Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 17, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | DIGITAL POWER CORP | |
Entity Central Index Key | 896,493 | |
Document Type | 10-Q | |
Trading Symbol | DPW | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | true | |
Amendment Description | False | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 15,817,393 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 314 | $ 996 |
Accounts receivable, net | 2,892 | 1,439 |
Inventories, net | 1,858 | 1,122 |
Prepaid expenses and other current assets | 603 | 285 |
TOTAL CURRENT ASSETS | 5,667 | 3,842 |
Intangible assets | 420 | |
Goodwill | 6,490 | |
Property and equipment, net | 603 | 570 |
Investments - related parties, net of original issue discount of $127 and $45, respectively, at September 30, 2017 and December 31, 2016 | 3,782 | 1,036 |
Other investments | 679 | |
Other investments, related parties | 354 | |
Other assets | 265 | 24 |
TOTAL ASSETS | 18,260 | 5,472 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 5,460 | 1,231 |
Accounts payable and accrued expenses, related party | 104 | |
Advances on future receipts, net of discount of $671 | 1,475 | |
Revolving credit facility | 310 | |
Notes payable | 1,609 | |
Notes payable, related parties | 274 | 250 |
Convertible notes payable, net | 465 | |
Other current liabilities | 144 | 398 |
TOTAL CURRENT LIABILITIES | 9,841 | 1,879 |
LONG TERM LIABILITIES | ||
Notes payable | 659 | |
Notes payable, related parties | 132 | |
Convertible notes payable, related party, net of discount of $364 and $496, respectively, at September 30, 2017 and December 31, 2016 | 166 | 34 |
TOTAL LIABILITIES | 10,798 | 1,913 |
STOCKHOLDERS' EQUITY | ||
Preferred Stock, no par value - 151,224 shares authorized; nil shares issued and outstanding at September 30, 2017 and December 31, 2016 | ||
Common Stock, no par value - 30,000,000 shares authorized; 14,150,154 and 7,677,637 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | ||
Additional paid-in capital | 24,667 | 16,537 |
Accumulated deficit | (17,212) | (12,158) |
Accumulated other comprehensive loss | (722) | (820) |
TOTAL DIGITAL POWER STOCKHOLDERS' EQUITY | 6,733 | 3,559 |
Non-controlling interest | 729 | |
TOTAL EQUITY | 7,462 | 3,559 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 18,260 | 5,472 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Redeemable Convertible Preferred Stock | ||
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Redeemable Convertible Preferred Stock | ||
Series C Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Redeemable Convertible Preferred Stock | ||
Series D Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Redeemable Convertible Preferred Stock | ||
Series E Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Redeemable Convertible Preferred Stock |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Investments - related parties, original issue discount | $ 127 | $ 45 |
Net of discount, advances on future receipts | 671 | |
Unamortized issuance discount | $ 364 | $ 496 |
Preferred stock, par value (in dollars per share) | ||
Preferred stock, authorized | 151,224 | 151,224 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | ||
Common stock, authorized | 30,000,000 | 30,000,000 |
Common stock, issued | 14,150,154 | 7,677,637 |
Common stock, outstanding | 14,150,154 | 7,677,637 |
Series A Preferred Stock [Member] | ||
Convertible redeemable preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Convertible redeemable preferred stock, authorized | 500,000 | 500,000 |
Convertible redeemable preferred stock, issued | 0 | 0 |
Convertible redeemable preferred stock, outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Convertible redeemable preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Convertible redeemable preferred stock, authorized | 500,000 | 500,000 |
Convertible redeemable preferred stock, issued | 100,000 | 0 |
Convertible redeemable preferred stock, outstanding | 100,000 | 0 |
Convertible redeemable preferred stock, stated value (in dollars per share) | $ 10 | $ 10 |
Convertible redeemable preferred stock, liquidation preference | $ 1,000 | |
Series C Preferred Stock [Member] | ||
Convertible redeemable preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Convertible redeemable preferred stock, authorized | 460,000 | 460,000 |
Convertible redeemable preferred stock, issued | 455,002 | 0 |
Convertible redeemable preferred stock, outstanding | 455,002 | 0 |
Convertible redeemable preferred stock, stated value (in dollars per share) | $ 2.40 | $ 2.40 |
Convertible redeemable preferred stock, liquidation preference | $ 1,092 | |
Series D Preferred Stock [Member] | ||
Convertible redeemable preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Convertible redeemable preferred stock, authorized | 378,776 | 378,776 |
Convertible redeemable preferred stock, issued | 378,776 | 0 |
Convertible redeemable preferred stock, outstanding | 378,776 | 0 |
Convertible redeemable preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Convertible redeemable preferred stock, stated value (in dollars per share) | 0.01 | 0.01 |
Series E Preferred Stock [Member] | ||
Convertible redeemable preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Convertible redeemable preferred stock, authorized | 10,000 | 10,000 |
Convertible redeemable preferred stock, issued | 10,000 | 0 |
Convertible redeemable preferred stock, outstanding | 10,000 | 0 |
Convertible redeemable preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Convertible redeemable preferred stock, stated value (in dollars per share) | $ 45 | $ 45 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHNSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 3,220 | $ 1,826 | $ 6,670 | $ 5,603 |
Cost of revenue | 2,124 | 1,123 | 4,136 | 3,526 |
Gross profit | 1,096 | 703 | 2,534 | 2,077 |
Operating expenses | ||||
Engineering and product development | 306 | 147 | 798 | 511 |
Selling and marketing | 423 | 235 | 1,045 | 723 |
General and administrative | 1,685 | 404 | 4,240 | 1,115 |
Total operating expenses | 2,414 | 786 | 6,083 | 2,349 |
Loss from operations | (1,318) | (83) | (3,549) | (272) |
Interest (expense) income, net | (753) | 23 | (1,367) | 85 |
Loss before income taxes | (2,071) | (60) | (4,916) | (187) |
Income tax benefit | 22 | 22 | ||
Net loss | (2,071) | (38) | (4,916) | (165) |
Less: Net loss attributable to non-controlling interest | 104 | 216 | ||
Net loss attributable to Digital Power Corp | (1,967) | (38) | (4,700) | (165) |
Preferred deemed dividends | (319) | |||
Preferred dividends | (27) | (35) | ||
Loss available to common shareholders | $ (1,994) | $ (38) | $ (5,054) | $ (165) |
Basic and diluted net loss per common share (in dollars per share) | $ (0.15) | $ (0.01) | $ (0.46) | $ (0.02) |
Basic and diluted weighted average common shares outstanding (in shares) | 13,745,540 | 6,775,971 | 10,884,948 | 6,775,971 |
Comprehensive Loss | ||||
Loss available to common shareholders | $ (1,994) | $ (38) | $ (5,054) | $ (165) |
Other comprehensive income (loss) | ||||
Change in net foreign currency translation adjustments | 42 | (55) | 141 | (265) |
Net unrealized loss on securities available-for-sale, net of income taxes | (43) | (43) | ||
Other comprehensive income (loss) | (1) | (55) | 98 | (265) |
Total Comprehensive loss | $ (1,995) | $ (93) | $ (4,956) | $ (430) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (4,916) | $ (165) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation | 128 | 123 |
Amortization | 6 | |
Interest expense - debt discount | 1,239 | |
Accretion of original issue discount on notes receivable - related party | (36) | |
Interest expense on conversion of demand notes to common stock | 13 | |
Stock-based compensation | 1,269 | 129 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (737) | 82 |
Inventories | 228 | 243 |
Prepaid expenses and other current assets | (166) | (60) |
Other assets | (197) | |
Accounts payable and accrued expenses | 2,083 | (101) |
Accounts payable, related parties | 104 | |
Other current liabilities | (595) | (113) |
Net cash (used in) provided by operating activities | (1,577) | 138 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (22) | (78) |
Purchase of intangible asset | (50) | |
Purchase of Power-Plus | (409) | |
Sale of investment | 90 | |
Investments - related party | (2,710) | |
Investment in real property | (300) | |
Investments - others | (25) | |
Loans to related parties | (54) | |
Loans to third parties | (814) | |
Net cash (used in) provided by investing activities | (4,384) | 12 |
Cash flows from financing activities: | ||
Gross proceeds from sales of common stock and warrants | 745 | |
Proceeds from issuance of preferred stock | 1,540 | |
Financing cost in connection with sales of equity securities | (275) | |
Proceeds from convertible notes payable | 1,514 | |
Payments on convertible notes payable | (157) | |
Proceeds from notes payable - related party | 350 | |
Proceeds from notes payable | 785 | |
Payments on notes payable | (30) | |
Proceeds from advances on future receipts | 1,772 | |
Payments on advances on future receipts | (439) | |
Payments of preferred dividends | (8) | |
Financing cost in connection with sales of debt securities | (122) | |
Payments on revolving credit facilities, net | (481) | |
Net cash provided by financing activities | 5,194 | |
Effect of exchange rate changes on cash and cash equivalents | 85 | (99) |
Net (decrease) increase in cash and cash equivalents | (682) | 51 |
Cash and cash equivalents at beginning of period | 996 | 1,241 |
Cash and cash equivalents at end of period | 314 | 1,292 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 69 | |
Non-cash investing and financing activities: | ||
Cancellation of notes payable - related party into shares of common stock | 100 | |
Cancellation of notes payable into shares of common stock | $ 648 | |
Cancellation of note payable - related party into series B convertible preferred stock | 500 | |
Cancellation of convertible note payable into shares of common stock | $ 145 | |
In connection with the Company's acquisition of Microphase Corporation, equity instruments were issued and liabilities assumed during 2017 as follows: | ||
Fair value of assets acquired | 7,893 | |
Equity instruments issued | (1,451) | |
Minority interest | (945) | |
Liabilities assumed | $ 5,497 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Digital Power Corporation ( "Digital Power" "DP Limited" “DP Lending” “Coolisys purchased 56.4% of the outstanding equity interests of Microphase Corporation, a Delaware corporation (the “Microphase” “OEM” “RF” “DLVA” “Power-Plus” Power-Plus is an industrial distributor of value added power supply solutions, UPS systems, fans, filters, line cords, and other power-related components. The Company’s results of operations include the results of Microphase and Power-Plus from their respective acquisition dates forward. “Company” |
LIQUIDITY, GOING CONCERN AND MA
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS | 9 Months Ended |
Sep. 30, 2017 | |
Liquidity Going Concern And Managements Plans | |
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS | 2. LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS As of September 30, 2017, the Company had cash and cash equivalents of $314, an accumulated deficit of $17,212 and a negative working capital of $4,174. The Company has incurred recurring losses and reported losses for the three and nine months ended September 30, 2017, totaled $1,967 and $4,700, respectively. In the past, the Company has financed its operations principally through issuances of convertible debt, promissory notes and equity securities. During 2017, as reflected below, the Company continues to successfully obtain additional equity and debt financing and in restructuring existing debt. The following financings transactions were consummated during 2017: · In February 2017, the Company issued demand promissory notes and warrants to purchase 333,333 shares of common stock at $ 0.70 per share for aggregate proceeds of $400. Further in February 2017, the holders of $400 in demand promissory notes agreed to extinguish their $400 of debt by cancelling their notes to purchase 666,667 shares of common stock of the Company at $0.60 per share (See Note 10). · On March 9, 2017, the Company entered into a Preferred Stock Purchase Agreement with Philou Ventures LLC ( “Philou” · On March 15, 2017, the Company entered into a subscription agreement with one investor for the sale of 500,000 shares of common stock at $0.60 per share for the aggregate purchase price of $300 (See Note 14). · On March 20, 2017, the Company issued $250 in demand promissory note to one of the Company's shareholders (See Note 14). This $250 demand promissory note was converted in shares of the Series B Preferred Stock for the benefit of Philou. · On March 28, 2017, the Company issued $270 in demand promissory notes to several investors. The Company received gross proceeds of $220 on March 31, 2017 and the remaining balance of $50 was received on April 3, 2017. On April 5, 2017, the Company canceled these promissory notes by issuing to the holders 360,000 shares of common stock at $0.75 per share and warrants to purchase 180,000 shares of common stock at $0.90 per share (See Note 10). · On April 17, 2017, the Company entered into two 7% convertible notes (the “7% Convertible Notes” · On April 26, 2017, the Company entered into a 7% convertible note in the aggregate principal amount of $104. On June 28, 2017, the noteholder converted the outstanding balance into 189,091 shares of the Company’s common stock at a price of $0.55 per share (See Note 12). · Between May 5, 2017 and June 30, 2017, the Company received additional short-term loans of $140 from four accredited investors of which $75 was from the Company’s corporate counsel, a related party. As additional consideration, the investors received five-year warrants to purchase 224,371 shares of common stock at a weighted average exercise price of $0.77 per share.On June 28, 2017, the holders of $55 of these short-term loans cancelled their notes for the purchase of 100,001 shares of the Company’s common stock at a price of $0.55 per share. An additional $52 in short-term loans that was received from the related party was also converted on June 28, 2017, into one of the Series C Units (See Note 10) . · Between May 24, 2017 and June 19, 2017, the Company entered into subscription agreements (the “Series C Subscription Agreement” “Series C Investors” · Between July 6, 2017 and September 13, 2017, the Company received funding as a result of entering into multiple Agreements for the Purchase and Sale of Future Receipts with TVT Capital, LLC pursuant to which the Company sold in the aggregate $2,585 in Future Receipts of the Company for $1,772. Under the terms of the agreements, the Company will be obligated to pay the initial daily amount of $13 until the $2,585 has been paid in full. The term Future Receipts means cash, check, ACH, credit card, debit card, bank card, charged card or other form of monetary payment (See Note 8). · On July 24, 2017, we entered into subscription agreements with six investors, and on July 25, 2017 we entered into securities purchase agreements (the “Securities Purchase Agreement” · On July 28, 2017, we entered into an exchange agreement with an institutional investor who was the owner of (i) a 7% Convertible Note in the principal amount of $125 and a warrant dated April 17, 2017 to purchase 83,334 shares of our common stock at $0.90. Under the terms of the exchange agreement, we agreed to exchange the 7% Convertible Note for three new promissory notes in the principal amounts of $110 due August 1, 2017; $35 due August 1, 2017; and $34 due August 8, 2017 (individually an Exchange Note and collectively the Exchange Notes) and to exchange the prior warrant for a new warrant to purchase 83,334 shares of common stock at $0.55 per share. Concurrent with entering into this exchange agreement, the institutional investor entered into a subscription agreement under which we issued and sold in a registered direct offering 200,000 shares of common stock at $0.55 per share for an aggregate purchase price of $110. The 200,000 shares of common stock were purchased through the cancellation of the Exchange Note in the principal amount of $110. In addition, in a concurrent private placement, the institutional investor entered into a separate securities purchase agreement under which we issued and sold 63,600 shares of common stock at $0.55 per share for an aggregate of purchase price of $35. The 63,600 shares of common stock were purchased through the cancellation of the Exchange Note in the principal amount of $35. Further, we issued a warrant to purchase 120,000 shares of common stock at $0.55 per share (See Note 14). · On August 3, 2017, the Company entered into a Securities Purchase Agreement to sell a 12% Convertible (“12% Convertible Note”) and a warrant to purchase 666,666 shares of common stock to an accredited investor (the “Investor”). The principal of the Convertible Note may be converted into shares of common stock at $0.55 per share and under the terms of the Warrant, up to 666,666 shares of common stock may be purchased at an exercise price of $0.70 per share. The Convertible Note is in the principal amount of $400 and was sold for $360, bears interest at 12% simple interest on the principal amount, and is due on August 13, 2018. Interest only payments are due on a quarterly basis and the principal is due on August 3, 2018. The principal may be converted into shares of the Company’s common stock at $0.55 per share (See Note 12). · On August 10, 2017, the Company, entered into Securities Purchase Agreements (“Agreements”) with five institutional investors (the “Investors”) to sell for an aggregate purchase price of $800, 10% Senior Convertible Promissory Notes (“Convertible Notes”) with an aggregate principal face amount of $880 and warrants to purchase an aggregate of 1,475,000 shares of common stock. The principal of the Convertible Notes and interest earned thereon may be converted into shares of common stock at $0.60 per share and under the terms of the Warrant, up to 1,475,000 shares of common stock may be purchased at an exercise price of $0.66 per share. The Convertible Notes are in the aggregate principal amount of $880 and were sold for $800 and bear simple interest at 10% on the principal amount, and principal and interest are due on February 10, 2018. Subject to certain beneficial ownership limitations, each Investor may convert the principal amount of the Convertible Note and accrued interest earned thereon at any time into shares of common stock at $0.60 per share. The conversion price of the Convertible Notes is subject to adjustment for customary stock splits, stock dividends, combinations or similar events (See Note 12). The Company expects to continue to incur losses for the foreseeable future and needs to raise additional capital to continue its business development initiatives and to support its working capital requirements. In March 2017, the Company was awarded a 3-year, $50 million purchase order by MTIX Ltd. ( “MTIX" “MLSE” |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America ( “GAAP” Principles of Consolidation The condensed consolidated financial statements include the accounts of Digital Power, its wholly-owned subsidiaries, DP Limited, Coolisys, Power-Plus and DP Lending and its majority-owned subsidiary, Microphase. All significant intercompany accounts and transactions have been eliminated in consolidation. Accounting Estimates The preparation of financial statements, in conformity with GAAP, requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include acquisition accounting, fair value of certain financial instruments, reserve for trade receivables and inventories, carrying amounts of investments, accruals of certain liabilities including product warranties, and deferred income taxes and related valuation allowance. Investments in Debt and Equity Securities The Company classifies its investments in Avalanche International, Corp ( “AVLP” Investment in Debt and Equity Securities “ASC No. 320” Investment – Other “ASC No. 325” Revenue Recognition The Company generates revenues from the sale of its products through a direct and indirect sales force. Revenues from products are recognized in accordance with ASC No. 605, Revenue Recognition Warranty The Company offers a warranty period for all its products. Warranty periods range from one to two years depending on the product. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company's warranty liability include the number of units sold, historical rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary. As of September 30, 2017 and December 31, 2016, the Company’s accrued warranty liability was $86. Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies common stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company determined that certain freestanding derivatives, which principally consist of issuance of warrants to purchase shares of common in connection with convertible notes, units and to employees of the Company, satisfy the criteria for classification as equity instruments as these warrants do not contain cash settlement features or variable settlement provision that cause them to not be indexed to the Company’s own stock. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC No. 718, Compensation – Stock Compensation "ASC No. 718" The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC No. 505-50, Equity Based Payments to Non-Employees Convertible Instruments The Company accounts for hybrid contracts that feature conversion options in accordance with ASC No. 815, Derivatives and Hedging Activities “ASC No. 815” Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company accounts for convertible instruments, when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, in accordance with ASC No. 470-20, Debt with Conversion and Other Options “ASC No. 470-20” Comprehensive Loss The Company reports comprehensive loss in accordance with ASC No. 220, Comprehensive Income Fair value of Financial Instruments In accordance with ASC No. 820, Fair Value Measurements and Disclosures The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or model-derived valuations. All significant inputs used in our valuations are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities Level 2 inputs also include quoted prices that were adjusted for security-specific restrictions which are compared to output from internally developed models such as a discounted cash flow models. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments carried at cost, including cash and cash equivalents, trade receivables and trade receivable – related party, investments, notes receivable, trade payables and trade payables – related party approximate their fair value due to the short-term maturities of such instruments. As of September 30, 2017 and December 31, 2016, the fair value of the Company’s investments were $3,782 and $1,036, respectively, and were concentrated in debt and equity securities of AVLP, a related party (See Note 4), which are classified as available-for-sale investments. At September 30, 2017, the Company's investment in AVLP is comprised of convertible promissory notes of $3,670, net of unamortized discount, and marketable equity securities of $112. At December 31, 2016, the Company's investment in AVLP is comprised of convertible promissory notes of $952, net of unamortized discount, and marketable equity securities of $84. For investments in marketable equity securities, the Company took into consideration general market conditions, the duration and extent to which the fair value is below cost, and the Company’s ability and intent to hold the investment for a sufficient period of time to allow for recovery of value in the foreseeable future. As a result of this analysis, the Company has determined that its cost basis in AVLP equitable securities approximates the current fair value. Consistent with the guidance at ASC No. 835, the Company’s presumption is that the fair value of its convertible promissory notes in AVLP have a present value equivalent to the cash proceeds exchanged. Further, the discount shall be reported in the balance sheet as a direct deduction from the face amount of the convertible promissory notes. Thus, the Company has determined that the amortized cost of its convertible promissory notes approximates fair value and are subject to a periodic impairment review. The interest income, including amortization of the discount arising at acquisition, for the convertible promissory notes are included in earnings. In the future, if the Company does not expect to recover the entire amortized cost basis, the Company shall recognize other-than-temporary impairments in other comprehensive income (loss). During 2017, the Company purchased at the market shares of common stock of three companies for a total cost of $25. In accordance with ASC No. 320-10, these investments are accounted for pursuant to the fair value method based upon the closing market prices of common stock for these three companies at September 30, 2017. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurement at September 30, 2017 Total Level 1 Level 2 Level 3 Investments – AVLP – a related party $ 3,782 $ 112 $ 3,670 $ — Investments in other companies $ 25 $ 25 $ — $ — Fair Value Measurement at December 31, 2016 Total Level 1 Level 2 Level 3 Investments – AVLP – a related party $ 1,036 $ 84 $ 952 $ — We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market: ● Level 1 – inputs include quoted prices for identical instruments and are the most observable. ● Level 2 – inputs include quoted prices for similar assets and observable inputs such as interest rates, currency exchange rates and yield curves. ● Level 3 – inputs are not observable in the market and include management’s judgments about the assumptions market participants would use in pricing the asset or liability. Debt Discounts The Company accounts for debt discount according to ASC No. 470-20, Debt with Conversion and Other Options Net Loss per Share Net loss per share is computed by dividing the net loss to common stockholders by the weighted average number of common shares outstanding. The calculation of the basic and diluted earnings per share is the same for all periods presented, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for all periods presented. The Company has included 317,460 warrants, with an exercise price of $.01, in its earnings per share calculation for the three and nine months ended September 30, 2017. Anti-dilutive securities consisted of the following at September 30, 2017 2016 Stock options 2,891,000 1,001,000 Warrants 10,233,199 — Convertible notes 3,157,576 — Conversion of preferred stock 4,606,131 — Total 20,887,906 1,001,000 At September 30, 2017, the 20,887,906 of potential common stock equivalents included 6,926,095 in warrants, convertible notes and preferred stock in which the holders are contractually prohibited from exercising or converting the warrants, convertible notes and preferred stock into shares of the Company’s common stock. The restriction shall remain until shareholder approval is received. Subsequent to September 30, 2017, the Company entered into agreements to issue an additional 2,042,239 shares of common stock and issued convertible notes and warrants that when exercised would result in the issuance of an additional 2,274,800 shares of common stock. As a result, on November 2, 2017, if all of the potential common stock equivalents in which there are no contractual restrictions upon exercise were converted into shares of the Company’s common stock it would exceed the Company’s authorized shares of common stock. Recently Issued Accounting Standards The Company has considered all other recently issued accounting standards and does not believe the adoption of such standards will have a material impact on its condensed consolidated financial statements. |
INVESTMENTS - RELATED PARTIES
INVESTMENTS - RELATED PARTIES | 9 Months Ended |
