specific collateral. On February 7, 2020, RBC agreed to the deed-in-lieu of specific assets in satisfaction of part of the amount owing under Note #1. On April 8, 2020, the Company initiated Uniform Commercial Code Article 9 foreclosure proceedings against the remaining assets of RBC and its subsidiaries which culminated with an Article 9 public sale on April 23, 2020. Again, the Company chose to forego the optional conversion of the outstanding principal and interest into 100% ownership, as was allowed in the terms of the note. Instead it elected to pursue through a public foreclosure sale collateral that secured Note #2. At that April Article 9 public sale, HWH World, Inc a wholly-owned subsidiary of the Company was the high bidder, and the Company received a Bill of Sale for all of the remaining assets of RBC. As a result of this foreclosure sale and the Note #1, collateral accepted in lieu of partial debt, the Company now owns and controls most of the former assets of RBC and its subsidiaries. During the second quarter of 2020, the Company completed its evaluation of the assets acquired through foreclosure of Note #1 and #2 above and determined the value received supported the recoverability of the carrying value of the two notes. In accordance with ASC 310 Receivables Goodwill and Other, the assets value will be recorded at the carrying value of the debt, allocated based on the value identified. The carrying values of Note #1 and Note #2 were reclassed as property, plant, and equipment and other intangible assets in the amounts of $201,000 and $637,000 respectively within the accompanying financial statements. These amounts are being depreciated and amortized over their useful lives. The Company is currently a defendant in a lawsuit brought against it for unjust enrichment and fraudulent transfer under Texas Uniform Fraudulent Transfer Act. See Note 9 for further details on related litigation. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | 4. Financial Instruments Cash, Cash Equivalents and Marketable Securities The following tables show the Company’s cash and cash equivalents and marketable securities by significant investment category as of March 31, 2021 and December 31, 2020: 2021 Adjusted Cost Unrealized Gain/(Loss) Fair Value Cash and Cash Equivalents Current Marketable Securities Investments Cash and cash equivalents $ 20,140,000 $ - $ 20,140,000 $ 20,140,000 $ - $ - Level 1 - Money Market Funds 31,921,000 - 31,921,000 31,921,000 - - Marketable Securities 7,769,000 2,316,000 10,085,000 - 10,085,000 - Level 2 Warrants 700,000 471,000 1,171,000 - - 1,171,000 Total $ 60,530,000 $ 2,787,000 $ 63,317,000 $ 52,061,000 $ 10,085,000 $ 1,171,000 2020 Adjusted Cost Unrealized Gain/(Loss) Fair Value Cash and Cash Equivalents Current Marketable Securities Investment Cash and cash equivalents $ 1,733,000 $ - $ 1,733,000 $ 1,733,000 $ - $ - Level 1 Money Market Funds 3,493,000 - 3,493,000 3,493,000 - - Marketable Securities 5,641,000 3,495,000 9,136,000 - 9,136,000 - Level 2 Warrants 700,000 356,000 1,056,000 - - 1,056,000 Total $ 11,567,000 $ 3,851,000 $ 15,418,000 $ 5,226,000 $ 9,136,000 $ 1,056,000 The Company typically invests in highly rated securities, with the primary objective of minimizing the potential risk of principal loss. The Company’s investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer. Fair values were determined for each individual security in the investment portfolio. |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combination | 5. Business Combination American Medical REIT Inc. On March 3, 2020, the Company, via its subsidiary DSS Securities, entered into a share subscription agreement and loan arrangement with LiquidValue Asset Management Pte Ltd., AMRE Asset Management, Inc. and American Medical REIT Inc. under which it acquired a 52.5% controlling ownership interest in AMRE Asset Management Inc. (“AAMI”) which currently has a 93% equity interest in American Medical REIT Inc. (“AMRE”). AAMI is a real estate investment trust (“REIT”) management company that sets the strategic vision and formulate investment strategy for AMRE. It manages the REIT’s assets and liabilities and provides recommendations to AMRE on acquisition and divestments in accordance with the investment strategies. AMRE is a Maryland corporation, organized for the purposes of acquiring hospitals and other acute or post-acute care centers from leading clinical operators with dominant market share in secondary and tertiary markets, and leasing each property to a single operator under a triple-net lease. AMRE was formed to originate, acquire, and lease a credit-centric portfolio of licensed medical real estate. AMRE is planned to qualify as a Real Estate Investment Trust for federal income tax purposes, which will provide. AMRE’s investors the opportunity for direct ownership of Class A licensed medical real estate. As of March 31, 2021, AAMI has yet to generate any revenue. Further, pursuant to and in connection with the Term Sheet, effective on March 3, 2020, the Company entered into a Promissory Note with AMRE, pursuant to which AMRE has issued the Company a promissory note for the principal amount of $800,000 (the “Note”). The Note matures on March 3, 2022 and accrues interest at the rate of 8.0% per annum and shall be payable in accordance with the terms set forth in the Note. Under the Note, AMRE may prepay or repay all or any portion of the Note at any time, without a premium or penalty. If not sooner prepaid, the entire unpaid principal balance of the Note including accrued interest will be due and payable in full on March 3, 2022. The Note also provides the Company an option to provide AMRE an additional $800,000 on the same terms and conditions as the Note, including the issuance of warrants as described below. As further incentive to enter into the Note, AMRE issued the Company warrants to purchase 160,000 shares of AMRE common stock (the “Warrants”). The Warrants have an exercise price of $5.00 per share, subject to adjustment as set forth in the Warrants, and expire on March 3, 2024. Pursuant to the Warrants, if AMRE files a registration statement with the Securities and Exchange Commission for an initial public offering (“IPO”) of AMRE’s common stock and the IPO price per share offered to the public is less than $10.00 per share, the exercise price of the Warrants shall be adjusted downward to 50% of the IPO price. The Warrants also grants piggyback registration rights to the Company as set forth in the Warrants. As of March 31, 2021, this Note had outstanding principal and interest of approximately $844,000. Upon consolidation this Note is eliminated. AMRE entered into a $200,000 unsecured promissory note with LVAM. The Note calls for interest to be paid annually on March 2 with interest fixed at 8.0%. See Note 7 for further details. U.S. GAAP requires that for each business combination, one of the combining entities shall be identified as the acquirer, and the existence of a controlling financial interest shall be used to identify the acquirer in a business combination. The Company has determined that its aforementioned 52.5% equity interest in AAMI provides existence of a controlling financial interest and has concluded to account for this transaction in accordance with the acquisition method of accounting under FASB ASC Topic 805, “ Business Combinations” Impact BioMedical, Inc. On August 21, 2020, the Company, completed its acquisition of Impact BioMedical, Inc. (“Impact”), pursuant to a Share Exchange Agreement by and among the Company, DSS BioHealth, and related parties Alset Intl (formally Singapore eDevelopment Limited), and Global Biomedical Pte Ltd. (“GBM”) which was previously approved by the Company’s shareholders (the “Share Exchange”).Under the terms of the Share Exchange, the Company issued 483,334 shares of the Company’s common stock, par value $0.02 per share, nominally valued at $6.48 per share, and 46,868 newly issued shares of the Company’s Series A Convertible Preferred Stock (“Series A Preferred Stock”), with a stated value of $46,868,000, or $1,000 per share, for a total consideration of $50 million to acquire 100% of the outstanding shares of Impact. The acquisition was done to add assets and a foundation of products with international market opportunities and demand, and which can be structured into long- term scalable, reoccurring license revenue within the DSS BioHealth line of business. Due to several factors, including a discount for illiquidity, the value of the Series A Preferred Stock was discounted from $46,868,000 to $35,187,000, thus reducing the final consideration given to approximately $38,319,000. The Company incurred approximately $295,000 in cost associated with the acquisition of Impact which were recorded as general and administrative expenses. As a result of the Share Exchange, Impact is now a wholly owned subsidiary of DSS BioHealth, the Company’s wholly owned subsidiary and operating results of the acquisition will be included in the Company’s financial statements beginning August 21, 2020. Impact BioMedical has several subsidiaries that are not wholly owned by Impact, and have an ownership percentage ranging from 63.6% to 100%. During the three months ended March 31, 2021, Impact has incurred approximately $420,000 of cost have been incurred, of which $9,000 of cost incurred is attributable to non-controlling interest. Although Impact historically, and to date has not generated any revenues, the acquisition of Impact meets the definition of a business with inputs, processes and outputs, and therefore, the Company has concluded to account for this transaction in accordance with the acquisition method of accounting under Topic 805. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Investments | 6. Investments Alset International Limited The Company owns 127,179,311 shares or approximately 7% of the outstanding shares of Alset International Limited (“Alset Intl”), formerly named Singapore eDevelopment Limited (“SED”), a company incorporated in Singapore and publicly listed on the Singapore Exchange Limited as of March 31, 2021 and December 31, 2020. This investment is classified as a marketable security and is classified as long-term assets on the consolidated balance sheets as the Company has the intent and ability to hold the investments for a period of at least one year. The Chairman of the Company, Mr. Heng Fai Ambrose Chan, is the Executive Director and Chief Executive Officer of Alset Intl. Mr. Chan is also the majority shareholder of Alset Intl as well as the largest shareholder of the Company. The fair value of the marketable security as of March 31, 2021 and December 31, 2020 was approximately $5,863,000 and $6,830,000 respectively, and during the three months ended March 31, 2021 the Company recorded unrealized loss on this investment of approximately $967,000. Sharing Services Global Corp. (“SHRG”) As of and through June 30, 2020, the Company classified its investment in Sharing Services Global Corp. (“SHRG”), a publicly traded company, as marketable equity security and measured it at fair value with gains and losses recognized in other income. In July 2020, through continued acquisition of common stock, as detailed below, the Company obtained greater than 20% ownership of SHRG, and thus has the ability to exercise significant influence over it. The Company currently accounts for its investment in SHRG using the equity method in accordance with ASC Topic 323, Investments—Equity Method and Joint Ventures On July 22, 2020, Chan Heng Fai Ambrose, the Chairman of the Company’s board of directors, assigned a Stock Purchase and Share Subscription Agreement by and between Mr. Chan and SHRG, pursuant to which the Company purchased 30,000,000 shares of Class A common stock and 10,000,000 warrants to purchase Class A common stock for $3 million, causing the Company’s ownership in SHRG to exceed 20%. The warrants have an average exercise price of $0.20, immediately vested and may be exercised at any time commencing on the date of issuance and ending three year from such date. As of the date of issuance the warrants the consideration paid allocated to the warrants amounted to approximately $700,000. The warrants are considered an equity investment that is recorded at fair value with gains and losses recorded through net income. These