Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 16, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | DPW Holdings, Inc. | |
Entity Central Index Key | 0000896493 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-12711 | |
Entity Incorporation, State or Country Code | DE | |
Title of 12(b) Security | Class A Common Stock, $0.001 par value | |
Trading Symbol | DPW | |
Security Exchange Name | NYSEAMER | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,174,493 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 867,518 | $ 902,329 |
Marketable equity securities | 410,205 | 178,597 |
Accounts receivable | 2,629,957 | 1,930,971 |
Accounts and other receivable, related party | 1,238,856 | 3,887,654 |
Accrued revenue | 1,284,412 | 1,353,411 |
Inventories, net | 2,729,243 | 3,261,126 |
Prepaid expenses and other current assets | 803,880 | 775,981 |
TOTAL CURRENT ASSETS | 9,964,071 | 12,290,069 |
Intangible assets | 4,142,699 | 4,359,798 |
Digital currencies | 19,314 | 1,535 |
Goodwill | 8,695,079 | 8,463,070 |
Property and equipment, net | 7,610,362 | 9,313,299 |
Right-of-use assets | 3,669,613 | |
Investments - related party, net of original issue discount of $1,675,274 and $2,336,693, respectively | 8,381,004 | 5,611,621 |
Investments in derivative liabilities and common stock - related party | 3,476,253 | 3,043,499 |
Equity investments in private companies | 897,958 | 480,000 |
Investment in limited partnership | 1,969,000 | 1,969,000 |
Loans receivable | 2,031,312 | 2,572,230 |
Other investments, related parties | 847,500 | 862,500 |
Other assets | 719,232 | 459,259 |
TOTAL ASSETS | 52,423,397 | 49,425,880 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 13,508,162 | 13,065,838 |
Accounts payable and accrued expenses, related party | 60,023 | 57,752 |
Operating lease liability, current | 786,740 | |
Advances on future receipts | 1,909,203 | 2,085,807 |
Short term advances, related party | 386,761 | 73,761 |
Revolving credit facility | 84,999 | 285,605 |
Notes payable, net | 8,121,751 | 6,388,787 |
Notes payable, related party | 162,674 | 166,925 |
Convertible notes payable | 6,742,494 | |
Other current liabilities | 1,772,234 | 1,868,402 |
TOTAL CURRENT LIABILITIES | 26,792,547 | 30,735,371 |
LONG TERM LIABILITIES | ||
Operating lease liability, non-current | 2,944,162 | |
Notes payable | 451,447 | 483,659 |
Notes payable, related parties | 121,643 | 142,059 |
Convertible notes payable | 263,795 | |
TOTAL LIABILITIES | 30,573,594 | 31,361,089 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Additional paid-in capital | 92,377,366 | 77,647,544 |
Accumulated deficit | (66,465,775) | (55,721,115) |
Accumulated other comprehensive loss | (4,071,199) | (3,902,523) |
TOTAL DPW HOLDINGS STOCKHOLDERS' EQUITY | 21,841,561 | 18,024,133 |
Non-controlling interest | 8,242 | 40,658 |
TOTAL STOCKHOLDERS' EQUITY | 21,849,803 | 18,064,791 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 52,423,397 | 49,425,880 |
Series A Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Convertible Preferred Stock | 7 | 1 |
Series B Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Convertible Preferred Stock | 125 | 125 |
Class A Common Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Common Stock | 1,037 | 101 |
Class B Common Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Common Stock |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Investments - related parties, original issue discount | $ 1,675,274 | $ 2,336,693 |
Common stock, issued | 699,887 | |
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 | 7,040 | 1,434 |
Convertible preferred stock, outstanding | 7,040 | 1,434 |
Convertible preferred stock, liquidation preference | $ 176,000 | $ 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 | 1,037,128 | 100,910 |
Common stock, outstanding | 1,037,128 | 100,910 |
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 | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Total revenue | $ 6,148,067 | $ 7,443,834 | $ 13,087,110 | $ 12,639,681 |
Cost of revenue | 4,589,202 | 6,083,925 | 9,707,515 | 9,886,634 |
Gross profit | 1,558,865 | 1,359,909 | 3,379,595 | 2,753,047 |
Operating expenses | ||||
Engineering and product development | 471,268 | 367,415 | 926,946 | 710,438 |
Selling and marketing | 426,113 | 774,860 | 900,456 | 1,500,331 |
General and administrative | 4,634,151 | 4,387,974 | 10,065,117 | 7,609,597 |
Gain on digital currency | (4,479) | (71,316) | (5,982) | |
Total operating expenses | 5,527,053 | 5,458,933 | 11,886,537 | 9,820,366 |
Loss from operations | (3,968,188) | (4,099,024) | (8,506,942) | (7,067,319) |
Interest income | 911,537 | 603,519 | 1,748,464 | 1,243,623 |
Interest expense | (532,255) | (3,490,310) | (2,631,796) | (7,262,530) |
Change in fair value of marketable equity securities | 272,689 | 156,647 | ||
Loss on extinguishment of convertible debt | (807,784) | |||
Loss on issuance of warrants | (1,763,481) | (1,763,481) | ||
Change in fair value of warrant liability | 946,825 | 946,825 | ||
Loss before income taxes | (4,132,873) | (6,985,815) | (10,858,067) | (13,086,226) |
Income tax benefit | 73,976 | (10,715) | 88,144 | (6,257) |
Net loss | (4,058,897) | (6,996,530) | (10,769,923) | (13,092,483) |
Less: Net loss attributable to non-controlling interest | 108,649 | 32,416 | 144,080 | |
Net loss attributable to DPW Holdings | (4,058,897) | (6,887,881) | (10,737,507) | (12,948,403) |
Preferred dividends | (5,284) | (108,049) | (7,153) | (108,049) |
Net loss available to common stockholders | $ (4,064,181) | $ (6,995,930) | $ (10,744,660) | $ (13,056,452) |
Basic and diluted net loss per common share (in dollars per share) | $ (5) | $ (104.24) | $ (22.42) | $ (231.65) |
Basic and diluted weighted average common shares outstanding (in shares) | 812,355 | 67,115 | 479,226 | 56,362 |
Comprehensive Loss | ||||
Loss available to common stockholders | $ (4,064,181) | $ (6,995,930) | $ (10,744,660) | $ (13,056,452) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | 162,648 | (158,306) | 192,505 | (131,849) |
Net unrealized gain (loss) on derivative securities of related party | 375,499 | (704,811) | (361,181) | (5,445,925) |
Other comprehensive income (loss) | 538,147 | (863,117) | (168,676) | (5,577,774) |
Total Comprehensive loss | (3,526,034) | (7,859,047) | (10,913,336) | (18,634,226) |
Revenue [Member] | ||||
Total revenue | 4,541,198 | 4,347,958 | 10,092,849 | 7,513,417 |
Revenue, Cryptocurrency Mining [Member] | ||||
Total revenue | 256,116 | 718,757 | 284,920 | 956,253 |
Revenue, Related Party [Member] | ||||
Total revenue | 1,765,875 | 3,558,767 | ||
Revenue, Restaurant Operations [Member] | ||||
Total revenue | 1,161,132 | 502,492 | 2,334,631 | 502,492 |
Revenue, Lending Activities [Member] | ||||
Total revenue | $ 189,621 | $ 108,752 | $ 374,710 | $ 108,752 |
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 beginning at Dec. 31, 2017 | $ 479 | $ 38 | $ 36,918,132 | $ (23,414,151) | $ 4,503,046 | $ 780,737 | $ 18,788,281 |
Balance at beginning (in shares) at Dec. 31, 2017 | 478,776 | 37,778 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Compensation expense due to stock option issuances | 426,873 | 426,873 | |||||
Compensation expense due to warrant issuances | 46,954 | 46,954 | |||||
Issuance of common stock for services | $ 3 | 3,758,293 | 3,758,296 | ||||
Issuance of common stock for services (in shares) | 3,354 | ||||||
Issuance of common stock and warrants for cash | $ 24 | 18,551,565 | 18,551,589 | ||||
Issuance of common stock and warrants for cash (in shares) | 23,821 | ||||||
Issuance of common stock for conversion of debt | $ 3 | 2,167,841 | 2,167,844 | ||||
Issuance of common stock for conversion of debt (in shares) | 2,538 | ||||||
Issuance of common stock for conversion of short-term advances | $ 4 | 2,819,580 | 2,819,584 | ||||
Issuance of common stock for conversion of short-term advances (in shares) | 4,540 | ||||||
Issuance of common stock upon exercise of stock options | 97,800 | 97,800 | |||||
Issuance of common stock upon exercise of stock options (in shares) | 75 | ||||||
Issuance of common stock upon exercise of warrants | $ 3 | 867,163 | 867,166 | ||||
Issuance of common stock upon exercise of warrants (in shares) | 2,682 | ||||||
Issuance of Series B preferred stock for conversion of short-term advances | $ 25 | 249,975 | 250,000 | ||||
Issuance of Series B preferred stock for conversion of short-term advances (in shares) | 25,000 | ||||||
Issuance of common stock for conversion of Series E preferred stock | $ (379) | $ 1 | 378 | ||||
Issuance of common stock for conversion of Series E preferred stock (in shares) | (378,776) | 947 | |||||
Issuance of common stock in connection with convertible notes | $ 1 | 675,220 | 675,221 | ||||
Issuance of common stock in connection with convertible notes (in shares) | 1,362 | ||||||
Repurchase of common stock | (55,000) | (55,000) | |||||
Repurchase of common stock (in shares) | (69) | ||||||
Beneficial conversion feature in connection with convertible notes | 288,573 | 288,573 | |||||
Fair value of warrants issued in connection with convertible notes | 3,408,665 | 3,408,665 | |||||
Cash for exchange fees and other financing costs | (1,838,013) | (1,838,013) | |||||
Non-controlling interest from acquisition of I. AM | 33,242 | 33,242 | |||||
Comprehensive loss: | |||||||
Net loss | (12,948,403) | (12,948,403) | |||||
Preferred deemed dividends | 108,049 | (108,049) | |||||
Net unrealized gain on securities available-for-sale, net of income taxes | (5,445,925) | (5,445,925) | |||||
Foreign currency translation adjustments | (81,786) | (131,849) | (131,849) | ||||
Net loss attributable to non-controlling interest | (144,080) | (144,080) | |||||
Balance at end at Jun. 30, 2018 | $ 125 | $ 77 | 68,492,048 | (36,552,389) | (1,074,728) | 669,899 | 31,535,032 |
Balance at end (in shares) at Jun. 30, 2018 | 125,000 | 77,028 | |||||
Balance at beginning at Dec. 31, 2017 | $ 479 | $ 38 | 36,918,132 | (23,414,151) | 4,503,046 | 780,737 | 18,788,281 |
Balance at beginning (in shares) at Dec. 31, 2017 | 478,776 | 37,778 | |||||
Balance at end at Dec. 31, 2018 | $ 126 | $ 101 | 77,647,544 | (55,721,115) | (3,902,523) | 40,658 | 18,064,791 |
Balance at end (in shares) at Dec. 31, 2018 | 126,434 | 100,910 | |||||
Balance at beginning at Mar. 31, 2018 | $ 225 | $ 53 | 50,772,786 | (29,474,673) | (211,611) | 745,306 | 21,832,086 |
Balance at beginning (in shares) at Mar. 31, 2018 | 224,276 | 52,544 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Compensation expense due to stock option issuances | 194,019 | 194,019 | |||||
Compensation expense due to warrant issuances | 23,477 | 23,477 | |||||
Issuance of common stock for services | $ 1 | 724,999 | 725,000 | ||||
Issuance of common stock for services (in shares) | 1,250 | ||||||
Issuance of common stock and warrants for cash | $ 18 | 12,308,216 | 12,308,234 | ||||
Issuance of common stock and warrants for cash (in shares) | 17,420 | ||||||
Issuance of common stock for conversion of short-term advances | $ 4 | 2,819,580 | 2,819,584 | ||||
Issuance of common stock for conversion of short-term advances (in shares) | 4,540 | ||||||
Issuance of common stock upon exercise of warrants | $ 1 | (1) | |||||
Issuance of common stock upon exercise of warrants (in shares) | 349 | ||||||
Issuance of Series B preferred stock for conversion of short-term advances | $ 25 | 249,975 | 250,000 | ||||
Issuance of Series B preferred stock for conversion of short-term advances (in shares) | 25,000 | ||||||
Issuance of common stock for conversion of Series E preferred stock | $ (125) | 125 | |||||
Issuance of common stock for conversion of Series E preferred stock (in shares) | (124,276) | 311 | |||||
Issuance of common stock in connection with convertible notes | 321,548 | 321,548 | |||||
Issuance of common stock in connection with convertible notes (in shares) | 683 | ||||||
Repurchase of common stock | (55,000) | (55,000) | |||||
Repurchase of common stock (in shares) | (69) | ||||||
Fair value of warrants issued in connection with convertible notes | 2,003,617 | 2,003,617 | |||||
Cash for exchange fees and other financing costs | (979,342) | (979,342) | |||||
Non-controlling interest from acquisition of I. AM | 33,242 | 33,242 | |||||
Comprehensive loss: | |||||||
Net loss | (6,887,881) | (6,887,881) | |||||
Preferred deemed dividends | 108,049 | (108,049) | |||||
Net unrealized gain on securities available-for-sale, net of income taxes | (704,811) | (704,811) | |||||
Foreign currency translation adjustments | (81,786) | (158,306) | (158,306) | ||||
Net loss attributable to non-controlling interest | (108,649) | (108,649) | |||||
Balance at end at Jun. 30, 2018 | $ 125 | $ 77 | 68,492,048 | (36,552,389) | (1,074,728) | 669,899 | 31,535,032 |
Balance at end (in shares) at Jun. 30, 2018 | 125,000 | 77,028 | |||||
Balance at beginning at Dec. 31, 2018 | $ 126 | $ 101 | 77,647,544 | (55,721,115) | (3,902,523) | 40,658 | 18,064,791 |
Balance at beginning (in shares) at Dec. 31, 2018 | 126,434 | 100,910 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Compensation expense due to stock option issuances | 493,954 | 493,954 | |||||
Issuance of common stock for cash | $ 192 | 5,453,552 | 5,453,744 | ||||
Issuance of common stock for cash (in shares) | 191,179 | ||||||
Issuance of common stock for services | $ 9 | 253,010 | 253,019 | ||||
Issuance of common stock for services (in shares) | 9,375 | ||||||
Issuance of common stock in payment of accrued liabilities | $ 9 | 108,514 | 108,523 | ||||
Issuance of common stock in payment of accrued liabilities (in shares) | 9,375 | ||||||
Issuance of common stock for conversion of debt | $ 26 | 2,608,431 | 2,608,458 | ||||
Issuance of common stock for conversion of debt (in shares) | 26,402 | ||||||
Issuance of common stock upon exercise of warrants | $ 700 | 6,620,325 | 6,621,025 | ||||
Issuance of common stock upon exercise of warrants (in shares) | 699,887 | ||||||
Issuance of Series A preferred stock for cash | $ 6 | 140,144 | 140,150 | ||||
Issuance of Series A preferred stock for cash (in shares) | 5,606 | ||||||
Beneficial conversion feature in connection with convertible notes | 188,448 | 188,448 | |||||
Fair value of warrants issued in connection with convertible notes | 58,448 | 58,448 | |||||
Cash for exchange fees and other financing costs | (1,195,004) | (1,195,004) | |||||
Comprehensive loss: | |||||||
Net loss | (10,737,507) | (10,737,507) | |||||
Preferred dividends | (7,153) | (7,153) | |||||
Net unrealized gain (loss) on derivatives in related party | (361,181) | (361,181) | |||||
Foreign currency translation adjustments | 192,505 | 192,505 | |||||
Net loss attributable to non-controlling interest | (32,416) | (32,416) | |||||
Balance at end at Jun. 30, 2019 | $ 132 | $ 1,037 | 92,377,366 | (66,465,775) | (4,071,199) | 8,242 | 21,849,803 |
Balance at end (in shares) at Jun. 30, 2019 | 132,040 | 1,037,128 | |||||
Balance at beginning at Mar. 31, 2019 | $ 126 | $ 231 | 84,903,648 | (62,401,594) | (4,478,216) | 8,242 | 18,032,437 |
Balance at beginning (in shares) at Mar. 31, 2019 | 126,504 | 231,478 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Compensation expense due to stock option issuances | 248,340 | 248,340 | |||||
Issuance of common stock for cash | $ 97 | 1,056,112 | 1,056,209 | ||||
Issuance of common stock for cash (in shares) | 96,388 | ||||||
Issuance of common stock in payment of accrued liabilities | $ 9 | 108,514 | 108,523 | ||||
Issuance of common stock in payment of accrued liabilities (in shares) | 9,375 | ||||||
Issuance of common stock upon exercise of warrants | $ 700 | 6,620,325 | 6,621,025 | ||||
Issuance of common stock upon exercise of warrants (in shares) | 699,887 | ||||||
Issuance of Series A preferred stock for cash | $ 6 | 138,394 | 138,400 | ||||
Issuance of Series A preferred stock for cash (in shares) | 5,536 | ||||||
Beneficial conversion feature in connection with convertible notes | 188,448 | 188,448 | |||||
Fair value of warrants issued in connection with convertible notes | 58,448 | 58,448 | |||||
Cash for exchange fees and other financing costs | (944,863) | (944,863) | |||||
Comprehensive loss: | |||||||
Net loss | (4,058,897) | (4,058,897) | |||||
Preferred dividends | (5,284) | (5,284) | |||||
Net unrealized gain (loss) on derivatives in related party | 375,499 | 375,499 | |||||
Foreign currency translation adjustments | 31,518 | 162,648 | |||||
Net loss attributable to non-controlling interest | |||||||
Balance at end at Jun. 30, 2019 | $ 132 | $ 1,037 | $ 92,377,366 | $ (66,465,775) | $ (4,071,199) | $ 8,242 | $ 21,849,803 |
Balance at end (in shares) at Jun. 30, 2019 | 132,040 | 1,037,128 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (10,769,923) | $ (13,092,483) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,826,721 | 758,628 |
Amortization | 299,462 | 66,716 |
Amortization of right-of-use assets | 61,289 | |
Interest expense - debt discount | 1,676,609 | 5,779,108 |
Fair value in excess of proceeds upon issuance of warrants | 1,763,481 | |
Change in fair value of warrant liability | (946,825) | |
Accretion of original issue discount on notes receivable - related party | (1,262,422) | (930,448) |
Accretion of original issue discount on notes receivable | (58,023) | |
Increase in accrued interest on notes receivable - related party | (464,114) | |
Stock-based compensation | 992,283 | 2,811,540 |
Realized (gains) losses on sale of digital currencies | (394) | 100,551 |
Realized (gains) losses on sale of marketable securities | (86,741) | 157,845 |
Unrealized gains on marketable equity securities | (231,608) | |
Unrealized gains on equity securities - related party | (21,288) | |
Unrealized gains on equity securities | (6,316) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (591,839) | 770,266 |
Accounts receivable, related party | 2,648,798 | (3,274,267) |
Accrued revenue | 68,999 | |
Digital currencies | (290,902) | (914,628) |
Inventories | 598,281 | (627,697) |
Prepaid expenses and other current assets | (242,575) | 430,780 |
Other assets | (271,679) | (157,905) |
Accounts payable and accrued expenses | 594,546 | 2,464,823 |
Accounts payable, related parties | 2,271 | |
Other current liabilities | (66,409) | (7,108) |
Net cash used in operating activities | (4,778,318) | (5,664,279) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (93,606) | (9,004,693) |
Purchase of intangible asset | (42,557) | |
Purchase of Enertec | (4,936,562) | |
Cash received on acquisitions | 235,882 | |
Investments - related party | (1,027,847) | (256,780) |
Investments in warrants and common stock - related party | (681,164) | (1,807,892) |
Investments in marketable equity securities | (855,553) | |
Sales of marketable equity securities | 571,741 | 2,132,286 |
Proceeds from loans to related parties | 16,088 | |
Investments in debt and equity securities | (383,876) | (2,401,730) |
Net cash used in investing activities | (1,614,752) | (16,921,511) |