Sep. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS - RELATED PARTIES | 4. INVESTMENTS – RELATED PARTIES Investments in AVLP at September 30, 2017, and December 31, 2016, are comprised of the following: September 30, December 31, 2017 2016 Investment in convertible promissory note of AVLP $ 3,797 $ 997 Investment in common stock of AVLP 112 84 Total investment in AVLP P – Gross 3,909 1,081 Less: original issue discount (127 ) (45 ) Total investment in AVLP P – Net $ 3,782 $ 1,036 During the year ended December 31, 2016, the Company made a strategic decision to invest in AVLP, a related party controlled by Philou, an existing majority stockholder. The Company’s investments in AVLP primarily consist of convertible promissory notes and shares of common stock of AVLP. On October 5, 2016, November 30, 2016, and February 22, 2017, the Company entered into three 12% Convertible Promissory Notes with AVLP (the "AVLP Notes" Subject to adjustment, AVLP . On September 6, 2017, the Company and AVLP entered into a Loan and Security Agreement ( “AVLP Loan Agreement” In consideration of entering into the AVLP Loan Agreement, the Company and AVLP cancelled the AVLP Notes and consolidated the AVLP Notes and prior advances totaling $3,309 plus original issue discount of $165 and issued a new Convertible Promissory Note in the aggregate principal amount of $3,474 (the “New Note” The Warrant entitles the Company to purchase up to 6,948,800 shares of AVLP common stock at an exercise price of $0.50 per share for a period of five years. The exercise price of $0.50 is subject to adjustment for customary stock splits, stock dividends, combinations or similar events. The Warrant may be exercised for cash or on a cashless basis. The original issue discount of $165 on the New Note is being amortized as interest income through the maturity date using the interest rate method. During the three and nine months ended September 30, 2017, the Company recorded $18 and $38, respectively, of interest income for the discount accretion. As of September 30, 2017, and December 31, 2016, the Company recorded contractual interest receivable attributed to the AVLP Notes and AVLP Loan Agreement of $208 and $13, respectively. The Company has classified the AVLP Notes as Available-for-Sale securities, subject to the guidance in ASC No. 320. The Company elected to apply the Fair Value Option Subsections of Subtopic 320-10 and 825-10 to the AVLP Notes. At September 30, 2017, the closing market price of AVLP’s common Stock was $0.64. Subsequent to quarter-end, the closing market price of AVLP’s common stock was in the range of $0.51 and $ 0.85 and due to the illiquidity and significant volatility of AVLP’s common stock, the Company has determined that its cost basis in AVLP common stock approximates the current fair value. The Company has concluded that indicators of impairment, including those described in ASC No. 320-10-35-27, do not currently exist for the Company’s investment in debt and equity securities of AVLP. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 5. ACQUISITIONS Microphase Corporation On April 28, 2017, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement” “MHC” EFLP “RCKJ” “Significant Stockholders” “Minority Stockholders” “Stockholders” “Subject Shares” “MPC Common Stock” “Exchange” “Common Stock” “Exchange Shares” “Exchange Warrants” “Warrant Shares” “Exchange Securities.” 56.4% of the outstanding equity interests of Microphase Corporation The operating results of Microphase from the closing date of the acquisition, June 2, 2017, through September 30, 2017, are included in the consolidated financial statements. At closing, the purchase price of Digital Power’s 56.4% interest in Microphase was determined to be $1,451, comprised of the Exchange Shares, valued at $1,222 based on the closing price of the Company’s common stock on June 2, 2017, and the Exchange warrants, valued at $229. The Company computed the fair value of these warrants using the Black-Scholes option pricing model. Power-Plus Technical Distributors On August 3, 2017, Coolisys entered into a Securities Purchase Agreement (the “Purchase Agreement” Under the terms of the Agreement, Coolisys Technologies acquired all the membership Interests of Power-Plus for a price of $850, which was reduced by certain debts of Power-Plus in the amount of $186. The purchase price of $664 will be paid by (i) a two-year promissory note in the amount of $255,000 payable in 24 monthly installments; and (ii) cash at closing of $409 resulting in a net purchase price of $664. The acquisition of Microphase and Power-Plus is being accounted for under the purchase method of accounting in accordance with ASC No. 805, Business Combinations Upon initial measurement, components of the purchase price are as follows: Microphase Power-Plus Cash and cash equivalents $ 11 $ 27 Accounts receivable 439 235 Inventories 667 241 Prepaid expenses and other current assets 139 2 Restricted cash 100 — Intangible assets 95 250 Property and equipment 93 23 Other investments 303 — Deposits and loans 44 — Accounts payable and accrued expenses (1,680 ) (392 ) Revolving credit facility (880 ) (210 ) Notes payable (2,204 ) — Notes payable, related parties (406 ) — Other current liabilities (327 ) — Net liabilities assumed/assets acquired (3,606 ) 176 Goodwill and other intangibles 6,002 488 Non-controlling interest (945 ) — Purchase price $ 1,451 $ 664 The following pro forma data summarizes the results of operations for the periods indicated as if the Microphase and Power-Plus acquisitions had been completed as of the beginning of each period presented. The pro forma data gives effect to actual operating results prior to the acquisition. These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred as of the beginning of each period presented or that may be obtained in future periods: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Revenue $ 3,583 $ 3,751 $ 10,329 $ 12,692 Net loss $ (2,277 ) $ (711 ) $ (4,820 ) $ (1,742 ) Less: Net loss attributable to non-controlling interest 103 290 103 714 Net loss attributable to Digital Power Corp $ (2,144 ) $ (421 ) $ (4,717 ) $ (1,028 ) Preferred deemed dividends — — (319 ) — Preferred dividends (27 ) — (35 ) — Loss available to common shareholders $ (2,171 ) $ (421 ) $ (5,071 ) $ (1,028 ) Basic and diluted net loss per common share $ (0.14 ) $ (0.05 ) $ (0.40 ) $ (0.12 ) Basic and diluted weighted average common shares outstanding 15,587,988 8,618,419 12,727,396 8,618,419 Comprehensive Loss Loss available to common shareholders $ (2,171 ) $ (421 ) $ (5,071 ) $ (1,028 ) Other comprehensive income (loss) Change in net foreign currency translation adjustments 42 (55 ) 141 (265 ) Net unrealized gain (loss) on securities available-for- sale, net of income taxes (43 ) 186 (43 ) 204 Other comprehensive income (loss) (1 ) 131 98 (61 ) Total Comprehensive loss $ (2,172 ) $ (290 ) $ (4,973 ) $ (1,089 ) |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | 6. STOCK-BASED COMPENSATION Under the Company's 2016 Stock Incentive Plan (the “2016 Plan” “2012 Plan” “Plans” “2002 Plan” Options granted under the Plans have an exercise price equal to or greater than the fair value of the underlying common stock at the date of grant and become exercisable based on a vesting schedule determined at the date of grant. Typically, options granted generally become fully vested after four years. Any options that are forfeited or cancelled before expiration become available for future grants. The options expire between 5 and 10 years from the date of grant. Restricted stock awards granted under the Plans are subject to a vesting period determined at the date of grant. As of September 30, 2017, an aggregate of 1,350,832 of the Company's options are still available for future grant. During the three and nine months ended September 30, 2017, the Company granted 50,000 and 560,000 options, respectively, from the Plans to its employees at an average exercise price of $0.61 per share. These options become fully vested after four years. The Company estimated that the grant date fair value of these options was $251, which is being recognized as stock-based compensation expense over the requisite four-year service period. During the three and nine months ended September 30, 2017, the Company also issued 380,645 and 1,336,798, respectively, shares of common stock to its consultants and service providers pursuant to the 2016 Plan. The Company estimated that the grant date fair value of these shares of common stock was $742, which was determined from the closing price of the Company’s common stock on the date of issuance. The Company did not grant any options or restricted stock awards during the three and nine months ended September 30, 2016. The Company has valued the options at their date of grant utilizing the Black-Scholes option pricing model. This model is dependent upon several variables such as the options’ term, exercise price, current stock price, risk-free interest rate estimated over the expected term and estimated volatility of our stock over the expected term of the options. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options as calculated using the simplified method. The estimated volatility was determined based on the historical volatility of our common stock. During the nine months ended September 30, 2017, the Company estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted average assumptions: September 30, 2017 Weighted average risk free interest rate 1.73% — 2.14 % Weighted average life (in years) 5.0 Volatility 98.41% — 107.22 % Expected dividend yield 0 % Weighted average grant-date fair value per share of options granted $ 0.45 Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $0.57 - $0.79 2,425,000 9.14 $ 0.66 1,249,167 $ 0.66 $1.10 - $1.32 25,000 6.10 $ 1.28 20,000 $ 1.27 $1.51 - $1.69 441,000 5.11 $ 1.61 378,500 $ 1.60 $0.57 - 1.69 2,891,000 8.50 $ 1.10 1,647,667 $ 0.88 The total stock-based compensation expense related to stock options and restricted stock awards to the Company’s employees, consultants and directors, included in reported net loss Three Months Ended Nine Months Ended Sept. 30, 2017 Sept. 30, 2016 Sept. 30, 2017 Sept. 30, 2016 Cost of revenues $ 2 $ 1 $ 6 $ 5 Engineering and product development 6 1 20 3 Selling and marketing 8 5 18 13 General and administrative 349 35 1,017 108 Stock-based compensation from Plans 365 42 1,061 129 Stock-based compensation from issuances outside of Plans 152 — 208 — Total stock-based compensation $ 517 $ 42 $ 1,269 $ 129 The combination of stock-based compensation of $1,061 from the issuances of equity based awards pursuant to the Plans and stock-based compensation attributed to restricted stock awards of $130 and warrants and options of $78, which were issued outside of the Plans, resulted in aggregate stock-based compensation of $1,269 during the nine months ended September 30, 2017. During the three months ended September 30, 2017, aggregate stock-based compensation was $517, which consisted of $365 from the issuances of equity based awards pursuant to the Plans and stock-based compensation attributed to restricted stock award of $120 warrants and options of $32, which were issued outside of the Plans. During the three and nine months ended September 30, 2016, the only stock-based compensation expense was from issuances pursuant to the Plans. A summary of option activity under the Company's stock option plans as of September 30, 2017, and changes during the nine months ended are as follows: Outstanding Options Weighted Weighted Average Shares Average Remaining Aggregate Available Number Exercise Contractual Intrinsic for Grant of Shares Price Life (years) Value December 31, 2016 3,247,630 2,331,000 $ 0.83 9.08 $ 0 Restricted stock awards (1,336,798 ) Grants (510,000 ) 560,000 $ 0.61 September 30, 2017 1,350,832 2,891,000 $ 0.81 8.50 $ 0 The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company's closing stock price on September 30, 2017, $0.55 and the exercise price, multiplied by the number of in-the-money-options). As of September 30, 2017, there was $425 of unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under the Company's stock option plans. That cost is expected to be recognized over a weighted average period of 2.3 years. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2017 | |
Warrants | |
WARRANTS | 7. WARRANTS During the nine months and ended September 30, 2017, the Company issued a total of 8,484,073 warrants, at an average exercise price of $0.81 per share. Warrant issuances during the current quarter ended September 30, 2017, included: (i) On April 17, 2017, the Company issued warrants to purchase 166,668 shares of common stock , at an exercise price of $0.90 per share of common stock, in connection with the issuance of two 7% convertible notes in the aggregate principal amount of $250. On July 25, 2017, the Company agreed to issued a new warrant to purchase 83,334 shares of common stock at $0.55 per share and cancelled the prior warrant to purchase 83,334 shares of common stock at $0.90 per share (See Note 12). (ii) On July 25, 2017, we issued warrants to purchase an aggregate of 163,636 shares of the Company’s common stock at an exercise price equal to $0.55 per share in connection with a private placement agreement under which we issued and sold 272,727 shares of common stock to the investor at $0.55 per share for an aggregate purchase price of $150. At that time, we also issued warrants to purchase 109,090 shares of the Company’s common stock at an exercise price equal to $0.75 per share to two investors that purchased shares of our common stock at $0.55 per share pursuant to subscription agreements (See Note 14). (iii) On July 28, 2017, we entered into an exchange agreement related to a 7% Convertible Note in the principal amount of $125 in which we exchanged the 7% Convertible Note for three new promissory notes in the principal amounts of $110,000 due August 1, 2017; $35,000 due August 1, 2017; and $34,000 due August 8, 2017 (individually an Exchange Note and collectively the Exchange Notes). Concurrent with entering into the exchange agreement, the investor entered into a subscription agreement under which we issued and sold in a registered direct offering 200,000 shares of common stock at $0.55 per share for an aggregate purchase price of $110,000. The 200,000 shares of common stock were purchased through the cancellation of the Exchange Note in the principal amount of $110,000. Further, we issued a warrant to purchase 120,000 shares of common stock at $0.55 per share (See Note 12) . (iv) On August 3, 2017, we issued warrants to purchase an aggregate of 666,666 shares of the Company’s common stock at an exercise price equal to $0.70 per share in connection with the issuance of a 12% Convertible Promissory Note in the aggregate principal amount of $400 (See Note 12). (v) On August 10, 2017, we issued warrants to purchase an aggregate of 1,475,000 shares of the Company’s common stock at an exercise price equal to $0.66 per share in connection with the issuance of 10% Convertible Promissory Notes in the aggregate principal amount of $880 (See Note 12). (vi) On August 23, 2017, the Company issued warrants to purchase 272,727 shares of common stock at an exercise price equal to $0.65 per share in connection with entering into securities purchase agreements to issue and sell 272,727 shares of common stock at to the investors at $0.55 per share for an aggregate purchase price of $150 The following table summarizes information about common stock warrants outstanding at September 30, 2017: Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $0.01 317,460 9.09 $ 0.01 79,364 $ 0.01 $0.55 450,304 5.05 $ 0.55 — — $0.65 272,727 2.90 $ 0.65 — — $0.66 1,475,000 4.86 $ 0.66 1,475,000 $ 0.66 $0.70 2,428,571 4.92 $ 0.70 690,476 $ 0.70 $0.72 182,003 4.72 $ 0.72 — — $0.75 244,999 4.69 $ 0.75 — — $0.80 1,415,128 2.55 $ 0.80 1,166,666 $ 0.80 $0.90 445,002 3.05 $ 0.90 265,000 $ 0.90 $1.00 2,002,005 4.68 $ 1.00 — — $1.10 1,000,000 2.67 $ 1.10 — — $0.01 - 1.10 10,233,199 4.26 $ 0.79 3,676,506 $ 0.32 The Company has valued the warrants at their date of grant utilizing the Black-Scholes option pricing model. This model is dependent upon several variables such as the warrants’ term, exercise price, current stock price, risk-free interest rate and estimated volatility of our stock over the contractual term of the options. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the contractual life of the warrants. The Company utilized the Black-Scholes option pricing model and the assumptions used during the nine months ended September 30, 2017: September 30, 2017 Weighted average risk free interest rate 1.42% — 2.01 % Weighted average life (in years) 4.9 Volatility 98.5% — 107.5 % Expected dividend yield 0 % Weighted average grant-date fair value per share of warrants granted $ 0.41 |
ADVANCES ON FUTURE RECEIPTS
ADVANCES ON FUTURE RECEIPTS | 9 Months Ended |
Sep. 30, 2017 | |
Advances On Future Receipts | |
ADVANCES ON FUTURE RECEIPTS | 8. ADVANCES ON FUTURE RECEIPTS Between July 6, 2017 and September 13, 2017, the Company received funding as a result of entering into multiple Agreements for the Purchase and Sale of Future Receipts with TVT Capital, LLC pursuant to which the Company sold in the aggregate $2,585 in future receipts of the Company for $1,772. Under the terms of the agreements, the Company will be obligated to pay the initial daily amount of $13 until the $2,585 has been paid in full. As of September 30, 2017, the Company had paid back $439. The term future receipts means cash, check, ACH, credit card, debit card, bank card, charged card or other form of monetary payment. The Company recorded a discount in the amount of $813. The discount is being amortized as non-cash interest expense over the term of the agreement. During the three and nine months ended September 30, 2017, non-cash interest expense of $142 was recorded from the amortization of debt discounts. |
REVOLVING CREDIT FACILITY
REVOLVING CREDIT FACILITY | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
REVOLVING CREDIT FACILITY | 9. REVOLVING CREDIT FACILITY Microphase entered into a revolving loan agreement with Gerber Finance, Inc. ( “Gerber” “Revolving Credit Facility” “Maximum Revolving Amount” Interest accrues at the unpaid principal On July 14, 2017, as a result of a notice that Microphase received from Gerber identifying several events of default under the terms of the Revolving Credit Facility, Microphase and Gerber entered into a Forbearance Agreement. The events of default were primarily related to, (i) the change in control that occurred on June 2, 2017, when Digital Power acquired a majority interest in Microphase, and (ii) borrowings under the Revolving Credit Facility exceeding the collateral borrowing base. The Forbearance agreement accelerated the repayment of borrowings that were secured by inventories and equipment until such borrowings were repaid and required the Company to provide a corporate guarantee for amounts advanced under the Revolving Credit Facility, which guarantee was provided on July 20, 2017. As of September 30, 2017, approximately $65 of borrowings subject to acceleration remained outstanding on the Revolving Credit Facility. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2017 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | 10. NOTES PAYABLE Notes Payable at September 30, 2017, are comprised of the following. At December 31, 2016 the Company did not have any Notes Payable. September 30, 2017 10% short-term promissory notes (a) $ 705 Notes payable to Lucosky Brookman, LLP (b) 450 Notes payable to Wells Fargo (c) 304 Note payable to Department of Economic and Community Development (d) 298 Note payable to People's United Bank ( e) 19 Power-Plus Credit Facilities (f) 182 Note payable to Power-Plus Member (g) 255 Other short-term notes payable (h) 55 Total notes payable 2,268 Less: current portion (1,609 ) Notes payable – long-term portion $ 659 (a) In December 2016, Microphase issued $705 in 10% short-term promissory notes to nineteen accredited investors which, after deducting $71 of placement fees to its selling agent, Spartan Capital Securities, LLC ( “Spartan” “10% Short-Term Notes” “Loan Premium” (b) On June 2, 2017, pursuant to the terms of the Share Exchange Agreement and in consideration of legal services, Microphase issued a $450 8% promissory note with a maturity date of November 25, 2017 to Lucosky Brookman, LLP (the “Lucosky Note” “Series E Preferred Stock” The Company, at its option, may redeem for cash, in whole or in part, at any time and from time to time, the shares of Series E Preferred Stock at the time outstanding, upon written notice to the holder of the shares, at a cash redemption price equal to $45 multiplied by the number of shares being redeemed. Any such optional redemption by the Company shall be credited against the Lucosky Note. the Lucosky Note. Lucosky Note (c) At September 30, 2017, Microphase had guaranteed the repayment of two equity lines of credit in the aggregate amount of $304 with Wells Fargo Bank, NA ( “Wells Fargo” “Wells Fargo Notes” (d) In August 2016, Microphase received a $300 loan, of which $2 has been repaid, pursuant to the State of Connecticut Small Business Express Job Creation Incentive Program which is administered through the Department of Economic and Community Development ( “DECD” “DECD Note” (e) In December 2016, Microphase utilized a $20 overdraft credit line at People’s United Bank with an annual interest rate of 15%. As of September 30, 2017, the balance of that overdraft credit line was $19. (f) At September 30, 2017, Power-Plus had guaranteed the repayment of two lines of credit in the aggregate amount of $182 with Bank of America NA ( “B of A” “Power-Plus Lines” (g) Pursuant to the terms of the Purchase Agreement with Power-Plus, the Company entered into a two-year promissory note in the amount of $255 payable to the former owner as part of the purchase consideration. The $255 note is payable in 24 equal monthly installments. (h) Between May 5, 2017 and September 30, 2017, the Company received additional short-term loans of $215 from five accredited investors, of which $75 was from the Company’s corporate counsel, a related party. As additional consideration, the investors received five-year warrants to purchase 224,371 shares of common stock at a weighted average exercise price of $0.77 per share. The warrants are exercisable commencing six months after the issuance date and are subject to certain beneficial ownership limitations. The exercise price of these warrants is subject to adjustment for customary stock splits, stock dividends, combinations and other standard anti-dilution events. The warrants may be exercised for cash or on a cashless basis. During the quarter ended June 30, 2017, the Company recorded debt discount in the amount of $95 based on the estimated fair value of these warrants. The Company computed the fair value of these warrants using the Black-Scholes option pricing model. As a result of the short-term feature of these loans and advances, the debt discount was amortized as non-cash interest expense upon issuance of the warrants using the effective interest method. During June 2017, the holders of $55 of these short-term loans agreed to cancel their notes for the purchase of 100,001 shares of the Company’s common stock at a price of $0.55 per share. An additional $75 in short-term loans from the Company’s corporate counsel was converted into the Company’s equity securities; $52 was converted into one of the Series C Units and $23 was converted into the Company’s common stock. The Company did not record any additional interest expense as a result of the extinguishment of $130 in short-term loans since the carrying amount of the short-term loans was equivalent to the fair value of the consideration transferred, which was determined from the closing price of the Company’s equity securities on the date of . During the three months ended September 30, 2017, the Company also repaid $30 in short-term loans. Other Notes Payable In February 2017, the Company issued to eight accredited investors “Feb. 2017 Warrants” Between February 16, 2017 and February 23, 2017, the holders of the $400 in demand promissory notes agreed to cancel their demand promissory notes for the purchase of 666,667 shares of the Company’s common stock, an extinguishment price of $0.60 per share. During the quarter ended March 31, 2017, the Company recorded additional interest expense of $13 as a result of the extinguishment of the $400 in demand promissory notes based on the difference of the carrying amount of the demand promissory notes and the fair value of the consideration transferred, which was determined from the closing price of the Company’s common stock on the date of . On March 28, 2017, the Company issued $270 in demand promissory notes to several investors. These demand promissory notes accrued interest at the rate of 6% per annum. The Company received gross proceeds of $220 on March 31, 2017. The remaining balance of $50 was received on April 3, 2017. On April 5, 2017, the Company canceled these promissory notes by issuing to the investors 360,000 shares of common stock, at $0.75 per share, and warrants to purchase 180,002 shares of common stock at $0.90 per share. During the quarter ended June 30, 2017, the Company recorded additional interest expense of $109 as a result of the extinguishment of the $270 in demand promissory notes based on the difference of the carrying amount of the demand promissory notes and the fair value of the consideration transferred, which was determined from the closing price of the Company’s common stock on the date of . |
NOTES PAYABLE RELATED PARTIES
NOTES PAYABLE RELATED PARTIES | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE RELATED PARTIES | 11. NOTES PAYABLE – RELATED PARTIES Notes Payable – Related parties at September 30, 2017, and December 31, 2016, are comprised of the followin September 30, December 31, 2017 2016 Notes payable to MCKEA Holdings, LLC (a) $ — $ 250 Notes payable to former officer and employee (b) 406 — Total notes payable 406 250 Less: current portion (274 ) — Notes payable – long-term portion $ 132 $ 250 (a) On December 29, 2016, the Company entered into an agreement with (“MCKEA” , a director and the wife of Milton C. Ault III, Executive , is the manager and owner of MCKEA, for a demand promissory note (The “MCKEA Note” , the MCKEA Note was cancelled to purchase the Company’s (b) Microphase is a party to several notes payable agreements with seven of its past officers, employees and their family members. As of September 30, 2017, the aggregate outstanding balance pursuant to these notes payable agreements, inclusive of $87 of accrued interest, was $493, with annual interest rates ranging between 3.00% and 6.00%. During the three months ended September 30, 2017 and the period June 3, 2017 to September 30, 2017, Microphase incurred $7 of interest on these notes payable agreements. In July 2016, one of these noteholders initiated litigation to collect the balance owed under the terms of his respective agreement. At September 30, 2017, the outstanding principal balance and accrued interest owed under this particular agreement was $162. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 9 Months Ended |
Sep. 30, 2017 | |
Long-term Debt, Unclassified [Abstract] | |
