Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | May 25, 2020 | Jun. 28, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | DPW Holdings, Inc. | ||
Entity Central Index Key | 0000896493 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Reporting Status Current | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity File Number | 1-12711 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 12,357,300 | ||
Entity Common Stock, Shares Outstanding | 5,771,634 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 488,553 | $ 902,329 |
Marketable equity securities | 639,647 | 178,597 |
Accounts receivable | 2,522,139 | 1,930,971 |
Accounts and other receivable, related party | 1,196,379 | 3,887,654 |
Accrued revenue | 2,226,570 | 1,353,411 |
Inventories, net | 2,541,852 | 3,261,126 |
Prepaid expenses and other current assets | 1,456,117 | 775,981 |
TOTAL CURRENT ASSETS | 11,071,257 | 12,290,069 |
Intangible assets | 3,206,988 | 4,359,798 |
Digital currencies | 2,106 | 1,535 |
Goodwill | 8,100,947 | 8,463,070 |
Property and equipment, net | 2,292,195 | 9,313,299 |
Right-of-use assets | 5,276,056 | |
Investments - related party, net of original issue discount of nil and $2,336,693, respectively | 6,540,720 | 5,611,621 |
Investments in derivative liabilities and common stock - related party | 2,128,224 | 3,043,499 |
Equity investments in private companies | 261,767 | 480,000 |
Investment in limited partnership | 1,969,000 | 1,969,000 |
Loans receivable | 795,481 | 2,572,230 |
Other investments, related parties | 832,500 | 862,500 |
Other assets | 273,167 | 459,259 |
TOTAL ASSETS | 42,750,408 | 49,425,880 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 15,166,164 | 13,065,838 |
Accounts payable and accrued expenses, related party | 64,604 | 57,752 |
Operating lease liability, current | 714,393 | |
Advances on future receipts | 2,210,392 | 2,085,807 |
Short term advances, related party | 1,409,331 | 73,761 |
Revolving credit facility | 221,705 | 285,605 |
Notes payable, net | 5,505,015 | 6,388,787 |
Notes payable, related parties | 169,153 | 166,925 |
Convertible notes payable | 2,732,990 | 6,742,494 |
Other current liabilities | 2,027,585 | 1,868,402 |
TOTAL CURRENT LIABILITIES | 30,221,332 | 30,735,371 |
LONG TERM LIABILITIES | ||
Operating lease liability, non-current | 4,677,565 | |
Notes payable | 482,624 | 483,659 |
Notes payable, related parties | 115,164 | 142,059 |
Convertible notes payable | 304,773 | |
TOTAL LIABILITIES | 35,801,458 | 31,361,089 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Additional paid-in capital | 101,099,347 | 77,647,544 |
Accumulated deficit | (88,650,465) | (55,721,115) |
Accumulated other comprehensive loss | (5,511,624) | (3,902,523) |
TOTAL DPW HOLDINGS STOCKHOLDERS' EQUITY | 6,940,708 | 18,024,133 |
Non-controlling interest | 8,242 | 40,658 |
TOTAL STOCKHOLDERS' EQUITY | 6,948,950 | 18,064,791 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 42,750,408 | 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 | 3,318 | 101 |
Class B Common Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Common Stock |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Investments - related parties, original issue discount | $ 2,336,693 | |
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | |
Convertible preferred stock, authorized | 25,000,000 | |
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, redemption amount | $ 176,000 | $ 176,000 |
Convertible preferred stock, liquidation preference | $ 35,850 | $ 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 | 3,318,390 | 100,910 |
Common stock, outstanding | 3,318,390 | 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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenue | $ 26,511,640 | $ 27,154,219 |
Cost of revenue | 20,452,292 | 21,774,658 |
Gross profit | 6,059,348 | 5,379,561 |
Operating expenses | ||
Engineering and product development | 1,861,103 | 1,430,538 |
Selling and marketing | 1,631,809 | 3,010,790 |
General and administrative | 19,670,995 | 19,842,378 |
Impairment of property and equipment | 4,315,856 | |
Impairment loss on goodwill and intangible assets | 1,526,897 | 700,000 |
Provision for credit losses | 4,000,000 | |
(Gain) loss on digital currency | (5,515) | 1,311 |
Total operating expenses | 33,001,145 | 24,985,017 |
Loss from operations | (26,941,797) | (19,605,456) |
Interest income | 3,351,226 | 2,736,932 |
Interest expense | (7,262,646) | (16,190,276) |
Change in fair value of marketable equity securities | (596,242) | |
Loss on extinguishment of convertible debt | (966,134) | |
Loss on issuance of warrants | (1,763,481) | |
Change in fair value of warrant liability | 1,124,953 | |
Loss before income taxes | (33,054,121) | (33,058,800) |
Income tax benefit | 108,293 | 76,599 |
Net loss | (32,945,828) | (32,982,201) |
Less: Net loss attributable to non-controlling interest | 32,416 | 748,320 |
Net loss attributable to DPW Holdings | (32,913,412) | (32,233,881) |
Preferred deemed dividends on Series B Preferred Stock | (108,049) | |
Preferred dividends | (15,938) | |
Net loss available to common stockholders | $ (32,929,350) | $ (32,341,930) |
Basic and diluted net loss per common share (in dollars per share) | $ (22.97) | $ (446.11) |
Basic and diluted weighted average common shares outstanding (in shares) | 1,433,464 | 72,498 |
Comprehensive Loss | ||
Loss available to common stockholders | $ (32,929,350) | $ (32,341,930) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustment | 341,774 | (377,823) |
Net unrealized gain (loss) on derivative securities of related party | (1,950,875) | (8,027,746) |
Other comprehensive income (loss) | (1,609,101) | (8,405,569) |
Total Comprehensive loss | (34,538,451) | (40,747,499) |
Revenue [Member] | ||
Total revenue | 21,057,509 | 17,762,217 |
Cryptocurrency Mining [Member] | ||
Total revenue | 641,745 | 1,675,549 |
Related Party [Member] | ||
Total revenue | 3,907,280 | |
Restaurant Operations [Member] | ||
Total revenue | 4,149,646 | 3,462,140 |
Lending Activities [Member] | ||
Total revenue | $ 662,740 | $ 347,033 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Non-Controlling Interest [Member] | Total |
Balance at Dec. 31, 2017 | $ 479 | $ 38 | $ 36,918,132 | $ (23,414,151) | $ 4,503,046 | $ 780,737 | $ 18,788,281 |
Balance (in shares) at Dec. 31, 2017 | 478,776 | 37,778 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Stock based compensation: Options | 1,043,908 | 1,043,908 | |||||
Stock based compensation: Warrants | 93,914 | 93,914 | |||||
Stock based compensation: Common stock | $ 5 | 3,740,883 | 3,740,888 | ||||
Stock based compensation: Common Stock (Shares) | 4,604 | ||||||
Issuance of common stock and warrants for cash | $ 41 | 23,884,429 | 23,884,470 | ||||
Issuance of common stock and warrants for cash (in shares) | 41,023 | ||||||
Issuance of common stock for conversion of debt | $ 6 | 2,446,111 | 2,446,117 | ||||
Issuance of common stock for conversion of debt (in shares) | 5,281 | ||||||
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 A preferred stock for cash | $ 1 | 35,849 | 35,850 | ||||
Issuance of Series A preferred stock for cash (in shares) | 1,434 | ||||||
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 | $ 2 | 1,541,106 | 1,541,108 | ||||
Issuance of common stock in connection with convertible notes (in shares) | 3,425 | ||||||
Repurchase of common stock | (57,748) | (57,748) | |||||
Repurchase of common stock (in shares) | (70) | ||||||
Beneficial conversion feature in connection with convertible notes | 2,555,952 | 2,555,952 | |||||
Fair value warrants issued in connection with convertible notes | 3,408,665 | 3,408,665 | |||||
Cash and stock for exchange fees and other financing costs | $ 1 | (2,107,583) | (2,107,582) | ||||
Cash and stock for exchange fees and other financing costs (in shares) | 625 | ||||||
Non-controlling interest from acquisition of I. AM | 981 | 33,241 | 34,222 | ||||
Non-controlling interest from Microphase | (25,000) | (25,000) | |||||
Comprehensive loss: | |||||||
Net loss | (32,233,881) | (32,233,881) | |||||
Preferred deemed dividends | 108,049 | (108,049) | |||||
Net unrealized loss on securities available-for-sale, net of income taxes | (8,027,746) | (8,027,746) | |||||
Foreign currency translation adjustments | 34,966 | (377,823) | (342,857) | ||||
Net loss attributable to non-controlling interest | (748,320) | (748,320) | |||||
Balance at Dec. 31, 2018 | $ 126 | $ 101 | 77,647,544 | (55,721,115) | (3,902,523) | 40,658 | 18,064,791 |
Balance (in shares) at Dec. 31, 2018 | 126,434 | 100,910 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Stock based compensation: Options | 754,752 | 754,752 | |||||
Stock based compensation: Common stock | $ 69 | 338,550 | 338,619 | ||||
Stock based compensation: Common Stock (Shares) | 69,375 | ||||||
Issuance of common stock for cash | $ 2,012 | 10,951,731 | 10,953,743 | ||||
Issuance of common stock for cash (in shares) | 2,011,005 | ||||||
Issuance of common stock in payment of accrued liabilities | $ 66 | 175,311 | 175,377 | ||||
Issuance of common stock in payment of accrued liabilities (in shares) | 66,740 | ||||||
Issuance of common stock for conversion of debt | $ 370 | 4,735,925 | 4,736,295 | ||||
Issuance of common stock for conversion of debt (in shares) | 370,473 | ||||||
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 | 821,452 | 821,452 | |||||
Fair value warrants issued in connection with convertible notes | 200,518 | 200,518 | |||||
Cash and stock for exchange fees and other financing costs | (1,445,255) | (1,445,255) | |||||
Loss on debt extinguishment | 158,350 | 158,350 | |||||
Comprehensive loss: | |||||||
Net loss | (32,913,412) | (32,913,412) | |||||
Preferred dividends | (15,938) | (15,938) | |||||
Net unrealized loss on derivatives in related party | (1,950,875) | (1,950,875) | |||||
Foreign currency translation adjustments | 341,774 | 341,774 | |||||
Net loss attributable to non-controlling interest | (32,416) | (32,416) | |||||
Balance at Dec. 31, 2019 | $ 132 | $ 3,318 | $ 101,099,347 | $ (88,650,465) | $ (5,511,624) | $ 8,242 | $ 6,948,950 |
Balance (in shares) at Dec. 31, 2019 | 132,040 | 3,318,390 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (32,945,828) | $ (32,982,201) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 2,962,435 | 2,447,249 |
Amortization | 502,656 | 459,656 |
Amortization of right-of-use assets | 1,025,053 | |
Interest expense - debt discount | 3,709,993 | 11,191,055 |
Fair value in excess of proceeds upon issuance of warrants | 1,763,481 | |
Change in fair value of warrant liability | (1,124,953) | |
Accretion of original issue discount on notes receivable - related party | (2,277,777) | (2,004,358) |
Accretion of original issue discount on notes receivable | (90,489) | (175,921) |
Accretion of interest income on notes receivable - related party | (1,021,158) | |
Stock-based compensation | 1,583,991 | 4,719,266 |
Impairment of property and equipment | 4,315,856 | |
Impairment of intangible assets | 780,692 | 700,000 |
Impairment of goodwill | 746,205 | |
Realized (gains) losses on sale of digital currencies | (524) | 127,602 |
Realized (gains) losses on sale of marketable securities | (95,340) | 175,405 |
Realized losses on equity securities in private companies | 215,813 | |
Unrealized (gains) losses on marketable equity securities | (258,905) | 77,133 |
Unrealized gains on equity securities - related party | 276,450 | |
Unrealized gains on equity securities | 363,996 | |
Provision for loan losses | 5,550,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (533,065) | 2,754,631 |
Accounts receivable, related party | 2,691,275 | (3,713,903) |
Accrued revenue | (737,960) | (1,353,411) |
Digital currencies | (647,260) | (1,633,630) |
Inventories | 836,924 | 13,137 |
Prepaid expenses and other current assets | (1,134,576) | 1,210,933 |
Other assets | (221,264) | (232,442) |
Accounts payable and accrued expenses | 4,157,998 | 6,850,263 |
Accounts payable, related parties | 6,852 | (12,103) |
Other current liabilities | 212,544 | 959,235 |
Lease liabilities | (909,151) | |
Net cash used in operating activities | (10,296,036) | (10,422,404) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (201,360) | (8,919,532) |
Loss on disposition of asset | 22,172 | |
Purchase of intangible asset | (3,025) | |
Purchase of Enertec | (4,936,562) | |
Cash received on acquisitions | 293,041 | |
Investments - related party | (1,600,164) | (1,244,353) |
Related party investment in real property | (1,969,000) | |
Investments in warrants and common stock - related party | (1,130,567) | (2,672,510) |
Investments in marketable equity securities | (858,458) | |
Sales of marketable equity securities | 580,721 | 2,188,292 |
Sales of digital currencies | 64,587 | |
Investments - others | (25,000) | |
Proceeds from loans to related parties | 12,520 | |
Investments in debt and equity securities | (511,743) | (2,571,100) |
Net cash used in investing activities | (2,863,113) | (20,618,928) |
Cash flows from financing activities: | ||
Gross proceeds from sales of common stock and warrants | 17,028,605 | 23,884,470 |
Repurchase of common stock | (57,747) | |
Proceeds from issuance of Series A Convertible Preferred Stock | 131,741 | 33,699 |
Financing cost in connection with sales of equity securities | (1,445,255) | (2,107,582) |
Proceeds from stock option exercises | 97,800 | |
Proceeds from warrant exercises | 127,000 | 867,166 |
Proceeds from convertible notes payable | 500,000 | 11,550,000 |
Proceeds from notes payable | 5,230,418 | 12,994,999 |
Proceeds from short-term advances - related party | 1,305,570 | 136,761 |
Proceeds from short-term advances | 762,000 | |
Payments on short-term advances | (646,500) | |
Payments on notes payable - related party | (333) | |
Payments on short-term advances - related party | (13,000) | |
Payments on notes payable | (2,117,252) | (12,133,140) |
Payments on convertible notes payable | (7,069,547) | (2,362,281) |
Proceeds from advances on future receipts | 941,804 | 3,350,277 |
Payments on advances on future receipts | (1,590,925) | (5,505,079) |
Payments of preferred dividends | (15,938) | |
Payments on revolving credit facilities, net | (101,018) | (313,822) |
Net cash provided by financing activities | 12,925,203 | 30,537,688 |
Effect of exchange rate changes on cash and cash equivalents | (179,830) | (72,174) |
Net decrease in cash and cash equivalents | (413,776) | (575,818) |
Cash and cash equivalents at beginning of period | 902,329 | 1,478,147 |
Cash and cash equivalents at end of period | 488,553 | 902,329 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 1,867,925 | 760,208 |
Non-cash investing and financing activities: | ||
Cancellation of convertible note payable into shares of common stock | 4,736,295 | 2,446,116 |
Payment of debt with digital currency | 739,967 | |
Purchase of assets with digital currency | 250,460 | |
Payment of accounts payable with digital currency | 647,213 | 449,479 |
Issuance of common stock for prepaid services | 50,000 | |
Issuance of common stock in payment of liability | 175,377 | |
Cancellation of short term advances into shares of common stock | 2,554,167 | |
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 | 181,483 | |
Cancellation of notes payable into short term advances, related party | $ 30,000 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS DPW Holdings, Inc., a Delaware corporation (“DPW” or the “Company”), formerly known as Digital Power Corporation, was incorporated in September 2017. The Company is a diversified holding company owning subsidiaries engaged in the following operating businesses: commercial and defense solutions, commercial lending, cryptocurrency blockchain mining, advanced textile technology and restaurant operations. The Company’s wholly-owned subsidiaries are Systems 2001 Ltd (“ ”) and I. AM, Inc. (“I.AM”) On March 14, 2019, pursuant to the authorization provided by the Company’s stockholders . |
LIQUIDITY, GOING CONCERN AND MA
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS | 12 Months Ended |
Dec. 31, 2019 | |
Liquidity Going Concern And Managements Plans [Abstract] | |
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS | 2. LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern. As of December 31, 2019, the Company had cash and cash equivalents of $488,553, an accumulated deficit of $88,650,465 and a negative working capital of $19,150,075. The Company has incurred recurring losses and reported losses for the years ended December 31, 2019 and 2018, totaled $32,913,412 and $32,233,881, 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 22). Subsequent to December 31, 2019, the Company entered into a Master Exchange Agreement with an entity that, subject to shareholder approval, has agreed to purchase up to approximately $7.7 million in certain promissory notes previously issued by the Company. Further, as a result of temporary restaurant closures in San Diego, California, and the deteriorating business conditions at the Company’s cryptocurrency mining operations, the Company concluded that discontinuing these operations was ultimately in its best interest (see Note 26). 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, which could be adversely affected by the recent outbreak of COVID-19, 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 | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of DPW and its wholly-owned subsidiaries, Digital Power Corporation, Gresham Power, Enertec, DP Lending and Digital Farms and its majority-owned subsidiaries, Microphase and I.AM. All significant intercompany accounts and transactions have been eliminated in consolidation. Accounting Estimates The preparation of financial statements, in conformity with U.S. GAAP, requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include acquisition accounting, fair value of certain financial instruments, reserves for trade receivables and inventories, carrying amounts of investments, carrying amounts of digital currencies, accruals of certain liabilities including product warranties, useful lives and the recoverability of long-lived assets, impairment analysis of intangibles and goodwill, and deferred income taxes and related valuation allowance. Impairment of long-lived assets: Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted expected future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by comparing the amount by which the carrying amount of the assets to their fair value. Based on its reviews, management determined that its digital currency miners were impaired by a total of $4,315,856 based upon an assessment as of September 30, 2019, including consideration of the decline in bitcoin values which occurred throughout 2019. 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 year ended December 31, 2019: Year ended December 31, 2019 GWW Coolisys DP Lending Digital Farms I.AM Total Primary Geographical Markets North America $ 4,342,565 $ 5,276,096 $ 662,740 $ 641,745 $ 4,149,646 $ 15,072,792 Europe 1,672,489 5,767 — — — 1,678,256 Middle East 8,659,675 21,348 — — — 8,681,023 Other 557,114 522,455 — — — 1,079,569 $ 15,231,843 $ 5,825,666 $ 662,740 $ 641,745 $ 4,149,646 $ 26,511,640 Major Goods RF/Microwave Filters $ 2,245,748 $ — $ — $ — $ — $ 2,245,748 Detector logarithmic video amplifiers 558,155 — — — — 558,155 Power Supply Units 1,656,162 5,825,666 — — — 7,481,828 Power Supply Systems 1,920,594 — — — — 1,920,594 Healthcare diagnostic systems 1,711,050 — — — — 1,711,050 Defense systems 7,140,134 — — — — 7,140,134 Digital Currency Mining — — — 641,745 — 641,745 Restaurant operations — — — — 4,149,646 4,149,646 Lending activities — — 662,740 — — 662,740 $ 15,231,843 $ 5,825,666 $ 662,740 $ 641,745 $ 4,149,646 $ 26,511,640 Timing of Revenue Recognition Goods transferred at a a point in time $ 6,243,758 $ 5,825,666 $ 662,740 $ 641,745 $ 4,149,646 $ 17,523,555 Services transferred over time 8,988,085 — — — — 8,988,085 $ 15,231,843 $ 5,825,666 $ 662,740 $ 641,745 $ 4,149,646 $ 26,511,640 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 Gresham Power, 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 in one year or less. The aggregate amount of the transaction price allocated to the performance obligation that is partially unsatisfied as of December 31, 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 three years. The Company will be paid in installments for this performance obligation over the next three 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. Historically, the Company used digital assets for debt reduction, capital purchases, consulting fees, data center costs and other operating expenses. Digital Farms’ operations were discontinued in the first quarter of 2020 (see note 26). 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. The restaurant operations were discontinued in the first quarter of 2020 (see note 26). Foreign Currency Translation A substantial portion of the Company’s revenues are generated in U.S. dollars (“U.S. dollar”). In addition, a substantial portion of the Company’s costs are incurred in U.S. dollars. Company management has determined that the U.S. dollar is the functional currency of the primary economic environment in which it operates. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) No. 830, Foreign Currency Matters (“ASC No. 830”). All transaction gains and losses from the re-measurement of monetary balance sheet items are reflected in the statements of operations as financial income or expenses as appropriate. The financial statements of Gresham Power and Enertec, whose functional currencies have been determined to be their local currencies, the British Pound (“GBP”) and the Israeli Shekel (“ILS”), have been translated into U.S. dollars in accordance with ASC No. 830. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statement of operations amounts have been translated using the average exchange rate in effect for the reporting period. The resulting translation adjustments are reported as other comprehensive income (loss) in the consolidated statement of comprehensive income (loss) and accumulated comprehensive income (loss) in statement of changes in stockholders' equity (deficit). Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company’s cash is maintained in checking accounts, money market funds and certificates of deposits with reputable financial institutions. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance limits. The Company has cash and cash equivalents of $288,428 and $409,945 at December 31, 2019 and 2018, respectively, in the United Kingdom (“U.K”) and $47,062 and $60,040, respectively, in Israel. The Company has not experienced any losses on deposits of cash and cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying amount of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company individually reviews all accounts receivable balances and based upon an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company estimates the allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered past-due based on its contractual terms. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. Based on an assessment as of December 31, 2019 and 2018, of the collectability of invoices, accounts receivable are presented net of an allowance for doubtful accounts of $5,000 and $5,000, respectively. Inventories Inventories are stated at the lower of cost or net realizable value. Inventory write-offs are provided to cover risks arising from slow-moving items or technological obsolescence. Cost of inventories is determined as follows: Raw materials, parts and supplies - using the “first-in, first-out” method. Work-in-progress and finished products - on the basis of direct manufacturing costs with the addition of indirect manufacturing costs. The Company periodically assesses its inventories valuation in respect of obsolete and slow-moving items by reviewing revenue forecasts and technological obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the time of the review was not expected to be sold, is written off. During the years ended December 31, 2019 and 2018, the Company did not record inventory write-offs within the cost of revenue. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation. Repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: Useful lives (in years) Computer, software and related equipment 3 - 5 Office furniture and equipment 5 - 10 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter. Goodwill The Company evaluates its goodwill for impairment in accordance with ASC 350, Intangibles – Goodwill and Other The Company tests the recorded amount of goodwill for impairment on an annual basis on December 31 of each fiscal year or more frequently if there are indicators that the carrying amount of the goodwill exceeds its carried value. At December 31, 2019, the Company had five reporting units. The Company performed a qualitative assessment and concluded that goodwill at the Company’s Coolisys and I.AM subsidiaries was impaired by a total of $746,205 based upon an assessment as of December 31, 2019. As a result of this assessment, the Company recorded an impairment of $746,205 Intangible Assets The Company acquired amortizable intangibles assets as part of three asset purchase agreements consisting of customer lists and non-compete agreements. The Company also has the trade names and trademarks associated with the acquisition of Microphase which were determined to have an indefinite life. The Companys intangible assets, net also include definite lived intangible assets, which are being amortized on a straight-line basis over their estimated useful lives as follows: Useful lives (in years) Customer list 5 - 14 Non-competition agreements 3 Domain name and other intangible assets 3 The Company reviews intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. During the years ended December 31, 2019 and 2018, the Company recorded an impairment loss of $780,692 and 700,000, respectively, as impairment indicators were noted for the periods presented in these consolidated financial statements. Long-Lived Assets The long-lived assets of the Company are reviewed for impairment in accordance with ASC No. 360, Property, Plant, and Equipment Warranty The Company offers a warranty period for all its manufactured products. Warranty periods range from one to two years depending on the product. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company's warranty liability include the number of units sold, historical rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amount, as necessary. As of December 31, 2019 and 2018, the Company’s accrued warranty liability was $80,412 and $86,495, respectively. Income Taxes The Company determines its income taxes under the asset and liability method in accordance with FASB ASC No. 740, Income Taxes The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25 . Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies common stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company determined that certain freestanding derivatives, which principally consist of issuance of warrants to purchase shares of common stock in connection with convertible notes and to employees of the Company, satisfy the criteria for classification as equity instruments as these warrants do not contain cash settlement features or variable settlement provision that cause them to not be indexed to the Company’s own stock. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC No. 718, Compensation – Stock Compensation “ASC No. 718” The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC No. 505-50, Equity Based Payments to Non-Employees Convertible Instruments The Company accounts for hybrid contracts that feature conversion options in accordance with ASC No. 815, Derivatives and Hedging Activities “ASC No. 815” Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company accounts for convertible instruments, when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, in accordance with ASC No. 470-20, Debt with Conversion and Other Options “ASC No. 470-20” Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. Cash and cash equivalents are invested in banks in the U.S., UK and Israel. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Trade receivables of the Company and its subsidiaries are mainly derived from sales to customers located primarily in the U.S., Europe and Israel. The Company performs ongoing credit evaluations of its customers and to date has not experienced any material losses. An allowance for doubtful accounts is determined with respect to those amounts that the Company and its subsidiaries have determined to be doubtful of collection. Comprehensive Income (Loss) The Company reports comprehensive loss in accordance with ASC No. 220, Comprehensive Income Fair value of Financial Instruments In accordance with ASC No. 820, Fair Value Measurements and Disclosures The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs 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 December 31, 2019 Total Level 1 Level 2 Level 3 Investments in convertible promissory note of $ 6,540,720 $ — $ — $ 6,540,720 Investments in common stock and derivative 1,569,286 238,602 $ — 1,330,684 Investment in common stock of Alzamend – a 558,938 — — 558,938 Investments in marketable equity securities 639,647 639,647 — — Investments in warrants of public companies 9,174 — — 9,174 Total Investments $ 9,317,765 $ 878,249 $ — $ 8,439,516 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. Debt Discounts The Company accounts for debt discount according to ASC No. 470-20, Debt with Conversion and Other Options 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 year ended December 31, 2019. Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consist of the following at December 31, 2019 and 2018: December 31, 2019 2018 Stock options 2,763 9,325 Warrants (1) 72,518 23,410 Convertible notes 1,252,163 24,991 Conversion of preferred stock 2,232 2,232 Total 1,329,676 59,958 (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 and Adopted 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 In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of the update. The Company adopted on January 1, 2020 and its adoption did not have any impact on the Company’s consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2019 | |
Marketable Securities [Abstract] | |
Marketable Securities | 4. Marketable Securities Marketable securities in equity securities with readily determinable market prices consisted of the following as of December 31, 2019 and 2018: Marketable equity securities at December 31, 2019 Gross unrealized Gross realized Cost gains (losses) gains (losses) Fair value Common shares $ 423,025 $ 216,622 $ — $ 639,647 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 Securities 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 losses on marketable equity securities (150,734 ) Balance at December 31, 2018 $ 178,597 Purchases of marketable equity securities 485,000 Marketable equity securities received upon warrant exercise 381 Marketable equity securities received upon conversion of preferred stock 202,145 Sales of marketable equity securities (580,721 ) Realized gains on marketable equity securities 95,340 Unrealized gains on marketable equity securities 258,905 Balance at December 31, 2019 $ 639,647 At December 31, 2019 and 2018, the Company had invested in the marketable equity securities of certain publicly traded companies. During the year ended December 31, 2019, unrealized gains of $258,905 were included in net income as a component of change in fair value of equity securities. 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 December 31, 2019 and 2018 is a Level 1 measurement based on quoted prices in an active market. At December 31, 2019 and 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. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 5. INVENTORIES At December 31, 2019 and 2018, inventories consist of: 2019 2018 Raw materials, parts and supplies $ 1,582,423 $ 2,026,839 Work-in-progress 534,937 483,706 Finished products 424,492 750,581 Total inventories $ 2,541,852 $ 3,261,126 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 6. PROPERTY AND EQUIPMENT, NET At December 31, 2019 and 2018, property and equipment consist of: 2019 2018 Cryptocurrency machines and related equipment $ 567,216 $ 9,168,928 Computer, software and related equipment 2,542,399 2,495,470 Restaurant equipment 763,275 752,103 Office furniture and equipment 441,613 287,583 Leasehold improvements 1,339,646 1,274,865 5,654,149 13,978,949 Accumulated depreciation and amortization (3,361,954 ) (4,665,650 ) Property and equipment, net $ 2,292,195 $ 9,313,299 For the years ended December 31, 2019 and 2018, depreciation expense amounted to $2,962,435 and $2,447,249, respectively. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2019 | |
Intangible Assets Net [Abstract] | |
INTANGIBLE ASSETS, NET | 7. INTANGIBLE ASSETS, NET At December 31, 2019 and 2018 intangible assets consist of: 2019 2018 Trade name and trademark $ 1,039,307 $ 1,562,332 Customer list 2,406,434 2,388,139 Non-competition agreements — 150,000 Domain name and other intangible assets 641,809 762,807 4,087,550 4,863,278 Accumulated depreciation and amortization (880,562 ) (503,480 ) Intangible assets, net $ 3,206,988 $ 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 $502,656 and $459,656, respectively, for the years ended December 31, 2019 and 2018. The customer lists are subject to amortization over their estimated useful lives, which range between 3 and 14 years. The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter. 2020 $ 315,885 2021 260,717 2022 203,442 2023 203,442 2024 203,442 Thereafter 980,753 $ 2,167,681 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill [Abstract] | |
GOODWILL | 8. GOODWILL The Company’s goodwill relates to the acquisition of a controlling interest in Microphase on June 2, 2017 and the acquisition of Enertec Systems 2001 Ltd. (“Enertec”) on May 22, 2018. |
INVESTMENTS - RELATED PARTIES
INVESTMENTS - RELATED PARTIES | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS - RELATED PARTIES | 9. INVESTMENTS – RELATED PARTIES Investments in AVLP and Alzamend Neuro, Inc. (“Alzamend”) at December 31, 2019 and 2018, are comprised of the following: December 31, 2019 2018 Investment in convertible promissory note of AVLP $ 9,595,079 $ 6,943,997 Accrued interest in convertible promissory note of AVLP 2,025,475 1,004,317 Total investment in convertible promissory note of AVLP – Gross 11,620,554 7,948,314 Less: provision for loan losses (5,079,834 ) — Less: original issue discount — (2,336,693 ) Total investment in convertible promissory note of AVLP $ 6,540,720 $ 5,611,621 Investment in derivative instruments of AVLP 1,330,684 2,230,641 Investment in common stock of AVLP 238,602 812,858 Investment in common stock of Alzamend 558,938 — Investment in derivative instruments and common stock of AVLP and $ 2,128,224 $ 3,043,499 Total investment in AVLP and Alzamend – Net $ 8,668,944 $ 8,655,120 Investment in warrants and common stock of AVLP and Alzamend $ 2,128,224 $ 3,043,499 Investment in convertible promissory note of AVLP 6,540,720 5,611,621 Total investment in AVLP and Alzamend – Net $ 8,668,944 $ 8,655,120 The following table summarizes the changes in our investments in AVLP and Alzamend during the years ended December 31, 2019 and 2018: Investment in warrants and Investment in Total common stock convertible investment of AVLP and promissory in AVLP and Alzamend note of AVLP Alzamend – Net Balance at January 1, 2018 $ 7,728,001 $ 2,332,910 $ 10,060,911 Investment in convertible promissory notes of AVLP — 1,671,936 1,671,936 Payment of convertible promissory notes of AVLP — (1,107,500 ) (1,107,500 ) Investment in common stock of AVLP 417,169 — 417,169 Fair value of warrants issued by AVLP 2,255,341 — 2,255,341 Unrealized loss in warrants of AVLP (6,926,293 ) — (6,926,293 ) Unrealized loss in common stock of AVLP (430,719 ) — (430,719 ) Accretion of discount — 2,034,358 2,034,358 Accrued Interest — 679,917 679,917 Balance at December 31, 2018 $ 3,043,499 $ 5,611,621 $ 8,655,120 Investment in convertible promissory notes of AVLP — 1,600,164 1,600,164 Investment in common stock of AVLP and Alzamend 261,132 — 261,132 Fair value of derivative instruments issued by AVLP 1,050,918 — 1,050,918 Unrealized loss in derivative instruments of AVLP (1,950,875 ) — (1,950,875 ) Unrealized loss in common stock of AVLP and Alzamend (276,450 ) — (276,450 ) Provision for loan losses — (4,000,000 ) (4,000,000 ) Accretion of discount — 2,307,777 2,307,777 Accrued Interest — 1,021,158 1,021,158 Balance at December 31, 2019 $ 2,128,224 $ 6,540,720 $ 8,668,944 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 AVLP common stock. At December 31, 2019, the Company has provided loans to AVLP in the principal amount $9,595,079 and, in addition to the 12% convertible promissory notes, AVLP has issued to the Company warrants to purchase 19,190,158 shares of AVLP common stock. The warrants entitle the Company to purchase up to 19,190,158 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 derivative financial instruments. At December 31, 2019 and 2018, the Company recorded a cumulative unrealized loss on its investment in warrants of AVLP of $4,364,256 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 years ended December 31, 2019 and 2018, the Company recognized, in other comprehensive loss, net unrealized loss on derivative securities of related party of $1,950,875 and $6,926,293, respectively. The Company’s investment in AVLP will be revalued on each balance sheet date. The fair value of the Company’s holdings in the AVLP warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate, which ranged between 1.42% 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 89.4% 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, primarily the value of the underlying conversion feature and current economic events, the Company concluded that an impairment existed at December 31, 2019 and determined that the fair value of the convertible promissory notes in AVLP was approximately $6,540,720. The Companys determination of fair value was based upon the present value of a future liquidity event combined with the closing price of AVLPs common stock at December 31, 2019. Based upon decreases in the closing price of the AVLPs common stock during the quarter ended March 31, 2020, the Company expects to recognize an additional impairment charge during the first quarter of 2020. Accordingly, the Company recorded a $4,000,000 provision for credit losses. Impairment assessments require significant judgments and are based on significant assumptions related to the borrowers credit risk, financial performance, expected sales, and estimated fair value of the collateral. During the years ended December 31, 2019 and 2018, the Company also acquired in the open market 91,000 shares of AVLP common stock for $53,032 and 430,942 shares of AVLP common stock for $417,169, respectively. At December 31, 2019, the closing market price of AVLP’s common stock was $0.24, 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 994,175 shares of AVLP common stock which represents 18.0% 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 the voting power conferred by its equity investment and which is 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 LIMITED PARTNERS
