Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 13, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | DPW Holdings, Inc. | |
Entity Central Index Key | 0000896493 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 1-12711 | |
Entity Incorporation, State or Country Code | DE | |
Title of 12(b) Security | Class A Common Stock, $0.001 par value | |
Trading Symbol | DPW | |
Security Exchange Name | NYSEAMER | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,517,437 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,274,408 | $ 483,383 |
Marketable equity securities | 386,476 | 639,647 |
Accounts receivable | 3,028,754 | 2,438,254 |
Accounts and other receivable, related party | 1,196,379 | 1,196,379 |
Accrued revenue | 1,630,138 | 2,226,570 |
Inventories, net | 2,672,873 | 2,481,511 |
Prepaid expenses and other current assets | 2,044,605 | 1,324,161 |
Current assets held for sale | 281,352 | |
TOTAL CURRENT ASSETS | 12,233,633 | 11,071,257 |
Intangible assets | 2,959,056 | 3,206,988 |
Goodwill | 8,122,437 | 8,100,947 |
Property and equipment, net | 1,977,775 | 1,787,393 |
Right-of-use assets | 4,130,760 | 4,177,590 |
Investments - related party | 7,059,322 | 6,540,720 |
Investments in derivative liabilities and common stock - related party | 3,338,266 | 2,128,224 |
Equity investments in private companies | 261,767 | 261,767 |
Investment in limited partnership | 1,869,000 | 1,969,000 |
Loans receivable | 564,169 | 795,481 |
Other investments, related parties | 810,000 | 832,500 |
Other assets | 318,627 | 275,273 |
Noncurrent assets held for sale | 1,603,268 | |
TOTAL ASSETS | 43,644,812 | 42,750,408 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 13,073,937 | 14,284,563 |
Accounts payable and accrued expenses, related party | 38,569 | 64,604 |
Operating lease liability, current | 514,910 | 484,819 |
Advances on future receipts | 1,534,822 | 2,210,392 |
Short term advances | 540,000 | |
Short term advances, related party | 92,141 | 1,409,331 |
Revolving credit facility | 177,342 | 221,705 |
Notes payable, net | 9,833,928 | 6,137,015 |
Notes payable, related parties | 211,253 | 169,153 |
Convertible notes payable | 392,044 | 2,100,990 |
Convertible notes payable, related party | 400,000 | |
Other current liabilities | 5,502,023 | 1,545,210 |
Current liabilities held for sale | 1,572,177 | 1,593,550 |
TOTAL CURRENT LIABILITIES | 33,883,146 | 30,221,332 |
LONG TERM LIABILITIES | ||
Operating lease liability, non-current | 3,683,355 | 3,726,493 |
Notes payable | 352,032 | 482,624 |
Notes payable, related parties | 51,916 | 115,164 |
Convertible notes payable | 365,794 | 304,773 |
Noncurrent liabilities held for sale | 786,815 | 951,072 |
TOTAL LIABILITIES | 39,123,058 | 35,801,458 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Additional paid-in capital | 122,243,579 | 101,099,347 |
Accumulated deficit | (113,302,229) | (88,650,465) |
Accumulated other comprehensive loss | (4,439,443) | (5,511,624) |
TOTAL DPW HOLDINGS STOCKHOLDERS' EQUITY | 4,513,512 | 6,940,708 |
Non-controlling interest | 8,242 | 8,242 |
TOTAL STOCKHOLDERS' EQUITY | 4,521,754 | 6,948,950 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 43,644,812 | 42,750,408 |
Series A Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Convertible Preferred Stock | 7 | 7 |
Series B Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Convertible Preferred Stock | 125 | 125 |
Class A Common Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Common Stock | 11,473 | 3,318 |
Class B Common Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Common Stock |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | |
Convertible preferred stock, authorized | 25,000,000 | |
Convertible preferred stock, outstanding | 23,497,500 | |
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 | 7,040 |
Convertible preferred stock, outstanding | 7,040 | 7,040 |
Convertible preferred stock, redemption amount | $ 176,000 | $ 176,000 |
Convertible preferred stock, liquidation preference | $ 176,000 | $ 176,000 |
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 | 11,473,410 | 3,318,390 |
Common stock, outstanding | 11,473,410 | 3,318,390 |
Class B Common Stock [Member] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 25,000,000 | 25,000,000 |
Common stock, issued | ||
Common stock, outstanding |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total revenue | $ 5,675,564 | $ 5,344,829 | $ 16,681,978 | $ 16,097,308 |
Cost of revenue | 3,736,082 | 4,348,761 | 11,085,091 | 13,441,785 |
Gross profit | 1,939,482 | 996,068 | 5,596,887 | 2,655,523 |
Operating expenses | ||||
Engineering and product development | 468,838 | 481,902 | 1,371,623 | 1,408,848 |
Selling and marketing | 259,649 | 331,107 | 892,786 | 1,130,913 |
General and administrative | 2,835,940 | 3,554,043 | 8,656,841 | 11,567,180 |
Impairment of property and equipment | 4,315,856 | 4,315,856 | ||
Gain on digital currency | (237) | (951) | (251) | (6,933) |
Total operating expenses | 3,564,190 | 8,681,957 | 10,920,999 | 18,415,864 |
Loss from continuing operations | (1,624,708) | (7,685,889) | (5,324,112) | (15,760,341) |
Other income (expenses) | ||||
Interest income | 102,397 | 898,646 | 138,653 | 2,647,110 |
Interest expense | (2,365,741) | (2,954,843) | (4,414,618) | (5,585,850) |
Change in fair value of marketable equity securities | (29,318) | (330,150) | (57,896) | (173,503) |
Loss on extinguishment of debt | (12,823,039) | (155,448) | (13,297,793) | (963,232) |
Loss on issuance of warrants | (1,763,481) | |||
Change in fair value of warrant liability | 165,840 | (5,773) | 1,112,665 | |
Total other expenses, net | (15,115,701) | (2,375,955) | (17,637,427) | (4,726,291) |
Loss from continuing operations before income taxes | (16,740,409) | (10,061,844) | (22,961,539) | (20,486,632) |
Income tax benefit | 6,053 | 5,140 | 17,846 | 93,284 |
Net loss from continuing operations | (16,734,356) | (10,056,704) | (22,943,693) | (20,393,348) |
Net loss from discontinued operations, net of taxes | 0 | (284,167) | (1,697,744) | (717,426) |
Net loss | (16,734,356) | (10,340,871) | (24,641,437) | (21,110,774) |
Less: Net loss attributable to non-controlling interest | 32,416 | |||
Net loss attributable to DPW Holdings | (16,734,356) | (10,340,871) | (24,641,437) | (21,078,358) |
Preferred dividends | (2,933) | (5,284) | (10,327) | (12,437) |
Net loss available to common stockholders | $ (16,737,289) | $ (10,346,155) | $ (24,651,764) | $ (21,090,795) |
Basic and diluted net loss per common share: | ||||
Continuing operations | $ (1.69) | $ (6.29) | $ (3.40) | $ (23.78) |
Discontinued operations | (0.18) | (0.25) | (0.84) | |
Net loss per common share (in dollars per share) | $ (1.69) | $ (6.47) | $ (3.65) | $ (24.62) |
Weighted average common shares outstanding, basic and diluted (in shares) | 9,878,980 | 1,599,306 | 6,758,864 | 856,689 |
Comprehensive loss | ||||
Loss available to common stockholders | $ (16,737,289) | $ (10,346,155) | $ (24,651,764) | $ (21,090,795) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | 43,554 | 67,166 | (7,853) | 259,671 |
Net unrealized gain (loss) on derivative securities of related party | 1,561,247 | (1,152,480) | 1,080,034 | (1,513,661) |
Other comprehensive income (loss) | 1,604,801 | (1,085,314) | 1,072,181 | (1,253,990) |
Total comprehensive loss | (15,132,488) | (11,431,469) | (23,579,583) | (22,344,785) |
Revenue [Member] | ||||
Total revenue | 5,705,100 | 4,968,440 | 16,709,118 | 15,061,289 |
Cryptocurrency Mining [Member] | ||||
Total revenue | 307,172 | 592,092 | ||
Lending Activities [Member] | ||||
Total revenue | $ (29,536) | $ 69,217 | $ (27,140) | $ 443,927 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Series A & B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Non-Controlling Interest [Member] | Total |
Balance at beginning at Dec. 31, 2018 | $ 126 | $ 101 | $ 77,647,544 | $ (55,721,115) | $ (3,902,523) | $ 40,658 | $ 18,064,791 |
Balance at beginning (in shares) at Dec. 31, 2018 | 126,434 | 100,910 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock based compensation: Options | 681,079 | 681,079 | |||||
Stock based compensation: Common stock | $ 29 | 304,990 | 305,019 | ||||
Stock based compensation: Common Stock (Shares) | 29,375 | ||||||
Issuance of common stock for cash | $ 1,333 | 9,869,176 | 9,870,509 | ||||
Issuance of common stock for cash (in shares) | 1,331,509 | ||||||
Issuance of common stock in payment of accrued liabilities | $ 9 | 108,514 | 108,523 | ||||
Issuance of common stock in payment of accrued liabilities (in shares) | 9,375 | ||||||
Issuance of common stockupon 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 | ||||||
Issuance of common stock for conversion of debt | $ 370 | 4,735,924 | 4,736,294 | ||||
Issuance of common stock for conversion of debt (in shares) | 370,473 | ||||||
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 for exchange fees and other financing costs | (1,401,763) | (1,401,763) | |||||
Loss on debt extinguishment | 155,448 | (963,232) | |||||
Comprehensive loss: | |||||||
Net loss | (21,078,358) | (21,078,358) | |||||
Preferred dividends | (12,437) | (12,437) | |||||
Net unrealized loss on derivatives in related party | (1,513,661) | (1,513,661) | |||||
Foreign currency translation adjustments | 259,671 | 259,671 | |||||
Net loss attributable to non-controlling interest | (32,416) | (32,416) | |||||
Balance at ending at Sep. 30, 2019 | $ 132 | $ 2,542 | 99,883,351 | (76,811,910) | (5,156,513) | 8,242 | 17,925,844 |
Balance at ending (in shares) at Sep. 30, 2019 | 132,040 | 2,541,529 | |||||
Balance at beginning at Jun. 30, 2019 | $ 132 | $ 1,037 | 92,377,366 | (66,465,775) | (4,071,199) | 8,242 | 21,849,803 |
Balance at beginning (in shares) at Jun. 30, 2019 | 132,040 | 1,037,128 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock based compensation: Options | 187,125 | 187,125 | |||||
Stock based compensation: Common stock | $ 20 | 51,980 | 52,000 | ||||
Stock based compensation: Common Stock (Shares) | 20,000 | ||||||
Issuance of common stock for cash | $ 1,141 | 4,415,624 | 4,416,765 | ||||
Issuance of common stock for cash (in shares) | 1,140,330 | ||||||
Issuance of common stock for conversion of debt | $ 344 | 2,127,493 | 2,127,837 | ||||
Issuance of common stock for conversion of debt (in shares) | 344,071 | ||||||
Beneficial conversion feature in connection with convertible notes | 633,004 | 633,004 | |||||
Fair value warrants issued in connection with convertible notes | 142,070 | 142,070 | |||||
Cash for exchange fees and other financing costs | (206,759) | (206,759) | |||||
Loss on debt extinguishment | 155,448 | (155,448) | |||||
Comprehensive loss: | |||||||
Net loss | (10,340,851) | (10,340,871) | |||||
Preferred dividends | (5,284) | (5,284) | |||||
Net unrealized loss on derivatives in related party | (1,152,480) | (1,152,480) | |||||
Foreign currency translation adjustments | 67,166 | 67,166 | |||||
Balance at ending at Sep. 30, 2019 | $ 132 | $ 2,542 | 99,883,351 | (76,811,910) | (5,156,513) | 8,242 | 17,925,844 |
Balance at ending (in shares) at Sep. 30, 2019 | 132,040 | 2,541,529 | |||||
Balance at beginning at Dec. 31, 2019 | $ 132 | $ 3,318 | 101,099,347 | (88,650,465) | (5,511,624) | 8,242 | 6,948,950 |
Balance at beginning (in shares) at Dec. 31, 2019 | 132,040 | 3,318,390 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock based compensation: Options | 60,534 | 60,534 | |||||
Stock based compensation: Common stock | $ 102 | 182,473 | 182,575 | ||||
Stock based compensation: Common Stock (Shares) | 102,500 | ||||||
Issuance of common stock in payment of short term advances, related party | $ 661 | 739,287 | 739,948 | ||||
Issuance of common stock in payment of short term advances, related party (in shares) | 660,667 | ||||||
Issuance of common stock in payment of accrued liabilities | $ 153 | 228,548 | 228,701 | ||||
Issuance of common stock in payment of accrued liabilities (in shares) | 153,124 | ||||||
Issuance of common stock for conversion of debt | $ 7,239 | 16,703,564 | 16,710,803 | ||||
Issuance of common stock for conversion of debt (in shares) | 7,238,729 | ||||||
Beneficial conversion feature in connection with convertible notes | 81,621 | 81,621 | |||||
Fair value warrants issued in connection with convertible notes | 3,173,205 | 3,173,205 | |||||
Cash for exchange fees and other financing costs | (25,000) | (25,000) | |||||
Loss on debt extinguishment | (13,297,793) | ||||||
Comprehensive loss: | |||||||
Net loss | (24,641,437) | (24,641,437) | |||||
Preferred dividends | (10,327) | (10,327) | |||||
Net unrealized loss on derivatives in related party | 1,080,034 | 1,080,034 | |||||
Foreign currency translation adjustments | (7,853) | (7,853) | |||||
Balance at ending at Sep. 30, 2020 | $ 132 | $ 11,473 | 122,243,579 | (113,302,229) | (4,439,443) | 8,242 | 4,521,754 |
Balance at ending (in shares) at Sep. 30, 2020 | 132,040 | 11,473,410 | |||||
Balance at beginning at Jun. 30, 2020 | $ 132 | $ 6,112 | 105,625,502 | (96,564,940) | (6,044,244) | 8,242 | 3,030,804 |
Balance at beginning (in shares) at Jun. 30, 2020 | 132,040 | 6,112,117 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock based compensation: Options | 20,400 | 20,400 | |||||
Stock based compensation: Common stock | $ 37 | 109,088 | 109,125 | ||||
Stock based compensation: Common Stock (Shares) | 37,500 | ||||||
Issuance of common stock for conversion of debt | $ 5,324 | 14,016,853 | 14,022,177 | ||||
Issuance of common stock for conversion of debt (in shares) | 5,323,793 | ||||||
Beneficial conversion feature in connection with convertible notes | 15,039 | 15,039 | |||||
Fair value warrants issued in connection with convertible notes | 2,481,697 | 2,481,697 | |||||
Cash for exchange fees and other financing costs | (25,000) | (25,000) | |||||
Loss on debt extinguishment | (12,823,039) | ||||||
Comprehensive loss: | |||||||
Net loss | (16,734,356) | (16,734,356) | |||||
Preferred dividends | (2,933) | (2,933) | |||||
Net unrealized loss on derivatives in related party | 1,561,247 | 1,561,247 | |||||
Foreign currency translation adjustments | 43,554 | 43,554 | |||||
Balance at ending at Sep. 30, 2020 | $ 132 | $ 11,473 | $ 122,243,579 | $ (113,302,229) | $ (4,439,443) | $ 8,242 | $ 4,521,754 |
Balance at ending (in shares) at Sep. 30, 2020 | 132,040 | 11,473,410 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (24,641,437) | $ (21,110,774) |
