Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 17, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | DPW Holdings, Inc. | |
Entity Central Index Key | 0000896493 | |
Document Type | 10-Q | |
Trading Symbol | DPW | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 37,735,115 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,283,607 | $ 902,329 |
Marketable equity securities | 283,988 | 178,597 |
Accounts receivable | 2,819,484 | 1,930,971 |
Accounts and other receivable, related party | 3,915,075 | 3,887,654 |
Accrued revenue | 1,535,704 | 1,353,411 |
Inventories, net | 2,864,324 | 3,261,126 |
Prepaid expenses and other current assets | 802,429 | 775,981 |
TOTAL CURRENT ASSETS | 13,504,611 | 12,290,069 |
Intangible assets | 4,252,454 | 4,359,798 |
Digital currencies | 4,225 | 1,535 |
Goodwill | 8,613,429 | 8,463,070 |
Property and equipment, net | 8,605,306 | 9,313,299 |
Right-of-use assets | 3,948,834 | |
Investments - related party, net of original issue discount of $1,974,791 and $2,336,693, respectively | 6,972,378 | 5,611,621 |
Investments in derivative instruments and common stock - related party | 2,561,332 | 3,043,499 |
Investments in preferred stock of private company | 480,000 | 480,000 |
Investment in limited partnership | 1,969,000 | 1,969,000 |
Loans receivable | 2,413,122 | 2,572,230 |
Other investments, related parties | 855,000 | 862,500 |
Other assets | 594,100 | 459,259 |
TOTAL ASSETS | 54,773,791 | 49,425,880 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 15,776,556 | 13,065,838 |
Accounts payable and accrued expenses, related party | 60,224 | 57,752 |
Operating lease liability, current | 856,475 | |
Advances on future receipts | 2,187,685 | 2,085,807 |
Short term advances | 47,000 | |
Short term advances, related party | 127,961 | 73,761 |
Revolving credit facility | 289,911 | 285,605 |
Notes payable, net | 5,650,699 | 6,388,787 |
Notes payable, related party | 166,925 | 166,925 |
Convertible notes payable | 6,260,294 | 6,742,494 |
Other current liabilities | 1,577,548 | 1,868,402 |
TOTAL CURRENT LIABILITIES | 33,001,278 | 30,735,371 |
LONG TERM LIABILITIES | ||
Operating lease liability, non-current | 3,124,524 | |
Notes payable | 473,243 | 483,659 |
Notes payable, related parties | 142,309 | 142,059 |
TOTAL LIABILITIES | 36,741,354 | 31,361,089 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Additional paid-in capital | 84,894,620 | 77,643,609 |
Accumulated deficit | (62,270,464) | (55,721,115) |
Accumulated other comprehensive loss | (4,609,346) | (3,902,523) |
TOTAL DPW HOLDINGS STOCKHOLDERS' EQUITY | 18,024,195 | 18,024,133 |
Non-controlling interest | 8,242 | 40,658 |
TOTAL STOCKHOLDERS' EQUITY | 18,032,437 | 18,064,791 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 54,773,791 | 49,425,880 |
Series A Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Convertible Preferred Stock | 1 | 1 |
Series B Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Convertible Preferred Stock | 125 | 125 |
Class A Common Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Common Stock | 9,259 | 4,036 |
Class B Common Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Common Stock |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Investments - related parties, original issue discount | $ 1,974,791 | $ 2,336,693 |
Series A Convertible Preferred Stock [Member] | ||
Convertible preferred stock, stated value (in dollars per share) | $ 25 | $ 25 |
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized | 1,000,000 | 1,000,000 |
Convertible preferred stock, issued | 1,504 | 1,434 |
Convertible preferred stock, outstanding | 1,504 | 1,434 |
Convertible preferred stock, liquidation preference | $ 37,600 | $ 35,850 |
Series B Convertible Preferred Stock [Member] | ||
Convertible preferred stock, stated value (in dollars per share) | $ 10 | $ 10 |
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized | 500,000 | 500,000 |
Convertible preferred stock, issued | 125,000 | 125,000 |
Convertible preferred stock, outstanding | 125,000 | 125,000 |
Convertible preferred stock, liquidation preference | $ 1,250,000 | $ 1,250,000 |
Class A Common Stock [Member] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 500,000,000 | 500,000,000 |
Common stock, issued | 9,259,115 | 4,036,407 |
Common stock, outstanding | 9,259,115 | 4,036,407 |
Class B Common Stock [Member] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 25,000,000 | 25,000,000 |
Common stock, issued | ||
Common stock, outstanding |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total revenue | $ 6,939,043 | $ 5,195,847 |
Cost of revenue | 5,118,313 | 3,802,709 |
Gross profit | 1,820,730 | 1,393,138 |
Operating expenses | ||
Engineering and product development | 455,678 | 343,023 |
Selling and marketing | 474,343 | 725,471 |
General and administrative | 5,430,966 | 3,221,623 |
Change in fair value of marketable equity securities | 116,042 | |
Impairment (gain) loss on digital currency | (1,503) | 71,316 |
Total operating expenses | 6,475,526 | 4,361,433 |
Loss from operations | (4,654,796) | (2,968,295) |
Interest expense | (1,262,614) | (3,132,116) |
Loss on extinguishment of convertible debt | (807,784) | |
Loss before income taxes | (6,725,194) | (6,100,411) |
Income tax benefit | 14,168 | 4,458 |
Net loss | (6,711,026) | (6,095,953) |
Less: Net loss attributable to non-controlling interest | 32,416 | 35,431 |
Net loss attributable to DPW Holdings | (6,678,610) | (6,060,522) |
Preferred dividends on Series A Preferred Stock | (1,869) | |
Net loss available to common stockholders | $ (6,680,479) | $ (6,060,522) |
Basic and diluted net loss per common share (in dollars per share) | $ (1.17) | $ (3.33) |
Basic and diluted weighted average common shares outstanding (in shares) | 5,695,740 | 1,819,598 |
Comprehensive Loss | ||
Loss available to common stockholders | $ (6,680,479) | $ (6,060,522) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustment | 29,857 | 26,457 |
Net unrealized (loss) gain on securities available-for-sale | (736,680) | (4,741,114) |
Other comprehensive income (loss) | (706,823) | (4,714,657) |
Total Comprehensive loss | (7,387,302) | (10,775,179) |
Revenue [Member] | ||
Total revenue | 5,551,651 | 3,165,459 |
Revenue, Cryptocurrency Mining [Member] | ||
Total revenue | 28,804 | 237,496 |
Revenue Related Party [Member] | ||
Total revenue | 1,792,892 | |
Revenue, Restaurant Operations [Member] | ||
Total revenue | 1,173,499 | |
Revenue Lending Activities [Member] | ||
Total revenue | $ 185,089 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Non-Controlling Interest [Member] | Total |
Balance at Dec. 31, 2017 | $ 479 | $ 1,511 | $ 36,916,659 | $ (23,414,151) | $ 4,503,046 | $ 780,737 | $ 18,788,281 |
Balance (in shares) at Dec. 31, 2017 | 478,776 | 1,511,115 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Compensation expense due to stock option issuances | 232,854 | 232,854 | |||||
Compensation expense due to warrant issuances | 23,477 | 23,477 | |||||
Issuance of common stock and warrants for cash | $ 256 | 6,243,099 | 6,243,355 | ||||
Issuance of common stock and warrants for cash (in shares) | 256,040 | ||||||
Issuance of common stock for services | $ 84 | 3,033,212 | 3,033,296 | ||||
Issuance of common stock for services (in shares) | 84,152 | ||||||
Issuance of common stock for conversion of debt | $ 102 | 2,167,742 | 2,167,844 | ||||
Issuance of common stock for conversion of debt (in shares) | 101,500 | ||||||
Issuance of common stock upon exercise of stock options | $ 3 | 97,797 | 97,800 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 3,000 | ||||||
Issuance of common stock upon exercise of warrants | $ 93 | 867,073 | 867,166 | ||||
Issuance of common stock upon exercise of warrants (in shares) | 93,323 | ||||||
Issuance of common stock for conversion of Series E preferred stock | $ (254) | $ 26 | (26) | ||||
Issuance of common stock for conversion of Series E preferred stock (in shares) | (254,500) | 25,450 | |||||
Issuance of common stock in connection with convertible notes | $ 27 | 353,646 | 353,673 | ||||
Issuance of common stock in connection with convertible notes (in shares) | 27,173 | ||||||
Beneficial conversion feature in connection with convertible notes | 288,573 | 288,573 | |||||
Fair value of warrants issued in connection with convertible notes | 1,405,048 | 1,405,048 | |||||
Cash for exchange fees and other financing costs | (858,671) | (858,671) | |||||
Comprehensive loss: | |||||||
Net loss | (6,060,522) | (6,060,522) | |||||
Net unrealized gain on securities available-for-sale, net of income taxes | (4,741,114) | (4,741,114) | |||||
Foreign currency translation adjustments | 26,457 | 26,457 | |||||
Net loss attributable to non-controlling interest | (35,431) | (35,431) | |||||
Balance at Mar. 31, 2018 | $ 225 | $ 2,102 | 50,770,483 | (29,474,673) | (211,611) | 745,306 | 21,832,086 |
Balance (in shares) at Mar. 31, 2018 | 224,276 | 2,101,753 | |||||
Balance at Dec. 31, 2018 | $ 126 | $ 4,036 | 77,643,609 | (55,721,115) | (3,902,523) | 40,658 | 18,064,791 |
Balance (in shares) at Dec. 31, 2018 | 126,434 | 4,036,407 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Compensation expense due to stock option issuances | 245,614 | 245,614 | |||||
Issuance of common stock and warrants for cash | $ 3,792 | 4,393,743 | 4,397,535 | ||||
Issuance of common stock and warrants for cash (in shares) | 3,791,642 | ||||||
Issuance of common stock for services | $ 375 | 252,644 | 253,019 | ||||
Issuance of common stock for services (in shares) | 375,000 | ||||||
Issuance of common stock for conversion of debt | $ 1,056 | 2,607,401 | 2,608,457 | ||||
Issuance of common stock for conversion of debt (in shares) | 1,056,066 | ||||||
Issuance of Series A preferred stock for cash | 1,750 | 1,750 | |||||
Issuance of Series A preferred stock for cash (in shares) | 70 | ||||||
Cash for exchange fees and other financing costs | (250,141) | (250,141) | |||||
Comprehensive loss: | |||||||
Net loss | (6,678,610) | (6,678,610) | |||||
Preferred deemed dividends | (1,869) | (1,869) | |||||
Net unrealized loss on derivatives in related party | (736,680) | (736,680) | |||||
Foreign currency translation adjustments | 131,130 | 29,857 | 29,857 | ||||
Net loss attributable to non-controlling interest | (32,416) | (32,416) | |||||
Balance at Mar. 31, 2019 | $ 126 | $ 9,259 | $ 84,894,620 | $ (62,270,464) | $ (4,609,346) | $ 8,242 | $ 18,032,437 |
Balance (in shares) at Mar. 31, 2019 | 126,504 | 9,259,115 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (6,711,026) | $ (6,095,953) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 799,023 | 115,147 |
Amortization | 162,415 | 33,358 |
Amortization of right-of-use assets | 32,165 | |
Interest expense - debt discount | 1,491,065 | 3,051,148 |
Accretion of original issue discount on notes receivable - related party | (612,309) | (485,031) |
Accretion of original issue discount on notes receivable | (49,505) | |
Stock-based compensation | 621,288 | 1,438,214 |
Realized losses on sale of digital currencies | 654 | |
Realized losses on sale of marketable equity securities | 13,344 | 41,784 |
Unrealized gains on marketable equity securities | (105,391) | |
Unrealized losses on equity securities - related party | 139,184 | |
Unrealized losses on equity securities | 699 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (824,120) | 344,137 |
Accounts receivable, related party | (27,421) | (1,792,892) |
Accrued revenue | (182,293) | |
Digital currencies | (30,307) | (166,180) |
Inventories | 453,775 | (215,786) |
Prepaid expenses and other current assets | (102,479) | 604,485 |
Other assets | (155,616) | (380,714) |
Accounts payable and accrued expenses | 3,180,861 | 527,189 |
Accounts payable, related parties | 2,472 | 11,022 |
Other current liabilities | (358,717) | 10,946 |
Net cash used in operating activities | (2,262,239) | (2,959,126) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (9,606) | (7,478,335) |
Purchase of intangible asset | (3,025) | |
Investments - related party | (740,948) | (146,780) |
Investments in derivative instruments and common stock - related party | (302,214) | (1,555,461) |
Investments in marketable equity securities | (657,273) | |
Sales of marketable equity securities | 286,656 | 430,375 |
Proceeds from loans to related parties | 16,088 | |
Investments in debt and equity securities | (205,125) | (370,500) |
Net cash used in investing activities | (971,237) | (9,764,911) |
Cash flows from financing activities: | ||
Gross proceeds from sales of common stock and warrants | 4,397,535 | 6,243,355 |
Proceeds from issuance of Series A Convertible Preferred Stock | 1,645 | |
Financing cost in connection with sales of equity securities | (250,141) | (858,668) |
Proceeds from stock option exercises | 97,740 | |
Proceeds from warrant exercises | 867,166 | |
Proceeds from convertible notes payable | 1,000,000 | |
Proceeds from notes payable | 500,000 | 8,550,000 |
Proceeds from short-term advances - related party | 54,200 | 50,000 |
Proceeds from short-term advances | 47,000 | 762,000 |
Payments on short-term advances | (425,000) | |
Payments on notes payable | (228,749) | (5,246,875) |
Payments on convertible notes payable | (809,253) | |
Proceeds from advances on future receipts | 319,729 | 2,990,277 |
Payments on advances on future receipts | (313,221) | (1,916,523) |
Payments of preferred dividends | (1,869) | |
Payments on revolving credit facilities, net | (7,375) | (220,815) |
Net cash provided by financing activities | 3,709,501 | 11,892,657 |
Effect of exchange rate changes on cash and cash equivalents | (94,747) | (16,753) |
Net increase (decrease) in cash and cash equivalents | 381,278 | (848,133) |
Cash and cash equivalents at beginning of period | 902,329 | 1,478,147 |
Cash and cash equivalents at end of period | 1,283,607 | 630,014 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 232,925 | 100,000 |
Non-cash investing and financing activities: | ||
Cancellation of convertible note payable into shares of common stock | 2,608,457 | 2,167,844 |
Payment of accounts payable with digital currency | 26,963 | |
Issuance of common stock for prepaid services | $ 1,924,339 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS DPW Holdings, Inc., a Delaware corporation (“DPW” or the “Company”), formerly known as Digital Power Corporation, was incorporated in September 2017. The Company is a diversified holding company owning subsidiaries engaged in the following operating businesses: commercial and defense solutions, commercial lending, cryptocurrency blockchain mining, advanced textile technology and restaurant operations. The Company’s wholly-owned subsidiaries are Systems 2001 Ltd (“ ”), and I. AM, Inc. (“I.AM”) On March 14, 2019, pursuant to the authorization provided by the Company’s stockholders . |
LIQUIDITY, GOING CONCERN AND MA
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS | 3 Months Ended |
Mar. 31, 2019 | |
Liquidity Going Concern And Managements Plans | |
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS | 2. LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS The accompanying condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern. As of March 31, 2019, the Company had cash and cash equivalents of $1,283,607, an accumulated deficit of $62,720,464 and a negative working capital of $19,496,667. The Company has incurred recurring losses and reported losses for the three months ended March 31, 2019 and 2018, totaled $6,711,026 and $6,095,953, respectively. In the past, the Company has financed its operations principally through issuances of convertible debt, promissory notes and equity securities. During 2019, the Company continued to successfully obtain additional equity and debt financing and in restructuring existing debt. 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”) to manufacture, install and service the Multiplex Laser Surface Enhancement (“MLSE”) plasma-laser system. Currently, the Company has subcontracted out a significant amount of these services to third parties. Although the manufacture of the $50 million of MLSE plasma-laser systems is expected to exceed four years, management continues to believe that the MLSE purchase order will be a source of revenue and generate significant cash flows for the Company. Additionally, on April 2, 2019, the Company received gross proceeds of approximately $7 million in a public offering of its securities (See Note 22). Management believes that the Company has access to capital resources through potential public or private issuances of debt or equity securities. However, if the Company is unable to raise additional capital, it may be required to curtail operations and take additional measures to reduce costs, including reducing its workforce, eliminating outside consultants and reducing legal fees to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern. |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2019 | |
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”). The Company has made estimates and judgments affecting the amounts reported in our condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from our estimates. The condensed consolidated financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission on April 16, 2019. The condensed consolidated balance sheet as of December 31, 2018 was derived from the Company’s audited 2018 financial statements contained in the above referenced Form 10-K. Results of the three months ended March 31, 2019, are not necessarily indicative of the results to be expected for the full year ending December 31, 2019. Principles of Consolidation The consolidated financial statements include the accounts of DPW and its wholly-owned subsidiaries, Coolisys, DP Limited, Power-Plus, Enertec, DP Lending and Digital Farms and its majority-owned subsidiaries, Microphase and I.AM. All significant intercompany accounts and transactions have been eliminated in consolidation. Accounting Estimates The preparation of financial statements, in conformity with U.S. 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, fair value of digital currencies, accruals of certain liabilities including product warranties, useful lives and depreciation, and deferred income taxes and related valuation allowance. Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers Step 1: Identify the contract with the customer, Step 2: Identify the performance obligations in the contract, Step 3: Determine the transaction price, Step 4: Allocate the transaction price to the performance obligations in the contract, and Step 5: Recognize revenue when the company satisfies a performance obligation. The Company’s disaggregated revenues consist of the following for the three months ended March 31, 2019: Three Months ended March 31, 2019 Digital DPC DPL Enertec Farms I.AM Total Primary Geographical Markets North America $ 2,546,837 $ — $ — $ 28,804 $ 1,173,499 $ 3,749,140 Europe 66,402 481,597 — — — 547,999 Middle East — — 2,312,902 — — 2,312,902 Other 68,767 74,917 185,318 — — 329,002 $ 2,682,006 $ 556,514 $ 2,498,220 $ 28,804 $ 1,173,499 $ 6,939,043 Major Goods RF/Microwave Filters $ 652,559 $ — $ — $ — $ — $ 652,559 Detector logarithmic video amplifiers 435,365 — — — — 435,365 Power Supply Units 1,408,993 — — — — 1,408,993 Power Supply Systems — 556,514 — — — 556,514 Healthcare diagnostic systems — — 648,668 — — 648,668 Defense systems — — 1,849,552 — — 1,849,552 Digital Currency Mining — — — 28,804 — 28,804 Restaurant operations — — — — 1,173,499 1,173,499 Lending activities 185,089 — — — — 185,089 $ 2,682,006 $ 556,514 $ 2,498,220 $ 28,804 $ 1,173,499 $ 6,939,043 Timing of Revenue Recognition Goods transferred at a a point in time $ 2,682,006 $ 419,613 $ — $ 28,804 $ 1,173,499 $ 4,303,922 Services transferred over time — 136,901 2,498,220 — — 2,635,121 $ 2,682,006 $ 556,514 $ 2,498,220 $ 28,804 $ 1,173,499 $ 6,939,043 Sales of Products The Company generates revenues from the sale of its products through a direct and indirect sales force. The Company’s performance obligations to deliver products are satisfied at the point in time when products are received by the customer, which is when the customer has title and the significant risks and rewards of ownership. The Company provides standard assurance warranties, which are not separately priced, that the products function as intended. The Company primarily receives fixed consideration for sales of product. Some of the Company’s contracts with distributors include stock rotation rights after six months for slow moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. The Company’s customers generally pay within 30 days from the receipt of a valid invoice. Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC 606-10-50-14(a) of not disclosing information about its remaining performance obligations. Manufacturing Services The Company provides manufacturing services in exchange primarily for fixed fees, however, the initial two MLSE units are subject to variable pricing under the $50 million purchase order from MTIX. Under the terms of the MLSE purchase order, the Company shall be entitled to cost plus $100,000 for the manufacture of the first two MLSE units. The Company has determined that the costs of manufacturing the MLSE units will decline over time because of a learning curve which will result in a greater amount of revenue being recognized for these initial two MLSE units. For manufacturing services, which include revenues generated by Enertec and in certain instances revenues generated by DPL, the Company’s performance obligation for manufacturing services is satisfied over time as the Company creates or enhances an asset based on criteria that is unique to the customer and that the customer controls as the asset is created or enhanced. Generally, the Company recognizes revenue based upon proportional performance over time using a cost to cost method which measures progress based on the costs incurred to total expected costs in satisfying its performance obligation. This method provides a depiction of the progress in providing the manufacturing service because there is a direct relationship between the costs incurred by the Company and the transfer of the manufacturing service to the customer. Manufacturing services that are recognized based upon the proportional performance method are included in the above table as services transferred over time and to the extent the customer has not been invoiced for these revenues, as accrued revenue in the accompanying consolidated balance sheets. Revisions to the Company’s estimates may result in increases or decreases to revenues and income and are reflected in the consolidated financial statements in the periods in which they are first identified. The Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component to the extent that the period between when the Company transfers its promised good or service to the customer and when the customer pays is one year or less. The aggregate amount of the transaction price allocated to the performance obligation that is partially unsatisfied as of March 31, 2019 for the MLSE units was approximately $48 million. The Company expects to recognize the remaining revenue related to the partially unsatisfied performance obligation over the next two and a half years. The Company will be paid in installments for this performance obligation over the next two and a half years. Blockchain Mining The Company derives its revenue by providing transaction verification services within the digital currency networks of cryptocurrencies, such as Bitcoin, Bitcoin Cash and Litecoin. The Company satisfies its performance obligation at the point in time that which the Company is awarded a unit of digital currency through its participation in the applicable network and network participants benefit from the Company’s verification service. In consideration for these services, the Company receives digital currencies which are recorded as revenue, using the closing U. S. dollar price of the related cryptocurrency on the date of receipt. Expenses associated with running the cryptocurrency mining business, such as equipment deprecation and electricity cost are recorded as a component of cost of revenues. Restaurant Operations The Company records revenue from restaurant sales at the time of sale, net of discounts, coupons, employee meals and complimentary meals and gift cards. Restaurant cost of sales primarily includes the cost of good, beverages, and merchandise and disposable paper and plastic goods used in preparing and selling the Company’s menu items and exclude depreciation and amortization. Vendor allowances received in connection with the purchase of a vendor’s products are recognized as a reduction of the related food and beverage costs as earned. 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, accounts receivables and accounts and other 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. 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 (See Note 4 and Note 7) that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurement at March 31, 2019 Total Level 1 Level 2 Level 3 Investments in common stock and $ 2,385,082 $ 633,214 $ — $ 1,751,868 Investment in common stock of Alzamend 176,250 — — 176,250 Investments in marketable equity securities 283,988 283,988 — — Investments in warrants of public companies 33,673 — — 33,673 Total Investments $ 2,878,993 $ 917,202 $ — $ 1,961,791 Fair Value Measurement at December 31, 2018 Total Level 1 Level 2 Level 3 Investments in common stock and $ 3,043,499 $ 812,858 $ — $ 2,230,641 Investments in marketable securities 178,597 178,597 — — Investments in warrants of public companies 34,372 — — 34,372 Total Investments $ 3,256,468 $ 991,455 $ — $ 2,265,013 We assess the inputs used to measure fair value using the three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market. Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases The Company continues to account for leases in the prior period financial statements under ASC Topic 840. 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. Anti-dilutive securities, which are convertible into the Company’s Class A common stock, consist of the following at March 31, 2019 and 2018: March 31, 2019 2018 Stock options 360,250 222,875 Warrants 936,381 323,743 Convertible notes 1,438,456 — Conversion of preferred stock 89,286 83,856 Total 2,824,373 630,474 Reclassifications Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations. In addition, certain prior year amounts from the restated amounts have been reclassified for consistency with the current period presentation. Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) Leases (Topic 842): Targeted Improvements In July 2017, the FASB issued ASU No. 2017-11, Earnings per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting |
Marketable Equity Securities
Marketable Equity Securities | 3 Months Ended |
Mar. 31, 2019 | |
Marketable Securities [Abstract] | |
Marketable Equity Securities | 4. Marketable Equity Securities Marketable securities in equity securities with readily determinable market prices consisted of the following as of March 31, 2019 and December 31, 2018: Marketable equity securities at March 31, 2019 Gross unrealized Gross realized Cost gains (losses) gains (losses) Fair value Common shares $ 220,880 $ 63,108 $ — $ 283,988 Marketable equity securities at December 31, 2018 Gross unrealized Gross realized Cost gains (losses) gains (losses) Fair value Common shares $ 220,880 ($ 42,283 ) $ — $ 178,597 The following table presents additional information about marketable equity securities: Marketable Equity Balance at January 1, 2018 $ 1,834,570 Purchases of marketable equity securities 858,458 Sales of marketable equity securities (2,188,292 ) Realized losses on marketable equity securities (175,405 ) Unrealized gains on marketable equity securities (150,734 ) Balance at December 31, 2018 $ 178,597 Purchases of marketable equity securities 300,000 Sales of marketable equity securities (286,656 ) Realized losses on marketable equity securities (13,344 ) Unrealized gains on marketable equity securities 105,391 Balance at March 31, 2019 $ 283,988 At March 31, 2019 and December 31, 2018, the Company had invested in the marketable equity securities of certain publicly traded companies. During the three months ended March 31, 2019, unrealized gains of $105,391 were included in net income as a component of change in fair value of equity securities. During the three months ended March 31, 2018, the Company recorded an unrealized loss of $150,734 as accumulated other comprehensive income in the stockholder's equity section of the Company’s consolidated balance sheet and as a change in unrealized gains and losses on marketable equity securities in the Company’s consolidated statements of comprehensive income (loss). The Company’s investment in marketable equity securities will be revalued on each balance sheet date. The fair value of the Company’s holdings in marketable equity securities at March 31, 2019 and December 31, 2018 is a Level 1 measurement based on quoted prices in an active market. At March 31, 2019 and December 31, 2018, the Company also held an investment in preferred stock of a private company and an investment in a limited partnership. These investments do not have readily determinable fair values and have been measured at cost less impairment, if any, and adjusted for observable price changes for identical or similar investments of the issuer. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 5. PROPERTY AND EQUIPMENT, NET At March 31, 2019 and December 31, 2018 property and equipment consist of: March 31, December 31, 2019 2018 Cryptocurrency machines and related equipment $ 9,198,928 $ 9,168,928 Computer, software and related equipment 2,476,156 2,495,470 Restaurant equipment 757,029 752,103 Office furniture and equipment 359,937 287,583 Leasehold improvements 1,304,302 1,274,865 14,096,352 13,978,949 Accumulated depreciation and amortization (5,491,046 ) (4,665,650 ) Property and equipment, net $ 8,605,306 $ 9,313,299 For the three months ended March 31, 2019 and 2018, depreciation expense amounted to $799,023 and $115,147, respectively. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 3 Months Ended |
Mar. 31, 2019 | |
Intangible Assets Net | |
INTANGIBLE ASSETS, NET | 6. INTANGIBLE ASSETS, NET At March 31, 2019 and December 31, 2018 intangible assets consist of: March 31, December 31, 2019 2018 Trade name and trademark $ 1,562,332 $ 1,562,332 Customer list 2,434,448 2,388,139 Non-competition agreements 150,000 150,000 Domain name and other intangible assets 782,381 762,807 4,929,161 4,863,278 Accumulated depreciation and amortization (676,707 ) (503,480 ) Intangible assets, net $ 4,252,454 $ 4,359,798 The Company’s trade names and trademarks were determined to have an indefinite life. The remaining definite lived intangible assets are primarily being amortized on a straight-line basis over their estimated useful lives. Amortization expense was $162,415 and $33,358 for the three months ended March 31, 2019 and 2018, respectively. |
INVESTMENTS - RELATED PARTIES
INVESTMENTS - RELATED PARTIES | 3 Months Ended |
Mar. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS - RELATED PARTIES | 7. INVESTMENTS – RELATED PARTIES Investments in AVLP and Alzamend at March 31, 2019 and December 31, 2018, are comprised of the following: March 31, December 31, 2019 2018 Investment in convertible promissory note of AVLP $ 7,732,660 $ 6,943,997 Accrued interest in convertible promissory note of AVLP 1,214,509 1,004,317 Total investment in convertible promissory note of AVLP – Gross 8,947,169 7,948,314 Less: original issue discount (1,974,791 ) (2,336,693 ) Total investment in convertible promissory note of AVLP $ 6,972,378 $ 5,611,621 Investment in derivative instruments of AVLP 1,751,868 2,230,641 Investment in common stock of AVLP 633,214 812,858 Investment in common stock of Alzamend 176,250 — Investment in derivative instruments and common stock of AVLP and Alzamend $ 2,561,332 $ 3,043,499 Total investment in AVLP and Alzamend – Net $ 9,533,710 $ 8,655,120 The following table summarizes the changes in our investments in AVLP and Alzamend during the three months ended March 31, 2019: Investment in warrants and Investment in Total common stock convertible investment of AVLP and promissory in AVLP and Alzamend note of AVLP Alzamend – Net Balance at January 1, 2019 $ 3,043,499 $ 5,611,621 $ 8,655,120 Investment in convertible promissory notes of AVLP — 530,756 530,756 Investment in common stock of AVLP and Alzamend 135,790 — 135,790 Fair value of derivative instruments issued by AVLP 257,907 — 257,907 Unrealized loss in derivative instruments of AVLP (736,680 ) — (736,680 ) Unrealized loss in common stock of AVLP and Alzamend (139,184 ) — (139,184 ) Accretion of discount — 619,809 619,809 Accrued Interest — 210,192 210,192 Balance at March 31, 2019 $ 2,561,332 $ 6,972,378 $ 9,533,710 The Company’s investments in AVLP, a related party controlled by Philou Ventures, LLC, or Philou, a significant stockholder of the Company, consist of convertible promissory notes, derivative instruments and shares of common stock of AVLP. At March 31, 2019, the Company has provided loans to AVLP in the principal amount $7,732,660 and, in addition to the 12% convertible promissory notes, AVLP has issued to the Company warrants to purchase 15,465,320 shares of AVLP common stock. The warrants entitle the Company to purchase up to 15,465,320 shares of AVLP common stock at an exercise price of $0.50 per share for a period of five years. The warrants were determined by the issuer to be financial derivative instruments. At March 31, 2019 and December 31, 2018, the Company recorded an unrealized loss on its investment in warrants of AVLP of $3,150,061 and $2,413,381, respectively, representing the difference between the cost basis and the estimated fair value of the warrants in the Company’s accumulated other comprehensive income in the stockholder's equity section of the Company’s consolidated balance sheet. During the three months ended March 31, 2019 and 2018, the Company recognized, in other comprehensive loss, net unrealized loss on derivative securities of related party of $736,680 and $4,273,014, respectively. The Company’s investment in AVLP will be revalued on each balance sheet date. The fair value of the Company’s holdings in the AVLP warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate, which ranged between 2.22% and 2.77%, was derived from the U.S. Treasury yield curve, matching the term of our investment, in effect at the measurement date. The volatility factor which ranged between 68.7% and 82.8% was determined based on historical stock prices for similar technology companies with market capitalizations under $100 million. The warrant valuation is a Level 3 measurement. In accordance with ASC No. 310, Receivables The Company evaluated the collectability of both interest and principal for the convertible promissory notes in AVLP to determine whether there was an impairment. Based on current information and events, the Company determined that it is probable that it will be able to collect amounts due according to the existing contractual terms. Impairment assessments require significant judgments and are based on significant assumptions related to the borrower’s credit risk, financial performance, expected sales, and estimated fair value of the collateral. During the three months ended March 31, 2019 and the year ended December 31, 2018, the Company also acquired in the open market 71,000 shares of AVLP common stock for $41,790 and 430,942 shares of AVLP common stock for $417,169, respectively. At March 31, 2019, the closing market price of AVLP’s common stock was $0.65, a decline from $0.90 at December 31, 2018. The Company has determined that its investment in AVLP marketable equity securities are accounted for pursuant to the fair value method and based upon the closing market price of AVLP common stock at March 31, 2019, the Company’s investment in AVLP common stock had an unrealized loss of $102,104. |
OTHER INVESTMENTS, RELATED PART
OTHER INVESTMENTS, RELATED PARTIES | 3 Months Ended |
Mar. 31, 2019 | |
Other Investments Related Parties | |
OTHER INVESTMENTS, RELATED PARTIES | 8. OTHER INVESTMENTS, RELATED PARTIES The Company’s other related party investments primarily consist of two investments. MTIX, Ltd. On December 5, 2017, the Company entered into an exchange agreement with WT Johnson pursuant to which the Company issued to WT Johnson two convertible promissory notes in the principal amount of $600,000 (“Note A”) and $1,667,766 (“Note B”), in exchange for cancellation of amounts due to WT Johnson by MTIX Ltd., a related party of the Company. During December 2017, the Company issued 30,000 shares of its common stock to WT Johnson & Sons upon the conversion of Note A and WT Johnson subsequently sold the 30,000 shares. The proceeds from the sale of shares of common stock received upon the conversion of Note A were sufficient to satisfy the entire $2,267,766 obligation as well as an additional $400,500 of value added tax due to WT Johnson. Concurrent with entering into the exchange agreement, the Company received a promissory note in the amount of $2,668,266 from MTIX and cancelled Note B. At March 31, 2019 and December 31, 2018, the Company has valued the note receivable at $600,000, the carrying amount of Note A. The Company will recognize the remainder of the amount due from MTIX upon payment of the promissory note by MTIX. Israeli Property During the year ended December 31, 2017, our President, Amos Kohn, purchased certain real property that serves as a facility for the Company’s business operations in Israel. The Company made $300,000 of payments to the seller of the property and received a 28% undivided interest in the real property (“Property”). The Company’s subsidiary, Coolisys, entered into a Trust Agreement and Tenancy In Common Agreement with Roni Kohn, who owns a 72% interest in the Property, the daughter of Mr. Kohn and an Israeli citizen. The Property was purchased to serve as a residence/office facility for the Company in order to oversee its Israeli operations and to expand its business in the hi-tech industry located in Israel. Pursuant to the Trust Agreement, Ms. Kohn will hold and manage Coolisys’ undivided 28% interest in the Property. The trust will be in effect until it is terminated by mutual agreement of the parties. During the term of the trust, Ms. Kohn will not sell, lease, sublease, transfer, grant, encumber, change or effect any other disposition with respect to the Property or Coolisys’ interest without the Company’s approval. Under the Tenancy In Common Agreement, Coolisys and its executive officers shall have the exclusive rights to use the Property for the Company and its affiliates’ business operations. The Property shall be managed by Ms. Kohn. Further, pursuant to the Tenancy In Common Agreement, for each completed calendar month of employment of Mr. Kohn by the Company, Ms. Kohn shall have the right to purchase a portion of the Company’s interest in the Property. Such right shall fully vest at the end of five years of continuous employment and the Trustee shall have the right to purchase the Company’s 28% interest in the Property for a nominal value. The Company will amortize its $300,000 investment over ten years, subject to a cliff vesting after five years. During the three months ended March 31, 2019 and 2018, the Company recognized $7,500 in amortization expense. If Mr. Kohn is not employed by the Company, the Company shall have the right to demand that Ms. Kohn purchase the Company’s remaining interest in the Property that was not subject to vesting for the fair market value of such unvested Property interest. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 9. ACQUISITIONS The following pro forma data for the three months ended March 31, 2018 summarizes the results of operations for the period indicated as if the Enertec acquisition, which closed on May 23, 2018 had been completed as of the beginning of the 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 been obtained if the acquisition occurred as of the beginning of the period presented or that may be obtained in future periods: For the Three Months Ended March 31, 2018 Total Revenue $ 7,774,229 Net loss $ (6,136,615 ) Less: Net loss attributable to non-controlling interest 35,431 Loss available to common shareholders $ (6,101,184 ) Basic and diluted net loss per common share $ (3.35 ) Basic and diluted weighted average common shares outstanding 1,819,598 Comprehensive Loss Loss available to common shareholders $ (6,101,184 ) Other comprehensive income (loss) Change in net foreign currency translation adjustments 26,457 Net unrealized loss on derivative securities of related party (4,741,114 ) Other comprehensive income (loss) (4,714,657 ) Total Comprehensive loss $ (10,815,841 ) |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 10. STOCK-BASED COMPENSATION Under the Company's 2018 Stock Incentive Plan (the “2018 Plan”), 2017 Stock Incentive Plan (the “2017 Plan”), 2016 Stock Incentive Plan (the “2016 Plan”) and the 2012 Stock Option Plan, as amended (the “2012 Plan”) (collectively, the “Plans”), options may be granted to employees, officers, consultants, service providers and directors of the Company. The Plans, as amended, provide for the issuance of a maximum of 868,632 shares of the Company’s common stock. 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 March 31, 2019, an aggregate of 520,539 of the Company's options are still available for future grant. During the three months ended March 31, 2019, the Company did not grant any options. During the three months ended March 31, 2018, the Company did not grant any options from the Plans; however, the Company did grant 38,750 options to its employees outside of the Plans. These options become fully vested after four years. The Company estimated the grant date fair value of options granted utilizing the Black-Scholes option pricing model during the three months ended March 31, 2018 was $1,480,195 which is being recognized as stock-based compensation expense over the requisite four-year service period. During the three months ended March 31, 2019 and 2018, the Company also issued 375,000 and 64,153, respectively, shares of common stock to its consultants and service providers. The Company estimated the grant date fair value of these shares of common stock was $253,019 and $2,457,102, respectively, which was determined from the closing price of the Company’s common stock on the date of issuance. 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 three months ended March 31, 2018, the Company estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted average assumptions: Three Months Ended March 31, 2018 Weighted average risk-free interest rate 2.41% — 2.43% Weighted average life (in years) 5.0 Volatility 124.7% Expected dividend yield 0% Weighted average grant-date fair value per share of $ 38.20 The options outstanding as of March 31, 2019, 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 $12.00 - $14.00 149,000 7.27 $13.44 96,751 $13.31 $26.40 - $27.60 8,500 8.28 $27.46 3,500 $27.26 $30.20 - $33.80 2,875 3.33 $32.67 2,875 $32.67 $12.00 - $33.80 160,375 7.25 $14.53 103,126 $14.32 Issuances outside of Plans $16.00 - $46.40 199,875 7.15 $26.09 47,121 $28.87 Total Options $12.00 - 46.40 360,250 7.20 $20.94 150,247 $18.88 The total stock-based compensation expense related to stock options and stock awards issued pursuant to the Plans to the Company’s employees, consultants and directors, included in reported net loss for the three months ended March 31, 2019 and 2018, is comprised as follows: Three Months Ended March 31, 2019 March 31, 2018 Cost of revenues $ - $ 4,874 Engineering and product development - 13,650 Selling and marketing - 11,922 General and administrative 162,326 664,165 Stock-based compensation from Plans $ 162,326 $ 694,611 Stock-based compensation from issuances 458,962 743,603 Total Stock-based compensation $ 621,288 $ 1,438,214 The combination of stock-based compensation of $162,326 from the issuances of equity-based awards pursuant to the Plans and stock-based compensation attributed to stock awards of $253,019 and options of $205,943, which were issued outside of the Plans, resulted in aggregate stock-based compensation of $621,288 during the three months ended March 31, 2019. During the three months ended March 31, 2018, stock-based compensation was comprised of $694,611 from the issuances of equity-based awards pursuant to the Plans and stock-based compensation attributed to stock awards of $576,194 and warrants and options of $167,409, which were issued outside of the Plans, resulted in aggregate stock-based compensation of $1,438,214. A summary of option activity under the Company's stock option plans as of March 31, 2019, and changes during the three 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 January 1, 2019 507,789 173,125 $14.41 7.52 $0 Forfeited 12,750 (12,750) $12.89 March 31, 2019 520,539 160,375 $14.53 7.25 $0 The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company's closing stock price on March 31, 2019 of $0.29 and the exercise price, multiplied by the number of in-the-money-options). As of March 31, 2019, there was $403,373 of unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under the Plans. That cost is expected to be recognized over a weighted average period of 2.4 years. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2019 | |
Warrants | |
WARRANTS | 11. WARRANTS During the three months ended March 31, 2019, the Company did not issue any warrants. The following table summarizes information about common stock warrants outstanding at March 31, 2019: Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $0.20 15,873 7.59 $0.20 15,873 $0.20 $11.00 14,182 3.61 $11.00 14,182 $11.00 $12.00 3,750 4.09 $12.00 3,750 $12.00 $13.20 7,407 3.59 $13.20 7,407 $13.20 $14.00 106,286 3.62 $14.00 106,286 $14.00 $15.00 6,795 3.13 $15.00 6,795 $15.00 $16.00 24,083 1.45 $16.00 24,083 $16.00 $17.40 86,207 4.12 $17.40 86,207 $17.40 $18.80 384,589 4.13 $18.80 384,589 $18.80 $20.00 14,000 3.70 $20.00 14,000 $20.00 $22.00 37,974 2.43 $22.00 37,974 $22.00 $23.00 85,000 3.99 $23.00 85,000 $23.00 $26.00 49,679 4.04 $26.00 49,679 $26.00 $27.00 55,556 4.12 $27.00 55,556 $27.00 $44.00 31,250 3.82 $44.00 31,250 $44.00 $45.00 5,625 3.82 $45.00 5,625 $45.00 $50.00 8,125 3.82 $50.00 8,125 $50.00 $0.20 - $50.00 936,381 3.93 $20.19 936,381 $20.19 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 warrants. 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 three months ended March 31, 2018: 2018 Weighted average risk-free interest rate 2.41% — 2.61% Weighted average life (in years) 4.0 Volatility 124.8% — 138.4% Expected dividend yield 0% Weighted average grant-date fair value per $ 23.20 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2019 | |
Other Current Liabilities | |
OTHER CURRENT LIABILITIES | 12. OTHER CURRENT LIABILITIES At March 31, 2019 and December 31, 2018 other current liabilities consist of: March 31, December 31, 2019 2018 Accrued payroll and payroll taxes $ 1,274,875 $ 1,497,470 Other accrued expenses 302,673 370,932 $ 1,577,548 $ 1,868,402 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
LEASES | 13. LEASES We have operating leases for office space and restaurant locations. Our leases have remaining lease terms of 3 months to 9 years, some of which may include options to extend the leases perpetually, and some of which may include options to terminate the leases within 1 year. The following table provides a summary of leases by balance sheet location as of March 31, 2019: March 31, 2019 Operating right-of-use assets $ 3,948,834 Operating lease liability - current 856,475 Operating lease liability - non-current 3,124,524 The components of lease expenses for the three months ended March 31, 2019 were as follows: Three Months Ended March 31, 2019 Operating lease cost $ 386,134 Short-term lease cost - Variable lease cost - The following tables provides a summary of other information related to leases for the three months ended March 31, 2019: March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 355,070 Right-of-use assets obtained in exchange for new operating lease liabilities $ - Weighted-average remaining lease term - operating leases 5.76 years Weighted-average discount rate - operating leases 10% Maturity of lease liabilities under our non-cancellable operating leases as of March 31, 2019, are as follows: Payments due by period 2019 (Remainder) $ 936,849 2020 1,039,687 2021 779,008 2022 501,411 2023 514,895 Thereafter 1,582,121 Total lease payments 5,353,971 Less interest (1,372,972 ) Present value of lease liabilities $ 3,980,999 Information for our leases for the year ended December 31, 2018 under ASC Topic 840, Leases Minimum future payments under all operating leases as of December 31, 2018, were as follows: Payments due by period 2019 $ 1,291,919 2020 1,039,687 2021 779,008 2022 501,411 2023 514,895 Thereafter 1,582,121 Total lease payments $ 5,709,041 |
ADVANCES ON FUTURE RECEIPTS
ADVANCES ON FUTURE RECEIPTS | 3 Months Ended |
Mar. 31, 2019 | |
Advances On Future Receipts | |
ADVANCES ON FUTURE RECEIPTS | 14. ADVANCES ON FUTURE RECEIPTS During the three months ended March 31, 2019, the Company received funding as a result of entering into three Agreements for the Purchase and Sale of Future Receipts (collectively, the “Agreements on Future Receipts”). The Company sold in the aggregate $568,123 in future receipts of the Company for $395,095. During 2019, the Company had repaid $388,587. The Company recorded a discount in the amount of $173,028 in connection with these three agreements, based upon the difference between the amount of future receipts sold and the actual proceeds received by the Company. During the three months ended March 31, 2019 and 2018, non-cash interest expense of $95,371 and $996,297, respectively, was recorded from the amortization of debt discounts. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2019 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | 15. NOTES PAYABLE Notes Payable at March 31, 2019 and December 31, 2018, are comprised of the following. March 31, December 31, 2019 2018 12% short-term promissory note $ 1,000,000 $ 1,000,000 Other short-term notes payable 853,379 1,033,553 12% September 2018 short-term promissory note 743,847 789,473 8% short-term promissory notes 636,300 1,272,600 October 2018 short-term promissory note — 565,000 Enertec short-term promissory note 500,000 — Notes payable to Wells Fargo 291,913 291,988 Note payable to Dept. of Economic and Community Development 250,071 260,169 Microphase short-term promissory note 200,000 200,000 Note payable to Power-Plus Member 13,250 13,250 Note payable to People's United Bank 17,082 18,589 Short term bank credit 1,636,182 1,586,864 Total notes payable 6,142,024 7,031,486 Less: Unamortized debt discounts (18,082 ) (151,499 ) Unamortized financing cost — (7,541 ) Total notes payable, net of financing cost $ 6,123,942 $ 6,872,446 Less: current portion (5,650,699 ) (6,388,787 ) Notes payable – long-term portion $ 473,243 $ 483,659 January Exchange Agreement On August 16, 2018, as amended on November 29, 2018, the Company entered into a securities purchase agreement with four institutional investors providing for the issuance of 8% promissory notes, each in the principal amount of $318,150, for an aggregate principal face amount of $1,272,600, due February 15, 2019 (individually the “8% Short-Term Promissory Note” and collectively the “8% Short-Term Promissory Notes”). On January 23, 2019 the Company entered into an Exchange Agreement (the “January Exchange Agreement”) with one of the institutional investors pursuant to which the Company issued to the investor two new 8% promissory notes in the aggregate principal amount of $1,043,799 (the “New Notes”) in exchange for one of the 8% Short-Term Promissory Notes and the October short-term promissory note in the principal amount of $565,000. Pursuant to the January Exchange Agreement, the investor received 436,753 shares of common stock of the Company issued under the Company’s Registration Statement on Form S-3 (File No. 333-222132) in satisfaction of the New Notes. Further, since the investor’s proceeds from the sale of all 436,753 shares of common stock received were not equal to the outstanding principal balance of the New Notes, the Company was required to pay to the investor the difference, which amounted to $244,898, in cash or through the delivery of free trading shares of common stock. The Company recognized additional interest expense for the difference of $244,898. On March 19, 2019, the Company issued to the investor an additional 102,041 shares of the Company’s common stock, with a value of $73,016, in partial satisfaction of the liability, resulting in a remaining balance due of $171,882. February 2019 Exchange Agreement On February 20, 2019 the Company entered into an Exchange Agreement (the “February Exchange Agreement”) with another one of the institutional investors pursuant to which the Company issued to the investor a new 8% promissory note in the principal amount of $433,884 (the “New Note”) in exchange for the 8% Short-Term Promissory Note (the “Old Note”). Pursuant to the February ’19 Exchange Agreement, the investor received 180,785 shares of common stock of the Company issued under the Company’s Registration Statement on Form S-3 (File No. 333-222132) in satisfaction of the New Note. Further, since the investor’s proceeds from the sale of all 180,785 shares of common stock received were not equal to the outstanding principal balance of the New Note, the Company is required to pay the difference, which amounted to $289,954, to the investor in cash or through the delivery of free trading shares of common stock. The Company recognized additional interest expense for the difference of $289,954. On April 4, 2019, the Company issued to the investor an additional 375,000 shares of the Company’s common stock, with a value of $108,523, in partial satisfaction of the liability, resulting in a remaining balance due of $183,822. Enertec Short-Term Promissory Note On December 28, 2018, Enertec entered into a $500,000 secured promissory note (the “Enertec Short-Term Promissory Note”) whereby Enertec agreed to pay interest in an amount of 10% per annum in cash to the investor, until the Enertec Short-Term Promissory Note is paid in full. The proceeds from the Enertec Short-Term Promissory Note were received in January 2019 and repaid on April 2, 2019. In connection with the Enertec Short-Term Promissory Note, Milton C. Ault III provided a personal guarantee for the benefit of the investor. |
NOTES PAYABLE - RELATED PARTIES
NOTES PAYABLE - RELATED PARTIES | 3 Months Ended |
Mar. 31, 2019 | |
Notes Payable [Abstract] | |
NOTES PAYABLE - RELATED PARTIES | 16. NOTES PAYABLE – RELATED PARTIES Notes Payable – Related parties at March 31, 2019 and December 31, 2018, are comprised of the following. March 31, December 31, 2019 2018 Notes payable to Microphase former officers and employees $ 309,234 $ 308,984 Total notes payable 309,234 308,984 Less: current portion (166,925 ) (166,925 ) Notes payable – long-term portion $ 142,309 $ 142,059 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 3 Months Ended |
Mar. 31, 2019 | |
Long-term Debt, Unclassified [Abstract] | |
CONVERTIBLE NOTES | 17. CONVERTIBLE NOTES Convertible Notes Payable at March 31, 2019 and December 31, 2018, are comprised of the following. March 31, December 31, 2019 2018 10% Convertible secured notes $ 6,260,294 $ 7,997,126 Less: Unamortized debt discounts — (1,189,276 ) Unamortized financing cost — (65,356 ) Total convertible notes payable, net of financing cost $ 6,260,294 $ 6,742,494 On May 15, 2018, the Company entered into a securities purchase agreement to sell a 10% convertible note (the “10% Convertible Note”) in the principal amount of $6,000,000. On July 2, 2018 and August 31, 2018, the Company entered into securities purchase agreements with the institutional investor providing for the issuance of a second 10% convertible note with a principal face amount of $1,000,000 (the “Second 10% Convertible Note”) and a third 10% convertible note with a principal face amount of $2,000,000 (the “Third 10% Convertible Note” and with the Second 10% Convertible Note, the “Additional 10% Convertible Notes”), respectively. On January 9, 2019, the 10% Convertible Note was amended revising the amortization schedule such that the conversion price on eleven monthly amortization payments in the principal amount $309,193 each, at the request of the holder, shall be satisfied by the issuance of shares of the Company’s common stock. The conversion price on these monthly amortization payments was reduced from $8.00 per share of common stock to a price equal to the greater of (i) $2.40 per share (the closing price of the Company’s common stock on January 9, 2019) or (ii) 80% of the lowest daily VWAP in the three days prior to the date of issuance, but not to exceed $8.00 per share. Further, the Company shall have the right to pay the monthly amortization payment in cash within 72 hours by advising the investor within two hours of receipt of any conversion notice. The amendment to the embedded conversion option of the 10% Convertible Note caused a material change in the fair value of the embedded conversion options and resulted in a loss on extinguishment of $807,784. Between January 4, 2019 and February 21, 2019, the Company issued to the investor 336,487 shares of its common stock upon the conversion of $1,053,351 in principal and accrued interest. The investor received $660,337 from the sale of these shares of common stock. In accordance with the January 9, 2019 amendment, the Company is required to pay the difference between the conversion amount and the proceeds received from the subsequent sale of the shares by the investor, which amounted to $393,014. The Company recognized additional interest expense in the amount of $393,014. On April 2, 2019, the Company repaid principal of $3,000,000 and accrued interest of $1,125,000 on the Additional 10% Convertible Notes and made a payment of $353,308 towards the 10% Convertible Note. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 18. COMMITMENTS AND CONTINGENCIES On July 31, 2018 a stockholder derivative complaint was filed in the United States District Court for the Central District of California against the Company as the nominal defendant, as well as its current directors and a former director styled Ethan Young and Greg Young, Derivatively on Behalf of Nominal Defendant, DPW Holdings, Inc. v. Milton C. Ault, III, Amos Kohn, William B. Horne, Jeff Bentz, Mordechai Rosenberg, Robert O. Smith, and Kristine Ault and DPW Holdings, Inc. The Complaint alleges violations of state law and breaches of fiduciary duty, unjust enrichment and gross mismanagement by the individual defendants as, in the view of the plaintiffs, the Company has entered into poorly advised loan transactions and related party transactions. The Company and the individual defendants believe that these claims are without merit and intend to vigorously defend themselves. The Company and the individual defendants moved to dismiss the Complaint and on February 25, 2019, the Court granted the motion to dismiss but granted plaintiffs leave to amend their Complaint. On March 11, 2019, plaintiffs filed their amended complaint asserting violations of breaches of fiduciary duties and unjust enrichment claims based on the previously pled transactions. On March 25, 2019, the Company and the individual defendants filed a motion to dismiss the amended complaint. On May 6, 2019, the Motion to Dismiss was fully submitted to the Court without oral argument. The Motion is now pending before the Court. Based on the Company’s assessment of the facts underlying the claims, the uncertainty of litigation, and the preliminary stage of the case, the Company cannot estimate the reasonably possible loss or range of loss that may result from this action. However, an unfavorable outcome may have a material adverse effect on the Company’s business, financial condition and results of operations. On November 28, 2018, Blockchain Mining Supply and Services, Ltd On February 4, 2019, pursuant to the Court’s Rules, the Company requested a pre-motion Conference with the Court. The Company’s time to file its motion to dismiss is stayed until the Court’ holds the pre-motion Conference, which has not yet been scheduled by the Court. Based on the Company’s assessment of the facts underlying the claims, the uncertainty of litigation, and the preliminary stage of the case, the Company cannot estimate the reasonably possible loss or range of loss that may result from this action. However, the Company has established a reserve in the amount of the unpaid portion of the purchase agreement. An unfavorable outcome may have a material adverse effect on the Company’s business, financial condition and results of operations. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2019 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 19. STOCKHOLDERS’ EQUITY Amendments to Certificate of Incorporation On January 3, 2019, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, with the Secretary of State of the State of Delaware, to effectuate an increase to the number of authorized shares of common stock of the Company. Pursuant to the Certificate of Amendment, the Company increased the number of authorized shares of its Class A common stock to 500,000,000 from 200,000,000 (the “Authorized Increase”). The number of authorized shares of the Company’s Class B common stock remains at 25,000,000 and the number of authorized shares of the Company’s preferred stock remains at 25,000,000. As a result of the increase of authorized shares of the Company’s Class A common stock, the aggregate number of the Company’s authorized shares is 550,000,000. The Authorized Increase was approved by the Company’s board of directors as of December 28, 2018 and approved by a vote of the stockholders of the Company at the December 28, 2018 Annual Meeting of Stockholders. The Certificate of Amendment became effective upon filing with the State of Delaware on January 3, 2019. On March 14, 2019, pursuant to the authorization provided by the Company’s stockholders with no change in authorized shares or par value per share. Preferred Stock The Company is authorized to issue 25,000,000 shares of Preferred Stock $0.001 par value. The Board of Directors has designated 1,000,000 shares as Series A Convertible Preferred Stock (the “Series A Preferred Stock”), 500,000 shares as Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 2,500 shares as Series C Convertible Redeemable Preferred Stock (the “Series C Preferred Stock”). The rights, preferences, privileges and restrictions on the remaining authorized 23,497,500 shares of Preferred Stock have not been determined. The Company’s Board of Directors is authorized to create a new series of preferred shares and determine the number of shares, as well as the rights, preferences, privileges and restrictions granted to or imposed upon any series of preferred shares. As of March 31, 2019, there were 1,434 shares of Series A Preferred Stock, 125,000 shares of Series B Preferred Stock and no other shares of Preferred Stock issued or outstanding. On February 27, 2019, the Company filed a Certificate of Designations of Rights and Preferences of Series C Convertible Redeemable Preferred Stock to its Certificate of Incorporation, as amended on January 2, 2019, with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series C Convertible Redeemable Preferred Stock. The holders of Series C Preferred Stock shall not be entitled to receive dividends. Unless previously converted into shares of common stock, any shares of Series C Preferred Stock issued and outstanding sixty (60) months from their date of issuance (the “Redemption Date”), shall be mandatorily redeemed and repurchased by the Company at the stated value. In addition, upon the voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs, then, before any distribution or payment shall be made to the holders of any common stock or any other class or series of junior stock, the holders of the Series C Preferred Stock shall be entitled to receive out of the Company’s assets legally available for distribution to stockholders, liquidating distributions in the amount of the liquidation preference, or $1,000 per share Holders of the Series C Preferred Stock shall be entitled to vote with holders of outstanding shares of common stock, voting together as a single class, with respect to any and all matters presented to the stockholders of the Company for their action or consideration. The Series C Preferred Stock shall be voted on an “as converted” basis together with the common stock, subject to the provisions of the Delaware General Corporation Law. On February 27, 2019, the Company entered into a Securities Purchase Agreement with Ault & Company, Inc., a Delaware corporation and a stockholder of the Company (“Ault & Company”). Pursuant to the terms of the Agreement, Ault & Company will invest at its sole and absolute discretion up to $2,500,000 in the Company through the purchase of the Company’s Series C Preferred Stock, during the period commencing on the Closing Date and ending on December 31, 2019. Each share of Series C Preferred Stock shall be purchased at $1,000 (the “Stated Value”) for up to a maximum issuance of 2,500 shares of Series C Preferred Stock. Each share of Series C Preferred Stock shall become convertible after the eighteen months from the date from the date of issuance into such number of fully paid and non-assessable shares of the Company’s common stock (“Common Stock”) for $2.40 per share, subject to adjustments (the “Conversion Price”). The Preferred Stock is mandatorily redeemable by the Company after five years from the date of issuance. Common Stock Common stock confers upon the holders the rights to receive notice to participate and vote in the general meeting of stockholders 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. The Class B common stock carries the voting power of 10 shares of Class A common stock. 2018 Issuances Issuance of Common Stock pursuant to the At the Market Offering On October 10, 2018, the Company entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Wilson-Davis & Co., Inc., as sales agent (the “Agent”) to sell shares of its common stock, having an aggregate offering price of up to $25,000,000 (the “Shares”) from time to time, through an “at the market offering” program (the “WDCO ATM Offering”). During the three months ended March 31, 2019, the Company had received gross proceeds of $4,397,535 through the sale of 3,791,642 shares of the Company’s common stock through the WDCO ATM Offering. The offer and sale of the shares through the WDCO ATM Offering were made pursuant to our then effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-222132) filed with the SEC on December 18, 2017, amended on January 8, 2018, and declared effective by the SEC on January 11, 2018, and a prospectus supplement related to the WDCO ATM Offering, dated October 15, 2018. Issuance of Common Stock for Services During the three months ended March 31, 2019, the Company issued to its consultants a total 375,000 shares of its common stock with an aggregate value of $253,019, an average of $0.67 per share for services rendered. Issuance of common stock for conversion of debt During the three months ended March 31, 2019, principal and accrued interest of $2,128,878 and $651,462, respectively, on the Company’s debt securities was satisfied through the issuance of 1,056,066 shares of the Company’s common stock. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 20. RELATED PARTY TRANSACTIONS a. The Company and AVLP entered into a Loan and Security Agreement (“AVLP Loan Agreement”) with an effective date of August 21, 2017 pursuant to which the Company will provide AVLP a non-revolving credit facility of up to $10,000,000 for a period ending on August 21, 2019, subject to the terms and conditions stated in the Loan Agreement, including that the Company having available funds to grant such credit. At March 31, 2019, the Company has provided loans to AVLP in the principal amount $7,732,660 and, in addition to the 12% convertible promissory notes, AVLP has issued to the Company warrants to purchase 15,465,320 shares of AVLP common stock. Under the terms of the AVLP Loan Agreement, any notes issued by AVLP are secured by the assets of AVLP. As of March 31, 2019, the Company recorded contractual interest receivable attributed to the AVLP Loan Agreement of $1,214,509. During the three months ended March 31, 2019 and the year ended December 31, 2018, the Company also acquired in the open market 71,000 shares of AVLP common stock for $41,790 and 430,942 shares of AVLP common stock for $417,169, respectively. At March 31, 2019, the Company’s investment in AVLP common stock had an unrealized loss of $102,104. Philou is AVLP’s controlling shareholder. Mr. Ault is Chairman of AVLP’s Board of Directors and the Chairman of the Company’s Board of Directors. Mr. William B. Horne is the Chief Financial Officer and a director of AVLP and the Company. In March 2017, the Company was awarded a $50 million purchase order by MTIX to manufacture, install and service the Multiplex Laser Surface Enhancement (“MLSE”) plasma-laser system. At March 31, 2019, the Company had recorded a receivable from MTIX of $3,915,075. The receivable was primarily the result of revenues recognized during the year ended December 31, 2018 and reflected on the financial statements as accounts receivable, related party. b. During the three months ended March 31, 2019, the Company acquired 117,500 shares of common stock of Alzamend Neuro, Inc. (“Alzamend”) from a third party for $94,000 consisting of the cancellation of principal and interest due the Company of $91,483 and cash of $2,517. AVLP is a party to a management services agreement pursuant to which AVLP provides management, consulting and financial services to Alzamend. |
SEGMENT, CUSTOMERS AND GEOGRAPH
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION | 21. SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION The Company has five reportable segments as of March 31, 2019 and had two reportable segments as of September 30, 2017; 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. Three Months ended March 31, 2019 DPC DPL Enertec SC Mining I.AM Total Revenue $ 2,496,917 $ 556,514 $ 2,498,220 $ — $ — $ 5,551,651 Revenue, cryptocurrency mining — — — 28,804 — 28,804 Revenue, related party — — — — — - Revenue, restaurant — — — — 1,173,499 1,173,499 Revenue, lending activities $ 185,089 — — — — 185,089 Total revenues $ 2,682,006 $ 556,514 $ 2,498,220 $ 28,804 $ 1,173,499 $ 6,939,043 Depreciation and amortization expense $ 70,146 $ 19,797 $ 154,922 $ 716,572 $ — $ 961,437 Loss from operations $ (517,376 ) $ (925 ) $ (49,888 ) $ (742,423 ) $ (104,353 ) $ (1,414,965 ) Capital expenditures for segment assets, as of March 31, 2019 $ 3,793 $ - $ - $ - $ 5,813 $ 9,606 Identifiable assets as of March 31, 2019 $ 33,120,205 $ 1,578,448 $ 11,590,778 $ 6,420,076 $ 2,064,284 $ 54,773,791 Three Months ended March 31, 2018 DPC DPL SC Mining Eliminations Total Revenue $ 2,839,696 $ 325,763 $ 237,496 $ — $ 3,402,955 Revenue, related party 1,792,892 — — — 1,792,892 Inter-segment revenues 4,513 — — (4,513 ) — Total revenues $ 4,637,101 $ 325,763 $ 237,496 $ (4,513 ) $ 5,195,847 Depreciation and amortization expense $ 76,236 $ 17,381 $ 54,888 $ — $ 148,505 Loss from operations $ (1,851,354 ) $ (252,519 ) $ (864,422 ) $ — $ (2,968,295 ) Capital expenditures for segment assets, as of March 31, 2018 $ 311,143 $ 1,399 $ 7,165,793 $ — $ 7,478,335 Identifiable assets as of March 31, 2018 $ 29,104,475 $ 1,487,674 $ 7,901,237 $ — $ 38,493,386 Concentration Risk: The following tables provide the percentage of total revenues for the three months ended March 31, 2019 and 2018 attributable to a single customer from which 10% or more of total revenues are derived. For the Three Months Ended March 31, 2019 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 1,416,086 20 % For the Three Months Ended March 31, 2018 Total Revenues Percentage of by Major Total Company Customers Revenues Customer B $ 1,792,892 35 % Revenue from Customer A is attributable to Enertec. Revenue from Customer B relates to MTIX, a related party, and is attributable to Coolisys. Further, at March 31, 2019, MTIX represented all the Company’s accounts and other receivable, related party. For the three months ended March 31, 2019 and 2018, total revenues from external customers divided on the basis of the Company’s product lines are as follows: For the Three Months Ended March 31, 2019 2018 Revenues: Commercial products $ 3,435,850 $ 3,665,069 Defense products 3,503,193 1,530,778 Total revenues $ 6,939,043 $ 5,195,847 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 months ended March 31, 2019 and 2018. Other than as shown, no foreign country or region contributed materially to revenues or long-lived assets for these periods: For the Three Months Ended March 31, 2019 2018 Revenues: North America $ 3,749,140 $ 4,747,546 Middle East 2,312,902 — Europe 547,999 266,655 Other 329,002 181,646 Total revenues $ 6,939,043 $ 5,195,847 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 22. SUBSEQUENT EVENTS In accordance with FASB ASC 855-10, the Company has analyzed its operations subsequent to March 31, 2019 and thru the date of this report being issued and has determined that it does not have any material subsequent events to disclose in these financial statements except for the following. Public Offering On March 29, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with A.G.P./Alliance Global Partners (the “Underwriter”), pursuant to which the Company agreed to issue and sell an aggregate of (a) 2,855,500 shares of its common stock (the “Shares”) together with warrants to purchase 2,855,500 shares of common stock (the “Common Warrants”) and (b) pre-funded warrants to purchase up to an aggregate of 12,700,000 shares of its common stock (the “Pre-Funded Warrants”) together with a number of Common Warrants to purchase 12,700,000 shares of common stock (the “Offering”). The Shares were sold to the purchasers at the public offering price of $0.44 per share (the “Offering Price”). The Common Warrants were sold at a public offering price of $0.01 per Common Warrant. The Pre-Funded Warrants were offered to each purchaser whose purchase of the Shares and the Common Warrant in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company’s outstanding common stock immediately following the consummation of the Offering. The purchase price of each Pre-Funded Warrant equaled the Offering Price at which the Shares were sold to the public in the Offering, minus $0.01, and the exercise price of each Pre-Funded Warrant equaled $0.01 per share. Pursuant to the Underwriting Agreement, the Company also granted the Underwriter the option to purchase up to 428,325 additional shares of common stock, and/or Pre-funded Warrants to purchase up to 1,905,000 additional shares of common stock and/or Common Warrants to purchase up to 2,333,325 additional shares of common stock to cover over-allotments, if any. The option is exercisable 45 days after entry into the Underwriting Agreement. The Offering was made pursuant to the shelf registration statement on Form S-3 (File No. 333-222132), as amended, that was filed by the Company with the SEC on January 8, 2019 and declared effective by the SEC on January 11, 2018, and a related prospectus supplement. The Common Warrants are exercisable at any time after the date of issuance at an exercise price of $0.45 per share and will expire on the fifth anniversary of the original issuance date. If at the time of exercise, there is no effective registration statement registering, or no current prospectus available for, the issuance of the shares of common stock underlying the Common Warrants, then the Common Warrant may be exercised through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the Common Warrant. If on any date on or after May 2, 2019, the volume weighted average price of the Company’s common stock fails to exceed the exercise price of the Common Warrant in effect on such date, the Common Warrant may be exercised such that the holder will receive one common share for each warrant held. The Pre-Funded Warrants are exercisable at any time after the date of issuance and may be exercised at any time until all the Pre-Funded Warrants are exercised in full. As an alternative to payment in immediately available funds, the holder may elect to exercise the Pre-Funded Warrant through a cashless exercise. In addition, the Company has also issued the Underwriter a warrant to purchase a maximum of 622,220 additional shares of common stock (equal to 4% of the Shares sold in the Offering plus the number of shares of common stock underlying the Pre-Funded Warrants) at an initial exercise price of $0.50 per share, with a term of five years (the “Underwriter’s Warrant”). The Underwriter’s Warrant contains demand and piggy-back registration rights. If at the time of exercise, there is no effective registration statement registering, or no current prospectus available for, the issuance of the shares of common stock underlying the Underwriter’s Warrant, then the Underwriter’s Warrant may be exercised through a cashless exercise. The Company received net proceeds from the Offering of $6,204,717, after deducting underwriting discounts and commissions and offering expenses. The Company used the net proceeds from the Offering primarily for the repayment of debt. The Offering closed on April 2, 2019 and as of May 8, 2019 the Company had issued a total of 27,101,000 shares of its common stock, inclusive of shares issued pursuant to the exercise of a total of 12,700,000 Pre-Funded Warrants and 11,545,500 shares issued pursuant to the cashless exercise of the Common Warrants. WDCO ATM Offering On April 1, 2019, the Company received net proceeds of $248,172 through the sale of 1,000,000 shares of the Company’s common stock through the WDCO ATM Offering. Payment of related party receivable During the years ended December 31, 2018 and 2017, the Company recognized $3,907,280 and $173,751 in revenues from MTIX, a related party, to manufacture the Multiplex Laser Surface Enhancement (“MLSE”) plasma-laser systems. On April 12, 2019, the Company received payment of $2,676,219 for manufacturing services performed on the first MLSE system. Offering Statement On May 13, 2019, the Company filed an Offering Statement on Form 1-A pursuant to Regulation A promulgated by the Securities and Exchange Commission (the “Commission”), pursuant to which up to $50 million of 3-year, non-convertibles promissory notes (“Promissory Notes”) will be offered and sold once the Commission has qualified the Offering Statement. The Company anticipates that the Promissory Notes will accrue annualized interest of between 5% and 15% that will be paid rata monthly and will be offered on a continuous basis, in each case as determined by the Company in its sole discretion. The Company cannot provide any assurance that any notes will be sold pursuant this Offering Statement. Convertible Promissory Note On May 13, 2019, the Company entered into a securities purchase agreement pursuant to which it issued a five year $660,000 4% convertible promissory note and a warrant to purchase 500,000 shares of common stock to an accredited investor . |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of DPW and its wholly-owned subsidiaries, Coolisys, DP Limited, Power-Plus, Enertec, DP Lending and Digital Farms and its majority-owned subsidiaries, Microphase and I.AM. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Accounting Estimates | Accounting Estimates The preparation of financial statements, in conformity with U.S. 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, fair value of digital currencies, accruals of certain liabilities including product warranties, useful lives and depreciation, and deferred income taxes and related valuation allowance. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers Step 1: Identify the contract with the customer, Step 2: Identify the performance obligations in the contract, Step 3: Determine the transaction price, Step 4: Allocate the transaction price to the performance obligations in the contract, and Step 5: Recognize revenue when the company satisfies a performance obligation. The Company’s disaggregated revenues consist of the following for the three months ended March 31, 2019: Three Months ended March 31, 2019 Digital DPC DPL Enertec Farms I. AM Total Primary Geographical Markets North America $ 2,546,837 $ — $ — $ 28,804 $ 1,173,499 $ 3,749,140 Europe 66,402 481,597 — — — 547,999 Middle East — — 2,312,902 — — 2,312,902 Other 68,767 74,917 185,318 — — 329,002 $ 2,682,006 $ 556,514 $ 2,498,220 $ 28,804 $ 1,173,499 $ 6,939,043 Major Goods RF/Microwave Filters $ 652,559 $ — $ — $ — $ — $ 652,559 Detector logarithmic video amplifiers 435,365 — — — — 435,365 Power Supply Units 1,408,993 — — — — 1,408,993 Power Supply Systems — 556,514 — — — 556,514 Healthcare diagnostic systems — — 648,668 — — 648,668 Defense systems — — 1,849,552 — — 1,849,552 Digital Currency Mining — — — 28,804 — 28,804 Restaurant operations — — — — 1,173,499 1,173,499 Lending activities 185,089 — — — — 185,089 $ 2,682,006 $ 556,514 $ 2,498,220 $ 28,804 $ 1,173,499 $ 6,939,043 Timing of Revenue Recognition Goods transferred at a a point in time $ 2,682,006 $ 419,613 $ — $ 28,804 $ 1,173,499 $ 4,303,922 Services transferred over time — 136,901 2,498,220 — — 2,635,121 $ 2,682,006 $ 556,514 $ 2,498,220 $ 28,804 $ 1,173,499 $ 6,939,043 Sales of Products The Company generates revenues from the sale of its products through a direct and indirect sales force. The Company’s performance obligations to deliver products are satisfied at the point in time when products are received by the customer, which is when the customer has title and the significant risks and rewards of ownership. The Company provides standard assurance warranties, which are not separately priced, that the products function as intended. The Company primarily receives fixed consideration for sales of product. Some of the Company’s contracts with distributors include stock rotation rights after six months for slow moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. The Company’s customers generally pay within 30 days from the receipt of a valid invoice. Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC 606-10-50-14(a) of not disclosing information about its remaining performance obligations. Manufacturing Services The Company provides manufacturing services in exchange primarily for fixed fees, however, the initial two MLSE units are subject to variable pricing under the $50 million purchase order from MTIX. Under the terms of the MLSE purchase order, the Company shall be entitled to cost plus $100,000 for the manufacture of the first two MLSE units. The Company has determined that the costs of manufacturing the MLSE units will decline over time because of a learning curve which will result in a greater amount of revenue being recognized for these initial two MLSE units. For manufacturing services, which include revenues generated by Enertec and in certain instances revenues generated by DPL, the Company’s performance obligation for manufacturing services is satisfied over time as the Company creates or enhances an asset based on criteria that is unique to the customer and that the customer controls as the asset is created or enhanced. Generally, the Company recognizes revenue based upon proportional performance over time using a cost to cost method which measures progress based on the costs incurred to total expected costs in satisfying its performance obligation. This method provides a depiction of the progress in providing the manufacturing service because there is a direct relationship between the costs incurred by the Company and the transfer of the manufacturing service to the customer. Manufacturing services that are recognized based upon the proportional performance method are included in the above table as services transferred over time and to the extent the customer has not been invoiced for these revenues, as accrued revenue in the accompanying consolidated balance sheets. Revisions to the Company’s estimates may result in increases or decreases to revenues and income and are reflected in the consolidated financial statements in the periods in which they are first identified. The Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component to the extent that the period between when the Company transfers its promised good or service to the customer and when the customer pays is one year or less. The aggregate amount of the transaction price allocated to the performance obligation that is partially unsatisfied as of March 31, 2019 for the MLSE units was approximately $48 million. The Company expects to recognize the remaining revenue related to the partially unsatisfied performance obligation over the next two and a half years. The Company will be paid in installments for this performance obligation over the next two and a half years. Blockchain Mining The Company derives its revenue by providing transaction verification services within the digital currency networks of cryptocurrencies, such as Bitcoin, Bitcoin Cash and Litecoin. The Company satisfies its performance obligation at the point in time that which the Company is awarded a unit of digital currency through its participation in the applicable network and network participants benefit from the Company’s verification service. In consideration for these services, the Company receives digital currencies which are recorded as revenue, using the closing U. S. dollar price of the related cryptocurrency on the date of receipt. Expenses associated with running the cryptocurrency mining business, such as equipment deprecation and electricity cost are recorded as a component of cost of revenues. Restaurant Operations The Company records revenue from restaurant sales at the time of sale, net of discounts, coupons, employee meals and complimentary meals and gift cards. Restaurant cost of sales primarily includes the cost of good, beverages, and merchandise and disposable paper and plastic goods used in preparing and selling the Company’s menu items and exclude depreciation and amortization. Vendor allowances received in connection with the purchase of a vendor’s products are recognized as a reduction of the related food and beverage costs as earned. |
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, accounts receivables and accounts and other 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. 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 (See Note 4 and Note 7) that were measured at fair value on a recurring basis by level within the fair value hierarchy Fair Value Measurement at March 31, 2019 Total Level 1 Level 2 Level 3 Investments in common stock and $ 2,385,082 $ 633,214 $ — $ 1,751,868 Investment in common stock of Alzamend 176,250 — — 176,250 Investments in marketable equity securities 283,988 283,988 — — Investments in warrants of public companies 33,673 — — 33,673 Total Investments $ 2,878,993 $ 917,202 $ — $ 1,961,791 Fair Value Measurement at December 31, 2018 Total Level 1 Level 2 Level 3 Investments in common stock and $ 3,043,499 $ 812,858 $ — $ 2,230,641 Investments in marketable securities 178,597 178,597 — — Investments in warrants of public companies 34,372 — — 34,372 Total Investments $ 3,256,468 $ 991,455 $ — $ 2,265,013 We assess the inputs used to measure fair value using the three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market. |
Leases | Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases The Company continues to account for leases in the prior period financial statements under ASC Topic 840. |
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. Anti-dilutive securities, which are convertible into the Company’s Class A common stock, consist of the following at March 31, 2019 and 2018: March 31, 2019 2018 Stock options 360,250 222,875 Warrants 936,381 323,743 Convertible notes 1,438,456 — Conversion of preferred stock 89,286 83,856 Total 2,824,373 630,474 |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations. In addition, certain prior year amounts from the restated amounts have been reclassified for consistency with the current period presentation. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) Leases (Topic 842): Targeted Improvements In July 2017, the FASB issued ASU No. 2017-11, Earnings per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of revenue recognition | The Company’s disaggregated revenues consist of the following for the three months ended March 31, 2019: Three Months ended March 31, 2019 Digital DPC DPL Enertec Farms I.AM Total Primary Geographical Markets North America $ 2,546,837 $ — $ — $ 28,804 $ 1,173,499 $ 3,749,140 Europe 66,402 481,597 — — — 547,999 Middle East — — 2,312,902 — — 2,312,902 Other 68,767 74,917 185,318 — — 329,002 $ 2,682,006 $ 556,514 $ 2,498,220 $ 28,804 $ 1,173,499 $ 6,939,043 Major Goods RF/Microwave Filters $ 652,559 $ — $ — $ — $ — $ 652,559 Detector logarithmic video amplifiers 435,365 — — — — 435,365 Power Supply Units 1,408,993 — — — — 1,408,993 Power Supply Systems — 556,514 — — — 556,514 Healthcare diagnostic systems — — 648,668 — — 648,668 Defense systems — — 1,849,552 — — 1,849,552 Digital Currency Mining — — — 28,804 — 28,804 Restaurant operations — — — — 1,173,499 1,173,499 Lending activities 185,089 — — — — 185,089 $ 2,682,006 $ 556,514 $ 2,498,220 $ 28,804 $ 1,173,499 $ 6,939,043 Timing of Revenue Recognition Goods transferred at a a point in time $ 2,682,006 $ 419,613 $ — $ 28,804 $ 1,173,499 $ 4,303,922 Services transferred over time — 136,901 2,498,220 — — 2,635,121 $ 2,682,006 $ 556,514 $ 2,498,220 $ 28,804 $ 1,173,499 $ 6,939,043 |
Schedule of fair value measurement | The following table sets forth the Company’s financial instruments (See Note 4 and Note 7) that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurement at March 31, 2019 Total Level 1 Level 2 Level 3 Investments in common stock and $ 2,385,082 $ 633,214 $ — $ 1,751,868 Investment in common stock of Alzamend 176,250 — — 176,250 Investments in marketable equity securities 283,988 283,988 — — Investments in warrants of public companies 33,673 — — 33,673 Total Investments $ 2,878,993 $ 917,202 $ — $ 1,961,791 Fair Value Measurement at December 31, 2018 Total Level 1 Level 2 Level 3 Investments in common stock and $ 3,043,499 $ 812,858 $ — $ 2,230,641 Investments in marketable securities 178,597 178,597 — — Investments in warrants of public companies 34,372 — — 34,372 Total Investments $ 3,256,468 $ 991,455 $ — $ 2,265,013 |
Schedule of anti-dilutive securities | Anti-dilutive securities, which are convertible into the Company’s Class A common stock, consist of the following at March 31, 2019 and 2018: March 31, 2019 2018 Stock options 360,250 222,875 Warrants 936,381 323,743 Convertible notes 1,438,456 — Conversion of preferred stock 89,286 83,856 Total 2,824,373 630,474 |
Marketable Equity Securities (T
Marketable Equity Securities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Marketable Securities [Abstract] | |
Schedule of marketable securities | Marketable securities in equity securities with readily determinable market prices consisted of the following as of March 31, 2019 and December 31, 2018: Marketable equity securities at March 31, 2019 Gross unrealized Gross realized Cost gains (losses) gains (losses) Fair value Common shares $ 220,880 $ 63,108 $ — $ 283,988 Marketable equity securities at December 31, 2018 Gross unrealized Gross realized Cost gains (losses) gains (losses) Fair value Common shares $ 220,880 ($ 42,283 ) $ — $ 178,597 |
Schedule of additional information about marketable securities | The following table presents additional information about marketable equity securities: Marketable Equity Balance at January 1, 2018 $ 1,834,570 Purchases of marketable equity securities 858,458 Sales of marketable equity securities (2,188,292 ) Realized losses on marketable equity securities (175,405 ) Unrealized gains on marketable equity securities (150,734 ) Balance at December 31, 2018 $ 178,597 Purchases of marketable equity securities 300,000 Sales of marketable equity securities (286,656 ) Realized losses on marketable equity securities (13,344 ) Unrealized gains on marketable equity securities 105,391 Balance at March 31, 2019 $ 283,988 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | At March 31, 2019 and December 31, 2018 property and equipment consist of: March 31, December 31, 2019 2018 Cryptocurrency machines and related equipment $ 9,198,928 $ 9,168,928 Computer, software and related equipment 2,476,156 2,495,470 Restaurant equipment 757,029 752,103 Office furniture and equipment 359,937 287,583 Leasehold improvements 1,304,302 1,274,865 14,096,352 13,978,949 Accumulated depreciation and amortization (5,491,046 ) (4,665,650 ) Property and equipment, net $ 8,605,306 $ 9,313,299 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Intangible Assets Net | |
Schedule of intangible assets | At March 31, 2019 and December 31, 2018 intangible assets consist of: March 31, December 31, 2019 2018 Trade name and trademark $ 1,562,332 $ 1,562,332 Customer list 2,434,448 2,388,139 Non-competition agreements 150,000 150,000 Domain name and other intangible assets 782,381 762,807 4,929,161 4,863,278 Accumulated depreciation and amortization (676,707 ) (503,480 ) Intangible assets, net $ 4,252,454 $ 4,359,798 |
INVESTMENTS - RELATED PARTIES (
INVESTMENTS - RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of investments | Investments in AVLP and Alzamend at March 31, 2019 and December 31, 2018, are comprised of the following: March 31, December 31, 2019 2018 Investment in convertible promissory note of AVLP $ 7,732,660 $ 6,943,997 Accrued interest in convertible promissory note of AVLP 1,214,509 1,004,317 Total investment in convertible promissory note of AVLP – Gross 8,947,169 7,948,314 Less: original issue discount (1,974,791 ) (2,336,693 ) Total investment in convertible promissory note of AVLP $ 6,972,378 $ 5,611,621 Investment in derivative instruments of AVLP 1,751,868 2,230,641 Investment in common stock of AVLP 633,214 812,858 Investment in common stock of Alzamend 176,250 — Investment in derivative instruments and common stock of AVLP and Alzamend $ 2,561,332 $ 3,043,499 Total investment in AVLP and Alzamend – Net $ 9,533,710 $ 8,655,120 |
Schedule of summarizes the changes in our investments | The following table summarizes the changes in our investments in AVLP and Alzamend during the three months ended March 31, 2019: Investment in warrants and Investment in Total common stock convertible investment of AVLP and promissory in AVLP and Alzamend note of AVLP Alzamend – Net Balance at January 1, 2019 $ 3,043,499 $ 5,611,621 $ 8,655,120 Investment in convertible promissory notes of AVLP — 530,756 530,756 Investment in common stock of AVLP and Alzamend 135,790 — 135,790 Fair value of derivative instruments issued by AVLP 257,907 — 257,907 Unrealized loss in derivative instruments of AVLP (736,680 ) — (736,680 ) Unrealized loss in common stock of AVLP and Alzamend (139,184 ) — (139,184 ) Accretion of discount — 619,809 619,809 Accrued Interest — 210,192 210,192 Balance at March 31, 2019 $ 2,561,332 $ 6,972,378 $ 9,533,710 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of pro forma | These pro forma amounts do not purport to be indicative of the results that would have been obtained if the acquisition occurred as of the beginning of the period presented or that may be obtained in future periods: For the Three Months Ended March 31, 2018 Total Revenue $ 7,774,229 Net loss $ (6,136,615 ) Less: Net loss attributable to non-controlling interest 35,431 Loss available to common shareholders $ (6,101,184 ) Basic and diluted net loss per common share $ (3.35 ) Basic and diluted weighted average common shares outstanding 1,819,598 Comprehensive Loss Loss available to common shareholders $ (6,101,184 ) Other comprehensive income (loss) Change in net foreign currency translation adjustments 26,457 Net unrealized loss on derivative securities of related party (4,741,114 ) Other comprehensive income (loss) (4,714,657 ) Total Comprehensive loss $ (10,815,841 ) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of weighted average assumptions | During the three months ended March 31, 2018, the Company estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted average assumptions: Three Months Ended March 31, 2018 Weighted average risk-free interest rate 2.41% — 2.43% Weighted average life (in years) 5.0 Volatility 124.7% Expected dividend yield 0% Weighted average grant-date fair value per share of $ 38.20 |
Schedule of exercise price | The options outstanding as of March 31, 2019, 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 $12.00 - $14.00 149,000 7.27 $13.44 96,751 $13.31 $26.40 - $27.60 8,500 8.28 $27.46 3,500 $27.26 $30.20 - $33.80 2,875 3.33 $32.67 2,875 $32.67 $12.00 - $33.80 160,375 7.25 $14.53 103,126 $14.32 Issuances outside of Plans $16.00 - $46.40 199,875 7.15 $26.09 47,121 $28.87 Total Options $12.00 - 46.40 360,250 7.20 $20.94 150,247 $18.88 |
Schedule of stock-based compensation expense | The total stock-based compensation expense related to stock options and stock awards issued pursuant to the Plans to the Company’s employees, consultants and directors, included in reported net loss for the three months ended March 31, 2019 and 2018, is comprised as follows: Three Months Ended March 31, 2019 March 31, 2018 Cost of revenues $ - $ 4,874 Engineering and product development - 13,650 Selling and marketing - 11,922 General and administrative 162,326 664,165 Stock-based compensation from Plans $ 162,326 $ 694,611 Stock-based compensation from issuances 458,962 743,603 Total Stock-based compensation $ 621,288 $ 1,438,214 |
Schedule of option activity under the company's stock option plans | A summary of option activity under the Company's stock option plans as of March 31, 2019, and changes during the three 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 January 1, 2019 507,789 173,125 $14.41 7.52 $0 Forfeited 12,750 (12,750) $12.89 March 31, 2019 520,539 160,375 $14.53 7.25 $0 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Warrants | |
Schedule of common stock warrants outstanding | During the three months ended March 31, 2019, the Company did not issue any warrants. The following table summarizes information about common stock warrants outstanding at March 31, 2019: Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $0.20 15,873 7.59 $0.20 15,873 $0.20 $11.00 14,182 3.61 $11.00 14,182 $11.00 $12.00 3,750 4.09 $12.00 3,750 $12.00 $13.20 7,407 3.59 $13.20 7,407 $13.20 $14.00 106,286 3.62 $14.00 106,286 $14.00 $15.00 6,795 3.13 $15.00 6,795 $15.00 $16.00 24,083 1.45 $16.00 24,083 $16.00 $17.40 86,207 4.12 $17.40 86,207 $17.40 $18.80 384,589 4.13 $18.80 384,589 $18.80 $20.00 14,000 3.70 $20.00 14,000 $20.00 $22.00 37,974 2.43 $22.00 37,974 $22.00 $23.00 85,000 3.99 $23.00 85,000 $23.00 $26.00 49,679 4.04 $26.00 49,679 $26.00 $27.00 55,556 4.12 $27.00 55,556 $27.00 $44.00 31,250 3.82 $44.00 31,250 $44.00 $45.00 5,625 3.82 $45.00 5,625 $45.00 $50.00 8,125 3.82 $50.00 8,125 $50.00 $0.20 - $50.00 936,381 3.93 $20.19 936,381 $20.19 |
Schedule of option pricing | The Company utilized the Black-Scholes option pricing model and the assumptions used during the three months ended March 31, 2018: 2018 Weighted average risk-free interest rate 2.41% — 2.61% Weighted average life (in years) 4.0 Volatility 124.8% — 138.4% Expected dividend yield 0% Weighted average grant-date fair value per $ 23.20 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Other Current Liabilities | |
Schedule of other current liabilities | At March 31, 2019 and December 31, 2018 other current liabilities consist of: March 31, December 31, 2019 2018 Accrued payroll and payroll taxes $ 1,274,875 $ 1,497,470 Other accrued expenses 302,673 370,932 $ 1,577,548 $ 1,868,402 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of supplemental balance sheet information related to leases | The following table provides a summary of leases by balance sheet location as of March 31, 2019: March 31, 2019 Operating right-of-use assets $ 3,948,834 Operating lease liability - current 856,475 Operating lease liability - non-current 3,124,524 |
Schedule of lease expenses | The components of lease expenses for the three months ended March 31, 2019 were as follows: Three Months Ended March 31, 2019 Operating lease cost $ 386,134 Short-term lease cost - Variable lease cost - |
Schedule of supplemental cash flow information related to leases | The following tables provides a summary of other information related to leases for the three months ended March 31, 2019: March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 355,070 Right-of-use assets obtained in exchange for new operating lease liabilities $ - Weighted-average remaining lease term - operating leases 5.76 years Weighted-average discount rate - operating leases 10% |