INVESTMENTS IN LIMITED PARTNERSHIP | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS IN LIMITED PARTNERSHIP | 10. INVESTMENTS IN LIMITED PARTNERSHIP 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”). The NY Partnership is a limited partner in the partnership that is responsible for the construction and related activities of a hotel in New York City. In connection with this transaction, the Company has agreed to finance a portion of the capital required by the NY Partnership. As of December 31, 2019, the Company had invested an aggregate of $1,869,000 in the NY Partnership and $100,000 in another real estate investment. The Company was initially required to make monthly capital contributions of $500,000 every thirty days until the Company’s commitment of $10 million was funded in full. The Company had received a waiver for its obligation to make monthly capital contributions through September 30, 2019 and on June 12, 2019, the agreement was restructured whereby DPW no longer has any further funding obligations until the hotel is open for business to the public. |
OTHER INVESTMENTS, RELATED PART
OTHER INVESTMENTS, RELATED PARTIES | 12 Months Ended |
Dec. 31, 2019 | |
Other Investments Related Parties [Abstract] | |
OTHER INVESTMENTS, RELATED PARTIES | 11. 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 amounts 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 750 shares of its common stock to WT Johnson & Sons upon the conversion of Note A and WT Johnson subsequently sold the 750 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 December 31, 2019 and 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 price. The Company will amortize its $300,000 investment over ten years, subject to a cliff vesting after five years. During the years ended December 31, 2019 and 2018, the Company recognized $30,000 in amortization expense. At December 31, 2019 and 2018, the unamortized balance of the Israeli Property was $232,500 and $262,500, respectively. 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 | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 12. ACQUISITIONS Business combinations are accounted for under the acquisition method of accounting in accordance with ASC No. 805, Business Combinations Acquisitions during 2018 Enertec Systems 2001 Ltd. On December 31, 2017, Coolisys entered into a share purchase agreement with Micronet Enertec Technologies, Inc. (“MICT”), a Delaware corporation, Enertec Management Ltd., an Israeli corporation and wholly owned subsidiary of MICT (“EML” and, together with MICT, the “Seller Parties”), and Enertec Systems 2001 Ltd. (“Enertec”), an Israeli corporation, pursuant to which Coolisys acquired Enertec (the “Acquisition”). Enertec is a manufacturer of specialized electronic systems for the military market. On May 23, 2018, Coolisys acquired Enertec for an aggregate cash purchase price of $4,850,099. I.AM, Inc. On May 23, 2018, DP Lending entered into and closed a securities purchase agreement with I.AM, David J. Krause and Deborah J. Krause. Pursuant to the securities purchase agreement, I.AM sold to DPL, 981 shares of common stock for a purchase price of $981, representing, upon the closing, 98.1% of I.AM’s outstanding common stock. I.AM owns and operates the Prep Kitchen brand restaurants located in the San Diego area. I.AM owed DP Lending $1,715,330 in outstanding principal, pursuant to a loan and security agreement, between I.AM and DP Lending, which I.AM used to acquire the restaurants. The purchase agreement provides that, as I.AM repays the outstanding loan to DP Lending in accordance with the loan agreement, DP Lending will on a pro rata basis transfer shares of common stock of I.AM to David J. Krause, up to an aggregate of 471 shares. Components of the purchase price for acquisitions completed during the year ended December 31, 2018: Enertec I. AM Accounts receivable $ 3,184,227 $ 29,319 Inventories 1,343,053 40,581 Property and equipment 648,649 700,291 Trade name and trademark 2,094,741 520,000 Domain name and other intangible assets — 90,000 Other assets 29,056 1,492 Accounts payable and accrued expenses (2,702,306 ) (103,961 ) Deferred tax liability (160,311 ) — Notes payable (4,235,725 ) — Accrued severance pay (131,811 ) — Net liabilities assumed 69,573 1,277,722 Goodwill 4,780,526 265,252 Non-controlling interest — (33,242 ) Purchase price $ 4,850,099 $ 1,509,732 The following pro forma data for the year ended December 31, 2018, summarizes the results of operations for the period indicated as if the Enertec acquisition, which closed on May 23, 2018, had been completed as of the beginning of the period presented. The pro forma data gives effect to actual operating results prior to the acquisition. These pro forma amounts do not purport to be indicative of the results that would have been obtained if the acquisition occurred as of the beginning of the period presented or that may be obtained in future periods: For the Year Ended December 31, 2018 Total Revenue $ 28,691,641 Net loss $ (35,627,242 ) Less: Net loss attributable to non-controlling interest 748,320 Net loss attributable to DPW Holdings (34,878,922 ) Preferred deemed dividends on Series B Preferred Stock (108,049 ) Net loss available to common stockholders $ (34,986,971 ) Basic and diluted net loss per common share $ (482.60 ) Basic and diluted weighted average common shares outstanding 72,498 Comprehensive Loss Loss available to common shareholders $ (34,986,971 ) Other comprehensive income (loss) Change in net foreign currency translation adjustments (377,823 ) Net unrealized loss on derivative securities of related party (8,027,746 ) Other comprehensive income (loss) (8,405,569 ) Total Comprehensive loss $ (43,392,540 ) |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 13. 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. On July 19, 2019, the Company’s stockholders approved an amendment to the 2018 Plan which increased the number of shares of the Company’s common stock that may be issued thereunder to a total of 175,000 shares. The Plans, as amended, provide for the issuance of a maximum of 184,216 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 December 31, 2019, an aggregate of 103,105 of the Company's options are still available for future grant. During the year ended December 31, 2019, the Company did not grant any options under the Plans and during the year ended December 31, 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 year ended December 31, 2018 was $513,510, which is being recognized as stock-based compensation expense over the requisite four-year service period. During the years ended December 31, 2019 and 2018, the Company also issued 69,375 and 1,979, respectively, shares of common stock to its consultants and service providers. The grant date fair value of these shares amounted to $338,619 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 year ended December 31, 2018, the Company estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted average assumptions: Year Ended December 31, 2018 Weighted average risk-free interest rate 2.41% — 2.80% Weighted average life (in years) 4.7 Volatility 124.7% — 131.7% Expected dividend yield 0% Weighted average grant-date fair value per share of $ 624.33 The options outstanding as of December 31, 2019, have been classified by exercise price, as follows: Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $480.00 - $560.00 1,169 6.14 $542.67 630 $543.72 $1,056.00 - $1,104.00 188 7.92 $1,104.00 98 $1,104.00 $1,208.00 - $1,352.00 31 3.63 $1,339.20 31 $1,339.20 $480.00 - $1,352.00 1,388 6.33 $636.47 759 $648.62 Issuances outside of Plans $640.00 - $1,856.00 1,375 4.78 $827.64 313 $921.60 Total Options $480.00 - 1,856.00 2,763 5.56 $731.62 1,072 $728.26 On December 31, 2019 and 2018, there was no aggregate intrinsic value of stock options that were outstanding and exercisable. The intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the fair value of such awards as of the period-end date 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 years ended December 31, 2019 and 2018, is comprised as follows: Years Ended December 31, 2019 2018 Cost of revenues $ - $ 4,874 Engineering and product development - 13,650 Selling and marketing - 11,922 General and administrative 715,877 2,921,532 Stock-based compensation from Plans $ 715,877 $ 2,951,978 Stock-based compensation from issuances outside of Plans 868,114 1,767,287 Total Stock-based compensation $ 1,583,991 $ 4,719,265 The combination of stock-based compensation of $715,877 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 $615,095, which were issued outside of the Plans, resulted in aggregate stock-based compensation of $1,583,991 during the year ended December 31, 2019. A summary of option activity under the Company's stock option plans as of December 31, 2019 and 2018, and changes during the years 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, 2018 3,174 3,428 $ 617.20 8.80 $ 6,688 Adoption of 2018 SIP 12,500 — Restricted stock awards (1,979 ) — Granted (1,250 ) 1,250 $ 560.00 Forfeited 1 250 (275 ) $ 810.80 Exercised — (75 ) $ 1,304.00 January 1, 2019 12,695 4,328 $ 576.40 7.52 $ 0 Amendment to 2018 SIP 162,500 — Restricted stock awards (75,000 ) — Forfeited 1 2,910 (2,940 ) $ 853.47 December 31, 2019 103,105 1,388 $ 636.47 6.33 $ 0 1 As of December 31, 2019, there was $281,288 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 2.35 years. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2019 | |
Warrants | |
WARRANTS | 14. WARRANTS During the years ended December 31, 2019 and 2018, the Company issued a total of 777,822 warrants at an average exercise price of $30.55 per share. Warrant issuances during 2018 During the year ended December 31, 2018, the Company issued a total of 18,379 warrants at an average exercise price of $868 per share. (i) On January 23, 2018, the Company issued warrants to purchase an aggregate of 781 shares of common stock at an exercise price equal to $1,760 per share of common stock in connection with the issuance of a 10% senior convertible promissory note in the aggregate principal amount of $1,250,000 (see Note 20). (ii) On January 25, 2018, the Company entered into three agreements for the Purchase and Sale of Future Receipt, pursuant to which the Company sold up to (i) $562,125 of the Company’s future receipts for a purchase price of $375,000, (ii) $337,275 in future receipts for a purchase price of $225,000 and (iii) $118,000 in future receipts for a purchase price of $100,000. Under the terms of these agreements, the Company issued warrants to purchase an aggregate of 140 shares of common stock at an exercise price of $1,800 per share of common stock and warrants to purchase 203 shares of common stock at an exercise price of $2,000 per share of common stock (see Note 18). (iii) On March 22, 2018, the Company issued warrants to purchase an aggregate of 1,563 shares of common stock at an exercise price equal to $920 per share of common stock in connection with the issuance of a promissory note in the principal amount of $2,100,000 with a term of two months, subject to the Company’s ability to prepay within one month (see Note 18) (iv) On March 23, 2018, the Company entered into a securities purchase agreement to sell and issue a 12% promissory note in the principal amount of $1,000,000 and a warrant to purchase 375 shares of common stock to an accredited investor. Since the promissory note was not paid in full on or before May 23, 2018, (v) On April 16, 2018, the Company issued warrants to purchase an aggregate of 1,243 shares of common stock at an exercise price equal to $1,040 per share of common stock in connection with the issuance of 12% secured convertible promissory notes in the aggregate principal amount of $1,722,222 (see Note 20). (vi) On April 24, 2018, the Company issued warrants to purchase 446 shares of common stock, at an exercise price of $560 per share of common stock, in connection with the Preferred Stock Purchase Agreement to purchase 25,000 shares of Series B Preferred Stock by Philou (see Note 22). (vii) On October 5, 2017, Ault & Company purchased 94 shares of the Company’s common stock at $480 per share and a warrant to purchase up to 94 shares of the Company’s common stock at $480 per share for an aggregate purchase price of $45,000. The shares and warrants were issued by the Company on May 8, 2018, the date all necessary approvals to issue the shares were received. Ault & Company is controlled by Mr. Milton Ault, the Company’s Chairman and Chief Executive Officer (see Note 22). (viii) On May 15, 2018, the Company entered into securities purchase agreements with certain investors in which it sold an aggregate of 9,614 shares of its common stock for aggregate consideration of $6,000,000. In connection with this financing, the Company issued (i) five-year warrants to purchase 2,404 shares of the Company’s Class A common stock and (ii) five-year warrants to purchase 7,211 shares of the Company’s Class A common stock. The warrants were issued at an exercise price of $752 per share of common stock (see Note 22) (ix) On May 15, 2018, the Company entered into a securities purchase agreement with an institutional investor to sell and issue a senior secured convertible promissory note with a principal face amount of $6,000,000 and (i) a five-year warrant to purchase 1,389 shares of the Company’s Class A common stock at an exercise price of $1,080 per share of Class A common stock (the “Series A Warrant”) and (ii) a five-year warrant to purchase 2,155 shares of the Company’s Class B common stock at an exercise price of $696 per share of Class A common stock (see Note 20). In connection with the financing, the Company issued the placement agent a warrant to purchase 188 shares of common stock with an exercise price of $800. Warrant issuances during 2019 During the year ended December 31, 2019, the Company issued a total of 759,443 warrants at an average exercise price of $10.28 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 22). (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 $12.00 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 (see Note 20). (iii) On July 3, 2019, the Company issued warrants to purchase an aggregate of 25,000 shares of common stock at an exercise price equal to $8.80 per share of common stock in connection with the issuance of a 12% Convertible Promissory Note in the aggregate principal amount of $1,492,000 (see Note 20). The following table summarizes information about common stock warrants outstanding at December 31, 2019: Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $ — 6,500 4.25 $ — 6,500 $ — $ 8.00 397 6.84 $ 8.00 397 $ 8.00 $ 8.80 25,000 4.50 $ 8.80 25,000 $ 8.80 $ 12.00 12,500 4.36 $ 12.00 12,500 $ 12.00 $ 19.80 15,555 4.25 $ 19.80 15,555 $ 19.80 $ 440.00 355 2.86 $ 440.00 355 $ 440.00 $ 480.00 94 3.33 $ 480.00 94 $ 480.00 $ 528.00 186 2.84 $ 528.00 186 $ 528.00 $ 560.00 2,657 2.87 $ 560.00 2,657 $ 560.00 $ 600.00 170 2.37 $ 600.00 170 $ 600.00 $ 640.00 200 2.32 $ 640.00 200 $ 640.00 $ 752.00 9,614 3.38 $ 752.00 9,614 $ 752.00 $ 800.00 350 2.94 $ 800.00 350 $ 800.00 $ 880.00 947 1.67 $ 880.00 947 $ 880.00 $ 920.00 2,126 3.24 $ 920.00 2,126 $ 920.00 $ 1,040.00 1,243 3.29 $ 1,040.00 1,243 $ 1,040.00 $ 1,760.00 781 3.06 $ 1,760.00 781 $ 1,760.00 $ 1,800.00 140 3.07 $ 1,800.00 140 $ 1,800.00 $ 2,000.00 203 3.07 $ 2,000.00 203 $ 2,000.00 $8.00 - $2,000.00 79,018 3.74 $ 206.57 79,018 $ 206.57 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 years ended December 31, 2019 and 2018: 2019 2018 Weighted average risk free interest rate 1.75% — 2.28% 2.41% — 2.94% Weighted average life (in years) 5.0 4.8 Volatility 85.5% — 87.5% 124.8% — 138.4% Expected dividend yield 0% 0% Weighted average grant-date fair value per $ 10.34 $ 629.64 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2019 | |
Other Current Liabilities | |
OTHER CURRENT LIABILITIES | 15. OTHER CURRENT LIABILITIES Other current liabilities at December 31, 2019 and 2018 consist of: 2019 2018 Accrued payroll and payroll taxes $ 1,719,429 $ 1,497,470 Warranty liability 80,412 86,495 Other accrued expenses 227,744 284,437 $ 2,027,585 $ 1,868,402 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
LEASES | 16. LEASES We have operating leases for office space and restaurant locations. Our leases have remaining lease terms of 4 months to 11 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 category as of December 31, 2019: December 31, 2019 Operating right-of-use assets $ 5,276,056 Operating lease liability - current 714,393 Operating lease liability - non-current 4,677,565 The components of lease expenses for the year ended December 31, 2019, were as follows: Year Ended December 31, 2019 Operating lease cost $ 934,766 Short-term lease cost - Variable lease cost 468,655 The following tables provides a summary of other information related to leases for the year ended December 31, 2019: December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,291,919 Right-of-use assets obtained in exchange for new operating lease liabilities $ - Weighted-average remaining lease term - operating leases 7.8 years Weighted-average discount rate - operating leases 10 % The Company determined that using a discount rate of 10% is reasonable, as this is consistent with the mortgage rates for commercial properties for the time period commensurate with the terms of the leases. Maturity of lease liabilities under our non-cancellable operating leases as of December 31, 2019, are as follows: Payments due by period 2020 $ 1,220,437 2021 1,094,515 2022 929,674 2023 943,159 2024 914,942 Thereafter 2,746,189 Total lease payments 7,848,916 Less interest (2,456,959 ) Present value of lease liabilities $ 5,391,957 |
ADVANCES ON FUTURE RECEIPTS
ADVANCES ON FUTURE RECEIPTS | 12 Months Ended |
Dec. 31, 2019 | |
Advances On Future Receipts | |
ADVANCES ON FUTURE RECEIPTS | 17. ADVANCES ON FUTURE RECEIPTS During 2018, the Company received funding as a result of entering into multiple Agreements for the Purchase and Sale of Future Receipts (the “Agreements on Future Receipts”) pursuant to which the Company sold in the aggregate $5,632,400 in future receipts for a purchase price of $4,100,000. During 2019, the Company entered into six additional Agreements on Future Receipts and sold in the aggregate $1,517,847 in future receipts of the Company for $1,017,170. Future receipts include cash, check, ACH, credit card, debit card, bank card, charge card or other form of monetary payment. The Agreements on Future Receipts have been personally guaranteed by the Company’s Chief Executive Officer and in one instance has also been guaranteed by Philou. During the years ended December 31, 2019 and 2018, based upon the difference between the amount of future receipts sold and the actual proceeds received, the Company recorded a discount in the amount of $500,677 and $1,651,193, respectively, in connection with these agreements. Under the terms of the agreements entered into during the year ended December 31, 2018, the Company also issued warrants to purchase an aggregate of 140 shares of common stock at an exercise price of $1,800 per share of common stock and warrants to purchase 203 shares of common stock at an exercise price of $2,000 per share of common stock. The Company recorded an additional discount of $258,370 based on the estimated fair value of these warrants. The Company computed the fair value of these warrants using the Black-Scholes option pricing model. These discounts were reflected as a reduction on the outstanding liability and were amortized as non-cash interest expense over the term of the agreement. During the years ended December 31, 2019 and 2018, non-cash interest expense of $495,361 and $2,489,403, respectively, was recorded from the amortization of debt discounts. The Company has defaulted on certain prior repayment obligations on these Agreements on Future Receipts but has received a forbearance on the repayment of the outstanding amount until May 5, 2020. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2019 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | 18. NOTES PAYABLE Notes Payable at December 31, 2019 and 2018, are comprised of the following. December 31, 2019 2018 Dominion June 2019 short-term promissory note $ 2,510,173 $ — 12% short-term promissory note — 1,000,000 Other short-term notes payable 1,020,199 1,033,553 12% September short-term promissory notes — 789,473 8% short-term promissory notes 318,150 1,272,600 October short-term promissory note — 565,000 Notes payable to Wells Fargo 290,560 291,988 Note payable to Dept. of Economic and Community Development 229,096 260,169 Microphase short-term promissory note — 200,000 Note payable to Power-Plus Member 13,250 13,250 Note payable to People's United Bank 16,890 18,589 Enertec Short term bank credit 1,622,337 1,586,864 Total notes payable 6,020,655 7,031,486 Less: Unamortized debt discounts (29,348 ) (151,499 ) Unamortized financing cost (3,668 ) (7,541 ) Total notes payable, net of financing cost $ 5,987,639 $ 6,872,446 Less: current portion (5,505,015 ) (6,388,787 ) Notes payable – long-term portion $ 482,624 $ 483,659 Dominion Short-Term Promissory Note On June 18, 2019, the Company entered into a securities purchase agreement with Dominion Capital, LLC, a Connecticut limited liability company (“Dominion”), to sell a 10% senior secured promissory note with a principal face amount of $2,900,000 and issue 12,500 shares of the Company’s common stock. In addition, Ault & Company has guaranteed the prompt and complete payment and performance of the obligations of the Company pursuant to this senior secured promissory note. The Dominion short-term promissory note has a principal face amount of $2,900,000 with a purchase price of $2,800,000, and bears interest at 10% per annum. Pursuant to the terms of the note, the Company was required to make six monthly amortization payments beginning on July 18, 2019. The Company did not make these payments and this note was in default at December 31, 2019. On February 10, 2020, the Dominion Short-Term Promissory Note was acquired pursuant to the terms of a Master Exchange Agreement (see note 26). 12% Short-Term Promissory Note On March 23, 2018, the Company entered into a securities purchase agreement pursuant to which it issued a 12% promissory note and warrants to purchase 563 shares of common stock to an accredited investor . Other Short-Term Notes Payable During the years ended December 31, 2019 and 2018, the Company entered into the following short-term promissory notes: (i) On June 8, 2018, the Company issued a promissory note in the aggregate principal face amount of $511,750 to an accredited investor. The promissory note included an OID of $66,750 resulting in net proceeds to the Company of $445,000 and was due and payable on July 9, 2018. At December 31, 2018, the outstanding principal balance on this note was $54,750 and During the year ended December 31, 2019, the Company paid the remaining outstanding balance of $54,750. (ii) On July 13, 2018, the Company issued a 15% promissory note in the principal amount of $176,000 to an accredited investor. This promissory note included an OID of $16,000 and debt issuance costs of $5,000, resulting in net proceeds of $155,000. At December 31, 2018, the outstanding balance on this note was $124,303. During the year ended December 31, 2019, the Company paid the remaining outstanding balance of $124,303. (iii) On August 10, 2018, DP Lending issued a 12% promissory note in the principal amount of $550,000 to an accredited investor. This promissory note included an OID of $50,000 resulting in net proceeds of $500,000. The principal and accrued interest on this note was due and payable on August 10, 2019. The principal and accrued interest on this 12% promissory note was exchanged pursuant to the terms of the July 2019 Exchange Agreement discussed below. (iv) On August 16, 2018, the Company issued an 8% promissory note in the principal amount of $225,000 to an accredited investor. This promissory note included an OID of $25,000 resulting in net proceeds of $200,000. At December 31, 2018, the outstanding balance on this note was $159,500. During the year ended December 31, 2019, the Company paid the remaining outstanding balance of $159,500. (v) On August 23, 2018, DP Lending issued a promissory note in the principal amount of $85,000 to an accredited investor. This promissory note included an OID of $10,000 resulting in net proceeds of $75,000. At December 31, 2018, the outstanding balance on this note was $85,000. During the year ended December 31, 2019, the Company made principal payments of $46,500 leaving a remaining outstanding balance of $38,500. (vi) On October 9, 2018, DP Lending issued a promissory note in the principal amount of $60,000 to an accredited investor. This promissory note included an OID of $10,000 resulting in net proceeds of $50,000. At December 31, 2018, the outstanding balance on this note was $60,000. During the year ended December 31, 2019, the Company made principal payments of $33,301 leaving a remaining outstanding balance of $26,699. (vii) On July 11, 2019, the Company entered into a non-binding term sheet with Ding Gu to sell, for a purchase price of $400,000, a 12% original issue discount promissory note with an aggregate principal face amount of $440,000. Definitive documents have not been executed and a dispute has arisen over transaction. On January 17, 2020, Mr. Gu. filed a complaint in the Supreme Court of the State of New York (see note 21 ) regarding the terms of this non-binding term sheet and those of a 4% convertible promissory note (see note 20). (viii) Between September 2019 and December 2019, DP Lending entered into a series of 12% three year term promissory notes in the aggregate amount of $155,000. (ix) During November 2019, we entered into a short term promissory note in the aggregate principal amount of $360,000. The promissory note contained an original issue discount of $60,000 resulting in net proceeds of $300,000. The interest rate on the promissory note is 12% per annum and is payable on the maturity date, February 14, 2020. 12% September short-term promissory notes During September 2018, the Company issued to institutional investors 12% term promissory notes in the principal face amount of $789,473, with an interest rate of 12% for a purchase price of $750,000. The outstanding principal face amount, plus any accrued and unpaid interest, was due by December 31, 2018. During October 2018, in accordance with the notes, the Company issued 563 shares of its common stock to the investors. The Company estimated that the grant date fair value of the shares of common stock was $151,994, which was determined from the closing price of the Company’s common stock on the dates of issuance. Since payment was not made on the specified maturity date these 12% term promissory notes were in default at December 31, 2018. During the first half of 2019, the Company made principal payments in the aggregate amount of $263,157 and on July 2, 2019, the remaining balance of the $526,316 was exchanged for a 12% convertible promissory note pursuant to the terms of an exchange agreement (see note 20). 8% short-term promissory notes 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”). The 8% Short-Term Promissory Notes contained an OID of $262,600 resulting in net proceeds to the Company of $1,010,000. In conjunction with these notes, the Company issued an aggregate of 500 shares of common stock to the investors. The Company estimated that the grant date fair value of the shares of common stock was $137,544, which was determined from the closing price of the Company’s common stock on the dates of issuance. During the year ended December 31, 2019, the Company entered into a series of exchange agreements, referred to below as the January 2019 Exchange Agreement, February 2019 Exchange Agreement and the July 2019 Exchange Agreement in which the Company exchanged the principal balance of the $954,450 for a series of 8% convertible promissory notes. Further, on February 10, 2020, the final 8% short-term promissory note in the principal amount of $318,150 was acquired pursuant to the terms of a Master Exchange Agreement (see note 26). October short-term promissory note On October 11, 2018, the Company entered into a securities purchase agreement with an institutional investor providing for the issuance of (i) a secured promissory note in the aggregate principal face amount of $565,000 due December 8, 2018, for which the Company received an aggregate of $510,000, and (ii) issued an aggregate of 500 shares of common stock to the investor. Upon maturity, the Company was required to pay $27,500 of interest. The note was not paid on the maturity date and was in default at December 31, 2018. The Company estimated that the grant date fair value of the shares of common stock was $104,430, which was determined from the closing price of the Company’s common stock on the dates of issuance. The October short-term promissory note was exchanged pursuant to the terms of the January 2019 Exchange Agreement. Notes payable to Wells Fargo At December 31, 2019 and 2018, Microphase had guaranteed the repayment of two equity lines of credit in the aggregate amount of $290,560 and $291,988, respectively, with Wells Fargo Bank, NA (“Wells Fargo”) (collectively, the “Wells Fargo Notes”). These loans originated prior to the Company’s acquisition of Microphase and Microphase was the recipient of the actual proceeds from the loans. Microphase had previously guaranteed the payment under the first Wells Fargo equity line during 2008, the proceeds of which Microphase had received from a concurrent loan from Edson Realty Inc., a related party owned real estate holding company. As of December 31, 2019, the first line of credit, which is secured by residential real estate owned by a former officer, had an outstanding balance of $210,512, with an annual interest rate of 4.00%. Microphase had guaranteed the payment under the second Wells Fargo equity line in 2014. Microphase had received working capital loans from the former CEO from funds that were drawn against the second Wells Fargo equity line. As of December 31, 2019, the second line of credit, secured by the former CEO’s principal residence, had an outstanding balance of $80,048, with an annual interest rate of 3.00%. Note payable to Dept. of Economic and Community Development In August 2016, Microphase received a $300,000 loan, of which $70,904 has been repaid, pursuant to the State of Connecticut Small Business Express Job Creation Incentive Program which is administered through the Department of Economic and Community Development (“DECD”) (the “DECD Note”). The DECD Note accrues interest at a rate of 3% per annum and is due in August 2026. Payment of principal and interest commenced in September 2017, payable in equal monthly installments over the remaining term. Microphase short-term promissory note On December 28, 2018, Microphase entered into a $200,000 Secured Promissory Note (the “Microphase Note”), whereby Microphase agreed to pay interest in an amount of 10% per annum in cash to the investor, beginning on January 15, 2019, on a monthly basis, until the Microphase Note is paid in full. The maturity date of the Microphase Note shall be the earlier of March 31, 2019, or as otherwise provided in the terms of the Microphase Note. The Microphase Note was paid from proceeds received in the April 2, 2019 public offering (see note 22). In connection with the Microphase Note, Milton C. Ault III provided a personal guarantee for the benefit of the investor. Note payable to Power-Plus Member Pursuant to the terms of the Purchase Agreement with Power-Plus, the Company entered into a two-year promissory note in the amount of $255,000 payable to the former owner as part of the purchase consideration. On October 18, 2017, for cancellation of debt, the Company entered into a subscription agreement with the former owner under which the Company sold 173 shares of common stock at $537.57 per share for an aggregate purchase price of $93,000. At December 31, 2019 and 2019, the outstanding balance on this note was $13,250. Note Payable to People's United Bank Microphase utilizes a $20,000 overdraft credit line at People’s United Bank with an annual interest rate of 15%. At December 31, 2019 and 2018, the balance of that overdraft credit line was $16,890 and $18,589, respectively. Enertec Short Term Bank Credit and Secured Promissory Note At December 31, 2019 and 2019, Enertec had short term bank credit of $1,622,337 and $1,586,864, respectively, that bears interest at prime plus 0.7% through 3.85% paid either on a monthly or weekly basis. Further, the Company has undertaken to comply with certain covenants under its bank loan. On December 28, 2018, Enertec entered into a $500,000 secured promissory note (the “Enertec Note”), whereby Enertec agreed to pay interest in an amount of 10% per annum in cash to the investor, beginning on January 15, 2019, on a monthly basis, until the Enertec Note was paid in full. The proceeds from the Enertec Note were received in January 2019. The Enertec Note was paid from proceeds received in the April 2, 2019 public offering (see note 22). In connection with the Enertec Note, Milton C. Ault III provided a personal guarantee for the benefit of the investor. Exchange Agreements January 2019 Exchange Agreement On January 23, 2019, the Company entered into an exchange agreement (the “January Exchange Agreement”) with an institutional investor 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 an institutional investor 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 one of the 8% Short-Term Promissory Notes in the aggregate principal amount of $318,150 and accrued interest of $115,734 (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 was 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. July 2019 Exchange Agreement On July 2, 2019, the Company 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) one of the 8% Short-Term Promissory Notes in the aggregate principal amount of $318,150, the Company sold to the investor a new convertible promissory note in the principal amount of $1,250,000 with an interest rate of 8% per annum and a maturity date of December 31, 2019. This note shall be convertible into shares of the Company’s common stock at conversion price of $8.80. Since the exchange provided the institutional investor with a substantive conversion feature, the debt instruments were determined to be substantially different and a loss on extinguishment of $54,465 was recognized. Other Notes Payable (a) On January 25, 2018, the Company issued two 5% promissory notes, each in the principal face amount of $2,500,000 for an aggregate debt of $5,000,000 to two institutional investors. The entire unpaid balance of the principal and accrued interest on each of the 5% promissory notes was due and payable on February 23, 2018, subject to a 30-day extension available to the Company. The proceeds from these two 5% 1,000 Antminer S9s manufactured by Bitmain Technologies, Inc. in connection with our crypto mining operations. The Company repaid the entire outstanding principal and accrued interest on the of $5,101,127 during 2018. (b) On February 20, 2018, the Company issued a promissory note in the principal face amount of $900,000 to an accredited investor. This promissory note included an original issue discount (“OID”) of $150,000 resulting in net proceeds of $750,000. The principal and OID on this note was due and payable on March 22, 2018. On March 23, 2018, the Company entered into a new promissory note in the principal amount of $2,100,000 for a term of two months, subject to the Company’ ability to prepay within one month. The new promissory note The Company also issued to the lender a warrant to purchase 1,563 shares of the Company’s common stock at an exercise price of $920 per share. the entire outstanding principal on the new promissory note of $2,100,000 |