Less: Net loss from discontinued operations | (1,697,744) | (717,426) |
Net loss from continuing operations | (22,943,693) | (20,393,348) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Depreciation | 357,083 | 2,392,937 |
Amortization | 251,968 | 400,661 |
Amortization of right-of-use assets | 46,830 | 10,563 |
Interest expense - debt discount | 2,379,196 | 3,034,454 |
Fair value of warrants issued to extinguish debt | 2,749,259 | |
Fair value in excess of proceeds upon issuance of warrants | 1,763,481 | |
Change in fair value of warrant liability | (1,112,665) | |
Accretion of original issue discount on notes receivable - related party | 20,532 | (1,869,778) |
Accretion of original issue discount on notes receivable | (4,538) | (77,155) |
Increase in accrued interest on notes receivable - related party | (732,542) | |
Stock-based compensation | 272,466 | 1,354,062 |
Impairment of property and equipment | 4,315,856 | |
Realized losses on other investments | 27,500 | |
Realized (gains) losses on sale of digital currencies | (394) | |
Realized (gains) losses on sale of marketable securities | (22,602) | (86,741) |
Unrealized (gains) losses on marketable equity securities | 132,106 | (294,717) |
Unrealized losses on equity securities - related party | (25,176) | 371,970 |
Unrealized losses on equity securities | 72,976 | 24,597 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (590,502) | (398,222) |
Accounts receivable, related party | 2,648,798 | |
Accrued revenue | 599,604 | (41,760) |
Digital currencies | (14) | (599,025) |
Inventories | (198,930) | 613,847 |
Prepaid expenses and other current assets | (750,069) | (33,812) |
Other assets | (86,143) | (433,013) |
Accounts payable and accrued expenses | 11,988,091 | 1,155,024 |
Accounts payable, related parties | (26,035) | 4,526 |
Other current liabilities | 407,910 | (354,773) |
Lease liabilities | (13,047) | 16,216 |
Net cash (used in) continuing operating activities | (5,355,228) | (8,320,953) |
Net cash provided by (used in) discontinued operating activities | 1,246 | 62,205 |
Net cash used in operating activities | (5,353,982) | (8,258,748) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (554,462) | (137,263) |
Investments - related party | (516,634) | (1,501,912) |
Investments in warrants and common stock - related party | (93,222) | (1,102,619) |
Sales of marketable equity securities | 143,667 | 571,741 |
Proceeds from loans receivable | 139,933 | |
Investments in debt and equity securities | (13,260) | (504,393) |
Net cash used in investing activities | (893,978) | (2,674,446) |
Cash flows from financing activities: | ||
Gross proceeds from sales of common stock and warrants | 15,945,371 | |
Proceeds from issuance of Series A Convertible Preferred Stock | 131,741 | |
Financing cost in connection with sales of equity securities | (25,000) | (1,401,764) |
Proceeds from warrant exercises | 127,000 | |
Proceeds from convertible notes payable | 100,000 | 500,000 |
Proceeds from notes payable | 7,122,434 | 4,752,918 |
Proceeds from short-term advances | 570,000 | |
Payments on short-term advances | (30,000) | |
Proceeds from short-term advances - related party | 653,124 | 625,500 |
Payments on short-term advances - related party | (230,366) | |
Payments on notes payable | (289,012) | (2,001,474) |
Payments on convertible notes payable | (7,079,547) | |
Proceeds from advances on future receipts | 941,804 | |
Payments on advances on future receipts | (762,076) | (1,365,435) |
Payments of preferred dividends | (10,327) | (12,437) |
Payments on revolving credit facilities, net | (44,363) | (80,445) |
Net cash provided by financing activities | 7,054,414 | 11,083,232 |
Effect of exchange rate changes on cash and cash equivalents | (15,429) | (165,125) |
Net increase in cash and cash equivalents | 791,025 | (15,087) |
Cash and cash equivalents at beginning of period | 483,383 | 769,619 |
Cash and cash equivalents at end of period | 1,274,408 | 754,532 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 100,939 | 1,850,946 |
Non-cash investing and financing activities: | ||
Cancellation of convertible note payable into shares of common stock | 16,710,803 | 4,736,295 |
Payment of accounts payable with digital currency | 594,320 | |
Issuance of common stock in payment of liability | 228,701 | 108,521 |
Cancellation of short term advances, related party into shares of common stock | 739,948 | |
Conversion of loans receivable for marketable equity securities | 485,000 | |
Conversion of loans receivable for investments in warrants and common stock - related party | 91,483 | |
Issuance of notes payable and convertible notes payable in payment of accrued expenses | $ 420,000 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2020 | |
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 and advanced textile technology. The Company’s wholly-owned subsidiaries are Systems 2001 Ltd (“ ”) During March 2020, the Company ceased operations at Digital Farms, the Company’s blockchain mining subsidiary, and I.AM, Inc. (“I.AM”). Management determined that the permanent closing of the restaurant operations at I.AM, which owned and operated the Prep Kitchen brand restaurants located in the San Diego area, met the criteria for presentation as discontinued operations. Accordingly, the results of the restaurant operations segment are presented as discontinued operations in our condensed consolidated statements of operations and comprehensive loss and are excluded from continuing operations for all periods presented. 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 | 9 Months Ended |
Sep. 30, 2020 | |
Liquidity Going Concern And Managements Plans [Abstract] | |
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS | 2. LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS The accompanying condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern. As of September 30, 2020, the Company had cash and cash equivalents of $1,274,408, an accumulated deficit of $113,302,229 and negative working capital of $21,649,513. The Company has incurred recurring losses and reported net losses attributable to DPW Holdings for the nine months ended September 30, 2020 and 2019, totaling $24,641,437 and $21,078,358, respectively. In the past, the Company has financed its operations principally through issuances of convertible debt, promissory notes and equity securities. During 2020, the Company continued to successfully obtain additional equity and debt financing and restructured 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 February 10, 2020, the Company entered into a Master Exchange Agreement with Esousa Holdings, LLC, which agreed to purchase up to approximately $7.7 million in certain promissory notes previously issued by the Company. 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 ability could be adversely affected by the outbreak of a novel coronavirus (“COVID-19”), it may be required to curtail operations and take additional measures to reduce costs, including reducing its workforce and eliminating outside consultants 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. Impact of Coronavirus on the Company’s Operations On March 16, 2020, to try and mitigate the spread of the novel coronavirus, San Diego County health officials issued orders mandating that all restaurants must end dine-in services. As a result of these temporary closures by the San Diego County health officials and the deteriorating business conditions at both our cryptocurrency mining and restaurant businesses, management concluded that discontinuing these operations was ultimately in our best interest. Although we have ceased operations at Digital Farms, since the assets and operations have not yet been abandoned, sold or distributed, these assets do not yet meet the requirement for presentation as discontinued operations. However, management determined that the permanent closing of the restaurant operations met the criteria for presentation as discontinued operations. In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic which continues to spread throughout the United States and the world. We are 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 our operations, financial position, cash flows, inventory, supply chains, customer purchasing trends, customer payments, and the industry in general, in addition to the impact on our employees. Due to the rapid development and fluidity of this situation, the magnitude and duration of the pandemic and its impact on our operations and liquidity is uncertain as of the date of this quarterly report. Our business has been disrupted and materially adversely affected by the recent outbreak of COVID-19. We are still assessing our business operations and system supports and the impact COVID-19 may have on our results of operations 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 Santa Clara County, CA, Orange County, CA, Fairfield County, CT, the United Kingdom and Israel, and members of our senior management work in Seattle, WA and New York, NY. We have been following the recommendations of local health authorities to minimize exposure risk for our employees, including the temporary closures of our offices and having employees work remotely to the extent possible, which has to an extent adversely affected their efficiency. Updates by business unit are as follows: DPW’s corporate headquarters, located in Newport Beach, CA, remains closed to non-essential employees based on the occupancy and social distancing order from the Orange County Health Officer. Non-essential headquarters staff continues to work remotely utilizing secure remote access systems and technology infrastructure. The Company believes it has adequate internal communications system and can remain operational with a remote staff. The Company is reviewing the reopening guidance by the Orange County Health Agency and the State of California along with COVID-19 General Checklist for Office Workspaces published by the California Department of Public Health. The corporate headquarters will reopen when the Company can provide a safe workspace for its employees. Coolisys, located in Milpitas, CA, had largely returned to normal operations with adherence to guidelines published by the Santa Clara Public Health Department. Certain individuals deemed to be high risk may work remotely as required. Coolisys has experienced disruption in its supply chain as a result of the COVID-19 impact on its vendors. Microphase, 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, England, continues to follow UK Government and Public Health England COVID-19 safety guidelines for businesses located in England, which includes a combination of working remotely and adhering to social distancing and health and safety procedures on site. Essential staff are on site for specific work as required. Enertec, located in Karmiel, Israel, has been granted a waiver by the Israeli government to remain open to complete key projects that impact national security. High risk employees of Enertec are permitted to work remotely. |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in our condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from our estimates. The condensed consolidated financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2019, filed with the Securities and Exchange Commission on June 1, 2020. The condensed consolidated balance sheet as of December 31, 2019 was derived from the Company’s audited 2019 financial statements contained in the above referenced Form 10-K/A. Results of the three and nine months ended September 30, 2020, are not necessarily indicative of the results to be expected for the full year ending December 31, 2020. Principles of Consolidation The consolidated financial statements include the accounts of DPW and its wholly-owned subsidiaries, GWW, Coolisys, Digital Power Corporation (a wholly owned subsidiary of Coolisys), Gresham Power, Enertec, DP Lending, Ault Alliance, It’sLikeFashion and Digital Farms and its majority-owned subsidiaries, Microphase and I.AM. All significant intercompany accounts and transactions have been eliminated in consolidation. Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include acquisition accounting, fair value of certain financial instruments, reserve for trade receivables and inventories, carrying amounts of investments, carrying amounts of digital currencies, accruals of certain liabilities including product warranties, useful lives and 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. During the first quarter of 2020, based upon the deteriorating business conditions for restaurants in the San Diego County as result of the spread of COVID-19 and the decline in projected cash flows over the life of the restaurant long-lived assets, the Company performed an undiscounted cash flow test to determine if the restaurant equipment and right-of-use assets were impaired. The undiscounted cash flows were less than the carrying amount of the Company’s restaurant equipment and right-of-use assets and therefore, the carrying amount of the assets were compared to the fair value of the assets, and the Company determined that there were impairment charges to be recorded on the restaurant long-lived assets. Impairment charges for the nine months ended September 30, 2020 related to restaurant equipment were in an amount equal to the cost of the Company’s restaurant equipment, net of depreciation of $504,802 and the impairment related to the right-of-use assets attributed to the discontinued restaurant operations was the full carrying amount of $1,020,514. The restaurant-related impairment charges are included as a component of net loss from discontinued operations (see Note 4). 