CONVERTIBLE NOTES | 12. CONVERTIBLE NOTES Convertible notes at September 30, 2017, and December 31, 2016, are comprised of the following: September 30, December 31, 2017 2016 10% Convertible secured notes $ 880 $ — 12% Convertible secured note 400 — Total convertible notes payable 1,280 — Less: Unamortized debt discounts (883 ) — Unamortized financing cost (89 ) — Total convertible notes payable, net of debt discounts and financing cost $ 308 $ — 12% Convertible secured notes On August 3, 2017, the Company entered into a Securities Purchase Agreement (“Agreement”) to sell a 12% Convertible (“Convertible Note”) and a warrant to purchase 666,666 shares of common stock to an accredited investor (the “Investor”). The principal of the Convertible Note may be converted into shares of common stock at $0.55 per share and under the terms of the Warrant, up to 666,666 shares of common stock may be purchased at an exercise price of $0.70 per share. The Convertible Note is in the principal amount of $400 and was sold for $360, bears interest at 12% simple interest on the principal amount, and is due on August 13, 2018. Interest only payments are due on a quarterly basis and the principal is due on August 3, 2018. The principal may be converted into shares of the Company’s common stock at $0.55 per share. 10% Convertible secured note On August 10, 2017, Digital Power Corporation, a California corporation (the “Company”), entered into Securities Purchase Agreements (“Agreements”) with five institutional investors (the “Investors”) to sell for an aggregate purchase price of $800, 10% Senior Convertible Promissory Notes (“Convertible Notes”) with an aggregate principal face amount of $880 and warrants to purchase an aggregate of 1,475,000 shares of common stock. The principal of the Convertible Notes and interest earned thereon may be converted into shares of common stock at $0.60 per share and under the terms of the Warrant, up to 1,475,000 shares of common stock may be purchased at an exercise price of $0.66 per share. The Convertible Notes are in the aggregate principal amount of $880 and were sold for $800 and bear simple interest at 10% on the principal amount, and principal and interest are due on February 10, 2018. Subject to certain beneficial ownership limitations, each Investor may convert the principal amount of the Convertible Note and accrued interest earned thereon at any time into shares of common stock at $0.60 per share. The conversion price of the Convertible Notes is subject to adjustment for customary stock splits, stock dividends, combinations or similar events. Other Convertible Notes Payable On April 17, 2017, the Company entered into two 7% convertible notes (the “7% Convertible Notes” As additional consideration, the investors received five and a half year warrants to purchase 166,668 shares of common stock at an exercise price of $0.90 per share (collectively the “7% Convertible Note Warrants” Convertible Note The beneficial conversion feature ( “BCF” Convertible Notes 470, De Convertible Note Convertible Notes On July 25, 2017, the Company repaid one of the 7% Convertible Notes. Due to the event of default, the Company agreed to reduce the exercise price of warrants to purchase 83,334 shares of common stock from $0.90 per share to $0.55 per share and made a payment of $144. As a result of this transaction, the Company recorded additional interest expense of $17 and recorded an additional $3 in non-cash interest expense based upon the change in the fair value of the warrants due to the adjustment to the exercise price. On July 28 2017, we entered into an exchange agreement related to the second 7% Convertible Note. Under the terms of the exchange agreement, we agreed to exchange the 7% Convertible Note for three new promissory notes in the principal amounts of $110,000 due August 1, 2017; $35,000 due August 1, 2017; and $34,000 due August 8, 2017 (individually an Exchange Note and collectively the Exchange Notes) and issue a new warrant to purchase 83,334 shares of common stock at $0.55 per share and cancel the prior warrant to purchase 83,334 shares of common stock at $0.90 per share. Concurrent with entering into the exchange agreement, the investor entered into a subscription agreement under which we issued and sold in a registered direct offering 200,000 shares of common stock at $0.55 per share for an aggregate purchase price of $110,000. The 200,000 shares of common stock were purchased through the cancellation of the Exchange Note in the principal amount of $110,000. In addition, in a concurrent private placement, the investor entered into a separate securities purchase agreement under which we issued and sold 63,600 shares of common stock at $0.55 per share for an aggregate of purchase price of $35,000. The 63,600 shares of common stock were purchased through the cancellation of the Exchange Note in the principal amount of $35,000. Further, we issued a warrant to purchase 120,000 shares of common stock at $0.55 per share. The final Exchange Note in the principal amount of $34 was repaid. 7% Convertible Note On April 26, 2017, the Company entered into a 7% convertible note in the aggregate principal amount of $104. On June 28, 2017, the noteholder converted the outstanding balance into 189,091 shares of Digital Power’s common stock the fair value of the consideration transferred, which was determined from the closing price of the Company’s equity securities on the date of . As additional consideration, the investor received a five-year warrant to purchase 160,000 shares of common stock at an exercise price of $0.80 per share. The warrants are exercisable commencing six months after the issuance date. The exercise price of the warrants is subject to adjustment for customary stock splits, stock dividends, combinations and other standard anti-dilution events. The warrants may be exercised for cash or on a cashless basis. The beneficial conversion feature ( “BCF” convertible note 470, De convertible note onvertible note |
CONVERTIBLE NOTE RELATED PARTY
CONVERTIBLE NOTE RELATED PARTY | 9 Months Ended |
Sep. 30, 2017 | |
Long-term Debt, Unclassified [Abstract] | |
CONVERTIBLE NOTE RELATED PARTY | 13. CONVERTIBLE NOTE – RELATED PARTY Convertible notes – related party at September 30, 2017, and December 31, 2016, are comprised of the following: September 30, December 31, 2017 2016 12% Convertible secured note $ 530 $ 530 Less: Unamortized debt discounts (355 ) (484 ) Unamortized financing cost (9 ) (12 ) Convertible note – related party, net of debt discounts and financing cost $ 166 $ 34 On October 21, 2016, the Company entered into a 12% convertible secured note (the “Convertible Note” “OID” The Convertible Note contains standard and customary events of default including, but not limited to, failure to make payments when due under the Convertible Note agreement and bankruptcy or insolvency of the Company. Upon 30 days’ notice, the Company has the right to prepay the Convertible Note. In addition, provided that the closing price for a share of the Company’s common stock exceeds $3.00 per share for 30 consecutive trading days, the Company has the right to compel the noteholder to convert the principal amount into shares of common stock at the contractual conversion price As additional consideration, the investor received a three-year warrant to purchase 265,000 shares of common stock, at an exercise price of $0.80 per share, and a three-year warrant to purchase 265,000 shares of common stock, at an exercise price of $0.90 per share (collectively the “Convertible Note Warrants” Convertible Note The beneficial conversion feature ( “BCF” Convertible Note 470, De Convertible Note Convertible Note In aggregate, the Company recorded debt discount in the amount of $518 based on the relative fair values of the Convertible Note Warrants of $159, BCF of $329 and OID of $30. The debt discount is being amortized as non-cash interest expense over the term of the debt. In addition, the Company incurred $13 of debt issuance costs which are also being amortized as non-cash interest expense over the term of the debt. During the three and nine months ended September 30, 2017, non-cash interest expense of $44 and $129, respectively, was recorded from the amortization of debt discounts and debt financing cost. As of September 30, 2017 and December 31, 2016, accrued interest on the Convertible Note was $16 and $12, respectively. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2017 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 14. STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 2,000,000 shares of Preferred Stock with no par value. The Board of Directors has designated 500,000 shares of its Preferred Stock as Series A cumulative Redeemable Convertible Preferred shares (the “Series A Preferred Stock” Convertible Preferred Stock (the “Series B Preferred Stock” Convertible Preferred Stock (the “Series C Preferred Stock” Convertible Preferred Stock (the “Series D Preferred Stock” Convertible Preferred Stock (the “Series E Preferred Stock” As of September 30, 2017, there were 100,000 shares of Series B Preferred Stock, 455,002 shares of Series C Preferred Stock, 378,776 shares of Series D Preferred Stock, 10,000 shares of Series E Preferred Stock issued and outstanding and no other shares of Preferred Stock were issued or outstanding. As of December 31, 2016, there were no shares of Preferred Stock issued or outstanding. Series B Preferred Stock On March 9, 2017, the Company entered into a Preferred Stock Purchase Agreement with Philou, a related party. Pursuant to the terms of the Preferred Stock Purchase Agreement, Philou may invest up to $5,000 in the Company through the purchase of Series B Preferred Stock over the term of 36 months. Each share of Series B Preferred Stock has a stated value of $10.00 per share. Each share of Series B Preferred Stock may be convertible at the holder’s option into shares of common stock of the Company at a conversion rate of $0.70 per share, upon the earlier to occur of: (i) 60 months from the closing date, or (ii) upon the filing by the Company of one or more periodic reports that, singly or collectively, evidence(s) that the Company’s gross revenues have reached no less than $10,000 in the aggregate, on a consolidated reporting basis, over four consecutive quarters in accordance with U.S. GAAP. The conversion price will be subject to standard anti-dilution provisions in connection with any stock split, stock dividend, subdivision or similar reclassification of the common stock. Each share of Series B Preferred Stock shall have the right to receive dividends equal to one ten millionth (0.0000001) of earnings before interest, taxes, depreciation, amortization and stock-based compensation ( “EBITDAS” At such time as (i) all shares of common stock issuable upon conversion of all outstanding shares of Series B Preferred Stock (the “Conversion Shares” In addition, for each share of Series B Preferred Stock purchased, Philou will receive warrants to purchase shares of common stock in a number equal to the stated value of each share of Series B Preferred Stock purchased divided by $0.70, at an exercise price equal to $0.70 per share of common stock. The warrants do not require a net cash-settlement or provide the holder with a choice of net-cash settlement. The warrants also do not contain a variable settlement provision. Accordingly, any warrants issued to Philou pursuant to the terms of the Preferred Stock Purchase Agreement shall be classified as equity instruments. Further, Philou shall have the right to participate in the Company’s future financings under substantially the same terms and conditions as other investors in those respective financings in order to maintain its then percentage ownership interest in the Company. Philou’s right to participate in such financings shall accrue and accumulate provided that it still owns at least 100,000 shares of Series B Preferred Stock. Between March 24, 2017 and June 2, 2017, Philou purchased 1,000,000 shares of Series B Preferred Stock pursuant to the Preferred Stock Purchase Agreement in consideration of the cancellation of the Company debt due to an affiliate of Philou in the amount of $250 and cash of $750. In addition, Philou received warrants to purchase 1,428,572 shares of common stock at an exercise price of $0.70 per share of common stock, which have been classified as equity instruments. The Company determined that the estimated relative fair value of these warrants, which are classified as equity, was $401 using the Black-Scholes option pricing model. Since the warrants were classified as equity securities, the Company allocated the $1,000 purchase price based on the relative fair values of the Series B Preferred Stock and the warrants following the guidance in ASC No. 470, Debt The Series B Convertible Preferred Stock is convertible at any time, in whole or in part, at the option of Philou, into shares of common stock at a fixed conversion price, which is subject to adjustment for stock splits, stock dividends, combinations or similar events, of $0.70 per share. As the effective conversion price of the Series B Convertible Preferred Stock on a converted basis was below the market price of the Company’s common stock on the date of issuance, it was determined that these discounts represent contingent beneficial conversion features, which were valued at $265 based on the difference between the effective conversion price and the market price of the Company’s common stock on the date of issuance. The Company, however, is prohibited from issuing shares of common stock pursuant to the Series B Convertible Preferred Stock unless stockholder approval of such issuance of securities is obtained as required by applicable NYSE MKT listing rules. The Company has not yet received stockholder approval of such share issuances. This provision resulted in a contingent beneficial conversion feature that shall be recognized once the contingency is resolved. These features are analogous to preference dividends and shall be recorded as a non-cash return to preferred shareholders through accumulated deficit upon resolution of the contingency. Series C Preferred Stock Between May 24, 2017 and June 19, 2017, Digital Power entered into subscription agreements (the “Series C Subscription Agreement” “Series C Investors” Each share of Series C Preferred Stock has a stated value of $2.40 per share. Each share of Series C Preferred Stock may be convertible at the holder’s option into shares of Common Stock of the Company at a conversion price of $0.60 per share, which, currently, represents four shares of Common Stock. The conversion price is subject to standard anti-dilution provisions in connection with any stock split, stock dividend, subdivision or similar reclassification of the Common Stock. Each share of Series C Preferred stock is mandatorily converted into shares of Common Stock based on the then conversion price in effect in the event that the Company’s Common Stock closing price exceeds $1.20 per share for 20 consecutive trading days. As the effective conversion price of the Series C Convertible Preferred Stock on a converted basis was below the market price of the Company’s common stock on the date of issuance, it was determined that these discounts represent beneficial conversion features, which were valued at $371 and recognized as a deemed dividend, based on the difference between the effective conversion price and the market price of the Company’s common stock on the date of issuance. Each share of Series C Preferred Stock has the right to receive dividends equal $0.24 per share per annum as declared by the Company’s Board of Directors. The dividends will be paid on a quarterly basis on the 20th day following each calendar quarter. Each share of Series C Preferred Stock shall have dividend and liquidation rights in priority to any shares of Common Stock, the Company’s Series A Preferred Stock (of which none are outstanding) and any other subordinated securities; but shall be subordinated to any senior securities including the Company’s Series B Preferred Stock. Each share of Series C Preferred Stock is subject to redemption by the Company for the stated value plus accrued but unpaid dividends five years after issuance, provided the holders of Series C Preferred Stock had not elected previously to convert the Series C Preferred Stock into shares of Common Stock. Series D Preferred Stock On June 2, 2017, pursuant to the terms of the Share Exchange Agreement, the Company acquired 1,603,434 shares of the issued and outstanding common stock of Microphase Common Stock in exchange for the issuance by the Company of 1,842,448 shares of the Company’s Common Stock and 378,776 shares of the Company’s Series D Preferred Stock, no par value per share, In the event the Company shall liquidate, dissolve or wind up, the holders of Series D Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of the Common Stock, the Company’s Series A Preferred Stock, or to the holders of any other junior series of preferred stock, by reason of their ownership thereof and subject to the rights of the Company’s Series B Preferred Stock, Series C Preferred Stock and any other class or series of Company stock subsequently issued that ranks senior to the Series D Preferred Stock, an amount per share in cash or equivalent value in securities or other consideration equal to its Stated Value of $0.01 per share. The holders of Series D Preferred Stock shall not be entitled to receive dividends and shall have no voting rights except as otherwise required by law. Upon the shareholders of DPW Common Stock approving the conversion of the Series D Preferred Stock into shares of DPW Common Stock in connection with the acquisition of MPC Common Stock and for purposes of compliance with Rule 713 of the NYSE MKT, then each share of Series D Preferred Stock shall automatically be converted into two shares of DPW Common Stock, for an aggregate of 757,552 shares of DPW Common Stock. Series E Preferred Stock On June 2, 2017, pursuant to the terms of the Share Exchange Agreement and in consideration of legal services, Microphase issued a $450 8% promissory note with a maturity date of November 25, 2017 to an unsecured creditor, Lucosky Brookman, LLP (the “Lucosky Note” no par value per share, equal to forty-five dollars ($45.00) per share The Company, at its option, may redeem for cash, in whole or in part, at any time and from time to time, the shares of Series E Preferred Stock at the time outstanding, upon written notice to the holder of the shares, at a cash redemption price equal to $45 multiplied by the number of shares being redeemed. Any such optional redemption by the Company shall be credited against the Lucosky Note. In the event the Company shall liquidate, dissolve or wind up, the holders of Series E Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of the DPW Common Stock, the Company’s Series A Preferred Stock, or to the holders of any other junior series of preferred stock, by reason of their ownership thereof and subject to the rights of the Company’s Series B Preferred Stock, Series C Preferred Stock and any other class or series of Company stock subsequently issued that ranks senior to the Series E Preferred Stock an amount per share in cash or equivalent value in securities or other consideration equal to $0.01 per share. The holders of Series E Preferred Stock shall not be entitled to receive dividends and shall have no voting rights except as otherwise required by law. Subject to the shareholders of DPW Common Stock of the Company approving the conversion of the Series E Preferred Stock into shares of Common Stock in connection with the acquisition of MPC Common Stock and for purposes of compliance with Rule 713 of the NYSE MKT, then each share of Series E Preferred Stock may be converted into sixty (60) shares of DPW Common Stock, for an aggregate of 600,000 shares of DPW Common Stock. Common Stock Common stock confers upon the holders the rights to receive notice to participate and vote in the general meeting of shareholders of the Company, to receive dividends, if and when declared, and to participate in a distribution of surplus of assets upon liquidation of the Company. On November 15, 2016, the Company entered into subscription agreements (the “2016 Subscription Agreements” The 2016 Subscription Agreement provides that, until November 15, 2017, investors who purchased at least $100,000 have the right to participate in the purchase of up to 50% of the securities offered by the Company in any future financing transactions, with limited exceptions. The Nov. 2016 Warrants entitle the holders to purchase, in the aggregate, up to 901,666 shares of Common Stock at an exercise price of $0.80 per share for a period of three years. The Nov. 2016 Warrants are exercisable upon the six-month anniversary of the issuance date. The exercise price of the Nov. 2016 Warrants is subject to adjustment for stock splits, stock dividends, combinations and other standard anti-dilution events. The Nov. 2016 Warrants may be exercised for cash or, upon the failure to maintain an effective registration statement, on a cashless basis. Between February 16, 2017 and February 23, 2017, the Company issued 666,667 shares of its common stock, an extinguishment price of $0.60 per share, for the cancellation of $400 in demand promissory notes. On March 8, 2017, the Company issued an aggregate of 12,549 shares of its common stock as payment for services to a consultant. The shares were valued at $10, an average of $0.80 per share On March 15, 2017, Company entered into a subscription agreement with a related party for the sale of 500,000 shares of common stock at $0.60 per share for the aggregate purchase price of $300. On April 5, 2017, the Company issued 360,002 shares of its common stock, at a price of $0.75 per share, for the cancellation of $270 in demand promissory notes. Between May 9, 2017 and June 18, 2017, the Company issued an aggregate of 956,153 shares of its common stock as payment for services to its consultant. The shares were valued at $498, an average of $0.52 per share. On June 28, 2017, the Company issued 189,091 shares of its common stock, at a price of $0.55 per share, for the cancellation of a 7% convertible promissory note in the principal amount of $104. On June 28, 2017, the holders of $55 of in short-term loans agreed to cancel their notes for the purchase of 100,001 shares of the Digital Power’s common stock at a price of $0.55 per share. On July 7, 2017, the Company entered into an asset purchase agreement to acquire the intellectual property of Coolisys.com, consisting of the common law rights associated with the trademarks and name as well as the domain name and content of www.Coolisys.com based on the closing price of the Common Stock on the date of the acquisition, On July 24, 2017, we entered into subscription agreements with six investors, and on July 25, 2017 we entered into securities purchase agreements (the “Securities Purchase Agreement” In a concurrent private placement, we sold to the institutional investor warrants to purchase an aggregate of 163,636 shares of the Company’s common stock at an exercise price equal to $0.55 per share. On July 28, 2017, we entered into an exchange agreement with an institutional investor who was the owner of (i) a 7% Convertible Note in the principal amount of $125 and a warrant dated April 17, 2017 to purchase 83,334 shares of our common stock at $0.90. Under the terms of the exchange agreement, we agreed to exchange the 7% Convertible Note for three new promissory notes in the principal amounts of $110 due August 1, 2017; $35 due August 1, 2017; and $34 due August 8, 2017 (individually an Exchange Note and collectively the Exchange Notes) and to exchange the prior warrant for a new warrant to purchase 83,334 shares of common stock at $0.55 per share. Concurrent with entering into this exchange agreement, the institutional investor entered into a subscription agreement under which we issued and sold in a registered direct offering 200,000 shares of common stock at $0.55 per share for an aggregate purchase price of $110. The 200,000 shares of common stock were purchased through the cancellation of the Exchange Note in the principal amount of $110. In addition, in a concurrent private placement, the institutional investor entered into a separate securities purchase agreement under which we issued and sold 63,600 shares of common stock at $0.55 per share for an aggregate of purchase price of $35. The 63,600 shares of common stock were purchased through the cancellation of the Exchange Note in the principal amount of $35. Further, we issued a warrant to purchase 120,000 shares of common stock at $0.55 per share. Between August 21, 2017 and September 5, 2017, the Company issued an aggregate of 680,645 shares of its common stock as payment for services to its consultant. The shares were valued at $424, an average of $0.62 per share. |
RELATED PARTY TRANSACTION
RELATED PARTY TRANSACTION | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTION | 15. RELATED PARTY TRANSACTION a. In anticipation of the acquisition of MTIX Ltd., an advanced materials and processing technology company located in Huddersfield, West Yorkshire, UK ( “MTIX” Subject to adjustment, AVLP . . On September 6, 2017, the Company and AVLP entered into a Loan and Security Agreement ( “AVLP Loan Agreement” “New Note” During the nine months ended September 30, 2017, the Company invested $2,682 pursuant to During the three months ended December 31, 2016, the Company invested $950 pursuant to the AVLP Loan Agreement and acquired 250,900 shares of AVLP common stock in the open market for $85. Philou is AVLP’s controlling shareholder. Mr. Ault is Chairman of AVLP’s Board of Directors and the Executive Chairman of the Company’s Board of Directors. Mr. William B. Horne is the Chief Financial Officer of AVLP and also the audit committee chairman of the Company. On October 24, 2016, AVLP entered into a letter of intent to acquire MTIX and made an initial payment of $50 towards the purchase. On August 22, 2017, pursuant to the terms of a Share Exchange Agreement dated as of March 3, 2017, and as amended on July 13, 2017 and August 21, 2017 (the “Exchange Agreement” “MTIX” Sellers “MTIX Shares” “Exchange” “Note” “Notes” “Class B Shares” “Majority Shareholder” On the closing date, the fully-diluted AVLP shares shall be approximately 52 million shares of common stock, assuming that (i) the MTIX promissory notes are convertible into shares of AVLP common stock at a conversion price of $0.50 per share, (ii) the shares of AVLP Class B Convertible Preferred Stock are convertible into shares of AVLP common stock at a conversion rate of $0.50 per share and (iii) the issuance of stock options to purchase an aggregate of 531,919 shares of AVLP common stock to the members of the MTIX management group. During March 2017, the Company was awarded a 3-year, $50 million purchase order by MTIX to manufacture, install and service the MLSE plasma-laser system. b. On September 22, 2016, the Company entered into consulting agreement with Mr. Ault to assist the Company in developing a business strategy, identifying new business opportunities, developing a capital raising program and implementing of a capital deployment program. For his services, Mr. Ault was paid $135 during the nine months ended September 30, 2017. c. On October 21, 2016, the Company entered into a 12% convertible secured note in the principal amount of $530 and warrants with the Barry Blank Living Trust, an existing stockholder of the Company, for $500 due on October 20, 2019. The principal amount of the 12% convertible secured note may be convertible into shares of the Company’s common stock at $0.55 per share. Subject to certain beneficial ownership limitations, the Barry Blank Living Trust may convert the principal amount of the convertible note at any time into common stock. During the nine months ended September 30, 2017 the Company recorded interest expenses of $48 on the convertible note obligation. d. On December 29, 2016, the Company received a $250 short term loan from MCKEA. Kristine Ault, a director of the Company and the wife of Mr. Ault, is the managing member of MCKEA which, in turn, is the Manager of Philou, the majority stockholder of the Company. On March 24, 2017, the $250 loan was cancelled in consideration for the issuance of 25,000 shares of Series B preferred stock of the Company to Philou. During the nine months ended September 30, 2017 the Company recorded interest expenses of $3 on the e. In February 2017, the Company issued to eight accredited investors f. On March 9, 2017, the Company entered into a Preferred Stock Purchase Agreement with Philou. Pursuant to the terms of the Preferred Stock Purchase Agreement, Philou may invest up to $5,000 in the Company through the purchase of Series B Preferred Stock over 36 months. Between March 24, 2017 and June 2, 2017, Philou purchased 100,000 shares of Series B Preferred Stock pursuant to the terms of the Preferred Stock Purchase Agreement. g. On March 15, 2017, Company entered into a subscription agreement with a related party for the sale of 500,000 shares of common stock at $0.60 per share for the aggregate purchase price of $300. h. On March 20, 2017, the Company received a $250 short term loan from JLA Realty, an entity which owns 666,667 shares of the Company’s common stock, constituting approximately 4.7% of the Company’s outstanding shares of common stock at September 30, 2017, on behalf of Philou. The proceeds from this short-term loan comprised a portion of Philou’s purchase of Series B Preferred Stock. i. Between May 5, 2017 and June 30, 2017, the Company received additional short-term loans of $140 from four accredited investors of which $75 was from the Company’s corporate counsel, a related party. As additional consideration, the investors received five-year warrants to purchase 224,371 shares of common stock at a weighted average exercise price of $0.77 per share.On June 28, 2017, $52 in short-term loans that was received from the related party was converted into one of the Series C Units (See Note 10) and on July 24, 2017, the remaining $23 in short-term loans was converted in 41,818 shares of the Company’s common stock in conjunction with the subscription agreements that the Company entered into with six investors (See Note 14). j. Between July 6, 2017 and September 30, 2017, Milton C. Ault, III, the Company’s Executive Chairman, personally guaranteed the repayment of (i) $2,585 to TVT Capital, (ii) $400 from the sale of the Convertible Note and (iii) $880 from the sale of the Convertible Notes. These personal guarantees were necessary to facilitate the consummation of these financing transactions. Mr. Ault’s payment obligations would be triggered if the Company failed to perform under these financing obligations. Our board of directors has agreed to compensate Mr. Ault for his personal guarantees. The amount of annual compensation for each of these guarantees, which will be in the form of non-cash compensation, is approximately 2% of the amount of the obligation. k. During the three months ended June 30, 2017, our Chief Executive Officer Amos Kohn purchased certain real property that will serve as a facility for the Company’s business operations in Israel. The Company made $300 of payments to the seller of the property that will be applied to either (i) an ownership interest, that would be transferred to the Company upon the approval of certain governmental authorities that authorize foreign ownership of real property in Israel or (ii) a leasing arrangement providing for the Company’s use of the property should such authorization not be obtained. The payments are classified as Other investments, related party l. During the three and nine months ended September 30, 2017, DP Lending made loans to related parties of $54. The loans were made to Alzamend Neuro, Inc. ( “Alzamend” Restaurant Capital Group, LLC, a wholly-owned subsidiary of AVLP, “Cross Click” Other investments, related party AVLP is a party to a “Alzamend” |