Cash flows from financing activities: | ||
Gross proceeds from sales of common stock and warrants | 11,528,605 | 18,551,589 |
Repurchase of common stock | (55,000) | |
Proceeds from issuance of Series A Convertible Preferred Stock | 131,741 | |
Financing cost in connection with sales of equity securities | (1,195,004) | (1,838,594) |
Proceeds from stock option exercises | 97,740 | |
Proceeds from warrant exercises | 127,000 | 867,166 |
Proceeds from convertible notes payable | 500,000 | 8,550,000 |
Proceeds from notes payable | 4,102,918 | 9,370,000 |
Proceeds from short-term advances - related party | 313,000 | 63,761 |
Proceeds from short-term advances | 761,000 | |
Payments on short-term advances | (425,000) | |
Payments on notes payable | (1,386,935) | (10,581,021) |
Payments on convertible notes payable | (7,069,547) | (1,024,874) |
Proceeds from advances on future receipts | 319,729 | 2,990,277 |
Payments on advances on future receipts | (674,229) | (4,241,018) |
Payments of preferred dividends | (7,153) | |
Payments on revolving credit facilities, net | (217,830) | (291,843) |
Net cash provided by financing activities | 6,472,295 | 22,794,183 |
Effect of exchange rate changes on cash and cash equivalents | (114,036) | (168,118) |
Net (decrease) increase in cash and cash equivalents | (34,811) | 40,275 |
Cash and cash equivalents at beginning of period | 902,329 | 1,478,147 |
Cash and cash equivalents at end of period | 867,518 | 1,518,422 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 1,644,524 | 600,373 |
Non-cash investing and financing activities: | ||
Cancellation of convertible note payable into shares of common stock | 2,608,458 | 2,167,844 |
Payment of accounts payable with digital currency | 273,517 | |
Issuance of common stock for prepaid services | 1,359,197 | |
Issuance of common stock in payment of liability | 108,523 | |
Cancellation of short-term advances into shares of common stock | 2,774,584 | |
Cancellation of short-term advances, related party into shares of common stock | 45,000 | |
Cancellation of short-term advances, related party into shares of Series B Preferred Stock | 250,000 | |
Conversion of loans receivable for marketable equity securities | 485,000 | |
Conversion of loans receivable for investments in warrants and common stock - related party | $ 91,483 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 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 Coolisys Technologies, Inc. (“Coolisys”), Digital Power Limited (“DP Limited”), Enertec Systems 2001 Ltd (“Enertec”), Power-Plus Technical Distributors, LLC (“Power-Plus”), Digital Power Lending, LLC (“DP Lending”) and Digital Farms, Inc. (“Digital Farms”). The Company also has controlling interests in Microphase Corporation (“Microphase”) and I. AM, Inc. (“I.AM”). The Company has five reportable segments – North America with operations conducted by Microphase, Coolisys, Power-Plus and DP Lending, Europe with operations through DP Limited, Middle East with operations through Enertec, digital currency blockchain mining through Digital Farms and restaurant operations through I.AM. On March 14, 2019, pursuant to the authorization provided by the Company’s stockholders at a Special Meeting of Stockholders, the Company’s Board of Directors (the “Board”) approved the Certificate of Incorporation Amendment (the “COI Amendment”) to effectuate a reverse stock split of the Common Stock of the Company’s issued and outstanding number of such shares by a ratio of one-for-twenty (the “First Stock Split”). At the Company’s 2019 reconvened Annual Meeting of Stockholders, the Company’s stockholders approved a proposal permitting the Board to effectuate a second reverse stock split (the “Second Stock Split”) of the Company’s issued and outstanding Common Stock. Thereafter, on July 23, 2019, the Board approved the Second Stock Split with a ratio of one-for-forty. The Second Stock Split did not affect the number of authorized shares of Common Stock or their par value per share. As a result of the Second Stock Split, each forty shares of common stock issued and outstanding prior to the Second Stock Split were converted into one share of common stock. The Second Stock Split became effective in the State of Delaware on August 5, 2019. |
LIQUIDITY, GOING CONCERN AND MA
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS | 6 Months Ended |
Jun. 30, 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 June 30, 2019, the Company had cash and cash equivalents of $867,518, an accumulated deficit of $66,465,775 and a negative working capital of $16,828,476. The Company has incurred recurring losses and reported losses for the three and six months ended June 30, 2019, totaled $4,058,897 and $10,769,923, 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. On April 2, 2019, the Company received gross proceeds of approximately $7 million in a public offering of its securities (see Note 20). 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 | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 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, Digital Power Corporation, Power-Plus Technical Distributors 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, carrying amounts 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 six months ended June 30, 2019: Six Months ended June 30, 2019 Digital DPC 1 DP Limited Enertec Farms I.AM Total Primary Geographical Markets North America $ 4,449,820 $ — $ — $ 284,920 $ 2,334,631 $ 7,069,371 Europe 67,954 961,611 — — — 1,029,565 Middle East — — 4,488,553 — — 4,488,553 Other 193,472 120,831 185,318 — — 499,621 $ 4,711,246 $ 1,082,442 $ 4,673,871 $ 284,920 $ 2,334,631 $ 13,087,110 Major Goods RF/Microwave Filters $ 989,114 $ — $ — $ — $ — $ 989,114 Detector logarithmic video amplifiers 473,150 — — — — 473,150 Power Supply Units 2,874,272 — — — — 2,874,272 Power Supply Systems — 1,082,442 — — — 1,082,442 Healthcare diagnostic systems — — 1,260,700 — — 1,260,700 Defense systems — — 3,413,171 — — 3,413,171 Digital Currency Mining — — — 284,920 — 284,920 Restaurant operations — — — — 2,334,631 2,334,631 Lending activities 374,710 — — — — 374,710 $ 4,711,246 $ 1,082,442 $ 4,673,871 $ 284,920 $ 2,334,631 $ 13,087,110 Timing of Revenue Recognition Goods transferred at a a point in time $ 4,711,246 $ 945,541 $ — $ 284,920 $ 2,334,631 $ 8,276,338 Services transferred over time — 136,901 4,673,871 — — 4,810,772 $ 4,711,246 $ 1,082,442 $ 4,673,871 $ 284,920 $ 2,334,631 $ 13,087,110 1 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 obtains control over the goods. 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 are 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 June 30, 2019, for the MLSE units was approximately $48 million, representing 24 MLSE units. Based on our expectations regarding funding of the production process and our experience building the first machines, 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. Lending Activities DP Lending generates revenue from lending activities primarily through interest, origination fees and late/other fees. Interest income on these products is calculated based on the contractual interest rate and recorded as interest income as earned. The origination fees or original issue discounts are recognized over the life of the loan using the effective interest method. Blockchain Mining The Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed digital currency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the blockchain. The Company’s factional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the digital currency award received is determined using the market rate of the related digital currency at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for digital currencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Expenses associated with running the cryptocurrency mining business, such as equipment deprecation and electricity cost are recorded as a component of cost of revenues. We intend to use the digital assets primarily for operating expenses of Digital Farms. During 2018, we used digital assets for debt reduction, capital purchases, consulting fees, data center costs and other operating expenses. 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 goods, 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 include those 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 model. 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 June 30, 2019 Total Level 1 Level 2 Level 3 Investments in common stock and derivative $ 3,270,003 $ 784,540 $ — $ 2,485,463 Investment in common stock of Alzamend – a 206,250 — — 206,250 Investments in marketable equity securities 410,205 410,205 — — Investments in warrants of public companies 40,087 — — 40,087 Total Investments $ 3,926,545 $ 1,194,745 $ — $ 2,731,800 Fair Value Measurement at December 31, 2018 Total Level 1 Level 2 Level 3 Investments in common stock and derivative $ 3,043,499 $ 812,858 $ — $ 2,230,641 Investments in marketable equity 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. The Company has included 6,500 warrants, which are exercisable for shares of the Company’s common stock on a one-for-one basis, in its earnings per share calculation for the three and six months ended June 30, 2019 and 2018. Anti-dilutive securities, which are convertible into or exercisable for the Company’s Class A common stock, consist of the following at June 30, 2019 and 2018: June 30, 2019 2018 Stock options 9,006 9,475 Warrants (1) 51,465 23,410 Convertible notes 75,000 — Conversion of preferred stock 2,232 2,232 Total 137,703 35,117 (1) The Company has excluded 6,500 warrants issued in April 2019, which may be exercised by means of a cashless exercise into 6,500 shares of the Company’s common stock, in its anti-dilutive securities but included the warrants in its weighted average shares outstanding. 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2019 and December 31, 2018: Marketable equity securities at June 30, 2019 Gross unrealized Gross realized Cost gains (losses) gains (losses) Fair value Common shares $ 220,880 $189,325 $— $ 410,205 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 on 485,000 Sales of marketable equity securities (571,741 ) Realized gains on marketable equity securities 86,741 Unrealized gains on marketable equity securities 231,608 Balance at June 30, 2019 $ 410,205 At June 30, 2019 and December 31, 2018, the Company had invested in the marketable equity securities of certain publicly traded companies. During the three and six months ended June 30, 2019, unrealized gains of $126,217 and $231,608 were included in net income as a component of change in fair value of equity securities. During the year ended December 31, 2018, the Company recorded an unrealized loss of $42,283. 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 June 30, 2019 and December 31, 2018 is a Level 1 measurement based on quoted prices in an active market. At June 30, 2019 and December 31, 2018, the Company also held equity investments in private companies 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 | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 5. PROPERTY AND EQUIPMENT, NET At June 30, 2019 and December 31, 2018 property and equipment consist of: June 30, December 31, 2019 2018 Cryptocurrency machines and related equipment $ 9,198,928 $ 9,168,928 Computer, software and related equipment 2,479,888 2,495,470 Restaurant equipment 758,775 752,103 Office furniture and equipment 364,607 287,583 Leasehold improvements 1,299,558 1,274,865 14,101,756 13,978,949 Accumulated depreciation and amortization (6,491,394 ) (4,665,650 ) Property and equipment, net $ 7,610,362 $ 9,313,299 For the three and six months ended June 30, 2019, depreciation expense amounted to $1,027,698 and $1,826,721, respectively. During the three and six months ended June 30, 2018, depreciation expense amounted to $643,482 and $758,628, respectively. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 6 Months Ended |
Jun. 30, 2019 | |
Intangible Assets Net | |
INTANGIBLE ASSETS, NET | 6. INTANGIBLE ASSETS, NET At June 30, 2019 and December 31, 2018 intangible assets consist of: June 30, December 31, 2019 2018 Trade name and trademark $ 1,562,332 $ 1,562,332 Customer list 2,459,596 2,388,139 Non-competition agreements 150,000 150,000 Domain name and other intangible assets 793,011 762,807 4,964,939 4,863,278 Accumulated depreciation and amortization (822,240 ) (503,480 ) Intangible assets, net $ 4,142,699 $ 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 $137,047 and $299,462, respectively, for the three and six months ended June 30, 2019 and $33,358 and $66,716, respectively, for the three and six months ended June 30, 2018. |
INVESTMENTS - RELATED PARTIES
INVESTMENTS - RELATED PARTIES | 6 Months Ended |
Jun. 30, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS - RELATED PARTIES | 7. INVESTMENTS – RELATED PARTIES Investments in Avalanche International Corp. (“AVLP”) and Alzamend Neuro, Inc. (“Alzamend”) at June 30, 2019 and December 31, 2018, are comprised of the following: June 30, December 31, 2019 2018 Investment in convertible promissory note of AVLP $ 8,587,847 $ 6,943,997 Accrued interest in convertible promissory note of AVLP 1,468,431 1,004,317 Total investment in convertible promissory note of AVLP – Gross 10,056,278 7,948,314 Less: original issue discount (1,675,274 ) (2,336,693 ) Total investment in convertible promissory note of AVLP $ 8,381,004 $ 5,611,621 Investment in derivative instruments of AVLP 2,485,463 2,230,641 Investment in common stock of AVLP 784,540 812,858 Investment in common stock of Alzamend 206,250 — Investment in derivative instruments and common stock of AVLP and $ 3,476,253 $ 3,043,499 Total investment in AVLP and Alzamend – Net $ 11,857,257 $ 8,655,120 The following table summarizes the changes in our investments in AVLP and Alzamend during the six months ended June 30, 2019: Investment in warrants and Investment in Total common stock convertible investment of AVLP and promissory in AVLP and Alzamend note of AVLP Alzamend – Balance at January 1, 2019 $ 3,043,499 $ 5,611,621 $ 8,655,120 Investment in convertible promissory notes of AVLP — 1,027,847 1,027,847 Investment in common stock of AVLP and Alzamend 156,644 — 156,644 Fair value of derivative instruments issued by AVLP 616,003 — 616,003 Unrealized loss in derivative instruments of AVLP (361,181 ) — (361,181 ) Unrealized loss in common stock of AVLP and 21,288 — 21,288 Accretion of discount — 1,277,422 1,277,422 Accrued Interest — 464,114 464,114 Balance at June 30, 2019 $ 3,476,253 $ 8,381,004 $ 11,857,257 The Company’s investments in AVLP, a related party controlled by Philou Ventures, LLC, or Philou, an affiliate of the Company, consist of convertible promissory notes, derivative instruments and shares of common stock of AVLP. At June 30, 2019, the Company has provided loans to AVLP in the principal amount $8,587,847 and, in addition to the 12% convertible promissory notes, AVLP has issued to the Company warrants to purchase 17,175,694 shares of AVLP common stock. The warrants entitle the Company to purchase up to 17,175,694 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 June 30, 2019 and December 31, 2018, the Company recorded an unrealized loss on its investment in warrants of AVLP of $2,774,562 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 and six months ended June 30, 2019, the Company recognized, in other comprehensive loss, net unrealized gain (loss) on derivative securities of related party of $375,499 and ($361,181), respectively, which compares with a net unrealized loss on derivative securities of related party of $671,653 and $4,944,667, respectively during the three and six months ended June 30, 2018. 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 1.75% and 2.60%, 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 85.0% 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 six months ended June 30, 2019 and the year ended December 31, 2018, the Company also acquired in the open market 77,500 shares of AVLP common stock for $46,644 and 430,942 shares of AVLP common stock for $417,169, respectively. At June 30, 2019, the closing market price of AVLP’s common stock was $0.80, a decline from $0.90 at December 31, 2018. The Company has determined that its investment in AVLP marketable equity securities are accounted for in accordance with ASC No. 820, Fair Value Measurements and Disclosures In aggregate, the Company has 980,675 shares of AVLP common stock which represents 17.3% of AVLP’s outstanding shares of common stock. The Company has determined that AVLP is a variable interest entity (“VIE”) as it does not have sufficient equity at risk. The Company does not consolidate AVLP because the Company is not the primary beneficiary and does not have a controlling financial interest. To be a primary beneficiary, an entity must have the power to direct the activities of a VIE that most significantly impact the VIE's economic performance, among other factors. Although the Company has made a significant investment in AVLP, the Company has determined that Philou, which controls AVLP through its equity investment and deemed to be more closely associated with AVLP, is the primary beneficiary. As a result, AVLP’s financial position and results of operations are not consolidated in our financial position and results of operations. |
INVESTMENTS IN REAL ESTATE
INVESTMENTS IN REAL ESTATE | 6 Months Ended |
Jun. 30, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS IN REAL ESTATE | 8. INVESTMENTS IN REAL ESTATE On June 8, 2018, the Company entered into a limited partnership agreement, in which it agreed to become a limited partner in the partnership (the “ NY Partnership |
OTHER INVESTMENTS, RELATED PART
OTHER INVESTMENTS, RELATED PARTIES | 6 Months Ended |
Jun. 30, 2019 | |
Other Investments Related Parties | |