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 nine months ended September 30, 2020 and 2019: Nine Months ended September 30, 2020 GWW Coolisys Ault Alliance Total Primary Geographical Markets North America $ 5,109,672 $ 3,100,552 $ (27,140 ) $ 8,183,084 Europe 694,478 288,282 - 982,760 Middle East 6,837,501 - - 6,837,501 Other 264,226 414,407 - 678,633 $ 12,905,877 $ 3,803,241 $ (27,140 ) $ 16,681,978 Major Goods RF/Microwave Filters $ 3,886,940 $ — $ — $ 3,886,940 Detector logarithmic video amplifiers 1,318,547 — — 1,318,547 Power Supply Units — 3,803,241 — 3,803,241 Power Supply Systems 862,889 — — 862,889 Healthcare diagnostic systems 784,689 — — 784,689 Defense systems 6,052,812 — — 6,052,812 Lending activities — — (27,140 ) (27,140 ) $ 12,905,877 $ 3,803,241 $ (27,140 ) $ 16,681,978 Timing of Revenue Recognition Goods transferred at a point in time $ 6,068,376 $ 3,803,241 $ (27,140 ) $ 9,844,477 Services transferred over time 6,837,501 — — 6,837,501 $ 12,905,877 $ 3,803,241 $ (27,140 ) $ 16,681,978 Nine Months ended September 30, 2019 GWW Coolisys Ault Alliance Total Primary Geographical Markets North America $ 2,703,803 $ 4,590,840 $ 443,927 $ 7,738,570 Europe 6,341,396 16,804 — 6,358,200 Middle East 1,283,312 21,348 — 1,283,312 Other 447,786 269,440 — 717,226 $ 10,776,297 $ 4,898,432 $ 443,927 $ 16,097,308 Major Goods RF/Microwave filters $ 989,114 $ — $ — $ 989,114 Detector logarithmic video amplifiers 473,150 — — 473,150 Power supply units 3,194,843 4,306,340 — 7,501,183 Power supply systems 1,423,971 — — 1,423,971 Healthcare diagnostic systems 1,260,700 — — 1,260,700 Defense systems 3,413,171 — — 3,413,171 Lending activities — — 443,927 443,927 Digital currency mining — 592,092 — 592,092 $ 10,754,949 $ 4,898,432 $ 443,927 $ 16,097,308 Timing of Revenue Recognition Goods transferred at a point in time $ 5,944,177 $ 4,898,432 $ 443,927 $ 11,286,536 Services transferred over time 4,810,772 — — 4,810,772 $ 10,754,949 $ 4,898,432 $ 443,927 $ 16,097,308 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 an 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 is 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 September 30, 2020, 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 an estimated three year period. The Company will be paid in installments for this performance obligation over the estimated period that the remaining revenue is recognized. Lending Activities Ault Alliance, through 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. 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 5 and Note 9) that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurement at September 30, 2020 Total Level 1 Level 2 Level 3 Investments in convertible promissory note of $ 7,059,322 $ — $ — $ 7,059,322 Investments in common stock and derivative 2,750,580 259,786 $ — 2,490,794 Investment in common stock and warrants of 587,686 — — 587,686 Investments in marketable equity securities 386,476 386,476 — — Investments in warrants of public companies 103 — — 103 Total Investments $ 10,784,167 $ 646,262 $ — $ 10,137,905 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 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. 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 nine months ended September 30, 2020 and 2019. Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consist of the following at September 30, 2020 and 2019: September 30, 2020 2019 Stock options 950 2,906 Warrants (1) 3,582,116 72,921 Convertible notes 1,396,419 349,486 Conversion of preferred stock 2,232 2,232 Total 4,981,717 427,545 (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 Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Recently Issued Accounting Standards In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 4. Discontinued Operations 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 the operations of Digital Farms and I.AM was ultimately in its best interest. Digital Farms was established to pursue a variety of digital currencies and mined the top three cryptocurrencies for its own account. Although the Company has ceased operations at Digital Farms, since the assets and operations have not yet been abandoned, sold or distributed, these assets do not yet meet the requirement for presentation as discontinued operations. In the first quarter of 2020, management determined that the permanent closing of the restaurant operations met the criteria for presentation as discontinued operations. Accordingly, the results of the restaurant operations are presented as discontinued operations in our condensed consolidated statements of operations and comprehensive loss and are excluded from continuing operations for all periods presented. In addition, the assets and liabilities of the restaurant operations are classified as held for sale in our condensed consolidated balance sheets for all periods presented. The following tables summarize the major classes of assets and liabilities included as part of discontinued operations: September 30, December 31, 2020 2019 (Unaudited) Current assets Cash and cash equivalents $ — $ 5,170 Accounts receivable — 83,885 Inventories, net — 60,341 Prepaid expenses and other current assets — 131,956 Total current assets classified as held for sale — 281,352 Property and equipment, net — 504,802 Right-of-use assets — 1,098,466 Total assets classified as held for sale $ — $ 1,884,620 Current liabilities Accounts payable and accrued expenses $ 788,314 $ 881,601 Operating lease liability, current 322,125 229,574 Other current liabilities 461,738 482,375 Total current liabilities classified as held for sale 1,572,177 1,593,550 Long term liabilities Operating lease liability, non-current 786,815 951,072 Total liabilities classified as held for sale $ 2,358,992 $ 2,544,622 The restaurant operations are included in our results as discontinued operations through March 16, 2020, the date of closing of the restaurants. The following tables summarize the major classes of line items included in loss from discontinued operations: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Revenue $ — $ 1,036,834 $ 543,327 $ 3,371,465 Cost of revenue — (293,765 ) (160,310 ) (908,256 ) Selling and marketing — (61,618 ) — (162,268 ) General and administrative — (964,829 ) (555,445 ) (3,017,578 ) Impairment of property and equipment — — (1,525,316 ) — Interest expense — (789 ) — (789 ) Loss from discontinued operations $ — $ (284,167 ) $ (1,697,744 ) $ (717,426 ) |
Marketable Equity Securities
Marketable Equity Securities | 9 Months Ended |
Sep. 30, 2020 | |
Marketable Securities [Abstract] | |
Marketable Equity Securities | 5. Marketable Equity Securities Marketable securities in equity securities with readily determinable market prices consisted of the following as of September 30, 2020 and December 31, 2019: Marketable equity securities at September 30, 2020 Gross unrealized Gross realized Cost gains gains (losses) Fair value Common shares $ 301,960 $ 84,516 $ — $ 386,476 Marketable equity securities at December 31, 2019 Gross unrealized Gross realized Cost gains gains (losses) Fair value Common shares $ 423,025 $ 216,622 $ — $ 639,647 The following table presents additional information about marketable equity securities: Marketable Equity Securities Balance at January 1, 2020 $ 639,647 Sales of marketable equity securities (143,667 ) Realized gains on marketable equity securities 22,602 Unrealized losses on marketable equity securities (132,106 ) Balance at September 30, 2020 $ 386,476 At September 30, 2020 and December 31, 2019, the Company had invested in the marketable equity securities of certain publicly traded companies. During the three and nine months ended September 30, 2020, unrealized losses of $184,419 and $132,106, respectively, were included in net income as a component of change in fair value of equity securities. During the year ended December 31, 2019, the Company recognized unrealized gains of $258,905. 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 September 30, 2020 and December 31, 2019 is a Level 1 measurement based on quoted prices in an active market. At September 30, 2020 and December 31, 2019, the Company also held equity investments in private companies and an investment in a limited partnership. These investments do not have readily determinable fair values and have been measured at cost less impairment, if any, and adjusted for observable price changes for identical or similar investments of the issuer. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 6. PROPERTY AND EQUIPMENT, NET At September 30, 2020 and December 31, 2019, property and equipment consist of: September 30, December 31, 2020 2019 Cryptocurrency machines and related equipment $ 567,216 $ 567,216 Computer, software and related equipment 2,941,870 2,518,187 Office furniture and equipment 441,104 441,613 Leasehold improvements 1,246,301 1,230,407 5,196,491 4,757,423 Accumulated depreciation and amortization (3,218,716 ) (2,970,030 ) Property and equipment, net $ 1,977,775 $ 1,787,393 Under the guidance of ASC 360, Impairment or Disposal of Long-lived Assets, a long-lived asset or asset group (including intangibles) will be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. During the first quarter of 2020, based upon the deteriorating business conditions for restaurants in the San Diego County as result of the spread of COVID-19 and the decline in projected cash flows over the life of the restaurant equipment, the Company performed an undiscounted cash flow test to determine if the restaurant equipment was impaired. The undiscounted cash flows were less than the carrying amount of the Company’s restaurant equipment and therefore, the carrying amount of the assets were compared to the fair value of the restaurant equipment, and the Company determined that there were impairment charges to be recorded on the restaurant equipment. Impairment charges for the three and nine months ended September 30, 2020 were in an amount equal to the cost of the Company’s restaurant equipment, net of depreciation of $504,802, and are included as a component of net loss from discontinued operations (see Note 4). For the three and nine months ended September 30, 2020, depreciation expense amounted to $97,177 and $357,083 respectively. For the three and nine months ended September 30, 2019, depreciation expense amounted to $846,631 and $2,673,352, respectively. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | 7. INTANGIBLE ASSETS, NET At September 30, 2020 and December 31, 2019 intangible assets consist of: September 30, December 31, 2020 2019 Trade name and trademark $ 1,039,307 $ 1,039,307 Customer list 2,413,054 2,406,434 Domain name and other intangible assets 644,607 641,809 4,096,968 4,087,550 Accumulated depreciation and amortization (1,137,912 ) (880,562 ) Intangible assets, net $ 2,959,056 $ 3,206,988 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 $85,271 and $251,968, respectively, for the three and nine months ended September 30, 2020 and $101,199 and $400,661, respectively, for the three and nine months ended September 30, 2019. |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2020 | |
Intangible Assets, Net (Including 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 on May 22, 2018. The following table summarizes the changes in our goodwill during the nine months ended September 30, 2020: Goodwill Balance as of January 1, 2020 $ 8,100,947 Effect of exchange rate changes 21,490 Balance as of September 30, 2020 $ 8,122,437 |
INVESTMENTS - RELATED PARTIES
INVESTMENTS - RELATED PARTIES | 9 Months Ended |
Sep. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS - RELATED PARTIES | 9. INVESTMENTS – RELATED PARTIES Investments in AVLP and Alzamend Neuro, Inc. (“Alzamend”) at September 30, 2020 and December 31, 2019, are comprised of the following: September 30, December 31, 2020 2019 Investment in convertible promissory note of AVLP $ 10,153,661 $ 9,595,079 Investment in convertible promissory note of Alzamend 50,000 — Accrued interest in convertible promissory note of AVLP 2,025,475 2,025,475 Total investment in convertible promissory note of AVLP – Gross 12,229,136 11,620,554 Less: original issue discount (9,904 ) — Less: provision for loan losses (5,159,910 ) (5,079,834 ) Total investment in convertible promissory note of AVLP and Alzamend 7,059,322 6,540,720 Investment in derivative instruments of AVLP 2,490,794 1,330,684 Investment in common stock of AVLP 259,786 238,602 Investment in common stock and warrants of Alzamend 587,686 558,938 Investment in derivative instruments and common stock of AVLP and 3,338,266 2,128,224 Total investment in AVLP and Alzamend – Net $ 10,397,588 $ 8,668,944 Investment in warrants and common stock of AVLP and Alzamend $ 3,338,266 $ 2,128,224 Investment in convertible promissory note of AVLP and Alzamend 7,059,322 6,540,720 Total investment in AVLP and Alzamend – Net $ 10,397,588 $ 8,668,944 The following table summarizes the changes in our investments in AVLP and Alzamend during the nine months ended September 30, 2020: Investment in Investment in warrants and convertible Total common stock promissory investment of AVLP and note of AVLP in AVLP and Alzamend and Alzamend Alzamend – Net Balance at January 1, 2020 $ 2,128,224 $ 6,540,720 $ 8,668,944 Investment in convertible promissory notes of AVLP — 478,506 478,506 Investment in convertible promissory note of Alzamend — 38,128 38,128 Investment in common stock of AVLP and Alzamend 12,884 — 12,884 Investment in warrants of Alzamend 11,872 — 11,872 Fair value of derivative instruments issued by AVLP 80,076 — 80,076 Unrealized loss in derivative instruments of AVLP 1,080,034 — 1,080,034 Unrealized loss in common stock of AVLP and Alzamend 25,176 — 25,176 Accretion of discount 1,968 1,968 Balance at September 30, 2020 $ 3,338,266 $ 7,059,322 $ 10,397,588 Investments in AVLP 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 September 30, 2020, the Company has provided loans to AVLP in the principal amount $10,153,661 and, in addition to the 12% convertible promissory notes, AVLP has issued to the Company warrants to purchase 20,306,921 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 September 30, 2020 and December 31, 2019, the Company recorded a cumulative unrealized loss on its investment in warrants of AVLP of $3,284,222 and $4,364,256, respectively, representing the difference between the cost basis and the estimated fair value of the warrants in the Company’s accumulated other comprehensive income in the stockholder's equity section of the Company’s consolidated balance sheet. During the three and nine months ended September 30, 2020, the Company recognized, in other comprehensive loss, net unrealized gain on derivative securities of related party of $1,561,247 and $1,080,034, respectively, which compares with a net unrealized loss on derivative securities of related party of $1,152,480 and $1,513,661, respectively during the three and nine months ended September 30, 2019. 