SEGMENT CUSTOMERS AND GEOGRAPHI
SEGMENT CUSTOMERS AND GEOGRAPHICAL INFORMATION | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT CUSTOMERS AND GEOGRAPHICAL INFORMATION | 16. SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION The Company has two reportable geographic segments; see Note 1 for a brief description of the Company’s business. The following data presents the revenues, expenditures and other operating data of the Company’s geographic operating segments and presented in accordance with ASC No. 280. Nine months ended September 30, 2017 (unaudited) DPC DPL Eliminations Total Revenues $ 5,206 $ 1,464 $ — $ 6,670 Inter-segment revenues $ 43 $ — $ (43 ) $ — Total revenues $ 5,249 $ 1,464 $ (43 ) $ 6,670 Depreciation and amortization expense $ 75 $ 53 $ — $ 128 Loss from operations $ (3,277 ) $ (272 ) $ — $ (3,549 ) Interest expense, net $ (1,367 ) Net loss attributable to non-controlling interest $ 216 Net loss attributable to Digital Power Corp $ (4,700 ) Capital expenditures for segment assets, as Sept. 30, 2017 $ 8 $ 13 $ — $ 21 Identifiable assets as of September 30, 2017 $ 12,315 1,666 $ — $ 13,981 Nine months ended September 30, 2016 (unaudited) DPC DPL Eliminations Total Revenues $ 3,408 $ 2,195 $ — $ 5,603 Inter-segment revenues $ 89 $ — $ (89 ) $ — Total revenues $ 3,497 $ 2,195 $ (89 ) $ 5,603 Depreciation and amortization expense $ 57 $ 66 $ — $ 123 Loss from operations $ (147 ) $ (125 ) $ — $ (272 ) Interest income, net $ 85 Income tax benefit $ 22 Net loss $ (165 ) Capital expenditures for segment assets, as of Sept. 30, 2016 $ 23 $ 51 $ — $ 74 Identifiable assets as of September 30, 2016 $ 2,084 $ 2,371 $ — $ 4,455 Three months ended September 30, 2017 (unaudited) DPC DPL Eliminations Total Revenues $ 2,877 $ 343 $ — $ 3,220 Inter-segment revenues $ 6 $ — $ (6 ) $ — Total revenues $ 2,883 $ 343 $ (6 ) $ 3,220 Depreciation and amortization expense $ 32 $ 16 $ — $ 48 Loss from operations $ (1,137 ) $ (181 ) $ — $ (1,318 ) Interest expense, net $ (753 ) Net loss attributable to non-controlling interest $ 104 Net income (loss) $ (1,967 ) Capital expenditures for segment assets, as of Sept. 30, 2017 $ - $ - $ — $ - Identifiable assets as of September 30, 2017 $ 12,315 $ 1,666 $ — $ 13,981 Three months ended September 30, 2016 (unaudited) DPC DPL Eliminations Total Revenues $ 1,248 $ 578 $ — $ 1,826 Inter-segment revenues $ 27 $ — $ (27 ) $ — Total revenues $ 1,275 $ 578 $ (27 ) $ 1,826 Depreciation and amortization expense $ 19 $ 21 $ — $ 40 Income (loss) from operations $ 34 $ (117 ) $ — $ (83 ) Interest income, net $ 23 Income tax benefit $ 22 Net income (loss) $ (38 ) Capital expenditures for segment assets, as of September 30, $ — $ 4 $ — $ 4 Identifiable assets as of September 30, 2016 $ 2,084 $ 2,371 $ — $ 4,455 The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: For the three months ended Sept. 30, 2017 For the nine months ended Sept. 30, 2017 Total Revenues Total Revenues by Major Percentage of by Major Percentage of Customers Total Company Customers Total Company (in thousands) Revenues (in thousands) Revenues Customer A $ 433 13 % $ 1,062 16 % For the three months ended Sept. 30, 2016 For the nine months ended Sept. 30, 2016 Total Revenues Total Revenues by Major Percentage of by Major Percentage of Customers Total Company Customers Total Company (in thousands) Revenues (in thousands) Revenues Customer A $ 407 22 % $ 1,176 21 % Customer B $ 253 14 % $ — — Customer C $ 196 11 % $ — — Revenue from Customer A and B were attributable to Digital Power and revenue from Customer C attributable to DP Limited. For the three and nine months ended September 30, 2017 and 2016, total revenues from external customers divided on the basis of the Company’s product lines are as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 Revenues: Commercial products $ 1,342 $ 1,505 $ 3,362 $ 3,971 Defense products 1,878 321 3,308 1,632 Total revenues $ 3,220 $ 1,826 $ 6,670 $ 5,603 Financial data relating to geographic areas: The Company’s total revenues are attributed to geographic areas based on the location. The following table presents total revenues for the three and nine months ended September 30, 2017 and 2016. Other than as shown, no foreign country contributed materially to revenues or long-lived assets for these periods: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 Revenues: North America $ 2,671 $ 1,125 $ 4,746 $ 3,128 Europe 342 314 1,244 1,548 South Korea 3 196 223 499 Other 204 191 457 428 Total revenues $ 3,220 $ 1,826 $ 6,670 $ 5,603 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS In accordance with FASB ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2017 and has determined that it does not have any material subsequent events to disclose in these financial statements except for the following. Common Stock On October 4, 2017, the Company entered into a Securities Purchase Agreement to sell 75,000 shares of common stock and warrants to purchase 75,000 shares of common stock at $0.60 per share to Ault & Company for $50. Mr. Ault is the Chairman and majority shareholder of Ault & Company. On October 18, 2017, the Company entered into subscription agreements with five investors, under which we agreed to issue and sell in the aggregate 452,239 shares of common stock to the investors at $0.67 per share for an aggregate purchase price of $303. $75 of the purchase price was paid in cash and $228 was paid through the cancellation of debt incurred by the Company, of which $93 was from a related party. On November 7, 2017, the Company entered into subscription agreements with investors under which the Company agreed to issue and sell in the aggregate 725,000 shares of common stock to the investors at $0.60 per share for an aggregate purchase price of $435. $180 of the aggregate purchase price was paid in cash and $255 was paid through the cancellation of debt incurred by the Company. October 3, 2017, the Company issued an aggregate of 490,000 shares of its common stock as payment for services to its consultant. The shares were valued at $265, an average of $0.54 per share. Advance on Future Receipts On October 17, 2017, the Company and Microphase, entered into an Agreement for the Purchase and Sale of Future Receipts with TVT Capital LLC pursuant to which the Company and Microphase collectively sold in the aggregate $834 in Future Receipts of the Company and Microphase for $600. Under the terms of the agreement, the Company and Microphase will be obligated to pay $21 in the aggregate on a weekly basis until the purchase price of $834, has been paid in full. In connection with entering into the agreement, the Company and Microphase collectively paid a $30 origination fee. In addition, the purchase price of $834 has been personally guaranteed by Milton Ault, III, the Company’s Executive Chairman. On November 1, 2017, the Company and Libertas Funding LLC ( “Libertas” On November 1, 2017, the Company entered into an Agreement for the Purchase and Sale of Future Receipts with TVT pursuant to which the Company sold up to $223 in Future Receipts of the Company for $150. If the Company pays TVT by January 3, 2018, the purchased amount will be discounted to $177. Until that date, no specific payment schedules are required. After January 3, 2018, if the Company has not paid the $177, the Company agrees to pay an aggregate amount of $223 under the following terms. The Company will be obligated to pay $13 on a weekly basis until the purchase price of $223 has been paid in full. The Agreement also includes warrants to purchase 75,000 shares of the Company’s common stock at an exercise price of $0.725 per share. In addition, the purchase price of $150 has been personally guaranteed by Mr. Ault. Convertible Debentures On November 2, 2017, Digital Power entered into a Securities Purchase Agreement (the “Nov. Purchase Agreement” “Purchaser” “Restricted Shares” “First Convertible Debenture” “Second Convertible Debenture” “Convertible Debentures” 10% Original Issue Discount Convertible Debentures The Convertible Debentures have a term of eight months, bear interest at 5% per year and the principal of the Convertible Debentures and interest earned thereon may be converted into shares of common stock at $0.60 per share, subject to adjustments for lower priced issuances, stock splits, stock dividends, combinations or similar events. In the event that the Company consummates any debt or equity financing with gross proceeds to the Company equal to or greater than $7,500, then the Company shall prepay to the holder in cash 110% of the outstanding principal amounts of the Convertible Debentures and any accrued and unpaid interest if the closing of such transaction occurs within ninety days from the original issue date of a debenture, and the Company shall prepay to the holder in cash 115% of the outstanding principal amounts of the Convertible Debentures and any accrued and unpaid interest if the closing of such transaction occurs between 91 days from the original issue date and the maturity date of the Convertible Debenture. The Company has the option to prepay all amounts owed under the Convertible Debentures in cash at a rate of 110% within 90 days from the original issue date and 115% from 91 days from the original issue date through the maturity date. Registration Rights Agreement In connection with the Nov. Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement” th Warrant Issued to Financial Advisor In connection with the transactions contemplated by the Nov. Purchase Agreement, on November 2, the Company paid to Aegis Capital Corp. ( “Aegis” Loan and Security Agreement with I.AM, Inc. On November 1, 2017, the Company and I.AM, Inc. ( “I.AM “Loan Agreement” |
BASIS OF PRESENTATION AND SIG23
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Digital Power, its wholly-owned subsidiaries, DP Limited, Coolisys, Power-Plus and DP Lending and its majority-owned subsidiary, Microphase. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Accounting Estimates | Accounting Estimates The preparation of financial statements, in conformity with GAAP, requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include acquisition accounting, fair value of certain financial instruments, reserve for trade receivables and inventories, carrying amounts of investments, accruals of certain liabilities including product warranties, and deferred income taxes and related valuation allowance. |
Investments in Debt and Equity Securities | Investments in Debt and Equity Securities The Company classifies its investments in Avalanche International, Corp ( “AVLP” Investment in Debt and Equity Securities “ASC No. 320” Investment – Other “ASC No. 325” |
Revenue Recognition | Revenue Recognition The Company generates revenues from the sale of its products through a direct and indirect sales force. Revenues from products are recognized in accordance with ASC No. 605, Revenue Recognition |
Warranty | Warranty The Company offers a warranty period for all its products. Warranty periods range from one to two years depending on the product. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company's warranty liability include the number of units sold, historical rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary. As of September 30, 2017 and December 31, 2016, the Company’s accrued warranty liability was $86. |
Common Stock Purchase Warrants and Other Derivative Financial Instruments | Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies common stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company determined that certain freestanding derivatives, which principally consist of issuance of warrants to purchase shares of common in connection with convertible notes, units and to employees of the Company, satisfy the criteria for classification as equity instruments as these warrants do not contain cash settlement features or variable settlement provision that cause them to not be indexed to the Company’s own stock. |
Stock Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC No. 718, Compensation – Stock Compensation "ASC No. 718" The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC No. 505-50, Equity Based Payments to Non-Employees |
Convertible Instruments | Convertible Instruments The Company accounts for hybrid contracts that feature conversion options in accordance with ASC No. 815, Derivatives and Hedging Activities “ASC No. 815” Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company accounts for convertible instruments, when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, in accordance with ASC No. 470-20, Debt with Conversion and Other Options “ASC No. 470-20” |
Comprehensive Loss | Comprehensive Loss The Company reports comprehensive loss in accordance with ASC No. 220, Comprehensive Income |
Fair value of Financial Instruments | Fair value of Financial Instruments In accordance with ASC No. 820, Fair Value Measurements and Disclosures The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or model-derived valuations. All significant inputs used in our valuations are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities Level 2 inputs also include quoted prices that were adjusted for security-specific restrictions which are compared to output from internally developed models such as a discounted cash flow models. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments carried at cost, including cash and cash equivalents, trade receivables and trade receivable – related party, investments, notes receivable, trade payables and trade payables – related party approximate their fair value due to the short-term maturities of such instruments. As of September 30, 2017 and December 31, 2016, the fair value of the Company’s investments were $3,782 and $1,036, respectively, and were concentrated in debt and equity securities of AVLP, a related party (See Note 4), which are classified as available-for-sale investments. At September 30, 2017, the Company's investment in AVLP is comprised of convertible promissory notes of $3,670, net of unamortized discount, and marketable equity securities of $112. At December 31, 2016, the Company's investment in AVLP is comprised of convertible promissory notes of $952, net of unamortized discount, and marketable equity securities of $84. For investments in marketable equity securities, the Company took into consideration general market conditions, the duration and extent to which the fair value is below cost, and the Company’s ability and intent to hold the investment for a sufficient period of time to allow for recovery of value in the foreseeable future. As a result of this analysis, the Company has determined that its cost basis in AVLP equitable securities approximates the current fair value. Consistent with the guidance at ASC No. 835, the Company’s presumption is that the fair value of its convertible promissory notes in AVLP have a present value equivalent to the cash proceeds exchanged. Further, the discount shall be reported in the balance sheet as a direct deduction from the face amount of the convertible promissory notes. Thus, the Company has determined that the amortized cost of its convertible promissory notes approximates fair value and are subject to a periodic impairment review. The interest income, including amortization of the discount arising at acquisition, for the convertible promissory notes are included in earnings. In the future, if the Company does not expect to recover the entire amortized cost basis, the Company shall recognize other-than-temporary impairments in other comprehensive income (loss). During 2017, the Company purchased at the market shares of common stock of three companies for a total cost of $25. In accordance with ASC No. 320-10, these investments are accounted for pursuant to the fair value method based upon the closing market prices of common stock for these three companies at September 30, 2017. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurement at September 30, 2017 Total Level 1 Level 2 Level 3 Investments – AVLP – a related party $ 3,782 $ 112 $ 3,670 $ — Investments in other companies $ 25 $ 25 $ — $ — Fair Value Measurement at December 31, 2016 Total Level 1 Level 2 Level 3 Investments – AVLP – a related party $ 1,036 $ 84 $ 952 $ — We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market: ● Level 1 – inputs include quoted prices for identical instruments and are the most observable. ● Level 2 – inputs include quoted prices for similar assets and observable inputs such as interest rates, currency exchange rates and yield curves. ● Level 3 – inputs are not observable in the market and include management’s judgments about the assumptions market participants would use in pricing the asset or liability. |
Debt Discounts | Debt Discounts The Company accounts for debt discount according to ASC No. 470-20, Debt with Conversion and Other Options |
Net Loss per Share | Net Loss per Share Net loss per share is computed by dividing the net loss to common stockholders by the weighted average number of common shares outstanding. The calculation of the basic and diluted earnings per share is the same for all periods presented, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for all periods presented. The Company has included 317,460 warrants, with an exercise price of $.01, in its earnings per share calculation for the three and nine months ended September 30, 2017. Anti-dilutive securities consisted of the following at September 30, 2017 2016 Stock options 2,891,000 1,001,000 Warrants 10,233,199 — Convertible notes 3,157,576 — Conversion of preferred stock 4,606,131 — Total 20,887,906 1,001,000 At September 30, 2017, the 20,887,906 of potential common stock equivalents included 6,926,095 in warrants, convertible notes and preferred stock in which the holders are contractually prohibited from exercising or converting the warrants, convertible notes and preferred stock into shares of the Company’s common stock. The restriction shall remain until shareholder approval is received. Subsequent to September 30, 2017, the Company entered into agreements to issue an additional 2,017,239 shares of common stock and issued convertible notes and warrants that when exercised would result in the issuance of an additional 2,274,800 shares of common stock. As a result, on November 2, 2017, if all of the potential common stock equivalents in which there are no contractual restrictions upon exercise were converted into shares of the Company’s common stock it would exceed the Company’s authorized shares of common stock. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards The Company has considered all other recently issued accounting standards and does not believe the adoption of such standards will have a material impact on its condensed consolidated financial statements. |
BASIS OF PRESENTATION AND SIG24
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of fair value measurement | The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurement at September 30, 2017 Total Level 1 Level 2 Level 3 Investments – AVLP – a related party $ 3,782 $ 112 $ 3,670 $ — Investments in other companies $ 25 $ 25 $ — $ — Fair Value Measurement at December 31, 2016 Total Level 1 Level 2 Level 3 Investments – AVLP – a related party $ 1,036 $ 84 $ 952 $ — |
Schedule of Anti-dilutive securities | Anti-dilutive securities consisted of the following at September 30, 2017 2016 Stock options 2,891,000 1,001,000 Warrants 10,233,199 — Convertible notes 3,157,576 — Conversion of preferred stock 4,606,131 — Total 20,887,906 1,001,000 |
INVESTMENTS - RELATED PARTIES (
INVESTMENTS - RELATED PARTIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of investment | Investments in AVLP at September 30, 2017, and December 31, 2016, are comprised of the following: September 30, December 31, 2017 2016 Investment in convertible promissory note of AVLP $ 3,797 $ 997 Investment in common stock of AVLP 112 84 Total investment in AVLP P – Gross 3,909 1,081 Less: original issue discount (127 ) (45 ) Total investment in AVLP P – Net $ 3,782 $ 1,036 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of business combinations | Upon initial measurement, components of the purchase price are as follows: Microphase Power-Plus Cash and cash equivalents $ 11 $ 27 Accounts receivable 439 235 Inventories 667 241 Prepaid expenses and other current assets 139 2 Restricted cash 100 — Intangible assets 95 250 Property and equipment 93 23 Other investments 303 — Deposits and loans 44 — Accounts payable and accrued expenses (1,680 ) (392 ) Revolving credit facility (880 ) (210 ) Notes payable (2,204 ) — Notes payable, related parties (406 ) — Other current liabilities (327 ) — Net liabilities assumed/assets acquired (3,606 ) 176 Goodwill and other intangibles 6,002 488 Non-controlling interest (945 ) — Purchase price $ 1,451 $ 664 |
Schedule of the pro forma | The following pro forma data summarizes the results of operations for the periods indicated as if the Microphase and Power-Plus acquisitions had been completed as of the beginning of each period presented. The pro forma data gives effect to actual operating results prior to the acquisition. These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred as of the beginning of each period presented or that may be obtained in future periods: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Revenue $ 3,583 $ 3,751 $ 10,329 $ 12,692 Net loss $ (2,277 ) $ (711 ) $ (4,820 ) $ (1,742 ) Less: Net loss attributable to non-controlling interest 103 290 103 714 Net loss attributable to Digital Power Corp $ (2,144 ) $ (421 ) $ (4,717 ) $ (1,028 ) Preferred deemed dividends — — (319 ) — Preferred dividends (27 ) — (35 ) — Loss available to common shareholders $ (2,171 ) $ (421 ) $ (5,071 ) $ (1,028 ) Basic and diluted net loss per common share $ (0.14 ) $ (0.05 ) $ (0.40 ) $ (0.12 ) Basic and diluted weighted average common shares outstanding 15,587,988 8,618,419 12,727,396 8,618,419 Comprehensive Loss Loss available to common shareholders $ (2,171 ) $ (421 ) $ (5,071 ) $ (1,028 ) Other comprehensive income (loss) Change in net foreign currency translation adjustments 42 (55 ) 141 (265 ) Net unrealized gain (loss) on securities available-for- sale, net of income taxes (43 ) 186 (43 ) 204 Other comprehensive income (loss) (1 ) 131 98 (61 ) Total Comprehensive loss $ (2,172 ) $ (290 ) $ (4,973 ) $ (1,089 ) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of weighted average assumptions | During the nine months ended September 30, 2017, the Company estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted average assumptions: September 30, 2017 Weighted average risk free interest rate 1.73% — 2.14 % Weighted average life (in years) 5.0 Volatility 98.41% — 107.22 % Expected dividend yield 0 % Weighted average grant-date fair value per share of options granted $ 0.45 |
Schedule of options outstanding exercise price | The options outstanding as of September 30, 2017, have been classified by exercise price, as follows: Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $0.57 - $0.79 2,425,000 9.14 $ 0.66 1,249,167 $ 0.66 $1.10 - $1.32 25,000 6.10 $ 1.28 20,000 $ 1.27 $1.51 - $1.69 441,000 5.11 $ 1.61 378,500 $ 1.60 $0.57 - 1.69 2,891,000 8.50 $ 1.10 1,647,667 $ 0.88 |
Schedule of stock-based compensation expense | The total stock-based compensation expense related to stock options and restricted stock awards to the Company’s employees, consultants and directors, included in reported net loss Three Months Ended Nine Months Ended Sept. 30, 2017 Sept. 30, 2016 Sept. 30, 2017 Sept. 30, 2016 Cost of revenues $ 2 $ 1 $ 6 $ 5 Engineering and product development 6 1 20 3 Selling and marketing 8 5 18 13 General and administrative 349 35 1,017 108 Stock-based compensation from Plans 365 42 1,061 129 Stock-based compensation from issuances outside of Plans 152 — 208 — Total stock-based compensation $ 517 $ 42 $ 1,269 $ 129 |
Schedule of option activity under the company's stock option | A summary of option activity under the Company's stock option plans as of September 30, 2017, and changes during the nine months ended are as follows: Outstanding Options Weighted Weighted Average Shares Average Remaining Aggregate Available Number Exercise Contractual Intrinsic for Grant of Shares Price Life (years) Value December 31, 2016 3,247,630 2,331,000 $ 0.83 9.08 $ 0 Restricted stock awards (1,336,798 ) Grants (510,000 ) 560,000 $ 0.61 September 30, 2017 1,350,832 2,891,000 $ 0.81 8.50 $ 0 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Warrants | |
Schedule of common stock warrants outstanding | The following table summarizes information about common stock warrants outstanding at September 30, 2017: Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $0.01 317,460 9.09 $ 0.01 79,364 $ 0.01 $0.55 450,304 5.05 $ 0.55 — — $0.65 272,727 2.90 $ 0.65 — — $0.66 1,475,000 4.86 $ 0.66 1,475,000 $ 0.66 $0.70 2,428,571 4.92 $ 0.70 690,476 $ 0.70 $0.72 182,003 4.72 $ 0.72 — — $0.75 244,999 4.69 $ 0.75 — — $0.80 1,415,128 2.55 $ 0.80 1,166,666 $ 0.80 $0.90 445,002 3.05 $ 0.90 265,000 $ 0.90 $1.00 2,002,005 4.68 $ 1.00 — — $1.10 1,000,000 2.67 $ 1.10 — — $0.01 - 1.10 10,233,199 4.26 $ 0.79 3,676,506 $ 0.32 |
Schedule of option pricing | The Company utilized the Black-Scholes option pricing model and the assumptions used during the nine months ended September 30, 2017: September 30, 2017 Weighted average risk free interest rate 1.42% — 2.01 % Weighted average life (in years) 4.9 Volatility 98.5% — 107.5 % Expected dividend yield 0 % Weighted average grant-date fair value per share of warrants granted $ 0.41 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Payable Tables | |
Schedule of notes payble | Notes Payable at September 30, 2017, are comprised of the following. At December 31, 2016 the Company did not have any Notes Payable. September 30, 2017 10% short-term promissory notes (a) $ 705 Notes payable to Lucosky Brookman, LLP (b) 450 Notes payable to Wells Fargo (c) 304 Note payable to Department of Economic and Community Development (d) 298 Note payable to People's United Bank ( e) 19 Power-Plus Credit Facilities (f) 182 Note payable to Power-Plus Member (g) 255 Other short-term notes payable (h) 55 Total notes payable 2,268 Less: current portion (1,609 ) Notes payable – long-term portion $ 659 (a) In December 2016, Microphase issued $705 in 10% short-term promissory notes to nineteen accredited investors which, after deducting $71 of placement fees to its selling agent, Spartan Capital Securities, LLC ( “Spartan” “10% Short-Term Notes” “Loan Premium” (b) On June 2, 2017, pursuant to the terms of the Share Exchange Agreement and in consideration of legal services, Microphase issued a $450 8% promissory note with a maturity date of November 25, 2017 to Lucosky Brookman, LLP (the “Lucosky Note” “Series E Preferred Stock” The Company, at its option, may redeem for cash, in whole or in part, at any time and from time to time, the shares of Series E Preferred Stock at the time outstanding, upon written notice to the holder of the shares, at a cash redemption price equal to $45 multiplied by the number of shares being redeemed. Any such optional redemption by the Company shall be credited against the Lucosky Note. the Lucosky Note. Lucosky Note (c) At September 30, 2017, Microphase had guaranteed the repayment of two equity lines of credit in the aggregate amount of $304 with Wells Fargo Bank, NA ( “Wells Fargo” “Wells Fargo Notes” (d) In August 2016, Microphase received a $300 loan, of which $2 has been repaid, pursuant to the State of Connecticut Small Business Express Job Creation Incentive Program which is administered through the Department of Economic and Community Development ( “DECD” “DECD Note” (e) In December 2016, Microphase utilized a $20 overdraft credit line at People’s United Bank with an annual interest rate of 15%. As of September 30, 2017, the balance of that overdraft credit line was $19. (f) At September 30, 2017, Power-Plus had guaranteed the repayment of two lines of credit in the aggregate amount of $182 with Bank of America NA ( “B of A” “Power-Plus Lines” (g) Pursuant to the terms of the Purchase Agreement with Power-Plus, the Company entered into a two-year promissory note in the amount of $255 payable to the former owner as part of the purchase consideration. The $255 note is payable in 24 equal monthly installments. (h) Between May 5, 2017 and September 30, 2017, the Company received additional short-term loans of $215 from five accredited investors, of which $75 was from the Company’s corporate counsel, a related party. As additional consideration, the investors received five-year warrants to purchase 224,371 shares of common stock at a weighted average exercise price of $0.77 per share. The warrants are exercisable commencing six months after the issuance date and are subject to certain beneficial ownership limitations. The exercise price of these warrants is subject to adjustment for customary stock splits, stock dividends, combinations and other standard anti-dilution events. The warrants may be exercised for cash or on a cashless basis. During the quarter ended June 30, 2017, the Company recorded debt discount in the amount of $95 based on the estimated fair value of these warrants. The Company computed the fair value of these warrants using the Black-Scholes option pricing model. As a result of the short-term feature of these loans and advances, the debt discount was amortized as non-cash interest expense upon issuance of the warrants using the effective interest method. |