OTHER INVESTMENTS, RELATED PARTIES | 9. 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 June 30, 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 (the “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 high-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 and six months ended June 30, 2019, the Company recognized $7,500 and $15,000, respectively, 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 | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 10. ACQUISITIONS The following pro forma data for the three and six months ended June 30, 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 For the Six Months Ended Months Ended June 30, 2018 June 30, 2018 Total Revenue $ 6,402,873 $ 14,177,103 Net loss $ (8,976,963 ) $ (15,113,577 ) Less: Net loss attributable to non-controlling interest 108,649 144,080 Net loss attributable to DPW Holdings $ (8,868,314 ) (14,969,497 ) Preferred dividends (108,049 ) (108,049 ) Net loss available to common stockholders $ (8,976,363 ) $ (15,077,546 ) Basic and diluted net loss per common share $ (133.75 ) $ (267.51 ) Basic and diluted weighted average common shares outstanding 67,115 56,362 Comprehensive Loss Loss available to common shareholders $ (8,976,363 ) $ (15,077,546 ) Other comprehensive income (loss) Change in net foreign currency translation adjustments (158,306 ) (131,849 ) Net unrealized loss on derivative securities of related party (704,811 ) (5,445,925 ) Other comprehensive income (loss) (863,117 ) (5,577,774 ) Total Comprehensive loss $ (9,839,480 ) $ (20,655,320 ) |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 11. 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 21,716 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 June 30, 2019, an aggregate of 13,014 of the Company's options are still available for future grant. During the six months ended June 30, 2019, the Company did not grant any options. During the six months ended June 30, 2018, the Company granted 1,250 options to its employees from the Plans and also granted 3,622 options outside of the Plans. These options become fully vested after four years. The Company estimated that the grant date fair value of options granted utilizing the Black-Scholes option pricing model during the six months ended June 30, 2018 was $513,510, which is being recognized as stock-based compensation expense over the requisite four-year service period. During the six months ended June 30, 2019 and 2018, the Company also issued 9,375 and 1,979, 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 $2,640,102 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 six months ended June 30, 2018, the Company estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted average assumptions: Six Months Ended June 30, 2018 Weighted average risk-free interest rate 2.41% — 2.80% Weighted average life (in years) 4.75 Volatility 124.7% — 131.7% Expected dividend yield 0 % Weighted average grant-date fair value per share of $ 1,527.94 The options outstanding as of June 30, 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 $480.00 - $560.00 3,725 7.02 $537.76 2,485 $533.15 $1,056.00 - $1,104.00 213 8.03 $1,098.35 99 $1,091.91 $1,208.00 - $1,352.00 72 3.08 $1,306.78 72 $1,306.78 $480.00 - $1,352.00 4,009 7.01 $581.26 2,656 $574.95 Issuances outside of Plans $640.00 - $1,856.00 4,997 6.90 $1,043.45 1,435 $1,141.96 Total Options $480.00 - 1,856.00 9,006 6.95 $837.69 4,091 $773.82 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 and six months ended June 30, 2019 and 2018, is comprised as follows: Three Months Ended Six Months Ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Cost of revenues $ - $ - $ - $ 4,874 Engineering and product development - - - 13,650 Selling and marketing - - - 11,922 General and administrative 162,764 843,016 325,090 1,507,181 Stock-based compensation from Plans $ 162,764 $ 843,016 $ 325,090 $ 1,537,627 Stock-based compensation from issuances 208,231 530,310 667,193 1,273,913 Total Stock-based compensation $ 370,995 $ 1,373,326 $ 992,283 $ 2,811,540 The combination of stock-based compensation of $325,090 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 $414,174, which were issued outside of the Plans, resulted in aggregate stock-based compensation of $370,995 and $992,283 during the three and six months ended June 30, 2019. A summary of option activity under the Company's stock option plans as of June 30, 2019, and changes during the six 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 12,695 4,328 $ 576.40 7.52 $ 0 Forfeited 319 (319 ) $ 515.61 June 30, 2019 13,014 4,009 $ 581.26 7.01 $ 0 As of June 30, 2019, there was $484,062 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 2.8 years. |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2019 | |
Warrants | |
WARRANTS | 12. WARRANTS During the six months ended June 30, 2019, the Company issued a total of 734,443 warrants at an average exercise price of $10.33 per share. (i) On April 2, 2019, the Company issued warrants to purchase an aggregate of 388,888 shares of Common Stock at an initial exercise price of $18.00 per share and (the “Common Warrants”) and (b) pre-funded warrants to purchase up to 317,500 shares of our Common Stock at an initial exercise price of $0.40 per share (the “Pre-Funded Warrants”) in connection with an underwriting agreement with A.G.P./Alliance Global Partners (the “Underwriter”). In addition, the Company has also issued the Underwriter a warrant to purchase a maximum of 15,555 additional shares of common stock at an initial exercise price of $19.80 per share (See Note 20). (ii) On May 20, 2019, the Company issued warrants to purchase an aggregate of 12,500 shares of common stock at an exercise price equal to $8.80 per share of common stock in connection with the issuance of a 4% Original Issue Discount Convertible Promissory Note in the aggregate principal amount of $660,000. The following table summarizes information about common stock warrants outstanding at June 30, 2019: Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $0.00 6,500 4.76 $0.00 6,500 $0.00 $8.00 397 7.35 $8.00 397 $8.00 $12.00 12,500 4.86 $12.00 12,500 $12.00 $19.80 15,555 4.76 $19.80 0 $19.80 $440.00 355 3.36 $440.00 355 $440.00 $480.00 94 3.84 $480.00 94 $480.00 $528.00 186 3.34 $528.00 186 $528.00 $560.00 2,657 3.37 $560.00 2,657 $560.00 $600.00 170 2.88 $600.00 170 $600.00 $640.00 603 1.20 $640.00 603 $640.00 $696.00 2,155 3.87 $696.00 2,155 $696.00 $752.00 9,614 3.88 $752.00 9,614 $752.00 $800.00 350 3.45 $800.00 350 $800.00 $880.00 947 2.18 $880.00 947 $880.00 $920.00 2,126 3.74 $920.00 2,126 $920.00 $1,040.00 1,243 3.79 $1,040.00 1,243 $1,040.00 $1,080.00 1,389 3.87 $1,080.00 1,389 $1,080.00 $1,760.00 781 3.57 $1,760.00 781 $1,760.00 $1,800.00 140 3.57 $1,800.00 140 $1,800.00 $2,000.00 203 3.57 $2,000.00 203 $2,000.00 $8.00 - $2,000.00 57,965 3.81 $334.01 42,410 $449.25 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 six months ended June 30, 2019 and 2018: Six Months Ended June 30, 2019 June 30, 2018 Weighted average risk-free interest rate 2.18% — 2.28% 2.41% — 2.94% Weighted average life (in years) 5.0 4.8 Volatility 87.5 % 124.8% — 138.4% Expected dividend yield 0 % 0 % Weighted average grant-date fair value per $ 10.48 $ 629.64 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 6 Months Ended |
Jun. 30, 2019 | |
Other Current Liabilities | |
OTHER CURRENT LIABILITIES | 13. OTHER CURRENT LIABILITIES At June 30, 2019 and December 31, 2018 other current liabilities consist of: June 30, December 31, 2019 2018 Accrued payroll and payroll taxes $ 1,288,503 $ 1,497,470 Other accrued expenses 483,731 370,932 $ 1,772,234 $ 1,868,402 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
LEASES | 14. 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 June 30, 2019: June 30, 2019 Operating right-of-use assets $ 3,669,613 Operating lease liability - current $ 786,740 Operating lease liability - non-current $ 2,944,162 The components of lease expenses for the six months ended June 30, 2019, were as follows: Six Months Ended June 30, 2019 Operating lease cost $ 534,785 Short-term lease cost - Variable lease cost $ 234,327 The following tables provides a summary of other information related to leases for the six months ended June 30, 2019: June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 710,024 Right-of-use assets obtained in exchange for new operating lease liabilities $ - Weighted-average remaining lease term - operating leases 5.75 years Weighted-average discount rate - operating leases 10 % Maturity of lease liabilities under our non-cancellable operating leases as of June 30, 2019, are as follows: Payments due by period 2019 (Remainder) $ 581,895 2020 1,039,687 2021 779,008 2022 501,411 2023 514,895 Thereafter 1,582,121 Total lease payments 4,999,017 Less interest (1,268,115 ) Present value of lease liabilities $ 3,730,902 Information for our leases for the year ended December 31, 2018, under ASC Topic 840, Leases |
ADVANCES ON FUTURE RECEIPTS
ADVANCES ON FUTURE RECEIPTS | 6 Months Ended |
Jun. 30, 2019 | |
Advances On Future Receipts | |
ADVANCES ON FUTURE RECEIPTS | 15. 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 $674,228. 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 and six months ended June 30, 2019, non-cash interest expense of $82,525 and $177,896, respectively, was recorded from the amortization of debt discounts. |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2019 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | 16. NOTES PAYABLE Notes Payable at June 30, 2019 and December 31, 2018, are comprised of the following. June 30, December 31, 2019 2018 Dominion $ 2,900,000 $ — 12% short-term promissory note 1,000,000 1,000,000 15% May short-term promissory note 805,000 — Other short-term notes payable 781,699 1,033,553 12% September short-term promissory notes 526,316 789,473 8% short-term promissory notes 636,300 1,272,600 October short-term promissory note — 565,000 Notes payable to Wells Fargo 291,460 291,988 Note payable to Dept. of Economic and Community Development 244,984 260,169 Microphase short-term promissory note — 200,000 Note payable to Power-Plus Member 13,250 13,250 Note payable to People's United Bank 20,000 18,589 Short term bank credit 1,661,402 1,586,864 Total notes payable 8,880,411 7,031,486 Less: Unamortized debt discounts (237,131 ) (151,499 ) Unamortized financing cost (70,082 ) (7,541 ) Total notes payable, net of financing cost $ 8,573,198 $ 6,872,446 Less: current portion (8,121,751 ) (6,388,787 ) Notes payable – long-term portion $ 451,447 $ 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 in the aggregate principal amount of $318,150, the October short-term promissory note in the aggregate principal amount of $565,000 and accrued interest of $160,649. Pursuant to the January Exchange Agreement, the investor received 10,918 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 10,918 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 2,551 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 which was paid during June 2019. 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 principal and accrued interest on the 8% Short-Term Promissory Note (the “Old Note”). Pursuant to the February Exchange Agreement, the investor received 4,520 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 4,520 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 9,375 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 which was paid during June 2019. 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 | 6 Months Ended |
Jun. 30, 2019 | |
Notes Payable [Abstract] | |
NOTES PAYABLE - RELATED PARTIES | 17. NOTES PAYABLE – RELATED PARTIES Notes Payable – Related parties at June 30, 2019 and December 31, 2018, are comprised of the following. June 30, December 31, 2019 2018 Notes payable to Microphase former officers and employees $ 284,317 $ 308,984 Total notes payable 284,317 308,984 Less: current portion (162,674 ) (166,925 ) Notes payable – long-term portion $ 121,643 $ 142,059 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 6 Months Ended |
Jun. 30, 2019 | |
Long-term Debt, Unclassified [Abstract] | |
CONVERTIBLE NOTES | 18. CONVERTIBLE NOTES Convertible Notes Payable at June 30, 2019 and December 31, 2018 are comprised of the following. June 30, December 31, 2019 2018 10% Convertible secured notes $ — $ 7,997,126 4% Convertible promissory note 660,000 — Total convertible notes payable 660,000 7,997,126 Less: Unamortized debt discounts (396,205 ) (1,189,276 ) Unamortized financing cost — (65,356 ) Total convertible notes payable, net of financing cost $ 263,795 $ 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 to revise 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 8,412 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 between April 2, 2019 and June 18, 2019 repaid the balance due on the 10% Convertible Note. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 19. 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 21, 2019, the Court granted in part and denied in part the Motion to Dismiss the Amended Complaint. Specifically, the May 21, 2019 Order granted so much of Defendants’ Motion to Dismiss the Amended Complaint that sought to dismiss Directors Robert O. Smith, Jeff Bentz, and Mordechai Rosenberg as parties. On July 8, 2019, the Court held a scheduling conference wherein the Court set a trial date of August 25, 2020. 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. On April 16, 2019, the Court held a pre-motion Conference in connection with the Company’s anticipated motion to dismiss. To date, however, the Court has not set a briefing schedule in connection with the Company’s anticipated motion to dismiss. 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 | 6 Months Ended |
Jun. 30, 2019 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 20. 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 (the “Board”) 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 at a Special Meeting of Stockholders, the Company’s Board approved the Certificate of Incorporation Amendment (the “COI Amendment”) to effectuate a reverse stock split of the common stock of the Company’s issued and outstanding number of such shares by a ratio of one-for-twenty (the “Reverse Stock Split”). The Company filed the COI Amendment to its Certificate of Incorporation with the State of Delaware effectuating the Reverse Stock Split on March 14, 2019. As a result of the Reverse Stock Split, 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. At the Company’s reconvened 2019 Annual Meeting of Stockholders, the Company’s stockholders approved a proposal permitting the Board to effectuate a second reverse stock split (the “Second Reverse Stock Split”) of the Company’s issued and outstanding common stock. Thereafter, on July 23, 2019, the Board approved the Second Reverse Stock Split with a ratio of one-for-forty. As a result of the Second Reverse Stock Split, each forty (40) shares of common stock issued and outstanding prior to the Second Reverse Stock Split were converted into one (1) share of common stock, with no change in authorized shares or par value per share. The Second Reverse Stock Split became effective in the State of Delaware on August 5, 2019. Preferred Stock The Company is authorized to issue 25,000,000 shares of Preferred Stock $0.001 par value. The Board 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 Board is authorized to designate 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 June 30, 2019, there were 7,040 shares of Series A Preferred Stock, 125,000 shares of Series B Preferred Stock and no other shares of Preferred Stock issued or outstanding. Common Stock Common stock confers upon the holders the rights to receive notice to participate and vote at any 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. 2019 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 six months ended June 30, 2019, the Company had received gross proceeds of $4,656,051 through the sale of 119,791 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. 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) 71,388 shares of its common stock (the “Shares”) together with warrants to purchase 71,388 shares of common stock (the “Common Warrants”) and (b) pre-funded warrants to purchase up to 317,500 shares of its common stock (the “Pre-Funded Warrants”) together with a number of Common Warrants to purchase 317,500 shares of common stock (the “Offering”). The Shares were sold to the purchasers at the public offering price of $17.60 per share (the “Offering Price”). The Common Warrants were sold at a public offering price of $0.40 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 $0.40, and the exercise price of each Pre-Funded Warrant equaled $0.40 per share. In addition, the Company has also issued the Underwriter a warrant to purchase a maximum of 15,550 additional shares of common stock at an initial exercise price of $19.80 per share, with a term of five years (the “Underwriter Warrants”). The Common Warrants are exercisable at any time after the date of issuance at an exercise price of $0.45 per share. However, since the volume weighted average price of the Company’s common stock on or after May 2, 2019, was less than $0.45 per share, the Common Warrant is exercisable by means of a cashless exercise such that the holder of the Common Warrant shall receive one common share for each warrant held. Upon issuance, the Common Warrants, Pre-Funded Warrants and Underwriter Warrants (the “Offering Warrants”) were recorded at fair value and classified as a liability. Since the fair value of the Offering Warrants exceeded the proceeds from the Offering the Company recognized a loss on issuance of warrants of $1,763,481. The fair value of the Offering Warrants was re-measured at each financial reporting period and immediately before exercise, with any changes in fair value recorded as change in fair value of warrant liability in the Condensed Consolidated Statements of Operations and Comprehensive Loss. The fair value at issuance was calculated using a Black-Scholes option pricing model using a risk-free interest rate of 2.28%, an expected life of 5 years, expected dividends of zero and expected volatility of 87.51%. 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 June 30, 2019, the Company had issued a total of 699,887 shares of its common stock, inclusive of shares issued pursuant to the exercise of 317,500 Pre-Funded Warrants and 382,387 shares issued pursuant to the cashless exercise of the Common Warrants. Issuance of Common Stock for Services During the six months ended June 30, 2019, the Company issued to its consultants a total 9,375 shares of its common stock with an aggregate value of $253,019, an average of $26.99 per share for services rendered. Issuance of common stock for conversion of debt During the six months ended June 30, 2019, principal and accrued interest of $2,128,878 and $479,579, respectively, on the Company’s debt securities was satisfied through the issuance of 26,402 shares of the Company’s common stock. Issuance of common stock in payment of accrued liability During the six months ended June 30, 2019, the Company issued 9,375 shares of its common stock in satisfaction of an accrued liability of $108,523. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 21. 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 June 30, 2019, the Company has provided loans to AVLP in the principal amount $8,587,847 and, in addition to the 12% convertible promissory notes, AVLP has issued to the Company warrants to purchase 17,175,694 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 June 30, 2019, the Company recorded contractual interest receivable attributed to the AVLP Loan Agreement of $1,468,431. During the six months ended June 30, 2019 and the year ended December 31, 2018, the Company also acquired in the open market 77,500 shares of AVLP common stock for $46,644 and 430,942 shares of AVLP common stock for $417,169, respectively. At June 30, 2019, the Company’s investment in AVLP common stock had an unrealized gain of $44,368. Philou is AVLP’s controlling shareholder. Mr. Ault is Chairman of AVLP’s Board of Directors and the Chairman of the Board. 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 June 30, 2019, the Company had recorded a receivable from MTIX of $1,238,856 and during the six months ended June 30, 2019, the Company had received payments from MTIX of $2,676,219. 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 six months ended June 30, 2019, the Company acquired 137,500 shares of common stock of Alzamend from a third party for $110,000 consisting of the cancellation of principal and interest due the Company of $91,483 and cash of $18,517. AVLP provides management, consulting and financial services to Alzamend. |