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 0.13% and 2.98%, 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 104.6% 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, During the nine months ended September 30, 2020 and year ended December 31, 2019, the Company acquired 5,000 shares of AVLP common stock for $1,274 and 91,000 shares of AVLP common stock for $53,032, respectively, in each case in the open market. At September 30, 2020, the closing market price of AVLP’s common stock was $0.26, an increase from $0.24 at December 31, 2019. The Company has determined that its investment in AVLP marketable equity securities should be accounted for in accordance with ASC No. 820, Fair Value Measurements and Disclosures In aggregate, the Company has 999,175 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 Alzamend The Company’s investments in Alzamend, a related party, consist of a convertible promissory note, derivative instruments and shares of Alzamend common stock. At September 30, 2020, the Company has provided a loan to Alzamend in the principal amount $50,000 and, in addition to the 8% convertible promissory notes, Alzamend has issued to the Company warrants to purchase 16,667 shares of Alzamend common stock at an exercise price of $3.00 per share for a period of five years. The warrants were determined by the issuer to be derivative financial instruments. At September 30, 2020, the Company recorded a cumulative unrealized loss on its investment in warrants of Alzamend of $111, 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. The Company’s investment in Alzamend will be revalued on each balance sheet date. The fair value of the Company’s holdings in the Alzamend warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 0.28% was derived from the U.S. Treasury yield curve, matching the term of our investment, in effect at the measurement date. The volatility factor of 103.7% was determined based on historical stock prices for similar 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 Alzamend 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, During the nine months ended September 30, 2020 and year ended December 31, 2019, the Company also acquired 11,325 shares of Alzamend common stock for $9,060 and 372,625 shares of Alzamend common stock for $208,100, respectively. At September 30, 2020, the estimated fair value of Alzamend’s common stock was $1.50. The Company has determined that its investment in Alzamend marketable equity securities should be accounted for in accordance with ASC No. 820, Fair Value Measurements and Disclosures |
INVESTMENTS IN LIMITED PARTNERS
INVESTMENTS IN LIMITED PARTNERSHIP | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020, the Company had invested an aggregate of $1,869,000 in the NY Partnership. The Company has no obligation to make any capital contributions until the hotel is open for business to the public. |
OTHER INVESTMENTS, RELATED PART
OTHER INVESTMENTS, RELATED PARTIES | 9 Months Ended |
Sep. 30, 2020 | |
Other Investments Related Parties | |
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 September 30, 2020 and December 31, 2019, 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 in payments to the seller of the property and received a 28% undivided interest in the real property (the “Property”). The Company’s indirectly held wholly owned subsidiary, Coolisys Technologies, Inc. (“CTI”), 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 CTI’s 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 CTI’s interest without the Company’s approval. Under the Tenancy in Common Agreement, CTI 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 three and nine months ended September 30, 2020 and 2019, the Company recognized $7,500 and $22,500, respectively, in amortization expense. At September 30, 2020 and December 31, 2019, the unamortized balance of the Israeli Property was $210,000 and $232,500, 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. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 12. 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 September 30, 2020, an aggregate of 6,668 of the Company’s options are still available for future grant. During the nine months ended September 30, 2020 and the year ended December 31, 2019, the Company did not grant any options under the Plans. Generally, options granted under the Plans become fully vested after four years. During the nine months ended September 30, 2020 and 2019, the Company also issued 102,500 and 29,375, respectively, shares of common stock to its consultants and service providers. The grant date fair value of these shares amounted to $182,575 and $338,619 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. The options outstanding as of September 30, 2020, 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 - $560 919 5.19 $537.96 566 $533.08 $1,208 - $1,352 31 2.88 $1,339.20 31 $1,339.20 $480 - $1,352 950 5.11 $564.32 597 $575.23 Issuances outside of Plans $1.79 850,000 9.97 $1.79 0 $0.00 Total Options $480 - 1,856 850,950 9.96 $2.42 597 $575.23 On September 30, 2020 and December 31, 2019, the aggregate intrinsic value of stock options that were outstanding was $187,000 and $0, respectively. and exercisable. On September 30, 2020 and December 31, 2019, there was no aggregate intrinsic value of stock options that were 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 three and nine months ended September 30, 2020 and 2019, is comprised as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Stock-based compensation from Plans $ 202,975 $ 206,289 $ 272,466 $ 531,379 Stock-based compensation from issuances outside of Plans - 155,490 - 822,683 Total Stock-based compensation $ 202,975 $ 361,779 $ 272,466 $ 1,354,062 A summary of option activity under the Company's stock option plans as of September 30, 2020, and changes during the nine months ended are as follows: Outstanding Options Weighted Weighted Average Shares Average Remaining Aggregate Available Number Exercise Contractual Intrinsic for Grant of Shares Price Life (years) Value January 1, 2019 103,105 1,388 $ 636.47 6.33 $ 0 Restricted stock awards (96,875 ) — Forfeited 438 (438 ) $ 793.14 September 30, 2020 6,668 950 $ 564.32 5.11 $ 0 As of September 30, 2020, there was $147,418 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 1.81 years. During the nine months ended September 30, 2020, the Company estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted average assumptions: Nine Months Ended September 30, 2020 Weighted average risk-free interest rate 0.280% Weighted average life (in years) 5.7 Volatility 100.3% — 100.5% Expected dividend yield 0% Weighted average grant-date fair value per share $1.38 |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2020 | |
Warrants | |
WARRANTS | 13. WARRANTS During the nine months ended September 30, 2020, the Company issued warrants to purchase an aggregate of 3,509,598 shares of common stock at an average exercise price of $1.39 per share. (i) On February 20, 2020, pursuant to the Master Exchange Agreement, the Company issued warrants to purchase an aggregate of 1,700,361 shares of common stock at an average exercise price equal to $1.43 per share of common stock (see Note 17). (ii) During the nine months ended September 30, 2020, the Company issued warrants to purchase an aggregate of 890,103 shares of common stock at an average exercise price equal to $1.08 per share of common stock in connection with the issuance of the Esousa 12% short-term promissory notes in the aggregate principal amount of $875,000 (see Note 17). (iii) On April 14, 2020, the Company issued warrants to purchase up to 157,143 shares of common stock ). (iv) On May 28, 2020, the Company issued warrants to purchase an aggregate of 400,000 shares of common stock at an exercise price equal to $1.07 per share of common stock in connection with the issuance of a convertible promissory note in the principal amount of $200,000 (see Note 19 ). (v) On June 26, 2020, the Company issued warrants to purchase an aggregate of 361,991 shares of common stock at an exercise price equal to $2.43 per share of common stock in connection with the issuance of promissory notes in the aggregate principal face amount of $800,000 . The following table summarizes information about common stock warrants outstanding at September 30, 2020: Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $ - 6,500 3.50 $ - 6,500 $ - $ 0.88 281,250 4.52 $ 0.88 281,250 $ 0.88 $ 1.07 400,000 4.66 $ 1.07 400,000 $ 1.07 $ 1.14 144,928 4.44 $ 1.14 144,928 $ 1.14 $ 1.16 95,238 4.65 $ 1.16 95,238 $ 1.16 $ 1.17 157,143 4.53 $ 1.17 157,143 $ 1.17 $ 1.19 277,778 4.41 $ 1.19 277,778 $ 1.19 $ 1.21 90,909 4.56 $ 1.21 90,909 $ 1.21 $ 1.43 1,700,361 4.36 $ 1.43 1,700,361 $ 1.43 $ 2.43 361,991 1.16 $ 2.43 361,991 $ 2.43 $ 8.00 397 1.09 $ 8.00 397 $ 8.00 $ 8.80 25,000 3.75 $ 8.80 25,000 $ 8.80 $ 12.00 12,500 3.61 $ 12.00 12,500 $ 12.00 $ 19.80 15,555 3.50 $ 19.80 15,555 $ 19.80 $ 440.00 355 2.11 $ 440.00 355 $ 440.00 $ 480.00 94 2.58 $ 480.00 94 $ 480.00 $ 528.00 186 2.09 $ 528.00 186 $ 528.00 $ 560.00 2,657 2.12 $ 560.00 2,657 $ 560.00 $ 600.00 170 1.62 $ 600.00 170 $ 600.00 $ 640.00 200 1.57 $ 640.00 200 $ 640.00 $ 752.00 9,614 2.62 $ 752.00 9,614 $ 752.00 $ 800.00 350 2.19 $ 800.00 350 $ 800.00 $ 880.00 947 0.92 $ 880.00 947 $ 880.00 $ 920.00 2,126 2.49 $ 920.00 2,126 $ 920.00 $ 1,040.00 1,243 2.54 $ 1,040.00 1,243 $ 1,040.00 $ 1,760.00 781 2.31 $ 1,760.00 781 $ 1,760.00 $ 1,800.00 140 2.32 $ 1,800.00 140 $ 1,800.00 $ 2,000.00 203 2.32 $ 2,000.00 203 $ 2,000.00 $ 0.88 - $2,000.00 3,588,616 4.09 $ 5.91 3,588,616 $ 5.91 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 nine months ended September 30, 2020 and 2019: Nine Months Ended September 30, 2020 September 30, 2019 Weighted average risk free interest rate 0.17% — 1.38% 1.75% — 2.28% Weighted average life (in years) 1.42 — 5 5.0 Volatility 86.3% — 103.1% 85.5% —87.5% Expected dividend yield 0% 0% Weighted average grant-date fair value $ 1.39 $ 10.34 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2020 | |
Other Current Liabilities | |
OTHER CURRENT LIABILITIES | 14. OTHER CURRENT LIABILITIES Other current liabilities at September 30, 2020 and December 31, 2019 consist of: September, 30 December 31, 2020 2019 Accrued payroll and payroll taxes $ 1,594,038 $ 1,237,054 Warrant liability 3,561,067 9,364 Warranty liability 86,070 80,412 Other accrued expenses 260,848 218,380 $ 5,502,023 $ 1,545,210 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
LEASES | 15. LEASES We have operating leases for office space. Our leases have remaining lease terms of 1 month to 10.8 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 September 30, 2020: September 30, 2020 Operating right-of-use assets $ 4,130,760 Operating lease liability - current 514,910 Operating lease liability - non-current 3,683,355 The components of lease expenses for the nine months ended September 30, 2020, were as follows: Nine Months Ended September 30, 2020 Operating lease cost $ 695,456 Short-term lease cost - Variable lease cost 106,927 The following tables provides a summary of other information related to leases for the nine months ended September 30, 2020: September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 762,356 Right-of-use assets obtained in exchange for new operating lease liabilities $ - Weighted-average remaining lease term - operating leases 7.4 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 September 30, 2020, are as follows: Payments due by period 2020 (remainder) $ 247,790 2021 880,914 2022 872,599 2023 895,200 2024 857,368 Thereafter 2,233,700 Total lease payments 5,987,571 Less interest (1,789,306 ) Present value of lease liabilities $ 4,198,265 |
ADVANCES ON FUTURE RECEIPTS
ADVANCES ON FUTURE RECEIPTS | 9 Months Ended |
Sep. 30, 2020 | |
Advances On Future Receipts | |
ADVANCES ON FUTURE RECEIPTS | 16. ADVANCES ON FUTURE RECEIPTS The Company has received funding as a result of entering into multiple Agreements for the Purchase and Sale of Future Receipts (the “Agreements on Future Receipts”). 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 nine months ended September 30, 2020, the Company made payments of $762,076 on the outstanding balance. The Company is in default on its payment obligations on these Agreements on Future Receipts. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2020 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | 17. NOTES PAYABLE Notes Payable at September 30, 2020 and December 31, 2019, are comprised of the following: September 30, December 31, 2020 2019 Esousa purchased notes $ 431,668 $ 2,828,323 Esousa additional purchased notes 1,772,700 632,000 Esousa short-term promissory notes 4,850,000 — June '20 short-term promissory notes 800,000 — Other short-term notes payable 1,182,401 1,050,339 Notes payable to Wells Fargo 189,037 290,560 Note payable to Dept. of Economic and Community Development 204,813 229,096 Paycheck Protection Program Loans 1,162,302 — SBA Economic Injury Disaster Loan 150,000 — Short term bank credit 1,423,724 1,622,337 Total notes payable 12,166,645 6,652,655 Less: Unamortized debt discounts (1,980,685 ) (29,348 ) Unamortized financing cost — (3,668 ) Total notes payable, net of financing cost $ 10,185,960 $ 6,619,639 Less: current portion (9,833,928 ) (6,137,015 ) Notes payable – long-term portion $ 352,032 $ 482,624 Master Exchange Agreement On February 10, 2020, the Company entered into a master exchange agreement (the “Master Exchange Agreement”) with Esousa Holdings, LLC (“Esousa” or the “Creditor”) which acquired $4,163,481 in principal amount, plus accrued but unpaid interest, of certain promissory notes that had been previously issued by the Company to Dominion Capital LLC (the “Dominion Short-Term Promissory Note”) and the Canadian Special Opportunity Fund, LP (the “CSOF Short-Term Promissory Note” and with the Dominion Short-Term Promissory Note, the “Esousa Purchased Notes”) in separate transactions. The Creditor also agreed to purchase additional notes and during the three months ended September 30, 2020, Esousa acquired $2,240,015 in principal amount, plus accrued but unpaid interest, of certain additional promissory notes that had been previously issued by us (the “Esousa Additional Purchased Notes” and collectively, with the Esousa Purchased Notes, the “Notes”). Pursuant to the Master Exchange Agreement, the Creditor has the unilateral right to acquire shares of the Company’s common stock (the “Exchange Shares”) in exchange for the Notes. The