warrants have been recorded at the fair market value of $1,171,000 as of March 31, 2021 as compared to $1,056,000 at December 31, 2020 on the Company’s consolidated balance sheet and are included in “other investments” with the increase representing an unrealized gain of $116,000 during the three months ended March 31, 2021. These shares and warrants are also subject to a one-year trading restriction pursuant to the terms of a Lock-Up Agreement entered into between Mr. Chan and the Company and assigned to the Company. As of July 22, 2020, the carrying value of the Company’s equity method investment exceeded our share of the book value of the investee’s underlying net assets by approximately $9.2 million, which represents primarily intangible assets in the form of customer and distributor lists and goodwill arising from acquisitions. The Company is still in the process of valuing the intangible assets and goodwill as of March 31, 2021 and no amortization has been recorded during the period ended March 31, 2021. As of March 31, 2021, the Company held 64,207,378 class A common shares equating to a 40.2% ownership interest in SHRG. Due to the difference in fiscal year ends between the two companies, DSS has elected to recognize its portion of SHRG’s earnings and losses on a quarter lag basis and utilized SHRG’s three-month ended January 31, 2021 reported results to recognize a loss on the equity method investment of approximately $579,000. The aggregate fair value of the Company’s investment in SHRG at March 31, 2021 was approximately $16,052,000. The following table represents SHRG operating results for the nine-months ended January 31, 2021: Net sales $ 55,642,560 Gross profit $ 39,948,960 Operating loss $ (93,872 ) Loss before income taxes $ (290,965 ) Income tax provision $ 391,749 Net loss $ (682,714 ) The Company, via four (4) of the Company’s existing board members, currently holds four (4) of the five (5) SHRG board of director seats. Mr. John “JT” Thatch, DSS’s Lead Independent Director and as well the CEO of SHRG is on the SHRG Board, along with Mr. Chan, DSS’s Executive Chairman of the board of directors (joined the SHRG Board effective May 4, 2020), Mr. Sassuan “Sam” Lee, DSS Independent Director (joined the SHRG Board effective September 29, 2020) and Mr. Frank D. Heuszel, the CEO of the Company (joined the SHRG Board effective September 29, 2020). BMI Capital International LLC On September 10, 2020, the Company’s wholly owned subsidiary DSS Securities, Inc. entered into membership interest purchase agreement with BMI Financial Group, Inc. a Delaware corporation (“BMIF”) and BMI Capital International LLC, a Texas limited liability company (“BMIC”) whereas DSS Securities, Inc. purchased 14.9% membership interests in BMIC for $100,000. DSS Securities also had the option to purchase an additional 10% of the outstanding membership interest which it exercised in January of 2021 and increased its ownership to 24.9%. Upon achieving greater than 20% ownership in BMIC during the quarter ended March 31, 2021, the Company is currently accounting for this investment under the equity method of accounting per ASC 323. The Company’s portion of net income in BMIC during the three months ended March 31, 2021 was not significant. BMIC is a broker-dealer registered with the Securities and Exchange Commission, is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and is a member of the Securities Investor Protection Corporation (“SIPC”). The Company’s chairman of the board and another independent board member of the Company also have ownership interest in this joint venture. Alset Title Company On or about August 28, 2020, the Company’s wholly owned subsidiary, DSS Securities, Inc. entered into a corporate venture to form and operate a real estate title agency, under the name and flagging of Alset Title Company, Inc, a Texas corporation (“ATC”). DSS Securities, Inc. shall own 70% of this venture with the other two shareholders being attorneys necessary to the state application and permitting process. ATC have initiated or have pending applications to do business in a number of states, including Texas, Tennessee, Connecticut, Florida, and Illinois. For the purpose of organization and the state application process, the Company’s CEO, who is a licensed attorney, has a stated non-compensated 15% ownership interest in the venture. There was minimal activity for the three months ended March 31, 2021. BioMed Technologies Asia Pacific Holdings Limited On December 19, 2020, Impact BioMedical, a wholly-owned subsidiary of the Company, entered into a subscription agreement (the “Subscription Agreement”) with BioMed Technologies Asia Pacific Holdings Limited (“BioMed”), a limited liability company incorporated in the British Virgin Islands, pursuant to which the Company agreed to purchase 525 ordinary shares or 4.99% of BioMed at a purchase price of approximately $630,000. The Subscription Agreement provides, among other things, the Company has the right to appoint a new director to the board of BioMed. With respect to an issuance of shares to a third party by BioMed, the Company will have the right of first refusal to purchase such shares, as well as customary tag-along rights. In connection with the Subscription Agreement, Impact entered into an exclusive distribution agreement (the “Distribution Agreement”) with BioMed, to directly market, advertise, promote, distribute, and sell certain BioMed products, which focus on manufacturing natural probiotics, to resellers. This investment is valued at cost as it does not have a readily determined fair value. BioMed focuses on manufacturing natural probiotics, pursuant to which the Company will directly market, advertise, promote, distribute and sell certain BioMed products to resellers. The products to be distributed by the Company include BioMed’s PGut Premium Probiotics ® ® ® ® ® Under the terms of the Distribution Agreement, the Company will have exclusive rights to distribute the products within the United States, Canada, Singapore, Malaysia, and South Korea and non-exclusive distribution rights in all other countries. In exchange, the Company agreed to certain obligations, including mutual marketing obligations to promote sales of the products. This agreement is for ten years with an one year auto-renewal feature. Vivacitas Oncology, Inc. On March 15, 2021, the Company, through one of its subsidiaries, entered into a Stock Purchase Agreement (the “Agreement”) with Vivacitas Oncology Inc. (“Vivacitas”), to purchase 500,000 shares of its common stock at the per share price of $1.00, with an option to purchase 1,500,000 additional shares at the per share price of $1.00. This option will terminate upon one of the following events: (i) The Seller’s board of directors cancels this option because it is no longer in the best interest of the Company; (ii) December 31, 2021; or (iii) the date on which the Seller receives more than $1.00 per share of the Company’s common stock in a private placement with gross proceeds of $500,000. Under the terms of the Agreement, the Company will be allocated two seats on the board of Vivacitas. On March 18, 2021, the Company entered into an agreement with Alset EHome International, Inc. (“Seller”) to purchase from the Seller’s its wholly owned subsidiary Impact Oncology PTE Ltd. (“IOPL”) for a purchase price $2,480,000. The acquisition of IOPL has been treated as an asset acquisition as IOPL does not meet the definition of a business as defined in Topic 805. IOPL owns 2,480,000 shares of common stock of Vivacitas along with the option to purchase an additional 250,000 shares of common stock. As a result of these two transactions, the Company will have an approximate 15.7% equity position in Vivacitas. The Sellers largest shareholder is Mr. Chan Heng Fai Ambrose, the Chairman of the Company’s board of directors and its largest shareholder. |
Short-Term and Long-Term Debt
Short-Term and Long-Term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Short-Term and Long-Term Debt | 7. Short-Term and Long-Term Debt Revolving Credit Lines On July 26, 2017, Premier Packaging entered into a Loan Agreement and accompanying Term Note Non-Revolving Line of Credit Agreement with Citizens pursuant to which Citizens agreed to lend up to $1,200,000 to permit Premier Packaging to purchase equipment from time to time that it may need for use in its business. The aggregate principal balance outstanding under the Equipment Acquisition Line of Credit shall bear interest thereon at a per annum rate of 2% above the LIBOR Advantage Rate until the Conversion Date (as defined in the Term Note Non-Revolving Line of Credit). Effective on the Conversion Date, the interest shall be adjusted to a fixed rate equal to 2% above the bank’s Cost of Funds, as determined by Citizens. Current maturities of long-term debt are based on an estimated 48-month amortization which will be adjusted upon conversion. As of March 31, 2021 and December 31, 2020, the Term Note had a balance of $741,000 and $771,000 respectively. The Company pays a monthly amount of $13,000 in principal and interest. Equipment Line of Credit Promissory Notes - The Citizens credit facilities to each of the Company’s subsidiaries, Premier Packaging, contain various covenants including fixed charge coverage ratio, tangible net worth and current ratio covenants which are tested annually at December 31. For the year ended December 31, 2020, Premier Packaging was in compliance with the annual covenants. On March 2, 2020, AMRE entered into a $200,000 unsecured promissory note with LVAM. The Note calls for interest to be paid annually on March 2 with interest fixed at 8.0%. As of December 31, 2020, accrued interest is included in the outstanding balance. If not paid sooner, the entire unpaid principal balance is due in full on March 2, 2022. As further incentive to enter into this Note, AMRE granted LVAM warrants to purchase shares of common stock of AMRE (the “Warrants”). The amount of the warrants granted is the equivalent of the Note Principal divided by the Exercise Price. The Warrants are exercisable for four years and are exercisable at $5.00 per share (the “Exercise” Price). The value of the warrants is not considered to be material. The holder is a related party owned by the Chairman of the Company’s board of directors. As of March 31, 2021, the new promissory note, inclusive of unpaid interest, had a balance of $218,000. During Q2 2020, the Company received loan proceeds for Premier Packaging, DSS Digital, and AAMI in the amount of approximately $1,078,000 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. These funds were used for payroll, benefits, rent, mortgage interest, and utilities. As of August 4, 2020, pursuant to the terms of the SBA PPP program, the Company submitted applications for Premier Packaging and DSS Digital for a requested 100% loan forgiveness. During the fourth quarter 2020, both these notes approximating $969,000 were forgiven in full and recognized as a gain on the extinguishment of debt on the accompanying consolidated financial statements as of December 31, 2020. AAMI, pursuant to the terms of the SBA PPP program, submitted its application for 100% loan forgiveness in October 2020, and received confirmation of forgiveness in January 2021. On March 16, 2021, American Medical REIT, Inc. received loan proceeds in the amount of approximately $110,000 under the Paycheck Protection Program (“PPP”) with a fixed rate of 1% and a 60-month maturity term. The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. These funds were used for payroll, benefits, rent, mortgage interest, and utilities. |
Lease Liability