NOTES PAYABLE - RELATED PARTIES
NOTES PAYABLE - RELATED PARTIES | 12 Months Ended |
Dec. 31, 2019 | |
Notes Payable [Abstract] | |
NOTES PAYABLE - RELATED PARTIES | 19. NOTES PAYABLE – RELATED PARTIES Notes Payable – Related parties at December 31, 2019 and 2018, are comprised of the following: December 31, 2019 2018 Notes payable, related parties $ 284,317 $ 308,984 Less: current portion (169,153 ) (166,925 ) Notes payable, related parties – long-term portion $ 115,164 $ 142,059 Microphase is a party to several notes payable agreements with seven of its past officers, employees and their family members. As of December 31, 2019, the aggregate outstanding balance pursuant to these notes payable agreements, inclusive of $64,604 of accrued interest, was $348,921, with annual interest rates ranging between 3.00% and 6.00%. During the year ended December 31, 2019, Microphase incurred $6,852 of interest on these notes. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2019 | |
Long-term Debt, Unclassified [Abstract] | |
CONVERTIBLE NOTES | 20. CONVERTIBLE NOTES Convertible Notes Payable at December 31, 2019 and 2018, are comprised of the following: December 31, 2019 2018 10% Convertible secured notes $ — $ 7,997,126 8% Convertible promissory note 935,772 — 12% Convertible promissory note 815,218 — 4% Convertible promissory note 660,000 — 12% July 2019 convertible promissory note 632,000 — 12% November 2019 convertible promissory note 350,000 — Total convertible notes payable 3,392,990 7,997,126 Less: Unamortized debt discounts (355,227 ) (1,189,276 ) Unamortized financing cost — (65,356 ) Total convertible notes payable, net of financing cost $ 3,037,763 $ 6,742,494 Less: current portion (2,732,990 ) (6,742,494 ) Convertible notes payable, net of financing cost – long-term portion $ 304,773 $ — 10% Convertible Secured Notes On May 15, 2018, the Company entered into a securities purchase agreement with an institutional investor 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 sale 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 10% Convertible Note and the Second 10% Convertible Note, the “10% Convertible Secured Notes”). In conjunction with the sale of the 10% convertible note, the Company issued (i) a five-year warrant to purchase 1,389 shares of the Company’s common stock at an exercise price of $1,080 per share; (ii) a five-year warrant to purchase 2,155 shares of the Company’s common stock at an exercise price of $696 per share; and (iii) 431 shares of the Company’s common stock to the institutional investor. Upon an event of default, the 10% Convertible Note was convertible into the Company’s common stock at $600 per share. Further, the Company paid the placement agent a cash fee of $300,000 and issued a warrant to purchase 188 shares of the Company’s common stock with an exercise price of $800 per share. The Company computed the fair value of the warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $1,397,389 based on the estimated fair value of the warrants. The Company estimated that the grant date fair value of the shares of common stock was $405,024, which was determined from the closing price of the Company’s common stock on the dates of issuance. In aggregate, the Company recorded debt discount in the amount of $2,169,613 based on the relative fair values of the warrants, common stock and debt issuance costs of $367,200. The fair value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 2.94% was derived from the U.S. Treasury yield curve, matching the term of the warrant, in effect at the measurement date. The volatility factor of 127.9% was determined based on the Company’s historical stock prices. The Second 10% Convertible Note was convertible into the Company’s common stock at $600 per share and resulted in the issuances of an additional 500 shares of the Company’s common stock. The Third 10% Convertible Note was convertible into 6,250 shares of the Company’s common stock at $320 per share. At the time of issuance of the Third 10% Convertible Note, the closing price of the Company’s common stock was in excess of the conversion price, resulting in a beneficial conversion feature (“BCF”). The BCF embedded in the Third 10% Convertible Note is accounted for under ASC No. 470, De Pursuant to an amendment dated as of August 31, 2018 to the 10% Convertible Note and the Second 10% Convertible Note, the Company reduced the conversion price from $600 to $320 per share. The amendment to the embedded conversion options of the 10% Convertible Note and the Second 10% Convertible Note caused a material change in the fair value of the embedded conversion options on these two notes and resulted in a loss on extinguishment of $665,346. At the time of the amendment, the closing price of the Company’s common stock was in excess of the conversion price, resulting in a BCF. The intrinsic value of the BCF was $1,131,960 on the 10% Convertible Note and $225,000 on the Second 10% Convertible Note based on the difference between the effective conversion price and the fair value of the Company’s common stock on the date of the amendment. Pursuant to the terms of an amendment dated December 7, 2018, the Company agreed that if the institutional investor elected to convert three monthly payments in the principal amount of $309,193 into shares of the Company’s common stock at the stated conversion price of $320 and the proceeds from the sale of the shares did not result in net proceeds to the investor of at least 103% of the principal, interest and penalties due, then the Company would pay the investor the difference in cash (the “True-Up Payment”). During December 2018, the Company issued to the investor 2,743 shares of its common stock at $320 per share upon the conversion of $877,793 in principal, accrued interest and penalties. During December 2018, the investor received $304,608 from the sale of the shares of common stock, which approximated the value of the shares of common stock on the date of issuance, resulting in a True-Up Payment due to the investor of $599,519. 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 of $309,193 each, at the request of the holder, would be satisfied by the issuance of shares of the Company’s common stock (“Common Stock”). The conversion price on these monthly amortization payments was reduced from $320 per share of Common Stock to a price equal to the greater of (i) $96 per share (the closing price of the Common Stock on January 9, 2019) or (ii) 80% of the lowest daily volume weighted average price (“VWAP”) in the three days prior to the date of issuance, but not to exceed $320 per share. 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. During 2019, the Company repaid the 10% Convertible Secured Notes, a portion of which was repaid through the issuance of 8,413 shares of Common Stock upon the conversion of $1,053,351 in principal and accrued interest. The institutional investor received $660,337 from the sale of these shares of Common Stock. In accordance with the January 9, 2019 amendment, the Company was 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. 8% Convertible Promissory Note On November 15, 2019, the Company entered into an exchange agreement with a lender pursuant to which the Company issued to the lender a convertible promissory note in the principal amount of $935,772 with an interest rate of 8% per annum, in exchange for two promissory notes (i) in the original principal amount of $575,000 issued on May 10, 2019, and (ii) in the original principal amount of $230,000 issued on May 21, 2019 held by the lender. The 8% convertible promissory note is convertible into shares of the Company’s common stock at conversion price of $1.80. Since the exchange provided the lender with a substantive conversion feature, the debt instruments were determined to be substantially different and a loss on extinguishment of $27,151 was recognized. 12% Convertible Promissory Note On July 2, 2019, the Company entered into an exchange agreement with an institutional investor pursuant to which, in exchange for a term promissory note issued by the Company to the investor on September 21, 2018, in the principal face amount of $526,316, the Company 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. This note was convertible into shares of Common Stock at a 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. Since the exchange provided the institutional investor with a substantive conversion feature, the debt instruments were determined to be substantially different and a loss on extinguishment of $36,999 was recognized. Further, at the time of issuance of the 12% Convertible Note, the closing price of the Company’s common stock was in excess of the conversion price, resulting in a BCF. At issuance, the intrinsic value of the BCF totaled $71,185, based on the difference between the effective conversion price and the fair value of the Company’s common stock at the commitment date of the transaction. During the year ended December 31, 2019, non-cash interest expense of $71,185 was recorded from the amortization of debt discounts attributed to the 12% Convertible Note. On September 26, 2019, principal and interest on the 12% Convertible Note was exchanged for a convertible promissory note in the principal amount of $815,218 with an interest rate of 12% per annum and a maturity date of December 31, 2019. This note is convertible into shares of Common Stock at a conversion price of $4.00. The Company recognized an additional loss on extinguishment of $11,647. 4% Convertible Promissory Note On May 20, 2019, the Company entered into a Securities Purchase Agreement with an investor to sell, for a purchase price of $500,000, a 4% Original Issue Discount (“OID”) Convertible Promissory Note with an aggregate principal face amount of $660,000 and a five-year warrant to purchase an aggregate of 12,500 shares of the Company’s common stock. The Company is required to make quarterly interest payments and the principal amount of the note is due on May 20, 2024. The Note is convertible into shares of the Company’s common stock at $4.00 per share. The exercise price of the Warrant is $12.00 per share. In addition, the Chief Executive Officer of the Company agreed to guarantee and act as surety for the Company’s obligation to repay the Note pursuant to a Personal Guarantee (the “Guarantee”). The Company computed the fair value of the warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $58,448 based on the estimated fair value of the warrants. At the time of issuance of the note, the closing price of the Company’s common stock was in excess of the effective conversion price, resulting in a BCF of $188,448, based on the difference between the effective conversion price and the fair value of the Company’s common stock at the commitment date of the transaction In aggregate, the Company recorded a debt discount in the amount of $406,896 based on the relative fair values of the warrants, BCF and OID. During the year ended December 31, 2019, non-cash interest expense of $51,669 was recorded from the amortization of debt discounts. The fair value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 2.18% was derived from the U.S. Treasury yield curve, matching the term of the warrant, in effect at the measurement date. The volatility factor of 87.51% was determined based on historical stock prices of similar technology companies. 12% July 2019 Convertible Promissory Note On July 3, 2019, the Company 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. This convertible promissory note is in the aggregate principal amount of $1,492,000 and bears interest at 12% per annum. The principal and all accrued and unpaid interest are due on January 22, 2020. Interest is 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. The Company computed the fair value of the warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $142,070 based on the estimated fair value of the warrants. At the time of issuance of the note, the closing price of the Company’s common stock was in excess of the effective conversion price, resulting in a BCF of $209,888, based on the difference between the effective conversion price and the fair value of the Company’s common stock at the commitment date of the transaction In aggregate, the Company recorded debt discount in the amount of $351,958 based on the relative fair values of the warrants and BCF. During the year ended December 31, 2019, non-cash interest expense of $351,958 was recorded from the amortization of debt discounts. The fair value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 1.75% was derived from the U.S. Treasury yield curve, matching the term of the warrant, in effect at the measurement date. The volatility factor of 85.47% was determined based on historical stock prices of similar technology companies. 12% November 2019 Convertible Promissory Note On November 4, 2019, the Company entered into an exchange agreement with a certain investor pursuant to which, in exchange for an original issue discount promissory note issued by the Company for the benefit of the investor on July 25, 2019, as amended, the Company sold to the investor a new convertible promissory note in the principal amount of $350,000 with an interest rate of 12% per annum. The note is convertible into shares of the Company’s common stock at conversion price of $1.20 per share, subject to adjustments. Principal and interest on this note is due on July 4, 2020. Since the exchange provided the institutional investor with a substantive conversion feature, the debt instruments were determined to be substantially different and a loss on extinguishment of $30,053 was recognized. 12% April 2018 Convertible Promissory Note On April 16, 2018, the Company entered into securities purchase agreements to sell (i) a 12% convertible note (the “12% April 2018 Convertible Promissory Note”), (ii) a five-year warrant to purchase 1,242 shares of the Company’s common stock at an exercise price of $1,040 per share; and (iii) 251 shares of the Company’s common stock to three institutional investors. Upon an event of default, the 12% April 2018 Convertible Promissory Note was convertible into common stock at $560 per share. The 12% April 2018 Convertible Promissory Note was in the principal amount of $1,722,222 and included an OID of $172,222, resulting in net proceeds to the Company of $1,550,000. The Company computed the fair value of the warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $539,360 based on the estimated fair value of the warrants. The Company estimated that the grant date fair value of the shares of common stock was $128,524, which was determined from the closing price of the Company’s common stock on the date of issuance. In aggregate, the Company recorded debt discount in the amount of $885,106 based on the relative fair values of the warrants, common stock, OID and debt issuance costs of $45,000. The fair value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 2.94% was derived from the U.S. Treasury yield curve, matching the term of the warrant, in effect at the measurement date. The volatility factor of 127.9% was determined based on the Company’s historical stock prices. Beginning on May 16, 2018, the Company was required to make six monthly cash payments in the aggregate amount of $304,259. On August 31, 2018, the Company made its final payment and in aggregate paid principal and accrued interest of $1,722,222 and $103,333, respectively, on the 12% April 2018 Convertible Promissory Note. January 2018 10% Convertible Promissory Note On January 23, 2018, we entered into a securities purchase agreement with an institutional investor to sell, for an aggregate purchase price of $1,000,000, a 10% senior convertible promissory note (the “January 2018 10% Convertible Promissory Note”) with an aggregate principal face amount of $1,250,000, a warrant to purchase an aggregate of 781 shares of our common stock and 680 shares of our common stock. The transactions contemplated by the securities purchase agreement closed on February 8, 2018. The January 2018 10% Convertible Promissory Note was convertible into 781 shares of the Company’s common stock, a conversion price of $1,600 per share. The exercise price of the warrant to purchase 781 shares of the Company’s common stock is $1,760 per share. On February 9, 2018, in addition to the 680 shares of common stock provided for pursuant to the securities purchase agreement, the Company issued to the investor an aggregate of 865 shares of the Company’s common stock upon the conversion of the entire outstanding principal and accrued interest on the January 2018 10% Convertible Promissory Note of $1,383,884 (See Note 22). |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 21. COMMITMENTS AND CONTINGENCIES Derivative Action On July 31, 2018, Ethan Young and Greg Young (collectively, “Plaintiffs”) filed a stockholder derivative complaint (the “Complaint”) in the United States District Court for the Central District of California (the “Court”) against the Company as the nominal defendant, as well as its current directors and a former director, in action captioned, 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 alleged violations of state law and breaches of fiduciary duty, unjust enrichment and gross mismanagement by the individual defendants, in connection with various transactions entered into by us. We moved to dismiss the Complaint, and on February 25, 2019, the Court granted our motion to dismiss, in its entirety, without prejudice, and also granted Plaintiffs leave to amend their Complaint. On March 11, 2019, plaintiffs filed an amended complaint asserting violations of breaches of fiduciary duties and unjust enrichment claims based on the previously pled transactions (the “Amended Complaint”). On March 25, 2019, we filed a motion to dismiss the Amended Complaint. On May 21, 2019, the Court granted in part, and denied part, our motion to dismiss the Amended Complaint. As previously announced, on February 24, 2020, the Company entered into a definitive settlement agreement (the “Settlement Agreement”) with Plaintiffs to settle the claims asserted in the Amended Complaint. On April 15, 2020, the Court issued an Order (the “Order”) approving a Motion for Preliminary Approval of Settlement in the Derivative Action. Pursuant to the terms of the Order, the Board shall adopt and/or maintain certain resolutions and amendments to the Company’s committee charters and/or bylaws, to ensure adherence to certain corporate governance policies (collectively, the “Reforms”). The Order further provides that such Reforms shall remain in effect for a period of no less than five (5) years and shall be subject to any of the following: (a) a determination by a majority of the independent directors that the Reform is no longer in the best interest of the Company, including, but not limited to, due to circumstances making the Reforms no longer applicable, feasible, or available on commercially reasonable terms, or (b) modifications which the Company reasonably believes are required by applicable law or regulation. In connection with the Settlement Agreement, the parties have agreed upon a payment of attorneys’ fees in the amount of $600,000, which sum shall be payable by our Director & Officer liability insurance. The Settlement Agreement contains no admission of wrongdoing. We have always maintained and continue to believe that neither us nor our current or former directors engaged in any wrongdoing or otherwise committed any violation of federal or state securities laws or any other laws or regulations. Although the Settlement Agreement has been approved by the Court, there can be no assurance that the settlement will be finalized and approved by the Court or that the Settlement Agreement will be properly objected to by any of our shareholders and, even if approved, whether the conditions to closing will be satisfied, and the actual outcome of this matter may differ materially from the terms of the settlement described herein. Blockchain Mining Supply and Services, Ltd. On November 28, 2018, Blockchain Mining Supply and Services, Ltd. (“Blockchain Mining”) a vendor who sold computers to our subsidiary, filed a Complaint (the “Complaint”) in the United States District Court for the Southern District of New York against us and our subsidiary, Super Crypto Mining, Inc., in an action captioned Blockchain Mining Supply and Services, Ltd. v. Super Crypto Mining, Inc. and DPW Holdings, Inc. The Complaint asserts claims for breach of contract and promissory estoppel against the us and our subsidiary arising from the subsidiary’s alleged failure to honor its obligations under the purchase agreement. The Complaint seeks monetary damages in excess of $1,388,495, plus attorneys’ fees and costs. We believe that these claims are without merit and intend to vigorously defend them. On April 13, 2020, we and our subsidiary, jointly filed a motion to dismiss the Complaint in its entirety as against us, and the promissory estoppel claim as against our subsidiary. On the same day, our subsidiary also filed a partial Answer to the Complaint in connection with the breach of contract claim. On April 29, 2020, Blockchain Mining filed an amended complaint (the “Amended Complaint”). The Amended Complaint asserts the same causes of action and seeks the same damages as the initial Complaint. On May 13, 2020, we and our subsidiary, jointly filed a motion to dismiss the Amended Complaint in its entirety as against us, and the promissory estoppel claim as against of our subsidiary. On the same day, our subsidiary also filed a partial Answer to the Amended Complaint in connection with the breach of contract claim. Based on our assessment of the facts underlying the claims, the uncertainty of litigation, and the preliminary stage of the case, we cannot reasonably estimate the potential loss or range of loss that may result from this action. Notwithstanding, we have established a reserve in the amount of the unpaid portion of the purchase agreement. An unfavorable outcome may have a material adverse effect on our business, financial condition and results of operations. Ding Gu (a/k/a Frank Gu) and Xiaodan Wang Litigation On January 17, 2020, Ding Gu (a/k/a Frank Gu) (“Gu”) and Xiaodan Wang (“Wang” and with “Gu” collectively, “Plaintiffs”), filed a Complaint (the “Complaint”) in the Supreme Court of the State of New York, County of New York against us and our Chief Executive Officer, Milton C. Ault, III, in an action captioned Ding Gu (a/k/a Frank Gu) and Xiaodan Wang v. DPW Holdings, Inc. and Milton C. Ault III (a/k/a Milton Todd Ault III a/k/a Todd Ault) The Complaint asserts causes of action for declaratory judgment, specific performance, breach of contract, conversion, attorneys’ fees, permanent injunction, enforcement of Guaranty, unjust enrichment, money had and received, and fraud arising from: (i) a series of transactions entered into between Gu and us, as well as Gu and Ault, in or about May 2019; and (ii) a term sheet entered into between Plaintiffs and DPW, in or about July 2019. The Complaint seeks, among other things, monetary damages in excess of $1,100,000, plus a decree of specific performance directing DPW to deliver unrestricted shares of DPW’s common stock to Gu, plus attorneys’ fees and costs. We believe that these claims are without merit and intend to vigorously defend them. On May 4, 2020, we and Ault, jointly filed a motion to dismiss the Complaint in its entirety, with prejudice. The motion to dismiss is returnable before the Court on June 26, 2020. Based on our assessment of the facts underlying the above claims, the uncertainty of litigation, and the preliminary stage of the case, we cannot reasonably estimate the potential loss or range of loss that may result from this action. An unfavorable outcome may have a material adverse effect on our business, financial condition and results of operations. The Company is involved in litigation arising from other matters in the ordinary course of business. We are regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving labor and employment, commercial disputes, and other matters. Such claims, suits, regulatory and government investigations, and other proceedings could result in fines, civil penalties, or other adverse consequences. Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the reasonably possible loss. We evaluate developments in our legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and make adjustments as appropriate. Significant judgment is required to determine both likelihood of there being and the estimated amount of a loss related to such matters. With respect to our other outstanding matters, based on our current knowledge, we believe that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties. Subpoena The Company received a subpoena from the SEC for the voluntary production of documents. The Company is fully cooperating with this non-public, fact-finding inquiry and Management believe that the Company has operated our business in compliance with all applicable laws. The subpoena expressly provides that the inquiry is not to be construed as an indication by the Commission or its staff that any violations of the federal securities laws have occurred, nor should it be considered a reflection upon any person, entity or security. However, there can be no assurance as to the outcome of this matter. Other Litigation Matters During the year ended December 31, 2019, several non-trade creditors of the Company commenced litigation against the Company for payment of approximately $4.0 million of debt obligations not paid according to contractual terms. The Company has since repaid approximately $3.6 million of such debt obligations and entered into settlement agreements for the remaining amount of approximately $400,000 which are included within future receipts obligations in the accompanying consolidated balance sheet at December 31, 2019. The Company also recorded an aggregate of approximately $450,000 of trade liabilities for judgments settled in favor of two trade creditors during the year ended December 31, 2019 and is currently a defendant in several other claims made by trade creditors in which the maximum loss exposure is currently estimated to be approximately $350,000. The outcome of any matters relating to unresolved trade credit obligations cannot be predicted at this time. Operating Leases In November 2012, the Company signed an operating lease agreement for the US headquarters for a period of 7 years with an option to extend for an additional 5 years. In September 2009, the Company's United Kingdom subsidiary signed an agreement for a lease in respect of the UK facility for a period of 15 years with an option to cancel the lease after 10 years in September 2019. In June 2010, the Company’s Israeli subsidiary signed an agreement for a lease in respect of the Israel facility for a period of 10 years. In addition, the Company leases 43,062 square-feet of other space domestically that includes office, engineering, laboratory, restaurant and warehouse space in both California and Connecticut. The annual base rent under these leases, payable on a monthly basis, is approximately $1,272,000 during 2019. These leases expire between May 2019 and January 2028 (see note 16). |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 22. 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 . 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. 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 December 31, 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. On December 21, 2018, the Company filed with the Delaware Secretary of State a Certificate of Elimination eliminating its previous Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock (collectively, the “Preferred Shares”) and returning them to authorized but undesignated shares of the Company’s preferred stock. None of the Preferred Shares were outstanding. Series A Preferred Stock On September 13, 2018, the Company filed a Certificate of Designations of Rights and Preferences (the “Certificate of Designations”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the 10% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”). Dividends on the Series A Preferred Stock shall accrue daily and be cumulative from, and including, the date of original issue and shall be payable monthly on the last day of each calendar month, subject to the terms and conditions set forth in the Certificate of Designations. Dividends accrue at the annual rate of 10%, which is equivalent to $2.50 per annum per share, based on the $25.00 liquidation preference from, and including, the date of original issuance to, but not including, September 30, 2023, or such other date fixed for redemption. On and after September 30, 2023, the Company may, at its option, upon not less than thirty (30) days nor more than sixty (60) days’ written notice, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share of Series A Preferred Stock, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption. In addition, upon the occurrence of a change of control, subject to certain restrictions, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice, redeem the Series A Preferred Stock, in whole or in part, within one hundred twenty (120) days after the first date on which such change of control occurred, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption. There is no mandatory redemption of the Series A Preferred Stock. Holders of the Series A Preferred Stock generally have no voting rights except as set forth in the Certificate of Designations or as otherwise required by law. The holders of Series A Preferred Stock, together with the holders of shares of every other series of Parity Stock upon which like voting rights have been conferred and are exercisable, voting together as a single class regardless of series, shall be entitled to elect two directors to the Company’s board of directors at any annual meeting of stockholders or special meeting held in place thereof. When the Series A Preferred Stock is entitled to vote, such shares are entitled to one vote per share. In any matter in which the Series A Preferred Stock may vote as a single class with any other series of Preferred Stock (as may be required by law), each share of Series A Preferred Stock shall be entitled to one vote per $25.00 of stated liquidation preference. During the years ended December 31, 2019 and 2018, the Company issued 5,606 and 1,434 shares of Series A Preferred Stock for $131,741 and $33,699, respectively. Series B Preferred Stock On March 9, 2017, the Company entered into a Preferred Stock Purchase Agreement with Philou, a related party. Pursuant to the terms of the Preferred Stock Purchase Agreement, Philou invested $1,250,000 in the Company through the purchase of 125,000 shares of Series B Preferred Stock. Each share of Series B Preferred Stock has a stated value of $10.00 per share and may be convertible at the holder’s option into shares of common stock of the Company at a conversion rate of $560 per share, subject to standard anti-dilution provisions in connection with any stock split, stock dividend, subdivision or similar reclassification of the common stock. Each share of Series B Preferred Stock shall have the right to receive dividends equal to one ten millionth (0.0000001) of earnings before interest, taxes, depreciation, amortization and stock-based compensation (“EBITDAS”) calculated for a particular calendar year. Thus, the holders of the 125,000 shares of Series B Preferred Stock will be entitled to receive dividends equal to one and a quarter percent (1.25%) in the aggregate of EBITDAS. At such time as (i) all shares of common stock issuable upon conversion of all outstanding shares of Series B Preferred Stock (the “Conversion Shares”) shall have been registered for resale pursuant to an effective Registration Statement covering such Conversion Shares, (ii) but no earlier than the twenty-fifth (25th) anniversary of the effective date, the shares of Series B Preferred Stock shall be subject to redemption in cash at the option of the Company in an amount per share equal to 120% of the greater of (a) the stated value plus all accrued and unpaid dividends, if any and (b) the fair market value of such shares of Series B Preferred Stock. On April 24, 2018, Philou purchased 25,000 shares of Series B Preferred Stock in consideration of the cancellation of short-term advances due to Philou in the aggregate amount of $250,000. In addition, Philou received warrants to purchase 446 shares of common stock at an exercise price of $560 per share of common stock. The Company determined that the estimated relative fair value of these warrants, which are classified as equity, was $141,951 using the Black-Scholes option pricing model. Since the warrants were classified as equity securities, the Company allocated the $250,000 purchase price based on the relative fair values of the Series B Preferred Stock and the warrants following the guidance in ASC No. 470, Debt As the effective conversion price of the Series B Convertible Preferred Stock on a converted basis was below the market price of the Company’s common stock on the date of issuance, it was determined that these discounts represent beneficial conversion features. During the years ended December 31, 2018, the Company valued the BCF at $108,049, based on the difference between the effective conversion price and the market price of the Company’s common stock on the date of issuance. These features are analogous to preference dividends and are recorded as a non-cash return to preferred stockholders through accumulated deficit. Series C Preferred Stock The Series C Preferred Stock, par value $0.001, has a stated value of $1,000 per share for up to a maximum issuance of 2,500 shares of Series C Preferred Stock. Each share of Preferred Stock shall become convertible after eighteen (18) months from the date of issuance into such number of fully paid and non-assessable shares of the Company’s common stock for $96 per share, subject to adjustments. The Series C Preferred Stock is mandatorily redeemable by the Company after five years from the date of issuance. Common Stock Common stock confers upon the holders the rights to receive notice to participate and vote 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. 2018 Issuances Issuance of Common Stock pursuant to the At the Market Offering On February 27, 2018, the Company entered into a sales agreement with H.C. Wainwright & Co., LLC (“HCW”) to sell shares of the Company’s common stock, having an aggregate offering price of up to $50 million from time to time, through an “at the market offering” program (the “HCW ATM Offering”) under which HCW acted as sales agent. Between February 27, 2018 and December 31, 2018, the Company had received gross proceeds of $19,022,416 through the sale of 26,552 shares of the Company’s common stock through the HCW ATM Offering. The offer and sale of the shares through the HCW ATM Offering were 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 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 HCW ATM Offering, dated February 27, 2018. The HCW ATM Offering was terminated effective September 23, 2018. In connection with the termination of the HCW ATM Offering, HCW released DPW from the right of first refusal provisions set forth in the sales agreement. In consideration for the release, the Company issued HCW 625 shares of its common stock, which have been recorded in additional paid in capital, and agreed to pay HCW a fee until February 28, 2020 of three percent of the aggregate gross proceeds received on future financings by the Company and a one percent fee of aggregate gross proceeds received on future financings by the Company’s subsidiaries. 