NOTES PAYABLE RELATED PARTIES (
NOTES PAYABLE RELATED PARTIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Payable Related Parties Tables | |
Schedule of notes payable related parties | Notes Payable – Related parties at September 30, 2017, and December 31, 2016, are comprised of the following: September 30, December 31, 2017 2016 Notes payable to MCKEA Holdings, LLC (a) $ — $ 250 Notes payable to former officer and employee (b) 406 — Total notes payable 406 250 Less: current portion (274 ) — Notes payable – long-term portion $ 132 $ 250 (a) On December 29, 2016, the Company entered into an agreement with (“MCKEA” , a director and the wife of Milton C. Ault III, Executive , is the manager and owner of MCKEA, for a demand promissory note (The “MCKEA Note” , the MCKEA Note was cancelled to purchase the Company’s (b) Microphase is a party to several notes payable agreements with seven of its past officers, employees and their family members. As of September 30, 2017, the aggregate outstanding balance pursuant to these notes payable agreements, inclusive of $87 of accrued interest, was $493, with annual interest rates ranging between 3.00% and 6.00%. During the three months ended September 30, 2017 and the period June 3, 2017 to September 30, 2017, Microphase incurred $7 of interest on these notes payable agreements. In July 2016, one of these noteholders initiated litigation to collect the balance owed under the terms of his respective agreement. At September 30, 2017, the outstanding principal balance and accrued interest owed under this particular agreement was $162. |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of convertable notes | Convertible notes at September 30, 2017, are comprised of the following. At December 31, 2016 the Company did not have any Convertible Notes. September 30, 2017 10% Convertible secured notes $ 880 12% Convertible secured note 400 Total convertible notes payable 1,280 Less: Unamortized debt discounts (726 ) Unamortized financing cost (89 ) Total convertible notes payable, net of debt discounts and financing cost $ 465 |
CONVERTIBLE NOTE RELATED PARTY
CONVERTIBLE NOTE RELATED PARTY (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of convertable note related party | Convertible notes – related party at September 30, 2017, and December 31, 2016, are comprised of the following: September 30, December 31, 2017 2016 12% Convertible secured note $ 530 $ 530 Less: Unamortized debt discounts (355 ) (484 ) Unamortized financing cost (9 ) (12 ) Convertible note – related party, net of debt discounts and financing cost $ 166 $ 34 |
SEGMENT CUSTOMERS AND GEOGRAP33
SEGMENT CUSTOMERS AND GEOGRAPHICAL INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of geographic operating segments | The following data presents the revenues, expenditures and other operating data of the Company’s geographic operating segments and presented in accordance with ASC No. 280. Nine months ended September 30, 2017 (unaudited) DPC DPL Eliminations Total Revenues $ 5,206 $ 1,464 $ — $ 6,670 Inter-segment revenues $ 43 $ — $ (43 ) $ — Total revenues $ 5,249 $ 1,464 $ (43 ) $ 6,670 Depreciation and amortization expense $ 75 $ 53 $ — $ 128 Loss from operations $ (3,277 ) $ (272 ) $ — $ (3,549 ) Interest expense, net $ (1,367 ) Net loss attributable to non-controlling interest $ 216 Net loss attributable to Digital Power Corp $ (4,700 ) Capital expenditures for segment assets, as Sept. 30, 2017 $ 8 $ 13 $ — $ 21 Identifiable assets as of September 30, 2017 $ 12,315 1,666 $ — $ 13,981 Nine months ended September 30, 2016 (unaudited) DPC DPL Eliminations Total Revenues $ 3,408 $ 2,195 $ — $ 5,603 Inter-segment revenues $ 89 $ — $ (89 ) $ — Total revenues $ 3,497 $ 2,195 $ (89 ) $ 5,603 Depreciation and amortization expense $ 57 $ 66 $ — $ 123 Loss from operations $ (147 ) $ (125 ) $ — $ (272 ) Interest income, net $ 85 Income tax benefit $ 22 Net loss $ (165 ) Capital expenditures for segment assets, as of Sept. 30, 2016 $ 23 $ 51 $ — $ 74 Identifiable assets as of September 30, 2016 $ 2,084 $ 2,371 $ — $ 4,455 Three months ended September 30, 2017 (unaudited) DPC DPL Eliminations Total Revenues $ 2,877 $ 343 $ — $ 3,220 Inter-segment revenues $ 6 $ — $ (6 ) $ — Total revenues $ 2,883 $ 343 $ (6 ) $ 3,220 Depreciation and amortization expense $ 32 $ 16 $ — $ 48 Loss from operations $ (1,137 ) $ (181 ) $ — $ (1,318 ) Interest expense, net $ (753 ) Net loss attributable to non-controlling interest $ 104 Net income (loss) $ (1,967 ) Capital expenditures for segment assets, as of Sept. 30, 2017 $ - $ - $ — $ - Identifiable assets as of September 30, 2017 $ 12,315 $ 1,666 $ — $ 13,981 Three months ended September 30, 2016 (unaudited) DPC DPL Eliminations Total Revenues $ 1,248 $ 578 $ — $ 1,826 Inter-segment revenues $ 27 $ — $ (27 ) $ — Total revenues $ 1,275 $ 578 $ (27 ) $ 1,826 Depreciation and amortization expense $ 19 $ 21 $ — $ 40 Income (loss) from operations $ 34 $ (117 ) $ — $ (83 ) Interest income, net $ 23 Income tax benefit $ 22 Net income (loss) $ (38 ) Capital expenditures for segment assets, as of September 30, $ — $ 4 $ — $ 4 Identifiable assets as of September 30, 2016 $ 2,084 $ 2,371 $ — $ 4,455 |
Schedules of total revenues | The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: For the three months ended Sept. 30, 2017 For the nine months ended Sept. 30, 2017 Total Revenues Total Revenues by Major Percentage of by Major Percentage of Customers Total Company Customers Total Company (in thousands) Revenues (in thousands) Revenues Customer A $ 433 13 % $ 1,062 16 % For the three months ended Sept. 30, 2016 For the nine months ended Sept. 30, 2016 Total Revenues Total Revenues by Major Percentage of by Major Percentage of Customers Total Company Customers Total Company (in thousands) Revenues (in thousands) Revenues Customer A $ 407 22 % $ 1,176 21 % Customer B $ 253 14 % $ — — Customer C $ 196 11 % $ — — |
Schedule of Revenue from external customers | For the three and nine months ended September 30, 2017 and 2016, total revenues from external customers divided on the basis of the Company’s product lines are as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 Revenues: Commercial products $ 1,342 $ 1,505 $ 3,362 $ 3,971 Defense products 1,878 321 3,308 1,632 Total revenues $ 3,220 $ 1,826 $ 6,670 $ 5,603 |
Schedule of total revenues are attributed to geographic areas | The Company’s total revenues are attributed to geographic areas based on the location. The following table presents total revenues for the three and nine months ended September 30, 2017 and 2016. Other than as shown, no foreign country contributed materially to revenues or long-lived assets for these periods: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2017 2016 2017 2016 Revenues: North America $ 2,671 $ 1,125 $ 4,746 $ 3,128 Europe 342 314 1,244 1,548 South Korea 3 196 223 499 Other 204 191 457 428 Total revenues $ 3,220 $ 1,826 $ 6,670 $ 5,603 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - Number | 9 Months Ended | ||
Sep. 30, 2017 | Jun. 02, 2017 | Apr. 28, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||
Number of reportable segments | 2 | ||
Microphase Corporation [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Ownership percentage | 56.40% | 56.40% |
LIQUIDITY, GOING CONCERN AND 35
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS (Details Narrative) $ / shares in Units, $ in Thousands | Jun. 28, 2017USD ($)$ / sharesshares | May 05, 2017USD ($)shares | Apr. 05, 2017$ / sharesshares | Apr. 03, 2017USD ($) | Mar. 31, 2017USD ($) | Mar. 24, 2017USD ($)shares | Mar. 20, 2017USD ($) | Mar. 15, 2017USD ($)$ / sharesshares | Mar. 09, 2017USD ($) | Jun. 19, 2017USD ($)$ / shares | Mar. 31, 2017USD ($) | Feb. 28, 2017USD ($)Investor$ / sharesshares | Sep. 30, 2017USD ($)Segment$ / sharesshares | Jun. 02, 2017shares | Sep. 30, 2017USD ($)Segment$ / sharesshares | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)Segment$ / sharesshares | Sep. 30, 2016USD ($) | Jul. 28, 2017$ / sharesshares | Jul. 25, 2017shares | Jun. 30, 2017USD ($)$ / sharesshares | Apr. 26, 2017USD ($)$ / sharesshares | Apr. 17, 2017USD ($)Number$ / sharesshares | Mar. 28, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Cash and cash equivalent | $ 314 | $ 314 | $ 1,292 | $ 314 | $ 1,292 | $ 996 | $ 1,241 | |||||||||||||||||||
Accumulated deficit | (17,212) | (17,212) | (17,212) | $ (12,158) | ||||||||||||||||||||||
Working capital | $ 4,174 | 4,174 | 4,174 | |||||||||||||||||||||||
Net income (loss) attributable to parent | $ (1,967) | $ (38) | $ (4,700) | (165) | ||||||||||||||||||||||
Number of warrants | shares | 180,002 | 333,333 | 1,428,572 | |||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.90 | $ 0.70 | $ 0.79 | $ 0.79 | $ 0.79 | |||||||||||||||||||||
Debt face amount | $ 400 | |||||||||||||||||||||||||
Number of shares issued during the period | shares | 189,091 | 500,000 | ||||||||||||||||||||||||
Value of shares issued during the period | $ 145 | |||||||||||||||||||||||||
Warrant term | 4 years 5 months 1 day | |||||||||||||||||||||||||
Debt Due to MCKEA [Member] | ||||||||||||||||||||||||||
Extinguishment of debt | $ 250 | |||||||||||||||||||||||||
Demand Promissory Notes [Member] | ||||||||||||||||||||||||||
Proceeds from notes payable | 400 | |||||||||||||||||||||||||
Debt face amount | 400 | $ 270 | ||||||||||||||||||||||||
Extinguishment of debt | $ 400 | |||||||||||||||||||||||||
Proceeds from issuance of debt | $ 50 | $ 220 | $ 250 | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||
Number of warrants | shares | 180,000 | |||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.90 | |||||||||||||||||||||||||
Number of shares issued during the period | shares | 360,000 | |||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.75 | |||||||||||||||||||||||||
Common Stock [Member] | One Investor [Member] | ||||||||||||||||||||||||||
Number of shares issued during the period | shares | 500,000 | |||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.60 | |||||||||||||||||||||||||
Value of shares issued during the period | $ 300 | |||||||||||||||||||||||||
Common Stock [Member] | Holders of Demand Promissory Notes [Member] | ||||||||||||||||||||||||||
Number of shares issued during the period | shares | 666,667 | |||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.60 | |||||||||||||||||||||||||
10% Two Convertible Notes [Member] | ||||||||||||||||||||||||||
Number of warrants | shares | 1,475,000 | 1,475,000 | 1,475,000 | 83,334 | 83,334 | 160,000 | 166,668 | |||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.55 | $ 0.80 | $ 0.90 | |||||||||||||||||||||||
Debt face amount | $ 104 | $ 250 | ||||||||||||||||||||||||
Interest rate | 7.00% | |||||||||||||||||||||||||
Conversion of shares outstanding | shares | 189,091 | 80 | ||||||||||||||||||||||||
Number of convertible notes | Number | 2 | |||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.75 | |||||||||||||||||||||||||
Accredited Investor [Member] | ||||||||||||||||||||||||||
Number of warrants | shares | 224,371 | 224,371 | 224,371 | 224,371 | ||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.77 | $ 0.77 | $ 0.77 | $ 0.77 | ||||||||||||||||||||||
Debt face amount | $ 400 | $ 140 | $ 140 | $ 140 | $ 140 | |||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.80 | $ 0.80 | $ 0.80 | $ 0.80 | ||||||||||||||||||||||
Number of investors | 8 | 4 | 4 | 4 | ||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||
Amount of share canceled | $ 75 | |||||||||||||||||||||||||
Philou Ventures, LLC [Member] | ||||||||||||||||||||||||||
Preferred stock purchase agreement, maximum investment amount agreed upon | $ 5,000 | |||||||||||||||||||||||||
Preferred stock purchase agreement, term | 36 months | |||||||||||||||||||||||||
MTIX [Member] | MLSE Plasma-Laser System [Member] | ||||||||||||||||||||||||||
Supply commitment, term | 3 years | |||||||||||||||||||||||||
Supply commitment, amount committed | $ 50,000 | $ 50,000 | ||||||||||||||||||||||||
Four Accredited Investor [Member] | Other short-term notes payable [Member] | ||||||||||||||||||||||||||
Number of warrants | shares | 224,371 | |||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.77 | |||||||||||||||||||||||||
Amount of share canceled | $ 75 | |||||||||||||||||||||||||
Number of share canceled | shares | 100,001 | |||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.55 | |||||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||||
Conversion of shares outstanding | shares | 52 | |||||||||||||||||||||||||
Series B Preferred Stock [Member] | Philou Ventures, LLC [Member] | ||||||||||||||||||||||||||
Number of shares issued during the period | shares | 50,000 | 25,000 | 1,000,000 | |||||||||||||||||||||||
Value of shares issued during the period | $ 500 | |||||||||||||||||||||||||
Series C Preferred Stock and Warrants [Member] | Accredited Investor [Member] | Series C Subscription Agreement [Member] | ||||||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 52 | |||||||||||||||||||||||||
Value of shares issued during the period | $ 1,092 |
LIQUIDITY, GOING CONCERN AND 36
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS (Details Narrative 2) - USD ($) $ / shares in Units, $ in Thousands | Aug. 10, 2017 | Aug. 03, 2017 | Jul. 28, 2017 | Jul. 24, 2017 | Jun. 28, 2017 | Apr. 28, 2017 | Apr. 05, 2017 | Mar. 15, 2017 | Sep. 13, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Aug. 23, 2017 | Jul. 25, 2017 | Jun. 02, 2017 | Apr. 26, 2017 | Apr. 17, 2017 | Feb. 28, 2017 |
Number of shares issued | 189,091 | 500,000 | |||||||||||||||
Share price | $ 0.55 | ||||||||||||||||
Value of shares issued | $ 145 | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.90 | $ 0.79 | $ 0.70 | ||||||||||||||
Warrant issued | 180,002 | 1,428,572 | 333,333 | ||||||||||||||
12% Convertible Promissory Notes [Member] | |||||||||||||||||
Share price | $ 0.55 | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.55 | ||||||||||||||||
Proceeds from convertible debt | $ 360 | ||||||||||||||||
Principal amount | $ 400 | ||||||||||||||||
Maturity date | Aug. 13, 2018 | ||||||||||||||||
10% Senior Convertible Promissory Notes [Member] | |||||||||||||||||
Share price | $ 0.60 | ||||||||||||||||
Principal amount | $ 880 | ||||||||||||||||
10% Two Convertible Notes [Member] | |||||||||||||||||
Share price | $ 0.60 | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.55 | $ 0.80 | $ 0.90 | ||||||||||||||
Principal amount | $ 880 | $ 125 | |||||||||||||||
Purchase price | $ 800 | ||||||||||||||||
Maturity date | Feb. 10, 2018 | ||||||||||||||||
Warrant issued | 83,334 | 1,475,000 | 83,334 | 160,000 | 166,668 | ||||||||||||
Private Placement [Member] | |||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.55 | ||||||||||||||||
Warrant issued | 163,636 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Number of shares issued | 360,000 | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.90 | ||||||||||||||||
Warrant issued | 180,000 | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Number of shares issued for acquisition | 1,000,000 | ||||||||||||||||
Warrant [Member] | 10% Senior Convertible Promissory Notes [Member] | |||||||||||||||||
Number of shares issued | 1,475,000 | ||||||||||||||||
Share price | $ 0.60 | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.66 | ||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.55 | ||||||||||||||||
Warrant issued | 272,727 | ||||||||||||||||
Share Exchange Agreement [Member] | Common Stock [Member] | |||||||||||||||||
Number of shares issued for acquisition | 1,842,448 | ||||||||||||||||
Six Investors [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||
Number of shares issued | 851,363 | ||||||||||||||||
Share price | $ 0.55 | ||||||||||||||||
Value of shares issued | $ 468 | ||||||||||||||||
Aggregate purchase price paid in cash | 445 | ||||||||||||||||
Aggregate purchase price paid in consideration | $ 23 | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.75 | ||||||||||||||||
Warrant issued | 109,090 | ||||||||||||||||
Six Investors [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | Consideration [Member] | |||||||||||||||||
Aggregate purchase price paid in cash | $ 465 | ||||||||||||||||
Aggregate purchase price paid in consideration | $ 23 | ||||||||||||||||
Institutional Investor [Member] | Private Placement [Member] | |||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.55 | ||||||||||||||||
Warrant issued | 120,000 | ||||||||||||||||
Institutional Investor [Member] | Common Stock [Member] | Private Placement [Member] | |||||||||||||||||
Number of shares issued | 63,600 | ||||||||||||||||
Share price | $ 0.55 | ||||||||||||||||
Value of shares issued | $ 35 | ||||||||||||||||
Institutional Investor [Member] | Warrant [Member] | Private Placement [Member] | |||||||||||||||||
Number of shares issued | 120,000 | ||||||||||||||||
Share price | $ 0.55 | ||||||||||||||||
Institutional Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||
Purchase price | $ 800 | ||||||||||||||||
Maturity date | Feb. 10, 2018 | ||||||||||||||||
Institutional Investor [Member] | Share Exchange Agreement [Member] | 10% Two Convertible Notes [Member] | |||||||||||||||||
Share price | $ 0.75 | ||||||||||||||||
Principal amount | $ 125 | ||||||||||||||||
Maturity date | Apr. 17, 2017 | ||||||||||||||||
Institutional Investor [Member] | Share Exchange Agreement [Member] | Warrant [Member] | 10% Two Convertible Notes [Member] | |||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.90 | ||||||||||||||||
Warrant issued | 83,334 | ||||||||||||||||
Institutional Investor [Member] | Registered Direct Offering [Member] | |||||||||||||||||
Number of shares issued | 200,000 | ||||||||||||||||
Share price | $ 0.55 | ||||||||||||||||
Value of shares issued | $ 110 | ||||||||||||||||
TVT Capital LLC [Member] | Common Stock [Member] | Private Placement [Member] | |||||||||||||||||
Number of shares issued | 163,636 | ||||||||||||||||
Share price | $ 0.55 | ||||||||||||||||
TVT Capital LLC [Member] | Purchase and Sale Agreement [Member] | |||||||||||||||||
Cost of future receipts | $ 2,585 | $ 439 | |||||||||||||||
Aggregate Value of future receipts | 1,772 | ||||||||||||||||
Initial daily amount to pay | $ 13 | ||||||||||||||||
Description of initial daily amount to pay | Under the terms of the agreements, the Company will be obligated to pay the initial daily amount of $13 until the $2,585 has been paid in full. The term Future Receipts means cash, check, ACH, credit card, debit card, bank card, charged card or other form of monetary payment (See Note 8). | ||||||||||||||||
Accredited Investors [Member] | Securities Purchase Agreement [Member] | 12% Convertible Promissory Notes [Member] | |||||||||||||||||
Number of shares issued | 666,666 | ||||||||||||||||
Share price | $ 0.55 | ||||||||||||||||
Accredited Investors [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||
Number of shares issued | 666,666 | ||||||||||||||||
Share price | $ 0.70 |
BASIS OF PRESENTATION AND SIG37
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Available-for-sale securities | $ 3,782 | $ 1,036 |
Avalanche International Corp. [Member] | ||
Available-for-sale securities | 3,670 | 952 |
Avalanche International Corp. [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 3,782 | 1,036 |
Avalanche International Corp. [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 112 | 84 |
Avalanche International Corp. [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 3,670 | $ 952 |
Other Companies [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 25 | |
Other Companies [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | $ 25 |
BASIS OF PRESENTATION AND SIG38
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Anti-dilutive securities | 20,887,906 | 1,001,000 |
Employee Stock Option [Member] | ||
Anti-dilutive securities | 2,891,000 | 1,001,000 |
Warrant [Member] | ||
Anti-dilutive securities | 10,233,199 | |
Convertible Notes [Member] | ||
Anti-dilutive securities | 3,157,576 | |
Convertible Debt Securities [Member] | ||
Anti-dilutive securities | 4,606,131 |
BASIS OF PRESENTATION AND SIG39
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Apr. 05, 2017 | Feb. 28, 2017 | Dec. 31, 2016 | |
Accrued warranty liability | $ 86 | $ 86 | $ 86 | |||
Available-for-sale securities | 3,782 | 3,782 | 1,036 | |||
Payments to acquire investments | 2,710 | |||||
Amortization of debt discount | $ 652 | $ 1,239 | ||||
Warrant outstanding | 10,233,199 | 10,233,199 | ||||
Exercise price of warrants (in dollars per share) | $ 0.79 | $ 0.79 | $ 0.90 | $ 0.70 | ||
Anti-dilutive securities | 20,887,906 | 1,001,000 | ||||
Number of securities contractually prohibited from exercising or converting | 6,926,095 | |||||
Avalanche International Corp. [Member] | ||||||
Available-for-sale securities | $ 3,670 | $ 3,670 | 952 | |||
Available-for-sale securities, equity securities | $ 112 | $ 112 | $ 84 | |||
Convertible Notes [Member] | ||||||
Anti-dilutive securities | 3,157,576 | |||||
Additional number of common stock issued | 2,017,239 | |||||
Warrant [Member] | ||||||
Warrant outstanding | 317,460 | 317,460 | ||||
Exercise price of warrants (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Anti-dilutive securities | 10,233,199 | |||||
Additional number of common stock issued | 2,274,800 | |||||
Common Stock [Member] | ||||||
Payments to acquire investments | $ 25 |
INVESTMENTS - RELATED PARTIES40
INVESTMENTS - RELATED PARTIES (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Total investment in AVLP P - Net | $ 3,782 | $ 1,036 |
Avalanche International Corp. [Member] | ||
Investment in convertible promissory note of AVLP | 3,797 | 997 |
Investment in common stock of AVLP | 112 | 84 |
Total investment in AVLP P - Gross | 3,909 | 1,081 |
Less: original issue discount | (127) | (45) |
Total investment in AVLP P - Net | $ 3,782 | $ 1,036 |
INVESTMENTS - RELATED PARTIES41
INVESTMENTS - RELATED PARTIES (Details Narrative) $ / shares in Units, $ in Thousands | Sep. 06, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Aug. 16, 2017USD ($) | Jun. 02, 2017shares | Apr. 05, 2017$ / sharesshares | Feb. 28, 2017$ / sharesshares | Feb. 22, 2017USD ($) | Dec. 31, 2016USD ($) | Nov. 30, 2016USD ($) | Oct. 05, 2016USD ($) |
Share price (in dollars pers share) | $ / shares | $ 0.55 | $ 0.55 | |||||||||
Exercise price of warrants | $ / shares | $ 0.79 | $ 0.79 | $ 0.90 | $ 0.70 | |||||||
Purchase warrant | shares | 1,428,572 | 180,002 | 333,333 | ||||||||
Avalanche International Corp. [Member] | |||||||||||
Financing receivable, gross | $ 1,809 | $ 1,500 | |||||||||
Notes Receivable [Member] | Avalanche International Corp. [Member] | |||||||||||
Financing receivable, discount | $ 165 | $ 165 | |||||||||
Financing receivable, conversion ratio | 0.74536 | 0.74536 | |||||||||
Financing receivable, convertible feature, number of shares issuable | shares | 2,113,086 | 2,113,086 | |||||||||
Interest Income, Related Party | $ 18 | $ 38 | |||||||||
Interest receivable | 208 | 208 | $ 13 | ||||||||
Convertible promissory note aggregate principal amount | $ 3,309 | $ 3,309 | |||||||||
Notes Receivable February 22, 2017 [Member] | Avalanche International Corp. [Member] | |||||||||||
Interest rate | 12.00% | ||||||||||
Financing receivable, gross | $ 525 | ||||||||||
Financing receivable, discount rate | 5.00% | ||||||||||
Financing receivable, discount | $ 75 | ||||||||||
Notes Receivable, November 30, 2016 [Member] | Avalanche International Corp. [Member] | |||||||||||
Interest rate | 12.00% | ||||||||||
Financing receivable, gross | $ 525 | ||||||||||
Financing receivable, discount rate | 5.00% | ||||||||||
Financing receivable, discount | $ 75 | ||||||||||
Notes Receivable, October 5, 2016 [Member] | Avalanche International Corp. [Member] | |||||||||||
Interest rate | 12.00% | ||||||||||
Financing receivable, gross | $ 525 | ||||||||||
Financing receivable, discount rate | 5.00% | ||||||||||
Financing receivable, discount | $ 75 | ||||||||||
Minimum [Member] | |||||||||||
Exercise price of warrants | $ / shares | $ 0.01 | $ 0.01 | |||||||||
Maximum [Member] | |||||||||||
Exercise price of warrants | $ / shares | 1.10 | 1.10 | |||||||||
Avalanche International Corp. [Member] | |||||||||||
Share price (in dollars pers share) | $ / shares | 0.64 | 0.64 | |||||||||
Avalanche International Corp. [Member] | Loan And Security Agreement [Member] | |||||||||||
Non-revolving credit facility | $ 5,000 | ||||||||||
Avalanche International Corp. [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member] | |||||||||||
Convertible promissory note aggregate principal amount | $ 3,474 | ||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.50 | ||||||||||
Interest rate | 12.00% | ||||||||||
Financing receivable term | 2 years | ||||||||||
Exercise price of warrants | $ / shares | $ 0.50 | ||||||||||
Discription of warrant conversion | The Warrant entitles the Company to purchase up to 6,948,800 shares of AVLP common stock at an exercise price of $0.50 per share for a period of five years. The exercise price of $0.50 is subject to adjustment for customary stock splits, stock dividends, combinations or similar events. The Warrant may be exercised for cash or on a cashless basis. | ||||||||||
Avalanche International Corp. [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member] | Warrant [Member] | |||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.50 | ||||||||||
Exercise price of warrants | $ / shares | $ 0.50 | ||||||||||
Purchase warrant | shares | 6,948,800 | ||||||||||
Avalanche International Corp. [Member] | Minimum [Member] | |||||||||||
Share price (in dollars pers share) | $ / shares | 0.51 | 0.51 | |||||||||
Avalanche International Corp. [Member] | Maximum [Member] | |||||||||||
Share price (in dollars pers share) | $ / shares | $ 0.85 | $ 0.85 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Goodwill and other intangibles | $ 6,490 | |
Microphase Corporation [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Cash and cash equivalents | 11 | |
Accounts receivable | 439 | |
Inventories | 667 | |
Prepaid expenses and other current assets | 139 | |
Restricted cash | 100 | |
Intangible assets | 95 | |
Property and equipment | 93 | |
Other investments | 303 | |
Deposits and loans | 44 | |
Accounts payable and accrued expenses | (1,680) | |
Revolving credit facility | (880) | |
Notes payable | (2,204) | |
Notes payable, related parties | (406) | |
Convertible notes payable | ||
Other current liabilities | (327) | |
Net liabilities assumed/assets acquired | (3,606) | |
Goodwill and other intangibles | 6,002 | |
Non-controlling interest | (945) | |
Purchase price | 1,451 | |
Power-Plus Technical Distributors, LLC [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Cash and cash equivalents | 27 | |
Accounts receivable | 235 | |
Inventories | 241 | |
Prepaid expenses and other current assets | 2 | |
Restricted cash | ||
Intangible assets | 250 | |
Property and equipment | 23 | |
Other investments | ||
Deposits and loans | ||
Accounts payable and accrued expenses | (392) | |
Revolving credit facility | (210) | |
Notes payable | ||
Notes payable, related parties | ||
Convertible notes payable | ||
Other current liabilities | ||
Net liabilities assumed/assets acquired | 176 | |
Goodwill and other intangibles | 488 | |
Non-controlling interest | ||
Purchase price | $ 664 |
ACQUISITIONS (Details 1)
ACQUISITIONS (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||||
Net loss | $ (2,071) | $ (38) | $ (4,916) | $ (165) |
Less: Net loss attributable to non-controlling interest | $ 104 | $ 216 | ||
Basic and diluted weighted average common shares outstanding (in shares) | 13,745,540 | 6,775,971 | 10,884,948 | 6,775,971 |
Microphase Corporation [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenue | $ 3,583 | $ 3,751 | $ 10,329 | $ 12,692 |
Net loss | (2,277) | (711) | (4,820) | (1,742) |
Less: Net loss attributable to non-controlling interest | 103 | 290 | 103 | 714 |
Net loss attributable to Digital Power Corp | (2,144) | (421) | (4,717) | (1,028) |
Preferred deemed dividends | (319) | |||
Preferred dividends | (27) | (35) | ||
Loss available to common shareholders | $ (2,171) | $ (421) | $ (5,071) | $ (1,028) |