first exchange occurred on the date of the Master Exchange Agreement when the Creditor exchanged a portion of the Esousa Purchased Notes for the Exchange Shares (the “Initial Exchange”) and the second exchange (the “Second Exchange” and together with the Initial Exchange, the “Exchange”) began July 8, 2020 when the Company received stockholder approval at a special meeting thereof for the Exchange of the Esousa Additional Purchased Notes for the Company’s common stock, and subsequently, authorization from the NYSE American (together, the “Required Approvals”). The Exchange Agreement provides for two pricing periods, the first of which commenced after the date on which the Creditor received the Exchange Shares pursuant to the Initial Exchange and ended on the date that was 90 days after receipt thereof, 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 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 issued warrants to purchase an aggregate of 1,832,597 shares of common stock at an average exercise price equal to $1.43 per share of common stock. The warrants became exercisable in July 2020. In connection therewith, the Company agreed to file a registration statement to register the sale of the shares of common stock underlying the exercise of the warrants by the Creditor pursuant to the Master Exchange Agreement. Since the Creditor did not purchase all of the additional notes, the Company has the option to acquire a portion of the warrants from the Creditor for an aggregate price of $1.00. Consequently, at September 30, 2020, the option represented the right to acquire 132,236 of the warrants from the Creditor. Therefore, only 1,700,360 options are deemed outstanding at September 30, 2020. The Company computed the fair value of the 1,700,360 warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded a loss on extinguishment in the amount of $2,713,874 based on the estimated fair value of the warrants. The fair value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 0.23% to 1.38% was derived from the U.S. Treasury yield curve, matching the term of the warrants, in effect at the measurement dates. The volatility factor of 86.31% to 100.82% was determined based on historical stock prices of similar technology companies. During the nine months ended September 30, 2020, the Company issued to the investor an aggregate of 5,771,580 shares of the Company’s common stock upon the exchange of principal and interest in the amount of $2,396,655 and $1,536,064, respectively. A loss on extinguishment of $10,548,535 was recognized on the issuances of common stock based on the fair value of the Company’s common stock at the date of the exchanges. Esousa short-term promissory notes During the nine months ended September 30, 2020, the Company issued to Esousa 12% short-term promissory notes in the aggregate principal amount of $2,000,000 and five-year warrants to purchase an aggregate of 890,103 shares of common stock at an average exercise price equal to $1.08 per share of common stock. The Esousa 12% short-term promissory notes have a term of three months. 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 $354,426 based on the estimated fair value of the warrants. During the nine months ended September 30, 2020, the entire amount of debt discount was amortized as non-cash interest expense. The fair value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rates ranged from 0.34% and 1.11% and were derived from the U.S. Treasury yield curve, matching the term of the warrants, in effect at the measurement dates. The volatility factor was between 86.31% and 94.51% and was determined based on historical stock prices of similar technology companies. The Company was prohibited from issuing the shares of common stock issuable upon exercise of the warrants until stockholder approval of such issuance of securities was obtained as required by applicable NYSE American listing rules. The Company received stockholder approval of such share issuances on July 8, 2020 and subsequently obtained approval by the NYSE American to issue such shares. Between August 2020 and September 2020, the Company also received $2,850,000 in loans from Esousa pursuant to which the Company agreed to issue unsecured short-term promissory notes with interest rates of 13% and 14% and warrants with terms of approximately one and a half years to purchase an aggregate of 1,154,927 shares of the Company’s common stock at an average exercise price of $2.71 per share of common stock. Both the notes and warrants were executed subsequent to September 30, 2020 (see Note 25). The notes have a term of three months from the date the Company received the proceeds. The warrants are immediately exercisable if the Company receives stockholder approval at an annual meeting of stockholders to be held on December 30, 2020, and subsequently, authorization from the NYSE American. The warrants may be exercised via cashless exercise at the option of the Investor. These warrants to purchase common stock do not qualify to be treated as equity, and accordingly, were recorded as a liability. The Company is required to present these instruments at fair value at each reporting date and any changes in fair values shall be recorded as an adjustment to earnings. 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 $2,727,085 based on the estimated fair value of the warrants. During the nine months ended September 30, 2020, non-cash interest expense of $1,190,706 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 0.17% was derived from the U.S. Treasury yield curve, matching the term of the warrants, in effect at the measurement dates. The volatility factor of 104.56% was determined based on historical stock prices of similar technology companies. June ‘20 short-term promissory notes On June 26, 2020, the Company issued to several institutional investors unsecured 12% short-term promissory notes in the aggregate principal amount of $800,000 and seventeen month warrants to purchase an aggregate of 361,991 shares of the Company’s common stock at an exercise price of $2.43 per share of common stock. These notes have a term of three months. The warrants are immediately exercisable once the Company obtains approval thereof by the NYSE American. The warrants may be exercised via cashless exercise at the option of the Investor. These warrants to purchase common stock do not qualify to be treated as equity, and accordingly, were recorded as a liability. The Company is required to present these instruments at fair value at each reporting date and any changes in fair values shall be recorded as an adjustment to earnings. 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 and the Company’s majority owned subsidiary, Microphase, received loans in the principal amount of $467,333. 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. The Company expects that the entire amount received under the PPP is eligible for loan forgiveness. Economic Injury Disaster Loan On May 27, 2020, the Company received an Economic Injury Disaster Loan in the principal amount of $150,000 with an annual interest rate of 3.75%. The Company shall begin making p rincipal and interest payments of $731 every month beginning on May 27, 2021. All remaining principal and interest is due and payable thirty years from the date of the note. |
NOTES PAYABLE - RELATED PARTIES
NOTES PAYABLE - RELATED PARTIES | 9 Months Ended |
Sep. 30, 2020 | |
Notes Payable [Abstract] | |
NOTES PAYABLE - RELATED PARTIES | 18. NOTES PAYABLE – RELATED PARTIES Notes Payable – Related parties at September 30, 2020 and December 31, 2019, are comprised of the following: September 30, December 31, 2020 2019 Notes payable, related parties $ 263,169 $ 284,317 Less: current portion (211,253 ) (169,153 ) Notes payable, related parties – long-term portion $ 51,916 $ 115,164 Microphase is a party to several notes payable agreements with six of its past officers, employees and their family members. As of September 30, 2020, the aggregate outstanding balance pursuant to these notes payable agreements, inclusive of $38,569 of accrued interest, was $301,738, with annual interest rates ranging between 3.00% and 6.00%. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 9 Months Ended |
Sep. 30, 2020 | |
Long-term Debt, Unclassified [Abstract] | |
CONVERTIBLE NOTES | 19. CONVERTIBLE NOTES Convertible Notes Payable at September 30, 2020 and December 31, 2019, are comprised of the following: September 30, December 31, 2020 2019 8% Convertible promissory note $ — $ 935,772 12% Convertible promissory note — 815,218 4% Convertible promissory note 660,000 660,000 12% November 2019 convertible promissory note — 350,000 12% August 2020 convertible promissory note 330,000 — April 2020 convertible promissory note 100,000 — Total convertible notes payable 1,090,000 2,760,990 Less: Unamortized debt discounts (332,162 ) (355,227 ) Total convertible notes payable, net of financing cost $ 757,838 $ 2,405,763 Less: current portion (392,044 ) (2,100,990 ) Convertible notes payable, net of financing cost – long-term portion $ 365,794 $ 304,773 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. The 8% convertible promissory note is convertible into shares of the Company’s common stock at conversion price of $1.80. During the nine months ended September 30, 2020, the Company issued 529,425 shares of common stock upon the conversion of principal and interest of $952,965. Since the proceeds received by the investor from the sales of common stock were less than the amount of principal and accrued interest, the investor was due a true up payment in the amount of $210,049, which was recognized as additional interest expense. 12% Convertible Promissory Note On February 5, 2020 the Company entered into an exchange agreement (the “February 2020 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 Promissory Note, in the principal amount of $815,218, issued on September 26, 2019. 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. 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 $20,345 was recognized. During the three months ended September 30, 2020, Esousa purchased the 12% promissory note in the principal amount of $585,919 from the institutional investor (See Note 17). April 2020 Convertible Promissory Note On April 13, 2020, the Company issued a convertible promissory note in the principal amount of $100,000 with an interest rate of 10% per annum and a five-year warrant to purchase shares of the Company’s common stock equal to 50% of the number of shares of common stock issuable pursuant to the convertible promissory note, at an exercise price equal to $1.17 per share of common stock. The number of shares to be issued upon conversion of the note shall be equal to (x) the principal and accrued but unpaid interest due on the note being exchanged multiplied by 1.35, divided by (y) the closing bid price effective on date of conversion, provided, however, that the Company shall theretofore have obtained the approval of the issuance of the shares of common stock by the NYSE American. The total number of shares of the Company’s common stock to be issued to creditor in connection with the conversion of the note shall be adjusted based upon the VWAP of the Company’s common stock over the applicable pricing period. The amount of the adjustment shall be determined by dividing (x) the aggregate amount of principal and interest converted 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) $0.35 per share. May 2020 Convertible Promissory Note On May 28, 2020, the Company entered into a securities purchase and exchange agreement with an institutional investor. Pursuant to the agreement, the Company exchanged a 12% short-term promissory note in the principal amount of $235,796 for a new note due and payable on June 30, 2020 (the “Exchanged Note”) that would become convertible into common stock of the Company should the Company be in default under the terms of the Exchanged Note. In addition, pursuant to the agreement, the Company issued to the investor a note due and payable on November 28, 2020 in the principal amount of $200,000 that became convertible into the Company’s common stock commencing June 30, 2020 with an original issue discount of twenty percent (20%). In conjunction with the issuance of the Convertible Note, the Company also issued to the investor a warrant to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of $1.07. The exercise of the warrant is subject to approval of the NYSE American. During the three months ended September 30, 2020, Esousa purchased both the Exchanged Note and the Convertible Note from the institutional investor (See Note 17). |
CONVERTIBLE NOTE PAYABLE - RELA
CONVERTIBLE NOTE PAYABLE - RELATED PARTY | 9 Months Ended |
Sep. 30, 2020 | |
Investment in warrants and common stock of AVLP and Alzamend | |
CONVERTIBLE NOTE PAYABLE - RELATED PARTY | 20. CONVERTIBLE NOTE PAYABLE – RELATED PARTY On February 5, 2020, the Company issued an 8% convertible promissory note in the principal amount of $1,000,000 to Ault & Company (the “Ault & Company Convertible Note”). 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 Ault & Company Convertible Note shall be convertible into shares of the Company’s common stock at a conversion price of $1.45 per share. At the time of issuance of the Ault & Company 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 Ault & Company Convertible Note is accounted for under ASC No. 470, De on July 8, 2020 On August 20, 2020, the Company issued 413,793 shares of its common stock upon the conversion of $600,000 in principal |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