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”). Through December 31, 2018, we had received gross proceeds of $1,637,054 through the sale of 9,303 shares of our common stock through the WDCO ATM Offering. The offer and sale of the shares through the WDCO ATM Offering were made pursuant to our then effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-222132) filed with the SEC on December 18, 2017, amended on January 8, 2018, and declared effective by the SEC on January 11, 2018, and a prospectus supplement related to the WDCO ATM Offering, dated October 15, 2018. Issuance of Common Stock for Services During the year ended December 31, 2018, the Company issued to its consultants a total 4,604 shares of its common stock with an aggregate value of $3,740,888, an average of $812.53 per share for services rendered. Issuance of Common Stock for Conversion of Debt On January 3, 2018, accrued interest of $23,250 on the 10% Convertible Notes was satisfied through the issuance of 49 shares of the Company’s common stock. On January 10, 2018, principal and accrued interest of $202,000 and $5,723, respectively, on the 12% Convertible Note was satisfied through the issuance of 472 shares of the Company’s common stock (see Note 20). On January 12, 2018, principal and accrued interest of $550,000 and $2,987, respectively, on the 5% Convertible Note was satisfied through the issuance of 1,152 shares of the Company’s common stock (see Note 20). On February 9, 2018, principal and accrued interest of $1,250,000 and $133,884, respectively, on the January 2018 10% Convertible Note was satisfied through the issuance of 865 shares of the Company’s common stock (see Note 20). During December 2018, principal and accrued interest of $18,865 and $259,408, respectively, on the 10% Convertible Note was satisfied through the issuance of 2,743 shares of the Company’s common stock (see Note 20). Issuances of Common Stock upon Exercise of Stock Options During January 2018, the Company issued a total of 75 shares of its common stock upon the cash exercise of options. These options were issued pursuant to the Company’s Plans. The Company received cash of $97,800 as a result of these option exercises. Issuances of Common Stock upon Exercise of Warrants During January 2018, the Company issued a total of 2,333 shares of its common stock upon the cash and cashless exercise of warrants to purchase an aggregate of 2,735 shares of its common stock. These warrants were issued between August 2017 and December 2017 in conjunction with various common stock and debt financings. The Company received cash of $867,166 as a result of these warrant exercises. On May 8, 2018, the Company issued 349 shares of common stock pursuant a cashless exercise of warrants issued to Divine Capital Markets, LLC, its Placement Agent (the “Placement Agent”) for the 2017 private placement of the Series C Preferred Stock and warrants. For its services, the Placement Agent received, a warrant to purchase 228 shares of the Company’s common stock at $576 per share and a second warrant to purchase 228 shares of the Company’s common stock at $800 per share. Issuances of Common Stock in connection with Convertible Notes On February 9, 2018, in conjunction with the securities purchase agreement to sell the January 2018 10% Convertible Note in the principal amount of $1,250,000 the Company issued 680 shares of restricted common stock to the institutional investor (see Note 20). On April 16, 2018, in conjunction with the securities purchase agreements to sell the 12% April 2018 Convertible Note in the principal amount of $1,722,222, the Company issued 251 shares of restricted common stock to the institutional investor (see Note 20). On May 15, 2018, in conjunction with the securities purchase agreement to sell the 10% Convertible Note in the principal amount of $6,000,000 the Company issued 431 shares of restricted common stock to the institutional investor (see Note 20). On July 2, 2018, in conjunction with the securities purchase agreement to sell the Second 10% Convertible Note in the principal amount of $1,000,000 the Company issued 500 shares of restricted common stock to the institutional investor (see Note 20). On August 16, 2018, in conjunction with the securities purchase agreements to sell secured promissory notes in the aggregate principal face amount of $1,272,600, the Company issued 500 shares of restricted common stock to the institutional investors (see Note 18). During September 2018, in conjunction with the securities purchase agreements to sell secured promissory notes in the aggregate principal face amount of $789,473, the Company issued 563 shares of restricted common stock to the institutional investors (see Note 18). On October 11, 2018, in conjunction with the securities purchase agreements to sell a secured promissory note in the aggregate principal face amount of $565,000, the Company issued 500 shares of restricted common stock to the institutional investor (see Note 18). Issuances of Common Stock upon Conversion of Series D Preferred Stock During the year ended December 31, 2018, pursuant to the conversion terms of the Series D Preferred Stock, 378,776 shares of the Series D Preferred Stock were converted into 947 shares of the Company’s common stock. Issuances of Common Stock for cash and cancellation of short-term advances On October 5, 2017, Ault & Company purchased 94 shares of the Company’s common stock at $480 per share and a warrant to purchase up to 94 shares of the Company’s common stock at $480 per share for an aggregate purchase price of $45,000. The shares and warrants were issued by the Company on May 8, 2018. Ault & Company is controlled by Mr. Milton Ault, the Company’s Chairman and Chief Executive Officer. On May 15, 2018, the Company entered into securities purchase agreements with certain investors in which the Company sold an aggregate of 9,614 shares of its common stock, 5,168 for cash and 4,446 for the cancellation of short-term advances, and five-year warrants to purchase such number of shares of common stock equal to the shares of common stock purchased by the investors. The Company received aggregate consideration of $5,999,584, consisting of cash and the cancellation of short-term advances of $3,225,000 and $2,774,584, respectively. These securities were issued pursuant to our registration statement filed with the Securities and Exchange Commission (File No. 333-222132) which became effective on January 11, 2018. 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 year ended December 31, 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 due to the attributes of the warrants, which included both cash settlement features and registration obligations. 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 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 December 31, 2019, the Company had issued a total of 771,275 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. 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 “Commission”) 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 December 31, 2019, the Company had received gross proceeds of $5,499,999 through the sale of 1,819,826 shares of the Company’s common stock from the ATM Offering. Issuance of Common Stock for Services During the year ended December 31, 2019, the Company issued to its consultants a total 69,375 shares of its common stock with an aggregate value of $338,619, an average of $4.88 per share for services rendered. Issuance of common stock for conversion of debt During the year ended December 31, 2019, principal and accrued interest of $4,238,878 and $497,417, respectively, on the Company’s debt securities was satisfied through the issuance of 370,473 shares of the Company’s common stock. Issuance of common stock in payment of accrued liability During the year ended December 31, 2019, the Company issued 66,740 shares of its common stock in satisfaction of accrued liabilities of $175,377. Treasury Stock The Company utilizes the cost method of accounting for treasury stock. The cost of reissued shares is determined under the last-in, first-out method. The Company purchased 2,750 shares for $57,748 during the year ended December 31, 2018. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 23. INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes. Significant components of the Company's deferred tax assets are as follows: 2019 2018 Deferred tax asset: Allowance for doubtful accts $ 163,123 $ 1,318 UNICAP 16,314 22,558 Obsolete Inventory 41,131 41,046 Reserves 1,641,874 1,577,415 Warrant Liability 2,330 3,351 Accrued Compensation 89,089 43,111 Deferred rent liability — 4,759 Credit carryforwards 142,484 142,484 Stock Compensation 430,274 425,603 Fixed Assets, net 1,278,863 300,240 Contribution, Carryforward 62 66 Accrued interest expense 22,414 30,822 Net operating loss carryforwards 11,602,532 6,924,325 Lease Liability 899,722 — Credit Loss 995,184 — Total deferred tax asset 17,325,396 9,517,098 Deferred tax liability: ROU assets (870,886 ) — Intangible Assets, net (209,044 ) (567,923 ) Total deferred income tax liabilities (1,079,930 ) (567,923 ) Net deferred income tax assets 16,245,466 8,949,175 Valuation allowance (16,308,197 ) (9,054,147 ) Deferred tax asset (liability), net $ (62,731 ) $ (104,972 ) At December 31, 2019, the Company had Federal net operating loss carry forwards (“NOLs”) for income tax purposes of approximately $52,884,756. Approximately $12,302,381 of NOLs generated prior to 2018 will begin to expire in 2020. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) signed in to law on March 27, 2020, provided that NOLs generated in a taxable year beginning in 2018, 2019, or 2020, may now be carried back five years and forward indefinitely. In addition, the 80% taxable income limitation is temporarily removed, allowing NOLs to fully offset net taxable income. In accordance with Section 382 of the Internal Revenue Code, the future utilization of the Company’s net operating loss to offset future taxable income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future. Management believes that such an ownership change may have occurred during 2017. The Company has estimated the Section 382 annual limitation due to this ownership change to be approximately $157,433. This has been used to reduce the amount of the net operating losses that have limited carryforward periods. At December 31, 2019, Microphase, an entity not consolidated for income tax purposes, had NOLs of approximately $12,064,563. Approximately $11,684,781 of NOLs generated prior to 2018 will begin to expire in 2020. NOLs generated in a taxable year beginning in 2018, 2019, or 2020, may be carried back five years and forward indefinitely. In accordance with Section 382 of the Internal Revenue Code, the future utilization of the Company’s net operating loss to offset future taxable income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available and due to the last five years significant losses there is substantial doubt related to the Company’s ability to utilize its deferred tax assets, the Company recorded a full valuation allowance of the deferred tax asset. For the year ended December 31, 2019, the valuation allowance has increased by $7,254,050. The 2016 and 2017 tax year remains open to examination by the Internal Revenue Service (“IRS”) and the 2016 through 2017 tax years remain open to examination by the California Franchise Tax Board (“FTB”) and the Connecticut Department of Revenue (“CDR”). The IRS, FTB and CDR have the authority to examine those tax years until the applicable statute of limitations expires and the years with net operating loss carryovers when such carryovers are used. Returns for tax year 2018 have not been filed. As of December 31, 2019, the Company’s foreign subsidiaries had accumulated losses for income tax purposes in the amount of approximately $2,220,361. All of the Company’s international accumulated losses were generated in the United Kingdom and Israel which have statutory tax rates of 19% and 7.5% respectively. These net operating losses may be carried forward and offset against taxable income in the future for an indefinite period. The net income tax benefit consists of the following: 2019 2018 Current US Federal $ — $ — US State — — Foreign — 134,017 Total current provision — 134,017 Deferred US Federal — (158,482 ) US State — — Foreign (108,293 ) (52,134 ) Total deferred benefit (108,293 ) (210,616 ) Total provision for income taxes $ (108,293 ) $ (76,599 ) The Company’s effective tax rates were 0.4% and 0.3% for the years ended December 31, 2019 and 2018, respectively. During the year ended December 31, 2019, the effective tax rate differed from the U.S. federal statutory rate primarily due to the change in the valuation allowance and the effect of changes in tax rates in future periods. The reconciliation of income tax attributable to operations computed at U.S. Federal statutory income tax rates of 21% to income tax expense is as follows: 2019 2018 Expected federal income tax benefit 21.0 % 21.0 % Beneficial conversion feature (0.6 %) (1.1 %) State taxes net of federal benefit 3.5 % 2.4 % Foreign rate differential (0.2 %) (0.3 %) Section 382 limitation — (4.9 %) Effect of change in tax rates — (1.8 %) Effect of change in valuation allowance (21.9 %) (15.1 %) Other (1.4 %) 0.1 % Income taxes provision (benefit) 0.4 % 0.3 % The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25. ASC No. 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC No. 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. To the extent that the final tax outcome of these matters is different than the amount recorded, such differences impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. ASC No. 740-10-25 also requires management to evaluate tax positions taken by the Company and recognize a liability if the Company has taken uncertain tax positions that more likely than not would not be sustained upon examination by applicable taxing authorities. Management of the Company has evaluated tax positions taken by the Company and has concluded that as of December 31, 2019 and 2018, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability that would require disclosure in the financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 24. 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, 2021, subject to the terms and conditions stated in the Loan Agreement, including that the Company having available funds to grant such credit. At December 31, 2019, the Company has provided loans to AVLP in the principal amount $9,595,079 and, in addition to the 12% convertible promissory notes, AVLP has issued to the Company warrants to purchase 19,190,158 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 December 31, 2019, the Company recorded contractual interest receivable attributed to the AVLP Loan Agreement of $2,025,475. During the years ended December 31, 2019 and 2018, the Company also acquired in the open market 91,000 shares of AVLP common stock for $53,032 and 430,942 shares of AVLP common stock for $417,169, respectively. At December 31, 2019, the Company’s investment in AVLP common stock had an unrealized loss of $507,959. 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. During the years ended December 31, 2019 and 2018, the Company recognized nil and $3,907,280, respectively, in revenues from MTIX to manufacture the Multiplex Laser Surface Enhancement (“MLSE”) plasma-laser systems. On April 12, 2019, the Company received payment of $2,676,219 for manufacturing services performed on the first MLSE system. At December 31, 2019, the Company had recorded a receivable from MTIX of $1,238,856. b. During the year ended December 31, 2019, the Company acquired 372,625 shares of common stock of Alzamend from a third party for $208,100 consisting of the cancellation of principal and interest due the Company of $181,483 and cash of $26,617. During the year ended December 31, 2019, the Company recognized an unrealized gain of $350,838 resulting from its investment in Alzamend common stock. c. During the year ended December 31, 2019, Ault & Company, Inc. (“Ault & Company”) has provided $1,335,570 in short-term advances. Ault and Company is the Manager of Philou which presently owns 125,000 shares of the Company’s Series B Preferred Stock. Mr. Ault and Mr. Horne serve as the Chief Executive Officer and Chief Financial Officer, respectively, of Ault & Company. d. On December 22, 2019, the Company entered into a securities purchase agreement with Ault & Company. Pursuant to the terms of the agreement, Ault & Company shall purchase an aggregate of 660,667 shares of the Company’s common stock for a total purchase price of $739,948, at a purchase price per share of $1.12, subject to the approval of the NYSE American. The NYSE American approved the purchase on January 15, 2020 (see Note 26). e. Ault & Company guaranteed the prompt and complete payment and performance of the Dominion short-term promissory note with a principal face amount of $2,900,000. f. On March 9, 2017, the Company entered into a preferred stock purchase agreement with Philou. Pursuant to the terms of the preferred stock purchase agreement, Philou may invest up to $5,000,000 in the Company through the purchase of Series B Preferred Stock over 36 months. Philou has purchased 125,000 shares of Series B Preferred Stock pursuant to the terms of the purchase agreement, the most recent purchase having occurred on April 24, 2018 for the purchase of 25,000 shares of Series B Preferred Stock g. Between July 6, 2017 and September 30, 2018, Milton C. Ault, III, the Company’s Chairman and Chief Executive Officer, personally guaranteed the repayment of (i) $8,218,000 from the sale of Advances on Future Receipts (ii) and $4,781,000 from the sale of the promissory notes. These personal guarantees were necessary to facilitate the consummation of these financing transactions. Mr. Ault’s payment obligations would be triggered if the Company failed to perform under these financing obligations. Our board of directors has agreed to compensate Mr. Ault for his personal guarantees. The amount of annual compensation for each of these guarantees, which will be in the form of non-cash compensation, is approximately 1.5% of the amount of the obligation. |
SEGMENT, CUSTOMERS AND GEOGRAPH
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION | 25. SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION The Company has five reportable segments as of December 31, 2019 and 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. Year ended December 31, 2019 GWW Coolisys DP Lending Digital Farms I.AM Total Revenue $ 15,231,843 $ 5,825,666 $ — $ — $ — $ 21,057,509 Revenue, cryptocurrency mining — — — 641,745 — 641,745 Revenue, restaurant — — — — 4,149,646 4,149,646 Revenue, lending activities — — $ 662,740 — — 662,740 Total revenues $ 15,231,843 $ 5,825,666 $ 662,740 $ 641,745 $ 4,149,646 $ 26,511,640 Depreciation and amortization expense $ 705,873 $ 121,618 $ — $ 2,245,676 $ 391,924 $ 3,465,091 Loss from operations $ (828,424 ) $ (1,327,259 ) $ (1,673,065 ) $ (6,939,212 ) $ (2,243,879 ) $ (13,011,839 ) Capital expenditures for segment assets, as of December 31, 2019 $ 34,899 $ 133,198 $ 21,203 $ — $ 12,060 $ 201,360 Identifiable assets as of December 31, 2019 $ 20,847,352 $ 18,901,630 $ 1,727,275 $ 487,997 $ 786,154 $ 42,750,408 Year ended December 31, 2018 GWW Coolisys DP Lending Digital Farms I.AM Eliminations Total Revenue $ 11,933,092 $ 5,829,125 $ — $ — $ — $ — $ 17,762,217 Revenue, cryptocurrency mining — — — 1,675,549 — — 1,675,549 Revenue, related party — 3,907,280 — — — — 3,907,280 Revenue, restaurant — — — — 3,462,140 — 3,462,140 Revenue, lending activities — — 347,033 — — — 347,033 Inter-segment revenues — 36,833 — — — (36,833 ) — Total revenues $ 11,933,092 $ 9,773,238 $ 347,033 $ 1,675,549 $ 3,462,140 $ (36,833 ) $ 27,154,219 Depreciation and amortization expense $ 615,503 $ 139,897 $ — $ 2,151,505 $ — $ — $ 2,906,905 Loss from operations $ (2,251,686 ) $ (2,194,809 ) $ (179,760 ) $ (6,369,138 ) $ (81,264 ) $ — $ (11,076,657 ) Capital expenditures for segment assets, as of December 31, 2018 $ 52,319 $ 41,998 $ — $ 8,891,928 $ 183,747 $ — $ 9,169,992 Identifiable assets as of December 31, 2018 $ 18,400,343 $ 19,173,587 $ 2,760,314 $ 7,018,958 $ 2,072,678 $ — $ 49,425,880 Concentration Risk: The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: For the Years Ended December 31, 2019 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 6,319,221 24 % For the Years Ended December 31, 2018 Total Revenues Percentage of by Major Total Company Customers Revenues Customer B $ 3,907,280 14 % 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 December 31, 2019, MTIX represented all the Company’s accounts and other receivable, related party. For the years ended December 31, 2019 and 2018, total revenues from external customers divided on the basis of the Company’s product lines are as follows: For the Years Ended December 31, 2019 2018 Revenues: Commercial products $ 13,103,036 $ 10,597,256 Defense products 13,408,604 16,556,963 Total revenues $ 26,511,640 $ 27,154,219 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 years ended December 31, 2019 and 2018. Other than as shown, no foreign country or region contributed materially to revenues or long-lived assets for these periods: For the Years Ended December 31, 2019 2018 Revenues: North America $ 15,072,792 $ 19,113,226 Middle East 8,681,023 5,226,075 Europe 1,678,256 1,765,991 Other 1,079,569 1,048,927 Total revenues $ 26,511,640 $ 27,154,219 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 26. SUBSEQUENT EVENTS In accordance with FASB ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2018 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. Sale of Common Stock, Related Party On December 23, 2019, the Company entered into a securities purchase agreement with Ault & Company. Pursuant to the terms of this agreement, Ault & Company agreed to purchase an aggregate of 660,667 shares of the Company’s common stock for a total purchase price of $739,948 at a purchase price per share of $1.12, subject to the approval of the NYSE American. The sale was authorized by the NYSE American on January 15, 2020. As a result, at the closing on January 15, 2020, Ault & Company became the beneficial owner of 666,945 shares of Common Stock, or up to 19.99% of the Common Stock then outstanding. Convertible Note, Related Party On February 5, 2020, (the “ Closing Date ”), the sold and issued an 8% convertible promissory note in the principal amount of $1,000,000 to Ault & Company. The principal amount of this note, plus any accrued and unpaid interest at a rate of 8% per annum, shall be due and payable on August 5, 2020. The Note shall be convertible into shares of the Company’s common stock at a conversion price of $1.45 per share, subject to the approval of the Company’s stockholders at a special meeting thereof, as required by Rule 713(a)(ii) of the NYSE Company Guide, and subsequently, authorization from the NYSE American. Master Exchange Agreement On February 10, 2020, the Company entered into a master exchange agreement (the “ Master Exchange Agreement The first exchange occurred on the date of the Master Exchange Agreement upon which the Creditor may exchange, in whole or in part, the Dominion Note for the Exchange Shares (the “Initial Exchange”) and the second exchange (the “Second Exchange” and together with the Initial Exchange, the “Exchange”) shall occur if, within sixty days after the Initial Exchange, the Company receives stockholder approval at a special meeting thereof for the Exchange of the Additional Notes for the Company’s common stock, as required by Rule 713(a)(ii) of the NYSE Company Guide, and subsequently, authorization from the NYSE American (together, the “Required Approvals”). The Exchange Agreement provides for two pricing periods, the first of which shall commence after the date on which the Creditor receives the Exchange Shares pursuant to the Initial Exchange and ending on the date that is 90 days after such receipt thereof, subject to extension as provided for in the Exchange Agreement, and the second of which shall commence on the date on which the Creditor receives the Exchange Shares pursuant to the Second Exchange and ending on the date that is 90 days after such receipt thereof, in either case, unless earlier terminated by the Creditor by written notice. The number of shares to be issued upon each Exchange will be equal to (x) the principal and accrued but unpaid interest due on the Notes being exchanged multiplied by 1.35, divided by (y) the closing bid price effective on each date of an exchange notice, provided, however, that the Company shall theretofore have obtained the Required Approvals (the “Exchange Price”). The total number of shares of the Company’s common stock to be issued to Creditor in connection with the applicable Exchange shall be adjusted on the Business Day immediately following the Pricing Period based upon the volume weighted average price (“VWAP”) of the Company’s common stock over the applicable Pricing Period (the “VWAP Shares”). VWAP Shares means the number of shares determined by dividing (x) the Exchange Amount of the applicable Exchange, multiplied by 1.1, by (y) the greater of (I) seventy-five percent (75.0%) of the VWAP of the Company’s common stock over the applicable Pricing Period, or (II) $0.30 per share. Pursuant to the Master Exchange Agreement, the Company has agreed to issue to the Creditor warrants to purchase shares of the Company’s common stock equal to (i) the amount of the Additional Notes, multiplied by 0.83, and divided by (ii) the Closing Bid Price of the Company’s common stock as of the date immediately prior to the Initial Exchange (the “Purchase Warrant”), or $1.30. The Purchase Warrant shall be exercisable, commencing on the date upon which the Company receives the Required Approvals thereof, for the exercise price of one hundred ten percent (110%) of the Closing Bid Price of the Company’s common stock as of the date immediately prior to the Initial Exchange, or $1.43. In connection therewith, the Company has agreed to file a registration statement to register the sale of the shares of common stock underlying the exercise of the Purchase Warrant by the Creditor pursuant to the Master Exchange Agreement. In the event that the Creditor does not purchase all of the Additional Notes, the Company shall have the option to acquire a portion of the Purchase Warrants from the Creditor for an aggregate price of $1.00. Between February 20 and April 2020, the Company issued to the investor an aggregate of 861,580 shares of the Company’s common stock upon the exchange of principal in the amount of $836,845. Settlement of Derivative Litigation On February 24, 2020, the Company, entered into a definitive settlement agreement (the “Settlement Agreement”) that is intended to settle the previously disclosed derivative litigation captioned 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., as the nominal defendant Under the terms of the settlement agreement, the Company’s Board of Directors (the “ Board Order Reform(s) In connection with the settlement agreement, the parties have agreed upon a payment of attorneys’ fees in the amount of $600,000 payable by the Company’s Director & Officer liability insurance. The settlement agreement contains no admission of wrongdoing. The Company has always maintained and continues to believe that it did not engage in any wrongdoing or otherwise commit any violation of federal or state securities laws or other laws. Pursuant to the settlement agreement, the Company and certain of its officers and directors will be released from the claims that were asserted or could have been asserted in the Amended Complaint by the plaintiffs therein. The settlement is subject to the implementation of certain Reforms, including, among others, (i) the resignation of a current director and the appointment of two (2) new independent directors to the Board and the Company’s three-member Nomination and Governance Committee (the “Governance Committee”), one of whom shall also be appointed to the Company’s three-member Audit Committee as an audit committee financial expert (the “Expert”) as such term is defined by the SEC, (ii) certain amendments to the Company’s bylaws setting forth the composition of its directors and requirements of an independent director, (iii) the creation of a policy for related party transactions to be administered by the Company’s Governance Committee, (iv) certain amendments to the Audit Committee Charter, (v) the adoption of a written policy protecting whistleblowers, and (vi) within six (6) months of the Order, a resolution by the Board adopting a clawback policy for accounting restatements to financial statements included in a quarterly or annual report filed with the Commission. In addition, the settlement is subject to the preliminary and final Court approval, funding of the $600,000 in cash by the Company’s insurance carrier, and other customary closing conditions. There can be no assurance that the settlement will be finalized and approved by the Court and, even if approved, whether the conditions to closing will be satisfied, and the actual outcome of this matter may differ materially from the terms of the settlement described herein. Coronavirus disease 2019 pandemic In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the World. The Company is monitoring the outbreak of COVID-19 and the related business and travel restrictions and changes to behavior intended to reduce its spread, and its impact on operations, financial position, cash flows, inventory, supply chains, customer purchasing trends, customer payments, and the industry in general, in addition to the impact on its employees. Due to the rapid development and fluidity of this situation, the magnitude and duration of the pandemic and its impact on the Company's operations and liquidity is uncertain as of the date of this report. However, the Company’s business has been disrupted and materially adversely affected by the recent outbreak of COVID-19. Consequently, the Company is relying on the order issued by the SEC on March 25, 2020, providing an additional 45 days from the original due date to file this Form 10-K. We are still assessing our business operations and system supports and the impact COVID-19 may have on our results and financial condition, but there can be no assurance that this analysis will enable us to avoid part or all of any impact from the spread of COVID-19 or its consequences, including downturns in business sentiment generally or in our sectors in particular. Our operations are located in Alameda County, CA, Orange County, CA, Fairfield County, CT, the United Kingdom, Israel and members of our senior management work in Seattle, WA and New York, NY, which is also the location of the offices of the Company’s independent auditor . , which has to an extent adversely affected their efficiency. Updates by business unit are as follows: DPW Holdings’ corporate headquarters, located in Newport Beach, CA, has begun working remotely, based on the occupancy and social distancing order from the Orange County Health Officer (http://www.ochealthinfo.com/phs/about/epidasmt/epi/dip/prevention/novel_coronavirus). The headquarters staff has tested the secure remote access systems and technology infrastructure to adjust working arrangements for its employees and believes it has adequate internal communications system and can remain operational with a remote staff. Coolisys Technologies Corp., located in Fremont, CA, has temporarily suspended operations as a result of the Alameda County Public Health Department’s order to cease all activities at facilities located within the County. Microphase Corporation, located in Shelton, CT, has developed an emergency plan to ensure that its mission critical manufacturing and logistical functions are up and running. Microphase has implemented additional steps to ensure a higher level of cleanliness in its facility. Employees at greater risk of major health issues from COVID-19, which include key members of its finance department, are not required to work on site. The crisis management team meets regularly to monitor the situation, and modifies and communicates the plan as the need arises. Once the COVID-19 crisis has passed, the team will work on transitioning Microphase back to normal operations. Gresham Power Electronics Limited, located in Salisbury, UK, temporarily suspended operations on March 19, 2020. Enertec Systems 2001 Ltd., located in Karmiel, Israel, has been granted a waiver by the Israeli government to remain open to complete key projects that impact national security. Approximately 50% of the Enertec workforce is working remotely. Discontinued Operations The Company continuously assess the composition of its business operations to ensure they are aligned with its strategic objectives and positioned to maximize growth and return to its shareholders. On March 16, 2020, to try and mitigate the spread of COVID-19, San Diego County health officials issued orders mandating that all restaurants must end dine-in services. As a result of these temporary closures and the deteriorating business conditions at both the Company’s cryptocurrency mining and restaurant businesses, the Company concluded that discontinuing these operations was ultimately in its best interest. During the first quarter of 2020, the Company discontinued the operations of Digital Farms and I. AM. Digital Farms was established to pursue a variety of digital currency and mined the top three cryptocurrencies for its own account. Paycheck Protection Program In March 2020, U.S. lawmakers agreed on the passage of a $2 trillion stimulus bill called the CARES (Coronavirus Aid, Relief, and Economic Security) Act to blunt the impact of an economic downturn set in motion by the global coronavirus pandemic. On March 27, 2020, President Trump signed the bill into law. The main driver of small business stimulus in the is contained in the Paycheck Protection Program (PPP). PPP , and collateral and personal guarantees are not required. Payments are deferred for a minimum of six months, up to one year, and there are no prepayment penalties. During April 2020, the Company received loans under the PPP in the principal amount of $715,101. The principal of the loan may be forgiven up to the total cost of payroll, mortgage interest payments, rent and utility payments made during the eight-week period after origination. In addition to meeting the size requirement (500 or fewer employees for most companies), the Company was required to demonstrate that its business had been negatively impacted by COVID-19. February 2020 Exchange Agreement On February 5, 2020 the Company entered into an exchange agreement (the “February ‘20 Exchange Agreement”) with an institutional investor pursuant to which the Company issued to the investor a 12% convertible promissory note in the principal amount of $295,000 with a conversion price of $1.45 per share of common stock and a 12% promissory note in the principal amount of $585,919. These two notes were issued upon the exchange of the 12% Convertible Note, in the principal amount of $815,218, issued on September 26, 2019 (see note 20). On February 25, 2020, the Company issued to the investor 203,448 shares of the Company’s common stock upon the conversion of principal of $295,000. Issuances of Common Stock for conversion of Debt Between January and April 2020, the Company issued 650,049 shares of its common stock pursuant to the terms of the 8% Convertible Promissory Note, in the principal face amount of $935,772, issued on November 15, 2019 (see note 20). Issuances of Common Stock for Services During March 2020, the Company issued 65,000 shares of its common stock as payment for services to its consultants. The shares were valued at $73,450, an average of $1.13 per share. Issuances of Common Stock in connection with Promissory Note On March 4, 2020, pursuant to the terms of the securities purchase agreement for the sale of the Dominion short-term promissory note, the Company issued to Dominion 12,500 shares of its common stock (see note 18). |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of DPW and its wholly-owned subsidiaries, Digital Power Corporation, Gresham Power, Enertec, DP Lending and Digital Farms and its majority-owned subsidiaries, Microphase and I.AM. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Accounting Estimates | Accounting Estimates The preparation of financial statements, in conformity with U.S. GAAP, requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include acquisition accounting, fair value of certain financial instruments, reserves for trade receivables and inventories, carrying amounts of investments, carrying amounts of digital currencies, accruals of certain liabilities including product warranties, useful lives and the recoverability of long-lived assets, impairment analysis of intangibles and goodwill, and deferred income taxes and related valuation allowance. |
Impairment of long-lived assets: | Impairment of long-lived assets: Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted expected future cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by comparing the amount by which the carrying amount of the assets to their fair value. Based on its reviews, management determined that its digital currency miners were impaired by a total of $4,315,856 based upon an assessment as of September 30, 2019, including consideration of the decline in bitcoin values which occurred throughout 2019. |