Lease Liability | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Lease Liability | 8 . The Company has operating leases predominantly for operating facilities. As of March 31, 2021, the remaining lease terms on our operating leases range from less than one to two years. DSS Plastics Group which finalized the sale of its assets on August 14, 2020 is not included in the lease liability calculation (see Note 11). Renewal options to extend our leases have not been exercised due to uncertainty. Termination options are not reasonably certain of exercise by the Company. There is no transfer of title or option to purchase the leased assets upon expiration. There are no residual value guarantees or material restrictive covenants. There are no significant finance leases as of March 31, 2021. Future minimum lease payments as of March 31, 2021 are as follows: Maturity of Lease Liability Totals 2021 132,000 2022 18,000 2023 4,000 2024 4,000 2025 4,000 2026 2,000 Total lease payments 164,000 Less: Imputed Interest (8,000 ) Present value of remaining lease payments $ 156,000 Current $ 138,000 Noncurrent $ 18,000 Weighted-average remaining lease term (years) 0.9 Weighted-average discount rate 4.04 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies The Apple Litigation On November 26, 2013, DSSTM filed suit against Apple, Inc. (“Apple”) in the United States District Court for the Eastern District of Texas, for patent infringement (the “Apple Litigation”). The complaint alleges infringement by Apple of DSSTM’s patents that relate to systems and methods of using low power wireless peripheral devices. DSSTM is seeking a judgment for infringement, injunctive relief, and compensatory damages from Apple. On October 28, 2014, the case was stayed by the District Court pending a determination of Apple’s motion to transfer the case to the Northern District of California. On November 7, 2014, Apple’s motion to transfer the case to the Northern District of California was granted. On December 30, 2014, Apple filed two Inter Partes Review (“IPR”) petitions with the Patent Trial and Appeal Board (“PTAB”) for review of the patents at issue in the case. The PTAB instituted the IPRs on June 25, 2015. The California District Court then stayed the case pending the outcome of those IPR proceedings. Oral arguments of the IPRs took place on March 15, 2016, and on June 17, 2016, PTAB ruled in favor of Apple on both IPR petitions. DSSTM then filed an appeal with the U.S. Court of Appeals for the Federal Circuit (the “Federal Circuit”) seeking reversal of the PTAB decisions. Oral arguments for the appeal were held on August 9, 2017. On March 23, 2018, the Federal Circuit reversed the PTAB, finding that the PTAB erred when it found the claims of U.S. Patent No. 6,128,290 to be unpatentable. The Federal Circuit affirmed its decision on July 12, 2018, when it denied Apple’s petition for panel rehearing of the Federal Circuit’s Opinion and Judgment issued on March 23, 2018. On July 27, 2018, the District Court judge lifted the Stay resuming the litigation, which had a trial date set for the week of February 24, 2020. On January 14, 2020, the Court in the case DSS Technology Management, Inc. v. Apple, Inc., 4:14-cv-05330-HSG pending in the Northern District of California issued an order that denied DSS’ motion to amend its infringement contentions. In the same Order, the Court granted Apple’s motion to strike DSS’ infringement expert report. DSS filed a motion for leave to file a motion for reconsideration of the Court’s order denying DSS the right to amend its infringement contentions and motion to strike DSS infringement expert report. On February 18, 2020, the Court denied DSS’s motion for leave to file a motion for reconsideration. On February 24, 2020, the Court signed a Final Judgment stipulating that Apple was “entitled to a judgment of non-infringement of U.S. Patent No. 6,128,290 as a matter of law.” On March 10, 2020, DSS filed an appeal of this Final Judgment to the United States Court of Appeals for the Federal Circuit under DSS Technology Management v. Apple, Federal Circuit Docket no. 2020-1570. On April 27, 2021, the Court of Appeals heard oral argument, and on April 30, 2021, the Court affirmed the District Court’s judgment. The Company is currently evaluating its options for further proceedings on appeal. On March 10, 2020 DSS filed an appeal of this Final Judgment to the United States Court of Appeals for the Federal Circuit under DSS Technology Management v. Apple, Federal Circuit Docket no. 2020-1570. On April 27, 2021, the Court of Appeals heard oral argument, and on April 30, 2021, the Court affirmed the District Court’s judgment. The Company is currently evaluating its options for further proceedings on appeal. The Ronaldi Litigation In April 2019 DSS commenced an action in New York State Supreme Court, Monroe County, Index No. E2019003542, against Jeffrey Ronaldi, our former Chief Executive Officer. This New York action seeks a declaratory judgment that, contrary to informal claims made by him, Mr. Ronaldi’s employment agreement with us expired by its terms and that he is not entitled to any cash bonuses or other unpaid amounts. The lawsuit also seeks an injunction against Mr. Ronaldi from interfering with any of DSS’ IP litigation. Mr. Ronaldi subsequently commenced an action against DSS in the Superior Court of California, County of San Diego, on November 8, 2019, under case number 37-2019-00059664-CU-CO-CTL, in which he alleged that DSS terminated his employment in April 2019 in order to avoid paying him certain employment-related amounts. DSS was successful in dismissing the California case and consolidating it with the action pending in Monroe County, New York. Mr. Ronaldi asserted counterclaims in the Monroe County, New York action similar to those he originally brought in California. Mr. Ronaldi claims that his termination violated an alleged employment agreement or implied-in-fact employment agreement and that he should have remained employed through 2019. Mr. Ronaldi seeks to recover: (i) $144,657.53 in wages from April 11, 2019 through December 31, 2019; (ii) $769.23 in alleged unpaid based salary for time worked before April 11, 2019; (iii) $15,384.62 in alleged paid time off compensation; (iv) $3,076.93 in alleged unpaid sick time compensation; (v) $26,076.93 in waiting-time penalties; (vi) -$91,000 in unspecified expense reimbursement; (vii) $300,000 in alleged cash bonuses ($100,000 per year) based on DSS’s performance in 2017, 2018 and 2019; and (viii) a $450,000 performance bonus based on the result of certain alleged net proceeds from patent infringement litigation. He further claims an interest in any recovery in DSS Technology Management v. Apple, Inc., Case No. 4:14-cf05330-HSG. The parties are now engaged in discovery. Additionally, on March 2, 2020 DSS and DSSTM filed a second litigation action against Jeffrey Ronaldi in the State of New York, Supreme Court, County of Monroe, Document Security Systems, Inc. and DSS Technology Management, Inc. vs. Jeffrey Ronaldi, Index No.: 2020002300, alleging acts of self-dealing and conflicts of interest while he served as CEO of both DSS and DSS TM. Mr. Ronaldi filed a Notice of Removal of this civil litigation to the United States District Court for the Western District of New York where it was assigned Case No. 6:20-cv-06265-EAW. Mr. Ronaldi filed a motion seeking to compel DSS to advance his legal fees to defend the action, which motion was fully briefed as of June 30, 2020 and remains pending and undecided. On March 16, 2021 the Western District of New York granted Mr. Ronaldi’s motion to have his defense costs advanced to him during the pendency of the action as they are incurred. On March 26, 2021 Mr. Ronaldi applied to the court for reimbursement of $160,896.25 in legal fees. The Company has objected to the size of that bill as it was based on out-of-town billing rates and the result of an excessive number of hours spent on litigation. The parties now engaged in discovery, awaiting a decision on the Company’s objection to Mr. Ronaldi’s fee application and will engage in court-ordered mediation no later than June 30, 2021. Maiden Biosciences Litigation On February 15, 2021, Maiden Biosciences, Inc. (“Maiden”) commenced an action against Document Security Stems, Inc. (“DSS”), Decentralized Sharing Systems, Inc. (“Decentralized”), HWH World, Inc. (“HWH”), RBC Life International, Inc., RBC Life Sciences, Inc (“RBC”)., Frank D. Heuszel (“Heuszel”), Steven E. Brown, Clinton Howard, and Andrew Howard (collectively, “Defendants”). The lawsuit is currently pending in the United States District Court Northern District of Texas, Dallas Division, and is styled and numbered Maiden Biosciences, Inc. v. Document Security Stems, Inc., et al., Case No. 3:21-cv-00327. This lawsuit relates to two promissory notes executed by RBC in the 4 th On March 30, 2021, Defendants DSS, Decentralized, HWH, RBC Life International Inc., and Heuszel filed their Motion to Dismiss the RICO, unjust enrichment, and exemplary damages claims against them, and the TUFTA claim against DSS and RBC Life International, Inc. On May 4, 2021, Maiden filed its Response and Supporting Brief in Opposition to the Motion to Dismiss. A Reply Brief must be filed by May 18, 2021. The pretrial deadlines and tentative trial date will be set by the Court after a ruling on the Motion to Dismiss and following a customary status conference. In addition to the foregoing, we may become subject to other legal proceedings that arise in the ordinary course of business and have not been finally adjudicated. Adverse decisions in any of the foregoing may have a material adverse effect on our results of operations, cash flows or our financial condition. The Company accrues for potential litigation losses when a loss is probable and estimable. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ Equity Sales of Equity On May 15, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement #2”) with the Underwriter, which provided for the issuance and sale by the Company and the purchase by the Underwriter, in a firm commitment underwritten public offering (the “May 2020 Offering”), of 769,230 shares of the Company’s common stock, $0.02 par value per share. Subject to the terms and conditions contained in the Underwriting Agreement #2, the shares were sold to the Underwriter at a public offering price of $7.80 per share, less certain underwriting discounts and commissions. The Company also granted the Underwriters a 45-day option to purchase up to 115,384 additional shares of the Company’s common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the May 2020 Offering which was exercised. The net offering proceeds to the Company from the May 2020 Offering were approximately $6.2 million, after deducting estimated underwriting discounts and commissions and other estimated offering expenses. The May 2020 Offering was closed on June 26, 2020. On July 7, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement #3”) with the Underwriter, which provided for the issuance and sale by the Company and the purchase by the Underwriter, in a firm commitment underwritten public offering (the “July 2020 Offering”), of 1,028,800 shares of the Company’s common stock, $0.02 par value per share. Subject to the terms and conditions contained in the Underwriting Agreement #3, the shares were sold to the Underwriter at a public offering price of $6.25 per share, less certain underwriting discounts and commissions. The Company also granted the Underwriters a 45-day option to purchase up to 154,320 additional shares of the Company’s common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the July 2020 Offering which was exercised. The net offering proceeds to the Company from the July 2020 Offering were approximately $6.7 million. The July 2020 Offering was closed on July 10, 2020. On July 28, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement #4”) with the “Underwriter, which provided for the issuance and sale by the Company and the purchase by the Underwriter, in a firm commitment underwritten public offering (the “July 2020 Offering #2”), of 453,333 shares of the Company’s common stock, $0.02 par value per share. Subject to the terms and conditions contained in the Underwriting Agreement #4, the shares were sold to the Underwriter at a public offering price of $7.50 per share, less certain underwriting discounts and commissions. The Company also granted the Underwriters a 45-day option to purchase up to 38,533 additional shares of the Company’s common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the July 2020 Offering #2. The net offering proceeds to the Company from the July 2020 Offering #2 were approximately $3.3 million, after deducting estimated underwriting discounts and commissions and other estimated offering expenses. The initial July 2020 Offering #2 was closed on July 31, 2020, and the overallotment was exercised on August 7, 2020. On August 21, 2020, the Company, completed its acquisition