SEGMENT, CUSTOMERS AND GEOGRAPH
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION | 22. SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION The Company has five reportable segments as of June 30, 2019, and had two reportable segments as of June 30, 2018; 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 June 30, 2019 DPC DP Limited Enertec SC Mining I.AM Total Revenue $ 1,839,619 $ 525,928 $ 2,175,651 $ — $ — $ 4,541,198 Revenue, cryptocurrency mining — — — 256,116 — 256,116 Revenue, restaurant — — — — 1,161,132 1,161,132 Revenue, lending activities 189,621 — — — — 189,621 Total revenues $ 2,029,240 $ 525,928 $ 2,175,651 $ 256,116 $ 1,161,132 $ 6,148,067 Depreciation and amortization expense $ 69,755 $ 19,110 $ 128,434 $ 716,573 $ 230,873 $ 1,164,745 Loss from operations $ (445,966 ) $ (1,763 ) $ (110,218 ) $ (746,448 ) $ (328,117 ) $ (1,632,512 ) Capital expenditures for segment assets, as of June 30, 2019 $ 5,025 $ 69,067 $ 8,162 $ — $ 1,746 $ 84,000 Identifiable assets as of June 30, 2019 $ 31,591,172 $ 1,572,830 $ 11,553,254 $ 5,786,092 $ 1,920,049 $ 52,423,397 Three Months ended June 30, 2018 DPC DP Limited Enertec SC Mining I.AM Total Revenue $ 2,718,117 $ 411,971 $ 1,217,870 $ — $ — $ 4,347,958 Revenue, cryptocurrency mining — — — 718,757 — 718,757 Revenue, related party 1,765,875 — — — — 1,765,875 Revenue, restaurant — — — — 502,492 502,492 Revenue, lending activities 108,752 — — — — 108,752 Total revenues $ 4,592,744 $ 411,971 $ 1,217,870 $ 718,757 $ 502,492 $ 7,443,834 Depreciation and amortization expense $ 9,669 $ 13,643 $ 9,718 $ 577,093 $ — $ 610,123 Loss from operations $ 781,523 $ (198,889 ) $ 146,162 $ (985,695 ) $ (1,009 ) $ (257,908 ) Capital expenditures for segment assets, as of June 30, 2018 $ 32,112 $ — $ 31,668 $ 1,640,985 $ 22,658 $ 1,727,423 Identifiable assets as of June 30, 2018 $ 28,650,534 $ 1,390,132 $ 12,500,975 $ 8,784,920 $ 2,114,739 $ 53,441,300 Six Months ended June 30, 2019 DPC DP Limited Enertec SC Mining I.AM Total Revenue $ 4,336,536 $ 1,082,442 $ 4,673,871 $ — $ — $ 10,092,849 Revenue, cryptocurrency mining — — — 284,920 — 284,920 Revenue, restaurant operations — — — — $ 2,334,631 2,334,631 Revenue, lending activities 374,710 — — — — 374,710 Total revenues $ 4,711,246 $ 1,082,442 $ 4,673,871 $ 284,920 $ 2,334,631 $ 13,087,110 Depreciation and amortization expense $ 139,901 $ 38,907 $ 283,356 $ 1,433,145 $ 230,874 $ 2,126,183 Loss from operations $ (963,342 ) $ (2,688 ) $ (160,106 ) $ (1,488,871 ) $ (432,470 ) $ (3,047,477 ) Capital expenditures for segment assets, as of June 30, 2019 $ 8,818 $ 69,067 $ 8,162 $ — $ 7,559 $ 93,606 Identifiable assets as of June 30, 2019 $ 31,591,172 $ 1,572,830 $ 11,553,254 $ 5,786,092 $ 1,920,049 $ 52,423,397 Six Months ended June 30, 2018 DPC DP Limited Enertec SC Mining I.AM Eliminations Total Revenue $ 5,557,813 $ 737,734 $ 1,217,870 $ — $ — $ — $ 7,513,417 Revenue, cryptocurrency mining — — — 956,253 — — 956,253 Revenue, related party 3,558,767 — — — — — 3,558,767 Revenue, restaurant operations — — — — 502,492 — 502,492 Revenue, lending activities 108,752 — — — — — 108,752 Inter-segment revenues 4,513 — — — — (4,513 ) — Total revenues $ 9,229,845 $ 737,734 $ 1,217,870 $ 956,253 $ 502,492 $ (4,513 ) $ 12,639,681 Depreciation and amortization expense $ 85,905 $ 31,024 $ 9,718 $ 631,981 $ — $ — $ 758,628 Loss from operations $ (1,069,831 ) $ (451,408 ) $ 146,162 $ (1,850,117 ) $ (1,009 ) $ — $ (3,226,203 ) Capital expenditures for segment assets, as of June 30, 2018 $ 343,335 $ 1,319 $ 31,668 $ 8,806,778 $ 22,658 $ — $ 9,205,758 Identifiable assets as of June 30, 2018 $ 28,650,534 $ 1,390,132 $ 12,500,975 $ 8,784,920 $ 2,114,739 $ — $ 53,441,300 Concentration Risk: The following tables provide the percentage of total revenues for the three and six months ended June 30, 2019 and 2018 attributable to a single customer from which 10% or more of total revenues are derived. For the Three Months Ended For the Six Months Ended June 30, 2019 June 30, 2019 Total Revenues Percentage of Total Revenues Percentage of by Major Total Company by Major Total Company Customers Revenues Customers Revenues Customer A $1,429,455 23 % $2,845,541 22 % For the Three Months Ended For the Six Months Ended June 30, 2018 June 30, 2018 Total Revenues Percentage of Total Revenues Percentage of by Major Total Company by Major Total Company Customers Revenues Customers Revenues Customer B $1,765,875 24 % $3,558,767 28 % 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 June 30, 2019, MTIX represented all the Company’s accounts and other receivable, related party. For the three and six months ended June 30, 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 For the Six Months Ended June 30, June 30, 2019 2018 2019 2018 Revenues: Commercial products $ 3,458,423 $ 5,136,154 $ 6,894,273 $ 8,801,223 Defense products 2,689,644 2,307,680 6,192,837 3,838,458 Total revenues $ 6,148,067 $ 7,443,834 $ 13,087,110 $ 12,639,681 Financial data relating to geographic areas: The Company’s total revenues are attributed to geographic areas based on the location. The following table presents total revenues for the three and six months ended June 30, 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 For the Six Months Ended June 30, June 30, 2019 2018 2019 2018 Revenues: North America $ 3,320,231 $ 5,613,714 $ 7,069,371 $ 10,432,320 Middle East 2,175,651 1,217,870 4,488,553 1,217,870 Europe 481,566 377,933 1,029,565 644,588 Other 170,619 234,317 499,621 344,903 Total revenues $ 6,148,067 $ 7,443,834 $ 13,087,110 $ 12,639,681 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 23. SUBSEQUENT EVENTS In accordance with FASB ASC 855-10, the Company has analyzed its operations subsequent to June 30, 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. Ascendiant ATM Offering On August 6, 2019, the Company entered into an At-The-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC, as sales agent to sell shares of the Company’s common stock having an aggregate offering price of up to $5,500,000 (the “ATM Offering”). The offer and sale of the Company’s common stock will be made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-222132) filed with the Securities and Exchange Commission (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 ATM Offering, dated August 6, 2019. Through August 16, 2019, the Company had received net proceeds of $140,579 through the sale of 67,981 shares of the Company’s common stock from the ATM Offering. Exchange Agreements On July 2, 2019, we entered into an exchange agreement with an institutional investor pursuant to which, in exchange for a term promissory note issued by us to the investor on September 21, 2018, in the principal face amount of $526,316, we sold to the investor a new convertible promissory note in the principal amount of $783,031 with an interest rate of 12% per annum and a maturity date of December 31, 2019. Subject to the approval by the NYSE American, this note shall be convertible into shares of common stock, commencing on July 15, 2019, at conversion price equal to the greater of (A) $8.80 or (B) 80% of the lowest daily VWAP in the three trading days prior to the date of conversion. On July 2, 2019, we entered into an exchange agreement with an institutional investor pursuant to which, in exchange for (i) a term promissory note issued by DP Lending to the investor on August 10, 2018 in the principal face amount of $550,000 and (ii) a term promissory note issued by us on August 16, 2018, as amended on November 29, 2018, in the principal face amount of $318,150, we sold to the investor a new convertible promissory note in the principal amount of $1,250,000 (subject to adjustments) with an interest rate of 8% per annum and a maturity date of December 31, 2019. Subject to the approval by the NYSE American, this note shall be convertible into shares of our common stock at conversion price of $8.80. On July 3, 2019, we entered into an exchange agreement with an institutional investor pursuant to which, in exchange for a term promissory note issued by us to the investor on March 23, 2018 in the principal face amount of $1,000,000, we sold a convertible promissory note in the principal face amount of $1,292,000 plus a default premium of $200,000, and (ii) a five-year warrant to purchase of 25,000 shares of our common stock at an exercise price of $8.80 per share, subject to the approval thereof by the NYSE American. This convertible promissory note is in the aggregate principal amount of $1,492,000 and bears interest at 12% per annum, which principal and all accrued and unpaid interest are due on January 22, 2020, and which interest shall be payable in cash, in arrears, on the first business day of each month, with the first payment of interest due on August 1, 2019. Commencing on July 15, 2019, subject to certain beneficial ownership limitations, the investor may convert the principal amount of this note and accrued interest earned thereon at any time into shares of our common stock at $8.80 per share. During July 2019, we have entered into various short-term promissory notes in the aggregate principal amount of approximately $900,000. Issuance of common stock for conversion of debt On August 7, 2019, principal of $250,000 on the Company’s debt securities was satisfied through the issuance of 28,409 shares of the Company’s common stock. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 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, Digital Power Corporation, Power-Plus Technical Distributors 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, carrying amounts 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 six months ended June 30, 2019: Six Months ended June 30, 2019 Digital DPC 1 DP Limited Enertec Farms I.AM Total Primary Geographical Markets North America $ 4,449,820 $ — $ — $ 284,920 $ 2,334,631 $ 7,069,371 Europe 67,954 961,611 — — — 1,029,565 Middle East — — 4,488,553 — — 4,488,553 Other 193,472 120,831 185,318 — — 499,621 $ 4,711,246 $ 1,082,442 $ 4,673,871 $ 284,920 $ 2,334,631 $ 13,087,110 Major Goods RF/Microwave Filters $ 989,114 $ — $ — $ — $ — $ 989,114 Detector logarithmic video amplifiers 473,150 — — — — 473,150 Power Supply Units 2,874,272 — — — — 2,874,272 Power Supply Systems — 1,082,442 — — — 1,082,442 Healthcare diagnostic systems — — 1,260,700 — — 1,260,700 Defense systems — — 3,413,171 — — 3,413,171 Digital Currency Mining — — — 284,920 — 284,920 Restaurant operations — — — — 2,334,631 2,334,631 Lending activities 374,710 — — — — 374,710 $ 4,711,246 $ 1,082,442 $ 4,673,871 $ 284,920 $ 2,334,631 $ 13,087,110 Timing of Revenue Recognition Goods transferred at a a point in time $ 4,711,246 $ 945,541 $ — $ 284,920 $ 2,334,631 $ 8,276,338 Services transferred over time — 136,901 4,673,871 — — 4,810,772 $ 4,711,246 $ 1,082,442 $ 4,673,871 $ 284,920 $ 2,334,631 $ 13,087,110 1 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 obtains control over the goods. 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 are 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 June 30, 2019, for the MLSE units was approximately $48 million, representing 24 MLSE units. Based on our expectations regarding funding of the production process and our experience building the first machines, 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. Lending Activities DP Lending generates revenue from lending activities primarily through interest, origination fees and late/other fees. Interest income on these products is calculated based on the contractual interest rate and recorded as interest income as earned. The origination fees or original issue discounts are recognized over the life of the loan using the effective interest method. Blockchain Mining The Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed digital currency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the blockchain. The Company’s factional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the digital currency award received is determined using the market rate of the related digital currency at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for digital currencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Expenses associated with running the cryptocurrency mining business, such as equipment deprecation and electricity cost are recorded as a component of cost of revenues. We intend to use the digital assets primarily for operating expenses of Digital Farms. During 2018, we used digital assets for debt reduction, capital purchases, consulting fees, data center costs and other operating expenses. 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 goods, 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 include those 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 model. 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 June 30, 2019 Total Level 1 Level 2 Level 3 Investments in common stock and derivative $ 3,270,003 $ 784,540 $ — $ 2,485,463 Investment in common stock of Alzamend – a 206,250 — — 206,250 Investments in marketable equity securities 410,205 410,205 — — Investments in warrants of public companies 40,087 — — 40,087 Total Investments $ 3,926,545 $ 1,194,745 $ — $ 2,731,800 Fair Value Measurement at December 31, 2018 Total Level 1 Level 2 Level 3 Investments in common stock and derivative $ 3,043,499 $ 812,858 $ — $ 2,230,641 Investments in marketable equity 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. The Company has included 6,500 warrants, which are exercisable for shares of the Company’s common stock on a one-for-one basis, in its earnings per share calculation for the three and six months ended June 30, 2019 and 2018. Anti-dilutive securities, which are convertible into or exercisable for the Company’s Class A common stock, consist of the following at June 30, 2019 and 2018: June 30, 2019 2018 Stock options 9,006 9,475 Warrants (1) 51,465 23,410 Convertible notes 75,000 — Conversion of preferred stock 2,232 2,232 Total 137,703 35,117 (1) The Company has excluded 6,500 warrants issued in April 2019, which may be exercised by means of a cashless exercise into 6,500 shares of the Company’s common stock, in its anti-dilutive securities but included the warrants in its weighted average shares outstanding. |
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) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of revenue recognition | The Company’s disaggregated revenues consist of the following for the six months ended June 30, 2019: Six Months ended June 30, 2019 Digital DPC 1 DP Limited Enertec Farms I.AM Total Primary Geographical Markets North America $ 4,449,820 $ — $ — $ 284,920 $ 2,334,631 $ 7,069,371 Europe 67,954 961,611 — — — 1,029,565 Middle East — — 4,488,553 — — 4,488,553 Other 193,472 120,831 185,318 — — 499,621 $ 4,711,246 $ 1,082,442 $ 4,673,871 $ 284,920 $ 2,334,631 $ 13,087,110 Major Goods RF/Microwave Filters $ 989,114 $ — $ — $ — $ — $ 989,114 Detector logarithmic video amplifiers 473,150 — — — — 473,150 Power Supply Units 2,874,272 — — — — 2,874,272 Power Supply Systems — 1,082,442 — — — 1,082,442 Healthcare diagnostic systems — — 1,260,700 — — 1,260,700 Defense systems — — 3,413,171 — — 3,413,171 Digital Currency Mining — — — 284,920 — 284,920 Restaurant operations — — — — 2,334,631 2,334,631 Lending activities 374,710 — — — — 374,710 $ 4,711,246 $ 1,082,442 $ 4,673,871 $ 284,920 $ 2,334,631 $ 13,087,110 Timing of Revenue Recognition Goods transferred at a a point in time $ 4,711,246 $ 945,541 $ — $ 284,920 $ 2,334,631 $ 8,276,338 Services transferred over time — 136,901 4,673,871 — — 4,810,772 $ 4,711,246 $ 1,082,442 $ 4,673,871 $ 284,920 $ 2,334,631 $ 13,087,110 1 |
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 June 30, 2019 Total Level 1 Level 2 Level 3 Investments in common stock and derivative instruments of AVLP – a related party $ 3,270,003 $ 784,540 $ — $ 2,485,463 Investment in common stock of Alzamend – a related party 206,250 — — 206,250 Investments in marketable equity securities 410,205 410,205 — — Investments in warrants of public companies 40,087 — — 40,087 Total Investments $ 3,926,545 $ 1,194,745 $ — $ 2,731,800 Fair Value Measurement at December 31, 2018 Total Level 1 Level 2 Level 3 Investments in common stock and derivative instruments of AVLP – a related party $ 3,043,499 $ 812,858 $ — $ 2,230,641 Investments in marketable equity 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 or exercisable for the Company’s Class A common stock, consist of the following at June 30, 2019 and 2018: June 30, 2019 2018 Stock options 9,006 9,475 Warrants (1) 51,465 23,410 Convertible notes 75,000 — Conversion of preferred stock 2,232 2,232 Total 137,703 35,117 (1) The Company has excluded 6,500 warrants issued in April 2019, which may be exercised by means of a cashless exercise into 6,500 shares of the Company’s common stock, in its anti-dilutive securities but included the warrants in its weighted average shares outstanding. |
Marketable Equity Securities (T
Marketable Equity Securities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Marketable Securities [Abstract] | |
Schedule of marketable securities | Marketable securities in equity securities with readily determinable market prices consisted of the following as of June 30, 2019 and December 31, 2018: Marketable equity securities at June 30, 2019 Gross unrealized Gross realized Cost gains (losses) gains (losses) Fair value Common shares $ 220,880 $189,325 $— $ 410,205 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 on 485,000 Sales of marketable equity securities (571,741 ) Realized gains on marketable equity securities 86,741 Unrealized gains on marketable equity securities 231,608 Balance at June 30, 2019 $ 410,205 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | At June 30, 2019 and December 31, 2018 property and equipment consist of: June 30, December 31, 2019 2018 Cryptocurrency machines and related equipment $ 9,198,928 $ 9,168,928 Computer, software and related equipment 2,479,888 2,495,470 Restaurant equipment 758,775 752,103 Office furniture and equipment 364,607 287,583 Leasehold improvements 1,299,558 1,274,865 14,101,756 13,978,949 Accumulated depreciation and amortization (6,491,394 ) (4,665,650 ) Property and equipment, net $ 7,610,362 $ 9,313,299 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Intangible Assets Net | |