Schedule of maturities of operating lease liabilities | Maturity of lease liabilities under our non-cancellable operating leases as of March 31, 2019, are as follows: Payments due by period 2019 (Remainder) $ 936,849 2020 1,039,687 2021 779,008 2022 501,411 2023 514,895 Thereafter 1,582,121 Total lease payments 5,353,971 Less interest (1,372,972 ) Present value of lease liabilities $ 3,980,999 Minimum future payments under all operating leases as of December 31, 2018, were as follows: Payments due by period 2019 $ 1,291,919 2020 1,039,687 2021 779,008 2022 501,411 2023 514,895 Thereafter 1,582,121 Total lease payments $ 5,709,041 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Payable [Abstract] | |
Schedule of notes payable | Notes Payable at March 31, 2019 and December 31, 2018, are comprised of the following. March 31, December 31, 2019 2018 12% short-term promissory note $ 1,000,000 $ 1,000,000 Other short-term notes payable 853,379 1,033,553 12% September 2018 short-term promissory note 743,847 789,473 8% short-term promissory notes 636,300 1,272,600 October 2018 short-term promissory note — 565,000 Enertec short-term promissory note 500,000 — Notes payable to Wells Fargo 291,913 291,988 Note payable to Dept. of Economic and Community Development 250,071 260,169 Microphase short-term promissory note 200,000 200,000 Note payable to Power-Plus Member 13,250 13,250 Note payable to People's United Bank 17,082 18,589 Short term bank credit 1,636,182 1,586,864 Total notes payable 6,142,024 7,031,486 Less: Unamortized debt discounts (18,082 ) (151,499 ) Unamortized financing cost — (7,541 ) Total notes payable, net of financing cost $ 6,123,942 $ 6,872,446 Less: current portion (5,650,699 ) (6,388,787 ) Notes payable – long-term portion $ 473,243 $ 483,659 |
NOTES PAYABLE - RELATED PARTI_2
NOTES PAYABLE - RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Payable [Abstract] | |
Schedule of notes payable - related parties | Notes Payable – Related parties at March 31, 2019 and December 31, 2018, are comprised of the following. March 31, December 31, 2019 2018 Notes payable to Microphase former officers and employees $ 309,234 $ 308,984 Total notes payable 309,234 308,984 Less: current portion (166,925 ) (166,925 ) Notes payable – long-term portion $ 142,309 $ 142,059 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of convertible notes | Convertible Notes Payable at March 31, 2019 and December 31, 2018, are comprised of the following. March 31, December 31, 2019 2018 10% Convertible secured notes $ 6,260,294 $ 7,997,126 Less: Unamortized debt discounts — (1,189,276 ) Unamortized financing cost — (65,356 ) Total convertible notes payable, net of financing cost $ 6,260,294 $ 6,742,494 |
SEGMENT, CUSTOMERS AND GEOGRA_2
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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. Three Months ended March 31, 2019 DPC DPL Enertec SC Mining I.AM Total Revenue $ 2,496,917 $ 556,514 $ 2,498,220 $ — $ — $ 5,551,651 Revenue, cryptocurrency mining — — — 28,804 — 28,804 Revenue, related party — — — — — - Revenue, restaurant — — — — 1,173,499 1,173,499 Revenue, lending activities $ 185,089 — — — — 185,089 Total revenues $ 2,682,006 $ 556,514 $ 2,498,220 $ 28,804 $ 1,173,499 $ 6,939,043 Depreciation and amortization expense $ 70,146 $ 19,797 $ 154,922 $ 716,572 $ — $ 961,437 Loss from operations $ (517,376 ) $ (925 ) $ (49,888 ) $ (742,423 ) $ (104,353 ) $ (1,414,965 ) Capital expenditures for segment assets, as of March 31, 2019 $ 3,793 $ - $ - $ - $ 5,813 $ 9,606 Identifiable assets as of March 31, 2019 $ 33,120,205 $ 1,578,448 $ 11,590,778 $ 6,420,076 $ 2,064,284 $ 54,773,791 Three Months ended March 31, 2018 DPC DPL SC Mining Eliminations Total Revenue $ 2,839,696 $ 325,763 $ 237,496 $ — $ 3,402,955 Revenue, related party 1,792,892 — — — 1,792,892 Inter-segment revenues 4,513 — — (4,513 ) — Total revenues $ 4,637,101 $ 325,763 $ 237,496 $ (4,513 ) $ 5,195,847 Depreciation and amortization expense $ 76,236 $ 17,381 $ 54,888 $ — $ 148,505 Loss from operations $ (1,851,354 ) $ (252,519 ) $ (864,422 ) $ — $ (2,968,295 ) Capital expenditures for segment assets, as of March 31, 2018 $ 311,143 $ 1,399 $ 7,165,793 $ — $ 7,478,335 Identifiable assets as of March 31, 2018 $ 29,104,475 $ 1,487,674 $ 7,901,237 $ — $ 38,493,386 |
Schedule of total revenues | The following tables provide the percentage of total revenues for the three months ended March 31, 2019 and 2018 attributable to a single customer from which 10% or more of total revenues are derived. For the Three Months Ended March 31, 2019 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 1,416,086 20 % For the Three Months Ended March 31, 2018 Total Revenues Percentage of by Major Total Company Customers Revenues Customer B $ 1,792,892 35 % |
Schedule of revenues from external customers | For the three months ended March 31, 2019 and 2018, total revenues from external customers divided on the basis of the Company’s product lines are as follows: For the Three Months Ended March 31, 2019 2018 Revenues: Commercial products $ 3,435,850 $ 3,665,069 Defense products 3,503,193 1,530,778 Total revenues $ 6,939,043 $ 5,195,847 |
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 months ended March 31, 2019 and 2018. Other than as shown, no foreign country or region contributed materially to revenues or long-lived assets for these periods: For the Three Months Ended March 31, 2019 2018 Revenues: North America $ 3,749,140 $ 4,747,546 Middle East 2,312,902 — Europe 547,999 266,655 Other 329,002 181,646 Total revenues $ 6,939,043 $ 5,195,847 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - Segment | Mar. 14, 2019 | Mar. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of reportable segments | 5 | |
Description of reverse stock split | one-for-twenty |
LIQUIDITY, GOING CONCERN AND _2
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS (Details Narrative) - USD ($) | Apr. 02, 2019 | Mar. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash and cash equivalent | $ 1,283,607 | $ 630,014 | $ 902,329 | $ 1,478,147 | ||
Accumulated deficit | (62,270,464) | $ (55,721,115) | ||||
Working capital | 19,496,667 | |||||
Net income (loss) attributable to parent | $ (6,711,026) | $ (6,095,953) | ||||
Subsequent Event [Member] | ||||||
Proceeds from public offering | $ 7,000 | |||||
MTIX [Member] | MLSE Plasma-Laser System [Member] | ||||||
Supply commitment, term | 3 years | 4 years | ||||
Supply commitment, amount committed | $ 50,000 |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total revenue | $ 6,939,043 | $ 5,195,847 |
RF/Microwave Filters [Member] | ||
Total revenue | 652,559 | |
Detector Logarithmic Video Amplifiers [Member] | ||
Total revenue | 435,365 | |
Power Supply Units [Member] | ||
Total revenue | 1,408,993 | |
Power Supply Systems [Member] | ||
Total revenue | 556,514 | |
Healthcare Diagnostic Systems [Member] | ||
Total revenue | 648,668 | |
Defense Systems [Member] | ||
Total revenue | 1,849,552 | |
Digital Currency Mining [Member] | ||
Total revenue | 28,804 | |
Restaurant Operations [Member] | ||
Total revenue | 1,173,499 | |
Lending Activities [Member] | ||
Total revenue | 185,089 | |
Goods Transferred At A Point In Time [Member] | ||
Total revenue | 4,303,922 | |
Services Transferred Over Time [Member] | ||
Total revenue | 2,635,121 | |
DPC [Member] | ||
Total revenue | 2,682,006 | |
DPC [Member] | RF/Microwave Filters [Member] | ||
Total revenue | 652,559 | |
DPC [Member] | Detector Logarithmic Video Amplifiers [Member] | ||
Total revenue | 435,365 | |
DPC [Member] | Power Supply Units [Member] | ||
Total revenue | 1,408,993 | |
DPC [Member] | Power Supply Systems [Member] | ||
Total revenue | ||
DPC [Member] | Healthcare Diagnostic Systems [Member] | ||
Total revenue | ||
DPC [Member] | Defense Systems [Member] | ||
Total revenue | ||
DPC [Member] | Digital Currency Mining [Member] | ||
Total revenue | ||
DPC [Member] | Restaurant Operations [Member] | ||
Total revenue | ||
DPC [Member] | Lending Activities [Member] | ||
Total revenue | 185,089 | |
DPC [Member] | Goods Transferred At A Point In Time [Member] | ||
Total revenue | 2,682,006 | |
DPC [Member] | Services Transferred Over Time [Member] | ||
Total revenue | ||
DPL [Member] | ||
Total revenue | 556,514 | |
DPL [Member] | RF/Microwave Filters [Member] | ||
Total revenue | ||
DPL [Member] | Detector Logarithmic Video Amplifiers [Member] | ||
Total revenue | ||
DPL [Member] | Power Supply Units [Member] | ||
Total revenue | ||
DPL [Member] | Power Supply Systems [Member] | ||
Total revenue | 556,514 | |
DPL [Member] | Healthcare Diagnostic Systems [Member] | ||
Total revenue | ||
DPL [Member] | Defense Systems [Member] | ||
Total revenue | ||
DPL [Member] | Digital Currency Mining [Member] | ||
Total revenue | ||
DPL [Member] | Restaurant Operations [Member] | ||
Total revenue | ||
DPL [Member] | Lending Activities [Member] | ||
Total revenue | ||
DPL [Member] | Goods Transferred At A Point In Time [Member] | ||
Total revenue | 419,613 | |
DPL [Member] | Services Transferred Over Time [Member] | ||
Total revenue | 136,901 | |
Enertec [Member] | ||
Total revenue | 2,498,220 | |
Enertec [Member] | RF/Microwave Filters [Member] | ||
Total revenue | ||
Enertec [Member] | Detector Logarithmic Video Amplifiers [Member] | ||
Total revenue | ||
Enertec [Member] | Power Supply Units [Member] | ||
Total revenue | ||
Enertec [Member] | Power Supply Systems [Member] | ||
Total revenue | ||
Enertec [Member] | Healthcare Diagnostic Systems [Member] | ||
Total revenue | 648,668 | |
Enertec [Member] | Defense Systems [Member] | ||
Total revenue | 1,849,552 | |
Enertec [Member] | Digital Currency Mining [Member] | ||
Total revenue | ||
Enertec [Member] | Restaurant Operations [Member] | ||
Total revenue | ||
Enertec [Member] | Lending Activities [Member] | ||
Total revenue | ||
Enertec [Member] | Goods Transferred At A Point In Time [Member] | ||
Total revenue | ||
Enertec [Member] | Services Transferred Over Time [Member] | ||
Total revenue | 2,498,220 | |
Digital Farms [Member] | ||
Total revenue | 28,804 | |
Digital Farms [Member] | RF/Microwave Filters [Member] | ||
Total revenue | ||
Digital Farms [Member] | Detector Logarithmic Video Amplifiers [Member] | ||
Total revenue | ||
Digital Farms [Member] | Power Supply Units [Member] | ||
Total revenue | ||
Digital Farms [Member] | Power Supply Systems [Member] | ||
Total revenue | ||
Digital Farms [Member] | Healthcare Diagnostic Systems [Member] | ||
Total revenue | ||
Digital Farms [Member] | Defense Systems [Member] | ||
Total revenue | ||
Digital Farms [Member] | Digital Currency Mining [Member] | ||
Total revenue | 28,804 | |
Digital Farms [Member] | Restaurant Operations [Member] | ||
Total revenue | ||
Digital Farms [Member] | Lending Activities [Member] | ||
Total revenue | ||
Digital Farms [Member] | Goods Transferred At A Point In Time [Member] | ||
Total revenue | 28,804 | |
Digital Farms [Member] | Services Transferred Over Time [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | ||
Total revenue | 1,173,499 | |
I. AM, Inc. [Member] | RF/Microwave Filters [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Detector Logarithmic Video Amplifiers [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Power Supply Units [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Power Supply Systems [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Healthcare Diagnostic Systems [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Defense Systems [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Digital Currency Mining [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Restaurant Operations [Member] | ||
Total revenue | 1,173,499 | |
I. AM, Inc. [Member] | Lending Activities [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Goods Transferred At A Point In Time [Member] | ||
Total revenue | 1,173,499 | |
I. AM, Inc. [Member] | Services Transferred Over Time [Member] | ||
Total revenue | ||
North America [Member] | ||
Total revenue | 3,749,140 | |
North America [Member] | DPC [Member] | ||
Total revenue | 2,546,837 | |
North America [Member] | DPL [Member] | ||
Total revenue | ||
North America [Member] | Enertec [Member] | ||
Total revenue | ||
North America [Member] | Digital Farms [Member] | ||
Total revenue | 28,804 | |
North America [Member] | I. AM, Inc. [Member] | ||
Total revenue | 1,173,499 | |
Europe [Member] | ||
Total revenue | 547,999 | |
Europe [Member] | DPC [Member] | ||
Total revenue | 66,402 | |
Europe [Member] | DPL [Member] | ||
Total revenue | 481,597 | |
Europe [Member] | Enertec [Member] | ||
Total revenue | ||
Europe [Member] | Digital Farms [Member] | ||
Total revenue | ||
Europe [Member] | I. AM, Inc. [Member] | ||
Total revenue | ||
Middle East [Member] | ||
Total revenue | 2,312,902 | |
Middle East [Member] | DPC [Member] | ||
Total revenue | ||
Middle East [Member] | DPL [Member] | ||
Total revenue | ||
Middle East [Member] | Enertec [Member] | ||
Total revenue | 2,312,902 | |
Middle East [Member] | Digital Farms [Member] | ||
Total revenue | ||
Middle East [Member] | I. AM, Inc. [Member] | ||
Total revenue | ||
Other [Member] | ||
Total revenue | 329,002 | |
Other [Member] | DPC [Member] | ||
Total revenue | 68,767 | |
Other [Member] | DPL [Member] | ||
Total revenue | 74,917 | |
Other [Member] | Enertec [Member] | ||
Total revenue | 185,318 | |
Other [Member] | Digital Farms [Member] | ||
Total revenue | ||
Other [Member] | I. AM, Inc. [Member] | ||
Total revenue |
BASIS OF PRESENTATION AND SIG_5
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Available-for-sale securities | $ 6,972,378 | $ 5,611,621 |
Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 2,878,993 | 3,256,468 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Available-for-sale securities | 917,202 | 991,455 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Available-for-sale securities | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Available-for-sale securities | 1,961,791 | 2,265,013 |
Avalanche International Corp. [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 2,385,082 | 3,043,499 |
Avalanche International Corp. [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Available-for-sale securities | 633,214 | 812,858 |
Avalanche International Corp. [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Available-for-sale securities | ||
Avalanche International Corp. [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Available-for-sale securities | 1,751,868 | 2,230,641 |
Marketable Equity Securities {Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 283,988 | 178,597 |
Marketable Equity Securities {Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Available-for-sale securities | 283,988 | 178,597 |
Marketable Securities {Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Available-for-sale securities | ||
Marketable Securities {Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Available-for-sale securities | ||
Investment In Warrants Of Public Companies [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 33,673 | 34,372 |
Investment In Warrants Of Public Companies [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Available-for-sale securities | ||
Investment In Warrants Of Public Companies [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Available-for-sale securities | 33,673 | 34,372 |
Investments in Warrants of Public Companies [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Available-for-sale securities | ||
Avalanche International Corp. [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 176,250 | |
Avalanche International Corp. [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Available-for-sale securities | ||
Avalanche International Corp. [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Available-for-sale securities | ||
Avalanche International Corp. [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Available-for-sale securities | $ 176,250 |
BASIS OF PRESENTATION AND SIG_6
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 2) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Anti-dilutive securities | 2,824,373 | 630,474 |
Preferred Stock [Member] | ||
Anti-dilutive securities | 89,286 | 83,856 |
Stock Option [Member] | ||
Anti-dilutive securities | 360,250 | 222,875 |
Warrant [Member] | ||
Anti-dilutive securities | 936,381 | 323,743 |
Convertible Notes [Member] | ||
Anti-dilutive securities | 1,438,456 |
BASIS OF PRESENTATION AND SIG_7
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Revenue performance obligation | $ 48,000,000 | |
Available-for-sale securities | 6,972,378 | $ 5,611,621 |
MTIX Ltd [Member] | Two MLSE Units [Member] | ||
Unit purchase price | 50,000,000 | |
Manufacturing costs | $ 100,000 |
Marketable Equity Securities (D
Marketable Equity Securities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Payments to acquire investments | $ 740,948 | $ 146,780 | ||
Common Stock [Member] | ||||
Payments to acquire investments | 220,880 | $ 220,880 | ||
Gross unrealized gains (losses) | 63,108 | (42,283) | ||
Gross realized gains (losses) | ||||
Fair value | $ 283,988 | $ 178,597 | $ 1,834,570 |
Marketable Equity Securities _2
Marketable Equity Securities (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Sales of marketable equity securities | $ (286,656) | $ (430,375) | |
Realized losses on marketable equity securities | (13,344) | (41,784) | |
Unrealized gains on marketable equity securities | (116,042) | ||
Common Stock [Member] | |||
Balance at beginning | 178,597 | $ 1,834,570 | $ 1,834,570 |
Purchases of marketable equity securities | 300,000 | 858,458 | |
Sales of marketable equity securities | (286,656) | (2,188,292) | |
Realized losses on marketable equity securities | (13,344) | (175,405) | |
Unrealized gains on marketable equity securities | 105,391 | (150,734) | |
Balance at end | $ 283,988 | $ 178,597 |
Marketable Equity Securities _3
Marketable Equity Securities (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Common Stock [Member] | ||
Gross unrealized gains (losses) | $ 105,391 | $ 150,734 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Property, plant and equipment, gross | $ 14,096,352 | $ 13,978,949 |
Accumulated depreciation and amortization | (5,491,046) | (4,665,650) |
Property and equipment, net | 8,605,306 | 9,313,299 |
Cryptocurrency Machines And Related Equipment [Member] | ||
Property, plant and equipment, gross | 9,198,928 | 9,168,928 |
Computer Software and Related Equipment [Member] | ||
Property, plant and equipment, gross | 2,476,156 | 2,495,470 |
Restaurant Equipment [Member] | ||
Property, plant and equipment, gross | 757,029 | 752,103 |
Office Furniture And Equipment [Member] | ||
Property, plant and equipment, gross | 359,937 | 287,583 |
Leasehold Improvements [Member] | ||
Property, plant and equipment, gross | $ 1,304,302 | $ 1,274,865 |
PROPERTY AND EQUIPMENT, NET (_2
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and Amortization of Intangible Assets | $ 799,023 | $ 115,147 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Intangible assets gross | $ 4,929,161 | $ 4,863,278 |
Accumulated depreciation and amortization | (676,707) | (503,480) |
Intangible assets, net | 4,252,454 | 4,359,798 |
Customer Lists [Member] | ||
Intangible assets gross | 2,434,448 | 2,388,139 |
Non-Competition Agreements [Member] | ||
Intangible assets gross | 150,000 | 150,000 |
Domain Name And Other Intangible Assets [Member] | ||
Intangible assets gross | 782,381 | 762,807 |
Trademarks And Trade Names [Member] | ||
Intangible assets gross | $ 1,562,332 | $ 1,562,332 |
INTANGIBLE ASSETS, NET (Detai_2
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Intangible Assets Net | ||
Amortization of Intangible Assets | $ 162,415 | $ 33,358 |
INVESTMENTS - RELATED PARTIES_2
INVESTMENTS - RELATED PARTIES (Details) - Avalanche International Corp And Alzamend [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Investment in convertible promissory note of AVLP | $ 7,732,660 | $ 6,943,997 |
Accrued interest in convertible promissory note of AVLP | 1,214,509 | 1,004,317 |
Total investment in convertible promissory note of AVLP - Gross | 8,947,169 | 7,948,314 |
Less: original issue discount | (1,974,791) | (2,336,693) |
Total investment in convertible promissory note of AVLP | 6,972,378 | 5,611,621 |
Investment in derivative instruments of AVLP | 1,751,868 | 2,230,641 |