of Impact BioMedical, pursuant to a Share Exchange Agreement by and among the Company, DSS BioHealth, and related parties Alset Intl, and GBM which was previously approved by the Company’s shareholders (the “Share Exchange”). Under the terms of the Share Exchange, the Company issued 483,334 shares of the Company’s common stock, par value $0.02 per share, nominally valued at $6.48 per share, and 46,868 newly issued shares of the Company’s Series A Convertible Preferred Stock. In connection with the Share Exchange for Impact BioMedical described in Note 5, on August 18, 2020, the Company filed a Certificate of Amendment of its Certificate of Incorporation (the “Certificate of Amendment”) to increase the number of authorized shares of the Company, including 47,000 shares of Preferred Stock, with a par value of $0.02, of which 47,000 shares were designated Series A Preferred Stock. The Certificate of Amendment, the form of which was previously disclosed in a Schedule 14A Definitive Proxy Statement filed with the Securities and Exchange Commission on July 14, 2020. As described in Note 5, this transaction is a related party transaction. Holders of the Series A Preferred Stock have no voting rights, except as required by applicable law or regulation, and no dividends accrue or are payable on the Series A Preferred Stock. The holders of Series A Preferred Stock are entitled to a liquidation preference at a liquidation value of $1,000 per share aggregating to $46,868,000, and the Company has the right to redeem all or any portion of the then outstanding shares of Series A Preferred Stock, pro rata among all holders, at a redemption price per share equal to such liquidation value per share. The Series A Preferred Stock ranks senior to Common Stock and any other class of securities that is specifically designated as junior to the Series A Preferred Stock with respect to rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, in respect of a liquidation preference equal to its par value of $1,000. A holder of Series A Preferred Stock has the option to convert each share of Series A Preferred Stock into a number of common shares in the Company equal to the $1,000 liquidation preference divided by a conversion price of $6.48 or 154.32 shares subject to a Beneficial Ownership Limitation of 19.99%, as defined in the Share Exchange Agreement. Additionally, the Company has the option to require conversion of all outstanding Series A Preferred Stock into common stock at any time, subject to the Beneficial Ownership Limitation discussed. In aggregate the Series A Preferred Shares are convertible into 7,232,670 shares of the Company’s common stock at the date of issuance. The Company evaluated the classification of the Series A Preferred Shares under the guidance enumerated in ASC 470, 480, and 815 and determined that based on the features noted above the instruments are accounted for as permanent equity. On October 16, 2020, GBM converted 4,293 shares of the Series A Convertible Preferred Stock into 662,500 shares of the Company’s common A shares. On January 19, 2021, the Company entered into an underwriting agreement, as amended by Amendment No. 1 effective as of January 19, 2021 (the “Jan. 2021 Underwriting Agreement”), with Aegis Capital Corp., as representative of the underwriters, which provided for the issuance and sale by the Company and the purchase by the underwriters, in a firm commitment underwritten public offering (the “Jan. 2021 Offering”), of 6,666,666 shares of the Company’s common stock, $0.02 par value per share. Subject to the terms and conditions contained in the Jan. 2021 Underwriting Agreement, the shares were offered in a public offering at a price of $3.60 per share, less certain underwriting discounts and commissions. The Company also granted the underwriters a 45-day option to purchase up to 1,000,000 additional shares of the Company’s common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Jan. 2021 Offering. This overallotment was exercised in full. The net offering proceeds to the Company from the Jan. 2021 Offering are approximately $24.9 million, after deducting estimated underwriting discounts and commissions and other estimated offering expenses On February 4, 2021, the Company entered into an underwriting agreement (the “Feb. 2021 Underwriting Agreement”) with Aegis Capital Corp., as representative of the underwriters named therein, which provided for the issuance and sale by the Company and the purchase by the underwriters, in a firm commitment underwritten public offering (the “Feb. 2021 Offering”), of 12,319,346 shares of the Company’s common stock, $0.02 par value per share. Subject to the terms and conditions contained in the Feb. 2021 Underwriting Agreement, the shares were sold at a public offering price of $2.80 per share, less certain underwriting discounts and commissions. The Company also granted the underwriters a 45-day option to purchase up to 1,847,901 additional shares of the Company’s common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Feb. 2021 Offering, which over-allotment option was exercised in full on February 9, 2021. The net offering proceeds to the Company from the Feb. 2021 Offering are approximately $36.14 million, including the exercise of the underwriter’s over-allotment option, and after deducting estimated underwriting discounts and commissions and other estimated offering expenses. Stock-Based Compensation - On April 3, 2020, by unanimous written consent, the Board of Directors authorized the Company to issue individual stock grants of the Company’s common stock, pursuant to the Company’s 2020 Employee, Director and Consultant Equity Incentive Plan, to certain managers and directors in the amount of 8,900 shares, at $6.60 per share which were immediately vested and issued. 5,800 of these shares where were fully vested restricted stock to members of the Company’s management team with a two-year lock-up period. On June 4, 2020, the Company entered into an agreement with an investor relations firm to provide services over a 14-month period in exchange for 21,000 shares of common stock. The shares were issued on the date of the agreement and were valued by the Company at $210,000. The value assigned to the shares is included in other assets on the accompanying consolidated balance sheets and will be expensed into marketing expense as it is earned. On September 23, 2020, by written consent of the Chief Executive Officer and the Chairman of the board, the Company issued individual stock grants of the Company’s common stock, pursuant to the Company’s 2020 Employee, Director and Consultant Equity Incentive Plan, to a consultant of the Company in the amount of 20,000 shares, at $4.48 per share which were immediately vested. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 11. Discontinued Operations As a result of the insufficient cash flows from the operations of Plastic Printing Professionals, Inc. as well as the disruption of our business from the COVID-19 pandemic, on April 20, 2020, the Company executed a nonbinding letter of intent with a buyer for substantially all the assets of this business line. with an intent to exit this business line. As a result, management has decided to fully impair its goodwill related to DSS Plastics. The impact to DSS’s first quarter earnings of this impairment was approximately $685,000. On August 14, 2020, the Company entered into a final Asset Purchase Agreement and the Company terminated its production and office personnel and maintained only a few employees to assist in and facilitate the sale of its assets. The financial results for these subsidiaries have been presented as discontinued operations in the accompanying consolidated financial statements. The consideration paid to the Company under the Asset Purchase Agreement for the sale of the assets included a one-time cash payment of $683,000 and an additional contingent earn-out payment of an aggregate amount of up to $517,000 based on future quarterly gross revenue of the business to be conducted by the buyer with the sold assets. Consistent with the Company’s policy for accounting for gain contingencies, the earn out will be recorded when determined realizable which did not occur during the twelve-months ended December 31, 2020. As of December 31, 2020, the Company has recognized $390,000 of this earn out in Loss from Discontinued Operations. The net effect of all assets disposed of is a net loss of $111,000 These amounts are included in Loss from Discontinued Operations. Included in its Right-of-use assets is the lease of the Company’s facility in Brisbane, Ca. In April 2021, the Company terminated this lease with the landlord effective March 31, 2021 and therefore, wrote off the asset and corresponding liability associated with the lease at March 31, 2021. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes Our effective tax rate for the three-month periods ended March 31, 2021 was 18.8%. There was no tax provision for March 31, 2020 due to the expected tax benefit from net operating losses (NOLs) being fully offset by an increase in the valuation allowance. As of December 31, 2020, the Company has domestic net operating loss (“NOL”) carryforwards of approximately $56.7 million. The utilization of these NOLs is limited under Sec. 382 of the Internal Revenue Code. A valuation allowance has been recorded to reduce the deferred tax asset to the expected realizable amount, leaving $2.9 million available for use. As of March 31, 2021, no benefit for losses incurred by our foreign subsidiaries have been recorded as those losses are not anticipated to provide any tax benefits in future periods. There were no unrecognized tax benefits related to uncertain tax positions at March 31, 2021 and December 31, 2020. As a result of our operations, we file income tax returns in various jurisdictions including U.S. federal, U.S. state and foreign jurisdictions. We are routinely subject to examination by taxing authorities in these various jurisdictions. At March 31, 2021, there are no ongoing income tax audits. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 13. Supplemental Cash Flow Information The following table summarizes supplemental cash flows for the three months ended March 31, 2021 and 2020: 2021 2020 Cash paid for interest $ 20,000 $ 31,000 Non-cash investing and financing activities: Termination of right of use lease asset $ (744,000 ) $ — Termination of right of use lease liability $ 744,000 $ — Satisfaction of accrued expenses with issuance of common stock $ — $ 114,000 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 14. Segment Information The Company’s eight businesses lines are organized, managed and internally reported as four operating segments. One of these operating segments, Premier Packaging, is the Company’s packaging and security printing group. Premier Packaging operates in the paper board folding carton, smart packaging, and document security printing markets. It markets, manufactures, and sells mailers, photo sleeves, sophisticated custom folding cartons, and complex 3-dimensional direct mail solutions. These products are designed to provide functionality and marketability while also providing counterfeit protection. A second, BioHealth Group, invests in, or acquires companies in the biohealth and biomedical fields, including businesses focused on the advancement of drug discovery and prevention, inhibition, and treatment of neurological, oncological, and immune related diseases. This division is also developing open-air defense initiatives, which curb transmission of air-borne infectious diseases, such as tuberculosis and influenza. The BioHealth Group is also targeting unmet, urgent medical needs. A third operating segment, Digital Group, researches, develops, markets, and sells the Company’s digital products worldwide. As an industry leader in brand authentication services, our solutions leverage functional anti-counterfeiting features and cutting-edge technologies to satisfy commercial and consumer product needs for branding, intelligent packaging, and marketing. Digital’s primary product is AuthentiGuard®, which is a brand authentication application that integrates the Company’s counterfeit deterrent technologies with proprietary digital data security-based solutions (subsequent to March 31, 2021, this segment will be