Schedule of intangible assets, net | At June 30, 2019 and December 31, 2018 intangible assets consist of: June 30, December 31, 2019 2018 Trade name and trademark $ 1,562,332 $ 1,562,332 Customer list 2,459,596 2,388,139 Non-competition agreements 150,000 150,000 Domain name and other intangible assets 793,011 762,807 4,964,939 4,863,278 Accumulated depreciation and amortization (822,240 ) (503,480 ) Intangible assets, net $ 4,142,699 $ 4,359,798 |
INVESTMENTS - RELATED PARTIES (
INVESTMENTS - RELATED PARTIES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of investments | Investments in Avalanche International Corp. (“AVLP”) and Alzamend Neuro, Inc. (“Alzamend”) at June 30, 2019 and December 31, 2018, are comprised of the following: June 30, December 31, 2019 2018 Investment in convertible promissory note of AVLP $ 8,587,847 $ 6,943,997 Accrued interest in convertible promissory note of AVLP 1,468,431 1,004,317 Total investment in convertible promissory note of AVLP – Gross 10,056,278 7,948,314 Less: original issue discount (1,675,274 ) (2,336,693 ) Total investment in convertible promissory note of AVLP $ 8,381,004 $ 5,611,621 Investment in derivative instruments of AVLP 2,485,463 2,230,641 Investment in common stock of AVLP 784,540 812,858 Investment in common stock of Alzamend 206,250 — Investment in derivative instruments and common stock of AVLP and $ 3,476,253 $ 3,043,499 Total investment in AVLP and Alzamend – Net $ 11,857,257 $ 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 six months ended June 30, 2019: Investment in warrants and Investment in Total common stock convertible investment of AVLP and promissory in AVLP and Alzamend note of AVLP Alzamend – Balance at January 1, 2019 $ 3,043,499 $ 5,611,621 $ 8,655,120 Investment in convertible promissory notes of AVLP — 1,027,847 1,027,847 Investment in common stock of AVLP and Alzamend 156,644 — 156,644 Fair value of derivative instruments issued by AVLP 616,003 — 616,003 Unrealized loss in derivative instruments of AVLP (361,181 ) — (361,181 ) Unrealized loss in common stock of AVLP and 21,288 — 21,288 Accretion of discount — 1,277,422 1,277,422 Accrued Interest — 464,114 464,114 Balance at June 30, 2019 $ 3,476,253 $ 8,381,004 $ 11,857,257 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 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 For the Six Months Ended Months Ended June 30, 2018 June 30, 2018 Total Revenue $ 6,402,873 $ 14,177,103 Net loss $ (8,976,963 ) $ (15,113,577 ) Less: Net loss attributable to non-controlling interest 108,649 144,080 Net loss attributable to DPW Holdings $ (8,868,314 ) (14,969,497 ) Preferred dividends (108,049 ) (108,049 ) Net loss available to common stockholders $ (8,976,363 ) $ (15,077,546 ) Basic and diluted net loss per common share $ (133.75 ) $ (267.51 ) Basic and diluted weighted average common shares outstanding 67,115 56,362 Comprehensive Loss Loss available to common shareholders $ (8,976,363 ) $ (15,077,546 ) Other comprehensive income (loss) Change in net foreign currency translation adjustments (158,306 ) (131,849 ) Net unrealized loss on derivative securities of related party (704,811 ) (5,445,925 ) Other comprehensive income (loss) (863,117 ) (5,577,774 ) Total Comprehensive loss $ (9,839,480 ) $ (20,655,320 ) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of weighted average assumptions | During the six months ended June 30, 2018, the Company estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted average assumptions: Six Months Ended June 30, 2018 Weighted average risk-free interest rate 2.41% — 2.80% Weighted average life (in years) 4.75 Volatility 124.7% — 131.7% Expected dividend yield 0 % Weighted average grant-date fair value per share of $ 1,527.94 |
Schedule of exercise price | The options outstanding as of June 30, 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 $480.00 - $560.00 3,725 7.02 $537.76 2,485 $533.15 $1,056.00 - $1,104.00 213 8.03 $1,098.35 99 $1,091.91 $1,208.00 - $1,352.00 72 3.08 $1,306.78 72 $1,306.78 $480.00 - $1,352.00 4,009 7.01 $581.26 2,656 $574.95 Issuances outside of Plans $640.00 - $1,856.00 4,997 6.90 $1,043.45 1,435 $1,141.96 Total Options $480.00 - 1,856.00 9,006 6.95 $837.69 4,091 $773.82 |
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 and six months ended June 30, 2019 and 2018, is comprised as follows: Three Months Ended Six Months Ended June 30, 2019 June 30, 2018 June 30, 2019 June 30, 2018 Cost of revenues $ - $ - $ - $ 4,874 Engineering and product development - - - 13,650 Selling and marketing - - - 11,922 General and administrative 162,764 843,016 325,090 1,507,181 Stock-based compensation from Plans $ 162,764 $ 843,016 $ 325,090 $ 1,537,627 Stock-based compensation from issuances 208,231 530,310 667,193 1,273,913 Total Stock-based compensation $ 370,995 $ 1,373,326 $ 992,283 $ 2,811,540 |
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 June 30, 2019, and changes during the six 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 12,695 4,328 $ 576.40 7.52 $ 0 Forfeited 319 (319 ) $ 515.61 June 30, 2019 13,014 4,009 $ 581.26 7.01 $ 0 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Warrants | |
Schedule of common stock warrants outstanding | The following table summarizes information about common stock warrants outstanding at June 30, 2019: Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $0.00 6,500 4.76 $0.00 6,500 $0.00 $8.00 397 7.35 $8.00 397 $8.00 $12.00 12,500 4.86 $12.00 12,500 $12.00 $19.80 15,555 4.76 $19.80 0 $19.80 $440.00 355 3.36 $440.00 355 $440.00 $480.00 94 3.84 $480.00 94 $480.00 $528.00 186 3.34 $528.00 186 $528.00 $560.00 2,657 3.37 $560.00 2,657 $560.00 $600.00 170 2.88 $600.00 170 $600.00 $640.00 603 1.20 $640.00 603 $640.00 $696.00 2,155 3.87 $696.00 2,155 $696.00 $752.00 9,614 3.88 $752.00 9,614 $752.00 $800.00 350 3.45 $800.00 350 $800.00 $880.00 947 2.18 $880.00 947 $880.00 $920.00 2,126 3.74 $920.00 2,126 $920.00 $1,040.00 1,243 3.79 $1,040.00 1,243 $1,040.00 $1,080.00 1,389 3.87 $1,080.00 1,389 $1,080.00 $1,760.00 781 3.57 $1,760.00 781 $1,760.00 $1,800.00 140 3.57 $1,800.00 140 $1,800.00 $2,000.00 203 3.57 $2,000.00 203 $2,000.00 $8.00 - $2,000.00 57,965 3.81 $334.01 42,410 $449.25 |
Schedule of option pricing | The Company utilized the Black-Scholes option pricing model and the assumptions used during the six months ended June 30, 2019 and 2018: Six Months Ended June 30, 2019 June 30, 2018 Weighted average risk-free interest rate 2.18% — 2.28% 2.41% — 2.94% Weighted average life (in years) 5.0 4.8 Volatility 87.5% 124.8% — 138.4% Expected dividend yield 0% 0% Weighted average grant-date fair value per share of warrants granted $ 10.48 $ 629.64 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Other Current Liabilities | |
Schedule of other current liabilities | At June 30, 2019 and December 31, 2018 other current liabilities consist of: June 30, December 31, 2019 2018 Accrued payroll and payroll taxes $ 1,288,503 $ 1,497,470 Other accrued expenses 483,731 370,932 $ 1,772,234 $ 1,868,402 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2019: June 30, 2019 Operating right-of-use assets $ 3,669,613 Operating lease liability - current $ 786,740 Operating lease liability - non-current $ 2,944,162 |
Schedule of lease expenses | The components of lease expenses for the six months ended June 30, 2019, were as follows: Six Months Ended June 30, 2019 Operating lease cost $ 534,785 Short-term lease cost - Variable lease cost $ 234,327 |
Schedule of supplemental cash flow information related to leases | The following tables provides a summary of other information related to leases for the six months ended June 30, 2019: June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 710,024 Right-of-use assets obtained in exchange for new operating lease liabilities $ - Weighted-average remaining lease term - operating leases 5.75 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 June 30, 2019, are as follows: Payments due by period 2019 (Remainder) $ 581,895 2020 1,039,687 2021 779,008 2022 501,411 2023 514,895 Thereafter 1,582,121 Total lease payments 4,999,017 Less interest (1,268,115 ) Present value of lease liabilities $ 3,730,902 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Payable [Abstract] | |
Schedule of notes payable | Notes Payable at June 30, 2019 and December 31, 2018, are comprised of the following. June 30, December 31, 2019 2018 Dominion $ 2,900,000 $ — 12% short-term promissory note 1,000,000 1,000,000 15% May short-term promissory note 805,000 — Other short-term notes payable 781,699 1,033,553 12% September short-term promissory notes 526,316 789,473 8% short-term promissory notes 636,300 1,272,600 October short-term promissory note — 565,000 Notes payable to Wells Fargo 291,460 291,988 Note payable to Dept. of Economic and Community Development 244,984 260,169 Microphase short-term promissory note — 200,000 Note payable to Power-Plus Member 13,250 13,250 Note payable to People's United Bank 20,000 18,589 Short term bank credit 1,661,402 1,586,864 Total notes payable 8,880,411 7,031,486 Less: Unamortized debt discounts (237,131 ) (151,499 ) Unamortized financing cost (70,082 ) (7,541 ) Total notes payable, net of financing cost $ 8,573,198 $ 6,872,446 Less: current portion (8,121,751 ) (6,388,787 ) Notes payable – long-term portion $ 451,447 $ 483,659 |
NOTES PAYABLE - RELATED PARTI_2
NOTES PAYABLE - RELATED PARTIES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes Payable [Abstract] | |
Schedule of notes payable - related parties | Notes Payable – Related parties at June 30, 2019 and December 31, 2018, are comprised of the following. June 30, December 31, 2019 2018 Notes payable to Microphase former officers and employees $ 284,317 $ 308,984 Total notes payable 284,317 308,984 Less: current portion (162,674 ) (166,925 ) Notes payable – long-term portion $ 121,643 $ 142,059 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of convertible notes | Convertible Notes Payable at June 30, 2019 and December 31, 2018 are comprised of the following. June 30, December 31, 2019 2018 10% Convertible secured notes $ — $ 7,997,126 4% Convertible promissory note 660,000 — Total convertible notes payable 660,000 7,997,126 Less: Unamortized debt discounts (396,205 ) (1,189,276 ) Unamortized financing cost — (65,356 ) Total convertible notes payable, net of financing cost $ 263,795 $ 6,742,494 |
SEGMENT, CUSTOMERS AND GEOGRA_2
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2019 DPC DP Limited Enertec SC Mining I.AM Total Revenue $ 1,839,619 $ 525,928 $ 2,175,651 $ — $ — $ 4,541,198 Revenue, cryptocurrency mining — — — 256,116 — 256,116 Revenue, restaurant — — — — 1,161,132 1,161,132 Revenue, lending activities 189,621 — — — — 189,621 Total revenues $ 2,029,240 $ 525,928 $ 2,175,651 $ 256,116 $ 1,161,132 $ 6,148,067 Depreciation and amortization expense $ 69,755 $ 19,110 $ 128,434 $ 716,573 $ 230,873 $ 1,164,745 Loss from operations $ (445,966 ) $ (1,763 ) $ (110,218 ) $ (746,448 ) $ (328,117 ) $ (1,632,512 ) Capital expenditures for segment assets, as of June 30, 2019 $ 5,025 $ 69,067 $ 8,162 $ — $ 1,746 $ 84,000 Identifiable assets as of June 30, 2019 $ 31,591,172 $ 1,572,830 $ 11,553,254 $ 5,786,092 $ 1,920,049 $ 52,423,397 Three Months ended June 30, 2018 DPC DP Limited Enertec SC Mining I.AM Total Revenue $ 2,718,117 $ 411,971 $ 1,217,870 $ — $ — $ 4,347,958 Revenue, cryptocurrency mining — — — 718,757 — 718,757 Revenue, related party 1,765,875 — — — — 1,765,875 Revenue, restaurant — — — — 502,492 502,492 Revenue, lending activities 108,752 — — — — 108,752 Total revenues $ 4,592,744 $ 411,971 $ 1,217,870 $ 718,757 $ 502,492 $ 7,443,834 Depreciation and amortization expense $ 9,669 $ 13,643 $ 9,718 $ 577,093 $ — $ 610,123 Loss from operations $ 781,523 $ (198,889 ) $ 146,162 $ (985,695 ) $ (1,009 ) $ (257,908 ) Capital expenditures for segment assets, as of June 30, 2018 $ 32,112 $ — $ 31,668 $ 1,640,985 $ 22,658 $ 1,727,423 Identifiable assets as of June 30, 2018 $ 28,650,534 $ 1,390,132 $ 12,500,975 $ 8,784,920 $ 2,114,739 $ 53,441,300 Six Months ended June 30, 2019 DPC DP Limited Enertec SC Mining I.AM Total Revenue $ 4,336,536 $ 1,082,442 $ 4,673,871 $ — $ — $ 10,092,849 Revenue, cryptocurrency mining — — — 284,920 — 284,920 Revenue, restaurant operations — — — — $ 2,334,631 2,334,631 Revenue, lending activities 374,710 — — — — 374,710 Total revenues $ 4,711,246 $ 1,082,442 $ 4,673,871 $ 284,920 $ 2,334,631 $ 13,087,110 Depreciation and amortization expense $ 139,901 $ 38,907 $ 283,356 $ 1,433,145 $ 230,874 $ 2,126,183 Loss from operations $ (963,342 ) $ (2,688 ) $ (160,106 ) $ (1,488,871 ) $ (432,470 ) $ (3,047,477 ) Capital expenditures for segment assets, as of June 30, 2019 $ 8,818 $ 69,067 $ 8,162 $ — $ 7,559 $ 93,606 Identifiable assets as of June 30, 2019 $ 31,591,172 $ 1,572,830 $ 11,553,254 $ 5,786,092 $ 1,920,049 $ 52,423,397 Six Months ended June 30, 2018 DPC DP Limited Enertec SC Mining I.AM Eliminations Total Revenue $ 5,557,813 $ 737,734 $ 1,217,870 $ — $ — $ — $ 7,513,417 Revenue, cryptocurrency mining — — — 956,253 — — 956,253 Revenue, related party 3,558,767 — — — — — 3,558,767 Revenue, restaurant operations — — — — 502,492 — 502,492 Revenue, lending activities 108,752 — — — — — 108,752 Inter-segment revenues 4,513 — — — — (4,513 ) — Total revenues $ 9,229,845 $ 737,734 $ 1,217,870 $ 956,253 $ 502,492 $ (4,513 ) $ 12,639,681 Depreciation and amortization expense $ 85,905 $ 31,024 $ 9,718 $ 631,981 $ — $ — $ 758,628 Loss from operations $ (1,069,831 ) $ (451,408 ) $ 146,162 $ (1,850,117 ) $ (1,009 ) $ — $ (3,226,203 ) Capital expenditures for segment assets, as of June 30, 2018 $ 343,335 $ 1,319 $ 31,668 $ 8,806,778 $ 22,658 $ — $ 9,205,758 Identifiable assets as of June 30, 2018 $ 28,650,534 $ 1,390,132 $ 12,500,975 $ 8,784,920 $ 2,114,739 $ — $ 53,441,300 |
Schedule of total revenues | The following tables provide the percentage of total revenues for the three and six months ended June 30, 2019 and 2018 attributable to a single customer from which 10% or more of total revenues are derived. For the Three Months Ended For the Six Months Ended June 30, 2019 June 30, 2019 Total Revenues Percentage of Total Revenues Percentage of by Major Total Company by Major Total Company Customers Revenues Customers Revenues Customer A $1,429,455 23 % $2,845,541 22 % For the Three Months Ended For the Six Months Ended June 30, 2018 June 30, 2018 Total Revenues Percentage of Total Revenues Percentage of by Major Total Company by Major Total Company Customers Revenues Customers Revenues Customer B $1,765,875 24 % $3,558,767 28 % |
Schedule of revenues from external customers | For the three and six months ended June 30, 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 For the Six Months Ended June 30, June 30, 2019 2018 2019 2018 Revenues: Commercial products $ 3,458,423 $ 5,136,154 $ 6,894,273 $ 8,801,223 Defense products 2,689,644 2,307,680 6,192,837 3,838,458 Total revenues $ 6,148,067 $ 7,443,834 $ 13,087,110 $ 12,639,681 |
Schedule of total revenues are attributed to geographic areas | The Company’s total revenues are attributed to geographic areas based on the location. The following table presents total revenues for the three and six months ended June 30, 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 For the Six Months Ended June 30, June 30, 2019 2018 2019 2018 Revenues: North America $ 3,320,231 $ 5,613,714 $ 7,069,371 $ 10,432,320 Middle East 2,175,651 1,217,870 4,488,553 1,217,870 Europe 481,566 377,933 1,029,565 644,588 Other 170,619 234,317 499,621 344,903 Total revenues $ 6,148,067 $ 7,443,834 $ 13,087,110 $ 12,639,681 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - Segment | Jul. 23, 2019 | Mar. 14, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Number of reportable segments | 5 | 2 | 5 | 2 | ||
Description of reverse stock split | one-for-forty | one-for-twenty |
LIQUIDITY, GOING CONCERN AND _2
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS (Details Narrative) - USD ($) | Apr. 02, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Liquidity Going Concern And Managements Plans | |||||||
Cash and cash equivalent | $ 867,518 | $ 1,518,422 | $ 867,518 | $ 1,518,422 | $ 902,329 | $ 1,478,147 | |
Accumulated deficit | (66,465,775) | (66,465,775) | $ (55,721,115) | ||||
Working capital | 16,828,476 | 16,828,476 | |||||
Net income (loss) attributable to parent | $ (4,058,897) | $ (6,996,530) | (10,769,923) | $ (13,092,483) | |||
Proceeds from public offering | $ 7,000,000 | $ 6,204,717 |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Total revenue | $ 6,148,067 | $ 7,443,834 | $ 13,087,110 | $ 12,639,681 |
Power Supply Units [Member] | ||||
Total revenue | 2,874,272 | |||
Services Transferred Over Time [Member] | ||||
Total revenue | 4,810,772 | |||
RF/Microwave Filters [Member] | ||||
Total revenue | 989,114 | |||
Detector Logarithmic Video Amplifiers [Member] | ||||
Total revenue | 473,150 | |||
Power Supply Systems [Member] | ||||
Total revenue | 1,082,442 | |||
Healthcare Diagnostic Systems [Member] | ||||
Total revenue | 1,260,700 | |||
Defense Systems [Member] | ||||
Total revenue | 3,413,171 | |||
Digital Currency Mining [Member] | ||||
Total revenue | 284,920 | |||
Restaurant Operations [Member] | ||||
Total revenue | 2,334,631 | |||
Lending Activities [Member] | ||||
Total revenue | 374,710 | |||
Goods Transferred At A Point In Time [Member] | ||||
Total revenue | 8,276,338 | |||
I. AM, Inc. [Member] | ||||
Total revenue | 2,334,631 | |||
I. AM, Inc. [Member] | Power Supply Units [Member] | ||||
Total revenue | ||||
I. AM, Inc. [Member] | Services Transferred Over Time [Member] | ||||
Total revenue | ||||
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 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 | 2,334,631 | |||
I. AM, Inc. [Member] | Lending Activities [Member] | ||||
Total revenue | ||||
I. AM, Inc. [Member] | Goods Transferred At A Point In Time [Member] | ||||
Total revenue | 2,334,631 | |||
DPC [Member] | ||||
Total revenue | 4,711,246 | |||
DPC [Member] | Power Supply Units [Member] | ||||
Total revenue | 2,874,272 | |||
DPC [Member] | Services Transferred Over Time [Member] | ||||
Total revenue | ||||
DPC [Member] | RF/Microwave Filters [Member] | ||||
Total revenue | 989,114 | |||
DPC [Member] | Detector Logarithmic Video Amplifiers [Member] | ||||
Total revenue | 473,150 | |||
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 | 374,710 | |||
DPC [Member] | Goods Transferred At A Point In Time [Member] | ||||
Total revenue | 4,711,246 | |||
DP Limited [Member] | ||||
Total revenue | 1,082,442 | |||
DP Limited [Member] | Services Transferred Over Time [Member] | ||||
Total revenue | 136,901 | |||
DP Limited [Member] | RF/Microwave Filters [Member] | ||||