Basic and diluted net loss per common share (in dollars per share) | $ (0.14) | $ (0.05) | $ (0.40) | $ (0.12) |
Basic and diluted weighted average common shares outstanding (in shares) | 15,587,988 | 8,618,419 | 12,727,396 | 8,618,419 |
Comprehensive Loss | ||||
Loss available to common shareholders | $ (2,171) | $ (421) | $ (5,071) | $ (1,028) |
Other comprehensive income (loss) | ||||
Change in net foreign currency translation adjustments | 42 | (55) | 141 | (265) |
Net unrealized gain (loss) on securities available-for-sale, net of income taxes | (43) | 186 | (43) | 204 |
Other comprehensive income (loss) | (1) | 131 | 98 | (61) |
Total Comprehensive loss | $ (2,172) | $ (290) | $ (4,973) | $ (1,089) |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) $ in Thousands | Apr. 28, 2017 | Sep. 30, 2017 | Jun. 02, 2017 |
Warrant [Member] | |||
Number of shares issued | 1,000,000 | ||
Share Exchange Agreement [Member] | Series D Preferred Stock [Member] | |||
Number of shares issued | 378,776 | ||
Share Exchange Agreement [Member] | Series D Preferred Stock [Member] | Common Stock And Warrants [Member] | |||
Number of shares converted | 757,552 | ||
Share Exchange Agreement [Member] | Common Stock [Member] | |||
Number of shares issued | 1,842,448 | ||
Power-Plus Technical Distributors, LLC [Member] | |||
Membership interests acquired | $ 850 | ||
Certain debt amount reduce form purchase price | $ 186 | ||
Description of purchase price consideration paid | (i) a two year promissory note in the amount of $255,000 payable in 24 monthly installments; and (ii) cash at closing of $409 resulting in a net purchase price of $664. | ||
Purchase price | $ 664 | ||
Microphase Corporation [Member] | |||
Ownership percentage | 56.40% | 56.40% | |
Equity instruments issued | 1,451 | ||
Purchase price | 1,451 | ||
Microphase Corporation [Member] | Common Stock And Warrants [Member] | |||
Equity instruments issued | 229 | ||
Microphase Corporation [Member] | Series D Preferred Stock [Member] | |||
Equity instruments issued | $ 1,222 | ||
Microphase Corporation [Member] | Share Exchange Agreement [Member] | Common Stock [Member] | |||
Common stock, shares issued | 1,603,434 | ||
Common stock, shares outstanding | 1,603,434 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) | 9 Months Ended |
Sep. 30, 2017$ / shares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Weighted average risk free interest rate, minimum | 1.73% |
Weighted average risk free interest rate, maximum | 2.14% |
Weighted average life (in years) | 5 years |
Volatility, minimum | 98.41% |
Volatility, maximum | 107.22% |
Expected dividend yield | 0.00% |
Weighted average grant-date fair value per share of options granted | $ 0.45 |
STOCK-BASED COMPENSATION (Det46
STOCK-BASED COMPENSATION (Details 1) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Exercise Price, lower limit | $ 0.57 |
Exercise Price, upper limit | $ 1.69 |
Options Outstanding | shares | 2,891,000 |
Weighted Average Remaining Contractual Life (Years) | 8 years 6 months |
Weighted Average Exercise Price, Outstanding | $ 1.10 |
Options Exercisable | shares | 647,667 |
Weighted Average Exercise Price, Exercisable | $ 0.88 |
Exercise Price Range 1 [Member] | |
Exercise Price, lower limit | 0.57 |
Exercise Price, upper limit | $ 0.79 |
Options Outstanding | shares | 2,425,000 |
Weighted Average Remaining Contractual Life (Years) | 9 years 1 month 20 days |
Weighted Average Exercise Price, Outstanding | $ 0.66 |
Options Exercisable | shares | 1,249,167 |
Weighted Average Exercise Price, Exercisable | $ 0.66 |
Exercise Price Range 2 [Member] | |
Exercise Price, lower limit | 1.10 |
Exercise Price, upper limit | $ 1.32 |
Options Outstanding | shares | 25,000 |
Weighted Average Remaining Contractual Life (Years) | 6 years 1 month 6 days |
Weighted Average Exercise Price, Outstanding | $ 1.28 |
Options Exercisable | shares | 20,000 |
Weighted Average Exercise Price, Exercisable | $ 1.27 |
Exercise Price Range 3 [Member] | |
Exercise Price, lower limit | 1.51 |
Exercise Price, upper limit | $ 1.69 |
Options Outstanding | shares | 441,000 |
Weighted Average Remaining Contractual Life (Years) | 5 years 1 month 10 days |
Weighted Average Exercise Price, Outstanding | $ 1.61 |
Options Exercisable | shares | 378,500 |
Weighted Average Exercise Price, Exercisable | $ 1.60 |
STOCK-BASED COMPENSATION (Det47
STOCK-BASED COMPENSATION (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Total stock-based compensation | $ 517 | $ 42 | $ 1,269 | $ 129 |
Cost of Revenues [Member] | ||||
Total stock-based compensation | 2 | 1 | 6 | 5 |
Engineering and Product Development [Member] | ||||
Total stock-based compensation | 6 | 1 | 20 | 3 |
Selling and Marketing [Member] | ||||
Total stock-based compensation | 8 | 5 | 18 | 13 |
General and Administrative [Member] | ||||
Total stock-based compensation | 349 | 35 | 1,017 | 108 |
Stock based compensation from Plans [Member] | ||||
Total stock-based compensation | 365 | 42 | 1,061 | 129 |
Stock based compensation from issuances outside Plans [Member] | ||||
Total stock-based compensation | $ 152 | $ 208 |
STOCK-BASED COMPENSATION (Det48
STOCK-BASED COMPENSATION (Details 3) - 2016 Stock Incentive Plan and 2012 Stock Option Plan [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Balance, shares available for grant at beginning | 3,247,630 |
Balance, outstanding at beginning | 2,331,000 |
Balance, weighted average exercise price, at beginning | $ / shares | $ 0.83 |
Balance, weighted average remaining contractual life (years) at beginning | 9 years 29 days |
Balance, aggregate intrinsic value at beginning | $ | $ 0 |
Grants, shares available for grant of restricted stock award | |
Grants, shares available for grant | (510,000) |
Grants (in shares) | 560,000 |
Grants, weighted average exercise price (in dollars per share) | $ / shares | $ 0.61 |
Balance, shares available for grant at end | 1,350,832 |
Balance, outstanding at end | 2,891,000 |
Balance, weighted average exercise price, at end | $ / shares | $ 0.81 |
Balance, weighted average remaining contractual life (years) at end | 8 years 6 months |
Balance, aggregate intrinsic value at end | $ | $ 0 |
Restricted Stock Awards [Member] | |
Grants, shares available for grant of restricted stock award | (1,336,798) |
STOCK-BASED COMPENSATION (Det49
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 28, 2017 | Apr. 05, 2017 | Mar. 15, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Share-based compensation expense | $ 517 | $ 42 | $ 1,269 | $ 129 | |||
Share price (in dollars per share) | $ 0.55 | $ 0.55 | |||||
Number of shares issued | 189,091 | 500,000 | |||||
Restricted Stock Awards [Member] | |||||||
Share-based compensation expense | $ 120 | $ 130 | |||||
Aggregate Stock-based Compensation [Member] | |||||||
Share-based compensation expense | 517 | 1,269 | |||||
Common Stock [Member] | |||||||
Number of shares issued | 360,000 | ||||||
Warrant [Member] | Employee Stock Option [Member] | |||||||
Share-based compensation expense | $ 32 | $ 78 | |||||
2016 Stock Incentive Plan [Member] | |||||||
Number of shares authorized | 5,372,630 | 5,372,630 | |||||
Number of shares available for grant | 1,350,832 | 1,350,832 | |||||
Compensation cost not yet recognized | $ 425 | $ 425 | |||||
Weighted average period for recognition | 2 years 3 months 18 days | ||||||
2016 Stock Incentive Plan [Member] | Minimum [Member] | |||||||
Expiration period | 5 years | ||||||
2016 Stock Incentive Plan [Member] | Maximum [Member] | |||||||
Expiration period | 10 years | ||||||
2016 Stock Incentive Plan [Member] | Consultants and Service Providers [Member] | Common Stock [Member] | |||||||
Share price (in dollars per share) | $ 742 | $ 742 | |||||
Number of shares issued | 380,645 | 1,336,798 | |||||
2002 Stock Option Plan [Member] | |||||||
Number of shares granted | 206,000 | ||||||
2016 Stock Incentive Plan and 2012 Stock Option Plan [Member] | |||||||
Number of shares granted | 560,000 | ||||||
Weighted average exercise price | $ 0.61 | ||||||
2016 Stock Incentive Plan and 2012 Stock Option Plan [Member] | Employee [Member] | |||||||
Vesting period | 4 years | ||||||
Number of shares granted | 50,000 | 560,000 | |||||
Weighted average exercise price | $ 0.61 | ||||||
Weighted average grant date fair value | $ 251 |
WARRANTS (Details)
WARRANTS (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2017 | Apr. 05, 2017 | Feb. 28, 2017 | |
Warrants, outstanding | 10,233,199 | ||
Warrants, outstanding, weighted average remaining contractual life (Years) | 4 years 5 months 1 day | ||
Warrants, outstanding, weighted average exercise price | $ 0.79 | $ 0.90 | $ 0.70 |
Warrants, exercisable | 3,676,506 | ||
Warrants, exercisable, weighted average exercise price | $ 0.32 | ||
Minimum [Member] | |||
Warrants, outstanding, weighted average exercise price | 0.01 | ||
Maximum [Member] | |||
Warrants, outstanding, weighted average exercise price | $ 1.10 | ||
Warrant Exercise Price Range 1 [Member] | |||
Warrants, outstanding | 317,460 | ||
Warrants, outstanding, weighted average remaining contractual life (Years) | 9 years 1 month 2 days | ||
Warrants, outstanding, weighted average exercise price | $ 0.01 | ||
Warrants, exercisable | 79,364 | ||
Warrants, exercisable, weighted average exercise price | $ 0.01 | ||
Warrant Exercise Price Range 2 [Member] | |||
Warrants, outstanding | 450,304 | ||
Warrants, outstanding, weighted average remaining contractual life (Years) | 5 years 18 days | ||
Warrants, outstanding, weighted average exercise price | $ 0.55 | ||
Warrant Exercise Price Range 3 [Member] | |||
Warrants, outstanding | 272,727 | ||
Warrants, outstanding, weighted average remaining contractual life (Years) | 2 years 10 months 24 days | ||
Warrants, outstanding, weighted average exercise price | $ 0.65 | ||
Warrant Exercise Price Range 4 [Member] | |||
Warrants, outstanding | 1,475,000 | ||
Warrants, outstanding, weighted average remaining contractual life (Years) | 4 years 10 months 10 days | ||
Warrants, outstanding, weighted average exercise price | $ 0.66 | ||
Warrants, exercisable | 1,475,000 | ||
Warrants, exercisable, weighted average exercise price | $ 0.66 | ||
Warrant Exercise Price Range 5 [Member] | |||
Warrants, outstanding | 2,428,571 | ||
Warrants, outstanding, weighted average remaining contractual life (Years) | 4 years 11 months 1 day | ||
Warrants, outstanding, weighted average exercise price | $ 0.70 | ||
Warrants, exercisable | 690,476 | ||
Warrants, exercisable, weighted average exercise price | $ 0.70 | ||
Warrant Exercise Price Range 6 [Member] | |||
Warrants, outstanding | 182,003 | ||
Warrants, outstanding, weighted average remaining contractual life (Years) | 4 years 8 months 19 days | ||
Warrants, outstanding, weighted average exercise price | $ 0.72 | ||
Warrant Exercise Price Range 7 [Member] | |||
Warrants, outstanding | 244,999 | ||
Warrants, outstanding, weighted average remaining contractual life (Years) | 4 years 8 months 8 days | ||
Warrants, outstanding, weighted average exercise price | $ 0.75 | ||
Warrant Exercise Price Range 8 [Member] | |||
Warrants, outstanding | 1,415,128 | ||
Warrants, outstanding, weighted average remaining contractual life (Years) | 2 years 6 months 18 days | ||
Warrants, outstanding, weighted average exercise price | $ 0.80 | ||
Warrants, exercisable | 1,166,666 | ||
Warrants, exercisable, weighted average exercise price | $ 0.80 | ||
Warrant Exercise Price Range 9 [Member] | |||
Warrants, outstanding | 445,002 | ||
Warrants, outstanding, weighted average remaining contractual life (Years) | 3 years 18 days | ||
Warrants, outstanding, weighted average exercise price | $ 0.90 | ||
Warrants, exercisable | 265,000 | ||
Warrants, exercisable, weighted average exercise price | $ 0.90 | ||
Warrant Exercise Price Range 10 [Member] | |||
Warrants, outstanding | 2,002,005 | ||
Warrants, outstanding, weighted average remaining contractual life (Years) | 4 years 8 months 5 days | ||
Warrants, outstanding, weighted average exercise price | $ 1 | ||
Warrant Exercise Price Range 11 [Member] | |||
Warrants, outstanding | 1,000,000 | ||
Warrants, outstanding, weighted average remaining contractual life (Years) | 2 years 8 months 1 day | ||
Warrants, outstanding, weighted average exercise price | $ 1.10 |
WARRANTS (Details 1)
WARRANTS (Details 1) | 9 Months Ended |
Sep. 30, 2017$ / shares | |
Weighted average risk free interest rate, minimum | 1.73% |
Weighted average risk free interest rate, maximum | 2.14% |
Weighted average life (in years) | 5 years |
Volatility, minimum | 98.41% |
Volatility, maximum | 107.22% |
Expected dividend yield | 0.00% |
Warrant [Member] | |
Weighted average risk free interest rate, minimum | 1.42% |
Weighted average risk free interest rate, maximum | 2.01% |
Weighted average life (in years) | 4 years 10 months 24 days |
Volatility, minimum | 98.50% |
Volatility, maximum | 107.50% |
Expected dividend yield | 0.00% |
Weighted average grant-date fair value per share of warrants granted | $ 0.41 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Aug. 23, 2017 | Jul. 28, 2017 | Jul. 25, 2017 | Sep. 30, 2017 | Aug. 10, 2017 | Aug. 08, 2017 | Aug. 03, 2017 | Aug. 01, 2017 | Jun. 28, 2017 | Jun. 02, 2017 | Apr. 26, 2017 | Apr. 17, 2017 | Apr. 05, 2017 | Mar. 15, 2017 | Feb. 28, 2017 |
Warrant issued during period | 8,484,073 | ||||||||||||||
Warrant issued at exercise price | 0.81 | ||||||||||||||
Warrant issued | 1,428,572 | 180,002 | 333,333 | ||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.79 | $ 0.90 | $ 0.70 | ||||||||||||
Sale of stock, per share (in dollars per share) | $ 0.55 | $ 0.60 | |||||||||||||
Debt face amount | $ 400 | ||||||||||||||
Exchange Agreement [Member] | |||||||||||||||
Warrant issued | 120,000 | ||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.55 | ||||||||||||||
Sale of stock | 200,000 | ||||||||||||||
Sale of stock, per share (in dollars per share) | $ 0.55 | ||||||||||||||
Aggregate purchase price | $ 110 | ||||||||||||||
Cancellation of note | $ 110 | ||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||
Warrant issued | 272,727 | ||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.55 | ||||||||||||||
Aggregate purchase price | $ 150 | ||||||||||||||
Private Placement [Member] | |||||||||||||||
Warrant issued | 163,636 | ||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.55 | ||||||||||||||
Private Placement [Member] | Investor [Member] | |||||||||||||||
Sale of stock | 272,727 | ||||||||||||||
Sale of stock, per share (in dollars per share) | $ 0.55 | ||||||||||||||
Aggregate purchase price | $ 150 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Exercise price of warrants (in dollars per share) | 0.01 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ 1.10 | ||||||||||||||
10% Two Convertible Notes [Member] | |||||||||||||||
Warrant issued | 83,334 | 83,334 | 1,475,000 | 160,000 | 166,668 | ||||||||||
Exercise price of warrants (in dollars per share) | $ 0.55 | $ 0.80 | $ 0.90 | ||||||||||||
Cancellation of warrants issued | 83,334 | ||||||||||||||
Exercise price of warrants cancelled (in dollars per share) | $ 0.90 | ||||||||||||||
Debt face amount | $ 104 | $ 250 | |||||||||||||
10% Two Convertible Notes [Member] | Minimum [Member] | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.55 | ||||||||||||||
10% Two Convertible Notes [Member] | Maximum [Member] | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.90 | ||||||||||||||
7% Convertible Note [Member] | |||||||||||||||
Debt face amount | $ 125 | ||||||||||||||
7% Convertible Note One [Member] | |||||||||||||||
Debt face amount | $ 110 | ||||||||||||||
7% Convertible Note Two [Member] | |||||||||||||||
Debt face amount | $ 35 | ||||||||||||||
7% Convertible Note Three [Member] | |||||||||||||||
Debt face amount | $ 34 | ||||||||||||||
12% Convertible Promissory Note [Member] | |||||||||||||||
Warrant issued | 666,666 | ||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.70 | ||||||||||||||
Debt face amount | $ 400 | ||||||||||||||
10% Convertible Promissory Note [Member] | |||||||||||||||
Warrant issued | 1,475,000 | ||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.66 | ||||||||||||||
Debt face amount | $ 880 |
ADVANCES ON FUTURE RECEIPTS (De
ADVANCES ON FUTURE RECEIPTS (Details Narrative) - Purchase and Sale Agreement [Member] - TVT Capital LLC [Member] - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 13, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | |
Cost of future receipts | $ 2,585 | $ 439 | $ 439 |
Aggregate Value of future receipts | 1,772 | ||
Initial daily amount to pay | $ 13 | ||
Description of initial daily amount to pay | Under the terms of the agreements, the Company will be obligated to pay the initial daily amount of $13 until the $2,585 has been paid in full. The term Future Receipts means cash, check, ACH, credit card, debit card, bank card, charged card or other form of monetary payment (See Note 8). | ||
Financing receivable, discount | $ 813 | ||
Amortization of debt discounts | $ 142 | $ 142 |
REVOLVING CREDIT FACILITY (Deta
REVOLVING CREDIT FACILITY (Details Narrative) - Gerber Finance Inc ("Gerber") [Member] - Revolving Credit Facility [Member] - Revolving loan agreement [Member] - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | |
Jul. 31, 2017 | Sep. 30, 2015 | Sep. 30, 2017 | Sep. 30, 2017 | |
Maximum revolving amount | $ 1,400 | $ 1,400 | $ 65 | $ 65 |
Revolving credit facility | 310 | 310 | ||
Description of facility interest rate | Microphase is subject to an annual facility fee in an amount equal to 1.75% of the Maximum Revolving Amount due on each anniversary, a monthly collateral monitoring fees of $1 and other fees. Interest accrues at the prime rate plus three and three-quarters percent (3.75%) on the unpaid principal. Effective June 15, 2017, the prime rate was increased from 4.00% to 4.25% resulting in a base rate of 8.00%. | Microphase is subject to an annual facility fee in an amount equal to 1.75% of the Maximum Revolving Amount due on each anniversary, a monthly collateral monitoring fees of $1 and other fees. Interest accrues at the prime rate plus three and three-quarters percent (3.75%) on the unpaid principal. Effective June 15, 2017, the prime rate was increased from 4.00% to 4.25% resulting in a base rate of 8.00%. | ||
Discription of collateral fees | If borrowings under the Revolving Credit Facility exceed the collateral borrowing base, then Microphase is subject to an additional 2.5% interest charge per month on the over-advance amounts and a separate additional charge of 2.5% if borrowings exceed the Maximum Revolving Amount. | If borrowings under the Revolving Credit Facility exceed the collateral borrowing base, then Microphase is subject to an additional 2.5% interest charge per month on the over-advance amounts and a separate additional charge of 2.5% if borrowings exceed the Maximum Revolving Amount. | ||
Interest rate during period | 8.00% | 8.00% | ||
Percentage of fees | 2.50% | 2.50% | ||
Interest expences | $ 35 | $ 49 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Total notes payable | $ 2,268 | ||
Less: current portion | (1,609) | ||
Notes payable - long-term portion | 659 | ||
Other short-term notes payable [Member] | |||
Total notes payable | [1] | 55 | |
10% short term promissory notes [Member] | |||
Total notes payable | [2] | 705 | |
8% Notes payable to Lucosky Brookman, LLP Due On November 25, 2017 [Member] | |||
Total notes payable | [3] | 450 | |
Notes payable to Wells Fargo [Member] | |||
Total notes payable | [4] | 304 | |
Note payable to Department of Economic and Community Development Due in August 2026 [Member] | |||
Total notes payable | [5] | 298 | |
Note payable to People's United Bank [Member] | |||
Total notes payable | [6] | 19 | |
Power-Plus Credit Facilities [Member] | |||
Total notes payable | [7] | 182 | |
Note payable to Power-Plus [Member] | |||
Total notes payable | [8] | $ 255 | |
[1] | Between May 5, 2017 and June 30, 2017, Digital Power received additional short-term loans of $140 from four accredited investors, of which $75 was from the Company's corporate counsel, a related party. As additional consideration, the investors received five-year warrants to purchase 224,371 shares of common stock at a weighted average exercise price of $0.77 per share. The warrants are exercisable commencing six months after the issuance date and are subject to certain beneficial ownership limitations. The exercise price of these warrants is subject to adjustment for customary stock splits, stock dividends, combinations and other standard anti-dilution events. The warrants may be exercised for cash or on a cashless basis. During the quarter ended June 30, 2017, the Company recorded debt discount in the amount of $95 based on the estimated fair value of these warrants. The Company computed the fair value of these warrants using the Black-Scholes option pricing model. As a result of the short-term feature of these loans and advances, the debt discount was amortized as non-cash interest expense upon issuance of the warrants using the effective interest method. | ||
[2] | In December 2016, Microphase issued $705 in 10% short-term promissory notes to nineteen accredited investors which, after deducting $71 of placement fees to its selling agent, Spartan Capital Securities, LLC ("Spartan"), resulted in $634 in net proceeds to Microphase (the "10% Short-Term Notes"). The 10% Short-Term Notes are due one year from the date of issuance. The amount due pursuant to the 10% Short-Term Notes is equal to the entire original principal amount multiplied by 125% (the "Loan Premium") plus accrued interest. During the three months ended September 30, 2017 and the period June 3, 2017 to September 30, 2017, Microphase incurred $19 and $25, respectively, of interest on these 10% short-term promissory notes. Concurrently, Microphase entered into a one-year agreement with Spartan for investment banking services which provided for: (i) $120 of consulting fees that were paid in cash from the proceeds of the 10% Short-Term Notes; and (ii) if Microphase completes an initial public offering, $90 payable in shares of Microphase common stock. As of September 30, 2017, accrued interest on the 10% Short-Term Notes was $237. | ||
[3] | On June 2, 2017, pursuant to the terms of the Share Exchange Agreement and in consideration of legal services, Microphase issued a $450 8% promissory note with a maturity date of November 25, 2017 to Lucosky Brookman, LLP (the "Lucosky Note"). In conjunction with the issuance of the Lucosky Note, the Company issued Lucosky Brookman 10,000 shares of redeemable convertible Series E preferred stock (the "Series E Preferred Stock") with a stated value of $45 per share as an alternative to providing a guarantee for the amount of the Lucosky Note. The Company, at its option, may redeem for cash, in whole or in part, at any time and from time to time, the shares of Series E Preferred Stock at the time outstanding, upon written notice to the holder of the shares, at a cash redemption price equal to $45 multiplied by the number of shares being redeemed. Any such optional redemption by the Company shall be credited against the Lucosky Note. During the three months ended September 30, 2017 and the period June 3, 2017 to September 30, 2017, Microphase incurred $3 and $6, respectively, of interest on the Lucosky Note. As of September 30, 2017, accrued interest on the Lucosky Note was $6. | ||
[4] | At September 30, 2017, Microphase had guaranteed the repayment of two equity lines of credit in the aggregate amount of $304 with Wells Fargo Bank, NA ("Wells Fargo") (collectively, the "Wells Fargo Notes"). Microphase had previously guaranteed the payment under the first Wells Fargo equity line during 2008, the proceeds of which Microphase had received from a concurrent loan from Edson Realty Inc., a related party owned real estate holding company. As of September 30, 2017, the first line of credit, which is secured by residential real estate owned by a former officer, had an outstanding balance of $214, with an annual interest rate of 4.00%. Microphase had guaranteed the payment under the second Wells Fargo equity line in 2014. Microphase had received working capital loans from the former CEO from funds that were drawn against the second Wells Fargo equity line. As of September 30, 2017, the second line of credit, secured by the former CEO's principal residence, had an outstanding balance of $90, with an annual interest rate of 3.00%. During the three months ended September 30, 2017 and the period June 3, 2017 to September 30, 2017, Microphase incurred $3 and $4, respectively, of interest on the Wells Fargo Notes. | ||
[5] | In August 2016, Microphase received a $300 loan pursuant to the State of Connecticut Small Business Express Job Creation Incentive Program which is administered through the Department of Economic and Community Development ("DECD") (the "DECD Note"). The DECD Note bears interest at a rate of 3% per annum and is due in August 2026. Payment of principal and interest is deferred during the initial year and commencing on the thirteenth month, payable in equal monthly installments over the remaining term. During the three months ended September 30, 2017 and the period June 3, 2017 to September 30, 2017, Microphase incurred $3 of interest on the DECD Note. In conjunction with the DECD Note, Microphase was awarded a Small Business Express Matching Grant of $100. State grant funding requires a dollar for dollar match on behalf of Microphase. As of June 30, 2017, the Company has utilized $18 of the grant and the balance of $82 is reported within deferred revenue. | ||
[6] | In December 2016, Microphase utilized a $20 overdraft credit line at People's United Bank with an annual interest rate of 15%. As of September 30, 2017, the balance of that overdraft credit line was $19. | ||
[7] | At September 30, 2017, Power-Plus had guaranteed the repayment of two lines of credit in the aggregate amount of $182 with Bank of America NA ("B of A") and Wells Fargo (collectively, the "Power-Plus Lines"). As of September 30, 2017, the B of A line of credit had an outstanding balance of $107, with an annual interest rate of 6.25%. As of September 30, 2017, the Wells Fargo line of credit had an outstanding balance of $75, with an annual interest rate of 10.00%. During the period September 2 to September 30, 2017, Power-Plus incurred $1 of interest on the Power-Plus Lines. | ||
[8] | Pursuant to the terms of the Purchase Agreement with Power-Plus, the Company entered into a two-year promissory note in the amount of $255 payable to the former owner as part of the purchase consideration. The $255 note is payable in 24 equal monthly installments. |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 28, 2017 | Jun. 02, 2017 | Apr. 05, 2017 | Apr. 03, 2017 | Mar. 31, 2017 | Mar. 15, 2017 | Feb. 28, 2017 | Feb. 23, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Aug. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Mar. 28, 2017 | Nov. 03, 2016 | |
Number of shares issued | 189,091 | 500,000 | |||||||||||||||||||
Share price | $ 0.55 | $ 0.55 | $ 0.55 | $ 0.55 | $ 0.55 | ||||||||||||||||
Total notes payable | $ 2,268 | $ 2,268 | $ 2,268 | $ 2,268 | $ 2,268 | ||||||||||||||||
Debt face amount | $ 400 | ||||||||||||||||||||
Warrant issued | 1,428,572 | 180,002 | 333,333 | ||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.90 | $ 0.70 | $ 0.79 | $ 0.79 | $ 0.79 | $ 0.79 | $ 0.79 | ||||||||||||||
Debt discount | $ 355 | 484 | $ 355 | $ 355 | $ 355 | $ 355 | |||||||||||||||
Number of convertible securities cancellation | 360,002 | 666,667 | |||||||||||||||||||
Exercise price of convertible securities | $ 0.75 | $ 0.60 | |||||||||||||||||||
Interest expense | 13 | ||||||||||||||||||||
Original debt amount | $ 270 | $ 400 | |||||||||||||||||||
Convertible Securities issued | 100,001 | ||||||||||||||||||||
Value of convertible securities per share | $ 55 | 648 | |||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.01 | ||||||||||||||||||||
Other short-term notes payable [Member] | |||||||||||||||||||||
Total notes payable | [1] | 55 | 55 | 55 | 55 | 55 | |||||||||||||||
Bank of America NA ("B of A") [Member] | Two equity lines of credit [Member] | |||||||||||||||||||||
Total notes payable | $ 130 | $ 130 | $ 130 | $ 130 | $ 130 | ||||||||||||||||
Interest rate | 6.25% | 6.25% | 6.25% | 6.25% | 6.25% | ||||||||||||||||
Four Accredited Investor [Member] | Other short-term notes payable [Member] | |||||||||||||||||||||
Total notes payable | $ 140 | ||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||
Warrant issued | 224,371 | ||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.77 | ||||||||||||||||||||
Debt discount | $ 95 | ||||||||||||||||||||
Amount of share canceled | $ 75 | ||||||||||||||||||||
Number of share canceled | 100,001 | ||||||||||||||||||||
Share price (in dollars per share) | $ 0.55 | ||||||||||||||||||||