discontinued as the Company’s subsidiary DSS Digital, which constitutes the majority of the activity in this segment was disposed of See Note 15). The fourth segment, Direct Marketing/Online Sales Group, provides services to assist companies in the emerging growth gig business model of peer-to-peer decentralized sharing marketplaces. It specializes in marketing and distributing its products and services through its subsidiary and partner network, using the popular gig economic marketing strategy as a form of direct marketing. Direct marketing products include, among other things, nutritional and personal care products sold throughout North America, Asia Pacific and Eastern Europe. Our segment structure presented below represents a change from the prior year for the inclusion of our BioHealth Group and the removal of our Plastics segment and IP Technology Management segment as the Plastics segment was discontinued in 2020 and activities surrounding our IP Technology Management segment have significantly decreased. The amounts for these segments have been included in the Corporate reporting segment for the three months ended March 31, 2021 and 2020 below. Also, the investment in SHRG, recorded in the Corporate segment at December 31, 2020 is accounted for in the Direct Marketing segment for the three months ended March 31, 2021. Each of our segments employs consistent accounting policies. Approximate information concerning the Company’s operations by reportable segment for the three months ended March 31, 2021 and 2020 is as follows. The Company relies on intersegment cooperation and management does not represent that these segments, if operated independently, would report the results contained herein: Three Months Ended March 31, 2021 Packaging and Printing Digital Direct Marketing Biohealth Group Corporate Total Revenue $ 3,846,000 $ 489,000 $ 608,000 $ - $ - $ 4,943,000 Depreciation and amortization 116,000 10,000 44,000 278,000 70,000 518,000 Interest expense 19,000 - - - 1,000 20,000 Stock based compensation 1,000 8,000 - - 6,000 15,000 Net income (loss) from continuing operations 218,000 54,000 (1,799,000 ) (698,000 ) (1,673,000 ) (3,898,000 ) Capital expenditures 66,000 - 6,000 - - 72,000 Identifiable assets 22,567,000 980,000 18,892,000 51,158,000 49,206,000 142,803,000 Three Months Ended March 31,2020 Packaging and Printing Digital Direct Marketing Biohealth Group Corporate Total Revenue $ 3,158,000 $ 490,000 $ 573,000 $ - $ - $ 4,221,000 Depreciation and amortization 223,000 9,000 - - 71,000 303,000 Interest expense 27,000 4,000 - - - 31,000 Stock based compensation 4,000 20,000 - - 66,000 90,000 Net income (loss) from continuing operations 22,000 (46,000 ) 204,000 - (1,101,000 ) (921,000 ) Capital expenditures 63,000 4,000 - - 1,000 68,000 Identifiable assets 10,626,000 757,000 865,000 - 7,093,000 19,341,000 The following tables disaggregate our business segment revenues by major source: Printed Products Revenue Information: Three months ended March 31, 2021 Packaging Printing and Fabrication $ 3,688,000 Commercial and Security Printing 158,000 Total Printed Products $ 3,846,000 Three months ended March 30, 2020 Packaging Printing and Fabrication $ 2,966,000 Commercial and Security Printing 203,000 Total Printed Products $ 3,169,000 Technology Sales, Services and Licensing Revenue Information: Three months ended March 31, 2021 Information Technology Sales and Services $ 38,000 Digital Authentication Products and Services 367,000 Royalties from Licensees 84,000 Total Technology Sales, Services and Licensing $ 489,000 Three months ended March 30, 2020 Information Technology Sales and Services $ 11,000 Digital Authentication Products and Services 331,000 Royalties from Licensees 137,000 Total Technology Sales, Services and Licensing $ 479,000 Direct Marketing Three months ended March 31, 2021 Direct Marketing Internet Sales $ 608,000 Total Direct Marketing $ 608,000 Three months ended March 30, 2020 Direct Marketing Internet Sales $ 573,000 Total Direct Marketing $ 573,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. SUBSEQUENT EVENTS On February 25, 2021, the Company entered into a binding letter of intent with Sharing Service Global Corporation (“SHRG), where the Company is to loan $30 million to SHRG in the form of a Convertible Promissory Note (the “SHRG Note”). This note is due on demand no later than 3 years from the date of issuance and accrues interest annual at 8% and contains a 10% origination fee. Both the first year’s interest and the origination fee are payable at closing in the form of SHRG shares at a conversion rate of $0.20 per share. All or a part of the outstanding SHRG Note balance can be converted at the sole discretion of DSS at a conversion rate of $0.20 per share. This Note also contains detachable warrants, exercisable at DSS’s option, of 150,000,000 shares of SHRG’s Class A common stock with an exercise price of $0.22. The SHRG Note was executed and funded in April 2021. On April 7, 2021, and affective March 31, 2021, the Company finalized an agreement to terminate its lease of its Plastics facility on Park Lane in Brisbane, California. Under the terms of the termination, the Company remitted $5,000 to the landlord and surrendered possession of the premises. In conjunction with this termination, the Company wrote of the remaining operating lease asset and liability associated with this facility. See Note 11 for further details on the discontinuation of this operation. On April 5, 2021, Premier Packaging entered into an agreement to lease an approximate 101,250 square foot facility located at 275 Wiregrass Parkway, Henrietta, New York with at target commencement date of December 1, 2021. This lease expires twelve years and 3 months later. Base rents escalate from $61,000 in year one to $76,000 in year twelve. The lease contains two, five year renewal options as well as an option to purchase after year four. On April 14, 2021, Premier Packaging entered into an agreement to sell its manufacturing facility at 6 Framark Dr, Victor, NY, for the purchase price of $2.1 million with an anticipated closing date of January 31, 2022. On April 26, 2021, the Company’s wholly owned subsidiary Impact BioMedical, Inc., entered into term sheet with Puradigm LLC, a Nevada limited liability corporation, to advance $5 million in the form of a convertible promissory note (“Puradigm Note”). The Puradigm Note has a two year term with interest at 6.65% payable quarterly. All, or part of the Puradigm Note principal balance can be converted at the sole discretion of Impact BioMedical for up to 18% membership of Puradigm LLC. On May 7, 2021, Document Security Systems, Inc. (the “Company”) completed the sale of 100% of the capital stock of DSS Digital Inc., the Company’s wholly-owned subsidiary (“DSS Digital”), to Proof Authentication Corporation (the “Buyer”) pursuant to a stock purchase agreement (the “Purchase Agreement”). Pursuant to the terms of the Purchase Agreement, the Buyer purchased DSS Digital for a purchase price of $5,000,000, consisting of $3 million in cash; $1.5 million in potential earn-out if certain performance targets are met during an earn-out period commencing on the one-year anniversary of the closing and ending the day before the six-year of the closing; and $0.5 million in trade credit or license fee rebates. Included in the Consolidated Balance Sheet as of March 31, 2021 is approximately $790,000 of assets and $48,000 of liabilities for DSS Digital. Also, included in the Consolidated Statement of Operations for the three months ended March 31, 2021 for DSS Digital is net income of approximately $162,000. On May 12, 2021, Premier Packaging entered into an agreement with Heidelberg USA, Inc. to purchase a new Heidelberg seven color offset press to support its expanding printing and packaging business. The net purchase price of the press approximates $3.2 million and has an anticipated delivery date of December 2021. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation - |
Use of Estimates | Use of Estimates - |
Reclassifications | Reclassifications |
Investments | Investments For equity method investments, the Company regularly reviews its investments to determine whether there is a decline in fair value below book value. If there is a decline that is other-than-temporary, the investment is written down to fair value. See Note 6 for further discussion on investments. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments - ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets. ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying amounts reported in the balance sheet of cash and cash equivalents, accounts receivable, prepaids, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. Marketable securities classify as a Level 1 fair value financial instrument. The fair value of notes receivable approximates their carrying value as the stated or discounted rates of the notes do not reflect recent market conditions. The fair value of revolving credit lines notes payable and long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions. The fair value of investments where the fair value is not considered readily determinable, are carried at cost. |
Impairment of Long-Lived Assets and Goodwill | Impairment of Long-Lived Assets and Goodwill |
Related Party Liabilities | Related Party Liabilities |
Business Combinations | Business Combinations - |
Discontinued Operations | Discontinued Operations |
Earnings Per Common Share | Earnings Per Common Share |
Concentration of Credit Risk | Concentration of Credit Risk - During 2021, two customers accounted for 40% of our consolidated revenue. As of March 31, 2021, these two customers accounted for 65% of our consolidated trade accounts receivable balance. As of March 31, 2020, these two customers accounted for 39% of our consolidated revenue and 59% of our consolidated trade accounts receivable balance. |
Income Taxes | Income Taxes |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
Impact of COVID-19 Outbreak | Impact of COVID-19 Outbreak |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Schedule of Cash and Marketable Securities by Significant Investment Category | The following tables show the Company’s cash and cash equivalents and marketable securities by significant investment category as of March 31, 2021 and December 31, 2020: 2021 Adjusted Cost Unrealized Gain/(Loss) Fair Value Cash and Cash Equivalents Current Marketable Securities Investments Cash and cash equivalents $ 20,140,000 $ - $ 20,140,000 $ 20,140,000 $ - $ - Level 1 - Money Market Funds 31,921,000 - 31,921,000 31,921,000 - - Marketable Securities 7,769,000 2,316,000 10,085,000 - 10,085,000 - Level 2 Warrants 700,000 471,000 1,171,000 - - 1,171,000 Total $ 60,530,000 $ 2,787,000 $ 63,317,000 $ 52,061,000 $ 10,085,000 $ 1,171,000 2020 Adjusted Cost Unrealized Gain/(Loss) Fair Value Cash and Cash Equivalents Current Marketable Securities Investment Cash and cash equivalents $ 1,733,000 $ - $ 1,733,000 $ 1,733,000 $ - $ - Level 1 Money Market Funds 3,493,000 - 3,493,000 3,493,000 - - Marketable Securities 5,641,000 3,495,000 9,136,000 - 9,136,000 - Level 2 Warrants 700,000 356,000 1,056,000 - - 1,056,000 Total $ 11,567,000 $ 3,851,000 $ 15,418,000 $ 5,226,000 $ 9,136,000 $ 1,056,000 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Sharing Services Global Corp [Member] | |
Schedule of Operating Result | The following table represents SHRG operating results for the nine-months ended January 31, 2021: Net sales $ 55,642,560 Gross profit $ 39,948,960 Operating loss $ (93,872 ) Loss before income taxes $ (290,965 ) Income tax provision $ 391,749 Net loss $ (682,714 ) |
Lease Liability (Tables)