Total revenue | ||||
DP Limited [Member] | Power Supply Systems [Member] | ||||
Total revenue | 1,082,442 | |||
DP Limited [Member] | Healthcare Diagnostic Systems [Member] | ||||
Total revenue | ||||
DP Limited [Member] | Defense Systems [Member] | ||||
Total revenue | ||||
DP Limited [Member] | Digital Currency Mining [Member] | ||||
Total revenue | ||||
DP Limited [Member] | Restaurant Operations [Member] | ||||
Total revenue | ||||
DP Limited [Member] | Lending Activities [Member] | ||||
Total revenue | ||||
DP Limited [Member] | Goods Transferred At A Point In Time [Member] | ||||
Total revenue | 945,541 | |||
Enertec [Member] | ||||
Total revenue | 4,673,871 | |||
Enertec [Member] | Power Supply Units [Member] | ||||
Total revenue | ||||
Enertec [Member] | Services Transferred Over Time [Member] | ||||
Total revenue | 4,673,871 | |||
Enertec [Member] | RF/Microwave Filters [Member] | ||||
Total revenue | ||||
Enertec [Member] | Detector Logarithmic Video Amplifiers [Member] | ||||
Total revenue | ||||
Enertec [Member] | Power Supply Systems [Member] | ||||
Total revenue | ||||
Enertec [Member] | Healthcare Diagnostic Systems [Member] | ||||
Total revenue | 1,260,700 | |||
Enertec [Member] | Defense Systems [Member] | ||||
Total revenue | 3,413,171 | |||
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 | ||||
Digital Farms [Member] | ||||
Total revenue | 284,920 | |||
Digital Farms [Member] | Power Supply Units [Member] | ||||
Total revenue | ||||
Digital Farms [Member] | Services Transferred Over Time [Member] | ||||
Total revenue | ||||
Digital Farms [Member] | RF/Microwave Filters [Member] | ||||
Total revenue | ||||
Digital Farms [Member] | Detector Logarithmic Video Amplifiers [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 | 284,920 | |||
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 | 284,920 | |||
DPL [Member] | Power Supply Units [Member] | ||||
Total revenue | ||||
DPL [Member] | Detector Logarithmic Video Amplifiers [Member] | ||||
Total revenue | ||||
North America [Member] | ||||
Total revenue | 7,069,371 | |||
North America [Member] | I. AM, Inc. [Member] | ||||
Total revenue | 2,334,631 | |||
North America [Member] | DPC [Member] | ||||
Total revenue | 4,449,820 | |||
North America [Member] | DP Limited [Member] | ||||
Total revenue | ||||
North America [Member] | Enertec [Member] | ||||
Total revenue | ||||
North America [Member] | Digital Farms [Member] | ||||
Total revenue | 284,920 | |||
Europe [Member] | ||||
Total revenue | 1,029,565 | |||
Europe [Member] | I. AM, Inc. [Member] | ||||
Total revenue | ||||
Europe [Member] | DPC [Member] | ||||
Total revenue | 67,954 | |||
Europe [Member] | DP Limited [Member] | ||||
Total revenue | 961,611 | |||
Europe [Member] | Enertec [Member] | ||||
Total revenue | ||||
Europe [Member] | Digital Farms [Member] | ||||
Total revenue | ||||
Middle East [Member] | ||||
Total revenue | 4,488,553 | |||
Middle East [Member] | I. AM, Inc. [Member] | ||||
Total revenue | ||||
Middle East [Member] | DPC [Member] | ||||
Total revenue | ||||
Middle East [Member] | DP Limited [Member] | ||||
Total revenue | ||||
Middle East [Member] | Enertec [Member] | ||||
Total revenue | 4,488,553 | |||
Middle East [Member] | Digital Farms [Member] | ||||
Total revenue | ||||
Other [Member] | ||||
Total revenue | 499,621 | |||
Other [Member] | I. AM, Inc. [Member] | ||||
Total revenue | ||||
Other [Member] | DPC [Member] | ||||
Total revenue | 193,472 | |||
Other [Member] | DP Limited [Member] | ||||
Total revenue | 120,831 | |||
Other [Member] | Enertec [Member] | ||||
Total revenue | 185,318 | |||
Other [Member] | Digital Farms [Member] | ||||
Total revenue |
BASIS OF PRESENTATION AND SIG_5
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Available-for-sale securities | $ 8,381,004 | $ 5,611,621 |
Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 3,926,545 | 3,256,468 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 2,731,800 | 2,265,013 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 1,194,745 | 991,455 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | ||
Investment In Warrants Of Public Companies [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 40,087 | 34,372 |
Investment In Warrants Of Public Companies [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 40,087 | 34,372 |
Investment In Warrants Of Public Companies [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | ||
Investments in Warrants of Public Companies [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | ||
Avalanche International Corp. [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 3,270,003 | 3,043,499 |
Avalanche International Corp. [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 2,485,463 | 2,230,641 |
Avalanche International Corp. [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 784,540 | 812,858 |
Avalanche International Corp. [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | ||
Marketable Equity Securities {Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 410,205 | 178,597 |
Marketable Equity Securities {Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 410,205 | 178,597 |
Marketable Securities {Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | ||
Marketable Securities {Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | ||
AvalancheInternationalCorp1Member | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 206,250 | |
AvalancheInternationalCorp1Member | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 206,250 | |
AvalancheInternationalCorp1Member | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | ||
AvalancheInternationalCorp1Member | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities |
BASIS OF PRESENTATION AND SIG_6
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 2) - shares | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | ||
Anti-dilutive securities | 137,703 | 35,117 | |
Preferred Stock [Member] | |||
Anti-dilutive securities | 2,232 | 2,232 | |
Convertible Notes [Member] | |||
Anti-dilutive securities | 75,000 | ||
Stock Option [Member] | |||
Anti-dilutive securities | 9,006 | 9,475 | |
Warrant [Member] | |||
Anti-dilutive securities | [1] | 51,465 | 23,410 |
[1] | The Company has excluded 6,500 warrants issued in April 2019, which may be exercised by means of a cashless exercise into 6,500 shares of the Company's common stock, in its anti-dilutive securities but included the warrants in its weighted average shares outstanding. |
BASIS OF PRESENTATION AND SIG_7
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 6 Months Ended | |
Jun. 30, 2019USD ($)Number$ / sharesshares | Dec. 31, 2018USD ($) | |
Warrant outstanding | shares | 6,500 | |
Exercise price of warrants (in dollars per share) | $ / shares | $ 10.33 | |
Revenue performance obligation | $ 48,000,000 | |
Available-for-sale securities | 8,381,004 | $ 5,611,621 |
Operating lease right of use asset | 3,669,613 | |
MTIX Ltd [Member] | Two MLSE Units [Member] | ||
Unit purchase price | 50,000,000 | |
Manufacturing costs | $ 100,000 | |
MTIX Ltd [Member] | MLSE Units [Member] | ||
Number of units | Number | 24 |
Marketable Equity Securities (D
Marketable Equity Securities (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Payments to acquire investments | $ 1,027,847 | $ 256,780 | ||
Common Stock [Member] | ||||
Payments to acquire investments | 220,880 | $ 220,880 | ||
Gross unrealized gains (losses) | 189,325 | (42,283) | ||
Gross realized gains (losses) | ||||
Fair value | $ 410,205 | $ 178,597 | $ 1,834,570 |
Marketable Equity Securities _2
Marketable Equity Securities (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Sales of marketable equity securities | $ (571,741) | $ (2,132,286) | |||
Realized (gains) losses on marketable equity securities | 86,741 | (157,845) | |||
Unrealized gains on marketable equity securities | $ 272,689 | 156,647 | |||
Common Stock [Member] | |||||
Balance at beginning | 178,597 | $ 1,834,570 | $ 1,834,570 | ||
Purchases of marketable equity securities | 858,458 | ||||
Purchases of marketable equity securities on conversion of debt | 485,000 | ||||
Sales of marketable equity securities | (571,741) | (2,188,292) | |||
Realized (gains) losses on marketable equity securities | 86,741 | (175,405) | |||
Unrealized gains on marketable equity securities | 231,608 | (150,734) | |||
Balance at end | $ 410,205 | $ 410,205 | $ 178,597 |
Marketable Equity Securities _3
Marketable Equity Securities (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Common Stock [Member] | ||
Gross unrealized gains (losses) | $ 126,217 | $ 231,608 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Property, plant and equipment, gross | $ 14,101,756 | $ 13,978,949 |
Accumulated depreciation and amortization | (6,491,394) | (4,665,650) |
Property and equipment, net | 7,610,362 | 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 | 2,479,888 | 2,495,470 |
Restaurant Equipment [Member] | ||
Property, plant and equipment, gross | 758,775 | 752,103 |
Office Furniture And Equipment [Member] | ||
Property, plant and equipment, gross | 364,607 | 287,583 |
Leasehold Improvements [Member] | ||
Property, plant and equipment, gross | $ 1,299,558 | $ 1,274,865 |
PROPERTY AND EQUIPMENT, NET (_2
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and Amortization of Intangible Assets | $ 1,027,698 | $ 643,482 | $ 1,826,721 | $ 758,628 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Intangible assets gross | $ 4,964,939 | $ 4,863,278 |
Accumulated depreciation and amortization | (822,240) | (503,480) |
Intangible assets, net | 4,142,699 | 4,359,798 |
Trademarks And Trade Names [Member] | ||
Intangible assets gross | 1,562,332 | 1,562,332 |
Customer Lists [Member] | ||
Intangible assets gross | 2,459,596 | 2,388,139 |
Non-Competition Agreements [Member] | ||
Intangible assets gross | 150,000 | 150,000 |
Domain Name And Other Intangible Assets [Member] | ||
Intangible assets gross | $ 793,011 | $ 762,807 |
INTANGIBLE ASSETS, NET (Detai_2
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Intangible Assets Net | ||||
Amortization of Intangible Assets | $ 137,047 | $ 33,358 | $ 299,462 | $ 66,716 |
INVESTMENTS - RELATED PARTIES_2
INVESTMENTS - RELATED PARTIES (Details) - Avalanche International Corp And Alzamend [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Investment in convertible promissory note of AVLP | $ 8,587,847 | $ 6,943,997 |
Accrued interest in convertible promissory note of AVLP | 1,468,431 | 1,004,317 |
Total investment in convertible promissory note of AVLP - Gross | 10,056,278 | 7,948,314 |
Less: original issue discount | (1,675,274) | (2,336,693) |
Total investment in convertible promissory note of AVLP | 8,381,004 | 5,611,621 |
Investment in derivative instruments of AVLP | 2,485,463 | 2,230,641 |
Investment in common stock of AVLP | 784,540 | 812,858 |
Investment in common stock of Alzamend | 206,250 | |
Investment in derivative instruments and common stock of AVLP and Alzamend | 3,476,253 | 3,043,499 |
Total investment in AVLP and Alzamend - Net | $ 11,857,257 | $ 8,655,120 |
INVESTMENTS - RELATED PARTIES_3
INVESTMENTS - RELATED PARTIES (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Fair value of derivative instruments issued by AVLP | $ (946,825) | $ (946,825) | |||
Avalanche International Corp And Alzamend [Member] | |||||
Investment in common stock of AVLP and Alzamend | 206,250 | ||||
Avalanche International Corp And Alzamend [Member] | Warrants and Common Stock [Member] | |||||
Balance at beginning | 3,043,499 | ||||
Investment in common stock of AVLP and Alzamend | 156,644 | ||||
Fair value of derivative instruments issued by AVLP | 616,003 | ||||
Unrealized loss in derivative instruments of AVLP | (361,181) | ||||
Unrealized loss in common stock of AVLP and Alzamend | 21,288 | ||||
Accretion of discount | |||||
Accrued Interest | |||||
Balance at end | 3,476,253 | 3,476,253 | 3,043,499 | ||
Avalanche International Corp. [Member] | Convertible Promissory Note [Member] | |||||
Balance at beginning | 5,611,621 | ||||
Investment in convertible promissory notes of AVLP | 1,027,847 | ||||
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 | 1,277,422 | ||||
Accrued Interest | 464,114 | ||||
Balance at end | 8,381,004 | 8,381,004 | 5,611,621 | ||
AvalancheInternationalCorpAndAlzamendNet [Member] | |||||
Balance at beginning | 8,655,120 | ||||
Investment in convertible promissory notes of AVLP | 1,027,847 | ||||
Investment in common stock of AVLP and Alzamend | 156,644 | ||||
Fair value of derivative instruments issued by AVLP | 616,003 | ||||
Unrealized loss in derivative instruments of AVLP | (361,181) | ||||
Unrealized loss in common stock of AVLP and Alzamend | 21,288 | ||||
Accretion of discount | 1,277,422 | ||||
Accrued Interest | 464,114 | ||||
Balance at end | $ 11,857,257 | $ 11,857,257 | $ 8,655,120 |
INVESTMENTS - RELATED PARTIES_4
INVESTMENTS - RELATED PARTIES (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019USD ($)Number$ / sharesshares | Mar. 31, 2019USD ($) | Jun. 30, 2018USD ($)shares | Mar. 31, 2018USD ($) | Jun. 30, 2019USD ($)Number$ / sharesshares | Jun. 30, 2018USD ($)shares | Dec. 31, 2018USD ($)$ / sharesshares | |
Exercise price of warrants (in dollars per share) | $ / shares | $ 10.33 | $ 10.33 | |||||
Fair value of the warrants | $ (946,825) | $ (946,825) | |||||
Number of share repurchased, value | $ 55,000 | $ 55,000 | |||||
Net unrealized loss on derivative securities, related party | $ (736,680) | $ (4,741,114) | |||||
Common Stock [Member] | |||||||
Number of shares repurchased (in shares) | shares | 69 | 69 | |||||
Number of share repurchased, value | |||||||
Avalanche International Corp. [Member] | Common Stock [Member] | |||||||
Number of shares repurchased (in shares) | shares | 77,500 | 430,942 | |||||
Number of share repurchased, value | $ 46,644 | $ 417,169 | |||||
Closing price of stock | $ / shares | $ 0.80 | $ 0.80 | $ 0.90 | ||||
Number of shares own | shares | 980,675 | ||||||
Avalanche International Corp. [Member] | 12% New Convertible Promissory Note [Member] | |||||||
Interest income from related party | $ 657,613 | 428,417 | $ 1,277,422 | 918,448 | |||
Original issue discount | $ 5,387,307 | ||||||
Description of contractual interest attributed to the AVLP | THE COMPANY RECORDED CONTRACTUAL INTEREST ATTRIBUTED TO THE AVLP NOTES AND AVLP LOAN AGREEMENT OF $253,923 AND $464,114, RESPECTIVELY. | ||||||
Avalanche International Corp. [Member] | 12% New Convertible Promissory Note [Member] | Loan And Security Agreement [Member] | |||||||
Unrealized gain (loss) on its investment | 2,774,562 | $ 2,413,381 | |||||
Recognized unrealized gain | 44,368 | ||||||
Net unrealized loss on derivative securities, related party | $ 375,499 | 671,653 | $ (361,181) | 4,944,667 | |||
Description of market capitalizations | Based on historical stock prices for similar technology companies with market capitalizations under $100 million. | ||||||
Avalanche International Corp. [Member] | 12% New Convertible Promissory Note [Member] | Loan And Security Agreement [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | |||||||
Measurement input | Number | 0.0222 | 0.0222 | |||||
Avalanche International Corp. [Member] | 12% New Convertible Promissory Note [Member] | Loan And Security Agreement [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | |||||||
Measurement input | Number | 0.0277 | 0.0277 | |||||
Avalanche International Corp. [Member] | 12% New Convertible Promissory Note [Member] | Loan And Security Agreement [Member] | Price Volatility [Member] | Minimum [Member] | |||||||
Measurement input | Number | 0.687 | 0.687 | |||||
Avalanche International Corp. [Member] | 12% New Convertible Promissory Note [Member] | Loan And Security Agreement [Member] | Price Volatility [Member] | Maximum [Member] | |||||||
Measurement input | Number | 0.828 | 0.828 | |||||
Avalanche International Corp. [Member] | 12% New Convertible Promissory Note [Member] | Loan Agreemen [Member] | |||||||
Interest receivable | $ 157,491 | $ 157,491 | $ 157,491 | $ 157,491 | |||
Avalanche International Corp. [Member] | |||||||
Convertible promissory note aggregate principal amount | $ 8,587,847 | $ 8,587,847 | |||||
Conversion price (in dollars per share) | $ / shares | $ 0.50 | $ 0.50 | |||||
Interest rate | 0.00% | 0.00% | |||||
Debt instrument maturity terms | 5 years | ||||||
Purchase warrant (in shares) | shares | 17,175,694 | 17,175,694 | |||||
Avalanche International Corp. [Member] | DPW Holdings [Member] | |||||||
Ownership percentage | 1730.00% | 1730.00% | |||||
Philou Ventures, LLC [Member] | Purchase and Sale Agreement [Member] | |||||||
Financing receivable, discount | $ 173,028 | $ 173,028 |
INVESTMENTS IN REAL ESTATE (Det
INVESTMENTS IN REAL ESTATE (Details Narrative) - NY Partnership [Member] | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Real estate investment | $ 1,869,000 |
Another real estate investment | 100,000 |
Monthly capital contributions | 500,000 |
Full capital contributions | $ 10,000,000 |
OTHER INVESTMENTS, RELATED PA_2
OTHER INVESTMENTS, RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2017 | Feb. 21, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2017 | Jan. 09, 2019 | Dec. 31, 2018 | Aug. 31, 2018 | Jul. 02, 2018 | May 15, 2018 | Dec. 05, 2017 | |
Principal amount | $ 2,128,878 | $ 2,128,878 | |||||||||||||
Payments to acquire property | 84,000 | $ 1,727,423 | 93,606 | $ 9,004,693 | |||||||||||
Amortization expense | $ 1,491,065 | $ 3,051,148 | 1,676,609 | 5,779,108 | |||||||||||
Tenancy In Common Agreement [Member] | |||||||||||||||
Amortization of property | $ 300,000 | ||||||||||||||
Amortization expense | 7,500 | 15,000 | $ 7,500 | ||||||||||||
Convertible Note [Member] | Investor [Member] | |||||||||||||||
Number of shares issued upon conversion | 8,412 | ||||||||||||||
Amended 10% Convertible Note [Member] | |||||||||||||||
Principal amount | $ 309,193 | ||||||||||||||
Third 10% Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Principal amount | $ 2,000,000 | ||||||||||||||
Second 10% Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Principal amount | $ 1,000,000 | ||||||||||||||
10% Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Principal amount | $ 6,000,000 | ||||||||||||||
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] | Convertible Promissory Note A [Member] | Exchange Agreement [Member] | |||||||||||||||
Principal amount | $ 600,000 | ||||||||||||||
Value added tax payable | $ 2,668,266 | 2,668,266 | |||||||||||||
Debt carrying amount | $ 600,000 | $ 600,000 | $ 600,000 | ||||||||||||
WT Johnson & Sons [Member] | 10% Convertible Secured Notes [Member] | Exchange Agreement [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 | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Net loss | $ (4,058,897) | $ (6,996,530) | $ (10,769,923) | $ (13,092,483) |
Less: Net loss attributable to non-controlling interest | 108,649 | 32,416 | 144,080 | |