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 year ended December 31, 2019: Year ended December 31, 2019 GWW Coolisys DP Lending Digital Farms I.AM Total Primary Geographical Markets North America $ 4,342,565 $ 5,276,096 $ 662,740 $ 641,745 $ 4,149,646 $ 15,072,792 Europe 1,672,489 5,767 — — — 1,678,256 Middle East 8,659,675 21,348 — — — 8,681,023 Other 557,114 522,455 — — — 1,079,569 $ 15,231,843 $ 5,825,666 $ 662,740 $ 641,745 $ 4,149,646 $ 26,511,640 Major Goods RF/Microwave Filters $ 2,245,748 $ — $ — $ — $ — $ 2,245,748 Detector logarithmic video amplifiers 558,155 — — — — 558,155 Power Supply Units 1,656,162 5,825,666 — — — 7,481,828 Power Supply Systems 1,920,594 — — — — 1,920,594 Healthcare diagnostic systems 1,711,050 — — — — 1,711,050 Defense systems 7,140,134 — — — — 7,140,134 Digital Currency Mining — — — 641,745 — 641,745 Restaurant operations — — — — 4,149,646 4,149,646 Lending activities — — 662,740 — — 662,740 $ 15,231,843 $ 5,825,666 $ 662,740 $ 641,745 $ 4,149,646 $ 26,511,640 Timing of Revenue Recognition Goods transferred at a a point in time $ 6,243,758 $ 5,825,666 $ 662,740 $ 641,745 $ 4,149,646 $ 17,523,555 Services transferred over time 8,988,085 — — — — 8,988,085 $ 15,231,843 $ 5,825,666 $ 662,740 $ 641,745 $ 4,149,646 $ 26,511,640 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 Gresham Power, 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 in one year or less. The aggregate amount of the transaction price allocated to the performance obligation that is partially unsatisfied as of December 31, 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 three years. The Company will be paid in installments for this performance obligation over the next three 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. Historically, the Company used digital assets for debt reduction, capital purchases, consulting fees, data center costs and other operating expenses. Digital Farms’ operations were discontinued in the first quarter of 2020 (see note 26). 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. The restaurant operations were discontinued in the first quarter of 2020 (see note 26). |
Foreign Currency Translation | Foreign Currency Translation A substantial portion of the Company’s revenues are generated in U.S. dollars (“U.S. dollar”). In addition, a substantial portion of the Company’s costs are incurred in U.S. dollars. Company management has determined that the U.S. dollar is the functional currency of the primary economic environment in which it operates. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) No. 830, Foreign Currency Matters (“ASC No. 830”). All transaction gains and losses from the re-measurement of monetary balance sheet items are reflected in the statements of operations as financial income or expenses as appropriate. The financial statements of Gresham Power and Enertec, whose functional currencies have been determined to be their local currencies, the British Pound (“GBP”) and the Israeli Shekel (“ILS”), have been translated into U.S. dollars in accordance with ASC No. 830. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statement of operations amounts have been translated using the average exchange rate in effect for the reporting period. The resulting translation adjustments are reported as other comprehensive income (loss) in the consolidated statement of comprehensive income (loss) and accumulated comprehensive income (loss) in statement of changes in stockholders' equity (deficit). |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company’s cash is maintained in checking accounts, money market funds and certificates of deposits with reputable financial institutions. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance limits. The Company has cash and cash equivalents of $288,428 and $409,945 at December 31, 2019 and 2018, respectively, in the United Kingdom (“U.K”) and $47,062 and $60,040, respectively, in Israel. The Company has not experienced any losses on deposits of cash and cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying amount of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company individually reviews all accounts receivable balances and based upon an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company estimates the allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered past-due based on its contractual terms. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. Based on an assessment as of December 31, 2019 and 2018, of the collectability of invoices, accounts receivable are presented net of an allowance for doubtful accounts of $5,000 and $5,000, respectively. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Inventory write-offs are provided to cover risks arising from slow-moving items or technological obsolescence. Cost of inventories is determined as follows: Raw materials, parts and supplies - using the “first-in, first-out” method. Work-in-progress and finished products - on the basis of direct manufacturing costs with the addition of indirect manufacturing costs. The Company periodically assesses its inventories valuation in respect of obsolete and slow-moving items by reviewing revenue forecasts and technological obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the time of the review was not expected to be sold, is written off. During the years ended December 31, 2019 and 2018, the Company did not record inventory write-offs within the cost of revenue. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation. Repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: Useful lives (in years) Computer, software and related equipment 3 - 5 Office furniture and equipment 5 - 10 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter. |
Goodwill | Goodwill The Company evaluates its goodwill for impairment in accordance with ASC 350, Intangibles – Goodwill and Other The Company tests the recorded amount of goodwill for impairment on an annual basis on December 31 of each fiscal year or more frequently if there are indicators that the carrying amount of the goodwill exceeds its carried value. At December 31, 2019, the Company had five reporting units. The Company performed a qualitative assessment and concluded that goodwill at the Company’s Coolisys and I.AM subsidiaries was impaired by a total of $746,205 based upon an assessment as of December 31, 2019. As a result of this assessment, the Company recorded an impairment of $746,205 |
Intangible Assets | Intangible Assets The Company acquired amortizable intangibles assets as part of three asset purchase agreements consisting of customer lists and non-compete agreements. The Company also has the trade names and trademarks associated with the acquisition of Microphase which were determined to have an indefinite life. The Companys intangible assets, net also include definite lived intangible assets, which are being amortized on a straight-line basis over their estimated useful lives as follows: Useful lives (in years) Customer list 5 - 14 Non-competition agreements 3 Domain name and other intangible assets 3 The Company reviews intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. During the years ended December 31, 2019 and 2018, the Company recorded an impairment loss of $780,692 and 700,000, respectively, as impairment indicators were noted for the periods presented in these consolidated financial statements. |
Long-Lived Assets | Long-Lived Assets The long-lived assets of the Company are reviewed for impairment in accordance with ASC No. 360, Property, Plant, and Equipment |
Warranty | Warranty The Company offers a warranty period for all its manufactured products. Warranty periods range from one to two years depending on the product. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company's warranty liability include the number of units sold, historical rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amount, as necessary. As of December 31, 2019 and 2018, the Company’s accrued warranty liability was $80,412 and $86,495, respectively. |
Income Taxes | Income Taxes The Company determines its income taxes under the asset and liability method in accordance with FASB ASC No. 740, Income Taxes The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25 . |
Common Stock Purchase Warrants and Other Derivative Financial Instruments | Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies common stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company determined that certain freestanding derivatives, which principally consist of issuance of warrants to purchase shares of common stock in connection with convertible notes and to employees of the Company, satisfy the criteria for classification as equity instruments as these warrants do not contain cash settlement features or variable settlement provision that cause them to not be indexed to the Company’s own stock. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC No. 718, Compensation – Stock Compensation “ASC No. 718” The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC No. 505-50, Equity Based Payments to Non-Employees |
Convertible Instruments | Convertible Instruments The Company accounts for hybrid contracts that feature conversion options in accordance with ASC No. 815, Derivatives and Hedging Activities “ASC No. 815” Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company accounts for convertible instruments, when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, in accordance with ASC No. 470-20, Debt with Conversion and Other Options “ASC No. 470-20” |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. Cash and cash equivalents are invested in banks in the U.S., UK and Israel. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Trade receivables of the Company and its subsidiaries are mainly derived from sales to customers located primarily in the U.S., Europe and Israel. The Company performs ongoing credit evaluations of its customers and to date has not experienced any material losses. An allowance for doubtful accounts is determined with respect to those amounts that the Company and its subsidiaries have determined to be doubtful of collection. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company reports comprehensive loss in accordance with ASC No. 220, Comprehensive Income |
Fair value of Financial Instruments | Fair value of Financial Instruments In accordance with ASC No. 820, Fair Value Measurements and Disclosures The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs 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 December 31, 2019 Total Level 1 Level 2 Level 3 Investments in convertible promissory note of $ 6,540,720 $ — $ — $ 6,540,720 Investments in common stock and derivative 1,569,286 238,602 $ — 1,330,684 Investment in common stock of Alzamend – a 558,938 — — 558,938 Investments in marketable equity securities 639,647 639,647 — — Investments in warrants of public companies 9,174 — — 9,174 Total Investments $ 9,317,765 $ 878,249 $ — $ 8,439,516 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. |
Debt Discounts | Debt Discounts The Company accounts for debt discount according to ASC No. 470-20, Debt with Conversion and Other Options |
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 year ended December 31, 2019. Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consist of the following at December 31, 2019 and 2018: December 31, 2019 2018 Stock options 2,763 9,325 Warrants (1) 72,518 23,410 Convertible notes 1,252,163 24,991 Conversion of preferred stock 2,232 2,232 Total 1,329,676 59,958 (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 and Adopted Accounting Standards | Recently Issued and Adopted 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 In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of the update. The Company adopted ASU 2018-13 on January 1, 2020 and its adoption did not have any impact on the Company’s consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of revenue recognition | The Company’s disaggregated revenues consist of the following for the year ended December 31, 2019: Year ended December 31, 2019 GWW Coolisys DP Lending Digital Farms I.AM Total Primary Geographical Markets North America $ 4,342,565 $ 5,276,096 $ 662,740 $ 641,745 $ 4,149,646 $ 15,072,792 Europe 1,672,489 5,767 — — — 1,678,256 Middle East 8,659,675 21,348 — — — 8,681,023 Other 557,114 522,455 — — — 1,079,569 $ 15,231,843 $ 5,825,666 $ 662,740 $ 641,745 $ 4,149,646 $ 26,511,640 Major Goods RF/Microwave Filters $ 2,245,748 $ — $ — $ — $ — $ 2,245,748 Detector logarithmic video amplifiers 558,155 — — — — 558,155 Power Supply Units 1,656,162 5,825,666 — — — 7,481,828 Power Supply Systems 1,920,594 — — — — 1,920,594 Healthcare diagnostic systems 1,711,050 — — — — 1,711,050 Defense systems 7,140,134 — — — — 7,140,134 Digital Currency Mining — — — 641,745 — 641,745 Restaurant operations — — — — 4,149,646 4,149,646 Lending activities — — 662,740 — — 662,740 $ 15,231,843 $ 5,825,666 $ 662,740 $ 641,745 $ 4,149,646 $ 26,511,640 Timing of Revenue Recognition Goods transferred at a a point in time $ 6,243,758 $ 5,825,666 $ 662,740 $ 641,745 $ 4,149,646 $ 17,523,555 Services transferred over time 8,988,085 — — — — 8,988,085 $ 15,231,843 $ 5,825,666 $ 662,740 $ 641,745 $ 4,149,646 $ 26,511,640 |
Schedule of estimated useful lives, property and equipment | Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: Useful lives (in years) Computer, software and related equipment 3 - 5 Office furniture and equipment 5 - 10 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter. |
Schedule of estimated useful lives, intangible assets | The Company’s intangible assets, net also include definite lived intangible assets, which are being amortized on a straight-line basis over their estimated useful lives as follows: Useful lives (in years) Customer list 5 - 14 Non-competition agreements 3 Domain name and other intangible assets 3 |
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 December 31, 2019 Total Level 1 Level 2 Level 3 Investments in convertible promissory note of $ 6,540,720 $ — $ — $ 6,540,720 Investments in common stock and derivative 1,569,286 238,602 $ — 1,330,684 Investment in common stock of Alzamend – a 558,938 — — 558,938 Investments in marketable equity securities 639,647 639,647 — — Investments in warrants of public companies 9,174 — — 9,174 Total Investments $ 9,317,765 $ 878,249 $ — $ 8,439,516 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 |
Schedule of anti-dilutive securities | Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consist of the following at December 31, 2019 and 2018: December 31, 2019 2018 Stock options 2,763 9,325 Warrants (1) 72,518 23,410 Convertible notes 1,252,163 24,991 Conversion of preferred stock 2,232 2,232 Total 1,329,676 59,958 (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 Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Marketable Securities [Abstract] | |
Schedule of marketable securities | Marketable securities in equity securities with readily determinable market prices consisted of the following as of December 31, 2019 and 2018: Marketable equity securities at December 31, 2019 Gross unrealized Gross realized Cost gains (losses) gains (losses) Fair value Common shares $ 423,025 $ 216,622 $ — $ 639,647 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 Securities 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 losses on marketable equity securities (150,734 ) Balance at December 31, 2018 $ 178,597 Purchases of marketable equity securities 485,000 Marketable equity securities received upon warrant exercise 381 Marketable equity securities received upon conversion of preferred stock 202,145 Sales of marketable equity securities (580,721 ) Realized gains on marketable equity securities 95,340 Unrealized gains on marketable equity securities 258,905 Balance at December 31, 2019 $ 639,647 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | At December 31, 2019 and 2018, inventories consist of: 2019 2018 Raw materials, parts and supplies $ 1,582,423 $ 2,026,839 Work-in-progress 534,937 483,706 Finished products 424,492 750,581 Total inventories $ 2,541,852 $ 3,261,126 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | At December 31, 2019 and 2018, property and equipment consist of: 2019 2018 Cryptocurrency machines and related equipment $ 567,216 $ 9,168,928 Computer, software and related equipment 2,542,399 2,495,470 Restaurant equipment 763,275 752,103 Office furniture and equipment 441,613 287,583 Leasehold improvements 1,339,646 1,274,865 5,654,149 13,978,949 Accumulated depreciation and amortization (3,361,954 ) (4,665,650 ) Property and equipment, net $ 2,292,195 $ 9,313,299 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Intangible Assets Net [Abstract] | |
Schedule of intangible assets | At December 31, 2019 and 2018 intangible assets consist of: 2019 2018 Trade name and trademark $ 1,039,307 $ 1,562,332 Customer list 2,406,434 2,388,139 Non-competition agreements — 150,000 Domain name and other intangible assets 641,809 762,807 4,087,550 4,863,278 Accumulated depreciation and amortization (880,562 ) (503,480 ) Intangible assets, net $ 3,206,988 $ 4,359,798 |
Schedule of estimated amortization expense | The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter. 2020 $ 315,885 2021 260,717 2022 203,442 2023 203,442 2024 203,442 Thereafter 980,753 $ 2,167,681 |
INVESTMENTS - RELATED PARTIES (
INVESTMENTS - RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of investments | Investments in AVLP and Alzamend Neuro, Inc. (“Alzamend”) at December 31, 2019 and 2018, are comprised of the following: December 31, 2019 2018 Investment in convertible promissory note of AVLP $ 9,595,079 $ 6,943,997 Accrued interest in convertible promissory note of AVLP 2,025,475 1,004,317 Total investment in convertible promissory note of AVLP – Gross 11,620,554 7,948,314 Less: provision for loan losses (5,079,834 ) — Less: original issue discount — (2,336,693 ) Total investment in convertible promissory note of AVLP $ 6,540,720 $ 5,611,621 Investment in derivative instruments of AVLP 1,330,684 2,230,641 Investment in common stock of AVLP 238,602 812,858 Investment in common stock of Alzamend 558,938 — Investment in derivative instruments and common stock of AVLP and $ 2,128,224 $ 3,043,499 Total investment in AVLP and Alzamend – Net $ 8,668,944 $ 8,655,120 Investment in warrants and common stock of AVLP and Alzamend $ 2,128,224 $ 3,043,499 Investment in convertible promissory note of AVLP 6,540,720 5,611,621 Total investment in AVLP and Alzamend – Net $ 8,668,944 $ 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 years ended December 31, 2019 and 2018: Investment in warrants and Investment in Total common stock convertible investment of AVLP and promissory in AVLP and Alzamend note of AVLP Alzamend – Net Balance at January 1, 2018 $ 7,728,001 $ 2,332,910 $ 10,060,911 Investment in convertible promissory notes of AVLP — 1,671,936 1,671,936 Payment of convertible promissory notes of AVLP — (1,107,500 ) (1,107,500 ) Investment in common stock of AVLP 417,169 — 417,169 Fair value of warrants issued by AVLP 2,255,341 — 2,255,341 Unrealized loss in warrants of AVLP (6,926,293 ) — (6,926,293 ) Unrealized loss in common stock of AVLP (430,719 ) — (430,719 ) Accretion of discount — 2,034,358 2,034,358 Accrued Interest — 679,917 679,917 Balance at December 31, 2018 $ 3,043,499 $ 5,611,621 $ 8,655,120 Investment in convertible promissory notes of AVLP — 1,600,164 1,600,164 Investment in common stock of AVLP and Alzamend 261,132 — 261,132 Fair value of derivative instruments issued by AVLP 1,050,918 — 1,050,918 Unrealized loss in derivative instruments of AVLP (1,950,875 ) — (1,950,875 ) Unrealized loss in common stock of AVLP and Alzamend (276,450 ) — (276,450 ) Provision for loan losses — (4,000,000 ) (4,000,000 ) Accretion of discount — 2,307,777 2,307,777 Accrued Interest — 1,021,158 1,021,158 Balance at December 31, 2019 $ 2,128,224 $ 6,540,720 $ 8,668,944 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of components of the purchase price for acquisitions | Components of the purchase price for acquisitions completed during the year ended December 31, 2018: Enertec I. AM Accounts receivable $ 3,184,227 $ 29,319 Inventories 1,343,053 40,581 Property and equipment 648,649 700,291 Trade name and trademark 2,094,741 520,000 Domain name and other intangible assets — 90,000 Other assets 29,056 1,492 Accounts payable and accrued expenses (2,702,306 ) (103,961 ) Deferred tax liability (160,311 ) — Notes payable (4,235,725 ) — Accrued severance pay (131,811 ) — Net liabilities assumed 69,573 1,277,722 Goodwill 4,780,526 265,252 Non-controlling interest — (33,242 ) Purchase price $ 4,850,099 $ 1,509,732 |
Scehdule of pro forma 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 Year Ended December 31, 2018 Total Revenue $ 28,691,641 Net loss $ (35,627,242 ) Less: Net loss attributable to non-controlling interest 748,320 Net loss attributable to DPW Holdings (34,878,922 ) Preferred deemed dividends on Series B Preferred Stock (108,049 ) Net loss available to common stockholders $ (34,986,971 ) Basic and diluted net loss per common share $ (482.60 ) Basic and diluted weighted average common shares outstanding 72,498 Comprehensive Loss Loss available to common shareholders $ (34,986,971 ) Other comprehensive income (loss) Change in net foreign currency translation adjustments (377,823 ) Net unrealized loss on derivative securities of related party (8,027,746 ) Other comprehensive income (loss) (8,405,569 ) Total Comprehensive loss $ (43,392,540 ) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of weighted average assumptions | During the year ended December 31, 2018, the Company estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted average assumptions: Year Ended December 31, 2018 Weighted average risk-free interest rate 2.41% — 2.80% Weighted average life (in years) 4.7 Volatility 124.7% — 131.7% Expected dividend yield 0% Weighted average grant-date fair value per share of $ 624.33 |
Schedule of exercise price | The options outstanding as of December 31, 2019, have been classified by exercise price, as follows: Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $480.00 - $560.00 1,169 6.14 $542.67 630 $543.72 $1,056.00 - $1,104.00 188 7.92 $1,104.00 98 $1,104.00 $1,208.00 - $1,352.00 31 3.63 $1,339.20 31 $1,339.20 $480.00 - $1,352.00 1,388 6.33 $636.47 759 $648.62 Issuances outside of Plans $640.00 - $1,856.00 1,375 4.78 $827.64 313 $921.60 Total Options $480.00 - 1,856.00 2,763 5.56 $731.62 1,072 $728.26 |
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 years ended December 31, 2019 and 2018, is comprised as follows: Years Ended December 31, 2019 2018 Cost of revenues $ - $ 4,874 Engineering and product development - 13,650 Selling and marketing - 11,922 General and administrative 715,877 2,921,532 Stock-based compensation from Plans $ 715,877 $ 2,951,978 Stock-based compensation from issuances outside of Plans 868,114 1,767,287 Total Stock-based compensation $ 1,583,991 $ 4,719,265 |
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 December 31, 2019 and 2018, and changes during the years 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, 2018 3,174 3,428 $ 617.20 8.80 $ 6,688 Adoption of 2018 SIP 12,500 — Restricted stock awards (1,979 ) — Granted (1,250 ) 1,250 $ 560.00 Forfeited 1 250 (275 ) $ 810.80 Exercised — (75 ) $ 1,304.00 January 1, 2019 12,695 4,328 $ 576.40 7.52 $ 0 Amendment to 2018 SIP 162,500 — Restricted stock awards (75,000 ) — Forfeited 1 2,910 (2,940 ) $ 853.47 December 31, 2019 103,105 1,388 $ 636.47 6.33 $ 0 1 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Warrants | |
Schedule of common stock warrants outstanding | The following table summarizes information about common stock warrants outstanding at December 31, 2019: Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $ — 6,500 4.25 $ — 6,500 $ — $ 8.00 397 6.84 $ 8.00 397 $ 8.00 $ 8.80 25,000 4.50 $ 8.80 25,000 $ 8.80 $ 12.00 12,500 4.36 $ 12.00 12,500 $ 12.00 $ 19.80 15,555 4.25 $ 19.80 15,555 $ 19.80 $ 440.00 355 2.86 $ 440.00 355 $ 440.00 $ 480.00 94 3.33 $ 480.00 94 $ 480.00 $ 528.00 186 2.84 $ 528.00 186 $ 528.00 $ 560.00 2,657 2.87 $ 560.00 2,657 $ 560.00 $ 600.00 170 2.37 $ 600.00 170 $ 600.00 $ 640.00 200 2.32 $ 640.00 200 $ 640.00 $ 752.00 9,614 3.38 $ 752.00 9,614 $ 752.00 $ 800.00 350 2.94 $ 800.00 350 $ 800.00 $ 880.00 947 1.67 $ 880.00 947 $ 880.00 $ 920.00 2,126 3.24 $ 920.00 2,126 $ 920.00 $ 1,040.00 1,243 3.29 $ 1,040.00 1,243 $ 1,040.00 $ 1,760.00 781 3.06 $ 1,760.00 781 $ 1,760.00 $ 1,800.00 140 3.07 $ 1,800.00 140 $ 1,800.00 $ 2,000.00 203 3.07 $ 2,000.00 203 $ 2,000.00 $8.00 - $2,000.00 79,018 3.74 $ 206.57 79,018 $ 206.57 |
Schedule of option pricing | The Company utilized the Black-Scholes option pricing model and the assumptions used during the years ended December 31, 2019 and 2018: 2019 2018 Weighted average risk free interest rate 1.75% — 2.28% 2.41% — 2.94% Weighted average life (in years) 5.0 4.8 Volatility 85.5% — 87.5% 124.8% — 138.4% Expected dividend yield 0% 0% Weighted average grant-date fair value per $ 10.34 $ 629.64 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Current Liabilities | |
Schedule of other current liabilities | Other current liabilities at December 31, 2019 and 2018 consist of: 2019 2018 Accrued payroll and payroll taxes $ 1,719,429 $ 1,497,470 Warranty liability 80,412 86,495 Other accrued expenses 227,744 284,437 $ 2,027,585 $ 1,868,402 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of supplemental balance sheet information related to leases | The following table provides a summary of leases by balance sheet category as of December 31, 2019: December 31, 2019 Operating right-of-use assets $ 5,276,056 Operating lease liability - current 714,393 Operating lease liability - non-current 4,677,565 |
Schedule of lease expenses | The components of lease expenses for the year ended December 31, 2019, were as follows: Year Ended December 31, 2019 Operating lease cost $ 934,766 Short-term lease cost - Variable lease cost 468,655 |
Schedule of supplemental cash flow information related to leases | The following tables provides a summary of other information related to leases for the year ended December 31, 2019: December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,291,919 Right-of-use assets obtained in exchange for new operating lease liabilities $ - Weighted-average remaining lease term - operating leases 7.8 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 December 31, 2019, are as follows: Payments due by period 2020 $ 1,220,437 2021 1,094,515 2022 929,674 2023 943,159 2024 914,942 Thereafter 2,746,189 Total lease payments 7,848,916 Less interest (2,456,959 ) Present value of lease liabilities $ 5,391,957 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Payable [Abstract] | |
Schedule of notes payable | Notes Payable at December 31, 2019 and 2018, are comprised of the following. December 31, 2019 2018 Dominion June 2019 short-term promissory note $ 2,510,173 $ — 12% short-term promissory note — 1,000,000 Other short-term notes payable 1,020,199 1,033,553 12% September short-term promissory notes — 789,473 8% short-term promissory notes 318,150 1,272,600 October short-term promissory note — 565,000 Notes payable to Wells Fargo 290,560 291,988 Note payable to Dept. of Economic and Community Development 229,096 260,169 Microphase short-term promissory note — 200,000 Note payable to Power-Plus Member 13,250 13,250 Note payable to People's United Bank 16,890 18,589 Enertec Short term bank credit 1,622,337 1,586,864 Total notes payable 6,020,655 7,031,486 Less: Unamortized debt discounts (29,348 ) (151,499 ) Unamortized financing cost (3,668 ) (7,541 ) Total notes payable, net of financing cost $ 5,987,639 $ 6,872,446 Less: current portion (5,505,015 ) (6,388,787 ) Notes payable – long-term portion $ 482,624 $ 483,659 |
NOTES PAYABLE - RELATED PARTI_2
NOTES PAYABLE - RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Payable [Abstract] | |
Schedule of notes payable - related parties | Notes Payable – Related parties at December 31, 2019 and 2018, are comprised of the following: December 31, 2019 2018 Notes payable, related parties $ 284,317 $ 308,984 Less: current portion (169,153 ) (166,925 ) Notes payable, related parties – long-term portion $ 115,164 $ 142,059 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of convertible notes | Convertible Notes Payable at December 31, 2019 and 2018, are comprised of the following: December 31, 2019 2018 10% Convertible secured notes $ — $ 7,997,126 8% Convertible promissory note 935,772 — 12% Convertible promissory note 815,218 — 4% Convertible promissory note 660,000 — 12% July 2019 convertible promissory note 632,000 — 12% November 2019 convertible promissory note 350,000 — Total convertible notes payable 3,392,990 7,997,126 Less: Unamortized debt discounts (355,227 ) (1,189,276 ) Unamortized financing cost — (65,356 ) Total convertible notes payable, net of financing cost $ 3,037,763 $ 6,742,494 Less: current portion (2,732,990 ) (6,742,494 ) Convertible notes payable, net of financing cost – long-term portion $ 304,773 $ — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | Significant components of the Company's deferred tax assets are as follows: 2019 2018 Deferred tax asset: Allowance for doubtful accts $ 163,123 $ 1,318 UNICAP 16,314 22,558 Obsolete Inventory 41,131 41,046 Reserves 1,641,874 1,577,415 Warrant Liability 2,330 3,351 Accrued Compensation 89,089 43,111 Deferred rent liability — 4,759 Credit carryforwards 142,484 142,484 Stock Compensation 430,274 425,603 Fixed Assets, net 1,278,863 300,240 Contribution, Carryforward 62 66 Accrued interest expense 22,414 30,822 Net operating loss carryforwards 11,602,532 6,924,325 Lease Liability 899,722 — Credit Loss 995,184 — Total deferred tax asset 17,325,396 9,517,098 Deferred tax liability: ROU assets (870,886 ) — Intangible Assets, net (209,044 ) (567,923 ) Total deferred income tax liabilities (1,079,930 ) (567,923 ) Net deferred income tax assets 16,245,466 8,949,175 Valuation allowance (16,308,197 ) (9,054,147 ) Deferred tax asset (liability), net $ (62,731 ) $ (104,972 ) |
Schedule of net income tax benefit | The net income tax benefit consists of the following: 2019 2018 Current US Federal $ — $ — US State — — Foreign — 134,017 Total current provision — 134,017 Deferred US Federal — (158,482 ) US State — — Foreign (108,293 ) (52,134 ) Total deferred benefit (108,293 ) (210,616 ) Total provision for income taxes $ (108,293 ) $ (76,599 ) |
Schedule of reconciliation of income tax attributable to operations | The reconciliation of income tax attributable to operations computed at U.S. Federal statutory income tax rates of 21% to income tax expense is as follows: 2019 2018 Expected federal income tax benefit 21.0 % 21.0 % Beneficial conversion feature (0.6 %) (1.1 %) State taxes net of federal benefit 3.5 % 2.4 % Foreign rate differential (0.2 %) (0.3 %) Section 382 limitation — (4.9 %) Effect of change in tax rates — (1.8 %) Effect of change in valuation allowance (21.9 %) (15.1 %) Other (1.4 %) 0.1 % Income taxes provision (benefit) 0.4 % 0.3 % |
SEGMENT CUSTOMERS AND GEOGRAPHI
SEGMENT CUSTOMERS AND GEOGRAPHICAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of geographic operating segments | The following data presents the revenues, expenditures and other operating data of the Company’s geographic operating segments and presented in accordance with ASC No. 280. Year ended December 31, 2019 GWW Coolisys DP Lending Digital Farms I.AM Total Revenue $ 15,231,843 $ 5,825,666 $ — $ — $ — $ 21,057,509 Revenue, cryptocurrency mining — — — 641,745 — 641,745 Revenue, restaurant — — — — 4,149,646 4,149,646 Revenue, lending activities — — $ 662,740 — — 662,740 Total revenues $ 15,231,843 $ 5,825,666 $ 662,740 $ 641,745 $ 4,149,646 $ 26,511,640 Depreciation and amortization expense $ 705,873 $ 121,618 $ — $ 2,245,676 $ 391,924 $ 3,465,091 Loss from operations $ (828,424 ) $ (1,327,259 ) $ (1,673,065 ) $ (6,939,212 ) $ (2,243,879 ) $ (13,011,839 ) Capital expenditures for segment assets, as of December 31, 2019 $ 34,899 $ 133,198 $ 21,203 $ — $ 12,060 $ 201,360 Identifiable assets as of December 31, 2019 $ 20,847,352 $ 18,901,630 $ 1,727,275 $ 487,997 $ 786,154 $ 42,750,408 Year ended December 31, 2018 GWW Coolisys DP Lending Digital Farms I.AM Eliminations Total Revenue $ 11,933,092 $ 5,829,125 $ — $ — $ — $ — $ 17,762,217 Revenue, cryptocurrency mining — — — 1,675,549 — — 1,675,549 Revenue, related party — 3,907,280 — — — — 3,907,280 Revenue, restaurant — — — — 3,462,140 — 3,462,140 Revenue, lending activities — — 347,033 — — — 347,033 Inter-segment revenues — 36,833 — — — (36,833 ) — Total revenues $ 11,933,092 $ 9,773,238 $ 347,033 $ 1,675,549 $ 3,462,140 $ (36,833 ) $ 27,154,219 Depreciation and amortization expense $ 615,503 $ 139,897 $ — $ 2,151,505 $ — $ — $ 2,906,905 Loss from operations $ (2,251,686 ) $ (2,194,809 ) $ (179,760 ) $ (6,369,138 ) $ (81,264 ) $ — $ (11,076,657 ) Capital expenditures for segment assets, as of December 31, 2018 $ 52,319 $ 41,998 $ — $ 8,891,928 $ 183,747 $ — $ 9,169,992 Identifiable assets as of December 31, 2018 $ 18,400,343 $ 19,173,587 $ 2,760,314 $ 7,018,958 $ 2,072,678 $ — $ 49,425,880 |
Schedule of total revenues | The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: For the Years Ended December 31, 2019 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 6,319,221 24 % For the Years Ended December 31, 2018 Total Revenues Percentage of by Major Total Company Customers Revenues Customer B $ 3,907,280 14 % |
Schedule of revenues from external customers | For the years ended December 31, 2019 and 2018, total revenues from external customers divided on the basis of the Company’s product lines are as follows: For the Years Ended December 31, 2019 2018 Revenues: Commercial products $ 13,103,036 $ 10,597,256 Defense products 13,408,604 16,556,963 Total revenues $ 26,511,640 $ 27,154,219 |
Schedule of total revenues are attributed to geographic areas | The following table presents total revenues for the years ended December 31, 2019 and 2018. Other than as shown, no foreign country or region contributed materially to revenues or long-lived assets for these periods: For the Years Ended December 31, 2019 2018 Revenues: North America $ 15,072,792 $ 19,113,226 Middle East 8,681,023 5,226,075 Europe 1,678,256 1,765,991 Other 1,079,569 1,048,927 Total revenues $ 26,511,640 $ 27,154,219 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - Number | Jul. 23, 2019 | Mar. 14, 2019 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of reportable segments | 5 | ||
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 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Liquidity Going Concern And Managements Plans [Abstract] | ||||
Cash and cash equivalent | $ 488,553 | $ 902,329 | $ 1,478,147 | |
Accumulated deficit | (88,650,465) | (55,721,115) | ||
Working capital | (19,150,075) | |||
Net income (loss) attributable to parent | (32,945,828) | $ (32,982,201) | ||
Proceeds from public offering | $ 7,000,000 | 6,204,717 | ||
Promissory notes | $ 7,700,000 |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenue | $ 26,511,640 | $ 27,154,219 |
RF/Microwave Filters [Member] | ||
Total revenue | 2,245,748 | |
Detector Logarithmic Video Amplifiers [Member] | ||
Total revenue | 558,155 | |
Power Supply Units [Member] | ||
Total revenue | 7,481,828 | |
Power Supply Systems [Member] | ||
Total revenue | 1,920,594 | |
Services Transferred Over Time [Member] | ||
Total revenue | 8,988,085 | |
Healthcare Diagnostic Systems [Member] | ||
Total revenue | 1,711,050 | |
Defense Systems [Member] | ||
Total revenue | 7,140,134 | |
Digital Currency Mining [Member] | ||
Total revenue | 641,745 | |
Restaurant Operations [Member] | ||
Total revenue | 4,149,646 | |
Lending Activities [Member] | ||
Total revenue | 662,740 | |
Goods Transferred At A Point In Time [Member] | ||
Total revenue | 17,523,555 | |
GWW [Member] | ||
Total revenue | 15,231,843 | |
GWW [Member] | RF/Microwave Filters [Member] | ||
Total revenue | 2,245,748 | |
GWW [Member] | Detector Logarithmic Video Amplifiers [Member] | ||
Total revenue | 558,155 | |
GWW [Member] | Power Supply Units [Member] | ||
Total revenue | 1,656,162 | |
GWW [Member] | Power Supply Systems [Member] | ||
Total revenue | 1,920,594 | |
GWW [Member] | Services Transferred Over Time [Member] | ||
Total revenue | 8,988,085 | |
GWW [Member] | Healthcare Diagnostic Systems [Member] | ||
Total revenue | 1,711,050 | |
GWW [Member] | Defense Systems [Member] | ||
Total revenue | 7,140,134 | |
GWW [Member] | Digital Currency Mining [Member] | ||
Total revenue | ||
GWW [Member] | Restaurant Operations [Member] | ||
Total revenue | ||
GWW [Member] | Lending Activities [Member] | ||
Total revenue | ||
GWW [Member] | Goods Transferred At A Point In Time [Member] | ||
Total revenue | 6,243,758 | |
Coolisys [Member] | ||
Total revenue | 5,825,666 | |
Coolisys [Member] | RF/Microwave Filters [Member] | ||
Total revenue | ||
Coolisys [Member] | Detector Logarithmic Video Amplifiers [Member] | ||
Total revenue | ||
Coolisys [Member] | Power Supply Units [Member] | ||
Total revenue | 5,825,666 | |
Coolisys [Member] | Power Supply Systems [Member] | ||
Total revenue | ||
Coolisys [Member] | Services Transferred Over Time [Member] | ||
Total revenue | ||
Coolisys [Member] | Healthcare Diagnostic Systems [Member] | ||
Total revenue | ||