Lease Liability (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments as of March 31, 2021 are as follows: Maturity of Lease Liability Totals 2021 132,000 2022 18,000 2023 4,000 2024 4,000 2025 4,000 2026 2,000 Total lease payments 164,000 Less: Imputed Interest (8,000 ) Present value of remaining lease payments $ 156,000 Current $ 138,000 Noncurrent $ 18,000 Weighted-average remaining lease term (years) 0.9 Weighted-average discount rate 4.04 % |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following table summarizes supplemental cash flows for the three months ended March 31, 2021 and 2020: 2021 2020 Cash paid for interest $ 20,000 $ 31,000 Non-cash investing and financing activities: Termination of right of use lease asset $ (744,000 ) $ — Termination of right of use lease liability $ 744,000 $ — Satisfaction of accrued expenses with issuance of common stock $ — $ 114,000 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Operations by Reportable Segment | Approximate information concerning the Company’s operations by reportable segment for the three months ended March 31, 2021 and 2020 is as follows. The Company relies on intersegment cooperation and management does not represent that these segments, if operated independently, would report the results contained herein: Three Months Ended March 31, 2021 Packaging and Printing Digital Direct Marketing Biohealth Group Corporate Total Revenue $ 3,846,000 $ 489,000 $ 608,000 $ - $ - $ 4,943,000 Depreciation and amortization 116,000 10,000 44,000 278,000 70,000 518,000 Interest expense 19,000 - - - 1,000 20,000 Stock based compensation 1,000 8,000 - - 6,000 15,000 Net income (loss) from continuing operations 218,000 54,000 (1,799,000 ) (698,000 ) (1,673,000 ) (3,898,000 ) Capital expenditures 66,000 - 6,000 - - 72,000 Identifiable assets 22,567,000 980,000 18,892,000 51,158,000 49,206,000 142,803,000 Three Months Ended March 31,2020 Packaging and Printing Digital Direct Marketing Biohealth Group Corporate Total Revenue $ 3,158,000 $ 490,000 $ 573,000 $ - $ - $ 4,221,000 Depreciation and amortization 223,000 9,000 - - 71,000 303,000 Interest expense 27,000 4,000 - - - 31,000 Stock based compensation 4,000 20,000 - - 66,000 90,000 Net income (loss) from continuing operations 22,000 (46,000 ) 204,000 - (1,101,000 ) (921,000 ) Capital expenditures 63,000 4,000 - - 1,000 68,000 Identifiable assets 10,626,000 757,000 865,000 - 7,093,000 19,341,000 |
Schedule of Disaggregation of Revenue | The following tables disaggregate our business segment revenues by major source: Printed Products Revenue Information: Three months ended March 31, 2021 Packaging Printing and Fabrication $ 3,688,000 Commercial and Security Printing 158,000 Total Printed Products $ 3,846,000 Three months ended March 30, 2020 Packaging Printing and Fabrication $ 2,966,000 Commercial and Security Printing 203,000 Total Printed Products $ 3,169,000 Technology Sales, Services and Licensing Revenue Information: Three months ended March 31, 2021 Information Technology Sales and Services $ 38,000 Digital Authentication Products and Services 367,000 Royalties from Licensees 84,000 Total Technology Sales, Services and Licensing $ 489,000 Three months ended March 30, 2020 Information Technology Sales and Services $ 11,000 Digital Authentication Products and Services 331,000 Royalties from Licensees 137,000 Total Technology Sales, Services and Licensing $ 479,000 Direct Marketing Three months ended March 31, 2021 Direct Marketing Internet Sales $ 608,000 Total Direct Marketing $ 608,000 Three months ended March 30, 2020 Direct Marketing Internet Sales $ 573,000 Total Direct Marketing $ 573,000 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | Aug. 21, 2020 | Aug. 21, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Aug. 18, 2020 |
Significant Accounting Policies [Line Items] | ||||||
Common stock, par value | $ 0.02 | $ .02 | ||||
Number of newly issued shares | ||||||
Impairment of goodwill | $ 685,000 | |||||
Customer One [Member] | Sales Revenue, Goods, Net [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Concentration of credit risk, percentage | 40.00% | 39.00% | ||||
Customer One [Member] | Accounts Receivable [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Concentration of credit risk, percentage | 65.00% | 59.00% | ||||
Customer Two [Member] | Sales Revenue, Goods, Net [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Concentration of credit risk, percentage | 40.00% | 39.00% | ||||
Customer Two [Member] | Accounts Receivable [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Concentration of credit risk, percentage | 65.00% | 59.00% | ||||
HWH Korea [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Shares issued under the term of share exchange | 127,179,000 | |||||
Due from related party | $ 246,000 | $ 1,100,000 | ||||
Periodic fee remittance percentage | 2.50% | |||||
Remitted amount, net of fees and other expenses | $ 912,000 | |||||
HWH Korea [Member] | Other Current Liabilities [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Due from related party | $ 246,000 | |||||
Impact BioMedical, Inc. [Member] | Series A Convertible Preferred Stock [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Equity ownership percentage | 19.99% | |||||
Impact BioMedical, Inc. [Member] | Share Exchange Agreement [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Equity ownership percentage | 100.00% | 100.00% | ||||
Shares issued under the term of share exchange | 483,334 | |||||
Common stock, par value | $ 0.02 | $ 0.02 | ||||
Shares issued price per share | 6.48 | $ 6.48 | ||||
Number of newly issued shares | 483,334 | |||||
Impact BioMedical, Inc. [Member] | Share Exchange Agreement [Member] | Series A Convertible Preferred Stock [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Shares issued price per share | $ 1,000 | $ 1,000 | ||||
Number of newly issued shares | 46,868 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Reserve for doubtful accounts | $ 42,000 | $ 25,000 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | Nov. 11, 2019 | Oct. 10, 2019 | Oct. 09, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Feb. 08, 2021 | Dec. 30, 2020 | Apr. 08, 2020 |
Outstanding principal and interest | $ 537,000 | $ 537,000 | ||||||
Property plant and equipment | 4,079,000 | 4,146,000 | ||||||
Other intangible assets | 23,077,000 | 23,456,000 | ||||||
Secured Convertible Notes [Member] | ||||||||
Convertible debt | $ 200,000 | |||||||
Debt instrument interest rate percentage | 6.00% | |||||||
Debt maturity date | Nov. 11, 2019 | |||||||
Newly issued common stock shares percentage | 75.00% | |||||||
Notes Receivable [Member] | ||||||||
Property plant and equipment | 201,000 | |||||||
Other intangible assets | $ 637,000 | |||||||
Century TBD Holdings, LLC [Member] | ||||||||
Convertible debt | $ 500,000 | |||||||
Debt conversion percentage | 19.80% | |||||||
Debt instrument interest rate percentage | 6.00% | |||||||
Debt maturity date | Oct. 9, 2021 | |||||||
West Park Capital, Inc [Member] | Note and Stock Exchange Agreement [Member] | ||||||||
Equity ownership percentage | 7.50% | |||||||
GSX Group Limited [Member] | Convertible Promissory Note [Member] | ||||||||
Convertible debt | $ 800,000 | |||||||
Debt instrument interest rate percentage | 4.00% | |||||||
Debt conversion price | $ 1.05 | |||||||
RBC Life Sciences, Inc [Member] | Second Note [Member] | ||||||||
Convertible debt | $ 800,000 | |||||||
Debt instrument interest rate percentage | 10.00% | |||||||
Debt maturity date | Nov. 11, 2024 | |||||||
Equity ownership percentage | 100.00% | |||||||
Newly issued common stock shares percentage | 100.00% | |||||||
Advances amount | $ 518,000 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Cash and Marketable Securities by Significant Investment Category (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Adjusted Cost | $ 60,530,000 | $ 11,567,000 |
Unrealized Gain/(Loss) | 2,787,000 | 3,851,000 |
Fair Value | 63,317,000 | 15,418,000 |
Cash and Cash Equivalents | 52,061,000 | 5,226,000 |
Current Marketable Securities | 10,085,000 | 9,136,000 |
Investments | 1,171,000 | 1,056,000 |
Level 2 [Member] | Warrant [Member] | ||
Adjusted Cost | 700,000 | 700,000 |
Unrealized Gain/(Loss) | 471,000 | 356,000 |
Fair Value | 1,171,000 | 1,056,000 |
Cash and Cash Equivalents | ||
Current Marketable Securities | ||
Investments | 1,171,000 | 1,056,000 |
Cash and Cash Equivalents [Member] | ||
Adjusted Cost | 20,140,000 | 1,733,000 |
Unrealized Gain/(Loss) | ||
Fair Value | 20,140,000 | 1,733,000 |
Cash and Cash Equivalents | 20,140,000 | 1,733,000 |
Current Marketable Securities | ||
Investments | ||
Money Market Funds [Member] | Level 1 [Member] | ||
Adjusted Cost | 31,921,000 | 3,493,000 |
Unrealized Gain/(Loss) | ||
Fair Value | 31,921,000 | 3,493,000 |
Cash and Cash Equivalents | 31,921,000 | 3,493,000 |
Current Marketable Securities | ||
Investments | ||
Marketable Securities [Member] | Level 1 [Member] | ||
Adjusted Cost | 7,769,000 | 5,641,000 |
Unrealized Gain/(Loss) | 2,316,000 | 3,495,000 |
Fair Value | 10,085,000 | 9,136,000 |
Cash and Cash Equivalents | ||
Current Marketable Securities | $ 10,085,000 | 9,136,000 |
Investments |
Business Combination (Details N
Business Combination (Details Narrative) - USD ($) | Aug. 21, 2020 | Aug. 21, 2020 | Mar. 03, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Aug. 18, 2020 |
Non-controlling interest | $ 3,399,000 | $ 3,430,000 | |||||
Common stock, par value | $ 0.02 | $ .02 | |||||
Issuance of common stock, net, shares | |||||||
Issuance of common stock, net | $ 61,068,000 | $ 4,054,000 | |||||
Impact BioMedical, Inc. [Member] | |||||||
Incurred cost | 420,000 | ||||||
Cost attributable to non-controlling interest | $ 9,000 | ||||||
Impact BioMedical, Inc. [Member] | Series A Convertible Preferred Stock [Member] | |||||||
Equity ownership percentage | 19.99% | ||||||
Maximum [Member] | Impact BioMedical, Inc. [Member] | |||||||
Equity ownership percentage | 100.00% | 100.00% | |||||
Minimum [Member] | Impact BioMedical, Inc. [Member] | |||||||
Equity ownership percentage | 63.60% | 63.60% | |||||
IPO [Member] | |||||||
Initial public offering percentage | 50.00% | ||||||
IPO [Member] | Maximum [Member] | |||||||
Shares issued price per share | $ 10 | ||||||
American Medical Reit Inc. [Member] | |||||||
Debt principal amount | $ 844,000 | ||||||
AMRE Asset Management Inc. [Member] | |||||||
Equity ownership percentage | 52.50% | ||||||
Incurred cost | $ 58,000 | ||||||
Non-controlling interest | $ 22,000 | ||||||
Term Sheet [Member] | American Medical Reit Inc. [Member] | |||||||
Debt principal amount | $ 800,000 | ||||||
Debt instrument interest rate percentage | 8.00% | 8.00% | |||||
Debt maturity date | Mar. 3, 2022 | ||||||
Number of warrant to purchase shares of common stock | 160,000 | ||||||
Warrant exercise price per share | $ 5 | ||||||
Warrant expiration date | Mar. 3, 2024 | ||||||
Unsecured promissory note | $ 200,000 | ||||||
Term Sheet [Member] | AMRE Asset Management Inc. [Member] | |||||||
Equity ownership percentage | 52.50% | ||||||
Term Sheet [Member] | American Medical Reit Inc. [Member] | |||||||
Equity ownership percentage | 93.00% | ||||||
Share Exchange Agreement [Member] | Impact BioMedical, Inc. [Member] | |||||||
Equity ownership percentage | 100.00% | 100.00% | |||||
Shares issued price per share | $ 6.48 | $ 6.48 | |||||
Shares issued during acquisition | 483,334 | ||||||
Common stock, par value | $ 0.02 | $ 0.02 | |||||
Issuance of common stock, net, shares | 483,334 | ||||||
Share Exchange Agreement [Member] | Impact BioMedical, Inc. [Member] | Series A Convertible Preferred Stock [Member] | |||||||
Shares issued price per share | $ 1,000 | $ 1,000 | |||||
Issuance of common stock, net, shares | 46,868 | ||||||
Issuance of common stock, net | $ 46,868,000 | ||||||
Consideration value | 50,000,000 | ||||||
Back-Solve [Member] | Impact BioMedical, Inc. [Member] | Series A Convertible Preferred Stock [Member] | |||||||
Issuance of common stock, net | 35,187,000 | ||||||
Consideration value | 38,319,000 | ||||||
General and administrative expenses | $ 295,000 |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | Mar. 18, 2021 | Mar. 15, 2021 | Dec. 19, 2020 | Sep. 10, 2020 | Aug. 28, 2020 | Jul. 22, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jul. 31, 2020 |
Unrealized gain loss on investments | $ 2,787,000 | $ 3,851,000 | ||||||||
Issuance of common stock, net, shares | ||||||||||
Number of common stock issued, value | $ 61,068,000 | $ 4,054,000 | ||||||||
Investments | 1,171,000 | 1,056,000 | ||||||||
Chan Heng Fai Ambrose Member] | Class A Common Stock Member] | ||||||||||
Issuance of common stock, net, shares | 30,000,000 | |||||||||
Purchase of warrants | 10,000,000 | |||||||||
Warrant exercise price per share | $ 0.20 | |||||||||
Warrants outstanding | $ 3,000,000 | |||||||||
Sharing Services Global Corp [Member] | ||||||||||
Acquistion ownership percentage | 20.00% | |||||||||