Net loss attributable to DPW Holdings | (4,058,897) | $ (6,887,881) | (10,737,507) | $ (12,948,403) |
Preferred dividends | $ (5,284) | $ (7,153) | ||
Basic and diluted weighted average common shares outstanding (in shares) | 812,355 | 67,115 | 479,226 | 56,362 |
Microphase Corporation and Power-Plus Technical Distributors [Member] | ||||
Total Revenue | $ 6,402,873 | $ 14,177,103 | ||
Net loss | (8,976,963) | (15,113,577) | ||
Less: Net loss attributable to non-controlling interest | 108,649 | 144,080 | ||
Net loss attributable to DPW Holdings | (8,868,314) | (14,969,497) | ||
Preferred dividends | (108,049) | (108,049) | ||
Net loss available to common stockholders | $ (8,976,363) | $ (15,077,546) | ||
Basic and diluted net loss per common share (in dollars per share) | $ (133.75) | $ (267.51) | ||
Basic and diluted weighted average common shares outstanding (in shares) | 67,115 | 56,362 | ||
Comprehensive Loss | ||||
Loss available to common shareholders | $ (8,976,363) | $ (15,077,546) | ||
Other comprehensive income (loss) | ||||
Change in net foreign currency translation adjustments | (158,306) | (131,849) | ||
Net unrealized loss on derivative securities of related party | (704,811) | (5,445,925) | ||
Other comprehensive income (loss) | (863,117) | (5,577,774) | ||
Total Comprehensive loss | $ (9,839,480) | $ (20,655,320) |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) | 6 Months Ended |
Jun. 30, 2018$ / shares | |
Share-based Payment Arrangement [Abstract] | |
Weighted average risk free interest rate, minimum | 241.00% |
Weighted average risk free interest rate, maximum | 280.00% |
Weighted average life (in years) | 4 years 9 months |
Volatility, minimum | 12470.00% |
Volatility, maximum | 13170.00% |
Weighted average grant-date fair value per share of options granted (in dollars per share) | $ 1,527.94 |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details 1) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Issuances Outside Of Plans [Member] | |
Exercise Price, lower limit | $ 640 |
Exercise Price, upper limit | $ 1,856 |
Options Outstanding | shares | 4,997 |
Weighted Average Remaining Contractual Life (Years) | 6 years 10 months 24 days |
Weighted Average Exercise Price, Outstanding | $ 1,043.45 |
Options, Exercisable | shares | 1,435 |
Weighted Average Exercise Price, Exercisable | $ 1,141.96 |
Total Options [Member] | |
Exercise Price, lower limit | 480 |
Exercise Price, upper limit | $ 1,856 |
Options Outstanding | shares | 9,006 |
Weighted Average Remaining Contractual Life (Years) | 6 years 11 months 12 days |
Weighted Average Exercise Price, Outstanding | $ 837.69 |
Options, Exercisable | shares | 4,091 |
Weighted Average Exercise Price, Exercisable | $ 773.82 |
Exercise Price Range $480.00 - $560.00 [Member] | |
Exercise Price, lower limit | 480 |
Exercise Price, upper limit | $ 560 |
Options Outstanding | shares | 3,725 |
Weighted Average Remaining Contractual Life (Years) | 7 years 7 days |
Weighted Average Exercise Price, Outstanding | $ 537.76 |
Options, Exercisable | shares | 2,485 |
Weighted Average Exercise Price, Exercisable | $ 533.15 |
Exercise Price Range $1,056.00 - $1,104.00 [Member] | |
Exercise Price, lower limit | 1,056 |
Exercise Price, upper limit | $ 1,104 |
Options Outstanding | shares | 213 |
Weighted Average Remaining Contractual Life (Years) | 8 years 11 days |
Weighted Average Exercise Price, Outstanding | $ 1,098.35 |
Options, Exercisable | shares | 99 |
Weighted Average Exercise Price, Exercisable | $ 1,091.91 |
Exercise Price Range $1,208.00 - $1,352.00 [Member] | |
Exercise Price, lower limit | 1,208 |
Exercise Price, upper limit | $ 1,352 |
Options Outstanding | shares | 72 |
Weighted Average Remaining Contractual Life (Years) | 3 years 29 days |
Weighted Average Exercise Price, Outstanding | $ 1,306.78 |
Options, Exercisable | shares | 72 |
Weighted Average Exercise Price, Exercisable | $ 1,306.78 |
Exercise Price Range $480.00 - $1,352.00 [Member] | |
Exercise Price, lower limit | 480 |
Exercise Price, upper limit | $ 1,352 |
Options Outstanding | shares | 4,009 |
Weighted Average Remaining Contractual Life (Years) | 7 years 4 days |
Weighted Average Exercise Price, Outstanding | $ 581.26 |
Options, Exercisable | shares | 2,656 |
Weighted Average Exercise Price, Exercisable | $ 574.95 |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Total stock-based compensation | $ 370,995 | $ 1,373,326 | $ 992,283 | $ 2,811,540 |
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 | 162,764 | 843,016 | 325,090 | 1,507,181 |
Stock Based Compensation From Plans [Member] | ||||
Total stock-based compensation | 162,764 | 843,016 | 325,090 | 1,537,627 |
Stock Based Compensation From Issuances Outside Plans [Member] | ||||
Total stock-based compensation | $ 208,231 | $ 530,310 | $ 667,193 | $ 1,273,913 |
STOCK-BASED COMPENSATION (Det_4
STOCK-BASED COMPENSATION (Details 3) | 6 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Shares Available for Grant | |
Beginning balance | 12,695 |
Forfeited | 319 |
Ending balance | 13,014 |
Number of Shares | |
Beginning balance | 4,328 |
Forfeited | (319) |
Ending balance | 4,009 |
Weighted Average Exercise Price | |
Beginning balance | $ / shares | $ 576.40 |
Forfeited | $ / shares | 515.61 |
Ending balance | $ / shares | $ 581.26 |
Weighted Average Remaining Contractual Life | |
Beginning balance | 7 years 6 months 7 days |
Ending balance | 7 years 4 days |
Aggregate Intrinsic Value | |
Beginning balance | $ | $ 0 |
Ending balance | $ | $ 0 |
STOCK-BASED COMPENSATION (Det_5
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based compensation expense | $ 370,995 | $ 1,373,326 | $ 992,283 | $ 2,811,540 |
Compensation cost not yet recognized | $ 484,062 | $ 484,062 | ||
2012 Stock Option Plan [Member] | ||||
Number of shares authorized | 21,716 | 21,716 | ||
Number of shares available for grant | 13,014 | 13,014 | ||
2016 Stock Incentive Plan [Member] | ||||
Weighted average period for recognition | 2 years 9 months 18 days | |||
2002 Stock Option Plan [Member] | ||||
Share-based compensation expense | $ 992,283 | |||
Aggregate Stock-based Compensation [Member] | ||||
Share-based compensation expense | $ 370,995 | 325,090 | ||
Stock Option [Member] | ||||
Share-based compensation expense | 414,174 | |||
Restricted Stock [Member] | ||||
Share-based compensation expense | $ 253,019 | |||
Employee [Member] | ||||
Granted | 3,622 | 1,250 | ||
Vesting period | 4 years | |||
Number of shares granted | 38,750 | |||
Employee [Member] | 2017 & 2016 Stock Incentive Plan and 2012 Stock Option Plan [Member] | ||||
Weighted average grant date fair value | $ 513,510 | |||
Consultants and Service Providers [Member] | 2017 Stock Incentive Plan [Member] | Common Stock [Member] | ||||
Weighted average grant date fair value | $ 253,019 | $ 2,640,102 | ||
Number of shares issued | 9,375 | 1,979 | ||
Minimum [Member] | 2012 Stock Option Plan [Member] | ||||
Expiration period | 5 years | |||
Maximum [Member] | 2012 Stock Option Plan [Member] | ||||
Expiration period | 10 years |
WARRANTS (Details)
WARRANTS (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Exercse Price | $ 10.33 |
Number outstanding | shares | 6,500 |
Exercise Price $0.00 [Member] | |
Exercse Price | $ 0 |
Number outstanding | shares | 6,500 |
Weighted average remaining contractual life (years) | 4 years 9 months 4 days |
Weighted Average Exercise Price | $ 0 |
Number Exercisable | shares | 6,500 |
Weighted Average Exercise Price | $ 0 |
Exercise Price $8.00 [Member] | |
Exercse Price | $ 8 |
Number outstanding | shares | 397 |
Weighted average remaining contractual life (years) | 7 years 4 months 6 days |
Weighted Average Exercise Price | $ 8 |
Number Exercisable | shares | 397 |
Weighted Average Exercise Price | $ 8 |
Exercise Price $12.00 [Member] | |
Exercse Price | $ 12 |
Number outstanding | shares | 12,500 |
Weighted average remaining contractual life (years) | 4 years 10 months 10 days |
Weighted Average Exercise Price | $ 12 |
Number Exercisable | shares | 12,500 |
Weighted Average Exercise Price | $ 12 |
Exercise Price $19.80 [Member] | |
Exercse Price | $ 19.80 |
Number outstanding | shares | 15,555 |
Weighted average remaining contractual life (years) | 4 years 9 months 4 days |
Weighted Average Exercise Price | $ 19.80 |
Number Exercisable | shares | 0 |
Weighted Average Exercise Price | $ 19.80 |
Exercise Price $440.00 [Member] | |
Exercse Price | $ 440 |
Number outstanding | shares | 355 |
Weighted average remaining contractual life (years) | 3 years 4 months 10 days |
Weighted Average Exercise Price | $ 440 |
Number Exercisable | shares | 355 |
Weighted Average Exercise Price | $ 440 |
Exercise Price $480.00 [Member] | |
Exercse Price | $ 480 |
Number outstanding | shares | 94 |
Weighted average remaining contractual life (years) | 3 years 10 months 2 days |
Weighted Average Exercise Price | $ 480 |
Number Exercisable | shares | 94 |
Weighted Average Exercise Price | $ 480 |
Exercise Price $528.00 [Member] | |
Exercse Price | $ 528 |
Number outstanding | shares | 186 |
Weighted average remaining contractual life (years) | 3 years 4 months 2 days |
Weighted Average Exercise Price | $ 528 |
Number Exercisable | shares | 186 |
Weighted Average Exercise Price | $ 528 |
Exercise Price $560.00 [Member] | |
Exercse Price | $ 560 |
Number outstanding | shares | 2,657 |
Weighted average remaining contractual life (years) | 3 years 4 months 13 days |
Weighted Average Exercise Price | $ 560 |
Number Exercisable | shares | 2,657 |
Weighted Average Exercise Price | $ 560 |
Exercise Price $600.00 [Member] | |
Exercse Price | $ 600 |
Number outstanding | shares | 170 |
Weighted average remaining contractual life (years) | 2 years 10 months 17 days |
Weighted Average Exercise Price | $ 600 |
Number Exercisable | shares | 170 |
Weighted Average Exercise Price | $ 600 |
Exercise Price $640.00 [Member] | |
Exercse Price | $ 640 |
Number outstanding | shares | 603 |
Weighted average remaining contractual life (years) | 1 year 2 months 12 days |
Weighted Average Exercise Price | $ 640 |
Number Exercisable | shares | 603 |
Weighted Average Exercise Price | $ 640 |
Exercise Price $696.00 [Member] | |
Exercse Price | $ 696 |
Number outstanding | shares | 2,155 |
Weighted average remaining contractual life (years) | 3 years 10 months 13 days |
Weighted Average Exercise Price | $ 696 |
Number Exercisable | shares | 2,155 |
Weighted Average Exercise Price | $ 696 |
Exercise Price $752.00 [Member] | |
Exercse Price | $ 752 |
Number outstanding | shares | 9,614 |
Weighted average remaining contractual life (years) | 3 years 10 months 17 days |
Weighted Average Exercise Price | $ 752 |
Number Exercisable | shares | 9,614 |
Weighted Average Exercise Price | $ 752 |
Exercise Price $800.00 [Member] | |
Exercse Price | $ 800 |
Number outstanding | shares | 350 |
Weighted average remaining contractual life (years) | 3 years 5 months 12 days |
Weighted Average Exercise Price | $ 800 |
Number Exercisable | shares | 350 |
Weighted Average Exercise Price | $ 800 |
Exercise Price $880.00 [Member] | |
Exercse Price | $ 880 |
Number outstanding | shares | 947 |
Weighted average remaining contractual life (years) | 2 years 2 months 5 days |
Weighted Average Exercise Price | $ 880 |
Number Exercisable | shares | 947 |
Weighted Average Exercise Price | $ 880 |
Exercise Price $920.00 [Member] | |
Exercse Price | $ 920 |
Number outstanding | shares | 2,126 |
Weighted average remaining contractual life (years) | 3 years 8 months 26 days |
Weighted Average Exercise Price | $ 920 |
Number Exercisable | shares | 2,126 |
Weighted Average Exercise Price | $ 920 |
Exercise Price $1,040.00 [Member] | |
Exercse Price | $ 1,040 |
Number outstanding | shares | 1,243 |
Weighted average remaining contractual life (years) | 3 years 9 months 14 days |
Weighted Average Exercise Price | $ 1,040 |
Number Exercisable | shares | 1,243 |
Weighted Average Exercise Price | $ 1,040 |
Exercise Price $1,080.00 [Member] | |
Exercse Price | $ 1,080 |
Number outstanding | shares | 1,389 |
Weighted average remaining contractual life (years) | 3 years 10 months 13 days |
Weighted Average Exercise Price | $ 1,080 |
Number Exercisable | shares | 1,389 |
Weighted Average Exercise Price | $ 1,080 |
Exercise Price $1,760.00 [Member] | |
Exercse Price | $ 1,760 |
Number outstanding | shares | 781 |
Weighted average remaining contractual life (years) | 3 years 6 months 25 days |
Weighted Average Exercise Price | $ 1,760 |
Number Exercisable | shares | 781 |
Weighted Average Exercise Price | $ 1,760 |
Exercise Price $1,800.00 [Member] | |
Exercse Price | $ 1,800 |
Number outstanding | shares | 140 |
Weighted average remaining contractual life (years) | 3 years 6 months 25 days |
Weighted Average Exercise Price | $ 1,800 |
Number Exercisable | shares | 140 |
Weighted Average Exercise Price | $ 1,800 |
Exercise Price $2,000.00 [Member] | |
Exercse Price | $ 2,000 |
Number outstanding | shares | 203 |
Weighted average remaining contractual life (years) | 3 years 6 months 25 days |
Weighted Average Exercise Price | $ 2,000 |
Number Exercisable | shares | 203 |
Weighted Average Exercise Price | $ 2,000 |
Exercise Price $8.00 - $2,000.00 [Member] | |
Number outstanding | shares | 57,965 |
Weighted average remaining contractual life (years) | 3 years 9 months 22 days |
Weighted Average Exercise Price | $ 334.01 |
Number Exercisable | shares | 42,410 |
Weighted Average Exercise Price | $ 449.25 |
Maximum [Member] | Exercise Price $8.00 - $2,000.00 [Member] | |
Exercse Price | 2,000 |
Minimum [Member] | Exercise Price $8.00 - $2,000.00 [Member] | |
Exercse Price | $ 8 |
WARRANTS (Details 1)
WARRANTS (Details 1) - $ / shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Weighted average life (in years) | 4 years 9 months | |
Warrant [Member] | ||
Weighted average life (in years) | 5 years | 4 years 9 months 18 days |
Volatility | 87.50% | |
Expected dividend yield | 0.00% | 0.00% |
Weighted average grant-date fair value per share of warrants granted (in dollars per share) | $ 10.48 | $ 629.64 |
Minimum [Member] | Warrant [Member] | ||
Weighted average risk-free interest rate | 2.18% | 2.41% |
Volatility | 124.80% | |
Maximum [Member] | Warrant [Member] | ||
Weighted average risk-free interest rate | 2.28% | 2.94% |
Volatility | 138.40% |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | May 20, 2019 | Jun. 30, 2019 | Apr. 02, 2019 |
Number of warrants issued | 734,443 | ||
Warrant exercise price (in dollars per share) | $ 10.33 | ||
Number of common stock issued | 699,887 | ||
Principal amount | $ 2,128,878 | ||
Warrant [Member] | |||
Warrant exercise price (in dollars per share) | $ 18 | ||
Number of common stock issued | 388,888 | ||
Warrant [Member] | Convertible Promissory Note [Member] | |||
Warrant exercise price (in dollars per share) | $ 8.80 | ||
Number of common stock issued | 12,500 | ||
Principal amount | $ 660,000 | ||
Original issue discount percentage | 4.00% | ||
Warrant [Member] | Underwriter [Member] | |||
Warrant exercise price (in dollars per share) | $ 19.80 | ||
Number of additional common stock issued | 15,555 | ||
Pre-Funded Warrants [Member] | |||
Warrant exercise price (in dollars per share) | $ 0.40 | ||
Number of common stock issued | 317,500 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Other Current Liabilities | ||
Accrued payroll and payroll taxes | $ 1,288,503 | $ 1,497,470 |
Other accrued expenses | 483,731 | 370,932 |
Total | $ 1,772,234 | $ 1,868,402 |
LEASES (Details)
LEASES (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Operating right-of-use assets | $ 3,669,613 | |
Operating lease liability - current | 786,740 | |
Operating lease liability - non-current | $ 2,944,162 |
LEASES (Details 1)
LEASES (Details 1) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 534,785 |
Short-term lease cost | |
Variable lease cost | $ 234,327 |
LEASES (Details 2)
LEASES (Details 2) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 710,024 |
Right-of-use assets obtained in exchange for new operating lease liabilities | |
Weighted-average remaining lease term - operating leases | 5 years 9 months |
Weighted-average discount rate - operating leases | 10.00% |
LEASES (Details 3)
LEASES (Details 3) | Jun. 30, 2019USD ($) |
Payments due by period | |
2019 (Remainder) | $ 581,895 |
2020 | 1,039,687 |
2021 | 779,008 |
2022 | 501,411 |
2023 | 514,895 |
Thereafter | 1,582,121 |
Total lease payments | 4,999,017 |
Less interest | (1,268,115) |
Present value of lease liabilities | $ 3,730,902 |
ADVANCES ON FUTURE RECEIPTS (De
ADVANCES ON FUTURE RECEIPTS (Details Narrative) - Purchase and Sale Agreement [Member] - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | |
TVT Capital LLC [Member] | |||
Non-cash interest expense | $ 82,525 | $ 177,896 | |
Philou Ventures, LLC [Member] | |||
Cost of future receipts | 568,123 | $ 568,123 | |
Aggregate Value of future receipts | 395,095 | 395,095 | |
Repayment of future receipts | 674,228 | ||
Financing receivable, discount | $ 173,028 | $ 173,028 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Total notes payable | $ 8,880,411 | $ 7,031,486 |
Less: Unamortized debt discounts | (237,131) | (151,499) |
Unamortized financing cost | (70,082) | (7,541) |
Total notes payable, net of financing cost | 8,573,198 | 6,872,446 |
Less: current portion | (8,121,751) | (6,388,787) |
Notes payable - long-term portion | 451,447 | 483,659 |
Other Short Term Notes Payable [Member] | ||
Total notes payable | 781,699 | 1,033,553 |
Dominion [Member] | ||
Total notes payable | 2,900,000 | |
12% Short Term Promissory Note [Member] | ||
Total notes payable | 1,000,000 | 1,000,000 |
15% May Short Term Promissory Note [Member] | ||
Total notes payable | 805,000 | |
12% September Short-Term Promissory Notes [Member] | ||
Total notes payable | 526,316 | 789,473 |
8% Short Term Promissory Notes [Member] | ||
Total notes payable | 636,300 | 1,272,600 |
October Short-Term Promissory Note [Member] | ||
Total notes payable | ||
Notes Payable To Wells Fargo [Member] | ||
Total notes payable | 291,460 | 291,988 |
Note Payable To Dept. Of Economic And Community Development [Member] | ||
Total notes payable | 244,984 | 260,169 |
Microphase Short-Term Promissory Note [Member] | ||
Total notes payable | 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 | 20,000 | 18,589 |
Short Term Bank Credit [Member] | ||
Total notes payable | $ 1,661,402 | 1,586,864 |
October Short-Term Promissory Note [Member] | ||
Total notes payable | $ 565,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Apr. 04, 2019 | Mar. 29, 2019 | Mar. 19, 2019 | Feb. 20, 2019 | Jan. 23, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 28, 2018 | Aug. 16, 2018 |
Principal amount | $ 2,128,878 | ||||||||
February 2019 Exchange Agreement [Member] | |||||||||
Interest expense | $ 289,954 | ||||||||
Number of shares issued | 9,375 | 4,520 | |||||||
Amount of shares issued | $ 108,523 | ||||||||
Cash payment to investor | $ 289,954 | ||||||||