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 the Company. The Defendants moved to dismiss the Complaint, and on February 25, 2019, the Court granted Defendants 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, Defendants filed a motion to dismiss (the “Motion”) the Amended Complaint. On May 21, 2019, the Court granted in part, and denied in part, the Defendants’ Motion. 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. On July 16, 2020, the Court issued an Order (the “Final Order”) approving a Motion for Final Approval of Settlement in the Derivative Action filed against DPW as a Nominal Defendant and its directors who served on its board of directors on July 31, 2018 who were not dismissed from the action as a result of the Court’s partial grant of the Motion. On July 16, 2020, the Court entered a Judgment based upon the Final Order Under the terms of the Final 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 Final 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 Reforms are 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 we 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. 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, Digital Farms, Inc. (f/k/a 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 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. On July 24, 2020, Plaintiffs filed their opposition papers to our joint motion to dismiss. The motion to dismiss was returnable before the Court on November 17, 2020. The Court is fully briefed and motion is before the court. 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. 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 its 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 Several non-trade creditors of the Company commenced litigation against the Company for payment of approximately $4.2 million of debt obligations not paid according to contractual terms. The Company has since repaid approximately $4.1 million of such debt obligations and entered into settlement agreements for the remaining amount of approximately $70,000 which is included within future receipts obligations in the accompanying consolidated balance sheet at September 30, 2020. The Company also recorded approximately $400,000 of trade liabilities for a judgment settled in favor of a trade creditor as of September 30, 2020 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 $200,000. The outcome of any matters relating to unresolved trade credit obligations cannot be predicted at this time. 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. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2020 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 22. STOCKHOLDERS’ EQUITY 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 September 30, 2020, there were 7,040 shares of Series A Preferred Stock, 125,000 shares of Series B Preferred Stock and no other shares of Preferred Stock issued or outstanding. Common Stock Common stock confers upon the holders the rights to receive notice to participate and vote at any meeting of stockholders of the Company, to receive dividends, if and when declared, and to participate in a distribution of surplus of assets upon liquidation of the Company. The Class B common stock carries the voting power of 10 shares of Class A common stock. 2020 Issuances Issuances of Common Stock for Services During the nine months ended September 30, 2020, the Company issued 102,500 shares of its common stock as payment for services to its consultants. The shares were valued at $182,575, an average of $1.78 per share. Issuance of common stock in payment of short term advances, 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. Issuance of common stock in payment of accrued liability 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 17). During the quarter ended June 30, 2020, the Company issued 140,624 shares of its common stock in satisfaction of accrued liabilities of $155,547. Issuance of common stock for conversion of debt During the nine months ended September 30, 2020, principal and accrued interest of $3,977,427 and $1,584,841, respectively, on the Company’s debt securities was satisfied through the issuance of 6,824,936 shares of the Company’s common stock. The Company recognized a loss on extinguishment of $10,548,535 as a result of these issuances. On August 20, 2020, the Company issued 413,793 shares of its common stock upon the conversion of $600,000 in principal on the Ault & Company Convertible Note. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 23. 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 September 30, 2020, the Company has provided loans to AVLP in the principal amount $10,153,661 and, in addition to the 12% convertible promissory notes, AVLP has issued to the Company warrants to purchase 20,306,921 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 September 30, 2020, the Company recorded contractual interest receivable attributed to the AVLP Loan Agreement of $2,025,475 and a provision for loan losses of $5,159,910. During the nine months ended September 30, 2020 and the year ended December 31, 2019, the Company also acquired in the open market 5,000 shares of AVLP common stock for $1,274 and 91,000 shares of AVLP common stock for $53,032, respectively. At September 30, 2020, the Company’s investment in AVLP common stock had an unrealized loss of $488,049. 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 systems. On April 12, 2019, the Company received payment of $2,676,219 for manufacturing services performed during the year ended December 31, 2018 on the first MLSE system. At September 30, 2020, the Company had recorded a receivable from MTIX of $1,238,856. b. At September 30, 2020, the Company has provided a loan to Alzamend in the principal amount $50,000 and, in addition to the 8% convertible promissory notes, Alzamend has issued to the Company warrants to purchase 16,667 shares of Alzamend common stock at an exercise price of $3.00 per share for a period of five years. The warrants were determined by the issuer to be derivative financial instruments. At September 30, 2020, the Company recorded a cumulative unrealized loss on its investment in warrants of Alzamend of $111, 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. The Company recorded interest on an accrual basis and recognized it as earned in accordance with the contractual terms of the convertible promissory notes, to the extent that such amounts are expected to be collected. During the three and nine months ended September 30, 2019, the Company recorded $1,968 of interest income for the discount accretion and $329 of interest income from the contractual 8% rate provided for by the convertible promissory notes. During the nine months ended September 30, 2020 and year ended December 31, 2019, the Company also acquired 11,325 shares of Alzamend common stock for $9,060 and 372,625 shares of Alzamend common stock for $208,100, respectively. At September 30, 2020, the estimated fair value of Alzamend’s common stock was $1.50. The Company has determined that its investment in Alzamend marketable equity securities should be accounted for in accordance with ASC No. 820, Fair Value Measurements and Disclosures and based upon the estimated fair value of Alzamend common stock at September 30, 2020, the Company’s investment in AVLP common stock had an unrealized gain of $358,765. Mr. Ault is Executive Chairman of Alzamend’s Board of Directors and the Chairman of the Board. Mr. William B. Horne and Mr. Henry Nisser are directors of Alzamend and the Company. Mr. Kenneth S. Cragun is Chief Financial Officer of Alzamend and the Company. c. During the nine months ended September 30, 2020, Ault & Company, Inc. (“Ault & Company”) has provided $422,758 in short-term advances, net of repayments. 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 purchased 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. e. On February 5, 2020, the Company issued an 8% convertible promissory note in the principal amount of $1,000,000 and a maturity date of August 5, 2020 to Ault & Company (see Note 20). On August 20, 2020, the Company issued 413,793 shares of its common stock upon the conversion of $600,000 in principal f. Ault & Company guaranteed the prompt and complete payment and performance of the Dominion Short-Term Promissory Note, which was purchased by Esousa, with a principal face amount of $2,900,000. g. Milton C. Ault, III, the Company’s Chairman and Chief Executive Officer and MCKEA guaranteed the Company’s obligation to repay a 12% January 2020 short-term promissory note in the principal amount of $235,796. MCKEA is the majority member of Philou and Kristine L. Ault, a former director and the wife of Mr. Ault III, is the manager and owner of MCKEA. |
SEGMENT, CUSTOMERS AND GEOGRAPH
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION | 24. SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION The Company has three reportable segments; see Note 1 for a brief description of the Company’s business. The following data presents the revenues, expenditures and other operating data of the Company’s operating segments and presented in accordance with ASC No. 280. The total loss from operations of the Company’s reportable segments is less than the Company’s consolidated loss from operations due to DPW Holdings corporate expenses. Three Months ended September 30, 2020 GWW Coolisys Ault Alliance Total Revenue $ 4,329,295 $ 1,375,805 $ — $ 5,705,100 Revenue, lending activities — — (29,536 ) (29,536 ) Total revenues $ 4,329,295 $ 1,375,805 $ (29,536 ) $ 5,675,564 Depreciation and amortization expense $ 328,302 $ 21,426 $ — $ 349,728 Loss from operations $ (65,369 ) $ 126,593 $ (40,561 ) $ 20,663 Capital expenditures for segment assets, as of September 30, 2020 $ 337,921 $ 26,425 $ — $ 364,346 Identifiable assets as of September 30, 2020 $ 21,186,343 $ 21,009,613 $ 1,448,856 $ 43,644,812 Three Months ended September 30, 2019 GWW Coolisys Ault Alliance Total Revenue $ 3,355,897 $ 1,612,543 $ — $ 4,968,440 Revenue, cryptocurrency mining — 307,172 — 307,172 Revenue, lending activities — — 69,217 69,217 Total revenues $ 3,355,897 $ 1,919,715 $ 69,217 $ 5,344,829 Depreciation and amortization expense $ 151,257 $ 747,034 $ — $ 898,291 Loss from operations $ (133,909 ) $ (5,050,617 ) $ (70,953 ) $ (5,255,479 ) Capital expenditures for segment assets, as of September 30, 2019 $ 25,135 $ 30,582 $ — $ 55,717 Identifiable assets as of September 30, 2019 $ 19,440,320 $ 28,079,982 $ 2,983,046 $ 50,503,348 Nine Months ended September 30, 2020 GWW Coolisys Ault Alliance Total Revenue $ 12,905,877 $ 3,803,241 $ — $ 16,709,118 Revenue, lending activities — — $ (27,140 ) (27,140 ) Total revenues $ 12,905,877 $ 3,803,241 $ (27,140 ) $ 16,681,978 Depreciation and amortization expense $ 478,316 $ 129,644 $ — $ 607,960 Loss from operations $ 118,642 $ (27,460 ) $ (121,977 ) $ (30,795 ) Capital expenditures for segment assets, as of September 30, 2020 $ 528,038 $ 26,425 $ — $ 554,463 Identifiable assets as of September 30, 2020 $ 21,170,343 $ 21,297,286 $ 1,448,856 $ 43,916,485 Nine Months ended September 30, 2019 GWW Coolisys Ault Alliance Total Revenue $ 10,754,949 $ 4,306,340 $ — $ 15,061,289 Revenue, cryptocurrency mining — 592,092 — 592,092 Revenue, lending activities — — 443,927 443,927 Total revenues $ 10,754,949 $ 4,898,432 $ 443,927 $ 16,097,308 Depreciation and amortization expense $ 553,642 $ 2,239,958 $ — $ 2,793,600 Loss from operations $ (651,993 ) $ (7,188,830 ) $ (29,663 ) $ (7,870,486 ) Capital expenditures for segment assets, as of June 30, 2019 $ 102,364 $ 46,959 $ — $ 149,323 Identifiable assets as of June 30, 2019 $ 19,138,562 $ 23,200,317 $ 3,184,296 $ 45,523,175 Concentration Risk: The following tables provide the percentage of total revenues for the three and nine months ended September 30, 2020 and 2019 attributable to a single customer from which 10% or more of total revenues are derived. For the Three Months Ended For the Nine Months Ended September 30, 2020 September 30, 2020 Total Revenues Percentage of Total Revenues Percentage of by Major Total Company by Major Total Company Customers Revenues Customers Revenues Customer A $ 1,862,667 33% $ 5,596,089 34% Customer B 1,065,400 19% 2,660,800 16% For the Three Months Ended For the Nine Months Ended September 30, 2019 September 30, 2019 Total Revenues Percentage of Total Revenues Percentage of by Major Total Company by Major Total Company Customers Revenues Customers Revenues Customer A $ 1,429,455 27% $ 2,845,541 18% Revenue from Customer A is attributable to Enertec. Revenue from Customer B is attributable to Microphase. Further, at September 30, 2020, MTIX represented all the Company’s accounts and other receivable, related party. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 25. SUBSEQUENT EVENTS In accordance with FASB ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2020, 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. At-The-Market Equity Offering On October 2, 2020 the Company established an “at-the-market” equity offering program under which it may sell, from time to time, shares of its common stock for aggregate gross proceeds of up to $8,975,000. The shares of common stock will be offered through Ascendiant Capital Markets, LLC, which will act in its capacity as sales agent (the “Agent”). Pursuant to a sales agreement with the Agent, sales of shares of the Company's common stock may be made in transactions that are deemed to be “at-the-market” offerings, including sales made by means of ordinary brokers’ transactions on the NYSE American or otherwise at market prices prevailing at the time of sale or as agreed to with the Agent. The Company intends to use the net proceeds from the “at-the-market” equity offering, if any, for the financing of possible acquisitions of companies and technologies, business expansions and investments and for working capital and general corporate purposes, which may include the repayment, refinancing, redemption or repurchase of future indebtedness or capital stock. The Company does not have agreements or commitments for any specific acquisitions at this time. The shares of common stock described above are being offered pursuant to a shelf registration statement (File No. 333-222132) which became effective on January 11, 2018. Such shares of common stock may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. During October and through November 13, 2020 the Company received gross proceeds of $5,375,055 through the sale of 2,935,875 shares of the Company’s common stock through the ATM Offering. Issuance of common stock for conversion of debt During October 2020, principal and accrued interest of $2,277,194 on the Company’s debt securities was satisfied through the issuance of 2,108,152 shares of the Company’s common stock. I.AM Bankruptcy Filing On November 2, 2020, I.AM, Inc. filed a voluntary petition for bankruptcy under Chapter 7 in the United States Bankruptcy Court in the Central District of California, Santa Ana Division, case number 8:20-bk-13076. 