Unrealized gain loss on investments | 116,000 | |||||||||
Warrants outstanding | 1,171,000 | $ 1,056,000 | ||||||||
Acquistion of intangible assets and goodwill | 9,200,000 | |||||||||
Investments | $ 16,052,000 | |||||||||
Sharing Services Global Corp [Member] | Class A Common Stock Member] | ||||||||||
Number of shares owned | 64,207,378 | |||||||||
Acquistion ownership percentage | 40.20% | |||||||||
Unrealized gain loss on investments | $ 579,000 | |||||||||
Proceeds from issuance of warrants | $ 700,000 | |||||||||
BMI Capital International LLC [Member] | ||||||||||
Acquistion ownership percentage | 20.00% | |||||||||
Singapore eDevelopment Limited [Member] | ||||||||||
Number of shares owned | 127,179,311 | |||||||||
Acquistion ownership percentage | 7.00% | |||||||||
Marketable securities | $ 5,863,000 | |||||||||
Unrealized gain loss on investments | $ 967,000 | |||||||||
Alset International Limited [Member] | ||||||||||
Number of shares owned | 127,179,311 | |||||||||
Acquistion ownership percentage | 7.00% | |||||||||
Marketable securities | $ 6,830,000 | |||||||||
DSS Securities, Inc. [Member] | ||||||||||
Acquistion ownership percentage | 14.90% | |||||||||
Number of common stock issued, value | $ 100,000 | |||||||||
Outstanding membership interest | 10.00% | |||||||||
Acquistion description | The Company's wholly owned subsidiary, DSS Securities, Inc. entered into a corporate venture to form and operate a real estate title agency, under the name and flagging of Alset Title Company, Inc, a Texas corporation ("ATC"). DSS Securities, Inc. shall own 70% of this venture with the other two shareholders being attorneys necessary to the state application and permitting process. ATC have initiated or have pending applications to do business in a number of states, including Texas, Tennessee, Connecticut, Florida, and Illinois. For the purpose of organization and the state application process, the Company's CEO, who is a licensed attorney, has a stated non-compensated 15% ownership interest in the venture. | |||||||||
BioMed Technologies Asia Pacific Holdings Limited [Member] | ||||||||||
Issuance of common stock, net, shares | 525 | |||||||||
Number of common stock issued, value | $ 630,000 | |||||||||
Vivacitas Oncology, Inc [Member] | ||||||||||
Shares purchased during period | 500,000 | |||||||||
Shares issued price per share | $ 1 | |||||||||
Shares purchased during period, value | $ 500,000 | |||||||||
Options to purchase additional shares | 1,500,000 | |||||||||
Impact Oncology PTE Ltd [Member] | ||||||||||
Number of shares owned | 2,480,000 | |||||||||
Acquistion ownership percentage | 15.70% | |||||||||
Shares purchased during period, value | $ 2,480,000 | |||||||||
Options to purchase additional shares | 250,000 |
Investments - Schedule of Opera
Investments - Schedule of Operating Result (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Jul. 31, 2020 | Mar. 31, 2020 | |
Net sales | $ 4,943,000 | $ 4,221,000 | |
Operating loss | (3,229,000) | (917,000) | |
Loss before income taxes | (4,736,000) | (920,000) | |
Income taxes | 838,000 | ||
Net loss | $ (4,012,000) | $ (1,966,000) | |
Sharing Services Global Corp. [Member] | |||
Net sales | $ 55,642,560 | ||
Gross profit | 39,948,960 | ||
Operating loss | (93,872) | ||
Loss before income taxes | (290,965) | ||
Income taxes | 391,749 | ||
Net loss | $ (682,714) |
Short-Term and Long-Term Debt (
Short-Term and Long-Term Debt (Details Narrative) - USD ($) | Mar. 16, 2021 | Oct. 31, 2020 | Aug. 04, 2020 | Jul. 31, 2020 | Mar. 02, 2020 | Jun. 27, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Jul. 26, 2017 |
Debt Instrument [Line Items] | |||||||||||
Monthly payments | $ 537,000 | $ 537,000 | |||||||||
Gain on extinguishment of debt | 116,000 | ||||||||||
Equipment Line of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Equipment borrowings | 900,000 | $ 900,000 | 900,000 | ||||||||
Debt instrument, carrying amount | 0 | 0 | 0 | ||||||||
Non Revolving Line of Credit Agreement [Member] | Citizens [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit, maximum borrowing amount | 741,000 | 771,000 | 771,000 | ||||||||
Monthly payments | 13,000 | ||||||||||
Loan Agreement and Line of Credit Agreement [Member] | Citizens Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit, maximum borrowing amount | $ 900,000 | ||||||||||
Interest rate additional rate above LIBOR | 2.00% | ||||||||||
Paycheck Protection Program [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate | 1.00% | ||||||||||
Debt instrument, face amount | $ 110,000 | ||||||||||
Debt forgiveness rate | 100.00% | ||||||||||
Debt instrument maturity term | 60 months | ||||||||||
Debt description | The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act ("CARES Act"), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. These funds were used for payroll, benefits, rent, mortgage interest, and utilities. | ||||||||||
LIBOR [Member] | Loan Agreement and Line of Credit Agreement [Member] | Citizens Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate additional rate above LIBOR | 2.00% | ||||||||||
Citizens Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit, maximum borrowing amount | $ 800,000 | ||||||||||
Interest rate additional rate above LIBOR | 2.10% | ||||||||||
Debt instrument, maturity date | May 31, 2021 | ||||||||||
Credit facility, amount outstanding | $ 0 | 0 | 0 | ||||||||
Citizens Bank [Member] | Two Promissory Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 1,090,000 | 1,100,000 | $ 1,100,000 | ||||||||
Citizens Bank [Member] | LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate additional rate above LIBOR | 2.00% | ||||||||||
Premier Packaging Corporation [Member] | Citizens Bank [Member] | Two Promissory Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, maturity date | Jun. 27, 2029 | ||||||||||
Debt interest rate | 4.22% | ||||||||||
Monthly payments | $ 7,000 | ||||||||||
Debt instrument, face amount | 1,200,000 | ||||||||||
Debt instrument, final balloon payment | $ 708,000 | ||||||||||
Premier Packaging Corporation [Member] | Non Revolving Line of Credit Agreement [Member] | Citizens [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit, maximum borrowing amount | $ 1,200,000 | ||||||||||
Debt interest rate | 2.00% | ||||||||||
American Medical Reit Inc. [Member] | Unsecured Promissory Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt interest rate | 8.00% | ||||||||||
Debt instrument, face amount | $ 200,000 | ||||||||||
Unsecured promissory note | $ 218,000 | ||||||||||
Warrant exercise price | $ 5 | ||||||||||
LiquidValue Development Pte Ltd [Member] | Unsecured Promissory Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, maturity date | Mar. 2, 2022 | ||||||||||
Warrant exercisable term | 4 years | ||||||||||
Premier Packaging, DSS Digital, and AAMI [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 1,078,000 | ||||||||||
Debt forgiveness rate | 100.00% | ||||||||||
Gain on extinguishment of debt | $ 969,000 |
Lease Liability (Details Narrat
Lease Liability (Details Narrative) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Lease description | The remaining lease terms on our operating leases range from less than one to two years. |
Lease Liability - Schedule of F
Lease Liability - Schedule of Future Minimum Lease Payments (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 | $ 132,000 | |
2022 | 18,000 | |
2023 | 4,000 | |
2024 | 4,000 | |
2025 | 4,000 | |
2026 | 2,000 | |
Total lease payments | 164,000 | |
Less: imputed interest | (8,000) | |
Total lease liability | 156,000 | |
Current | 138,000 | $ 167,000 |
Non-current | $ 18,000 | $ 15,000 |
Weighted-average remaining lease term (years) | 10 months 25 days | |
Weighted-average discount rate | 4.04% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Mar. 26, 2021 | Feb. 15, 2021 | Apr. 30, 2019 |
Maiden Biosciences Inc [Member] | |||
Loss contingency, allegations | This lawsuit relates to two promissory notes executed by RBC in the 4th quarter of 2019 in favor of Decentralized and HWH, totaling approximately $800,000. Maiden, a 2020 default judgment creditor of RBC, in the principal amount of $4,329,000, now complains about those notes, the funding of those notes, the subsequent default of those notes by RBC, and HWH and Decentralize's subsequent Article 9 foreclosure or deed-in-lieu debt conveyances. In the instant lawsuit, Maiden asserts claims against Defendants for unjust enrichment, fraudulent transfer under the Texas Uniform Fraudulent Transfer Act, and violation of the Racketeer Influenced and Corrupt Organizations Act. Maiden also seeks a judgment from the court declaring: "(1) Defendants lacked a valid security interest in RBC and RBC Subsidiaries' assets and therefore lacked the authority to sell the assets during the public foreclosure sale; (2) Defendant Heuszel's low bid at the public foreclosure sale was invalid and void; (3) the public foreclosure sale was conducted in a commercially unreasonable manner; and (4) Defendants do not have the legal authority to transfer RBC and RBC's Subsidiaries assets to Heuszel and HWH." Maiden seeks to recover from Defendants: (1) treble damages or, alternatively, damages in the amount of their underlying judgment plus the other creditors' claims or the value of the assets transferred, whichever is less, plus punitive or exemplary damages; (2) pre and post-judgment interest; and (3) attorneys' fees and cost. | ||
Mr. Ronaldi [Member] | |||
Legal fees | $ 160,896 | ||
Jeffrey Ronaldi [Member] | 2017 Employment Agreement [Member] | |||
Loss contingency, allegations | In April 2019 DSS commenced an action in New York State Supreme Court, Monroe County, Index No. E2019003542, against Jeffrey Ronaldi, our former Chief Executive Officer. This New York action seeks a declaratory judgment that, contrary to informal claims made by him, Mr. Ronaldi's employment agreement with us expired by its terms and that he is not entitled to any cash bonuses or other unpaid amounts. The lawsuit also seeks an injunction against Mr. Ronaldi from interfering with any of DSS' IP litigation. Mr. Ronaldi subsequently commenced an action against DSS in the Superior Court of California, County of San Diego, on November 8, 2019, under case number 37-2019-00059664-CU-CO-CTL, in which he alleged that DSS terminated his employment in April 2019 in order to avoid paying him certain employment-related amounts. DSS was successful in dismissing the California case and consolidating it with the action pending in Monroe County, New York. Mr. Ronaldi asserted counterclaims in the Monroe County, New York action similar to those he originally brought in California. Mr. Ronaldi claims that his termination violated an alleged employment agreement or implied-in-fact employment agreement and that he should have remained employed through 2019. Mr. Ronaldi seeks to recover: (i) $144,657.53 in wages from April 11, 2019 through December 31, 2019; (ii) $769.23 in alleged unpaid based salary for time worked before April 11, 2019; (iii) $15,384.62 in alleged paid time off compensation; (iv) $3,076.93 in alleged unpaid sick time compensation; (v) $26,076.93 in waiting-time penalties; (vi) -$91,000 in unspecified expense reimbursement; (vii) $300,000 in alleged cash bonuses ($100,000 per year) based on DSS's performance in 2017, 2018 and 2019; and (viii) a $450,000 performance bonus based on the result of certain alleged net proceeds from patent infringement litigation. He further claims an interest in any recovery in DSS Technology Management v. Apple, Inc., Case No. 4:14-cf05330-HSG. The parties are now engaged in discovery. |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Feb. 04, 2021 | Jan. 19, 2021 | Oct. 16, 2020 | Sep. 23, 2020 | Aug. 21, 2020 | Aug. 21, 2020 | Aug. 18, 2020 | Jul. 28, 2020 | Jul. 07, 2020 | Jun. 04, 2020 | May 15, 2020 | Apr. 03, 2020 | Feb. 20, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Number of common stock shares issues | ||||||||||||||||
Common stock, par value | $ 0.02 | $ .02 | ||||||||||||||
Preferred stock shares desginated | 47,000 | 47,000 | ||||||||||||||
Preferred stock liquidation per share | $ 1,000 | $ 1,000 | ||||||||||||||
Preferred stock liquidation value | $ 43,000,000 | $ 43,000,000 | ||||||||||||||
Stock compensation expense | $ 15,000 | $ 90,000 | ||||||||||||||
Basic and diluted earnings per share | $ 0.01 | |||||||||||||||