Description of conversion | An additional $75 in short-term loans from the Company’s corporate counsel was converted into the Company’s equity securities; $52 was converted into one of the Series C Units and $23 was converted into the Company’s common stock. The Company did not record any additional interest expense as a result of the extinguishment of $130 in short-term loans since the carrying amount of the short-term loans was equivalent to the fair value of the consideration transferred, which was determined from the closing price of the Company’s equity securities on the date of extinguishment. During the three months ended September 30, 2017, the Company also repaid $30 in short-term loans. | ||||||||||||||||||||
10% short term promissory notes [Member] | |||||||||||||||||||||
Total notes payable | [2] | $ 705 | $ 705 | $ 705 | $ 705 | $ 705 | |||||||||||||||
10% short term promissory notes [Member] | Nineteen accredited investors [Member] | Microphase Corporation [Member] | |||||||||||||||||||||
Total notes payable | $ 705 | ||||||||||||||||||||
Term of notes payable | 1 year | ||||||||||||||||||||
Accrued interest on debt | 19 | 25 | 237 | ||||||||||||||||||
Proceeds from Convertible Debt | $ 634 | ||||||||||||||||||||
Placement fees | $ 71 | ||||||||||||||||||||
Debt payment term | The amount due pursuant to the 10% Short-Term Notes is equal to the entire original principal amount multiplied by 125% (the “ | ||||||||||||||||||||
Consulting fees | 120 | 120 | |||||||||||||||||||
8% Notes payable to Lucosky Brookman, LLP Due On November 25, 2017 [Member] | |||||||||||||||||||||
Total notes payable | [3] | 450 | 450 | 450 | 450 | 450 | |||||||||||||||
8% Notes payable to Lucosky Brookman, LLP Due On November 25, 2017 [Member] | Microphase Corporation [Member] | |||||||||||||||||||||
Total notes payable | $ 450 | ||||||||||||||||||||
Accrued interest on debt | 3 | 6 | 6 | ||||||||||||||||||
8% Notes payable to Lucosky Brookman, LLP Due On November 25, 2017 [Member] | Microphase Corporation [Member] | Redeemable Convertible Series B Preferred Stock [Member] | |||||||||||||||||||||
Convertible Securities issued | 10,000 | ||||||||||||||||||||
Value of convertible securities per share | $ 45 | ||||||||||||||||||||
Notes payable to Wells Fargo [Member] | |||||||||||||||||||||
Total notes payable | [4] | 304 | 304 | 304 | 304 | 304 | |||||||||||||||
Notes payable to Wells Fargo [Member] | Wells Fargo Bank, NA ("Wells Fargo") [Member] | Two equity lines of credit [Member] | |||||||||||||||||||||
Total notes payable | 304 | 304 | 304 | 304 | 304 | ||||||||||||||||
Accrued interest on debt | 3 | 4 | |||||||||||||||||||
Notes payable to Wells Fargo [Member] | Wells Fargo Bank, NA ("Wells Fargo") [Member] | One equity lines of credit [Member] | Former officer [Member] | |||||||||||||||||||||
Total notes payable | $ 214 | $ 214 | $ 214 | $ 214 | $ 214 | ||||||||||||||||
Interest rate | 4.00% | 4.00% | 4.00% | 4.00% | 4.00% | ||||||||||||||||
Notes payable to Wells Fargo [Member] | Wells Fargo Bank, NA ("Wells Fargo") [Member] | One equity lines of credit [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||
Total notes payable | $ 90 | $ 90 | $ 90 | $ 90 | $ 90 | ||||||||||||||||
Interest rate | 3.00% | 3.00% | 3.00% | 3.00% | 3.00% | ||||||||||||||||
Note payable to Department of Economic and Community Development Due in August 2026 [Member] | |||||||||||||||||||||
Total notes payable | [5] | $ 298 | $ 298 | $ 298 | $ 298 | $ 298 | |||||||||||||||
Note payable to Department of Economic and Community Development Due in August 2026 [Member] | Department of Economic and Community Development ("DECD") [Member] | |||||||||||||||||||||
Total notes payable | $ 300 | ||||||||||||||||||||
Accrued interest on debt | 3 | 3 | |||||||||||||||||||
Interest rate | 3.00% | ||||||||||||||||||||
Debt payment term | Payment of principal and interest is deferred during the initial year and commencing on the thirteenth month, payable in equal monthly installments over the remaining term. | ||||||||||||||||||||
Grant additional funding | $ 100 | ||||||||||||||||||||
Deferred revenue | 82 | ||||||||||||||||||||
Granted fund utilized | $ 18 | ||||||||||||||||||||
Note payable to People's United Bank [Member] | |||||||||||||||||||||
Total notes payable | [6] | 19 | 19 | 19 | 19 | 19 | |||||||||||||||
Note payable to People's United Bank [Member] | Overdraft credit line [Member] | |||||||||||||||||||||
Total notes payable | 19 | $ 20 | 19 | 19 | 19 | 19 | |||||||||||||||
Interest rate | 15.00% | ||||||||||||||||||||
Power-Plus Credit Facilities [Member] | |||||||||||||||||||||
Total notes payable | [7] | 182 | 182 | 182 | 182 | 182 | |||||||||||||||
Power-Plus Credit Facilities [Member] | Two equity lines of credit [Member] | |||||||||||||||||||||
Total notes payable | $ 75 | $ 75 | $ 75 | $ 75 | $ 75 | ||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||
Power-Plus Credit Facilities [Member] | Promissory Note [Member] | Asset Purchase Agreement [Member] | |||||||||||||||||||||
Debt face amount | $ 255 | $ 255 | $ 255 | $ 255 | $ 255 | ||||||||||||||||
Debt instrument periodic payment | 24 equal monthly installments. | ||||||||||||||||||||
Power-Plus Credit Facilities [Member] | Bank of America NA ("B of A") [Member] | Two equity lines of credit [Member] | |||||||||||||||||||||
Total notes payable | 182 | $ 182 | $ 182 | $ 182 | $ 182 | ||||||||||||||||
Accrued interest on debt | $ 1 | ||||||||||||||||||||
Demand Promissory Notes [Member] | |||||||||||||||||||||
Debt face amount | $ 400 | $ 270 | |||||||||||||||||||
Number of convertible securities cancellation | 666,667 | ||||||||||||||||||||
Exercise price of convertible securities | $ 0.60 | ||||||||||||||||||||
Interest expense | $ 13 | ||||||||||||||||||||
Original debt amount | $ 400 | $ 400 | |||||||||||||||||||
Proceeds from Convertible Debt | $ 50 | $ 220 | |||||||||||||||||||
Demand Promissory Notes [Member] | Eight Accredited Investor [Member] | |||||||||||||||||||||
Debt face amount | $ 400 | ||||||||||||||||||||
Interest rate | 6.00% | ||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||
Warrant issued | 333,333 | ||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.70 | ||||||||||||||||||||
Debt discount | $ 151 | ||||||||||||||||||||
Demand Promissory Notes [Member] | Several Investor [Member] | |||||||||||||||||||||
Debt face amount | $ 270 | ||||||||||||||||||||
Interest rate | 6.00% | ||||||||||||||||||||
[1] | Between May 5, 2017 and June 30, 2017, Digital Power received additional short-term loans of $140 from four accredited investors, of which $75 was from the Company's corporate counsel, a related party. As additional consideration, the investors received five-year warrants to purchase 224,371 shares of common stock at a weighted average exercise price of $0.77 per share. The warrants are exercisable commencing six months after the issuance date and are subject to certain beneficial ownership limitations. The exercise price of these warrants is subject to adjustment for customary stock splits, stock dividends, combinations and other standard anti-dilution events. The warrants may be exercised for cash or on a cashless basis. During the quarter ended June 30, 2017, the Company recorded debt discount in the amount of $95 based on the estimated fair value of these warrants. The Company computed the fair value of these warrants using the Black-Scholes option pricing model. As a result of the short-term feature of these loans and advances, the debt discount was amortized as non-cash interest expense upon issuance of the warrants using the effective interest method. | ||||||||||||||||||||
[2] | In December 2016, Microphase issued $705 in 10% short-term promissory notes to nineteen accredited investors which, after deducting $71 of placement fees to its selling agent, Spartan Capital Securities, LLC ("Spartan"), resulted in $634 in net proceeds to Microphase (the "10% Short-Term Notes"). The 10% Short-Term Notes are due one year from the date of issuance. The amount due pursuant to the 10% Short-Term Notes is equal to the entire original principal amount multiplied by 125% (the "Loan Premium") plus accrued interest. During the three months ended September 30, 2017 and the period June 3, 2017 to September 30, 2017, Microphase incurred $19 and $25, respectively, of interest on these 10% short-term promissory notes. Concurrently, Microphase entered into a one-year agreement with Spartan for investment banking services which provided for: (i) $120 of consulting fees that were paid in cash from the proceeds of the 10% Short-Term Notes; and (ii) if Microphase completes an initial public offering, $90 payable in shares of Microphase common stock. As of September 30, 2017, accrued interest on the 10% Short-Term Notes was $237. | ||||||||||||||||||||
[3] | On June 2, 2017, pursuant to the terms of the Share Exchange Agreement and in consideration of legal services, Microphase issued a $450 8% promissory note with a maturity date of November 25, 2017 to Lucosky Brookman, LLP (the "Lucosky Note"). In conjunction with the issuance of the Lucosky Note, the Company issued Lucosky Brookman 10,000 shares of redeemable convertible Series E preferred stock (the "Series E Preferred Stock") with a stated value of $45 per share as an alternative to providing a guarantee for the amount of the Lucosky Note. The Company, at its option, may redeem for cash, in whole or in part, at any time and from time to time, the shares of Series E Preferred Stock at the time outstanding, upon written notice to the holder of the shares, at a cash redemption price equal to $45 multiplied by the number of shares being redeemed. Any such optional redemption by the Company shall be credited against the Lucosky Note. During the three months ended September 30, 2017 and the period June 3, 2017 to September 30, 2017, Microphase incurred $3 and $6, respectively, of interest on the Lucosky Note. As of September 30, 2017, accrued interest on the Lucosky Note was $6. | ||||||||||||||||||||
[4] | At September 30, 2017, Microphase had guaranteed the repayment of two equity lines of credit in the aggregate amount of $304 with Wells Fargo Bank, NA ("Wells Fargo") (collectively, the "Wells Fargo Notes"). Microphase had previously guaranteed the payment under the first Wells Fargo equity line during 2008, the proceeds of which Microphase had received from a concurrent loan from Edson Realty Inc., a related party owned real estate holding company. As of September 30, 2017, the first line of credit, which is secured by residential real estate owned by a former officer, had an outstanding balance of $214, with an annual interest rate of 4.00%. Microphase had guaranteed the payment under the second Wells Fargo equity line in 2014. Microphase had received working capital loans from the former CEO from funds that were drawn against the second Wells Fargo equity line. As of September 30, 2017, the second line of credit, secured by the former CEO's principal residence, had an outstanding balance of $90, with an annual interest rate of 3.00%. During the three months ended September 30, 2017 and the period June 3, 2017 to September 30, 2017, Microphase incurred $3 and $4, respectively, of interest on the Wells Fargo Notes. | ||||||||||||||||||||
[5] | In August 2016, Microphase received a $300 loan pursuant to the State of Connecticut Small Business Express Job Creation Incentive Program which is administered through the Department of Economic and Community Development ("DECD") (the "DECD Note"). The DECD Note bears interest at a rate of 3% per annum and is due in August 2026. Payment of principal and interest is deferred during the initial year and commencing on the thirteenth month, payable in equal monthly installments over the remaining term. During the three months ended September 30, 2017 and the period June 3, 2017 to September 30, 2017, Microphase incurred $3 of interest on the DECD Note. In conjunction with the DECD Note, Microphase was awarded a Small Business Express Matching Grant of $100. State grant funding requires a dollar for dollar match on behalf of Microphase. As of June 30, 2017, the Company has utilized $18 of the grant and the balance of $82 is reported within deferred revenue. | ||||||||||||||||||||
[6] | In December 2016, Microphase utilized a $20 overdraft credit line at People's United Bank with an annual interest rate of 15%. As of September 30, 2017, the balance of that overdraft credit line was $19. | ||||||||||||||||||||
[7] | At September 30, 2017, Power-Plus had guaranteed the repayment of two lines of credit in the aggregate amount of $182 with Bank of America NA ("B of A") and Wells Fargo (collectively, the "Power-Plus Lines"). As of September 30, 2017, the B of A line of credit had an outstanding balance of $107, with an annual interest rate of 6.25%. As of September 30, 2017, the Wells Fargo line of credit had an outstanding balance of $75, with an annual interest rate of 10.00%. During the period September 2 to September 30, 2017, Power-Plus incurred $1 of interest on the Power-Plus Lines. |
NOTES PAYABLE - RELATED PARTIES
NOTES PAYABLE - RELATED PARTIES (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Total notes payable | $ 250 | $ 406 | ||
Less: current portion | (274) | $ (250) | ||
Notes payable - long-term portion | $ 250 | 132 | ||
MCKEA [Member] | ||||
Total notes payable | [1] | 250 | ||
Former officer and employee [Member] | ||||
Total notes payable | [2] | $ 406 | ||
[1] | On December 29, 2016, the Company entered into an agreement with MCKEA Holdings, LLC ("MCKEA"). MCKEA is the majority member of Philou Ventures, LLC, which is the Company's controlling shareholder. Kristine L. Ault, a director and the wife of Milton C. Ault III, Executive Chairman of the Company's Board of Directors, is the manager and owner of MCKEA, for a demand promissory note (The "MCKEA Note") in the amount of $250 bearing interest at the rate of 6% per annum on unpaid principal. The MCKEA Note may be prepaid, in whole or in part, without penalty, at the option of the Company and without the consent of MCKEA. As of December 31, 2016, no interest was accrued on the MCKEA Note. On March 24, 2017, the MCKEA Note was cancelled to purchase the Company's Series B Preferred Stock pursuant to the terms of the Preferred Stock Purchase Agreement entered into on March 9, 2017 (See Note 14). Since there was no difference between the reacquisition price and the net carrying value of the cancelled debt, no gain or loss was recognized as a result of this transaction. | |||
[2] | Microphase is a party to several notes payable agreements with seven of its past officers, employees and their family members. As of September 30, 2017, the aggregate outstanding balance pursuant to these notes payable agreements, inclusive of $87 of accrued interest, was $493, with annual interest rates ranging between 3.00% and 6.00%. During the three months ended September 30, 2017 and the period June 3, 2017 to September 30, 2017, Microphase incurred $7 of interest on these notes payable agreements. In July 2016, one of these noteholders initiated litigation to collect the balance owed under the terms of his respective agreement. At September 30, 2017, the outstanding principal balance and accrued interest owed under this particular agreement was $162. |
NOTES PAYABLE - RELATED PARTI58
NOTES PAYABLE - RELATED PARTIES (Details Narrative) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2017USD ($)Number | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 29, 2016USD ($) | |
Notes payable from related parties | $ 274 | $ 250 | ||
Interest payable | 16 | 12 | ||
MCKEA [Member] | Notes Payable, Other Payables [Member] | ||||
Notes payable from related parties | $ 250 | |||
Debt instrument, interest rate | 6.00% | |||
Interest payable | $ 0 | |||
Gain (loss) on cancellation of notes payable | $ 0 | |||
Former officer and employee [Member] | Notes Payable, Other Payables [Member] | ||||
Number of officers and employees | Number | 7 | |||
Notes payable from related parties | $ 493 | |||
Interest payable | 7 | |||
Notes payable outstanding | $ 162 | |||
Former officer and employee [Member] | Notes Payable, Other Payables [Member] | Minimum [Member] | ||||
Debt instrument, interest rate | 3.00% | |||
Former officer and employee [Member] | Notes Payable, Other Payables [Member] | Maximum [Member] | ||||
Debt instrument, interest rate | 6.00% |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Convertible note | $ 1,280 | |
Unamortized debt discounts | (726) | |
Unamortized financing cost | (89) | |
Convertible note - related party, net of debt discounts and financing cost | 465 | |
10% Two Convertible Notes [Member] | ||
Convertible note | 880 | |
12% Convertible secured notes [Member] | ||
Convertible note | $ 400 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Aug. 23, 2017 | Aug. 10, 2017 | Aug. 03, 2017 | Jul. 28, 2017 | Jun. 28, 2017 | Apr. 25, 2017 | Apr. 17, 2017 | Mar. 15, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Aug. 08, 2017 | Aug. 01, 2017 | Jul. 25, 2017 | Jun. 02, 2017 | Apr. 26, 2017 | Apr. 05, 2017 | Feb. 28, 2017 | Dec. 31, 2016 | Oct. 21, 2016 |
Debt face amount | $ 400 | ||||||||||||||||||
Warrant issued | 1,428,572 | 180,002 | 333,333 | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.79 | $ 0.90 | $ 0.70 | ||||||||||||||||
Debt discount | $ 355 | $ 484 | |||||||||||||||||
Number of shares issued | 189,091 | 500,000 | |||||||||||||||||
Share price | $ 0.55 | ||||||||||||||||||
Interest expense | $ 13 | ||||||||||||||||||
Sale of stock, per share (in dollars per share) | $ 0.55 | $ 0.60 | |||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.01 | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 1.10 | ||||||||||||||||||
12% Convertible Promissory Notes [Member] | |||||||||||||||||||
Debt face amount | $ 530 | ||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.55 | ||||||||||||||||||
Conversion price (in dollars per share) | $ 0.55 | ||||||||||||||||||
Share price | $ 0.55 | ||||||||||||||||||
Principal amount | $ 400 | ||||||||||||||||||
Proceeds from convertible debt | $ 360 | ||||||||||||||||||
Maturity date | Aug. 13, 2018 | ||||||||||||||||||
10% Senior Convertible Promissory Notes [Member] | |||||||||||||||||||
Share price | $ 0.60 | ||||||||||||||||||
Principal amount | $ 880 | ||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||
Warrant issued | 272,727 | ||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.55 | ||||||||||||||||||
Aggregate purchase price | $ 150 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Institutional Investor [Member] | |||||||||||||||||||
Maturity date | Feb. 10, 2018 | ||||||||||||||||||
Purchase price | $ 800 | ||||||||||||||||||
Securities Purchase Agreement [Member] | 12% Convertible Promissory Notes [Member] | Accredited Investors [Member] | |||||||||||||||||||
Number of shares issued | 666,666 | ||||||||||||||||||
Share price | $ 0.55 | ||||||||||||||||||
Exchange Agreement [Member] | |||||||||||||||||||
Warrant issued | 120,000 | ||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.55 | ||||||||||||||||||
Sale of stock | 200,000 | ||||||||||||||||||
Sale of stock, per share (in dollars per share) | $ 0.55 | ||||||||||||||||||
Aggregate purchase price | $ 110 | ||||||||||||||||||
Cancellation of note | $ 110 | ||||||||||||||||||
Warrant [Member] | 10% Senior Convertible Promissory Notes [Member] | |||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.66 | ||||||||||||||||||
Number of shares issued | 1,475,000 | ||||||||||||||||||
Share price | $ 0.60 | ||||||||||||||||||
Warrant [Member] | Securities Purchase Agreement [Member] | Accredited Investors [Member] | |||||||||||||||||||
Number of shares issued | 666,666 | ||||||||||||||||||
Share price | $ 0.70 | ||||||||||||||||||
10% Two Convertible Notes [Member] | |||||||||||||||||||
Conversion of shares outstanding | 189,091 | 80 | |||||||||||||||||
Accrued interest on debt | $ 4 | ||||||||||||||||||
Beneficial conversion feature | $ 31 | $ 357 | |||||||||||||||||
Debt face amount | $ 250 | $ 104 | |||||||||||||||||
Interest rate | 7.00% | ||||||||||||||||||
Warrant issued | 83,334 | 166,668 | 1,475,000 | 83,334 | 160,000 | ||||||||||||||
Amortization of debt discounts | $ 212 | ||||||||||||||||||
Repurchase of stock | $ 144 | ||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.55 | $ 0.90 | $ 0.80 | ||||||||||||||||
Debt discount | $ 61 | $ 357 | |||||||||||||||||
Conversion price (in dollars per share) | $ 0.75 | ||||||||||||||||||
Share price | $ 0.60 | ||||||||||||||||||
Principal amount | $ 880 | $ 125 | |||||||||||||||||
Maturity date | Feb. 10, 2018 | ||||||||||||||||||
Purchase price | $ 800 | ||||||||||||||||||
Interest expense | 17 | 93 | |||||||||||||||||
Additional non-cash interest expensese | $ 3 | ||||||||||||||||||
Cancellation of warrants issued | 83,334 | ||||||||||||||||||
Exercise price of warrants cancelled (in dollars per share) | $ 0.90 | ||||||||||||||||||
10% Two Convertible Notes [Member] | Minimum [Member] | |||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.55 | ||||||||||||||||||
10% Two Convertible Notes [Member] | Maximum [Member] | |||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.90 | ||||||||||||||||||
10% Two Convertible Notes [Member] | Warrant [Member] | |||||||||||||||||||
Beneficial conversion feature | $ 61 | ||||||||||||||||||
Other Convertible Notes Payable [Member] | |||||||||||||||||||
Conversion of shares outstanding | 189,091 | ||||||||||||||||||
Beneficial conversion feature | $ 26 | ||||||||||||||||||
Debt face amount | $ 104 | ||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||
Warrant issued | 160,000 | ||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.80 | ||||||||||||||||||
Debt discount | $ 25 | ||||||||||||||||||
7% Convertible Note One [Member] | |||||||||||||||||||
Debt face amount | $ 110 | ||||||||||||||||||
7% Convertible Note Two [Member] | |||||||||||||||||||
Debt face amount | $ 35 | ||||||||||||||||||
7% Convertible Note Three [Member] | |||||||||||||||||||
Debt face amount | $ 34 |
CONVERTIBLE NOTE - RELATED PART
CONVERTIBLE NOTE - RELATED PARTY (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Unamortized debt discounts | $ (355) | $ (484) |
Unamortized financing cost | (9) | (12) |
Convertible note - related party, net of debt discounts and financing cost | 166 | 34 |
12% Convertible secured note [Member] | ||
12% Convertible secured note | $ 530 | $ 530 |
CONVERTIBLE NOTE - RELATED PA62
CONVERTIBLE NOTE - RELATED PARTY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Oct. 21, 2016 | Jun. 30, 2017 | Sep. 30, 2017 | Jun. 02, 2017 | Apr. 05, 2017 | Feb. 28, 2017 | Dec. 31, 2016 |
Debt face amount | $ 400 | ||||||
Warrant term | 4 years 5 months 1 day | ||||||
Number of warrants | 1,428,572 | 180,002 | 333,333 | ||||
Exercise price of warrants (in dollars per share) | $ 0.79 | $ 0.90 | $ 0.70 | ||||
Debt interest expense | $ 44 | $ 129 | |||||
Interest payable | $ 16 | $ 12 | |||||
12% Convertible secured note [Member] | |||||||
Debt face amount | $ 530 | ||||||
Original debt discount | 30 | ||||||
Proceeds from convertible debt | $ 500 | ||||||
Conversion price (in dollars per share) | $ 0.55 | ||||||
Debt instrument minimum share price | 3 | ||||||
Warrant, force redemption price | $ 0.001 | ||||||
Beneficiary conversion feature | $ 329 | ||||||
Debt discount | 518 | ||||||
Debt discount, warrant | 159 | ||||||
Debt issuance costs, gross | $ 13 | ||||||
12% Convertible secured note [Member] | Warrant One [Member] | |||||||
Warrant term | 3 years | ||||||
Number of warrants | 265,000 | ||||||
Exercise price of warrants (in dollars per share) | $ 0.80 | ||||||
12% Convertible secured note [Member] | Warrant Two [Member] | |||||||
Warrant term | 3 years | ||||||
Number of warrants | 265,000 | ||||||
Exercise price of warrants (in dollars per share) | $ 0.90 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) $ / shares in Units, $ in Thousands | Jun. 28, 2017USD ($)$ / sharesshares | Jun. 19, 2017Investor$ / sharesshares | May 05, 2017shares | Apr. 05, 2017USD ($)$ / sharesshares | Mar. 24, 2017shares | Mar. 15, 2017USD ($)$ / sharesshares | Mar. 09, 2017USD ($)$ / sharesshares | Mar. 08, 2017USD ($)$ / sharesshares | Feb. 23, 2017USD ($)$ / sharesshares | Nov. 15, 2016USD ($)$ / sharesshares | Nov. 03, 2016USD ($)$ / shares | Jun. 18, 2017USD ($)$ / sharesshares | Jun. 02, 2017USD ($)$ / sharesshares | Jul. 02, 2017shares | Mar. 31, 2017USD ($) | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($) | Aug. 08, 2017USD ($) | Aug. 01, 2017USD ($) | Jul. 28, 2017USD ($)$ / sharesshares | Jul. 25, 2017$ / sharesshares | Apr. 26, 2017USD ($)$ / sharesshares | Apr. 17, 2017USD ($)$ / sharesshares | Mar. 28, 2017USD ($) | Feb. 28, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares |
Preferred stock, authorized | 151,224 | 151,224 | ||||||||||||||||||||||||
Stock issued during period, shares, new issues | 189,091 | 500,000 | ||||||||||||||||||||||||
Warrant issued | 180,002 | 1,428,572 | 333,333 | |||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.90 | $ 0.79 | $ 0.70 | |||||||||||||||||||||||
Debt face amount | $ | $ 400 | |||||||||||||||||||||||||
Warrant term | 4 years 5 months 1 day | |||||||||||||||||||||||||
Cancellation of convertible securities, number of securities called by convertible securities | 360,002 | 666,667 | ||||||||||||||||||||||||
Cancellation of convertible securities, exercise price of convertible securities | $ / shares | $ 0.75 | $ 0.60 | ||||||||||||||||||||||||
Debt conversion, original debt, amount | $ | $ 270 | $ 400 | ||||||||||||||||||||||||
Sale of stock, price per share | $ / shares | $ 0.55 | $ 0.60 | ||||||||||||||||||||||||
Proceeds from issuance of common stock | $ | $ 104 | $ 300 | ||||||||||||||||||||||||
Preferred stock value per share | $ / shares | ||||||||||||||||||||||||||
Preferred stock, issued | 0 | 0 | ||||||||||||||||||||||||
Preferred stock, outstanding | 0 | 0 | ||||||||||||||||||||||||
Convertible Securities issued | 100,001 | |||||||||||||||||||||||||
Value of convertible securities per share | $ | $ 55 | $ 648 | ||||||||||||||||||||||||
Total notes payable | $ | $ 2,268 | |||||||||||||||||||||||||
Exchange Agreement [Member] | ||||||||||||||||||||||||||
Warrant issued | 120,000 | |||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.55 | |||||||||||||||||||||||||
Sale of stock, price per share | $ / shares | $ 0.55 | |||||||||||||||||||||||||
10% Two Convertible Notes [Member] | ||||||||||||||||||||||||||
Warrant issued | 1,475,000 | 83,334 | 83,334 | 160,000 | 166,668 | |||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.55 | $ 0.80 | $ 0.90 | |||||||||||||||||||||||
Cancellation of warrants issued | 83,334 | |||||||||||||||||||||||||
Exercise price of warrants cancelled (in dollars per share) | $ / shares | $ 0.90 | |||||||||||||||||||||||||
Debt face amount | $ | $ 104 | $ 250 | ||||||||||||||||||||||||
7% Convertible Note [Member] | ||||||||||||||||||||||||||
Debt face amount | $ | $ 125 | |||||||||||||||||||||||||
7% Convertible Note One [Member] | ||||||||||||||||||||||||||
Debt face amount | $ | $ 110 | |||||||||||||||||||||||||
7% Convertible Note Two [Member] | ||||||||||||||||||||||||||
Debt face amount | $ | $ 35 | |||||||||||||||||||||||||
7% Convertible Note Three [Member] | ||||||||||||||||||||||||||
Debt face amount | $ | $ 34 | |||||||||||||||||||||||||
Demand Promissory Notes [Member] | ||||||||||||||||||||||||||
Debt face amount | $ | $ 270 | $ 400 | ||||||||||||||||||||||||
Cancellation of convertible securities, number of securities called by convertible securities | 666,667 | |||||||||||||||||||||||||
Cancellation of convertible securities, exercise price of convertible securities | $ / shares | $ 0.60 | |||||||||||||||||||||||||
Debt conversion, original debt, amount | $ | $ 400 | $ 400 | ||||||||||||||||||||||||
Subscription Agreement [Member] | ||||||||||||||||||||||||||
Warrant issued | 901,666 | |||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.80 | |||||||||||||||||||||||||
Stock and warrants issued during period, shares | 901,666 | |||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.60 | |||||||||||||||||||||||||
Stock and warrants issued during period, value | $ | $ 541 | |||||||||||||||||||||||||
Subscription agreement, participate, trigger amount | $ | $ 100,000 | |||||||||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||||
Warrant issued | 163,636 | |||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.55 | |||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.80 | |||||||||||||||||||||||||
Stock issued for services | 12,549 | 956,153 | ||||||||||||||||||||||||
Stock value issued for services | $ | $ 10 | $ 498 | ||||||||||||||||||||||||
Sale of stock, price per share | $ / shares | $ 0.80 | $ 0.52 | ||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.01 | |||||||||||||||||||||||||
Warrants and rights outstanding | $ | $ 188,000 | |||||||||||||||||||||||||
Warrant term | 10 years | |||||||||||||||||||||||||
Affiliate of Philou [Member] | ||||||||||||||||||||||||||
Debt instrument, amount cancelled | $ | $ 250,000 | |||||||||||||||||||||||||
Warrant issued | 1,428,572 | |||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.70 | |||||||||||||||||||||||||