Investment in common stock of AVLP | 633,214 | 812,858 |
Investment in common stock of Alzamend | 176,250 | |
Investment in derivative instruments and common stock of AVLP and Alzamend | 2,561,332 | 3,043,499 |
Total investment in AVLP and Alzamend - Net | $ 9,533,710 | $ 8,655,120 |
INVESTMENTS - RELATED PARTIES_3
INVESTMENTS - RELATED PARTIES (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Avalanche International Corp And Alzamend [Member] | ||
Investment in common stock of AVLP and Alzamend | $ 176,250 | |
Avalanche International Corp And Alzamend [Member] | Warrants and Common Stock [Member] | ||
Balance at beginning | 3,043,499 | |
Investment in convertible promissory notes of AVLP | ||
Investment in common stock of AVLP and Alzamend | 135,790 | |
Fair value of derivative instruments issued by AVLP | 257,907 | |
Unrealized loss in derivative instruments of AVLP | (736,680) | |
Unrealized loss in common stock of AVLP and Alzamend | (139,184) | |
Accretion of discount | ||
Accrued Interest | ||
Balance at end | 2,561,332 | 3,043,499 |
Avalanche International Corp. [Member] | Convertible Promissory Note [Member] | ||
Balance at beginning | 5,611,621 | |
Investment in convertible promissory notes of AVLP | 530,756 | |
Investment in common stock of AVLP and Alzamend | ||
Fair value of derivative instruments issued by AVLP | ||
Unrealized loss in derivative instruments of AVLP | ||
Unrealized loss in common stock of AVLP and Alzamend | ||
Accretion of discount | 619,809 | |
Accrued Interest | 210,192 | |
Balance at end | 6,972,378 | 5,611,621 |
Avalanche International Corp And Alzamend [Member] | ||
Balance at beginning | 8,655,120 | |
Investment in convertible promissory notes of AVLP | 530,756 | |
Investment in common stock of AVLP and Alzamend | 135,790 | |
Fair value of derivative instruments issued by AVLP | 257,907 | |
Unrealized loss in derivative instruments of AVLP | (736,680) | |
Unrealized loss in common stock of AVLP and Alzamend | (139,184) | |
Accretion of discount | 619,809 | |
Accrued Interest | 210,192 | |
Balance at end | $ 9,533,710 | $ 8,655,120 |
INVESTMENTS - RELATED PARTIES_4
INVESTMENTS - RELATED PARTIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Share price (in dollars per share) | $ 0.29 | ||
Net unrealized loss on derivative securities, related party | $ (736,680) | $ (4,741,114) | |
Avalanche International Corp. [Member] | Common Stock [Member] | |||
Number of shares repurchased (in shares) | 71,000 | 430,942 | |
Number of share repurchased, value | $ 41,790 | $ 417,169 | |
Closing price of stock | $ 0.65 | $ 0.90 | |
Avalanche International Corp. [Member] | 12% New Convertible Promissory Note [Member] | |||
Interest income from related party | $ 619,809 | 490,031 | |
Original issue discount | 5,029,211 | ||
Avalanche International Corp. [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member] | |||
Unrealized gain (loss) on its investment | 3,150,061 | $ 2,413,381 | |
Recognized unrealized gain | 102,104 | ||
Net unrealized loss on derivative securities, related party | $ 736,680 | $ 4,273,014 | |
Description of market capitalizations | Based on historical stock prices for similar technology companies with market capitalizations under $100 million. | ||
Avalanche International Corp. [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | |||
Measurement input | 0.0222 | ||
Avalanche International Corp. [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | |||
Measurement input | 0.0277 | ||
Avalanche International Corp. [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member] | Price Volatility [Member] | Minimum [Member] | |||
Measurement input | 0.687 | ||
Avalanche International Corp. [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member] | Price Volatility [Member] | Maximum [Member] | |||
Measurement input | 0.828 | ||
Avalanche International Corp. [Member] | Loan Agreemen [Member] | 12% New Convertible Promissory Note [Member] | |||
Interest receivable | $ 210,191 | $ 143,682 | |
Avalanche International Corp. [Member] | |||
Convertible promissory note aggregate principal amount | $ 7,732,660 | ||
Conversion price (in dollars per share) | $ 0.50 | ||
Interest rate | 12.00% | ||
Debt instrument maturity terms | 5 years | ||
Exercise price of warrants (in dollars per share) | $ 0.50 | ||
Purchase warrant (in shares) | 15,465,320 |
OTHER INVESTMENTS, RELATED PA_2
OTHER INVESTMENTS, RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 05, 2017 | |
Principal amount | $ 2,128,878 | |||||
Payments to acquire property | 9,606 | $ 7,478,335 | ||||
Amortization expense | 1,491,065 | 3,051,148 | ||||
Tenancy In Common Agreement [Member] | ||||||
Amortization of property | $ 300,000 | |||||
Amortization expense | 7,500 | $ 7,500 | ||||
WT Johnson & Sons [Member] | Convertible Promissory Note A [Member] | ||||||
Number of shares issued upon conversion | 30,000 | |||||
Number of shares sold | 30,000 | |||||
Proceeds from promissory note | $ 2,267,766 | |||||
Value added tax payable | 400,500 | 400,500 | ||||
WT Johnson & Sons [Member] | Exchange Agreement [Member] | Convertible Promissory Note A [Member] | ||||||
Principal amount | $ 600,000 | |||||
Value added tax payable | $ 2,668,266 | 2,668,266 | ||||
Debt carrying amount | $ 600,000 | $ 600,000 | ||||
WT Johnson & Sons [Member] | Exchange Agreement [Member] | 10% Convertible Secured Notes [Member] | ||||||
Principal amount | $ 1,667,766 | |||||
Amos Kohn [Member] | ||||||
Payments to acquire property | $ 300,000 | |||||
Amos Kohn [Member] | Undivided Interest [Member] | ||||||
Percentage of real property | 28.00% | 28.00% | ||||
Roni Kohn [Member] | ||||||
Percentage of real property | 72.00% | 72.00% |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net loss | $ (6,711,026) | $ (6,095,953) |
Less: Net loss attributable to non-controlling interest | $ 32,416 | $ 35,431 |
Basic and diluted weighted average common shares outstanding (in shares) | 5,695,740 | 1,819,598 |
Microphase Corporation and Power-Plus Technical Distributors [Member] | ||
Total Revenue | $ 7,774,229 | |
Net loss | (6,136,615) | |
Less: Net loss attributable to non-controlling interest | 35,431 | |
Loss available to common shareholders | $ (6,101,184) | |
Basic and diluted net loss per common share (in dollars per share) | $ (3.35) | |
Basic and diluted weighted average common shares outstanding (in shares) | 1,819,598 | |
Comprehensive Loss | ||
Loss available to common shareholders | $ (6,101,184) | |
Other comprehensive income (loss) | ||
Change in net foreign currency translation adjustments | 26,457 | |
Net unrealized loss on derivative securities of related party | (4,741,114) | |
Other comprehensive income (loss) | (4,714,657) | |
Total Comprehensive loss | $ (10,815,841) |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) | 3 Months Ended |
Mar. 31, 2018$ / shares | |
Share-based Payment Arrangement [Abstract] | |
Weighted average risk free interest rate, minimum | 2.41% |
Weighted average risk free interest rate, maximum | 2.43% |
Weighted average life (in years) | 5 years |
Volatility | 1.247% |
Expected dividend yield | 0.00% |
Weighted average grant-date fair value per share of options granted (in dollars per share) | $ 38.20 |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details 1) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Issuances Outside Of Plans [Member] | |
Exercise Price, lower limit | $ 16 |
Exercise Price, upper limit | $ 46.40 |
Options Outstanding | shares | 199,875 |
Weighted Average Remaining Contractual Life (Years) | 7 years 1 month 24 days |
Weighted Average Exercise Price, Outstanding | $ 26.09 |
Options, Exercisable | shares | 47,121 |
Weighted Average Exercise Price, Exercisable | $ 28.87 |
Total Options [Member] | |
Exercise Price, lower limit | 12 |
Exercise Price, upper limit | $ 46.40 |
Options Outstanding | shares | 360,250 |
Weighted Average Remaining Contractual Life (Years) | 7 years 2 months 12 days |
Weighted Average Exercise Price, Outstanding | $ 20.94 |
Options, Exercisable | shares | 150,247 |
Weighted Average Exercise Price, Exercisable | $ 18.88 |
Exercise Price Range $12.00 - $14.00 [Member] | |
Exercise Price, lower limit | 12 |
Exercise Price, upper limit | $ 14 |
Options Outstanding | shares | 149,000 |
Weighted Average Remaining Contractual Life (Years) | 7 years 3 months 7 days |
Weighted Average Exercise Price, Outstanding | $ 13.44 |
Options, Exercisable | shares | 96,751 |
Weighted Average Exercise Price, Exercisable | $ 13.31 |
Exercise Price Range $26.40 - $27.60 [Member] | |
Exercise Price, lower limit | 26.40 |
Exercise Price, upper limit | $ 27.40 |
Options Outstanding | shares | 8,500 |
Weighted Average Remaining Contractual Life (Years) | 8 years 3 months 11 days |
Weighted Average Exercise Price, Outstanding | $ 27.46 |
Options, Exercisable | shares | 3,500 |
Weighted Average Exercise Price, Exercisable | $ 27.26 |
Exercise Price Range $30.20 - $33.80 [Member] | |
Exercise Price, lower limit | 30.20 |
Exercise Price, upper limit | $ 33.80 |
Options Outstanding | shares | 2,875 |
Weighted Average Remaining Contractual Life (Years) | 3 years 3 months 29 days |
Weighted Average Exercise Price, Outstanding | $ 32.67 |
Options, Exercisable | shares | 2,875 |
Weighted Average Exercise Price, Exercisable | $ 32.67 |
Exercise Price Range $12.00 - $33.80 [Member] | |
Exercise Price, lower limit | 12 |
Exercise Price, upper limit | $ 33.80 |
Options Outstanding | shares | 160,375 |
Weighted Average Remaining Contractual Life (Years) | 7 years 3 months |
Weighted Average Exercise Price, Outstanding | $ 14.53 |
Options, Exercisable | shares | 103,126 |
Weighted Average Exercise Price, Exercisable | $ 14.32 |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total stock-based compensation | $ 621,288 | $ 1,438,214 |
Cost Of Revenues [Member] | ||
Total stock-based compensation | 4,874 | |
Engineering And Product Development [Member] | ||
Total stock-based compensation | 13,650 | |
Selling And Marketing [Member] | ||
Total stock-based compensation | 11,922 | |
General And Administrative [Member] | ||
Total stock-based compensation | 162,326 | 664,165 |
Stock Based Compensation From Plans [Member] | ||
Total stock-based compensation | 162,326 | 694,611 |
Stock Based Compensation From Issuances Outside Plans [Member] | ||
Total stock-based compensation | $ 458,962 | $ 743,603 |
STOCK-BASED COMPENSATION (Det_4
STOCK-BASED COMPENSATION (Details 3) | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Shares Available for Grant | |
Beginning balance | 507,789 |
Forfeited | 12,750 |
Ending balance | 520,539 |
Number of Shares | |
Beginning balance | 173,125 |
Forfeited | (12,750) |
Ending balance | 160,375 |
Weighted Average Exercise Price | |
Beginning balance | $ / shares | $ 14.41 |
Forfeited | $ / shares | 12.89 |
Ending balance | $ / shares | $ 14.53 |
Weighted Average Remaining Contractual Life | |
Beginning balance | 7 years 6 months 7 days |
Ending balance | 7 years 3 months |
Aggregate Intrinsic Value | |
Beginning balance | $ | $ 0 |
Ending balance | $ | $ 0 |
STOCK-BASED COMPENSATION (Det_5
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based compensation expense | $ 621,288 | $ 1,438,214 |
Share price (in dollars per share) | $ 0.29 | |
Compensation cost not yet recognized | $ 403,373 | |
Stock Option [Member] | ||
Share-based compensation expense | 205,943 | |
Restricted Stock [Member] | ||
Share-based compensation expense | 253,019 | |
Aggregate Stock-based Compensation [Member] | ||
Share-based compensation expense | $ 162,326 | |
Number of shares issued | 576,194 | |
Employee [Member] | ||
Vesting period | 4 years | |
Number of shares granted | 38,750 | |
2012 Stock Option Plan [Member] | ||
Number of shares authorized | 868,632 | |
Number of shares available for grant | 520,539 | |
2012 Stock Option Plan [Member] | Minimum [Member] | ||
Expiration period | 5 years | |
2012 Stock Option Plan [Member] | Maximum [Member] | ||
Expiration period | 10 years | |
2002 Stock Option Plan [Member] | ||
Share-based compensation expense | $ 694,611 | |
Number of shares issued | 167,409 | |
2017 & 2016 Stock Incentive Plan and 2012 Stock Option Plan [Member] | Employee [Member] | ||
Weighted average grant date fair value | $ 1,480,195 | |
2017 Stock Incentive Plan [Member] | Consultants and Service Providers [Member] | Common Stock [Member] | ||
Weighted average grant date fair value | $ 253,019 | $ 2,457,102 |
Number of shares issued | 375,000 | 64,153 |
2016 Stock Incentive Plan [Member] | ||
Share-based compensation expense | $ 621,288 | |
Weighted average period for recognition | 2 years 4 months 24 days |
WARRANTS (Details)
WARRANTS (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Exercise Price $0.20 [Member] | |
Exercse Price | $ 0.20 |
Number outstanding | shares | 15,873 |
Weighted average remaining contractual life (years) | 7 years 7 months 24 days |
Weighted Average Exercise Price | $ 0.20 |
Number Exercisable | shares | 15,873 |
Weighted Average Exercise Price | $ 0.20 |
Exercise Price $11.00 [Member] | |
Exercse Price | $ 11 |
Number outstanding | shares | 14,182 |
Weighted average remaining contractual life (years) | 3 years 7 months 10 days |
Weighted Average Exercise Price | $ 11 |
Number Exercisable | shares | 14,182 |
Weighted Average Exercise Price | $ 11 |
Exercise Price $12.00 [Member] | |
Exercse Price | $ 12 |
Number outstanding | shares | 3,750 |
Weighted average remaining contractual life (years) | 4 years 1 month 2 days |
Weighted Average Exercise Price | $ 12 |
Number Exercisable | shares | 3,750 |
Weighted Average Exercise Price | $ 12 |
Exercise Price $13.20 [Member] | |
Exercse Price | $ 13.20 |
Number outstanding | shares | 7,407 |
Weighted average remaining contractual life (years) | 3 years 7 months 24 days |
Weighted Average Exercise Price | $ 13.20 |
Number Exercisable | shares | 7,407 |
Weighted Average Exercise Price | $ 13.20 |
Exercise Price $14.00 [Member] | |
Exercse Price | $ 14 |
Number outstanding | shares | 106,286 |
Weighted average remaining contractual life (years) | 3 years 7 months 13 days |
Weighted Average Exercise Price | $ 14 |
Number Exercisable | shares | 106,286 |
Weighted Average Exercise Price | $ 14 |
Exercise Price $15.00 [Member] | |
Exercse Price | $ 15 |
Number outstanding | shares | 6,795 |
Weighted average remaining contractual life (years) | 3 years 1 month 17 days |
Weighted Average Exercise Price | $ 15 |
Number Exercisable | shares | 6,795 |
Weighted Average Exercise Price | $ 15 |
Exercise Price $16.00 [Member] | |
Exercse Price | $ 16 |
Number outstanding | shares | 24,083 |
Weighted average remaining contractual life (years) | 1 year 5 months 12 days |
Weighted Average Exercise Price | $ 16 |
Number Exercisable | shares | 24,083 |
Weighted Average Exercise Price | $ 16 |
Exercise Price $17.40 [Member] | |
Exercse Price | $ 17.40 |
Number outstanding | shares | 86,207 |
Weighted average remaining contractual life (years) | 4 years 1 month 13 days |
Weighted Average Exercise Price | $ 17.40 |
Number Exercisable | shares | 86,207 |
Weighted Average Exercise Price | $ 17.40 |
Exercise Price $18.80 [Member] | |
Exercse Price | $ 18.80 |
Number outstanding | shares | 384,589 |
Weighted average remaining contractual life (years) | 4 years 1 month 17 days |
Weighted Average Exercise Price | $ 18.80 |
Number Exercisable | shares | 384,589 |
Weighted Average Exercise Price | $ 18.80 |
Exercise Price $20.00 [Member] | |
Exercse Price | $ 20 |
Number outstanding | shares | 14,000 |
Weighted average remaining contractual life (years) | 3 years 8 months 12 days |
Weighted Average Exercise Price | $ 20 |
Number Exercisable | shares | 14,000 |
Weighted Average Exercise Price | $ 20 |
Exercise Price $22.00 [Member] | |
Exercse Price | $ 22 |
Number outstanding | shares | 37,974 |
Weighted average remaining contractual life (years) | 2 years 5 months 5 days |
Weighted Average Exercise Price | $ 22 |
Number Exercisable | shares | 37,974 |
Weighted Average Exercise Price | $ 22 |
Exercise Price $23.00 [Member] | |
Exercse Price | $ 23 |
Number outstanding | shares | 85,000 |
Weighted average remaining contractual life (years) | 3 years 11 months 26 days |
Weighted Average Exercise Price | $ 23 |
Number Exercisable | shares | 85,000 |
Weighted Average Exercise Price | $ 23 |
Exercise Price $26.00 [Member] | |
Exercse Price | $ 26 |
Number outstanding | shares | 49,679 |
Weighted average remaining contractual life (years) | 4 years 14 days |
Weighted Average Exercise Price | $ 26 |
Number Exercisable | shares | 49,679 |
Weighted Average Exercise Price | $ 26 |
Exercise Price $27.00 [Member] | |
Exercse Price | $ 27 |
Number outstanding | shares | 55,556 |
Weighted average remaining contractual life (years) | 4 years 1 month 13 days |
Weighted Average Exercise Price | $ 27 |
Number Exercisable | shares | 55,556 |
Weighted Average Exercise Price | $ 27 |
Exercise Price $44.00 [Member] | |
Exercse Price | $ 44 |
Number outstanding | shares | 31,250 |
Weighted average remaining contractual life (years) | 3 years 9 months 25 days |
Weighted Average Exercise Price | $ 44 |
Number Exercisable | shares | 31,250 |
Weighted Average Exercise Price | $ 44 |
Exercise Price $45.00 [Member] | |
Exercse Price | $ 45 |
Number outstanding | shares | 5,625 |
Weighted average remaining contractual life (years) | 3 years 9 months 25 days |
Weighted Average Exercise Price | $ 45 |
Number Exercisable | shares | 5,625 |
Weighted Average Exercise Price | $ 45 |
Exercise Price $50.00 [Member] | |
Exercse Price | $ 50 |
Number outstanding | shares | 8,125 |
Weighted average remaining contractual life (years) | 3 years 9 months 25 days |
Weighted Average Exercise Price | $ 50 |
Number Exercisable | shares | 8,125 |
Weighted Average Exercise Price | $ 50 |
Exercise Price $0.20 - 50.00 [Member] | |
Number outstanding | shares | 936,381 |
Weighted average remaining contractual life (years) | 3 years 11 months 5 days |
Weighted Average Exercise Price | $ 20.19 |
Number Exercisable | shares | 936,381 |
Weighted Average Exercise Price | $ 20.19 |
Exercise Price $0.20 - 50.00 [Member] | Minimum [Member] | |
Exercse Price | 0.20 |
Exercise Price $0.20 - 50.00 [Member] | Maximum [Member] | |
Exercse Price | $ 50 |
WARRANTS (Details 1)
WARRANTS (Details 1) | 3 Months Ended |
Mar. 31, 2018$ / shares | |
Weighted average risk-free interest rate | 2.41% |
Weighted average life (in years) | 5 years |
Expected dividend yield | 0.00% |
Warrant [Member] | |
Weighted average life (in years) | 4 years |
Expected dividend yield | 0.00% |
Weighted average grant-date fair value per share of warrants granted | $ 23.20 |
Warrant [Member] | Minimum [Member] | |
Weighted average risk-free interest rate | 2.41% |
Volatility | 124.80% |
Warrant [Member] | Maximum [Member] | |
Weighted average risk-free interest rate | 2.61% |
Volatility | 138.40% |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Other Current Liabilities | ||
Accrued payroll and payroll taxes | $ 1,274,875 | $ 1,497,470 |
Other accrued expenses | 302,673 | 370,932 |
Total | $ 1,577,548 | $ 1,868,402 |
LEASES (Details)
LEASES (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Operating right-of-use assets | $ 3,948,834 | |
Operating lease liability - current | 856,475 | |
Operating lease liability - non-current | $ 3,124,524 |
LEASES (Details 1)
LEASES (Details 1) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 386,134 |
Short-term lease cost | |
Variable lease cost |
LEASES (Details 2)
LEASES (Details 2) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 355,070 |
Right-of-use assets obtained in exchange for new operating lease liabilities | |
Weighted-average remaining lease term - operating leases | 5 years 9 months 4 days |
Weighted-average discount rate - operating leases | 10.00% |
LEASES (Details 3)
LEASES (Details 3) | Mar. 31, 2019USD ($) |
Payments due by period | |
2019 (Remainder) | $ 936,849 |
2020 | 1,039,687 |
2021 | 779,008 |
2022 | 501,411 |
2023 | 514,895 |
Thereafter | 1,582,121 |
Total lease payments | 5,353,971 |
Less interest | (1,372,972) |
Present value of lease liabilities | $ 3,980,999 |
LEASES (Details 4)
LEASES (Details 4) | Dec. 31, 2018USD ($) |
Payments due by period | |
2019 | $ 1,291,919 |
2020 | 1,039,687 |
2021 | 779,008 |
2022 | 501,411 |
2023 | 514,895 |
Thereafter | 1,582,121 |
Total lease payments | $ 5,709,041 |