Number of common stock shares issues, value | $ 61,068,000 | $ 4,054,000 | ||||||||||||||
Minimum [Member] | ||||||||||||||||
Basic and diluted earnings per share | $ 0.06 | |||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred stock liquidation value | $ 1,000 | |||||||||||||||
Impact BioMedical, Inc. [Member] | ||||||||||||||||
Number of authorized shares of preferred stock | 47,000 | |||||||||||||||
Preferred stock par value | $ 0.02 | |||||||||||||||
Impact BioMedical, Inc. [Member] | Maximum [Member] | ||||||||||||||||
Equity ownership percentage | 100.00% | 100.00% | ||||||||||||||
Impact BioMedical, Inc. [Member] | Minimum [Member] | ||||||||||||||||
Equity ownership percentage | 63.60% | 63.60% | ||||||||||||||
Impact BioMedical, Inc. [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||
Preferred stock shares desginated | 47,000 | |||||||||||||||
Preferred stock liquidation per share | $ 1,000 | |||||||||||||||
Preferred stock liquidation value | $ 46,868,000 | |||||||||||||||
Equity ownership percentage | 19.99% | |||||||||||||||
Conversion price | $ 6.48 | |||||||||||||||
Conversion shares | 154.32 | |||||||||||||||
Global Biomedical Pte Ltd [Member] | ||||||||||||||||
Conversion shares | 4,293 | |||||||||||||||
Global Biomedical Pte Ltd [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||
Conversion shares | 662,500 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Number of common stock shares issues | 21,834,000 | 863,000 | ||||||||||||||
Number of common stock shares issues, value | $ 436,000 | $ 18,000 | ||||||||||||||
Common Stock [Member] | Impact BioMedical, Inc. [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||
Conversion shares | 7,232,670 | |||||||||||||||
Board of Directors Member] | Common Stock [Member] | ||||||||||||||||
Shares vested | 8,900 | |||||||||||||||
Share price | $ 6.60 | |||||||||||||||
Shares restricted stock issued | 5,800 | |||||||||||||||
Investor [Member] | ||||||||||||||||
Number of common stock shares issues | 21,000 | |||||||||||||||
Number of common stock shares issues, value | $ 210,000 | |||||||||||||||
Chief Executive Officer and the Chairman of the Board [Member] | Common Stock [Member] | ||||||||||||||||
Shares vested | 20,000 | |||||||||||||||
Share price | $ 4.48 | |||||||||||||||
Underwriting Agreement [Member] | Underwriter Member] | ||||||||||||||||
Proceeds from net offering | $ 3,300,000 | $ 6,700,000 | $ 6,200,000 | $ 4,000,000 | ||||||||||||
Underwriting Agreement [Member] | Underwriter Member] | Common Stock [Member] | ||||||||||||||||
Number of common stock shares issues | 453,333 | 1,028,800 | 769,230 | 740,741 | ||||||||||||
Common stock, par value | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | ||||||||||||
Share issued price per shares | $ 7.50 | $ 6.25 | $ 7.80 | 5.40 | ||||||||||||
Pre-reverse stock split per share | $ 0.18 | |||||||||||||||
Underwriting Agreement [Member] | Underwriter Member] | Additional Shares [Member] | ||||||||||||||||
Number of common stock shares issues | 38,533 | 154,320 | 115,384 | 111,111 | ||||||||||||
Underwriting Agreement [Member] | Mr. Heng Fai Ambrose Chan [Member] | ||||||||||||||||
Proceeds from net offering | $ 2,000,000 | |||||||||||||||
Share Exchange Agreement [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||
Number of common stock shares issues | 46,868 | |||||||||||||||
Share Exchange Agreement [Member] | Impact BioMedical, Inc. [Member] | ||||||||||||||||
Number of common stock shares issues | 483,334 | |||||||||||||||
Common stock, par value | $ 0.02 | $ 0.02 | ||||||||||||||
Share issued price per shares | $ 6.48 | $ 6.48 | ||||||||||||||
Equity ownership percentage | 100.00% | 100.00% | ||||||||||||||
Share Exchange Agreement [Member] | Impact BioMedical, Inc. [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||
Number of common stock shares issues | 46,868 | |||||||||||||||
Share issued price per shares | $ 1,000 | $ 1,000 | ||||||||||||||
Number of common stock shares issues, value | $ 46,868,000 | |||||||||||||||
Jan. 2021 Underwriting Agreement [Member] | Maximum [Member] | ||||||||||||||||
Options to purchase additional shares | 1,847,901 | |||||||||||||||
Jan. 2021 Underwriting Agreement [Member] | Aegis Capital Corp [Member] | ||||||||||||||||
Number of common stock shares issues | 12,319,346 | 6,666,666 | ||||||||||||||
Common stock, par value | $ 0.02 | $ 0.02 | ||||||||||||||
Share issued price per shares | $ 2.80 | $ 3.60 | ||||||||||||||
Proceeds from net offering | $ 361,400,000 | $ 24,900,000 | ||||||||||||||
Jan. 2021 Underwriting Agreement [Member] | Aegis Capital Corp [Member] | Maximum [Member] | ||||||||||||||||
Options to purchase additional shares | 1,000,000 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Loss on sale of assets held for sale | $ 111,000 |
Plastic Printing Professionals, Inc [Member] | |
Loss from discontinued operations | (390,000) |
Included One-Time Cash Payment [Member] | |
Consideration paid to sale of assets | 683,000 |
Based on Future Quarterly Gross Revenue [Member] | |
Additional earn-out payment | 517,000 |
Impact BioMedical, Inc. [Member] | |
Assets impairment amount | $ 685,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 18.80% | |
Net operating loss carryforwards | $ 56,700,000 | |
Deferred tax asset, valuation allowance | 5,900,000 | |
Unrecognized tax benefits |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | $ 185,000 | $ 31,000 |
Termination of right of use lease asset | (744,000) | |
Termination of right of use lease liability | 744,000 | |
Satisfaction of accrued expenses with issuance of common stock | $ 114,000 |
Segment Information (Details Na
Segment Information (Details Narrative) | 3 Months Ended |
Mar. 31, 2021Integer | |
Segment Reporting [Abstract] | |
Number of operating segment | 4 |
Segment Information - Schedule
Segment Information - Schedule of Operations by Reportable Segment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 4,943,000 | $ 4,221,000 |
Depreciation and amortization | 518,000 | 303,000 |
Stock based compensation | 15,000 | 90,000 |
Net income (loss) from continuing operations | (3,898,000) | (920,000) |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 4,943,000 | 4,221,000 |
Depreciation and amortization | 518,000 | 303,000 |
Interest expense | 20,000 | 31,000 |
Stock based compensation | 15,000 | 90,000 |
Net income (loss) from continuing operations | (3,898,000) | (921,000) |
Capital expenditures | 72,000 | 68,000 |
Identifiable assets | 142,803,000 | 19,341,000 |
Operating Segments [Member] | Premier Packaging [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 3,846,000 | 3,158,000 |
Depreciation and amortization | 116,000 | 223,000 |
Interest expense | 19,000 | 27,000 |
Stock based compensation | 1,000 | 4,000 |
Net income (loss) from continuing operations | 218,000 | 22,000 |
Capital expenditures | 66,000 | 63,000 |
Identifiable assets | 22,567,000 | 10,626,000 |
Operating Segments [Member] | Digital Group [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 489,000 | 490,000 |
Depreciation and amortization | 10,000 | 9,000 |
Interest expense | 4,000 | |
Stock based compensation | 8,000 | 20,000 |
Net income (loss) from continuing operations | 54,000 | (46,000) |
Capital expenditures | 4,000 | |
Identifiable assets | 980,000 | 757,000 |
Operating Segments [Member] | IP Technology Management [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 608,000 | 573,000 |
Depreciation and amortization | 44,000 | |
Interest expense | ||
Stock based compensation | ||
Net income (loss) from continuing operations | (1,799,000) | 204,000 |
Capital expenditures | 6,000 | |
Identifiable assets | 18,892,000 | 865,000 |
Operating Segments [Member] | Direct Marketing/Online Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Depreciation and amortization | 278,000 | |
Interest expense | ||
Stock based compensation | ||
Net income (loss) from continuing operations | (698,000) | |
Capital expenditures | ||
Identifiable assets | 51,158,000 | |
Operating Segments [Member] | Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Depreciation and amortization | 70,000 | 71,000 |
Interest expense | 1,000 | |
Stock based compensation | 6,000 | 66,000 |
Net income (loss) from continuing operations | (1,673,000) | (1,101,000) |
Capital expenditures | 1,000 | |
Identifiable assets | $ 49,206,000 | $ 7,093,000 |
Segment Information - Schedul_2
Segment Information - Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Total Printed Products | $ 3,846,000 | $ 3,169,000 |
Total Technology Sales, Services and Licensing | 489,000 | 479,000 |
Direct Marketing | 608,000 | 573,000 |
Packaging Printing and Fabrication [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Printed Products | 3,688,000 | 2,966,000 |
Commercial and Security Printing [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Printed Products | 158,000 | 203,000 |
Information Technology Sales and Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Technology Sales, Services and Licensing | 38,000 | 11,000 |
Digital Authentication Products and Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Technology Sales, Services and Licensing | 367,000 | 331,000 |
Royalties from Licensees [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Technology Sales, Services and Licensing | 84,000 | 137,000 |
Direct Marketing Internet Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Direct Marketing | $ 608,000 | $ 573,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | May 12, 2021USD ($) | May 07, 2021USD ($) | Apr. 26, 2021USD ($) | Apr. 14, 2021USD ($) | Apr. 05, 2021USD ($)ft² | Feb. 25, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Apr. 07, 2021USD ($) | Dec. 31, 2020USD ($) |
Operating lease payment | $ 164,000 | |||||||||
Lease description | The remaining lease terms on our operating leases range from less than one to two years. | |||||||||
Assets | $ 142,803,000 | $ 91,919,000 | ||||||||
Net income | (4,012,000) | $ (1,966,000) | ||||||||
Purchase of property, plant and equipment | 72,000 | $ 68,000 | ||||||||
Purchase Agreement [Member] | ||||||||||
Line of credit | 500,000 | |||||||||
Assets | 790,000 | |||||||||
Liabilities | 48,000 | |||||||||
Net income | $ 162,000 | |||||||||
Purchase of property, plant and equipment | $ 3,200,000 | $ 2,100,000 | ||||||||
Subsequent Event [Member] | ||||||||||
Operating lease payment | $ 5,000 | |||||||||
Lease space | ft² | 101,250 | |||||||||
Lease description | On April 5, 2021, Premier Packaging entered into an agreement to lease an approximate 101,250 square foot facility located at 275 Wiregrass Parkway, Henrietta, New York with at target commencement date of December 1, 2021. This lease expires twelve years and 3 months later. | |||||||||
Equity ownership percentage | 100.00% | |||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | ||||||||||
Purchase price amount | $ 5,000,000 | |||||||||
Cash | 300,000 | |||||||||
Potential earn-out | $ 1,500,000 | |||||||||
Earn-out term | 6 years | |||||||||
Subsequent Event [Member] | Operating Lease Year One [Member] | ||||||||||
Rent expense | $ 61,000 | |||||||||
Subsequent Event [Member] | Operating Lease Year Twelve [Member] | ||||||||||
Rent expense | $ 76,000 | |||||||||
Convertible Promissory Note [Member] | Subsequent Event [Member] | ||||||||||
Debt instrument interest rate percentage | 6.65% | |||||||||
Sharing Service Global Corporation [Member] | Convertible Promissory Note [Member] | ||||||||||
Debt instrument, face amount | $ 30,000,000 | |||||||||
Debt instrument term | 3 years | |||||||||
Debt instrument interest rate percentage | 8.00% | |||||||||
Origination fee percentage | 10.00% | |||||||||
Conversion price | $ / shares | $ 0.20 | |||||||||
Warrants exercise price | $ / shares | $ 0.22 | |||||||||
Sharing Service Global Corporation [Member] | Convertible Promissory Note [Member] | Class A common stock [Member] | ||||||||||
Detachable warrants, exercisable at DSS's option | shares | 150,000,000 | |||||||||
Impact BioMedical, Inc. [Member] | Convertible Promissory Note [Member] | Subsequent Event [Member] | ||||||||||
Debt instrument term | 2 years | |||||||||
Proceeds from issuance of debt | $ 500,000 | |||||||||
Impact BioMedical, Inc. [Member] | Convertible Promissory Note [Member] | Subsequent Event [Member] | Maximum [Member] | ||||||||||
Membership interest | 18.00% |