13% Unsecured Promissory Note On August 5, 2020, the Company received $2,000,000 from Esousa and on October 22, 2020, the Company issued to Esousa a promissory note in the principal face amount of $2,000,000, with an interest rate of 13%. The outstanding principal face amount, plus any accrued and unpaid interest, is due by November 3, 2020, or as otherwise provided in accordance with the terms set forth therein. In connection therewith, the Company delivered to the institutional investor a warrant to purchase 729,927 shares of the Company’s common stock at an exercise price of $3.01. The exercise of the warrant is subject to approval of the NYSE American. 14% Unsecured Promissory Notes The Company issued to Esousa two unsecured promissory notes in the aggregate principal face amount of $1,200,000, of which $850,000 was received prior to September 30, 2020. The principal amount of $850,000 of the first Note dated October 27, 2020, together with all accrued unpaid interest at an annual rate of 14%, is due and payable on December 28, 2020. The principal amount of $350,000 of the second Note dated October 27, 2020, together with all accrued unpaid interest at an annual rate of 14%, is due and payable on January 7, 2021. In connection with the two Promissory Notes, the Company delivered to the institutional investor (i) a warrant dated October 27, 2020, to purchase 425,000 shares of the Company’s common stock at an exercise price of $2.20 (the “First Warrant”), and (ii) a warrant dated October 27, 2020, to purchase 148,936 shares of the Company’s common stock at an exercise price of $2.59. The exercise of the warrants is subject to approval of the NYSE American. Pending Acquisiton of Relec Electronics Ltd. On November 9, 2020, GWW entered into a Stock Purchase Agreement (the “Agreement”) with Tabard Holdings Inc., a Delaware corporation and wholly owned subsidiary of GWW (“Tabard”), the legal and beneficial owners (the “Sellers”) of 100% of the issued shares in the capital of Relec Electronics Ltd., a corporation organized under the laws of England and Wales (“Relec”), and Peter Lappin, in his capacity as the representative of the Sellers (the “Sellers’ Representative”). Upon the terms and subject to the conditions set forth in the Agreement, Tabard shall acquire Relec pursuant to the Agreement whereby the Sellers shall sell to Tabard (i) 100% of the issued shares of Relec. The purchase price is approximately £3,000,000 plus an amount equal to Relec’s cash balance immediately prior to closing of the acquisiton. Tabard has paid the sum of $500,000 to an escrow as a deposit toward payment of the purchase price. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of DPW and its wholly-owned subsidiaries, GWW, Coolisys, Digital Power Corporation (a wholly owned subsidiary of Coolisys), Gresham Power, Enertec, DP Lending, Ault Alliance, It’sLikeFashion and Digital Farms and its majority-owned subsidiaries, Microphase and I.AM. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Accounting Estimates | Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include acquisition accounting, fair value of certain financial instruments, reserve for trade receivables and inventories, carrying amounts of investments, carrying amounts of digital currencies, accruals of certain liabilities including product warranties, useful lives and 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. During the first quarter of 2020, based upon the deteriorating business conditions for restaurants in the San Diego County as result of the spread of COVID-19 and the decline in projected cash flows over the life of the restaurant long-lived assets, the Company performed an undiscounted cash flow test to determine if the restaurant equipment and right-of-use assets were impaired. The undiscounted cash flows were less than the carrying amount of the Company’s restaurant equipment and right-of-use assets and therefore, the carrying amount of the assets were compared to the fair value of the assets, and the Company determined that there were impairment charges to be recorded on the restaurant long-lived assets. Impairment charges for the nine months ended September 30, 2020 related to restaurant equipment were in an amount equal to the cost of the Company’s restaurant equipment, net of depreciation of $504,802 and the impairment related to the right-of-use assets attributed to the discontinued restaurant operations was the full carrying amount of $1,020,514. The restaurant-related impairment charges are included as a component of net loss from discontinued operations (see Note 4). |
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 nine months ended September 30, 2020 and 2019: Nine Months ended September 30, 2020 GWW Coolisys Ault Alliance Total Primary Geographical Markets North America $ 5,109,672 $ 3,100,552 $ (27,140 ) $ 8,183,084 Europe 694,478 288,282 - 982,760 Middle East 6,837,501 - - 6,837,501 Other 264,226 414,407 - 678,633 $ 12,905,877 $ 3,803,241 $ (27,140 ) $ 16,681,978 Major Goods RF/Microwave Filters $ 3,886,940 $ — $ — $ 3,886,940 Detector logarithmic video amplifiers 1,318,547 — — 1,318,547 Power Supply Units — 3,803,241 — 3,803,241 Power Supply Systems 862,889 — — 862,889 Healthcare diagnostic systems 784,689 — — 784,689 Defense systems 6,052,812 — — 6,052,812 Lending activities — — (27,140 ) (27,140 ) $ 12,905,877 $ 3,803,241 $ (27,140 ) $ 16,681,978 Timing of Revenue Recognition Goods transferred at a point in time $ 6,068,376 $ 3,803,241 $ (27,140 ) $ 9,844,477 Services transferred over time 6,837,501 — — 6,837,501 $ 12,905,877 $ 3,803,241 $ (27,140 ) $ 16,681,978 Nine Months ended September 30, 2019 GWW Coolisys Ault Alliance Total Primary Geographical Markets North America $ 2,703,803 $ 4,590,840 $ 443,927 $ 7,738,570 Europe 6,341,396 16,804 — 6,358,200 Middle East 1,283,312 21,348 — 1,283,312 Other 447,786 269,440 — 717,226 $ 10,776,297 $ 4,898,432 $ 443,927 $ 16,097,308 Major Goods RF/Microwave filters $ 989,114 $ — $ — $ 989,114 Detector logarithmic video amplifiers 473,150 — — 473,150 Power supply units 3,194,843 4,306,340 — 7,501,183 Power supply systems 1,423,971 — — 1,423,971 Healthcare diagnostic systems 1,260,700 — — 1,260,700 Defense systems 3,413,171 — — 3,413,171 Lending activities — — 443,927 443,927 Digital currency mining — 592,092 — 592,092 $ 10,754,949 $ 4,898,432 $ 443,927 $ 16,097,308 Timing of Revenue Recognition Goods transferred at a point in time $ 5,944,177 $ 4,898,432 $ 443,927 $ 11,286,536 Services transferred over time 4,810,772 — — 4,810,772 $ 10,754,949 $ 4,898,432 $ 443,927 $ 16,097,308 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 an 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 is 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 September 30, 2020, 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 an estimated three year period. The Company will be paid in installments for this performance obligation over the estimated period that the remaining revenue is recognized. Lending Activities Ault Alliance, through 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. |
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 5 and Note 9) that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurement at September 30, 2020 Total Level 1 Level 2 Level 3 Investments in convertible promissory note of $ 7,059,322 $ — $ — $ 7,059,322 Investments in common stock and derivative 2,750,580 259,786 $ — 2,490,794 Investment in common stock and warrants of 587,686 — — 587,686 Investments in marketable equity securities 386,476 386,476 — — Investments in warrants of public companies 103 — — 103 Total Investments $ 10,784,167 $ 646,262 $ — $ 10,137,905 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 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. |
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 nine months ended September 30, 2020 and 2019. Anti-dilutive securities, which are convertible into or exercisable for the Company’s common stock, consist of the following at September 30, 2020 and 2019: September 30, 2020 2019 Stock options 950 2,906 Warrants (1) 3,582,116 72,921 Convertible notes 1,396,419 349,486 Conversion of preferred stock 2,232 2,232 Total 4,981,717 427,545 (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 Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In December 2019, the FASB issued ASU 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) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of revenue recognition | The Company’s disaggregated revenues consist of the following for the nine months ended September 30, 2020 and 2019: Nine Months ended September 30, 2020 GWW Coolisys Ault Alliance Total Primary Geographical Markets North America $ 5,109,672 $ 3,100,552 $ (27,140 ) $ 8,183,084 Europe 694,478 288,282 - 982,760 Middle East 6,837,501 - - 6,837,501 Other 264,226 414,407 - 678,633 $ 12,905,877 $ 3,803,241 $ (27,140 ) $ 16,681,978 Major Goods RF/Microwave Filters $ 3,886,940 $ — $ — $ 3,886,940 Detector logarithmic video amplifiers 1,318,547 — — 1,318,547 Power Supply Units — 3,803,241 — 3,803,241 Power Supply Systems 862,889 — — 862,889 Healthcare diagnostic systems 784,689 — — 784,689 Defense systems 6,052,812 — — 6,052,812 Lending activities — — (27,140 ) (27,140 ) $ 12,905,877 $ 3,803,241 $ (27,140 ) $ 16,681,978 Timing of Revenue Recognition Goods transferred at a point in time $ 6,068,376 $ 3,803,241 $ (27,140 ) $ 9,844,477 Services transferred over time 6,837,501 — — 6,837,501 $ 12,905,877 $ 3,803,241 $ (27,140 ) $ 16,681,978 Nine Months ended September 30, 2019 GWW Coolisys Ault Alliance Total Primary Geographical Markets North America $ 2,703,803 $ 4,590,840 $ 443,927 $ 7,738,570 Europe 6,341,396 16,804 — 6,358,200 Middle East 1,283,312 21,348 — 1,283,312 Other 447,786 269,440 — 717,226 $ 10,776,297 $ 4,898,432 $ 443,927 $ 16,097,308 Major Goods RF/Microwave filters $ 989,114 $ — $ — $ 989,114 Detector logarithmic video amplifiers 473,150 — — 473,150 Power supply units 3,194,843 4,306,340 — 7,501,183 Power supply systems 1,423,971 — — 1,423,971 Healthcare diagnostic systems 1,260,700 — — 1,260,700 Defense systems 3,413,171 — — 3,413,171 Lending activities — — 443,927 443,927 Digital currency mining — 592,092 — 592,092 $ 10,754,949 $ 4,898,432 $ 443,927 $ 16,097,308 Timing of Revenue Recognition Goods transferred at a point in time $ 5,944,177 $ 4,898,432 $ 443,927 $ 11,286,536 Services transferred over time 4,810,772 — — 4,810,772 $ 10,754,949 $ 4,898,432 $ 443,927 $ 16,097,308 |
Schedule of fair value measurement | The following table sets forth the Company’s financial instruments (see Note 5 and Note 9) that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurement at September 30, 2020 Total Level 1 Level 2 Level 3 Investments in convertible promissory note of $ 7,059,322 $ — $ — $ 7,059,322 Investments in common stock and derivative 2,750,580 259,786 $ — 2,490,794 Investment in common stock and warrants of 587,686 — — 587,686 Investments in marketable equity securities 386,476 386,476 — — Investments in warrants of public companies 103 — — 103 Total Investments $ 10,784,167 $ 646,262 $ — $ 10,137,905 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 |
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 September 30, 2020 and 2019: September 30, 2020 2019 Stock options 950 2,906 Warrants (1) 3,582,116 72,921 Convertible notes 1,396,419 349,486 Conversion of preferred stock 2,232 2,232 Total 4,981,717 427,545 (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. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of major classes of assets and liabilities | The following tables summarize the major classes of assets and liabilities included as part of discontinued operations: September 30, December 31, 2020 2019 (Unaudited) Current assets Cash and cash equivalents $ — $ 5,170 Accounts receivable — 83,885 Inventories, net — 60,341 Prepaid expenses and other current assets — 131,956 Total current assets classified as held for sale — 281,352 Property and equipment, net — 504,802 Right-of-use assets — 1,098,466 Total assets classified as held for sale $ — $ 1,884,620 Current liabilities Accounts payable and accrued expenses $ 788,314 $ 881,601 Operating lease liability, current 322,125 229,574 Other current liabilities 461,738 482,375 Total current liabilities classified as held for sale 1,572,177 1,593,550 Long term liabilities Operating lease liability, non-current 786,815 951,072 Total liabilities classified as held for sale $ 2,358,992 $ 2,544,622 |
Schedule of major classes of loss from discontinued operations | The following tables summarize the major classes of line items included in loss from discontinued operations: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Revenue $ — $ 1,036,834 $ 543,327 $ 3,371,465 Cost of revenue — (293,765 ) (160,310 ) (908,256 ) Selling and marketing — (61,618 ) — (162,268 ) General and administrative — (964,829 ) (555,445 ) (3,017,578 ) Impairment of property and equipment — — (1,525,316 ) — Interest expense — (789 ) — (789 ) Loss from discontinued operations $ — $ (284,167 ) $ (1,697,744 ) $ (717,426 ) |
Marketable Equity Securities (T
Marketable Equity Securities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Marketable Securities [Abstract] | |
Schedule of marketable securities | Marketable securities in equity securities with readily determinable market prices consisted of the following as of September 30, 2020 and December 31, 2019: Marketable equity securities at September 30, 2020 Gross unrealized Gross realized Cost gains gains (losses) Fair value Common shares $ 301,960 $ 84,516 $ — $ 386,476 Marketable equity securities at December 31, 2019 Gross unrealized Gross realized Cost gains gains (losses) Fair value Common shares $ 423,025 $ 216,622 $ — $ 639,647 |
Schedule of additional information about marketable securities | The following table presents additional information about marketable equity securities: Marketable Equity Securities Balance at January 1, 2020 $ 639,647 Sales of marketable equity securities (143,667 ) Realized gains on marketable equity securities 22,602 Unrealized losses on marketable equity securities (132,106 ) Balance at September 30, 2020 $ 386,476 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | At September 30, 2020 and December 31, 2019, property and equipment consist of: September 30, December 31, 2020 2019 Cryptocurrency machines and related equipment $ 567,216 $ 567,216 Computer, software and related equipment 2,941,870 2,518,187 Office furniture and equipment 441,104 441,613 Leasehold improvements 1,246,301 1,230,407 5,196,491 4,757,423 Accumulated depreciation and amortization (3,218,716 ) (2,970,030 ) Property and equipment, net $ 1,977,775 $ 1,787,393 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | At September 30, 2020 and December 31, 2019 intangible assets consist of: September 30, December 31, 2020 2019 Trade name and trademark $ 1,039,307 $ 1,039,307 Customer list 2,413,054 2,406,434 Domain name and other intangible assets 644,607 641,809 4,096,968 4,087,550 Accumulated depreciation and amortization (1,137,912 ) (880,562 ) Intangible assets, net $ 2,959,056 $ 3,206,988 |