Coolisys [Member] | Defense Systems [Member] | ||
Total revenue | ||
Coolisys [Member] | Digital Currency Mining [Member] | ||
Total revenue | ||
Coolisys [Member] | Restaurant Operations [Member] | ||
Total revenue | ||
Coolisys [Member] | Lending Activities [Member] | ||
Total revenue | ||
Coolisys [Member] | Goods Transferred At A Point In Time [Member] | ||
Total revenue | 5,825,666 | |
DP Lending [Member] | ||
Total revenue | 662,740 | |
DP Lending [Member] | RF/Microwave Filters [Member] | ||
Total revenue | ||
DP Lending [Member] | Power Supply Systems [Member] | ||
Total revenue | ||
DP Lending [Member] | Services Transferred Over Time [Member] | ||
Total revenue | ||
DP Lending [Member] | Healthcare Diagnostic Systems [Member] | ||
Total revenue | ||
DP Lending [Member] | Defense Systems [Member] | ||
Total revenue | ||
DP Lending [Member] | Digital Currency Mining [Member] | ||
Total revenue | ||
DP Lending [Member] | Restaurant Operations [Member] | ||
Total revenue | ||
DP Lending [Member] | Lending Activities [Member] | ||
Total revenue | 662,740 | |
DP Lending [Member] | Goods Transferred At A Point In Time [Member] | ||
Total revenue | 662,740 | |
Digital Farms [Member] | ||
Total revenue | 641,745 | |
Digital Farms [Member] | RF/Microwave Filters [Member] | ||
Total revenue | ||
Digital Farms [Member] | Detector Logarithmic Video Amplifiers [Member] | ||
Total revenue | ||
Digital Farms [Member] | Power Supply Units [Member] | ||
Total revenue | ||
Digital Farms [Member] | Power Supply Systems [Member] | ||
Total revenue | ||
Digital Farms [Member] | Services Transferred Over Time [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 | 641,745 | |
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 | 641,745 | |
I. AM, Inc. [Member] | ||
Total revenue | 4,149,646 | |
I. AM, Inc. [Member] | RF/Microwave Filters [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Detector Logarithmic Video Amplifiers [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Power Supply Units [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Power Supply Systems [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Services Transferred Over Time [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 | 4,149,646 | |
I. AM, Inc. [Member] | Lending Activities [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Goods Transferred At A Point In Time [Member] | ||
Total revenue | 4,149,646 | |
North America [Member] | ||
Total revenue | 15,072,792 | |
North America [Member] | GWW [Member] | ||
Total revenue | 4,342,565 | |
North America [Member] | Coolisys [Member] | ||
Total revenue | 5,276,096 | |
North America [Member] | DP Lending [Member] | ||
Total revenue | 662,740 | |
North America [Member] | Digital Farms [Member] | ||
Total revenue | 641,745 | |
North America [Member] | I. AM, Inc. [Member] | ||
Total revenue | 4,149,646 | |
Europe [Member] | ||
Total revenue | 1,678,256 | |
Europe [Member] | GWW [Member] | ||
Total revenue | 1,672,489 | |
Europe [Member] | Coolisys [Member] | ||
Total revenue | 5,767 | |
Europe [Member] | DP Lending [Member] | ||
Total revenue | ||
Europe [Member] | Digital Farms [Member] | ||
Total revenue | ||
Europe [Member] | I. AM, Inc. [Member] | ||
Total revenue | ||
Middle East [Member] | ||
Total revenue | 8,681,023 | |
Middle East [Member] | GWW [Member] | ||
Total revenue | 8,659,675 | |
Middle East [Member] | Coolisys [Member] | ||
Total revenue | 21,348 | |
Middle East [Member] | DP Lending [Member] | ||
Total revenue | ||
Middle East [Member] | Digital Farms [Member] | ||
Total revenue | ||
Middle East [Member] | I. AM, Inc. [Member] | ||
Total revenue | ||
Other [Member] | ||
Total revenue | 1,079,569 | |
Other [Member] | GWW [Member] | ||
Total revenue | 557,114 | |
Other [Member] | Coolisys [Member] | ||
Total revenue | 522,455 | |
Other [Member] | DP Lending [Member] | ||
Total revenue | ||
Other [Member] | Digital Farms [Member] | ||
Total revenue | ||
Other [Member] | I. AM, Inc. [Member] | ||
Total revenue | ||
Detector Logarithmic Video Amplifiers [Member] | DP Lending [Member] | ||
Total revenue | ||
Power Supply Units [Member] | DP Lending [Member] | ||
Total revenue |
BASIS OF PRESENTATION AND SIG_5
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details1) | 12 Months Ended |
Dec. 31, 2019 | |
Leasehold improvements [Member] | |
Property, and equipment, useful life | Over the term of the lease or the life of the asset, whichever is shorter. |
Maximum [Member] | Computer Software and Related Equipment [Member] | |
Property, and equipment, useful life (Year) | 5 years |
Maximum [Member] | Office Furniture and Equipment [Member] | |
Property, and equipment, useful life (Year) | 10 years |
Minimum [Member] | Computer Software and Related Equipment [Member] | |
Property, and equipment, useful life (Year) | 3 years |
Minimum [Member] | Office Furniture and Equipment [Member] | |
Property, and equipment, useful life (Year) | 5 years |
BASIS OF PRESENTATION AND SIG_6
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 12 Months Ended |
Dec. 31, 2019 | |
Domain Name and Other Intangible Assets [Member] | |
Intangible asset, useful life | 3 years |
Non-competition agreements [Member] | |
Intangible asset, useful life | 3 years |
Minimum [Member] | |
Intangible asset, useful life | 3 years |
Minimum [Member] | Customer List [Member] | |
Intangible asset, useful life | 5 years |
Maximum [Member] | |
Intangible asset, useful life | 14 years |
Maximum [Member] | Customer List [Member] | |
Intangible asset, useful life | 14 years |
BASIS OF PRESENTATION AND SIG_7
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Available-for-sale securities | $ 6,540,720 | $ 5,611,621 |
Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 9,317,765 | 3,256,468 |
Fair Value, Measurements, Recurring [Member] | Alzamend - A Related Party [Member] | ||
Available-for-sale securities | 558,938 | |
Fair Value, Measurements, Recurring [Member] | Investment In Warrants Of Public Companies [Member] | ||
Available-for-sale securities | 9,174 | 34,372 |
Fair Value, Measurements, Recurring [Member] | Avalanche International Corp. [Member] | ||
Available-for-sale securities | 1,569,286 | 3,043,499 |
Fair Value, Measurements, Recurring [Member] | Avalanche International Corp. [Member] | Convertible Promissory Note [Member] | ||
Available-for-sale securities | 6,540,720 | |
Fair Value, Measurements, Recurring [Member] | Marketable Securities [Member] | ||
Available-for-sale securities | 639,647 | 178,597 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | ||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Alzamend - A Related Party [Member] | ||
Available-for-sale securities | ||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Investment In Warrants Of Public Companies [Member] | ||
Available-for-sale securities | ||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Avalanche International Corp. [Member] | ||
Available-for-sale securities | ||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Avalanche International Corp. [Member] | Convertible Promissory Note [Member] | ||
Available-for-sale securities | ||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Marketable Securities [Member] | ||
Available-for-sale securities | ||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 878,249 | 991,455 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | AvalancheInternationalCorp1Member | ||
Available-for-sale securities | ||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Investments in Warrants of Public Companies [Member] | ||
Available-for-sale securities | ||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Avalanche International Corp. [Member] | ||
Available-for-sale securities | 238,602 | 812,858 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Avalanche International Corp. [Member] | Convertible Promissory Note [Member] | ||
Available-for-sale securities | ||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Marketable Securities [Member] | ||
Available-for-sale securities | 639,647 | 178,597 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 8,439,516 | 2,265,013 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Alzamend - A Related Party [Member] | ||
Available-for-sale securities | 558,938 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Investment In Warrants Of Public Companies [Member] | ||
Available-for-sale securities | 9,174 | 34,372 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Avalanche International Corp. [Member] | ||
Available-for-sale securities | 1,330,684 | $ 2,230,641 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Avalanche International Corp. [Member] | Convertible Promissory Note [Member] | ||
Available-for-sale securities | 6,540,720 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Marketable Securities [Member] | ||
Available-for-sale securities |
BASIS OF PRESENTATION AND SIG_8
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 4) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Anti-dilutive securities | 1,329,676 | 59,958 | |
Preferred Stock [Member] | |||
Anti-dilutive securities | 2,232 | 2,232 | |
Stock Option [Member] | |||
Anti-dilutive securities | 2,763 | 9,325 | |
Warrant [Member] | |||
Anti-dilutive securities | [1] | 72,518 | 23,410 |
Convertible Notes [Member] | |||
Anti-dilutive securities | 1,252,163 | 24,991 | |
[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_9
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Warrant outstanding | 6,500 | ||
Revenue performance obligation | $ 48,000,000 | ||
Cash and cash equivalents | 488,553 | $ 902,329 | $ 1,478,147 |
Allowance for Doubtful Accounts Receivable | 163,123 | 1,318 | |
Amortization of debt discount | 3,709,993 | 11,191,055 | |
Impairment of property and equipment | 4,315,856 | ||
Goodwill | 8,100,947 | 8,463,070 | |
Goodwill for impairment | 746,205 | ||
Impairment loss | 780,692 | 700,000 | |
Accrued warranty liability | 80,412 | 86,495 | |
ISRAEL | |||
Cash and cash equivalents | 47,062 | 60,040 | |
UNITED KINGDOM | |||
Cash and cash equivalents | 288,428 | $ 409,945 | |
MTIX Ltd [Member] | Two MLSE Units [Member] | |||
Unit purchase price | 50,000,000 | ||
Manufacturing costs | 100,000 | ||
I. AM, Inc. [Member] | |||
Goodwill | $ 746,205 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cost | $ 1,600,164 | $ 1,244,353 | |
Common Stock [Member] | |||
Cost | 423,025 | 220,880 | |
Gross unrealized gains (losses) | 216,622 | (42,283) | |
Gross realized gains (losses) | |||
Fair value | $ 639,647 | $ 178,597 | $ 1,834,570 |
Marketable Securities (Details
Marketable Securities (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Purchases of marketable equity securities | $ 25,000 | |
Sales of marketable equity securities | (580,721) | (2,188,292) |
Realized (gains) losses on marketable equity securities | 95,340 | (175,405) |
Unrealized losses on marketable equity securities | (596,242) | |
Common Stock [Member] | ||
Balance at beginning | 178,597 | 1,834,570 |
Purchases of marketable equity securities | 485,000 | 858,458 |
Marketable equity securities received upon warrant exercise | 381 | |
Marketable equity securities received upon conversion of preferred stock | 202,145 | |
Sales of marketable equity securities | (580,721) | (2,188,292) |
Realized (gains) losses on marketable equity securities | 95,340 | (175,405) |
Unrealized losses on marketable equity securities | 258,905 | (150,734) |
Balance at end | $ 639,647 | $ 178,597 |
Marketable Securities (Detail_2
Marketable Securities (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Common Stock [Member] | |
Gross unrealized gains (losses) | $ 258,905 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials, parts and supplies | $ 1,582,423 | $ 2,026,839 |
Work-in-progress | 534,937 | 483,706 |
Finished products | 424,492 | 750,581 |
Total inventories | $ 2,541,852 | $ 3,261,126 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, plant and equipment, gross | $ 5,654,149 | $ 13,978,949 |
Accumulated depreciation and amortization | (3,361,954) | (4,665,650) |
Property and equipment, net | 2,292,195 | 9,313,299 |
Cryptocurrency Machines and Related Equipment [Member] | ||
Property, plant and equipment, gross | 567,216 | 9,168,928 |
Computer Software and Related Equipment [Member] | ||
Property, plant and equipment, gross | 2,542,399 | 2,495,470 |
Restaurant Equipment [Member] | ||
Property, plant and equipment, gross | 763,275 | 752,103 |
Office Furniture and Equipment [Member] | ||
Property, plant and equipment, gross | 441,613 | 287,583 |
Leasehold Improvements [Member] | ||
Property, plant and equipment, gross | $ 1,339,646 | $ 1,274,865 |
PROPERTY AND EQUIPMENT, NET (_2
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2,962,435 | $ 2,447,249 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Intangible assets gross | $ 4,087,550 | $ 4,863,278 |
Accumulated depreciation and amortization | (880,562) | (503,480) |
Intangible assets, net | 3,206,988 | 4,359,798 |
Trade Name and Trademark [Member] | ||
Intangible assets gross | 1,039,307 | 1,562,332 |
Customer List [Member] | ||
Intangible assets gross | 2,406,434 | 2,388,139 |
Non-competition Agreements [Member] | ||
Intangible assets gross | 150,000 | |
Domain Name and Other Intangible Assets [Member] | ||
Intangible assets gross | $ 641,809 | $ 762,807 |
INTANGIBLE ASSETS, NET (Detai_2
INTANGIBLE ASSETS, NET (Details 1) | Dec. 31, 2019USD ($) |
Intangible Assets Net [Abstract] | |
2020 | $ 315,885 |
2021 | 260,717 |
2022 | 203,442 |
2023 | 203,442 |
2024 | 203,442 |
Thereafter | 980,753 |
Estimated amortization expense | $ 2,167,681 |
INTANGIBLE ASSETS, NET (Detai_3
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Amortization of Intangible Assets | $ 502,656 | $ 459,656 |
Maximum [Member] | ||
Estimated useful lives | 14 years | |
Minimum [Member] | ||
Estimated useful lives | 3 years |
INVESTMENTS - RELATED PARTIES_2
INVESTMENTS - RELATED PARTIES (Details) - Avalanche International Corp. ("AVLP") and Alzamend Neuro, Inc. ("Alzamend") [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Investment in convertible promissory note of AVLP | $ 9,595,079 | $ 6,943,997 |
Accrued interest in convertible promissory note of AVLP | 2,025,475 | 1,004,317 |
Total investment in convertible promissory note of AVLP - Gross | 11,620,554 | 7,948,314 |
Less: provision for loan losses | (5,079,834) | |
Less: original issue discount | (2,336,693) | |
Total investment in convertible promissory note of AVLP | 6,540,720 | 5,611,621 |
Investment in derivative instruments of AVLP | 1,330,684 | 2,230,641 |
Investment in common stock of AVLP | 238,602 | 812,858 |
Investment in common stock of Alzamend | 558,938 | |
Investment in derivative instruments and common stock of AVLP and Alzamend | 2,128,224 | 3,043,499 |
Total investment in AVLP and Alzamend - Net | 8,668,944 | 8,655,120 |
Investment in warrants and common stock of AVLP and Alzamend | 2,128,224 | 3,043,499 |
Investment in convertible promissory note of AVLP | 6,540,720 | 5,611,621 |
Total investment in AVLP and Alzamend - Net | $ 8,668,944 | $ 8,655,120 |
INVESTMENTS - RELATED PARTIES_3
INVESTMENTS - RELATED PARTIES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair value of derivative instruments issued by AVLP | $ (1,124,953) | |
Avalanche International Corp. [Member] | ||
Balance at beginning | 8,655,120 | 10,060,911 |
Investment in convertible promissory notes of AVLP | 1,600,164 | 1,671,936 |
Payment of convertible promissory notes of AVLP | (1,107,500) | |
Investment in common stock of AVLP and Alzamend | 261,132 | 417,169 |
Fair value of derivative instruments issued by AVLP | 1,050,918 | 2,255,341 |
Unrealized loss in derivative instruments of AVLP | (1,950,875) | (6,926,293) |
Unrealized loss in common stock of AVLP and Alzamend | (276,450) | (430,719) |
Provision for loan losses | (4,000,000) | |
Accretion of discount | 2,307,777 | 2,034,358 |
Accrued Interest | 1,021,158 | 679,917 |
Balance at ending | 8,668,944 | 8,655,120 |
Avalanche International Corp. [Member] | Warrants and Common Stock [Member] | ||
Balance at beginning | 3,043,499 | 7,728,001 |
Investment in convertible promissory notes of AVLP | ||
Payment of convertible promissory notes of AVLP | ||
Investment in common stock of AVLP and Alzamend | 261,132 | 417,169 |
Fair value of derivative instruments issued by AVLP | 1,050,918 | 2,255,341 |
Unrealized loss in derivative instruments of AVLP | (1,950,875) | (6,926,293) |
Unrealized loss in common stock of AVLP and Alzamend | (276,450) | (430,719) |
Provision for loan losses | ||
Accretion of discount | ||
Accrued Interest | ||
Balance at ending | 2,128,224 | 3,043,499 |
Avalanche International Corp. [Member] | 8% Convertible Promissory Note [Member] | ||
Balance at beginning | 5,611,621 | 2,332,910 |
Investment in convertible promissory notes of AVLP | 1,600,164 | 1,671,936 |
Payment of convertible promissory notes of AVLP | (1,107,500) | |
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 | ||
Provision for loan losses | (4,000,000) | |
Accretion of discount | 2,307,777 | 2,034,358 |
Accrued Interest | 1,021,158 | 679,917 |
Balance at ending | $ 6,540,720 | $ 5,611,621 |
INVESTMENTS - RELATED PARTIES_4
INVESTMENTS - RELATED PARTIES (Details Narrative) | 12 Months Ended | |
Dec. 31, 2019USD ($)Number$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | |
Net unrealized loss on derivative securities, related party | $ (1,950,875) | $ (8,027,746) |
Provision for credit losses | $ 4,000,000 | |
Avalanche International Corp. [Member] | Common Stock [Member] | ||
Number of shares repurchased (in shares) | shares | 91,000 | 430,942 |
Number of share repurchased, value | $ 53,032 | $ 417,169 |
Closing price of stock | $ / shares | $ 0.24 | $ 0.90 |
Number of shares owned | shares | 994,175 | |
Avalanche International Corp. [Member] | 12% New Convertible Promissory Note [Member] | ||
Interest income from related party | $ 2,307,777 | $ 2,034,358 |
Original issue discount | 5,822,222 | |
Avalanche International Corp. [Member] | Convertible Promissory Note [Member] | ||
Convertible promissory note aggregate principal amount | 6,540,720 | |
Avalanche International Corp. [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member] | ||
Contractual interest | 1,021,158 | 679,917 |
Unrealized gain (loss) on its investment | 4,364,256 | 2,413,381 |
Recognized unrealized gain | 507,959 | |
Net unrealized loss on derivative securities, related party | $ 1,950,875 | $ 6,926,293 |
Description of market capitalizations | Based on historical stock prices for similar technology companies with market capitalizations under $100 million. | |
Avalanche International Corp. [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | ||
Measurement input | Number | 1.42 | |
Avalanche International Corp. [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | ||
Measurement input | Number | 2.60 | |
Avalanche International Corp. [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member] | Price Volatility [Member] | Minimum [Member] | ||
Measurement input | Number | 68.70 | |
Avalanche International Corp. [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member] | Price Volatility [Member] | Maximum [Member] | ||
Measurement input | Number | 89.40 | |
Avalanche International Corp. [Member] | ||
Debt instrument maturity terms | 5 years | |
Number of warrants purchased | shares | 19,190,158 | |
Avalanche International Corp. [Member] | DPW Holdings [Member] | ||
Convertible promissory note aggregate principal amount | $ 9,595,079 | |
Conversion price (in dollars per share) | $ / shares | $ 0.50 | |
Interest rate | 12.00% | |
Number of warrants purchased | shares | 19,190,158 | |
Ownership percentage | 18.00% |
INVESTMENTS IN LIMITED PARTNE_2
INVESTMENTS IN LIMITED PARTNERSHIP (Details Narrative) - NY Partnership [Member] | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 05, 2017 | |
Payments to acquire property | $ 201,360 | $ 8,919,532 | |||
Amortization expense | 3,709,993 | 11,191,055 | |||
Unamortized balance | 232,500 | 262,500 | |||
Tenancy In Common Agreement [Member] | |||||
Amortization expense | 30,000 | 30,000 | |||
WT Johnson & Sons [Member] | Convertible Promissory Note A [Member] | |||||
Number of shares issued upon conversion | 750 | ||||
Number of shares sold | 750 | ||||
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 | |||
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 ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | |
Notes payable | $ (7,031,486) | $ (6,020,655) |
Goodwill | 8,463,070 | $ 8,100,947 |
Enertec [Member] | ||
Accounts receivable | 3,184,227 | |
Inventories | 1,343,053 | |
Property and equipment | 648,649 | |
Trade name and trademark | 2,094,741 | |
Domain name and other intangible assets | ||
Other assets | 29,056 | |
Accounts payable and accrued expenses | (2,702,306) | |
Deferred tax liability | (160,311) | |
Notes payable | (4,235,725) | |
Accrued severance pay | (131,811) | |
Net liabilities assumed | 69,573 | |
Goodwill | 4,780,526 | |
Non-controlling interest | ||
Purchase price | 4,850,099 | |
I AM Inc [Member] | ||
Accounts receivable | 29,319 | |
Inventories | 40,581 | |
Property and equipment | 700,291 | |
Trade name and trademark | 520,000 | |
Domain name and other intangible assets | 90,000 | |
Other assets | 1,492 | |
Accounts payable and accrued expenses | (103,961) | |
Deferred tax liability | ||
Notes payable | ||
Accrued severance pay | ||
Net liabilities assumed | 1,277,722 | |
Goodwill | 265,252 | |
Non-controlling interest | (33,242) | |
Purchase price | $ 1,509,732 |
ACQUISITIONS (Details 1)
ACQUISITIONS (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net loss | $ (32,945,828) | $ (32,982,201) |
Less: Net loss attributable to non-controlling interest | 32,416 | 748,320 |
Net loss attributable to DPW Holdings | (32,913,412) | $ (32,233,881) |
Preferred deemed dividends on Series B Preferred Stock | $ (15,938) | |
Basic and diluted weighted average common shares outstanding (in shares) | 1,433,464 | 72,498 |
Microphase Corporation and Power-Plus Technical Distributors [Member] | ||
Total Revenue | $ 28,691,641 | |
Net loss | (35,627,242) | |
Less: Net loss attributable to non-controlling interest | 748,320 | |
Net loss attributable to DPW Holdings | (34,878,922) | |
Preferred deemed dividends on Series B Preferred Stock | (108,049) | |
Net loss available to common stockholders | $ (34,986,971) | |
Basic and diluted net loss per common share (in dollars per share) | $ (482.60) | |
Basic and diluted weighted average common shares outstanding (in shares) | 72,498 | |
Comprehensive Loss | ||
Loss available to common shareholders | $ (34,986,971) | |
Other comprehensive income (loss) | ||
Change in net foreign currency translation adjustments | (377,823) | |
Net unrealized loss on derivative securities of related party | (8,027,746) | |
Other comprehensive income (loss) | (8,405,569) | |
Total Comprehensive loss | $ (43,392,540) |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) | May 23, 2018 | Dec. 31, 2018 |
I AM Inc [Member] | ||
Purchase price | $ 1,509,732 | |
I AM Inc [Member] | Securities Purchase Agreement [Member] | ||
Description of equity interests issued | 981 shares of common stock for a purchase price of $981, representing, upon the closing, 98.1% of I.AM's outstanding common stock. | |
I AM Inc [Member] | Loan And Security Agreement [Member] | ||
Number of shares issued | 471 | |
Purchase price | $ 1,715,330 | |
Enertec Systems 2001 Ltd [Member] | Share Purchase Agreement [Member] | ||
Purchase price | $ 4,850,099 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) | 12 Months Ended |
Dec. 31, 2018$ / shares | |
Share-based Payment Arrangement [Abstract] | |
Weighted average risk free interest rate, minimum | 2.41% |
Weighted average risk free interest rate, maximum | 2.80% |
Weighted average life (in years) | 4 years 8 months 12 days |
Volatility, minimum | 124.70% |
Volatility, maximum | 131.70% |
Expected dividend yield | 0.00% |
Weighted average grant-date fair value per share of options granted (in dollars per share) | $ 624.33 |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details 1) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Exercise Price Range $480.00 - $560.00 [Member] | |
Exercise Price, lower limit | $ 480 |
Exercise Price, upper limit | $ 560 |
Options Outstanding | shares | 1,169 |
Weighted Average Remaining Contractual Life (Years) | 6 years 1 month 20 days |
Weighted Average Exercise Price, Outstanding | $ 542.67 |
Options, Exercisable | shares | 630 |
Weighted Average Exercise Price, Exercisable | $ 543.72 |
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 | 188 |
Weighted Average Remaining Contractual Life (Years) | 7 years 11 months 1 day |
Weighted Average Exercise Price, Outstanding | $ 1,104 |
Options, Exercisable | shares | 98 |
Weighted Average Exercise Price, Exercisable | $ 1,104 |
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 | 31 |
Weighted Average Remaining Contractual Life (Years) | 3 years 7 months 17 days |
Weighted Average Exercise Price, Outstanding | $ 1,339.20 |
Options, Exercisable | shares | 31 |
Weighted Average Exercise Price, Exercisable | $ 1,339.20 |
Exercise Price Range $480.00 - $1,352.00 [Member] | |
Exercise Price, lower limit | 480 |
Exercise Price, upper limit | $ 1,352 |
Options Outstanding | shares | 1,388 |
Weighted Average Remaining Contractual Life (Years) | 6 years 3 months 29 days |
Weighted Average Exercise Price, Outstanding | $ 636.47 |
Options, Exercisable | shares | 759 |
Weighted Average Exercise Price, Exercisable | $ 648.62 |
Issuances Outside Of Plans [Member] | |
Exercise Price, lower limit | 640 |
Exercise Price, upper limit | $ 1,856 |
Options Outstanding | shares | 1,375 |
Weighted Average Remaining Contractual Life (Years) | 4 years 9 months 11 days |
Weighted Average Exercise Price, Outstanding | $ 827.64 |
Options, Exercisable | shares | 313 |
Weighted Average Exercise Price, Exercisable | $ 921.60 |
Total Options [Member] | |
Exercise Price, lower limit | 480 |
Exercise Price, upper limit | $ 1,856 |
Options Outstanding | shares | 2,763 |
Weighted Average Remaining Contractual Life (Years) | 5 years 6 months 21 days |
Weighted Average Exercise Price, Outstanding | $ 731.62 |
Options, Exercisable | shares | 1,072 |
Weighted Average Exercise Price, Exercisable | $ 728.26 |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total stock-based compensation | $ 1,583,991 | $ 4,719,265 |
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 | 715,877 | 2,921,532 |
Stock Based Compensation From Plans [Member] | ||
Total stock-based compensation | 715,877 | 2,951,978 |
Stock Based Compensation From Issuances Outside Plans [Member] | ||
Total stock-based compensation | $ 868,114 | $ 1,767,287 |
STOCK-BASED COMPENSATION (Det_4
STOCK-BASED COMPENSATION (Details 3) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Shares Available for Grant | |||
Beginning balance | 12,695 | 3,174 | |
Adoption of 2018 SIP | 12,500 | ||
Amendment to 2018 SIP | 162,500 | ||
Restricted stock awards | (75,000) | (1,979) | |
Granted | (1,250) | ||
Forfeited | 2,910 | 250 | [1] |
Exercised | |||
Ending balance | 103,105 | 12,695 | |
Number of Shares | |||
Beginning balance | 4,328 | 3,428 | |
Granted | 1,250 | ||
Forfeited | (2,940) | (275) | [1] |
Exercised | (75) | ||
Ending balance | 1,388 | 4,328 | |
Weighted Average Exercise Price | |||
Beginning balance | $ 576.40 | $ 617.20 | |
Granted | 560 | ||
Forfeited | 853.47 | 810.80 | [1] |
Exercised | 1,304 | ||
Ending balance | $ 636.47 | $ 576.40 | |
Weighted Average Remaining Contractual Life | |||
Beginning balance | 7 years 6 months 7 days | 8 years 9 months 18 days | |
Ending balance | 6 years 3 months 29 days | ||
Aggregate Intrinsic Value | |||
Beginning balance | $ 0 | $ 6,688 | |
Ending balance | $ 0 | $ 0 | |
[1] | Includes options that were issued pursuant to the Company's 2002 Plan and are not available for future issuance. |
STOCK-BASED COMPENSATION (Det_5
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | Jul. 19, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Number of shares granted | 1,250 | ||
Weighted average exercise price | $ 560 | ||
Share-based compensation expense | $ 1,583,991 | $ 4,719,265 | |
Compensation cost not yet recognized | $ 281,288 | ||
Weighted average period for recognition | 2 years 4 months 6 days | ||
Stock Option [Member] | |||
Share-based compensation expense | $ 615,095 | ||
Restricted Stock [Member] | |||
Share-based compensation expense | $ 253,019 | ||
Employee [Member] | |||
Granted | 3,622 | 1,250 | |
Vesting period | 4 years | ||
2018 Amendment Stock Option Plan [Member] | |||
Number of shares issued | 175,000 | ||
2017 Stock Incentive Plan [Member] | Consultants and Service Providers [Member] | Common Stock [Member] | |||
Weighted average grant date fair value | $ 338,619 | $ 2,640,102 | |
Number of shares issued | 69,375 | 1,979 | |
2012 Stock Option Plan [Member] | |||
Number of shares authorized | 184,216 | ||
Number of shares available for grant | 103,105 | ||
2012 Stock Option Plan [Member] | Maximum [Member] | |||
Expiration period | 10 years | ||
2012 Stock Option Plan [Member] | Minimum [Member] | |||
Expiration period | 5 years | ||
2002 Stock Option Plan [Member] | |||
Share-based compensation expense | $ 715,877 | ||
2017 & 2016 Stock Incentive Plan and 2012 Stock Option Plan [Member] | Employee [Member] | |||
Weighted average grant date fair value | $ 513,510 |
WARRANTS (Details)
WARRANTS (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Exercse Price | $ 10.28 |
Number outstanding | shares | 6,500 |
Exercise Price $0.00 [Member] | |
Exercse Price | |
Number outstanding | shares | 6,500 |
Weighted average remaining contractual life (years) | 4 years 2 months 30 days |
Weighted Average Exercise Price | |
Number Exercisable | shares | 6,500 |
Weighted Average Exercise Price | |
Exercise Price $8.00 [Member] | |
Exercse Price | $ 8 |
Number outstanding | shares | 397 |
Weighted average remaining contractual life (years) | 6 years 10 months 3 days |
Weighted Average Exercise Price | $ 8 |
Number Exercisable | shares | 397 |
Weighted Average Exercise Price | $ 8 |
Exercise Price $8.80 [Member] | |
Exercse Price | $ 8.80 |
Number outstanding | shares | 25,000 |
Weighted average remaining contractual life (years) | 4 years 6 months |
Weighted Average Exercise Price | $ 8.80 |
Number Exercisable | shares | 25,000 |
Weighted Average Exercise Price | $ 8.80 |
Exercise Price $12.00 [Member] | |
Exercse Price | $ 12 |
Number outstanding | shares | 12,500 |
Weighted average remaining contractual life (years) | 4 years 4 months 9 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 2 months 30 days |
Weighted Average Exercise Price | $ 19.80 |
Number Exercisable | shares | 15,555 |
Weighted Average Exercise Price | $ 19.80 |
Exercise Price $440.00 [Member] | |
Exercse Price | $ 440 |
Number outstanding | shares | 355 |
Weighted average remaining contractual life (years) | 2 years 10 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 3 months 29 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) | 2 years 10 months 3 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) | 2 years 10 months 14 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 4 months 13 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 | 200 |
Weighted average remaining contractual life (years) | 2 years 3 months 26 days |
Weighted Average Exercise Price | $ 640 |
Number Exercisable | shares | 200 |
Weighted Average Exercise Price | $ 640 |
Exercise Price $752.00 [Member] | |
Exercse Price | $ 752 |
Number outstanding | shares | 9,614 |
Weighted average remaining contractual life (years) | 3 years 4 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) | 2 years 11 months 8 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) | 1 year 8 months 2 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 2 months 27 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 3 months 15 days |
Weighted Average Exercise Price | $ 1,040 |
Number Exercisable | shares | 1,243 |
Weighted Average Exercise Price | $ 1,040 |
Exercise Price $1,760.00 [Member] | |
Exercse Price | $ 1,760 |
Number outstanding | shares | 781 |
Weighted average remaining contractual life (years) | 3 years 22 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 26 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 26 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 | 79,018 |
Weighted average remaining contractual life (years) | 3 years 8 months 26 days |
Weighted Average Exercise Price | $ 206.57 |
Number Exercisable | shares | 79,018 |
Weighted Average Exercise Price | $ 206.57 |
Minimum [Member] | Exercise Price $8.00 - $2,000.00 [Member] | |
Exercse Price | 8 |
Maximum [Member] | Exercise Price $8.00 - $2,000.00 [Member] | |
Exercse Price | $ 2,000 |
WARRANTS (Details 1)
WARRANTS (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Weighted average life (in years) | 4 years 8 months 12 days | |
Expected dividend yield | 0.00% | |
Warrant [Member] | ||
Weighted average life (in years) | 5 years | 4 years 9 months 18 days |
Expected dividend yield | 0.00% | 0.00% |
Weighted average grant-date fair value per share of warrants granted (in dollars per share) | $ 10.34 | $ 629.64 |
Minimum [Member] | Warrant [Member] | ||
Weighted average risk-free interest rate | 1.75% | 2.41% |
Volatility | 85.50% | 124.80% |
Maximum [Member] | Warrant [Member] | ||
Weighted average risk-free interest rate | 2.28% | 2.94% |
Volatility | 87.50% | 138.40% |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | Dec. 22, 2019 | May 15, 2018 | Apr. 24, 2018 | Mar. 22, 2018 | Jan. 25, 2018 | Oct. 05, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 23, 2019 | Oct. 11, 2018 | May 23, 2018 | Apr. 16, 2018 | Mar. 23, 2018 | Jan. 23, 2018 | Jun. 19, 2017 |
Number of shares issued | 771,275 | ||||||||||||||
Warrant exercise price (in dollars per share) | $ 10.28 | ||||||||||||||
Ault & Company [Member] | |||||||||||||||
Number of shares issued | 94 | ||||||||||||||
Issue date | May 8, 2018 | ||||||||||||||
Securities Purchase Agreement [Member] | Ault & Company [Member] | |||||||||||||||
Number of shares issued | 660,667 | ||||||||||||||
Shares issued (in dollars per share) | $ 1.12 | ||||||||||||||
Securities Purchase Agreement [Member] | Institutional Investor [Member] | |||||||||||||||
Principal amount | $ 565,000 | ||||||||||||||
Number of shares issued | 9,614 | ||||||||||||||
Aggregate offering price | $ 6,000,000 | ||||||||||||||
Securities Purchase Agreement [Member] | Institutional Investor [Member] | Class B Common Stock [Member] | |||||||||||||||
Number of warrants purchased | 2,155 | ||||||||||||||
Warrant exercise price (in dollars per share) | $ 696 | ||||||||||||||
Warrant term | 5 years | ||||||||||||||
Securities Purchase Agreement [Member] | Institutional Investor [Member] | Common Class A [Member] | |||||||||||||||
Number of warrants purchased | 2,404 | ||||||||||||||
Warrant term | 5 years | ||||||||||||||
Securities Purchase Agreement [Member] | Institutional Investor [Member] | Class A Common Stock [Member] | |||||||||||||||
Number of warrants purchased | 7,211 | ||||||||||||||
Warrant exercise price (in dollars per share) | $ 752 | ||||||||||||||
Warrant term | 5 years | ||||||||||||||
Securities Purchase Agreements [Member] | |||||||||||||||
Principal amount | $ 1,000,000 | ||||||||||||||
Number of warrants purchased | 375 | ||||||||||||||
Interest rate on debt | 12.00% | ||||||||||||||
Description of purchase and sale of future receipt | On January 25, 2018, the Company entered into three agreements for the Purchase and Sale of Future Receipt, pursuant to which the Company sold up to (i) $562,125 of the Company’s future receipts for a purchase price of $375,000, (ii) $337,275 in future receipts for a purchase price of $225,000 and (iii) $118,000 in future receipts for a purchase price of $100,000. Under the terms of these agreements, the Company issued warrants to purchase an aggregate of 140 shares of common stock at an exercise price of $1,800 per share of common stock and warrants to purchase 203 shares of common stock at an exercise price of $2,000 per share of common stock (see Note 18). | ||||||||||||||
Preferred Stock Purchase Agreement [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||||||
Number of warrants purchased | 446 | ||||||||||||||
Number of shares issued | 25,000 | ||||||||||||||
Warrant exercise price (in dollars per share) | $ 560 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Principal amount | $ 2,100,000 | $ 563 | $ 1,722,222 | $ 1,250,000 | |||||||||||
Number of warrants purchased | 188 | 1,563 | 258,370 | 188 | 1,243 | 781 | 228 | ||||||||
Interest rate on debt | 12.00% | 10.00% | |||||||||||||
Number of shares issued | 18,379 | ||||||||||||||
Warrant exercise price (in dollars per share) | $ 800 | $ 920 | $ 868 | $ 920 | $ 1,040 | $ 1,760 | $ 800 | ||||||||
Warrant term | 2 months | ||||||||||||||
Warrant [Member] | Ault & Company [Member] | |||||||||||||||
Aggregate purchase price | $ 45,000 | ||||||||||||||
Number of warrants purchased | 94 | ||||||||||||||
Warrant exercise price (in dollars per share) | $ 480 | ||||||||||||||
Series A Warrant [Member] | Securities Purchase Agreements [Member] | Investor [Member] | |||||||||||||||