Warrants and rights outstanding | $ | $ 401 | |||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||
Convertible redeemable preferred stock, authorized | 500,000 | 500,000 | ||||||||||||||||||||||||
Temporary equity, shares issued | 100,000 | 0 | ||||||||||||||||||||||||
Temporary equity, stated value per share | $ / shares | $ 10 | $ 10 | ||||||||||||||||||||||||
Temporary equity outstanding | 100,000 | 0 | ||||||||||||||||||||||||
Series B Preferred Stock [Member] | Preferred Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||
Temporary equity, stated value per share | $ / shares | $ 10 | |||||||||||||||||||||||||
Series B Preferred Stock [Member] | Affiliate of Philou [Member] | ||||||||||||||||||||||||||
Convertible preferred stock, beneficial conversion feature | $ | $ 265 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||
Convertible redeemable preferred stock, authorized | 500,000 | 500,000 | ||||||||||||||||||||||||
Temporary equity, shares issued | 0 | 0 | ||||||||||||||||||||||||
Temporary equity outstanding | 0 | 0 | ||||||||||||||||||||||||
Total Preferred and Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||
Preferred stock, authorized | 2,000,000 | |||||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||||
Convertible redeemable preferred stock, authorized | 460,000 | 460,000 | ||||||||||||||||||||||||
Temporary equity, shares issued | 455,002 | 0 | ||||||||||||||||||||||||
Temporary equity, stated value per share | $ / shares | $ 2.40 | $ 2.40 | ||||||||||||||||||||||||
Temporary equity outstanding | 455,002 | 0 | ||||||||||||||||||||||||
Series C Preferred Stock [Member] | Subscription Agreement [Member] | ||||||||||||||||||||||||||
Dividend rate | $ / shares | $ 0.24 | |||||||||||||||||||||||||
Warrant issued | 86,667 | |||||||||||||||||||||||||
Stock and warrants issued during period, shares | 21,667 | |||||||||||||||||||||||||
Number of investors | Investor | 20 | |||||||||||||||||||||||||
Description of preferred stock | Each share of Series C Preferred Stock has a stated value of $2.40 per share. Each share of Series C Preferred Stock may be convertible at the holder’s option into shares of Common Stock of the Company at a conversion price of $0.60 per share, which, currently, represents four shares of Common Stock. The conversion price is subject to standard anti-dilution provisions in connection with any stock split, stock dividend, subdivision or similar reclassification of the Common Stock. Each share of Series C Preferred stock is mandatorily converted into shares of Common Stock based on the then conversion price in effect in the event that the Company’s Common Stock closing price exceeds $1.20 per share for 20 consecutive trading days. As the effective conversion price of the Series C Convertible Preferred Stock on a converted basis was below the market price of the Company’s common stock on the date of issuance, it was determined that these discounts represent beneficial conversion features, which were valued at $371 and recognized as a deemed dividend, based on the difference between the effective conversion price and the market price of the Company’s common stock on the date of issuance. | |||||||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||||||
Convertible redeemable preferred stock, authorized | 378,776 | 378,776 | ||||||||||||||||||||||||
Temporary equity, shares issued | 378,776 | 0 | ||||||||||||||||||||||||
Temporary equity, stated value per share | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||
Temporary equity outstanding | 378,776 | 0 | ||||||||||||||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||||||||||||
Convertible redeemable preferred stock, authorized | 10,000 | 10,000 | ||||||||||||||||||||||||
Temporary equity, shares issued | 10,000 | 0 | ||||||||||||||||||||||||
Temporary equity, stated value per share | $ / shares | $ 45 | $ 45 | ||||||||||||||||||||||||
Temporary equity outstanding | 10,000 | 0 | ||||||||||||||||||||||||
Philou [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 1,000,000 | |||||||||||||||||||||||||
Philou [Member] | Series B Preferred Stock [Member] | Preferred Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||
Stock purchase agreement, maximum investment | $ | $ 5,000 | |||||||||||||||||||||||||
Stock purchase agreement, term | 3 years | |||||||||||||||||||||||||
Temporary equity, redemption price per share | $ / shares | $ 0.70 | |||||||||||||||||||||||||
Stock required to participate in financing agreements, minimum threshold | 100,000 | |||||||||||||||||||||||||
Stock issued during period, shares, new issues | 100,000 | |||||||||||||||||||||||||
Description of preferred stock | Each share of Series B Preferred Stock shall have the right to receive dividends equal to one ten millionth (0.0000001) of earnings before interest, taxes, depreciation, amortization and stock-based compensation ( “EBITDAS” | |||||||||||||||||||||||||
Philou Ventures, LLC [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 50,000 | 25,000 | 1,000,000 |
STOCKHOLDERS' EQUITY (Details64
STOCKHOLDERS' EQUITY (Details Narrative 1) - USD ($) $ / shares in Units, $ in Thousands | Aug. 23, 2017 | Jul. 28, 2017 | Jul. 24, 2017 | Jul. 07, 2017 | Jun. 28, 2017 | Jun. 02, 2017 | Apr. 28, 2017 | Apr. 05, 2017 | Mar. 15, 2017 | Sep. 05, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jul. 25, 2017 | Feb. 28, 2017 | Dec. 31, 2016 | |
Convertible Securities issued | 100,001 | |||||||||||||||
Value of convertible securities per share | $ 55 | $ 648 | ||||||||||||||
Total notes payable | 2,268 | |||||||||||||||
Number of shares issued | 189,091 | 500,000 | ||||||||||||||
Value of shares issued | $ 145 | |||||||||||||||
Share price | $ 0.55 | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.90 | $ 0.79 | $ 0.70 | |||||||||||||
Sale of stock, per share (in dollars per share) | $ 0.55 | $ 0.60 | ||||||||||||||
Warrant issued | 1,428,572 | 180,002 | 333,333 | |||||||||||||
Private Placement [Member] | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.55 | |||||||||||||||
Warrant issued | 163,636 | |||||||||||||||
Institutional Investor [Member] | Private Placement [Member] | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.55 | |||||||||||||||
Sale of stock | 63,600 | |||||||||||||||
Sale of stock, per share (in dollars per share) | $ .55 | |||||||||||||||
Aggregate purchase price | $ 35 | |||||||||||||||
Cancellation of note | $ 35 | |||||||||||||||
Warrant issued | 120,000 | |||||||||||||||
Consultant [Member] | ||||||||||||||||
Stock issued for services | 680,645 | |||||||||||||||
Value issued for services | $ 424 | |||||||||||||||
Shares issued, price per share | $ 0.62 | |||||||||||||||
8% Notes payable to Lucosky Brookman, LLP Due On November 25, 2017 [Member] | ||||||||||||||||
Total notes payable | [1] | $ 450 | ||||||||||||||
8% Notes payable to Lucosky Brookman, LLP Due On November 25, 2017 [Member] | Microphase Corporation [Member] | ||||||||||||||||
Total notes payable | $ 450 | |||||||||||||||
Redeemable Convertible Series B Preferred Stock [Member] | 8% Notes payable to Lucosky Brookman, LLP Due On November 25, 2017 [Member] | Microphase Corporation [Member] | ||||||||||||||||
Convertible Securities issued | 10,000 | |||||||||||||||
Value of convertible securities per share | $ 45 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Number of shares issued | 360,000 | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.90 | |||||||||||||||
Shares issued, price per share | $ 0.75 | |||||||||||||||
Warrant issued | 180,000 | |||||||||||||||
Common Stock [Member] | TVT Capital LLC [Member] | Private Placement [Member] | ||||||||||||||||
Number of shares issued | 163,636 | |||||||||||||||
Share price | $ 0.55 | |||||||||||||||
Common Stock [Member] | Institutional Investor [Member] | Private Placement [Member] | ||||||||||||||||
Number of shares issued | 63,600 | |||||||||||||||
Value of shares issued | $ 35 | |||||||||||||||
Share price | $ 0.55 | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Number of shares issued | 1,000,000 | |||||||||||||||
Number of shares issued for acquisition | 1,000,000 | |||||||||||||||
Warrant [Member] | Institutional Investor [Member] | Private Placement [Member] | ||||||||||||||||
Number of shares issued | 120,000 | |||||||||||||||
Share price | $ 0.55 | |||||||||||||||
Share Exchange Agreement [Member] | Series D Preferred Stock [Member] | ||||||||||||||||
Number of shares issued | 378,776 | |||||||||||||||
Number of shares issued for acquisition | 378,776 | |||||||||||||||
Share Exchange Agreement [Member] | Series D Preferred Stock [Member] | Common Stock And Warrants [Member] | ||||||||||||||||
Number of shares converted | 757,552 | |||||||||||||||
Share Exchange Agreement [Member] | Common Stock [Member] | ||||||||||||||||
Number of shares issued | 1,842,448 | |||||||||||||||
Number of shares issued for acquisition | 1,842,448 | |||||||||||||||
Share Exchange Agreement [Member] | Common Stock [Member] | Microphase Corporation [Member] | ||||||||||||||||
Common stock, shares issued | 1,603,434 | |||||||||||||||
Common stock, shares outstanding | 1,603,434 | |||||||||||||||
Asset Purchase Agreement [Member] | Coolisys Technologies, Inc. [Member] | Intellectual Property [Member] | ||||||||||||||||
Number of shares issued | 50,000 | |||||||||||||||
Purchase of intellectual property | $ 81 | |||||||||||||||
Number of shares issued for acquisition | 50,000 | |||||||||||||||
Acquisition share price, per share | $ 31 | |||||||||||||||
Cash | $ 50 | |||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.55 | |||||||||||||||
Aggregate purchase price | $ 150 | |||||||||||||||
Warrant issued | 272,727 | |||||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Six Investors [Member] | ||||||||||||||||
Number of shares issued | 851,363 | |||||||||||||||
Value of shares issued | $ 468 | |||||||||||||||
Share price | $ 0.55 | |||||||||||||||
Aggregate purchase price paid in cash | $ 445 | |||||||||||||||
Aggregate purchase price paid in consideration | $ 23 | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.75 | |||||||||||||||
Warrant issued | 109,090 | |||||||||||||||
Exchange Agreement [Member] | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.55 | |||||||||||||||
Sale of stock | 200,000 | |||||||||||||||
Sale of stock, per share (in dollars per share) | $ 0.55 | |||||||||||||||
Aggregate purchase price | $ 110 | |||||||||||||||
Cancellation of note | $ 110 | |||||||||||||||
Warrant issued | 120,000 | |||||||||||||||
[1] | On June 2, 2017, pursuant to the terms of the Share Exchange Agreement and in consideration of legal services, Microphase issued a $450 8% promissory note with a maturity date of November 25, 2017 to Lucosky Brookman, LLP (the "Lucosky Note"). In conjunction with the issuance of the Lucosky Note, the Company issued Lucosky Brookman 10,000 shares of redeemable convertible Series E preferred stock (the "Series E Preferred Stock") with a stated value of $45 per share as an alternative to providing a guarantee for the amount of the Lucosky Note. The Company, at its option, may redeem for cash, in whole or in part, at any time and from time to time, the shares of Series E Preferred Stock at the time outstanding, upon written notice to the holder of the shares, at a cash redemption price equal to $45 multiplied by the number of shares being redeemed. Any such optional redemption by the Company shall be credited against the Lucosky Note. During the three months ended September 30, 2017 and the period June 3, 2017 to September 30, 2017, Microphase incurred $3 and $6, respectively, of interest on the Lucosky Note. As of September 30, 2017, accrued interest on the Lucosky Note was $6. |
RELATED PARTY TRANSACTION (Deta
RELATED PARTY TRANSACTION (Details Narrative) $ / shares in Units, $ in Thousands | Aug. 03, 2017USD ($)$ / shares | Jun. 28, 2017shares | Apr. 05, 2017$ / sharesshares | Mar. 15, 2017shares | Mar. 03, 2017USD ($)$ / sharesshares | Dec. 29, 2016USD ($) | Oct. 26, 2016USD ($)shares | Oct. 24, 2016USD ($) | Oct. 21, 2016USD ($)$ / shares | Mar. 25, 2017USD ($) | Mar. 24, 2017shares | Jun. 30, 2017USD ($)Agreement$ / sharesshares | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($)shares | Sep. 30, 2017USD ($)Segment$ / sharesshares | Aug. 16, 2017USD ($) | Jun. 02, 2017shares | Feb. 28, 2017USD ($)Investor$ / sharesshares | Feb. 22, 2017USD ($) |
Debt face amount | $ 400 | ||||||||||||||||||
Interest expense | $ 44 | $ 129 | |||||||||||||||||
Number of shares issued | shares | 189,091 | 500,000 | |||||||||||||||||
Warrant issued | shares | 180,002 | 1,428,572 | 333,333 | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.90 | $ 0.79 | $ 0.70 | ||||||||||||||||
MCKEA Short-term Loan [Member] | |||||||||||||||||||
Interest expense | $ 3 | ||||||||||||||||||
Proceeds from short-term debt | $ 250 | ||||||||||||||||||
Cancellation of short-term borrowings | $ 250 | ||||||||||||||||||
The Consultant Mr. Ault [Member] | |||||||||||||||||||
Compensation expenses | 90 | ||||||||||||||||||
Series B Preferred Stock [Member] | MCKEA Short-term Loan [Member] | |||||||||||||||||||
Number of shares issued | shares | 25,000 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Number of shares issued | shares | 360,000 | ||||||||||||||||||
Warrant issued | shares | 180,000 | ||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.90 | ||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.75 | ||||||||||||||||||
12% Convertible Promissory Notes [Member] | |||||||||||||||||||
Principal amount | $ 400 | ||||||||||||||||||
Debt face amount | $ 530 | ||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.55 | ||||||||||||||||||
Maturity date | Aug. 13, 2018 | ||||||||||||||||||
Interest expense | $ 32 | ||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.55 | ||||||||||||||||||
12% Convertible Promissory Notes [Member] | Warrant [Member] | Barry Blank Living Trust [Member] | |||||||||||||||||||
Debt face amount | $ 500 | ||||||||||||||||||
Maturity date | Oct. 20, 2019 | ||||||||||||||||||
Avalanche International Corp. [Member] | |||||||||||||||||||
Principal amount | $ 1,809 | $ 1,500 | |||||||||||||||||
Value of equity shares available for sale | $ 28 | $ 85 | |||||||||||||||||
Avalanche International Corp. [Member] | MTIX [Member] | |||||||||||||||||||
Payments to acquire businesses, gross | $ 50 | $ 50 | |||||||||||||||||
Avalanche International Corp. [Member] | MTIX [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Number of shares issued for acquisition | shares | 100,000 | ||||||||||||||||||
Avalanche International Corp. [Member] | Common Stock [Member] | |||||||||||||||||||
Number of equity shares available for sale | shares | 71,746 | 250,900 | |||||||||||||||||
Weighted average number of shares outstanding, diluted | shares | 52,000,000 | ||||||||||||||||||
Avalanche International Corp. [Member] | Common Stock [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.50 | ||||||||||||||||||
Avalanche International Corp. [Member] | Common Stock [Member] | MTIX [Member] | |||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.50 | ||||||||||||||||||
Number of shares called by options | shares | 531,919 | ||||||||||||||||||
Avalanche International Corp. [Member] | Notes Receivable [Member] | |||||||||||||||||||
Conversion ratio | 0.74536 | ||||||||||||||||||
Number of shares issuable | shares | 2,113,086 | ||||||||||||||||||
Financing receivable, discount | $ 165 | ||||||||||||||||||
Payments to Acquire Notes Receivable | $ 950 | 2,682 | |||||||||||||||||
Avalanche International Corp. [Member] | Excess Funding of Note Receivable [Member] | |||||||||||||||||||
Principal amount | $ 970 | ||||||||||||||||||
Financing receivable, discount | $ 970 | ||||||||||||||||||
Avalanche International Corp. [Member] | 12% Convertible Promissory Notes [Member] | |||||||||||||||||||
Number of agreement | Agreement | 3 | ||||||||||||||||||
Principal amount | $ 525 | ||||||||||||||||||
Conversion ratio | 0.74536 | ||||||||||||||||||
Avalanche International Corp. [Member] | 12% Convertible Promissory Notes [Member] | Notes Receivable [Member] | Common Stock [Member] | |||||||||||||||||||
Number of shares issuable | shares | 2,113,086 | ||||||||||||||||||
Avalanche International Corp. [Member] | Convertible Notes [Member] | MTIX [Member] | Share Exchange Agreement [Member] | |||||||||||||||||||
Payments to acquire businesses, gross | $ 500 | ||||||||||||||||||
Debt face amount | $ 9,500 | ||||||||||||||||||
MTIX [Member] | MLSE Plasma-Laser System [Member] | |||||||||||||||||||
Term of long-term purchase commitment | 3 years | ||||||||||||||||||
Value of long-term purchase commitment | $ 50,000,000 | ||||||||||||||||||
Accredited Investor [Member] | |||||||||||||||||||
Debt face amount | $ 140 | $ 140 | $ 400 | ||||||||||||||||
Number of investors | 4 | 8 | |||||||||||||||||
Warrant issued | shares | 224,371 | 224,371 | |||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.77 | $ 0.77 | |||||||||||||||||
Amount of warrants outstanding | $ 88,462 | ||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.80 | $ 0.80 |
RELATED PARTY TRANSACTION (De66
RELATED PARTY TRANSACTION (Details Narrative 1) - USD ($) $ / shares in Units, $ in Thousands | Jun. 28, 2017 | Apr. 05, 2017 | Mar. 15, 2017 | Mar. 09, 2017 | Jun. 02, 2017 | Jul. 02, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Mar. 21, 2017 | Dec. 31, 2016 |
Sale of Stock, Price Per Share | $ 0.55 | $ 0.60 | ||||||||
Proceeds from issuance of common stock | $ 104 | $ 300 | ||||||||
Notes payable from related parties | $ 274 | $ 250 | ||||||||
Number of shares issued | 189,091 | 500,000 | ||||||||
JLA Realty [Member] | ||||||||||
Notes payable from related parties | $ 250 | |||||||||
Common Stock [Member] | ||||||||||
Number of shares issued | 360,000 | |||||||||
Subscription Agreement [Member] | Common Stock [Member] | ||||||||||
Sale of Stock, Price Per Share | $ 0.60 | |||||||||
Proceeds from issuance of common stock | $ 300 | |||||||||
Number of shares issued | 500,000 | |||||||||
Philou [Member] | JLA Realty [Member] | ||||||||||
Number of shares owned | 666,667 | |||||||||
Philou [Member] | Series B Preferred Stock [Member] | ||||||||||
Number of shares issued | 1,000,000 | |||||||||
Preferred Stock Purchase Agreement [Member] | Philou [Member] | Series B Preferred Stock [Member] | ||||||||||
Stock Purchase Agreement, Maximum Investment | $ 5,000 | |||||||||
Term of stock purchase agreement | 3 years | |||||||||
Number of shares issued | 100,000 |
SEGMENT, CUSTOMERS AND GEOGRAPH
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Revenues | $ 3,220 | $ 1,826 | $ 6,670 | $ 5,603 | |
Inter-segment revenues | |||||
Total revenues | 3,220 | 1,826 | 6,670 | 5,603 | |
Depreciation and amortization expense | 48 | 40 | 128 | 123 | |
Operating income (loss) | (1,318) | (83) | (3,549) | (272) | |
Interest income, net | 23 | 85 | |||
Interest expense, net | (783) | (1,367) | |||
Net loss attributable to non-controlling interest | 104 | 216 | |||
Income taxes | 22 | 22 | |||
Net income (loss) | (1,967) | (38) | (4,700) | (165) | |
Capital expenditures for segment assets | 4 | 22 | 78 | ||
Identifiable assets | 18,260 | 74 | 18,260 | 74 | $ 5,472 |
Operating Segments [Member] | DPC [Member] | |||||
Revenues | 2,877 | 1,248 | 5,206 | 3,408 | |
Inter-segment revenues | 6 | 27 | 43 | 89 | |
Total revenues | 2,883 | 1,275 | 5,249 | 3,497 | |
Depreciation and amortization expense | 32 | 19 | 75 | 57 | |
Operating income (loss) | (1,137) | 34 | (3,277) | (147) | |
Capital expenditures for segment assets | 8 | 23 | |||
Identifiable assets | 12,315 | 2,084 | 12,315 | 2,084 | |
Operating Segments [Member] | DPL [Member] | |||||
Revenues | 343 | 578 | 1,464 | 2,195 | |
Inter-segment revenues | |||||
Total revenues | 343 | 578 | 1,464 | 2,195 | |
Depreciation and amortization expense | 16 | 21 | 53 | 66 | |
Operating income (loss) | (181) | (117) | (272) | (125) | |
Capital expenditures for segment assets | 4 | 13 | 51 | ||
Identifiable assets | $ 1,666 | 2,371 | 1,666 | 2,371 | |
Intersegment Eliminations [Member] | |||||
Revenues | |||||
Inter-segment revenues | (27) | (43) | (89) | ||
Total revenues | $ (27) | $ (43) | $ (89) |
SEGMENT, CUSTOMERS AND GEOGRA68
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Total revenues | $ 3,220 | $ 1,826 | $ 6,670 | $ 5,603 |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer A [Member] | ||||
Total revenues | $ 433 | $ 407 | $ 1,062 | $ 1,176 |
Percentage of Total Company Revenues | 13.00% | 22.00% | 16.00% | 21.00% |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer B [Member] | ||||
Total revenues | $ 253 | |||
Percentage of Total Company Revenues | 14.00% | |||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer C [Member] | ||||
Total revenues | $ 196 | |||
Percentage of Total Company Revenues | 11.00% |
SEGMENT, CUSTOMERS AND GEOGRA69
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Total revenues | $ 3,220 | $ 1,826 | $ 6,670 | $ 5,603 |
Commercial Products [Member] | ||||
Total revenues | 1,342 | 1,505 | 3,362 | 3,971 |
Defense Products [Member] | ||||
Total revenues | $ 1,878 | $ 321 | $ 3,308 | $ 1,632 |
SEGMENT, CUSTOMERS AND GEOGRA70
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Total revenues | $ 3,220 | $ 1,826 | $ 6,670 | $ 5,603 |
North America [Member] | ||||
Total revenues | 2,671 | 1,125 | 4,746 | 3,128 |
Europe [Member] | ||||
Total revenues | 342 | 314 | 1,244 | 1,548 |
South Korea [Member] | ||||
Total revenues | 3 | 196 | 223 | 499 |
Other Countries [Member] | ||||
Total revenues | $ 204 | $ 191 | $ 457 | $ 428 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Nov. 07, 2017 | Nov. 02, 2017 | Oct. 18, 2017 | Oct. 17, 2017 | Oct. 04, 2017 | Oct. 03, 2017 | Jun. 28, 2017 | Apr. 05, 2017 | Mar. 15, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Nov. 01, 2017 | Sep. 13, 2017 | Aug. 23, 2017 | Jun. 02, 2017 | Feb. 28, 2017 |
Number of shares issued | 189,091 | 500,000 | ||||||||||||||
Share price | $ 0.55 | |||||||||||||||
Value of shares issued | $ 145 | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.90 | $ 0.79 | $ 0.70 | |||||||||||||
Debt face amount | $ 400 | |||||||||||||||
Warrant issued | 180,002 | 1,428,572 | 333,333 | |||||||||||||
Minimum [Member] | ||||||||||||||||
Exercise price of warrants (in dollars per share) | 0.01 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 1.10 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Number of shares issued | 360,000 | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.90 | |||||||||||||||
Warrant issued | 180,000 | |||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.55 | |||||||||||||||
Warrant issued | 272,727 | |||||||||||||||
Purchase and Sale Agreement [Member] | TVT Capital LLC [Member] | ||||||||||||||||
Cost of future receipts | $ 439 | $ 2,585 | ||||||||||||||
Aggregate Value of future receipts | 1,772 | |||||||||||||||
Financing receivable, discount | $ 813 | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Ault & Company [Member] | Warrant [Member] | ||||||||||||||||
Number of shares issued | 75,000 | |||||||||||||||
Share price | $ 0.60 | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Ault & Company [Member] | Common Stock [Member] | ||||||||||||||||
Number of shares issued | 75,000 | |||||||||||||||
Share price | $ 0.60 | |||||||||||||||
Aggregate purchase price paid in consideration | $ 50 | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Institutional Investor [Member] | First Convertible Debenture [Member] | ||||||||||||||||
Debt face amount | $ 1,111 | |||||||||||||||
Purchase price | 1,010 | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Institutional Investor [Member] | Second Convertible Debenture [Member] | ||||||||||||||||
Debt face amount | 1,089 | |||||||||||||||
Purchase price | $ 990 | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Institutional Investor [Member] | Convertible Debentures [Member] | ||||||||||||||||
Term of convertible debentures | 8 months | |||||||||||||||
Interest rate of convertible debentures | 5.00% | |||||||||||||||
Conversion price (in dollars per share) | $ 0.60 | |||||||||||||||
Proceeds from convertible debt | $ 7,500 | |||||||||||||||
Prepayment terms of convertible debentures | Prepay to the holder in cash 110% of the outstanding principal amounts of the Convertible Debentures and any accrued and unpaid interest if the closing of such transaction occurs within ninety days from the original issue date of a debenture, and the Company shall prepay to the holder in cash 115% of the outstanding principal amounts of the Convertible Debentures and any accrued and unpaid interest if the closing of such transaction occurs between 91 days from the original issue date and the maturity date of the Convertible Debenture. The Company has the option to prepay all amounts owed under the Convertible Debentures in cash at a rate of 110% within 90 days from the original issue date and 115% from 91 days from the original issue date through the maturity date. | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Institutional Investor [Member] | Restricted Stock Awards [Member] | ||||||||||||||||
Value of shares issued | $ 300,000 | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Aegis Capital Corp. [Member] | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 0.66 | |||||||||||||||
Financial advisor fee | $ 81 | |||||||||||||||
Warrant issued | 148,133 | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Aegis Capital Corp. [Member] | Minimum [Member] | ||||||||||||||||
Warrant exercisable term | P6M | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Aegis Capital Corp. [Member] | Maximum [Member] | ||||||||||||||||
Warrant exercisable term | P5Y | |||||||||||||||
Subsequent Event [Member] | Purchase and Sale Agreement [Member] | Libertas Funding LLC [Member] | ||||||||||||||||
Cost of future receipts | $ 594 | |||||||||||||||
Weekly payments for borrowings repayment | $ 400 | |||||||||||||||
Financing receivable, discount | $ 497 | |||||||||||||||
Description of financing receivable | Until that date, no specific payment schedules are required. After January 3, 2018, if the Company has not paid the $497, the Company agrees to pay the aggregate of $594 in future receipts under the following terms. The Company will be obligated to pay $25 on a weekly basis until the purchased price of $594 has been paid in full. The purchase price of $400 has been personally guaranteed by Philou and by Milton and Kristine Ault, directors of the Company. | |||||||||||||||
Number of shares issued | 200,000 | |||||||||||||||
Share price | $ 0.725 | |||||||||||||||
Subsequent Event [Member] | Purchase and Sale Agreement [Member] | TVT Capital LLC [Member] | ||||||||||||||||
Cost of future receipts | $ 834 | $ 223 | ||||||||||||||
Weekly payments for borrowings repayment | $ 150 | 21 | ||||||||||||||
Financing receivable, discount | $ 177 | |||||||||||||||
Description of financing receivable | If the Company pays TVT by January 3, 2018, the purchased amount will be discounted to $177. Until that date, no specific payment schedules are required. After January 3, 2018, if the Company has not paid the $177, the Company agrees to pay an aggregate amount of $223 under the following terms. The Company will be obligated to pay $13 on a weekly basis until the purchase price of $223 has been paid in full. The Agreement also includes warrants to purchase 75,000 shares of the Company’s common stock at an exercise price of $0.725 per share. In addition, the purchase price of $150 has been personally guaranteed by Mr. Ault. | |||||||||||||||
Origination fee | 30 | |||||||||||||||
Subsequent Event [Member] | Purchase and Sale Agreement [Member] | TVT Capital LLC [Member] | Microphase Corporation [Member] | ||||||||||||||||
Aggregate Value of future receipts | $ 600 | |||||||||||||||
Subsequent Event [Member] | Subscription Agreements [Member] | Five Investors [Member] | ||||||||||||||||
Number of shares issued | 725,000 | 452,239 | ||||||||||||||
Share price | $ 0.60 | $ 0.67 | $ 0.54 | |||||||||||||
Value of shares issued | $ 435 | $ 303 | ||||||||||||||
Aggregate purchase price paid in cash | 180 | 75 | ||||||||||||||
Aggregate purchase price paid in consideration | $ 255 | $ 228 | ||||||||||||||
Value of shares issued for services | $ 265 | |||||||||||||||
Number of shares issued for services | 490,000 | |||||||||||||||
Subsequent Event [Member] | Registration Rights Agreement [Member] | Convertible Debentures [Member] | ||||||||||||||||
Description of convertible debentures | Each such date of failure or breach and on each monthly anniversary thereof if not cured by such date, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the subscription amount paid pursuant to the Purchase Agreement. Subsequent to the 90 th |
SUBSEQUENT EVENTS (Details Na72
SUBSEQUENT EVENTS (Details Narrative 1) - USD ($) $ in Thousands | Nov. 02, 2017 | Feb. 28, 2017 |
Debt face amount | $ 400 | |
Subsequent Event [Member] | Loan And Security Agreement [Member] | I.AM, Inc [Member] | Revolving Credit Facility [Member] | ||
Debt face amount | $ 1,300 | |
Interest rate of convertible debentures | 6.00% |