Notes payable outstanding | $ 183,822 | ||||||||
A.G.P./Alliance Global Partners [Member] | Underwriting Agreement [Member] | |||||||||
Number of shares issued | 71,388 | ||||||||
Investor [Member] | January Exchange Agreement [Member] | |||||||||
Number of shares issued | 2,551 | ||||||||
Amount of shares issued | $ 73,016 | ||||||||
Notes payable outstanding | $ 171,882 | ||||||||
One Institutional Investors [Member] | January Exchange Agreement [Member] | |||||||||
Principal amount | $ 1,043,799 | ||||||||
Interest rate | 8.00% | ||||||||
One Institutional Investors [Member] | 8% Two New Promissory Notes [Member] | January Exchange Agreement [Member] | |||||||||
Interest expense | $ 244,898 | ||||||||
Number of shares issued | 10,918 | ||||||||
Cash payment to investor | $ 244,898 | ||||||||
One Institutional Investors [Member] | 8% One New Promissory Notes [Member] | January Exchange Agreement [Member] | |||||||||
Principal amount | 318,150 | ||||||||
One Institutional Investors [Member] | Exchange 8% Short Term Promissory Notes And October Short Term Promissory Note [Member] | January Exchange Agreement [Member] | |||||||||
Principal amount | 565,000 | ||||||||
Interest expense | $ 160,649 | ||||||||
AVLP [Member] | |||||||||
Principal amount | $ 8,587,847 | ||||||||
Number of shares issued | 77,500 | 430,942 | |||||||
Amount of shares issued | $ 46,644 | $ 417,169 | |||||||
Wilson-Davis & Co Inc [Member] | At-The-Market Issuance Sales Agreement [Member] | |||||||||
Number of shares issued | 119,791 | ||||||||
Another One Institutional Investors [Member] | 8% New Promissory Note [Member] | February 2019 Exchange Agreement [Member] | |||||||||
Principal amount | $ 433,884 | ||||||||
Interest rate | 8.00% | ||||||||
Four Institutional Investors [Member] | 8% Short-Term Promissory Notes Due February 15, 2019 [Member] | Securities Purchase Agreement [Member] | |||||||||
Principal amount | $ 1,272,600 | ||||||||
Aggregate principal face amount | $ 318,150 | ||||||||
Interest rate | 8.00% | ||||||||
Enertec Short Term Promissory Note [Member] | |||||||||
Principal amount | $ 500,000 | ||||||||
Interest rate | 10.00% |
NOTES PAYABLE - RELATED PARTI_3
NOTES PAYABLE - RELATED PARTIES (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Total notes payable | $ 284,317 | $ 308,984 |
Less: current portion | (162,674) | (166,925) |
Notes payable - long-term portion | 121,643 | 142,059 |
Microphase Former Officers And Employees [Member] | ||
Total notes payable | $ 284,317 | $ 308,984 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Total convertible notes payable | $ 263,795 | |
Unamortized debt discounts | (396,205) | (1,189,276) |
Unamortized financing cost | (65,356) | |
Convertible notes payable, net of financing cost | 263,795 | 6,742,494 |
10% Convertible Secured Notes [Member] | ||
Convertible note | 7,997,126 | |
4% Convertible Secured Notes [Member] | ||
Convertible note | $ 660,000 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | Apr. 02, 2019 | Feb. 20, 2019 | Jan. 09, 2019 | Feb. 21, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Aug. 31, 2018 | Jul. 02, 2018 | May 15, 2018 |
Principal amount | $ 2,128,878 | $ 2,128,878 | |||||||||
Loss on extinguishment | (807,784) | ||||||||||
Repayments of convertible debt | 809,253 | 7,069,547 | $ 1,024,874 | ||||||||
Accrued interest | $ 108,523 | $ 108,523 | |||||||||
February 2019 Exchange Agreement [Member] | |||||||||||
Cash payment to investor | $ 289,954 | ||||||||||
Interest expense | $ 289,954 | ||||||||||
10% Convertible Note [Member] | |||||||||||
Repayments of convertible debt | $ 3,000,000 | ||||||||||
Accrued interest | $ 1,125,000 | ||||||||||
10% Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||
Principal amount | $ 6,000,000 | ||||||||||
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 | 8,412 | ||||||||||
Cash payment to investor | $ 393,014 | ||||||||||
Interest expense | $ 393,014 | ||||||||||
Third 10% Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||
Principal amount | $ 2,000,000 | ||||||||||
Second 10% Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||
Principal amount | $ 1,000,000 |
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 ($) | Jul. 23, 2019 | Jul. 23, 2019 | Apr. 02, 2019 | Mar. 29, 2019 | Mar. 14, 2019 | Oct. 10, 2018 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 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-forty | 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 | $ 2,608,458 | $ 2,167,844 | |||||||||
Exercise price of warrants (in dollars per share) | $ 10.33 | ||||||||||
Principal amount | $ 2,128,878 | ||||||||||
Accrued interest | $ 479,579 | ||||||||||
Number of common stock issued | 699,887 | ||||||||||
Number of shares issued for services | $ 725,000 | $ 253,019 | $ 3,758,296 | ||||||||
Proceeds from offering | $ 7,000,000 | $ 6,204,717 | |||||||||
Number of pre-funded warrants exercise | 317,500 | ||||||||||
Number of cashless exercise of common warrants | 382,387 | ||||||||||
Number of issue common stock in payment of accrued liability | 9,375 | ||||||||||
Accrued liabilities | $ 108,523 | ||||||||||
Expected life | 4 years 9 months | ||||||||||
Series C Preferred Stock [Member] | |||||||||||
Convertible preferred stock, authorized | 2,500 | ||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||
Preferred stock issued | 125,000 | ||||||||||
Preferred stock outstanding | 125,000 | ||||||||||
Convertible preferred stock, authorized | 500,000 | 500,000 | |||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||
Preferred stock issued | 7,040 | ||||||||||
Preferred stock outstanding | 7,040 | ||||||||||
Convertible preferred stock, authorized | 1,000,000 | 1,000,000 | |||||||||
Class B Common Stock [Member] | |||||||||||
Common stock, authorized | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||
Number of common stock issued | |||||||||||
Class A Common Stock [Member] | |||||||||||
Common stock, authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||
Increased in authorized shares | 200,000,000 | ||||||||||
Number of common stock issued | 1,037,128 | 100,910 | |||||||||
Warrant [Member] | |||||||||||
Recognized a loss on issuance of warrants | $ 1,763,481 | ||||||||||
Risk-free interest rate | 2.28% | ||||||||||
Expected life | 5 years | ||||||||||
Expected dividends | 0.00% | ||||||||||
Expected volatility | 87.51% | ||||||||||
Common Stock [Member] | |||||||||||
Number of preferred stock issued, value | $ 26 | $ 3 | |||||||||
Issuance of common stock for conversion of debt (in shares) | 26,402 | 2,538 | |||||||||
Number of shares issued for services (in shares) | 1,250 | 9,375 | 3,354 | ||||||||
Number of shares issued for services | $ 1 | $ 9 | $ 3 | ||||||||
Subsequent Event [Member] | |||||||||||
Reverse stock split | one-for-forty | ||||||||||
Stock issued during period, reverse stock splits | Each forty (40) shares of common stock issued and outstanding prior to the Second Reverse Stock Split were converted into one (1) share of common stock, with no change in authorized shares or par value per share. | ||||||||||
Underwriter [Member] | Warrants [Member] | |||||||||||
Exercise price of warrants (in dollars per share) | $ 19.80 | ||||||||||
Number of additonal common stock issued | 15,550 | ||||||||||
Consultants [Member] | |||||||||||
Share price (in dollars per share) | $ 26.99 | ||||||||||
Number of shares issued for services (in shares) | 9,375 | ||||||||||
Number of shares issued for services | $ 253,019 | ||||||||||
Underwriting Agreement [Member] | A.G.P./Alliance Global Partners [Member] | |||||||||||
Public offering price (in dollars per share) | $ 17.60 | ||||||||||
Number of shares issued | 71,388 | ||||||||||
Number of warrants purchased | 317,500 | ||||||||||
Underwriting Agreement [Member] | A.G.P./Alliance Global Partners [Member] | Common Warrants [Member] | |||||||||||
Exercise price of warrants (in dollars per share) | $ 0.45 | ||||||||||
Public offering price (in dollars per share) | $ 0.40 | ||||||||||
Number of common stock issued | 317,500 | ||||||||||
Underwriting Agreement [Member] | A.G.P./Alliance Global Partners [Member] | Pre-Funded Warrants [Member] | |||||||||||
Number of common stock issued | 317,500 | ||||||||||
Percentage of ownership | 4.99% | ||||||||||
Percentage at the election of the purchaser | 9.99% | ||||||||||
Description of pre-funded warrant | 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 $0.40, and the exercise price of each Pre-Funded Warrant equaled $0.40 per share. | ||||||||||
At-The-Market Issuance Sales Agreement [Member] | Wilson-Davis & Co Inc [Member] | |||||||||||
Number of shares issued | 119,791 | ||||||||||
Gross proceeds from issuance of common stock | $ 4,656,051 | ||||||||||
Aggregate offering price | $ 25,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Aug. 21, 2017 | Mar. 31, 2017 | Jun. 30, 2019 | Dec. 31, 2018 |
Principal amount | $ 2,128,878 | |||
Exercise price of warrants (in dollars per share) | $ 10.33 | |||
Alzamend Neuro, Inc. ("Alzamend") [Member] | ||||
Cash | $ 18,517 | |||
Number of shares issued | 137,500 | |||
Amount of shares issued | $ 110,000 | |||
Principal and interest due amount | 91,483 | |||
AVLP [Member] | ||||
Principal amount | $ 8,587,847 | |||
Number of shares issued | 77,500 | 430,942 | ||
Amount of shares issued | $ 46,644 | $ 417,169 | ||
Unrealized gain | 44,368 | |||
AVLP [Member] | Loan And Security Agreement [Member] | ||||
Maximum amount of non-revolving credit facility | $ 10,000,000 | |||
Line of credit facility,expiration date | Aug. 21, 2019 | |||
Contractual interest receivable | $ 1,468,431 | |||
Convertible Promissory Note [Member] | AVLP [Member] | Loan And Security Agreement [Member] | ||||
Number of warrants purchased | 17,175,694 | |||
Multiplex Laser Surface Enhancement [Member] | MTIX Limited [Member] | ||||
Purchase Order | $ 50,000,000 | |||
Promissory note receivable | $ 1,238,856 | |||
Received payments | $ 2,676,219 |
SEGMENT, CUSTOMERS AND GEOGRA_3
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Revenues | $ 4,541,198 | $ 4,347,958 | $ 10,092,849 | $ 7,513,417 | |
Revenue, cryptocurrency mining | 256,116 | 718,757 | 284,920 | 956,253 | |
Revenue, related party | 1,765,875 | 3,558,767 | |||
Revenue, restaurant operations | 1,161,132 | 502,492 | 2,334,631 | 502,492 | |
Revenue, lending activities | 189,621 | 108,752 | 374,710 | 108,752 | |
Total revenues | 6,148,067 | 7,443,834 | 13,087,110 | 12,639,681 | |
Depreciation and amortization expense | 1,164,745 | 610,123 | 2,126,183 | 758,628 | |
Loss from operations | (3,968,188) | (4,099,024) | (8,506,942) | (7,067,319) | |
Capital expenditures for segment assets | 84,000 | 1,727,423 | 93,606 | 9,004,693 | |
Identifiable assets | 52,423,397 | 53,441,300 | 52,423,397 | 53,441,300 | $ 49,425,880 |
Operating Segments [Member] | I. AM, Inc. [Member] | |||||
Revenues | |||||
Revenue, cryptocurrency mining | |||||
Revenue, related party | |||||
Revenue, restaurant operations | 1,161,132 | 502,492 | 2,334,631 | 502,492 | |
Revenue, lending activities | |||||
Total revenues | 1,161,132 | 502,492 | 2,334,631 | 502,492 | |
Depreciation and amortization expense | 230,873 | 230,874 | |||
Loss from operations | (328,117) | (1,009) | (432,470) | (1,009) | |
Capital expenditures for segment assets | 1,746 | 22,658 | 7,559 | 22,658 | |
Identifiable assets | 1,920,049 | 2,114,739 | 1,920,049 | 2,114,739 | |
Operating Segments [Member] | DPC [Member] | |||||
Revenues | 1,839,619 | 2,718,117 | 4,336,536 | 5,557,813 | |
Revenue, cryptocurrency mining | |||||
Revenue, related party | 1,765,875 | 3,558,767 | |||
Revenue, lending activities | 189,621 | 108,752 | 374,710 | 108,752 | |
Inter-segment revenues | 4,513 | ||||
Total revenues | 2,029,240 | 4,592,744 | 4,711,246 | 9,229,845 | |
Depreciation and amortization expense | 69,755 | 9,669 | 139,901 | 85,905 | |
Loss from operations | (445,966) | 781,523 | (963,342) | (1,069,831) | |
Capital expenditures for segment assets | 5,025 | 32,112 | 8,818 | 343,335 | |
Identifiable assets | 31,591,172 | 28,650,534 | 31,591,172 | 28,650,534 | |
Operating Segments [Member] | DPL [Member] | |||||
Revenues | 525,928 | 411,971 | 1,082,442 | 737,734 | |
Total revenues | 525,928 | 411,971 | 1,082,442 | 737,734 | |
Depreciation and amortization expense | 19,110 | 13,643 | 38,907 | 31,024 | |
Loss from operations | (1,763) | (198,889) | (2,688) | (451,408) | |
Capital expenditures for segment assets | 69,067 | 69,067 | 1,319 | ||
Identifiable assets | 1,572,830 | 1,390,132 | 1,572,830 | 1,390,132 | |
Operating Segments [Member] | Enertec [Member] | |||||
Revenues | 2,175,651 | 1,217,870 | 4,673,871 | 1,217,870 | |
Total revenues | 2,175,651 | 1,217,870 | 4,673,871 | 1,217,870 | |
Depreciation and amortization expense | 128,434 | 9,718 | 283,356 | 9,718 | |
Loss from operations | (110,218) | 146,162 | (160,106) | 146,162 | |
Capital expenditures for segment assets | 8,162 | 31,668 | 8,162 | 31,668 | |
Identifiable assets | 11,553,254 | 12,500,975 | 11,553,254 | 12,500,975 | |
Operating Segments [Member] | SC Mining [Member] | |||||
Revenue, cryptocurrency mining | 256,116 | 718,757 | 284,920 | 956,253 | |
Total revenues | 256,116 | 718,757 | 284,920 | 956,253 | |
Depreciation and amortization expense | 716,573 | 577,093 | 1,433,145 | 631,981 | |
Loss from operations | (746,448) | (985,695) | (1,488,871) | (1,850,117) | |
Capital expenditures for segment assets | 1,640,985 | 8,806,778 | |||
Identifiable assets | $ 5,786,092 | 8,784,920 | $ 5,786,092 | 8,784,920 | |
Operating Segments [Member] | Eliminations [Member] | |||||
Inter-segment revenues | (4,513) | ||||
Total revenues | (4,513) | ||||
Depreciation and amortization expense | |||||
Loss from operations | |||||
Capital expenditures for segment assets | |||||
Intersegment Eliminations [Member] | |||||
Identifiable assets |
SEGMENT, CUSTOMERS AND GEOGRA_4
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Total Revenues by Major Customer | $ 6,148,067 | $ 7,443,834 | $ 13,087,110 | $ 12,639,681 |
Percentage of Total Company Revenues | 10.00% | 10.00% | 10.00% | 10.00% |
Customer B [Member] | Sales Revenue, Net [Member] | MTIX [Member] | ||||
Total Revenues by Major Customer | $ 1,765,875 | $ 3,558,767 | ||
Percentage of Total Company Revenues | 24.00% | 28.00% | ||
Customer A [Member] | Sales Revenue, Net [Member] | MTIX [Member] | ||||
Total Revenues by Major Customer | $ 1,429,455 | $ 2,845,541 | ||
Percentage of Total Company Revenues | 23.00% | 22.00% |
SEGMENT, CUSTOMERS AND GEOGRA_5
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues | $ 6,148,067 | $ 7,443,834 | $ 13,087,110 | $ 12,639,681 |
Defense Products [Member] | ||||
Revenues | 2,689,644 | 2,307,680 | 6,192,837 | 3,838,458 |
Commercial Products [Member] | ||||
Revenues | $ 3,458,423 | $ 5,136,154 | $ 6,894,273 | $ 8,801,223 |
SEGMENT, CUSTOMERS AND GEOGRA_6
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details 3) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues | $ 6,148,067 | $ 7,443,834 | $ 13,087,110 | $ 12,639,681 |
Middle East [Member] | ||||
Revenues | 2,175,651 | 1,217,870 | 4,488,553 | 1,217,870 |
North America [Member] | ||||
Revenues | 3,320,231 | 5,613,714 | 7,069,371 | 10,432,320 |
Europe [Member] | ||||
Revenues | 481,566 | 377,933 | 1,029,565 | 644,588 |
Other [Member] | ||||
Revenues | $ 170,619 | $ 234,317 | $ 499,621 | $ 344,903 |
SEGMENT, CUSTOMERS AND GEOGRA_7
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details Narrative) - Segment | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | 5 | 2 | 5 | 2 |
Percentage of concentration risk | 10.00% | 10.00% | 10.00% | 10.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Aug. 07, 2019 | Aug. 06, 2019 | Jul. 23, 2019 | Jul. 04, 2019 | Jul. 02, 2019 | Mar. 14, 2019 | Aug. 16, 2019 | Jul. 31, 2019 | Jul. 03, 2019 | Jun. 30, 2019 | Aug. 16, 2018 | Aug. 10, 2018 |
Subsequent Event [Line Items] | ||||||||||||
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 | |||||||||||
Exercise price of warrants (in dollars per share) | $ 10.33 | |||||||||||
Term Promissory Note [Member] | Investor [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Principal amount | $ 318,150 | $ 550,000 | ||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock issued during period, reverse stock splits | Each forty (40) shares of common stock issued and outstanding prior to the Second Reverse Stock Split were converted into one (1) share of common stock, with no change in authorized shares or par value per share. | |||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Principal amount | $ 250,000 | |||||||||||
Number of shares issued | 28,409 | |||||||||||
Subsequent Event [Member] | At-The-Market Issuance Sales Agreement [Member] | Ascendiant Capital Markets, LLC [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Maximum amount of at the market offering | $ 5,500,000 | |||||||||||
Net proceeds from common stock | $ 140,579 | |||||||||||
Number of shares sold | 67,981 | |||||||||||
Subsequent Event [Member] | Short-Term Promissory Notes [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Principal amount | $ 900,000 | |||||||||||
Subsequent Event [Member] | 12% Convertible Promissory Note [Member] | Exchange Agreement [Member] | Institutional Investor [Member ] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Principal amount | $ 1,492,000 | |||||||||||
Interest rate | 12.00% | |||||||||||
Maturity date | Jan. 22, 2020 | |||||||||||
Debt conversion price (in dollars per share) | $ 8.80 | |||||||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | Exchange Agreement [Member] | Institutional Investor [Member ] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Principal amount | $ 1,292,000 | |||||||||||
Exercise price of warrants (in dollars per share) | $ 8.80 | |||||||||||
Warrant tem | 5 years | |||||||||||
Default premium | $ 200,000 | |||||||||||
Number of warrants purchased | 25,000 | |||||||||||
Subsequent Event [Member] | Term Promissory Note [Member] | Exchange Agreement [Member] | Institutional Investor [Member ] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Principal amount | $ 526,316 | $ 1,000,000 | ||||||||||
Subsequent Event [Member] | 8% New Convertible Promissory Note [Member] | Exchange Agreement [Member] | Institutional Investor [Member ] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Principal amount | $ 1,250,000 | |||||||||||
Interest rate | 8.00% | |||||||||||
Maturity date | Dec. 31, 2019 | |||||||||||
Debt conversion price (in dollars per share) | $ 8.80 | |||||||||||
Subsequent Event [Member] | 12% New Convertible Promissory Note [Member] | Exchange Agreement [Member] | Investor [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Principal amount | $ 783,031 | |||||||||||
Interest rate | 12.00% | |||||||||||
Maturity date | Dec. 31, 2019 | |||||||||||
Debt conversion term | At conversion price equal to the greater of (A) $8.80 or (B) 80% of the lowest daily VWAP in the three trading days prior to the date of conversion. |