ADVANCES ON FUTURE RECEIPTS (De
ADVANCES ON FUTURE RECEIPTS (Details Narrative) - Purchase and Sale Agreement [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Philou Ventures, LLC [Member] | ||
Cost of future receipts | $ 568,123 | |
Aggregate Value of future receipts | 395,095 | |
Repayment of future receipts | 388,587 | |
Financing receivable, discount | 173,028 | |
TVT Capital LLC [Member] | ||
Non-cash interest expense | $ 95,371 | $ 996,297 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Total notes payable | $ 6,142,024 | $ 7,031,486 |
Less: Unamortized debt discounts | (18,082) | (151,499) |
Unamortized financing cost | (7,541) | |
Total notes payable, net of financing cost | 6,123,942 | 6,872,446 |
Less: current portion | (5,650,699) | (6,388,787) |
Notes payable - long-term portion | 473,243 | 483,659 |
Other Short Term Notes Payable [Member] | ||
Total notes payable | 853,379 | 1,033,553 |
12% Short Term Promissory Notes [Member] | ||
Total notes payable | 1,000,000 | 1,000,000 |
12% September 2018 Short-Term Promissory Note [Member] | ||
Total notes payable | 743,847 | 789,473 |
8% Short Term Promissory Note [Member] | ||
Total notes payable | 636,300 | 1,272,600 |
October 2018 Short-Term Promissory Note [Member] | ||
Total notes payable | 565,000 | |
Enertec Short Term Promissory Note [Member] | ||
Total notes payable | 500,000 | |
Notes Payable To Wells Fargo [Member] | ||
Total notes payable | 291,913 | 291,988 |
Note Payable To Dept. Of Economic And Community Development [Member] | ||
Total notes payable | 250,071 | 260,169 |
Microphase Short Term Promissory Note [Member] | ||
Total notes payable | 200,000 | 200,000 |
Note Payable To Power-Plus Member [Member] | ||
Total notes payable | 13,250 | 13,250 |
Note Payable To Peoples United Bank [Member] | ||
Total notes payable | 17,082 | 18,589 |
Short Term Bank Credit [Member] | ||
Total notes payable | $ 1,636,182 | $ 1,586,864 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Apr. 04, 2019 | Mar. 19, 2019 | Feb. 20, 2019 | Jan. 23, 2019 | Mar. 31, 2019 | Dec. 28, 2018 | Aug. 16, 2018 |
Principal amount | $ 2,128,878 | ||||||
Enertec Short Term Promissory Note [Member] | |||||||
Principal amount | $ 500,000 | ||||||
Interest rate | 10.00% | ||||||
Securities Purchase Agreement [Member] | Four Institutional Investors [Member] | 8% Short-Term Promissory Notes Due February 15, 2019 [Member] | |||||||
Principal amount | $ 1,272,600 | ||||||
Aggregate principal face amount | $ 318,150 | ||||||
Interest rate | 8.00% | ||||||
January Exchange Agreement [Member] | One Institutional Investors [Member] | 8% Two New Promissory Notes [Member] | |||||||
Principal amount | $ 1,043,799 | ||||||
Interest rate | 8.00% | ||||||
Interest expense | $ 244,898 | ||||||
Number of shares issued | 436,753 | ||||||
Cash payment to investor | $ 244,898 | ||||||
January Exchange Agreement [Member] | One Institutional Investors [Member] | Exchange 8% Short Term Promissory Notes And October Short Term Promissory Note [Member] | |||||||
Principal amount | $ 565,000 | ||||||
January Exchange Agreement [Member] | Investor [Member] | |||||||
Number of shares issued | 102,041 | ||||||
Amount of shares issued | $ 73,016 | ||||||
Notes payable outstanding | $ 171,882 | ||||||
February 2019 Exchange Agreement [Member] | |||||||
Interest expense | $ 289,954 | ||||||
Number of shares issued | 375,000 | 180,785 | |||||
Amount of shares issued | $ 108,523 | ||||||
Cash payment to investor | $ 289,954 | ||||||
Notes payable outstanding | $ 183,822 | ||||||
February 2019 Exchange Agreement [Member] | Another One Institutional Investors [Member] | 8% New Promissory Note [Member] | |||||||
Principal amount | $ 433,884 | ||||||
Interest rate | 8.00% |
NOTES PAYABLE - RELATED PARTI_3
NOTES PAYABLE - RELATED PARTIES (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Total notes payable | $ 309,234 | $ 308,984 |
Less: current portion | (166,925) | (166,925) |
Notes payable - long-term portion | 142,309 | 142,059 |
Microphase Former Officers And Employees [Member] | ||
Total notes payable | $ 309,234 | $ 308,984 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - 10% Convertible Secured Notes [Member] - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Convertible note | $ 6,260,294 | $ 7,997,126 |
Unamortized debt discounts | (1,189,276) | |
Unamortized financing cost | (65,356) | |
Convertible notes payable, net of financing cost | $ 6,260,294 | $ 6,742,494 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | Apr. 02, 2019 | Jan. 09, 2019 | Feb. 21, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Aug. 31, 2018 | Jul. 02, 2018 | May 15, 2018 |
Principal amount | $ 2,128,878 | |||||||
Loss on extinguishment | (807,784) | |||||||
Repayments of convertible debt | $ 809,253 | |||||||
10% Convertible Note [Member] | ||||||||
Repayments of convertible debt | $ 3,000,000 | |||||||
Accrued interest | 1,125,000 | |||||||
Payment of debt | $ 353,308 | |||||||
Amended 10% Convertible Note [Member] | ||||||||
Principal amount | $ 309,193 | |||||||
Description of note monthly amortization payments | The conversion price on these monthly amortization payments was reduced from $8.00 per share of common stock to a price equal to the greater of (i) $2.40 per share (the closing price of the Company’s common stock on January 9, 2019) or (ii) 80% of the lowest daily VWAP in the three days prior to the date of issuance, but not to exceed $8.00 per share. | |||||||
Loss on extinguishment | $ 807,784 | |||||||
Convertible Note [Member] | Investor [Member] | ||||||||
Amount of converted debt | $ 1,053,351 | |||||||
Number of share issued upon debt conversion | 336,487 | |||||||
Cash payment to investor | $ 393,014 | |||||||
Interest expense | $ 393,014 | |||||||
Securities Purchase Agreement [Member] | 10% Convertible Note [Member] | ||||||||
Principal amount | $ 6,000,000 | |||||||
Securities Purchase Agreement [Member] | Second 10% Convertible Note [Member] | ||||||||
Principal amount | $ 1,000,000 | |||||||
Securities Purchase Agreement [Member] | Third 10% Convertible Note [Member] | ||||||||
Principal amount | $ 2,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Nov. 28, 2018USD ($) |
Blockchain Mining Supply And Services, Ltd [Member] | |
Damages amount | $ 1,388,495 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Mar. 14, 2019 | Feb. 27, 2019 | Oct. 10, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jan. 03, 2019 | Dec. 31, 2018 |
Common stock, authorized | 550,000,000 | ||||||
Preferred stock, authorized | 25,000,000 | ||||||
Preferred stock, par value (in dollars per sahre) | $ 0.001 | ||||||
Preferred stock outstanding | 23,497,500 | ||||||
Reverse stock split | one-for-twenty | ||||||
Stock issued during period, reverse stock splits | Each twenty (20) shares of common stock issued and outstanding prior to the Reverse Stock Split were converted into one (1) share of common stock, with no change in authorized shares or par value per share. | ||||||
Number of preferred stock issued, value | $ 2,608,457 | $ 2,167,844 | |||||
Principal amount | 2,128,878 | ||||||
Accrued interest | 651,462 | ||||||
Number of shares issued for services | $ 253,019 | 3,033,296 | |||||
Preferred stock price per share (in dollar per share) | $ 0.001 | ||||||
Common Stock [Member] | |||||||
Number of preferred stock issued, value | $ 1,056 | $ 102 | |||||
Issuance of common stock for conversion of debt (in shares) | 1,056,066 | 101,500 | |||||
Number of shares issued for services (in shares) | 375,000 | 84,152 | |||||
Number of shares issued for services | $ 375 | $ 84 | |||||
Gross proceeds from issuance of common stock | $ 1,056,066 | ||||||
Consultants [Member] | |||||||
Exercise price of warrants (in dollars per share) | $ 0.67 | ||||||
Number of shares issued for services (in shares) | 375,000 | ||||||
Number of shares issued for services | $ 253,019 | ||||||
At-The-Market Issuance Sales Agreement [Member] | Wilson-Davis & Co Inc [Member] | |||||||
Number of shares issued (in shares) | 3,791,642 | ||||||
Gross proceeds from issuance of common stock | $ 4,397,535 | ||||||
Aggregate offering price | $ 25,000,000 | ||||||
Common Class A [Member] | |||||||
Common stock, authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||
Common Class B [Member] | |||||||
Common stock, authorized | 25,000,000 | 25,000,000 | 25,000,000 | ||||
Series A Convertible Preferred Stock [Member] | |||||||
Preferred stock issued | 1,434 | ||||||
Preferred stock outstanding | 1,434 | ||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||
Convertible preferred stock, authorized | 1,000,000 | 1,000,000 | |||||
Series B Convertible Preferred Stock [Member] | |||||||
Preferred stock issued | 125,000 | ||||||
Preferred stock outstanding | 125,000 | ||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||
Convertible preferred stock, authorized | 500,000 | 500,000 | |||||
Series C Preferred Stock [Member] | |||||||
Liquidation preference (in dollars per share) | $ 1,000 | ||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | ||||||
Convertible preferred stock, authorized | 2,500 | ||||||
Conversion price (in dollars per share) | $ 2.40 | ||||||
Purchased price | $ 1,000 | ||||||
Number of maximum shares issued (in shares) | 2,500 | ||||||
Description of terms on redemption of preferred stock | The holders of Series C Preferred Stock shall not be entitled to receive dividends. Unless previously converted into shares of common stock, any shares of Series C Preferred Stock issued and outstanding sixty (60) months from their date of issuance (the “Redemption Date”), shall be mandatorily redeemed and repurchased by the Company at the stated value. | ||||||
Maturity date of stock | 5 years | ||||||
Series C Convertible Redeemable Preferred Stock [Member] | Securities Purchase Agreement [Member] | Ault & Company, Inc. [Member] | |||||||
Number of preferred stock issued, value | $ 2,500,000 | ||||||
Conversion price (in dollars per share) | $ 2.40 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Mar. 31, 2017 | Mar. 31, 2019 | Dec. 31, 2018 |
Principal amount | $ 2,128,878 | ||
AVLP [Member] | |||
Number of shares issued (in shares) | 71,000 | 430,942 | |
Amount of shares issued | $ 41,790 | $ 417,169 | |
Unrealized gain | 102,104 | ||
MTIX Limited [Member] | Multiplex Laser Surface Enhancement [Member] | |||
Purchase order | $ 50,000,000 | ||
Promissory note receivable | $ 3,915,075 | ||
Alzamend Neuro, Inc. [Member] | |||
Common stock, issued | 117,500 | ||
Common stock stated value | $ 94,000 | ||
Principal amount | $ 91,483 | ||
Cash | 2,517 | ||
Loan And Security Agreement [Member] | AVLP [Member] | |||
Maximum amount of non-revolving credit facility | 10,000,000 | ||
Loan And Security Agreement [Member] | AVLP [Member] | 12% Convertible Promissory Notes [Member] | |||
Principal amount | $ 7,732,660 | ||
Common stock, issued | 15,465,320 | ||
Contractual interest receivable | $ 1,214,509 |
SEGMENT, CUSTOMERS AND GEOGRA_3
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Revenues | $ 5,551,651 | $ 3,402,955 | |
Revenue, cryptocurrency mining | 28,804 | 1,792,892 | |
Revenue, related party | |||
Revenue, restaurant operations | 1,173,499 | ||
Revenue, lending activities | 185,089 | ||
Inter-segment revenues | |||
Total revenues | 6,939,043 | 5,195,847 | |
Depreciation and amortization expense | 961,437 | 148,505 | |
Loss from operations | (4,654,796) | (2,968,295) | |
Capital expenditures for segment assets | 9,606 | 7,478,335 | |
Identifiable assets | 54,773,791 | 38,493,386 | $ 49,425,880 |
Operating Segments [Member] | DPC [Member] | |||
Revenues | 2,496,917 | 2,839,696 | |
Revenue, cryptocurrency mining | 1,792,892 | ||
Revenue, related party | |||
Revenue, restaurant operations | |||
Revenue, lending activities | 185,089 | ||
Inter-segment revenues | 4,513 | ||
Total revenues | 2,682,006 | 4,637,101 | |
Depreciation and amortization expense | 70,146 | 76,236 | |
Loss from operations | (517,376) | (1,848,911) | |
Capital expenditures for segment assets | 3,793 | 311,143 | |
Identifiable assets | 33,120,205 | 29,104,475 | |
Operating Segments [Member] | DPL [Member] | |||
Revenues | 556,514 | 325,763 | |
Revenue, cryptocurrency mining | |||
Revenue, related party | |||
Revenue, restaurant operations | |||
Revenue, lending activities | |||
Inter-segment revenues | |||
Total revenues | 556,514 | 325,763 | |
Depreciation and amortization expense | 19,797 | 17,381 | |
Loss from operations | (925) | (252,519) | |
Capital expenditures for segment assets | 1,399 | ||
Identifiable assets | 1,578,448 | 1,487,674 | |
Operating Segments [Member] | Enertec [Member] | |||
Revenues | 2,498,220 | ||
Revenue, cryptocurrency mining | |||
Revenue, related party | |||
Revenue, restaurant operations | |||
Revenue, lending activities | |||
Total revenues | 2,498,220 | ||
Depreciation and amortization expense | 154,922 | ||
Loss from operations | (49,888) | ||
Capital expenditures for segment assets | |||
Identifiable assets | 11,590,778 | ||
Operating Segments [Member] | SC Mining [Member] | |||
Revenues | 237,496 | ||
Revenue, cryptocurrency mining | 28,804 | ||
Revenue, related party | |||
Revenue, restaurant operations | |||
Revenue, lending activities | |||
Inter-segment revenues | |||
Total revenues | 28,804 | 237,496 | |
Depreciation and amortization expense | 716,572 | 54,888 | |
Loss from operations | (742,423) | (864,422) | |
Capital expenditures for segment assets | 7,165,793 | ||
Identifiable assets | 6,420,076 | 7,901,237 | |
Operating Segments [Member] | I. AM, Inc. [Member] | |||
Revenues | |||
Revenue, cryptocurrency mining | |||
Revenue, related party | |||
Revenue, restaurant operations | 1,173,499 | ||
Revenue, lending activities | |||
Total revenues | 1,173,499 | ||
Depreciation and amortization expense | |||
Loss from operations | (104,353) | ||
Capital expenditures for segment assets | 5,813 | ||
Identifiable assets | $ 2,064,284 | ||
Intersegment Eliminations [Member] | |||
Revenues | |||
Revenue, cryptocurrency mining | |||
Inter-segment revenues | (4,513) | ||
Total revenues | (4,513) | ||
Depreciation and amortization expense | |||
Loss from operations | |||
Capital expenditures for segment assets | |||
Identifiable assets |
SEGMENT, CUSTOMERS AND GEOGRA_4
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total Revenues by Major Customer | $ 6,939,043 | $ 5,195,847 |
Percentage of Total Company Revenues | 10.00% | 10.00% |
Sales Revenue, Net [Member] | MTIX [Member] | Customer A [Member] | ||
Total Revenues by Major Customer | $ 1,416,086 | |
Percentage of Total Company Revenues | 20.00% | |
Sales Revenue, Net [Member] | MTIX [Member] | Customer B [Member] | ||
Total Revenues by Major Customer | $ 1,792,892 | |
Percentage of Total Company Revenues | 35.00% |
SEGMENT, CUSTOMERS AND GEOGRA_5
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | $ 6,939,043 | $ 5,195,847 |
Commercial Products [Member] | ||
Revenues | 3,435,850 | 3,665,069 |
Defense Products [Member] | ||
Revenues | $ 3,503,193 | $ 1,530,778 |
SEGMENT, CUSTOMERS AND GEOGRA_6
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details 3) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues | $ 6,939,043 | $ 5,195,847 |
North America [Member] | ||
Revenues | 3,749,140 | 4,747,546 |
Middle East [Member] | ||
Revenues | 2,312,902 | |
Europe [Member] | ||
Revenues | 547,999 | 266,655 |
Other [Member] | ||
Revenues | $ 329,002 | $ 181,646 |
SEGMENT, CUSTOMERS AND GEOGRA_7
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details Narrative) - Segment | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 5 | |
Percentage of concentration risk | 10.00% | 10.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | May 13, 2019 | May 13, 2019 | May 08, 2019 | Apr. 12, 2019 | Apr. 02, 2019 | Mar. 29, 2019 | Mar. 14, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 03, 2019 |
Subsequent Event [Line Items] | |||||||||||
Common stock, authorized | 550,000,000 | ||||||||||
Preferred stock, authorized | 25,000,000 | ||||||||||
Reverse stock split | one-for-twenty | ||||||||||
Stock issued during period, reverse stock splits | Each twenty (20) shares of common stock issued and outstanding prior to the Reverse Stock Split were converted into one (1) share of common stock, with no change in authorized shares or par value per share. | ||||||||||
Principal amount | $ 2,128,878 | ||||||||||
Revenue from related parties | |||||||||||
A.G.P./Alliance Global Partners [Member] | Common Warrants [Member] | Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares issued | 622,220 | ||||||||||
Exercise price of warrants (in dollars per share) | $ 0.50 | ||||||||||
Warrant tem | 5 years | ||||||||||
MTIX Ltd [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Revenue from related parties | $ 3,907,280 | $ 173,751 | |||||||||
Underwriting Agreement [Member] | A.G.P./Alliance Global Partners [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares issued | 2,855,500 | ||||||||||
Underwriting Agreement [Member] | A.G.P./Alliance Global Partners [Member] | Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares issued | 428,325 | ||||||||||
Underwriting Agreement [Member] | A.G.P./Alliance Global Partners [Member] | Public Offering [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Offering price (in dollars per share) | $ 0.44 | ||||||||||
Proceeds from public offering | $ 6,204,717 | ||||||||||
Underwriting Agreement [Member] | A.G.P./Alliance Global Partners [Member] | Common Warrants [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares issued | 2,855,500 | ||||||||||
Offering price (in dollars per share) | $ 0.01 | ||||||||||
Exercise price of warrants (in dollars per share) | $ 0.45 | ||||||||||
Underwriting Agreement [Member] | A.G.P./Alliance Global Partners [Member] | Common Warrants [Member] | Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares issued | 2,333,325 | ||||||||||
Underwriting Agreement [Member] | A.G.P./Alliance Global Partners [Member] | Pre-Funded Warrants [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares issued | 12,700,000 | ||||||||||
Offering price (in dollars per share) | $ 0.01 | ||||||||||
Description of warrant | The Pre-Funded Warrants were offered to each purchaser whose purchase of the Shares and the Common Warrant in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company’s outstanding common stock immediately following the consummation of the Offering. | ||||||||||
Underwriting Agreement [Member] | A.G.P./Alliance Global Partners [Member] | Pre-Funded Warrants [Member] | Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares issued | 1,905,000 | ||||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Description offering statement | On May 13, 2019, the Company filed an Offering Statement on Form 1-A pursuant to Regulation A promulgated by the Securities and Exchange Commission (the “Commission”), pursuant to which up to $50 million of 3-year, non-convertibles promissory notes (“Promissory Notes”) will be offered and sold once the Commission has qualified the Offering Statement. The Company anticipates that the Promissory Notes will accrue annualized interest of between 5% and 15% that will be paid rata monthly and will be offered on a continuous basis, in each case as determined by the Company in its sole discretion. | ||||||||||
Proceeds from public offering | $ 7,000 | ||||||||||
Total number of common stock issued | 27,101,000 | ||||||||||
Exercise of pre-funded warrants | 12,700,000 | ||||||||||
Cashless exercise of the common warrants | 11,545,500 | ||||||||||
Net proceeds from issued of common stock | $ 248,172 | ||||||||||
Subsequent Event [Member] | custom:Multiplex Laser Surface Enhancement [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Revenue from related parties | $ 2,676,219 | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Accredited Investor [Member] | 4% Convertible Promissory Note [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Principal amount | $ 660,000 | $ 660,000 | |||||||||
Debt term | 5 years | ||||||||||
Proceeds from convertible debt | $ 500,000 | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Accredited Investor [Member] | Warrants [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares issued | 500,000 | ||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of shares issued | 1,000,000 |