Number of warrants purchased | 1,389 | ||||||||||||||
Warrant exercise price (in dollars per share) | $ 1,080 | ||||||||||||||
Warrant term | 5 years |
WARRANTS (Details Narrative 1)
WARRANTS (Details Narrative 1) - USD ($) | Jul. 03, 2019 | May 20, 2019 | Apr. 02, 2019 | Dec. 31, 2019 | Mar. 23, 2018 |
Number of warrants issued | 759,443 | ||||
Warrant exercise price (in dollars per share) | $ 10.28 | ||||
Number of common stock issued | 771,275 | ||||
Warrant [Member] | |||||
Warrant exercise price (in dollars per share) | $ 18 | ||||
Number of common stock issued | 388,888 | ||||
Warrant [Member] | Underwriter [Member] | |||||
Warrant exercise price (in dollars per share) | $ 19.80 | ||||
Number of additional common stock issued | 15,555 | ||||
Warrant [Member] | Convertible Promissory Note [Member] | |||||
Warrant exercise price (in dollars per share) | $ 8.80 | $ 12 | $ 920 | ||
Number of common stock issued | 25,000 | 12,500 | |||
Principal amount | $ 1,492,000 | $ 660,000 | |||
Original issue discount percentage | 12.00% | 4.00% | |||
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 ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Other Current Liabilities | ||
Accrued payroll and payroll taxes | $ 1,719,429 | $ 1,497,470 |
Warranty liability | 80,412 | 86,495 |
Other accrued expenses | 227,744 | 284,437 |
Total | $ 2,027,585 | $ 1,868,402 |
LEASES (Details)
LEASES (Details) | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
Operating right-of-use assets | $ 5,276,056 |
Operating lease liability - current | 714,393 |
Operating lease liability - non-current | $ 4,677,565 |
LEASES (Details 1)
LEASES (Details 1) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 934,766 |
Short-term lease cost | |
Variable lease cost | $ 468,655 |
LEASES (Details 2)
LEASES (Details 2) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 1,291,919 |
Right-of-use assets obtained in exchange for new operating lease liabilities | |
Weighted-average remaining lease term - operating leases | 7 years 9 months 18 days |
Weighted-average discount rate - operating leases | 10.00% |
LEASES (Details 3)
LEASES (Details 3) | Dec. 31, 2019USD ($) |
Payments due by period | |
2020 | $ 1,220,437 |
2021 | 1,094,515 |
2022 | 929,674 |
2023 | 943,159 |
2024 | 914,942 |
Thereafter | 2,746,189 |
Total lease payments | 7,848,916 |
Less interest | (2,456,959) |
Present value of lease liabilities | $ 5,391,957 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 12 Months Ended |
Dec. 31, 2019 | |
Office Space And Restaurant [Member] | |
Lease options to terminate | Within 1 year. |
Office Space And Restaurant [Member] | Minimum [Member] | |
Lease terms | 4 months |
Office Space And Restaurant [Member] | Maximum [Member] | |
Lease terms | 11 months |
Commercial Properties [Member] | |
Discount rate | 10.00% |
ADVANCES ON FUTURE RECEIPTS (De
ADVANCES ON FUTURE RECEIPTS (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Dec. 31, 2019 | Dec. 31, 2018 | May 23, 2018 | May 15, 2018 | Apr. 16, 2018 | Mar. 22, 2018 | Jan. 23, 2018 | Jun. 19, 2017 | |
Warrant exercise price (in dollars per share) | $ 10.28 | |||||||
Warrant [Member] | ||||||||
Number of warrants purchased | 258,370 | 188 | 188 | 1,243 | 1,563 | 781 | 228 | |
Warrant exercise price (in dollars per share) | $ 868 | $ 920 | $ 800 | $ 1,040 | $ 920 | $ 1,760 | $ 800 | |
Purchase and Sale Agreement [Member] | TVT Capital LLC [Member] | ||||||||
Amortization of debt discounts | $ 500,677 | $ 1,651,193 | ||||||
Non-cash interest expense | 495,361 | 2,489,403 | ||||||
Purchase and Sale Agreement [Member] | Philou Ventures, LLC [Member] | ||||||||
Cost of future receipts | 1,517,847 | 5,632,400 | ||||||
Aggregate Value of future receipts | $ 1,017,170 | $ 4,100,000 | ||||||
Purchase and Sale Agreement [Member] | Philou Ventures, LLC [Member] | Warrant97Member | ||||||||
Number of warrants purchased | 203 | |||||||
Warrant exercise price (in dollars per share) | $ 2,000 | |||||||
Purchase and Sale Agreement [Member] | Philou Ventures, LLC [Member] | First Warrant [Member] | ||||||||
Number of warrants purchased | 140 | |||||||
Warrant exercise price (in dollars per share) | $ 1,800 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Total notes payable | $ 6,020,655 | $ 7,031,486 |
Less: Unamortized debt discounts | (29,348) | (151,499) |
Unamortized financing cost | (3,668) | (7,541) |
Total notes payable, net of financing cost | 5,987,639 | 6,872,446 |
Less: current portion | (5,505,015) | (6,388,787) |
Notes payable - long-term portion | 482,624 | 483,659 |
Other Short Term Notes Payable [Member] | ||
Total notes payable | 1,020,199 | 1,033,553 |
10% Short Term Promissory Notes [Member] | ||
Total notes payable | 2,510,173 | |
12% Short Term Promissory Notes [Member] | ||
Total notes payable | 1,000,000 | |
12% September 2018 Short-Term Promissory Note [Member] | ||
Total notes payable | 789,473 | |
8% Short Term Promissory Note [Member] | ||
Total notes payable | 318,150 | 1,272,600 |
October 18 Short-Term Promissory Note [Member] | ||
Total notes payable | 565,000 | |
Notes Payable To Wells Fargo [Member] | ||
Total notes payable | 290,560 | 291,988 |
Note Payable To Dept. Of Economic And Community Development [Member] | ||
Total notes payable | 229,096 | 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 |
Enertec-Short Term Bank Credit [Member] | ||
Total notes payable | 1,622,337 | 1,586,864 |
Note Payable To Peoples United Bank [Member] | ||
Total notes payable | $ 16,890 | $ 18,589 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Nov. 30, 2019 | Jul. 11, 2019 | Jul. 03, 2019 | Jul. 02, 2019 | Jun. 30, 2019 | Jun. 18, 2019 | May 20, 2019 | Apr. 02, 2019 | Nov. 29, 2018 | Oct. 31, 2018 | Oct. 11, 2018 | Oct. 10, 2018 | Aug. 23, 2018 | Aug. 16, 2018 | Aug. 10, 2018 | Jul. 13, 2018 | Jun. 08, 2018 | May 15, 2018 | Mar. 23, 2018 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2020 | Feb. 10, 2020 | Feb. 05, 2020 | Sep. 26, 2019 | Mar. 31, 2019 | Dec. 07, 2018 | Oct. 09, 2018 | Sep. 30, 2018 |
Number of shares issued | 771,275 | ||||||||||||||||||||||||||||||
Total notes payable | $ 6,020,655 | $ 6,020,655 | $ 7,031,486 | ||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 10.28 | $ 10.28 | |||||||||||||||||||||||||||||
Debt discount | $ 29,348 | $ 29,348 | 151,499 | ||||||||||||||||||||||||||||
Issuance initial public offering | $ 7,000,000 | 6,204,717 | |||||||||||||||||||||||||||||
Value of convertible securities per share | 4,736,295 | 2,446,116 | |||||||||||||||||||||||||||||
Proceeds from short term debt | 762,000 | ||||||||||||||||||||||||||||||
Debt issuance costs | $ 367,200 | $ 367,200 | |||||||||||||||||||||||||||||
Number of common stock issued | 771,275 | ||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 18 | ||||||||||||||||||||||||||||||
Number of common stock issued | 388,888 | ||||||||||||||||||||||||||||||
Second Line of Credit [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||
Interest rate on debt | 3.00% | 3.00% | |||||||||||||||||||||||||||||
Outstanding principal balance | $ 80,048 | $ 80,048 | |||||||||||||||||||||||||||||
12% Senior Secured Promissory Note [Member] | |||||||||||||||||||||||||||||||
Principal amount | $ 815,218 | ||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 65,000 | ||||||||||||||||||||||||||||||
Amount of shares issued | $ 73,450 | ||||||||||||||||||||||||||||||
Principal amount | $ 715,101 | ||||||||||||||||||||||||||||||
Subsequent Event [Member] | 12% Senior Secured Promissory Note [Member] | |||||||||||||||||||||||||||||||
Principal amount | $ 585,919 | ||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | 10% June 2019 Short-Term Promissory Notes [Member] | |||||||||||||||||||||||||||||||
Purchase price | $ 2,800,000 | ||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | 12% Senior Secured Promissory Note [Member] | |||||||||||||||||||||||||||||||
Principal amount | $ 1,000,000 | ||||||||||||||||||||||||||||||
Notes payable outstanding | $ 900,000 | ||||||||||||||||||||||||||||||
Number of common stock issued | 563 | ||||||||||||||||||||||||||||||
Notes Payable To Wells Fargo [Member] | |||||||||||||||||||||||||||||||
Total notes payable | 290,560 | 290,560 | $ 291,988 | ||||||||||||||||||||||||||||
8% Convertible Note [Member] | January 2019 Exchange Agreement, February 2019 Exchange Agreement and July 2019 Exchange Agreement [Member] | |||||||||||||||||||||||||||||||
Outstanding principal balance | 954,450 | $ 954,450 | |||||||||||||||||||||||||||||
8% Short-Term Promissory Note [Member] | Master Exchange Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||
Principal amount | $ 318,150 | ||||||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||
Principal amount | $ 1,492,000 | $ 660,000 | |||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 8.80 | $ 12 | $ 920 | ||||||||||||||||||||||||||||
Number of common stock issued | 25,000 | 12,500 | |||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||
Issuance of common stock for conversion of debt (in shares) | 370,473 | 5,281 | |||||||||||||||||||||||||||||
12% Promissory Note [Member] | |||||||||||||||||||||||||||||||
Maturity date | Feb. 14, 2020 | ||||||||||||||||||||||||||||||
Principal amount | $ 360,000 | ||||||||||||||||||||||||||||||
Interest rate on debt | 12.00% | ||||||||||||||||||||||||||||||
Debt discount | $ 60,000 | ||||||||||||||||||||||||||||||
Net proceeds from issuance of debt | $ 300,000 | ||||||||||||||||||||||||||||||
Institutional Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 9,614 | ||||||||||||||||||||||||||||||
Maturity date | Dec. 8, 2018 | ||||||||||||||||||||||||||||||
Principal amount | $ 565,000 | ||||||||||||||||||||||||||||||
Net proceeds from issuance of debt | $ 510,000 | ||||||||||||||||||||||||||||||
Description of interest on the principal amount | The Company was required to pay $27,500 of interest. | ||||||||||||||||||||||||||||||
Institutional Investor [Member] | Common Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 500 | ||||||||||||||||||||||||||||||
Amount of shares issued | $ 104,430 | ||||||||||||||||||||||||||||||
Principal amount | $ 309,193 | ||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ 320 | $ 320 | |||||||||||||||||||||||||||||
Net proceeds from issuance of debt | $ 304,608 | ||||||||||||||||||||||||||||||
Institutional Investor [Member] | 12% Term Promissory Notes [Member] | |||||||||||||||||||||||||||||||
Principal amount | $ 789,473 | ||||||||||||||||||||||||||||||
Interest rate on debt | 12.00% | ||||||||||||||||||||||||||||||
Proceeds from short term debt | $ 526,316 | ||||||||||||||||||||||||||||||
Institutional Investor [Member] | 12% Term Promissory Notes [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 563 | ||||||||||||||||||||||||||||||
Amount of shares issued | $ 151,994 | ||||||||||||||||||||||||||||||
Maturity date | Dec. 31, 2018 | ||||||||||||||||||||||||||||||
Principal amount | $ 263,157 | ||||||||||||||||||||||||||||||
Accredited Investor [Member] | 15% Promissory Note [Member] | |||||||||||||||||||||||||||||||
Maturity date | Oct. 11, 2018 | ||||||||||||||||||||||||||||||
Principal amount | $ 176,000 | ||||||||||||||||||||||||||||||
Net proceeds from issuance of debt | 155,000 | ||||||||||||||||||||||||||||||
Original issue discount | 16,000 | ||||||||||||||||||||||||||||||
Outstanding principal balance | 124,303 | $ 124,303 | $ 124,303 | ||||||||||||||||||||||||||||
Debt issuance costs | $ 5,000 | ||||||||||||||||||||||||||||||
Accredited Investor [Member] | Promissory Note [Member] | |||||||||||||||||||||||||||||||
Maturity date | Oct. 23, 2018 | ||||||||||||||||||||||||||||||
Principal amount | $ 60,000 | ||||||||||||||||||||||||||||||
Principal payments | 33,301 | ||||||||||||||||||||||||||||||
Net proceeds from issuance of debt | $ 50,000 | ||||||||||||||||||||||||||||||
Original issue discount | $ 10,000 | ||||||||||||||||||||||||||||||
Outstanding principal balance | 26,699 | 26,699 | 60,000 | ||||||||||||||||||||||||||||
Accredited Investor [Member] | Promissory Note [Member] | |||||||||||||||||||||||||||||||
Maturity date | Jul. 9, 2018 | ||||||||||||||||||||||||||||||
Principal amount | $ 511,750 | ||||||||||||||||||||||||||||||
Net proceeds from issuance of debt | 445,000 | ||||||||||||||||||||||||||||||
Original issue discount | $ 66,750 | ||||||||||||||||||||||||||||||
Outstanding principal balance | 54,750 | 54,750 | 54,750 | ||||||||||||||||||||||||||||
Accredited Investor [Member] | Promissory Note [Member] | |||||||||||||||||||||||||||||||
Principal amount | $ 85,000 | ||||||||||||||||||||||||||||||
Principal payments | 46,500 | ||||||||||||||||||||||||||||||
Net proceeds from issuance of debt | 75,000 | ||||||||||||||||||||||||||||||
Original issue discount | $ 10,000 | ||||||||||||||||||||||||||||||
Outstanding principal balance | 38,500 | 38,500 | 85,000 | ||||||||||||||||||||||||||||
Description of extension of maturity date | 28-day extension | ||||||||||||||||||||||||||||||
Accredited Investor [Member] | 12% Promissory Note [Member] | |||||||||||||||||||||||||||||||
Maturity date | Aug. 10, 2019 | ||||||||||||||||||||||||||||||
Principal amount | $ 550,000 | ||||||||||||||||||||||||||||||
Net proceeds from issuance of debt | 500,000 | ||||||||||||||||||||||||||||||
Original issue discount | $ 50,000 | ||||||||||||||||||||||||||||||
Accredited Investor [Member] | 8% Promissory Note [Member] | |||||||||||||||||||||||||||||||
Maturity date | Oct. 5, 2018 | ||||||||||||||||||||||||||||||
Principal amount | $ 225,000 | ||||||||||||||||||||||||||||||
Net proceeds from issuance of debt | 200,000 | ||||||||||||||||||||||||||||||
Original issue discount | $ 25,000 | ||||||||||||||||||||||||||||||
Outstanding principal balance | $ 159,500 | 159,500 | $ 159,500 | ||||||||||||||||||||||||||||
Ding Gu [Member] | 12% Promissory Note [Member] | |||||||||||||||||||||||||||||||
Purchase price | $ 400,000 | ||||||||||||||||||||||||||||||
Principal amount | $ 440,000 | ||||||||||||||||||||||||||||||
DP Lending [Member] | 12% Promissory Note [Member] | |||||||||||||||||||||||||||||||
Maturity terms | 3 years | ||||||||||||||||||||||||||||||
Principal amount | $ 155,000 | $ 155,000 | |||||||||||||||||||||||||||||
Four Institutional Investor [Member] | 8% Promissory Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 500 | ||||||||||||||||||||||||||||||
Amount of shares issued | $ 137,544 | ||||||||||||||||||||||||||||||
Maturity date | Feb. 15, 2019 | ||||||||||||||||||||||||||||||
Total notes payable | $ 1,272,600 | ||||||||||||||||||||||||||||||
Principal amount | 318,150 | ||||||||||||||||||||||||||||||
Net proceeds from issuance of debt | 1,010,000 | ||||||||||||||||||||||||||||||
Original issue discount | $ 262,600 | ||||||||||||||||||||||||||||||
Former Officer [Member] | Residential Real Estate [Member] | Line of Credit [Member] | |||||||||||||||||||||||||||||||
Interest rate on debt | 4.00% | 4.00% | |||||||||||||||||||||||||||||
Outstanding principal balance | $ 210,512 | $ 210,512 | |||||||||||||||||||||||||||||
Dominion Capital, LLC [Member] | Securities Purchase Agreement [Member] | 10% Senior Secured Promissory Note [Member] | |||||||||||||||||||||||||||||||
Number of shares issued | 12,500 | ||||||||||||||||||||||||||||||
Principal amount | $ 2,900,000 | ||||||||||||||||||||||||||||||
Original issue discount | $ 100,000 |
NOTES PAYABLE (Details Narrat_2
NOTES PAYABLE (Details Narrative 1) | Apr. 04, 2019USD ($)shares | Mar. 19, 2019USD ($)shares | Feb. 20, 2019USD ($)shares | Jan. 23, 2019USD ($)shares | Dec. 28, 2018USD ($) | Aug. 10, 2018USD ($)$ / shares | Apr. 23, 2018USD ($) | Mar. 23, 2018USD ($)$ / sharesshares | Feb. 20, 2018USD ($) | Jan. 25, 2018USD ($)Antminer | Oct. 18, 2017USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Aug. 31, 2016USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | May 23, 2018USD ($)$ / shares | May 15, 2018$ / shares | Apr. 16, 2018USD ($)$ / shares | Mar. 22, 2018USD ($)$ / shares | Jan. 23, 2018USD ($)$ / shares | Jun. 19, 2017$ / shares |
Number of shares issued | shares | 771,275 | ||||||||||||||||||||
Notes payable | $ 6,020,655 | $ 7,031,486 | |||||||||||||||||||
Gain (loss) on extinguishment of debt | $ (966,134) | ||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 10.28 | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Debt face amount | $ 563 | $ 1,722,222 | $ 2,100,000 | $ 1,250,000 | |||||||||||||||||
Interest rate on debt | 12.00% | 10.00% | |||||||||||||||||||
Number of shares issued | shares | 18,379 | ||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 868 | $ 920 | $ 800 | $ 1,040 | $ 920 | $ 1,760 | $ 800 | ||||||||||||||
One Institutional Investors [Member] | January Exchange Agreement [Member] | |||||||||||||||||||||
Number of shares issued | shares | 2,551 | 10,918 | |||||||||||||||||||
Number of shares issued, value | $ 73,016 | $ 244,898 | $ 171,882 | ||||||||||||||||||
Note Payable To Dept. Of Economic And Community Development [Member] | |||||||||||||||||||||
Debt face amount | $ 300,000 | ||||||||||||||||||||
Repayments of debt | $ 70,904 | ||||||||||||||||||||
Interest rate on debt | 3.00% | ||||||||||||||||||||
Maturity date | Aug. 31, 2026 | ||||||||||||||||||||
Payment terms | Payment of principal and interest commenced in September 2017, payable in equal monthly installments over the remaining term. | ||||||||||||||||||||
Notes payable | $ 229,096 | $ 260,169 | |||||||||||||||||||
Microphase Short-Term Promissory Note [Member] | |||||||||||||||||||||
Debt face amount | $ 200,000 | ||||||||||||||||||||
Interest rate on debt | 10.00% | ||||||||||||||||||||
Maturity date | Mar. 31, 2019 | ||||||||||||||||||||
Payment terms | cash to the investor, beginning on January 15, 2019, on a monthly basis, until the Microphase Note is paid in full. | ||||||||||||||||||||
Notes payable | 200,000 | ||||||||||||||||||||
Note Payable To Power-Plus Member [Member] | |||||||||||||||||||||
Notes payable | 13,250 | 13,250 | |||||||||||||||||||
Note Payable To Power-Plus Member [Member] | Former Owner [Member] | |||||||||||||||||||||
Debt face amount | $ 255,000 | ||||||||||||||||||||
Debt term | 2 years | ||||||||||||||||||||
Number of shares issued | shares | 173 | ||||||||||||||||||||
Shares issued price per share (in dollars per share) | $ / shares | $ 537.57 | ||||||||||||||||||||
Number of shares issued, value | $ 93,000 | ||||||||||||||||||||
Outstanding balance of note | 13,250 | ||||||||||||||||||||
Note Payable To Peoples United Bank [Member] | |||||||||||||||||||||
Debt face amount | $ 20,000 | ||||||||||||||||||||
Interest rate on debt | 15.00% | ||||||||||||||||||||
Outstanding balance of note | $ 16,890 | 18,589 | |||||||||||||||||||
Notes payable | 16,890 | 18,589 | |||||||||||||||||||
Enertec-Short Term Bank Credit [Member] | |||||||||||||||||||||
Debt face amount | $ 500,000 | ||||||||||||||||||||
Interest rate on debt | 10.00% | ||||||||||||||||||||
Notes payable | $ 1,622,337 | 1,586,864 | |||||||||||||||||||
Interest rate terms | bears interest at prime plus 0.7% through 3.85% paid either on a monthly or weekly basis. | ||||||||||||||||||||
8% Promissory Note [Member] | One Institutional Investors [Member] | January Exchange Agreement [Member] | |||||||||||||||||||||
Debt face amount | $ 1,043,799 | ||||||||||||||||||||
Interest rate on debt | 8.00% | ||||||||||||||||||||
8% Promissory Note [Member] | One Institutional Investors [Member] | February 2019 Exchange Agreement [Member] | |||||||||||||||||||||
Debt face amount | $ 433,884 | ||||||||||||||||||||
Interest rate on debt | 8.00% | ||||||||||||||||||||
Number of shares issued | shares | 9,375 | 4,520 | |||||||||||||||||||
Number of shares issued, value | $ 108,523 | $ 289,954 | $ 183,822 | ||||||||||||||||||
8% Short Term Promissory Note [Member] | |||||||||||||||||||||
Notes payable | $ 318,150 | 1,272,600 | |||||||||||||||||||
8% Short Term Promissory Note [Member] | One Institutional Investors [Member] | January Exchange Agreement [Member] | |||||||||||||||||||||
Debt face amount | $ 318,150 | ||||||||||||||||||||
Interest rate on debt | 8.00% | ||||||||||||||||||||
8% Short Term Promissory Note [Member] | One Institutional Investors [Member] | February 2019 Exchange Agreement [Member] | |||||||||||||||||||||
Debt face amount | $ 318,150 | ||||||||||||||||||||
Interest rate on debt | 8.00% | ||||||||||||||||||||
Debt accrued interest | $ 115,734 | ||||||||||||||||||||
8% Short Term Promissory Note [Member] | Investor [Member] | July 2019 Exchange Agreement [Member] | DP Lending [Member] | |||||||||||||||||||||
Debt face amount | $ 318,150 | ||||||||||||||||||||
October 18 Short-Term Promissory Note [Member] | |||||||||||||||||||||
Notes payable | 565,000 | ||||||||||||||||||||
October 18 Short-Term Promissory Note [Member] | One Institutional Investors [Member] | January Exchange Agreement [Member] | |||||||||||||||||||||
Debt face amount | $ 565,000 | ||||||||||||||||||||
Debt accrued interest | $ 160,649 | ||||||||||||||||||||
Term Promissory Note [Member] | Investor [Member] | July 2019 Exchange Agreement [Member] | DP Lending [Member] | |||||||||||||||||||||
Debt face amount | $ 550,000 | ||||||||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 8.80 | ||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 54,465 | ||||||||||||||||||||
New Convertible Promissory Note [Member] | Investor [Member] | July 2019 Exchange Agreement [Member] | DP Lending [Member] | |||||||||||||||||||||
Debt face amount | $ 1,250,000 | ||||||||||||||||||||
Interest rate on debt | 8.00% | ||||||||||||||||||||
Maturity date | Dec. 31, 2019 | ||||||||||||||||||||
5% Promissory Notes [Member] | Two Institutional Investors [Member] | |||||||||||||||||||||
Debt face amount | $ 2,500,000 | ||||||||||||||||||||
Interest rate on debt | 5.00% | ||||||||||||||||||||
Payment terms | The entire unpaid balance of the principal and accrued interest on each of the 5% promissory notes was due and payable on February 23, 2018, subject to a 30-day extension available to the Company. | ||||||||||||||||||||
Outstanding balance of note | $ 5,101,127 | ||||||||||||||||||||
Notes payable | $ 5,000,000 | ||||||||||||||||||||
Antminer S9s manufactured | Antminer | 1,000 | ||||||||||||||||||||
Promissory Notes [Member] | Investor [Member] | |||||||||||||||||||||
Debt face amount | $ 2,100,000 | $ 900,000 | |||||||||||||||||||
Repayments of debt | $ 2,100,000 | ||||||||||||||||||||
Maturity date | Mar. 22, 2018 | ||||||||||||||||||||
Debt term | 2 months | ||||||||||||||||||||
Original issue discount | $ 350,000 | $ 150,000 | |||||||||||||||||||
Proceeds from debt | 1,750,000 | $ 750,000 | |||||||||||||||||||
Cancellation of principal value | 750,000 | ||||||||||||||||||||
Interest expense | 150,000 | ||||||||||||||||||||
Promissory Notes [Member] | Investor [Member] | Cash [Member] | |||||||||||||||||||||
Debt face amount | $ 1,000,000 | ||||||||||||||||||||
Promissory Notes [Member] | Investor [Member] | Warrant [Member] | |||||||||||||||||||||
Number of shares issued | shares | 1,563 | ||||||||||||||||||||
Original issue discount | $ 604,227 | ||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 920 | ||||||||||||||||||||
Warrants term | 3 years |
NOTES PAYABLE - RELATED PARTI_3
NOTES PAYABLE - RELATED PARTIES (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Notes Payable - Related Parties [Abstract] | ||
Notes payable, related parties | $ 284,317 | $ 308,984 |
Less: current portion | (169,153) | (166,925) |
Notes payable, related parties - long-term portion | $ 115,164 | $ 142,059 |
NOTES PAYABLE - RELATED PARTI_4
NOTES PAYABLE - RELATED PARTIES (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Notes payable from related parties | $ 169,153 | $ 166,925 |
Microphase Corporation [Member] | ||
Notes payable from related parties | 64,604 | |
Interest payable | 6,852 | |
Notes payable outstanding | $ 348,921 | |
Former Officer And Employee [Member] | Notes Payable, Other Payables [Member] | Maximum [Member] | Microphase Corporation [Member] | ||
Interest rate on debt | 6.00% | |
Former Officer And Employee [Member] | Notes Payable, Other Payables [Member] | Minimum [Member] | Microphase Corporation [Member] | ||
Interest rate on debt | 3.00% |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Total convertible notes payable | $ 3,392,990 | $ 7,997,126 |
Unamortized debt discounts | (355,227) | (1,189,276) |
Unamortized financing cost | (65,356) | |
Total convertible notes payable, net of financing cost | 3,037,763 | 6,742,494 |
Less: current portion | (2,732,990) | (6,742,494) |
Convertible notes payable, net of financing cost - long-term portion | 304,773 | |
10% Convertible Secured Notes [Member] | ||
Convertible note | 7,997,126 | |
8% Convertible Secured Notes [Member] | ||
Convertible note | 935,772 | |
12% Convertible Promissory Notes [Member] | ||
Convertible note | 815,218 | |
4% Convertible Promissory Notes [Member] | ||
Convertible note | 660,000 | |
12% July 2019 Convertible Promissory Note [Member] | ||
Convertible note | 632,000 | |
12% November 2019 Convertible Promissory Note [Member] | ||
Convertible note | $ 350,000 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | Nov. 04, 2019 | Jul. 03, 2019 | Jul. 02, 2019 | May 20, 2019 | Jan. 09, 2019 | Dec. 07, 2018 | Oct. 11, 2018 | May 15, 2018 | Feb. 09, 2018 | Sep. 26, 2019 | Apr. 16, 2018 | Jan. 23, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 15, 2019 | May 21, 2019 | May 10, 2019 | Aug. 31, 2018 | Jul. 02, 2018 |
Warrant exercise price (in dollars per share) | $ 10.28 | ||||||||||||||||||
Number of shares issued (in shares) | 771,275 | ||||||||||||||||||
Fair value of common stock | $ 405,024 | ||||||||||||||||||
Debt discount | 29,348 | $ 151,499 | |||||||||||||||||
Debt issuance costs | 367,200 | ||||||||||||||||||
Loss on extinguishment | (966,134) | ||||||||||||||||||
Non Cash Interest Expense [Member] | |||||||||||||||||||
Debt discount | 2,169,613 | ||||||||||||||||||
Warrants [Member] | Black-Scholes Option Pricing Model [Member] | |||||||||||||||||||
Debt discount | $ 1,397,389 | ||||||||||||||||||
Risk-free rate | 2.94% | ||||||||||||||||||
Volatility | 127.90% | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Number of convertible share issued | 370,473 | 5,281 | |||||||||||||||||
Amended 10% Convertible Note [Member] | |||||||||||||||||||
Principal amount | $ 309,193 | ||||||||||||||||||
Loss on extinguishment | $ 807,784 | ||||||||||||||||||
Description of note monthly amortization payments | The conversion price on these monthly amortization payments was reduced from $320 per share of Common Stock to a price equal to the greater of (i) $96 per share (the closing price of the Common Stock on January 9, 2019) or (ii) 80% of the lowest daily volume weighted average price (“VWAP”) in the three days prior to the date of issuance, but not to exceed $320 per share. | ||||||||||||||||||
Securities Purchase Agreement [Member] | Institutional Investor [Member] | |||||||||||||||||||
Principal amount | $ 565,000 | ||||||||||||||||||
Maturity date | Dec. 8, 2018 | ||||||||||||||||||
Number of shares issued (in shares) | 9,614 | ||||||||||||||||||
Net proceeds from issuance of debt | $ 510,000 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Institutional Investor [Member] | Common Stock [Member] | |||||||||||||||||||
Principal amount | $ 309,193 | ||||||||||||||||||
Number of shares issued (in shares) | 500 | ||||||||||||||||||
Value of shares issued | $ 104,430 | ||||||||||||||||||
Number of share issued upon debt conversion | 2,743 | ||||||||||||||||||
Amount of converted debt | $ 877,793 | ||||||||||||||||||
Conversion price (in dollars per share) | $ 320 | $ 320 | |||||||||||||||||
Percentage of net proceeds | 103.00% | ||||||||||||||||||
Net proceeds from issuance of debt | $ 304,608 | ||||||||||||||||||
True-Up Payment due | $ 599,519 | ||||||||||||||||||
Securities Purchase Agreement [Member] | January 2018 10% Convertible Promissory Note [Member] | Common Stock [Member] | |||||||||||||||||||
Number of share issued upon debt conversion | 680 | ||||||||||||||||||
Securities Purchase Agreement [Member] | January 2018 10% Convertible Promissory Note [Member] | Institutional Investor [Member] | Common Stock [Member] | |||||||||||||||||||
Principal amount | $ 1,250,000 | ||||||||||||||||||
Interest rate on debt | 10.00% | ||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 1,760 | ||||||||||||||||||
Number of warrants purchased | 781 | ||||||||||||||||||
Number of shares issued (in shares) | 680 | ||||||||||||||||||
Number of convertible share issued | 781 | ||||||||||||||||||
Aggregate purchase price of debt | $ 1,000,000 | ||||||||||||||||||
Conversion price (in dollars per share) | $ 1,600 | ||||||||||||||||||
Number of additional shares issued | 865 | ||||||||||||||||||
Accured interest | $ 1,383,884 | ||||||||||||||||||
Securities Purchase Agreement [Member] | 12% April 2018 Convertible Promissory Note [Member] | Common Stock [Member] | |||||||||||||||||||
Principal amount | $ 1,722,222 | $ 1,722,222 | |||||||||||||||||
Fair value of warrant | 539,360 | ||||||||||||||||||
Proceeds from issuance of common stock | 128,524 | ||||||||||||||||||
Debt discount | 172,222 | 885,106 | |||||||||||||||||
Debt issuance costs | $ 1,550,000 | $ 45,000 | |||||||||||||||||
Risk-free rate | 2.94% | ||||||||||||||||||
Volatility | 127.90% | ||||||||||||||||||
Payment of debt | $ 304,259 | ||||||||||||||||||
Accured interest | 103,333 | ||||||||||||||||||
Securities Purchase Agreement [Member] | 12% April 2018 Convertible Promissory Note [Member] | Common Stock [Member] | Five Year Warrants [Member] | |||||||||||||||||||
Interest rate on debt | 12.00% | ||||||||||||||||||
Warrant tem | 5 years | ||||||||||||||||||
Number of warrants purchased | 1,242 | ||||||||||||||||||
Conversion price (in dollars per share) | $ 1,040 | ||||||||||||||||||
Securities Purchase Agreement [Member] | 12% April 2018 Convertible Promissory Note [Member] | Three Institutional Investors [Member] | Common Stock [Member] | |||||||||||||||||||
Number of shares issued (in shares) | 251 | ||||||||||||||||||
Conversion price (in dollars per share) | $ 560 | ||||||||||||||||||
Securities Purchase Agreement [Member] | 12% November 2019 Convertible Promissory Note [Member] | Investor [Member] | Common Stock [Member] | |||||||||||||||||||
Principal amount | $ 350,000 | ||||||||||||||||||
Interest rate on debt | 12.00% | ||||||||||||||||||
Conversion price (in dollars per share) | $ 1.20 | ||||||||||||||||||
Loss on extinguishment | $ 30,053 | ||||||||||||||||||
Securities Purchase Agreement [Member] | 12% July 2019 Convertible Promissory Note [Member] | Non Cash Interest Expense [Member] | |||||||||||||||||||
Debt discount | $ 351,958 | ||||||||||||||||||
Securities Purchase Agreement [Member] | 12% July 2019 Convertible Promissory Note [Member] | Common Stock [Member] | Five Year Warrants [Member] | |||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 8.80 | ||||||||||||||||||
Warrant tem | 5 years | ||||||||||||||||||
Number of shares issued (in shares) | 25,000 | ||||||||||||||||||
Securities Purchase Agreement [Member] | 12% July 2019 Convertible Promissory Note [Member] | Institutional Investor [Member] | |||||||||||||||||||
Principal amount | $ 1,000,000 | ||||||||||||||||||
Amount of converted debt | 1,292,000 | ||||||||||||||||||
Default premium | 200,000 | ||||||||||||||||||
Risk-free rate | 1.75% | ||||||||||||||||||
Volatility | 85.47% | ||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||
Intrinsic value | $ 1,131,960 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | Common Stock [Member] | Five Year Warrants [Member] | |||||||||||||||||||
Principal amount | $ 1,492,000 | ||||||||||||||||||
Interest rate on debt | 12.00% | ||||||||||||||||||
Maturity date | Jan. 22, 2020 | ||||||||||||||||||
Amount of converted debt | $ 209,888 | ||||||||||||||||||
Conversion price (in dollars per share) | $ 8.80 | ||||||||||||||||||
Fair value of warrant | $ 351,958 | ||||||||||||||||||
Debt discount | $ 142,070 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | Institutional Investor [Member] | |||||||||||||||||||
Principal amount | $ 783,031 | ||||||||||||||||||
Interest rate on debt | 12.00% | ||||||||||||||||||
Maturity date | Dec. 31, 2019 | ||||||||||||||||||
Debt conversion term | 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. | ||||||||||||||||||
Debt discount | $ 71,185 | ||||||||||||||||||
Loss on extinguishment | 36,999 | ||||||||||||||||||
Intrinsic value | 71,185 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | Investor [Member] | |||||||||||||||||||
Value of shares issued | $ 660,337 | ||||||||||||||||||
Number of share issued upon debt conversion | 8,413 | ||||||||||||||||||
Amount of converted debt | $ 1,053,351 | ||||||||||||||||||
Net proceeds from issuance of debt | 393,014 | ||||||||||||||||||
Additional interest expense | $ 393,014 | ||||||||||||||||||
Securities Purchase Agreement [Member] | 4% Convertible Promissory Notes [Member] | Institutional Investor [Member] | |||||||||||||||||||
Principal amount | $ 660,000 | ||||||||||||||||||
Maturity date | May 20, 2024 | ||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 12 | ||||||||||||||||||
Warrant tem | 5 years | ||||||||||||||||||
Number of warrants purchased | 12,500 | ||||||||||||||||||
Amount of converted debt | $ 188,448 | ||||||||||||||||||
Conversion price (in dollars per share) | $ 4 | ||||||||||||||||||
Fair value of warrant | $ 406,896 | ||||||||||||||||||
Debt discount | $ 58,448 | ||||||||||||||||||
Risk-free rate | 2.18% | ||||||||||||||||||
Volatility | 87.51% | ||||||||||||||||||
Securities Purchase Agreement [Member] | 4% Convertible Promissory Notes [Member] | Institutional Investor [Member] | Non Cash Interest Expense [Member] | |||||||||||||||||||
Debt discount | $ 51,669 | ||||||||||||||||||
Securities Purchase Agreement [Member] | 12% Convertible Promissory Notes [Member] | |||||||||||||||||||
Principal amount | $ 815,218 | ||||||||||||||||||
Interest rate on debt | 12.00% | ||||||||||||||||||
Maturity date | Dec. 31, 2019 | ||||||||||||||||||
Conversion price (in dollars per share) | $ 4 | ||||||||||||||||||
Loss on extinguishment | $ 11,647 | ||||||||||||||||||
Securities Purchase Agreement [Member] | 12% Convertible Promissory Notes [Member] | Institutional Investor [Member] | |||||||||||||||||||
Principal amount | $ 526,316 | ||||||||||||||||||
Securities Purchase Agreement [Member] | 8% Convertible Promissory Notes [Member] | Lender [Member] | |||||||||||||||||||
Principal amount | $ 935,772 | $ 230,000 | $ 575,000 | ||||||||||||||||
Interest rate on debt | 8.00% | ||||||||||||||||||
Conversion price (in dollars per share) | $ 1.80 | ||||||||||||||||||
Loss on extinguishment | $ 27,151 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Third 10% Convertible Note [Member] | |||||||||||||||||||
Principal amount | $ 2,000,000 | ||||||||||||||||||
Number of share issued upon debt conversion | 6,250 | ||||||||||||||||||
Conversion price (in dollars per share) | $ 320 | ||||||||||||||||||
Debt issuance costs | $ 200,500 | ||||||||||||||||||
Intrinsic value | $ 910,419 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Third 10% Convertible Note [Member] | Minimum [Member] | |||||||||||||||||||
Conversion price (in dollars per share) | $ 320 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Third 10% Convertible Note [Member] | Maximum [Member] | |||||||||||||||||||
Conversion price (in dollars per share) | $ 600 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Second 10% Convertible Note [Member] | |||||||||||||||||||
Principal amount | $ 1,000,000 | ||||||||||||||||||
Conversion price (in dollars per share) | $ 600 | ||||||||||||||||||
Number of additional shares issued | 500 | ||||||||||||||||||
Loss on extinguishment | $ 665,346 | ||||||||||||||||||
Intrinsic value | $ 225,000 | ||||||||||||||||||
Securities Purchase Agreement [Member] | 10% Convertible Note [Member] | |||||||||||||||||||
Principal amount | $ 6,000,000 | ||||||||||||||||||
Securities Purchase Agreement [Member] | 10% Convertible Secured Notes [Member] | Common Stock [Member] | |||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 800 | ||||||||||||||||||
Number of warrants purchased | 188 | ||||||||||||||||||
Conversion price (in dollars per share) | $ 600 | ||||||||||||||||||
Cash payment to investor | $ 300,000 | ||||||||||||||||||
Securities Purchase Agreement [Member] | 10% Convertible Secured Notes [Member] | Common Stock [Member] | Five Year Warrants [Member] | |||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 1,080 | ||||||||||||||||||
Warrant tem | 5 years | ||||||||||||||||||
Number of shares issued (in shares) | 1,389 | ||||||||||||||||||
Securities Purchase Agreement [Member] | 10% Convertible Secured Notes [Member] | Common Stock [Member] | Five Year Warrants [Member] | |||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 696 | ||||||||||||||||||
Warrant tem | 5 years | ||||||||||||||||||
Number of shares issued (in shares) | 2,155 | ||||||||||||||||||
Securities Purchase Agreement [Member] | 10% Convertible Secured Notes [Member] | Institutional Investor [Member] | Common Stock [Member] | |||||||||||||||||||
Number of shares issued (in shares) | 431 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Nov. 28, 2018USD ($) | Dec. 31, 2019USD ($)ft² | Nov. 30, 2012 | Jun. 30, 2010 | Sep. 30, 2009 |
Ding Gu [Member] | |||||
Damages amount | $ 1,100,000 | ||||
Blockchain Mining Supply And Services, Ltd [Member] | |||||
Damages amount | $ 1,388,495 | ||||
Settlement Agreement [Member] | |||||
Attorneys' fees | $ 600,000 | ||||
Operating Lease Agreement [Member] | UNITED STATES | |||||
Operating lease term | 7 years | ||||
Additional operating lease term | 5 years | ||||
Operating Lease Agreement [Member] | UNITED KINGDOM | |||||
Operating lease term | 15 years | ||||
Operating Lease Agreement [Member] | ISRAEL | |||||
Operating lease term | 10 years | ||||
Operating Lease Agreement [Member] | California And Connecticut [Member] | |||||
Area of land | ft² | 43,062 | ||||
Annual base rent | $ 1,272,000 | ||||
Description of leases expiration | These leases expire between May 2019 and January 2028. | ||||
Non-Trade Creditors [Member] | |||||
Damages amount | $ 3,600,000 | ||||
Damages sought value | 4,000,000 | ||||
Non-Trade Creditors [Member] | Settlement Agreement [Member] | |||||
Settlement amount | 400,000 | ||||
Two Trade Creditors [Member] | Trade Liabilities [Member] | |||||
Settlement amount | 450,000 | ||||
Maximum loss exposure | $ 350,000 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Dec. 22, 2019 | Aug. 06, 2019 | Aug. 06, 2019 | Jul. 23, 2019 | Apr. 02, 2019 | Mar. 29, 2019 | Mar. 14, 2019 | Oct. 11, 2018 | Oct. 10, 2018 | Sep. 13, 2018 | Aug. 16, 2018 | Jul. 02, 2018 | May 15, 2018 | May 15, 2018 | May 08, 2018 | Apr. 24, 2018 | Apr. 24, 2018 | Feb. 27, 2018 | Feb. 09, 2018 | Jan. 31, 2018 | Jan. 12, 2018 | Jan. 10, 2018 | Jan. 03, 2018 | Oct. 05, 2017 | Mar. 09, 2017 | Sep. 30, 2018 | Jan. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 03, 2019 | Dec. 07, 2018 | May 23, 2018 | Apr. 16, 2018 | Mar. 22, 2018 | Jan. 23, 2018 | Jun. 19, 2017 | Jun. 02, 2017 |
Preferred stock, authorized | 25,000,000 | ||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 10.28 | ||||||||||||||||||||||||||||||||||||
Accrued interest | $ 497,417 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 75 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | $ 97,800 | $ 97,800 | |||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 2,333 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants | $ 867,166 | $ 6,621,025 | 867,166 | ||||||||||||||||||||||||||||||||||
Issuance of common stock in connection with convertible notes | $ 1,541,108 | ||||||||||||||||||||||||||||||||||||
Number of shares sold | 771,275 | ||||||||||||||||||||||||||||||||||||
Treasury stock (in shares) | 2,750 | ||||||||||||||||||||||||||||||||||||
Treasury stock (in dollars per share) | $ 57,748 | ||||||||||||||||||||||||||||||||||||
Proceeds From warrant exercises | $ 127,000 | 867,166 | |||||||||||||||||||||||||||||||||||
Warrant issued | 6,500 | ||||||||||||||||||||||||||||||||||||
Preferred stock price per share (in dollar per share) | $ 0.001 | ||||||||||||||||||||||||||||||||||||
Common stock, authorized | 550,000,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock remaining authorized | 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 | $ 4,736,295 | $ 2,446,116 | |||||||||||||||||||||||||||||||||||
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 | 66,740 | ||||||||||||||||||||||||||||||||||||
Accrued liabilities | $ 175,377 | ||||||||||||||||||||||||||||||||||||
Expected life | 4 years 8 months 12 days | ||||||||||||||||||||||||||||||||||||
Expected dividends | 0.00% | ||||||||||||||||||||||||||||||||||||
Pre-Funded Warrants [Member] | |||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.40 | ||||||||||||||||||||||||||||||||||||
Number of shares sold | 317,500 | ||||||||||||||||||||||||||||||||||||
Divine Capital Markets, LLC [Member] | |||||||||||||||||||||||||||||||||||||
Number of warrants purchased | 228 | ||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 576 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 349 | ||||||||||||||||||||||||||||||||||||
10% Convertible Note [Member] | |||||||||||||||||||||||||||||||||||||
Issuance of common stock for conversion of debt (in shares) | 865 | 2,743 | |||||||||||||||||||||||||||||||||||
Principal amount | $ 1,250,000 | $ 18,865 | |||||||||||||||||||||||||||||||||||
Accrued interest | 133,884 | $ 259,408 | |||||||||||||||||||||||||||||||||||
12% Convertible Note [Member] | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 202,000 | ||||||||||||||||||||||||||||||||||||
Accrued interest | $ 5,723 | ||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||
Issuance of common stock for conversion of debt (in shares) | 49 | ||||||||||||||||||||||||||||||||||||
Accrued interest | $ 23,250 | ||||||||||||||||||||||||||||||||||||
ConvertibleNote3Member | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 550,000 | ||||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,987 | ||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||
Issuance of common stock for conversion of debt (in shares) | 370,473 | 5,281 | |||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 75 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 699,887 | 2,682 | |||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants | $ 700 | $ 3 | |||||||||||||||||||||||||||||||||||
Issuance of common stock in connection with convertible notes (in shares) | 3,425 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock in connection with convertible notes | $ 2 | ||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||
Number of warrants purchased | 188 | 188 | 258,370 | 188 | 1,243 | 1,563 | 781 | 228 | |||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 800 | $ 800 | $ 868 | $ 920 | $ 1,040 | $ 920 | $ 1,760 | $ 800 | |||||||||||||||||||||||||||||
Number of shares sold | 18,379 | ||||||||||||||||||||||||||||||||||||
Principal amount | $ 563 | $ 1,722,222 | $ 2,100,000 | $ 1,250,000 | |||||||||||||||||||||||||||||||||
Expected life | 5 years | 4 years 9 months 18 days | |||||||||||||||||||||||||||||||||||
Expected dividends | 0.00% | 0.00% | |||||||||||||||||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Issuance of Series B preferred stock for conversion of short-term advances (in shares) | 25,000 | ||||||||||||||||||||||||||||||||||||
Additional Paid-In Capital [Member] | |||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | $ 97,800 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants | $ 6,620,325 | 867,163 | |||||||||||||||||||||||||||||||||||
Issuance of common stock in connection with convertible notes | $ 1,541,106 | ||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | 5% Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||
Issuance of common stock for conversion of debt (in shares) | 1,152 | ||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | 12% Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||
Issuance of common stock for conversion of debt (in shares) | 472 | ||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ConvertibleDebt14Member | |||||||||||||||||||||||||||||||||||||
Number of warrants purchased | 77,871 | ||||||||||||||||||||||||||||||||||||
PurchaseAgreement1Member | |||||||||||||||||||||||||||||||||||||
Principal amount | 5,999,584 | ||||||||||||||||||||||||||||||||||||
Issuances of Common Stock for cash and cancellation of short-term advances | $ 3,225,000 | $ 2,774,584 | |||||||||||||||||||||||||||||||||||
Number of shares sold | 9,614 | ||||||||||||||||||||||||||||||||||||
Cash | $ 5,168 | $ 5,168 | |||||||||||||||||||||||||||||||||||
Short-term advances | 4,446 | ||||||||||||||||||||||||||||||||||||
PurchaseAgreement1Member | 10% Convertible Note [Member] | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 565,000 | $ 1,272,600 | $ 1,000,000 | $ 6,000,000 | $ 6,000,000 | $ 789,473 | |||||||||||||||||||||||||||||||
Issuance of restricted common stock (in shares) | 500 | 500 | 500 | 431 | 563 | ||||||||||||||||||||||||||||||||
PurchaseAgreement1Member | January 2018 10% Convertible Note [Member] | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 1,250,000 | ||||||||||||||||||||||||||||||||||||
Issuance of restricted common stock (in shares) | 680 | ||||||||||||||||||||||||||||||||||||
PurchaseAgreement1Member | 12% April 2018 Convertible Note [Member] | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 1,722,222 | ||||||||||||||||||||||||||||||||||||
Issuance of restricted common stock (in shares) | 251 | ||||||||||||||||||||||||||||||||||||
Institutional Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares sold | 9,614 | ||||||||||||||||||||||||||||||||||||
Principal amount | $ 565,000 | ||||||||||||||||||||||||||||||||||||
Maximum amount of at the market offering | $ 6,000,000 | ||||||||||||||||||||||||||||||||||||
Institutional Investor [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares sold | 500 | ||||||||||||||||||||||||||||||||||||
Principal amount | $ 309,193 | ||||||||||||||||||||||||||||||||||||
Ault & Company [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares sold | 94 | ||||||||||||||||||||||||||||||||||||
Ault & Company [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||||
Number of warrants purchased | 94 | ||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 480 | ||||||||||||||||||||||||||||||||||||
Ault & Company [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares sold | 660,667 | ||||||||||||||||||||||||||||||||||||
Philou [Member] | PurchaseAgreement1Member | |||||||||||||||||||||||||||||||||||||
Addition number of warrants purchased in black scholes option pricing model | 141,951 | ||||||||||||||||||||||||||||||||||||
Philou [Member] | Preferred Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Description of stock purchase agreement term | Philou invested $1,250,000 in the Company through the purchase of 125,000 shares of Series B Preferred Stock. | ||||||||||||||||||||||||||||||||||||
HCW [Member] | Purchase and Sale Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 812.53 | ||||||||||||||||||||||||||||||||||||
Number of shares issued for services (in shares) | 4,604 | ||||||||||||||||||||||||||||||||||||
Number of shares issued for services | $ 3,740,888 | ||||||||||||||||||||||||||||||||||||
Number of shares sold | 26,552 | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 50,000,000 | $ 19,022,416 | |||||||||||||||||||||||||||||||||||
Number of shares issue (in shares) | 500,000 | ||||||||||||||||||||||||||||||||||||
Gross proceeds from common stock | $ 50,000,000 | $ 19,022,416 | |||||||||||||||||||||||||||||||||||
Investor [Member] | Securities Purchase Agreement Amendment [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares sold | 2,735 | ||||||||||||||||||||||||||||||||||||
AVLP [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares sold | 91,000 | 430,942 | |||||||||||||||||||||||||||||||||||
AVLP [Member] | Loan And Security Agreement [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||
Principal amount | $ 9,595,079 | ||||||||||||||||||||||||||||||||||||
Avalanche International Corp. [Member] | |||||||||||||||||||||||||||||||||||||
Number of warrants purchased | 19,190,158 | ||||||||||||||||||||||||||||||||||||
Philou Ventures, LLC [Member] | Purchase and Sale Agreement [Member] | Warrant97Member | |||||||||||||||||||||||||||||||||||||
Number of warrants purchased | 203 | ||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 2,000 | ||||||||||||||||||||||||||||||||||||
Philou Ventures, LLC [Member] | Purchase and Sale Agreement [Member] | First Warrant [Member] | |||||||||||||||||||||||||||||||||||||
Number of warrants purchased | 140 | ||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 1,800 | ||||||||||||||||||||||||||||||||||||
Alzamend Neuro, Inc. [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares sold | 372,625 | ||||||||||||||||||||||||||||||||||||
Cash | $ 26,617 | ||||||||||||||||||||||||||||||||||||
Wilson-Davis & Co., Inc., [Member] | AtTheMarketIssuanceSalesAgreementMember | |||||||||||||||||||||||||||||||||||||
Number of shares sold | 9,303 | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 25,000,000 | $ 1,637,054 | |||||||||||||||||||||||||||||||||||
Gross proceeds from common stock | 25,000,000 | $ 1,637,054 | |||||||||||||||||||||||||||||||||||
Wilson-Davis & Co., Inc., [Member] | At-The-Market Issuance Sales Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares sold | 119,791 | ||||||||||||||||||||||||||||||||||||
Gross proceeds from issuance of common stock | $ 4,656,051 | ||||||||||||||||||||||||||||||||||||
Aggregate offering price | $ 25,000,000 | ||||||||||||||||||||||||||||||||||||
Ascendiant Capital Markets, LLC [Member] | AtTheMarketIssuanceSalesAgreementMember | |||||||||||||||||||||||||||||||||||||
Number of shares sold | 1,819,826 | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 5,499,999 | ||||||||||||||||||||||||||||||||||||
Maximum amount of at the market offering | $ 5,500,000 | ||||||||||||||||||||||||||||||||||||
Gross proceeds from common stock | $ 5,499,999 | ||||||||||||||||||||||||||||||||||||
A.G.P./Alliance Global Partners [Member] | Underwriting Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares sold | 71,388 | ||||||||||||||||||||||||||||||||||||
Public offering price (in dollars per share) | $ 17.60 | ||||||||||||||||||||||||||||||||||||
A.G.P./Alliance Global Partners [Member] | Underwriting Agreement [Member] | Common Warrants [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares sold | 317,500 | ||||||||||||||||||||||||||||||||||||
Public offering price (in dollars per share) | $ 0.40 | ||||||||||||||||||||||||||||||||||||
A.G.P./Alliance Global Partners [Member] | Underwriting Agreement [Member] | Pre-Funded Warrants [Member] [Default Label] | |||||||||||||||||||||||||||||||||||||
Number of shares sold | 317,500 | ||||||||||||||||||||||||||||||||||||
Consultants [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares issued for services (in shares) | 69,375 | ||||||||||||||||||||||||||||||||||||
Number of shares issued for services | $ 338,619 | ||||||||||||||||||||||||||||||||||||
Share price (in dollars per share) | $ 4.88 | ||||||||||||||||||||||||||||||||||||
Underwriter [Member] | Warrants [Member] | |||||||||||||||||||||||||||||||||||||
Number of additonal common stock issued | 15,550 | ||||||||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | ||||||||||||||||||||||||||||||||||||
Convertible preferred stock, authorized | 2,500 | ||||||||||||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | |||||||||||||||||||||||||||||||||||
Convertible preferred stock, outstanding | 7,040 | 1,434 | |||||||||||||||||||||||||||||||||||
Number of shares issue (in shares) | 5,606 | 1,434 | |||||||||||||||||||||||||||||||||||
Number of shares issue, value | $ 131,741 | $ 33,699 | |||||||||||||||||||||||||||||||||||
Percentage relative rights | 10.00% | ||||||||||||||||||||||||||||||||||||
Dividends annual rate | 10.00% | ||||||||||||||||||||||||||||||||||||
Dividends per share (in dollars per share) | $ 2.50 | ||||||||||||||||||||||||||||||||||||
Preferred stock price per share (in dollar per share) | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||
Preferred stock liquidation, preference value | $ 35,850 | $ 35,850 | |||||||||||||||||||||||||||||||||||
Preferred stock redemption terms | On and after September 30, 2023, the Company may, at its option, upon not less than thirty (30) days nor more than sixty (60) days’ written notice, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share of Series A Preferred Stock, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption. In addition, upon the occurrence of a change of control, subject to certain restrictions, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice, redeem the Series A Preferred Stock, in whole or in part, within one hundred twenty (120) days after the first date on which such change of control occurred, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption. | ||||||||||||||||||||||||||||||||||||
Redemption price per share | $ 25 | ||||||||||||||||||||||||||||||||||||
Preferred stock issued | 7,040 | 1,434 | |||||||||||||||||||||||||||||||||||
Preferred stock remaining authorized | 7,040 | ||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Preferred stock, authorized | 500,000 | 500,000 | |||||||||||||||||||||||||||||||||||
Convertible preferred stock, outstanding | 125,000 | 125,000 | |||||||||||||||||||||||||||||||||||
Preferred stock price per share (in dollar per share) | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||
Preferred stock liquidation, preference value | $ 1,250,000 | $ 1,250,000 | |||||||||||||||||||||||||||||||||||
Preferred stock issued | 125,000 | 125,000 | |||||||||||||||||||||||||||||||||||
Preferred stock remaining authorized | 125,000 | ||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Preferred Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Number of warrants purchased | 446 | 446 | |||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 560 | $ 560 | |||||||||||||||||||||||||||||||||||
Number of shares sold | 25,000 | ||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Philou [Member] | |||||||||||||||||||||||||||||||||||||
Issuance of common stock for conversion of debt (in shares) | 108,049 | ||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Philou [Member] | PurchaseAgreement1Member | |||||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 10 | ||||||||||||||||||||||||||||||||||||
Exercise price of warrants,conversion rate | $ 560 | ||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Philou [Member] | Preferred Stock Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Description of stock purchase agreement term | Philou may invest up to $5,000,000 in the Company through the purchase of Series B Preferred Stock over 36 months. | ||||||||||||||||||||||||||||||||||||
Number of shares sold | 25,000 | 125,000 | |||||||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Conversion of preferred stock | 947 | ||||||||||||||||||||||||||||||||||||
Class B Common Stock [Member] | |||||||||||||||||||||||||||||||||||||
Common stock, outstanding | |||||||||||||||||||||||||||||||||||||
Common stock stated value | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||
Common stock, authorized | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||||||||||||||||||||||||||
Class B Common Stock [Member] | Institutional Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Number of warrants purchased | 2,155 | 2,155 | |||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 696 | $ 696 | |||||||||||||||||||||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||||||||||||||||||||
Common stock, outstanding | 3,318,390 | 100,910 | |||||||||||||||||||||||||||||||||||
Common stock stated value | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||
Common stock, authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||||||||||||||||||||||||
Increased in authorized shares | 200,000,000 | ||||||||||||||||||||||||||||||||||||
Class A Common Stock [Member] | Institutional Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Number of warrants purchased | 7,211 | 7,211 | |||||||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 752 | $ 752 | |||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||
Recognized a loss on issuance of warrants | $ 1,763,481 | ||||||||||||||||||||||||||||||||||||
Expected life | 5 years |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax asset: | ||
Allowance for doubtful accts | $ 163,123 | $ 1,318 |
UNICAP | 16,314 | 22,558 |
Obsolete Inventory | 41,131 | 41,046 |
Reserves | 1,641,874 | 1,577,415 |
Warrant Liability | 2,330 | 3,351 |
Accrued Compensation | 89,089 | 43,111 |
Deferred rent liability | 4,759 | |
Credit carryforwards | 142,484 | 142,484 |
Stock Compensation | 430,274 | 425,603 |
Fixed Assets, net | 1,278,863 | 300,240 |
Contribution, Carryforward | 62 | 66 |
Accrued interest expense | 22,414 | 30,822 |
Net operating loss carryforwards | 11,602,532 | 6,924,325 |
Lease Liability | 899,722 | |
Credit Loss | 995,184 | |
Total deferred tax asset | 17,325,396 | 9,517,098 |
Deferred tax liability: | ||
ROU assets | (870,886) | |
Intangible Assets, net | (209,044) | (567,923) |
Total deferred income tax liabilities | (1,079,930) | (567,923) |
Net deferred income tax assets | 16,245,466 | 8,949,175 |
Valuation allowance | (16,308,197) | (9,054,147) |
Deferred tax asset (liability), net | $ (62,731) | $ (104,972) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current | ||
US Federal | ||
US State | ||
Foreign | 134,017 | |
Total current provision | 134,017 | |
Deferred | ||
US Federal | (158,482) | |
US State | ||
Foreign | (108,293) | (52,134) |
Total deferred benefit | (108,293) | (210,616) |
Total provision for income taxes | $ (108,293) | $ (76,599) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Expected federal income tax benefit | 21.00% | 21.00% |
Beneficial conversion feature | (0.60%) | (1.10%) |
State taxes net of federal benefit | 3.50% | 2.40% |
Foreign rate differential | (0.20%) | (0.30%) |
Section 382 limitation | (4.90%) | |
Effect of change in tax rates | (1.80%) | |
Effect of change in valuation allowance | (21.90%) | (15.10%) |
Other | (1.40%) | 0.10% |
Income taxes provision (benefit) | 0.40% | 0.30% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net operating loss carryforwards | $ 11,602,532 | $ 6,924,325 |
Effective tax rates | 0.40% | 0.30% |
Operating loss carryforwards limitation | $ 157,433 | |
Increased in valuation allowance | 7,254,050 | |
Foreign income tax loss | $ 2,220,361 | |
Corporate income tax rate | 21.00% | 21.00% |
Income tax purposes | $ 12,064,563 | |
Federal [Member] | ||
Net operating loss carryforwards | $ 52,884,756 | |
Limitation on use | Begin to expire in 2020. | |
ISRAEL | ||
Foreign statutory tax rates | 7.50% | |
UNITED KINGDOM | ||
Foreign statutory tax rates | 19.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Dec. 22, 2019 | Apr. 12, 2019 | Apr. 24, 2018 | Apr. 24, 2018 | Oct. 05, 2017 | Mar. 31, 2017 | Mar. 09, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2019 | Aug. 21, 2017 |
Number of shares issued (in shares) | 771,275 | |||||||||||
Short-term loans | $ 762,000 | |||||||||||
Multiplex Laser Surface Enhancement [Member] | ||||||||||||
Proceeds from sale of shares | $ 2,676,219 | |||||||||||
AVLP [Member] | ||||||||||||
Number of shares issued (in shares) | 91,000 | 430,942 | ||||||||||
Amount of shares issued | $ 53,032 | $ 417,169 | ||||||||||
Unrealized gain | $ 507,959 | |||||||||||
Avalanche International Corp. [Member] | ||||||||||||
Number of warrants purchased | 19,190,158 | |||||||||||
MTIX Limited [Member] | ||||||||||||
Proceeds from sale of shares | $ 1,238,856 | |||||||||||
MTIX Limited [Member] | Multiplex Laser Surface Enhancement [Member] | ||||||||||||
Revenues | $ 0 | $ 3,907,280 | ||||||||||
Purchase order | $ 50,000,000 | |||||||||||
Alzamend Neuro, Inc. [Member] | ||||||||||||
Number of shares issued (in shares) | 372,625 | |||||||||||
Contractual interest receivable | $ 181,483 | |||||||||||
Cash | 26,617 | |||||||||||
Amount of shares issued | 208,100 | |||||||||||
Unrealized gain | 350,838 | |||||||||||
Ault & Company [Member] | ||||||||||||
Number of shares issued (in shares) | 94 | |||||||||||
Promissory note receivable | $ 2,900,000 | |||||||||||
Short-term loans | $ 1,335,570 | |||||||||||
Philou [Member] | Manager [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||||
Number of shares issued (in shares) | 125,000 | |||||||||||
Milton C. Ault [Member] | ||||||||||||
Repayment of sale of advances on future receipts | $ 8,218,000 | |||||||||||
Repayment of sale of the promissory notes | $ 4,781,000 | |||||||||||
Percentage obligation of non-cash compensation | 1.50% | |||||||||||
Loan And Security Agreement [Member] | AVLP [Member] | ||||||||||||
Maximum amount of non-revolving credit facility | $ 10,000,000 | |||||||||||
Contractual interest receivable | $ 2,025,475 | |||||||||||
Loan And Security Agreement [Member] | AVLP [Member] | Convertible Promissory Note [Member] | ||||||||||||
Principal amount | $ 9,595,079 | |||||||||||
Interest rate on debt | 12.00% | |||||||||||
Securities Purchase Agreement [Member] | Ault & Company [Member] | ||||||||||||
Number of shares issued (in shares) | 660,667 | |||||||||||
Amount of shares issued | $ 739,948 | |||||||||||
Market price of common stock (in dollars per share) | $ 1.12 | |||||||||||
Preferred Stock Purchase Agreement [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||||
Number of shares issued (in shares) | 25,000 | |||||||||||
Number of warrants purchased | 446 | 446 | ||||||||||
Preferred Stock Purchase Agreement [Member] | Philou [Member] | ||||||||||||
Description of stock purchase agreement term | Philou invested $1,250,000 in the Company through the purchase of 125,000 shares of Series B Preferred Stock. | |||||||||||
Preferred Stock Purchase Agreement [Member] | Philou [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||||
Number of shares issued (in shares) | 25,000 | 125,000 | ||||||||||
Description of stock purchase agreement term | Philou may invest up to $5,000,000 in the Company through the purchase of Series B Preferred Stock over 36 months. |
SEGMENT, CUSTOMERS AND GEOGRA_2
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 21,057,509 | $ 17,762,217 |
Revenue, cryptocurrency mining | 641,745 | 1,675,549 |
Revenue, related party | 3,907,280 | |
Revenue, restaurant operations | 4,149,646 | 3,462,140 |
Revenue, lending activities | 662,740 | 347,033 |
Inter-segment revenues | ||
Total revenues | 26,511,640 | 27,154,219 |
Depreciation and amortization expense | 3,465,091 | 2,906,685 |
Loss from operations | (26,941,797) | (19,605,456) |
Capital expenditures for segment assets | 201,360 | 8,919,532 |
Identifiable assets | 42,750,408 | 49,425,880 |
Operating Segments [Member] | GWW [Member] | ||
Revenues | 15,231,843 | 11,933,092 |
Revenue, cryptocurrency mining | ||
Total revenues | 15,231,843 | 11,933,092 |
Depreciation and amortization expense | 705,873 | 615,503 |
Loss from operations | (828,424) | (2,251,686) |
Capital expenditures for segment assets | 34,899 | 52,319 |
Identifiable assets | 20,847,352 | 18,400,343 |
Operating Segments [Member] | Coolisys [Member] | ||
Revenues | 5,825,666 | 5,829,125 |
Revenue, cryptocurrency mining | ||
Revenue, related party | 3,907,280 | |
Revenue, lending activities | ||
Inter-segment revenues | 36,833 | |
Total revenues | 5,825,666 | 9,773,238 |
Depreciation and amortization expense | 121,618 | 139,897 |
Loss from operations | (1,327,259) | (2,194,809) |
Capital expenditures for segment assets | 133,198 | 41,998 |
Identifiable assets | 18,901,630 | 19,173,587 |
Operating Segments [Member] | DPL [Member] | ||
Revenues | ||
Revenue, cryptocurrency mining | ||
Revenue, related party | ||
Revenue, restaurant operations | ||
Revenue, lending activities | 662,740 | 347,033 |
Inter-segment revenues | ||
Total revenues | 662,740 | 347,033 |
Loss from operations | (1,673,065) | (179,760) |
Capital expenditures for segment assets | 21,203 | |
Identifiable assets | 1,727,275 | 2,760,314 |
Operating Segments [Member] | Digital Farms [Member] | ||
Revenues | ||
Revenue, cryptocurrency mining | 641,745 | 1,675,549 |
Revenue, related party | ||
Revenue, restaurant operations | ||
Revenue, lending activities | ||
Inter-segment revenues | ||
Total revenues | 641,745 | 1,675,549 |
Depreciation and amortization expense | 2,245,676 | 2,151,505 |
Loss from operations | (6,939,212) | (6,369,138) |
Capital expenditures for segment assets | 8,891,928 | |
Identifiable assets | 487,997 | 7,018,958 |
Operating Segments [Member] | I. AM, Inc. [Member] | ||
Revenues | ||
Revenue, cryptocurrency mining | ||
Revenue, related party | ||
Revenue, restaurant operations | 4,149,646 | 3,462,140 |
Revenue, lending activities | ||
Inter-segment revenues | ||
Total revenues | 4,149,646 | 3,462,140 |
Depreciation and amortization expense | 391,924 | |
Loss from operations | (2,243,879) | (81,264) |
Capital expenditures for segment assets | 12,060 | 183,747 |
Identifiable assets | $ 786,154 | 2,072,678 |
Intersegment Eliminations [Member] | ||
Revenues | ||
Revenue, cryptocurrency mining | ||
Revenue, related party | ||
Revenue, restaurant operations | ||
Revenue, lending activities | ||
Inter-segment revenues | (36,833) | |
Total revenues | (36,833) | |
Depreciation and amortization expense | ||
Loss from operations | ||
Capital expenditures for segment assets | ||
Identifiable assets |
SEGMENT, CUSTOMERS AND GEOGRA_3
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total Revenues by Major Customer | $ 26,511,640 | $ 27,154,219 |
Customer A [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||
Total Revenues by Major Customer | $ 6,319,221 | $ 3,907,280 |
Percentage of Total Company Revenues | 24.00% | 14.00% |
SEGMENT, CUSTOMERS AND GEOGRA_4
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 26,511,640 | $ 27,154,219 |
Defense Products [Member] | ||
Revenues | 13,408,604 | 16,556,963 |
Commercial Products [Member] | ||
Revenues | $ 13,103,036 | $ 10,597,256 |
SEGMENT, CUSTOMERS AND GEOGRA_5
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 26,511,640 | $ 27,154,219 |
Middle East [Member] | ||
Revenues | 8,681,023 | 5,226,075 |
North America [Member] | ||
Revenues | 15,072,792 | 19,113,226 |
Europe [Member] | ||
Revenues | 1,678,256 | 1,765,991 |
Other [Member] | ||
Revenues | $ 1,079,569 | $ 1,048,927 |
SEGMENT, CUSTOMERS AND GEOGRA_6
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details Narrative) | 12 Months Ended |
Dec. 31, 2019Number | |
Segment Reporting [Abstract] | |
Number of reportable segments | 5 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Mar. 04, 2020 | Feb. 25, 2020 | Feb. 24, 2020 | Feb. 10, 2020 | Feb. 05, 2020 | Jan. 15, 2020 | Dec. 23, 2019 | Dec. 22, 2019 | Oct. 05, 2017 | Mar. 31, 2020 | Apr. 30, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | Sep. 26, 2019 | Mar. 23, 2018 |
Number of shares issued | 771,275 | ||||||||||||||
12% Senior Secured Promissory Note [Member] | |||||||||||||||
Principal amount | $ 815,218 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Number of shares issued | 65,000 | ||||||||||||||
Number of shares issued, value | $ 73,450 | ||||||||||||||
Principal amount | $ 715,101 | $ 715,101 | |||||||||||||
Conversion price (in dollars per share) | $ 1.13 | ||||||||||||||
Subsequent Event [Member] | 12% Senior Secured Promissory Note [Member] | |||||||||||||||
Principal amount | $ 585,919 | ||||||||||||||
Subsequent Event [Member] | 8% Senior Secured Promissory Note [Member] | |||||||||||||||
Number of shares issued | 650,049 | ||||||||||||||
Principal amount | $ 935,772 | $ 935,772 | |||||||||||||
Subsequent Event [Member] | UNITED STATES | |||||||||||||||
Principal amount | $ 2,000,000 | ||||||||||||||
Ault & Company [Member] | |||||||||||||||
Number of shares issued | 94 | ||||||||||||||
Ault & Company [Member] | Subsequent Event [Member] | 8% Convertible Promissory Note [Member] | |||||||||||||||
Principal amount | $ 1,000,000 | ||||||||||||||
Interest rate on debt | 8.00% | ||||||||||||||
Maturity terms | Aug. 5, 2020 | ||||||||||||||
Ault & Company [Member] | Subsequent Event [Member] | 8% Convertible Promissory Note [Member] | Common Stock [Member] | |||||||||||||||
Conversion price (in dollars per share) | $ 1.45 | ||||||||||||||
Investor [Member] | Subsequent Event [Member] | |||||||||||||||
Number of shares issued | 861,580 | ||||||||||||||
Principal amount | $ 836,845 | $ 836,845 | |||||||||||||
Investor [Member] | Subsequent Event [Member] | 12% Senior Secured Promissory Note [Member] | |||||||||||||||
Number of shares issued | 203,448 | ||||||||||||||
Principal amount | $ 295,000 | $ 295,000 | |||||||||||||
Conversion price (in dollars per share) | $ 1.45 | ||||||||||||||
Dominion [Member] | Subsequent Event [Member] | 12% Senior Secured Promissory Note [Member] | |||||||||||||||
Number of shares issued | 12,500 | ||||||||||||||
Securities Purchase Agreement [Member] | 12% Senior Secured Promissory Note [Member] | |||||||||||||||
Principal amount | $ 1,000,000 | ||||||||||||||
Securities Purchase Agreement [Member] | Ault & Company [Member] | Subsequent Event [Member] | |||||||||||||||
Number of shares issued | 666,945 | ||||||||||||||
Percentage of ownership interest | 19.99% | ||||||||||||||
Securities Purchase Agreement [Member] | Ault & Company [Member] | |||||||||||||||
Number of shares agreed to purchase | 660,667 | ||||||||||||||
Number of shares agreed to purchase, value | $ 739,948 | ||||||||||||||
Number of shares issued | 660,667 | ||||||||||||||
Number of shares issued, value | $ 739,948 | ||||||||||||||
Shares issued price (in dollars per share) | $ 1.12 | ||||||||||||||
Master Exchange Agreement [Member] | Subsequent Event [Member] | Creditor [Member] | |||||||||||||||
Principal amount | $ 4,200,000 | ||||||||||||||
Description of pricing periods | Two pricing periods, the first of which shall commence after the date on which the Creditor receives the Exchange Shares pursuant to the Initial Exchange and ending on the date that is 90 days after such receipt thereof, subject to extension as provided for in the Exchange Agreement, and the second of which shall commence on the date on which the Creditor receives the Exchange Shares pursuant to the Second Exchange and ending on the date that is 90 days after such receipt thereof, in either case, unless earlier terminated by the Creditor by written notice. | ||||||||||||||
Description of right to exchange the notes | The number of shares to be issued upon each Exchange will be equal to (x) the principal and accrued but unpaid interest due on the Notes being exchanged multiplied by 1.35, divided by (y) the closing bid price effective on each date of an exchange notice pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), provided, however, that the Company shall theretofore have obtained the Required Approvals (the “Exchange Price”). | ||||||||||||||
Description of volume weighted average price | VWAP Shares means the number of shares determined by dividing (x) the Exchange Amount of the applicable Exchange, multiplied by 1.1, by (y) the greater of (I) seventy-five percent (75.0%) of the VWAP of the Company’s common stock over the applicable Pricing Period, or (II) $0.30 per share | ||||||||||||||
Description of conversion of warrant | (i) the amount of the Additional Notes, multiplied by 0.83, and divided by (ii) the Closing Bid Price of the Company’s common stock as of the date immediately prior to the Initial Exchange (the “Purchase Warrant”), or $1.30. | ||||||||||||||
Description of warrant exercisable terms | The exercise price of one hundred ten percent (110%) of the Closing Bid Price of the Company’s common stock as of the date immediately prior to the Initial Exchange, or $1.43. | ||||||||||||||
Description of option to acquire terms | In the event that the Creditor does not purchase all of the Additional Notes, the Company shall have the option to acquire a portion of the Purchase Warrants from the Creditor for an aggregate price of $1.00. | ||||||||||||||
Master Exchange Agreement [Member] | Subsequent Event [Member] | Common Stock (Exchange Shares) [Member] | Creditor [Member] | |||||||||||||||
Principal amount | $ 7,700,000 | ||||||||||||||
Master Exchange Agreement [Member] | Subsequent Event [Member] | Additional Notes [Member] | Creditor [Member] | |||||||||||||||
Principal amount | $ 3,500,000 | ||||||||||||||
Definitive Settlement Agreement [Member] | Subsequent Event [Member] | |||||||||||||||
Description of settlement terms | Shall remain in effect for no less than five (5) years, subject to any of the following: (a) a determination by a majority of the independent directors that the Reform is no longer in the best interest of the Company, including, but not limited to, due to circumstances making the Reform no longer applicable, feasible, or available on commercially reasonable terms, or (b) modifications which the Company reasonably believes are required by applicable law or regulation. | ||||||||||||||
Description of settlement reforms | (i) the resignation of a current director and the appointment of two (2) new independent directors to the Board and the Company’s three-member Nomination and Governance Committee (the “Governance Committee”), one of whom shall also be appointed to the Company’s three-member Audit Committee as an audit committee financial expert (the “Expert”) as such term is defined by the Securities and Exchange Commission (the “Commission”), (ii) certain amendments to the Company’s bylaws setting forth the composition of its directors and requirements of an independent director, (iii) the creation of a policy for related party transactions to be administered by the Company’s Governance Committee, (iv) certain amendments to the Audit Committee Charter, (v) the adoption of a written policy protecting whistleblowers, and (vi) within six (6) months of the Order, a resolution by the Board adopting a clawback policy for accounting restatements to financial statements included in a quarterly or annual report filed with the Commission. | ||||||||||||||
Settlement award | $ 600,000 | ||||||||||||||
Definitive Settlement Agreement [Member] | Company's Director & Officer Liability Insurance [Member] | Subsequent Event [Member] | |||||||||||||||
Attorneys' fees | $ 600,000 |