GOODWILL (Tables)
GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Intangible Assets, Net (Including Goodwill) [Abstract] | |
Schedule of goodwill | The following table summarizes the changes in our goodwill during the nine months ended September 30, 2020: Goodwill Balance as of January 1, 2020 $ 8,100,947 Effect of exchange rate changes 21,490 Balance as of September 30, 2020 $ 8,122,437 |
INVESTMENTS - RELATED PARTIES (
INVESTMENTS - RELATED PARTIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of investments | Investments in AVLP and Alzamend Neuro, Inc. (“Alzamend”) at September 30, 2020 and December 31, 2019, are comprised of the following: September 30, December 31, 2020 2019 Investment in convertible promissory note of AVLP $ 10,153,661 $ 9,595,079 Investment in convertible promissory note of Alzamend 50,000 — Accrued interest in convertible promissory note of AVLP 2,025,475 2,025,475 Total investment in convertible promissory note of AVLP – Gross 12,229,136 11,620,554 Less: original issue discount (9,904 ) — Less: provision for loan losses (5,159,910 ) (5,079,834 ) Total investment in convertible promissory note of AVLP and Alzamend 7,059,322 6,540,720 Investment in derivative instruments of AVLP 2,490,794 1,330,684 Investment in common stock of AVLP 259,786 238,602 Investment in common stock and warrants of Alzamend 587,686 558,938 Investment in derivative instruments and common stock of AVLP and 3,338,266 2,128,224 Total investment in AVLP and Alzamend – Net $ 10,397,588 $ 8,668,944 Investment in warrants and common stock of AVLP and Alzamend $ 3,338,266 $ 2,128,224 Investment in convertible promissory note of AVLP and Alzamend 7,059,322 6,540,720 Total investment in AVLP and Alzamend – Net $ 10,397,588 $ 8,668,944 |
Schedule of summarizes the changes in our investments | The following table summarizes the changes in our investments in AVLP and Alzamend during the nine months ended September 30, 2020: Investment in Investment in warrants and convertible Total common stock promissory investment of AVLP and note of AVLP in AVLP and Alzamend and Alzamend Alzamend – Net Balance at January 1, 2020 $ 2,128,224 $ 6,540,720 $ 8,668,944 Investment in convertible promissory notes of AVLP — 478,506 478,506 Investment in convertible promissory note of Alzamend — 38,128 38,128 Investment in common stock of AVLP and Alzamend 12,884 — 12,884 Investment in warrants of Alzamend 11,872 — 11,872 Fair value of derivative instruments issued by AVLP 80,076 — 80,076 Unrealized loss in derivative instruments of AVLP 1,080,034 — 1,080,034 Unrealized loss in common stock of AVLP and Alzamend 25,176 — 25,176 Accretion of discount 1,968 1,968 Balance at September 30, 2020 $ 3,338,266 $ 7,059,322 $ 10,397,588 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of exercise price | The options outstanding as of September 30, 2020, 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 - $560 919 5.19 $537.96 566 $533.08 $1,208 - $1,352 31 2.88 $1,339.20 31 $1,339.20 $480 - $1,352 950 5.11 $564.32 597 $575.23 Issuances outside of Plans $1.79 850,000 9.97 $1.79 0 $0.00 Total Options $480 - 1,856 850,950 9.96 $2.42 597 $575.23 |
Schedule of stock-based compensation expense | The total stock-based compensation expense related to stock options and stock awards issued pursuant to the Plans to the Company’s employees, consultants and directors, included in reported net loss for the three and nine months ended September 30, 2020 and 2019, is comprised as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Stock-based compensation from Plans $ 202,975 $ 206,289 $ 272,466 $ 531,379 Stock-based compensation from issuances outside of Plans - 155,490 - 822,683 Total Stock-based compensation $ 202,975 $ 361,779 $ 272,466 $ 1,354,062 |
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 September 30, 2020, and changes during the nine months ended are as follows: Outstanding Options Weighted Weighted Average Shares Average Remaining Aggregate Available Number Exercise Contractual Intrinsic for Grant of Shares Price Life (years) Value January 1, 2019 103,105 1,388 $ 636.47 6.33 $ 0 Restricted stock awards (96,875 ) — Forfeited 438 (438 ) $ 793.14 September 30, 2020 6,668 950 $ 564.32 5.11 $ 0 |
Schedule of weighted average assumptions | During the nine months ended September 30, 2020, the Company estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted average assumptions: Nine Months Ended September 30, 2020 Weighted average risk-free interest rate 0.280% Weighted average life (in years) 5.7 Volatility 100.3% — 100.5% Expected dividend yield 0% Weighted average grant-date fair value per share $1.38 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Warrants | |
Schedule of common stock warrants outstanding | The following table summarizes information about common stock warrants outstanding at September 30, 2020: Outstanding Exercisable Weighted Average Weighted Weighted Remaining Average Average Exercise Number Contractual Exercise Number Exercise Price Outstanding Life (Years) Price Exercisable Price $ - 6,500 3.50 $ - 6,500 $ - $ 0.88 281,250 4.52 $ 0.88 281,250 $ 0.88 $ 1.07 400,000 4.66 $ 1.07 400,000 $ 1.07 $ 1.14 144,928 4.44 $ 1.14 144,928 $ 1.14 $ 1.16 95,238 4.65 $ 1.16 95,238 $ 1.16 $ 1.17 157,143 4.53 $ 1.17 157,143 $ 1.17 $ 1.19 277,778 4.41 $ 1.19 277,778 $ 1.19 $ 1.21 90,909 4.56 $ 1.21 90,909 $ 1.21 $ 1.43 1,700,361 4.36 $ 1.43 1,700,361 $ 1.43 $ 2.43 361,991 1.16 $ 2.43 361,991 $ 2.43 $ 8.00 397 1.09 $ 8.00 397 $ 8.00 $ 8.80 25,000 3.75 $ 8.80 25,000 $ 8.80 $ 12.00 12,500 3.61 $ 12.00 12,500 $ 12.00 $ 19.80 15,555 3.50 $ 19.80 15,555 $ 19.80 $ 440.00 355 2.11 $ 440.00 355 $ 440.00 $ 480.00 94 2.58 $ 480.00 94 $ 480.00 $ 528.00 186 2.09 $ 528.00 186 $ 528.00 $ 560.00 2,657 2.12 $ 560.00 2,657 $ 560.00 $ 600.00 170 1.62 $ 600.00 170 $ 600.00 $ 640.00 200 1.57 $ 640.00 200 $ 640.00 $ 752.00 9,614 2.62 $ 752.00 9,614 $ 752.00 $ 800.00 350 2.19 $ 800.00 350 $ 800.00 $ 880.00 947 0.92 $ 880.00 947 $ 880.00 $ 920.00 2,126 2.49 $ 920.00 2,126 $ 920.00 $ 1,040.00 1,243 2.54 $ 1,040.00 1,243 $ 1,040.00 $ 1,760.00 781 2.31 $ 1,760.00 781 $ 1,760.00 $ 1,800.00 140 2.32 $ 1,800.00 140 $ 1,800.00 $ 2,000.00 203 2.32 $ 2,000.00 203 $ 2,000.00 $ 0.88 - $2,000.00 3,588,616 4.09 $ 5.91 3,588,616 $ 5.91 |
Schedule of option pricing | The Company utilized the Black-Scholes option pricing model and the assumptions used during the nine months ended September 30, 2020 and 2019: Nine Months Ended September 30, 2020 September 30, 2019 Weighted average risk free interest rate 0.17% — 1.38% 1.75% — 2.28% Weighted average life (in years) 1.42 — 5 5.0 Volatility 86.3% — 103.1% 85.5% —87.5% Expected dividend yield 0% 0% Weighted average grant-date fair value $ 1.39 $ 10.34 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Other Current Liabilities | |
Schedule of other current liabilities | Other current liabilities at September 30, 2020 and December 31, 2019 consist of: September, 30 December 31, 2020 2019 Accrued payroll and payroll taxes $ 1,594,038 $ 1,237,054 Warrant liability 3,561,067 9,364 Warranty liability 86,070 80,412 Other accrued expenses 260,848 218,380 $ 5,502,023 $ 1,545,210 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020: September 30, 2020 Operating right-of-use assets $ 4,130,760 Operating lease liability - current 514,910 Operating lease liability - non-current 3,683,355 |
Schedule of lease expenses | The components of lease expenses for the nine months ended September 30, 2020, were as follows: Nine Months Ended September 30, 2020 Operating lease cost $ 695,456 Short-term lease cost - Variable lease cost 106,927 |
Schedule of supplemental cash flow information related to leases | The following tables provides a summary of other information related to leases for the nine months ended September 30, 2020: September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 762,356 Right-of-use assets obtained in exchange for new operating lease liabilities $ - Weighted-average remaining lease term - operating leases 7.4 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 September 30, 2020, are as follows: Payments due by period 2020 (remainder) $ 247,790 2021 880,914 2022 872,599 2023 895,200 2024 857,368 Thereafter 2,233,700 Total lease payments 5,987,571 Less interest (1,789,306 ) Present value of lease liabilities $ 4,198,265 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Notes Payable [Abstract] | |
Schedule of notes payable | Notes Payable at September 30, 2020 and December 31, 2019, are comprised of the following: September 30, December 31, 2020 2019 Esousa purchased notes $ 431,668 $ 2,828,323 Esousa additional purchased notes 1,772,700 632,000 Esousa short-term promissory notes 4,850,000 — June '20 short-term promissory notes 800,000 — Other short-term notes payable 1,182,401 1,050,339 Notes payable to Wells Fargo 189,037 290,560 Note payable to Dept. of Economic and Community Development 204,813 229,096 Paycheck Protection Program Loans 1,162,302 — SBA Economic Injury Disaster Loan 150,000 — Short term bank credit 1,423,724 1,622,337 Total notes payable 12,166,645 6,652,655 Less: Unamortized debt discounts (1,980,685 ) (29,348 ) Unamortized financing cost — (3,668 ) Total notes payable, net of financing cost $ 10,185,960 $ 6,619,639 Less: current portion (9,833,928 ) (6,137,015 ) Notes payable – long-term portion $ 352,032 $ 482,624 |
NOTES PAYABLE - RELATED PARTI_2
NOTES PAYABLE - RELATED PARTIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Notes Payable [Abstract] | |
Schedule of notes payable - related parties | Notes Payable – Related parties at September 30, 2020 and December 31, 2019, are comprised of the following: September 30, December 31, 2020 2019 Notes payable, related parties $ 263,169 $ 284,317 Less: current portion (211,253 ) (169,153 ) Notes payable, related parties – long-term portion $ 51,916 $ 115,164 s |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of convertible notes | Convertible Notes Payable at September 30, 2020 and December 31, 2019, are comprised of the following: September 30, December 31, 2020 2019 8% Convertible promissory note $ — $ 935,772 12% Convertible promissory note — 815,218 4% Convertible promissory note 660,000 660,000 12% November 2019 convertible promissory note — 350,000 12% August 2020 convertible promissory note 330,000 — April 2020 convertible promissory note 100,000 — Total convertible notes payable 1,090,000 2,760,990 Less: Unamortized debt discounts (332,162 ) (355,227 ) Total convertible notes payable, net of financing cost $ 757,838 $ 2,405,763 Less: current portion (392,044 ) (2,100,990 ) Convertible notes payable, net of financing cost – long-term portion $ 365,794 $ 304,773 |
SEGMENT, CUSTOMERS AND GEOGRA_2
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of geographic operating segments | The total loss from operations of the Company’s reportable segments is less than the Company’s consolidated loss from operations due to DPW Holdings corporate expenses. Three Months ended September 30, 2020 GWW Coolisys Ault Alliance Total Revenue $ 4,329,295 $ 1,375,805 $ — $ 5,705,100 Revenue, lending activities — — (29,536 ) (29,536 ) Total revenues $ 4,329,295 $ 1,375,805 $ (29,536 ) $ 5,675,564 Depreciation and amortization expense $ 328,302 $ 21,426 $ — $ 349,728 Loss from operations $ (65,369 ) $ 126,593 $ (40,561 ) $ 20,663 Capital expenditures for segment assets, as of September 30, 2020 $ 337,921 $ 26,425 $ — $ 364,346 Identifiable assets as of September 30, 2020 $ 21,186,343 $ 21,009,613 $ 1,448,856 $ 43,644,812 Three Months ended September 30, 2019 GWW Coolisys Ault Alliance Total Revenue $ 3,355,897 $ 1,612,543 $ — $ 4,968,440 Revenue, cryptocurrency mining — 307,172 — 307,172 Revenue, lending activities — — 69,217 69,217 Total revenues $ 3,355,897 $ 1,919,715 $ 69,217 $ 5,344,829 Depreciation and amortization expense $ 151,257 $ 747,034 $ — $ 898,291 Loss from operations $ (133,909 ) $ (5,050,617 ) $ (70,953 ) $ (5,255,479 ) Capital expenditures for segment assets, as of September 30, 2019 $ 25,135 $ 30,582 $ — $ 55,717 Identifiable assets as of September 30, 2019 $ 19,440,320 $ 28,079,982 $ 2,983,046 $ 50,503,348 Nine Months ended September 30, 2020 GWW Coolisys Ault Alliance Total Revenue $ 12,905,877 $ 3,803,241 $ — $ 16,709,118 Revenue, lending activities — — $ (27,140 ) (27,140 ) Total revenues $ 12,905,877 $ 3,803,241 $ (27,140 ) $ 16,681,978 Depreciation and amortization expense $ 478,316 $ 129,644 $ — $ 607,960 Loss from operations $ 118,642 $ (27,460 ) $ (121,977 ) $ (30,795 ) Capital expenditures for segment assets, as of September 30, 2020 $ 528,038 $ 26,425 $ — $ 554,463 Identifiable assets as of September 30, 2020 $ 21,170,343 $ 21,297,286 $ 1,448,856 $ 43,916,485 Nine Months ended September 30, 2019 GWW Coolisys Ault Alliance Total Revenue $ 10,754,949 $ 4,306,340 $ — $ 15,061,289 Revenue, cryptocurrency mining — 592,092 — 592,092 Revenue, lending activities — — 443,927 443,927 Total revenues $ 10,754,949 $ 4,898,432 $ 443,927 $ 16,097,308 Depreciation and amortization expense $ 553,642 $ 2,239,958 $ — $ 2,793,600 Loss from operations $ (651,993 ) $ (7,188,830 ) $ (29,663 ) $ (7,870,486 ) Capital expenditures for segment assets, as of June 30, 2019 $ 102,364 $ 46,959 $ — $ 149,323 Identifiable assets as of June 30, 2019 $ 19,138,562 $ 23,200,317 $ 3,184,296 $ 45,523,175 |
Schedule of total revenues | The following tables provide the percentage of total revenues for the three and nine months ended September 30, 2020 and 2019 attributable to a single customer from which 10% or more of total revenues are derived. For the Three Months Ended For the Nine Months Ended September 30, 2020 September 30, 2020 Total Revenues Percentage of Total Revenues Percentage of by Major Total Company by Major Total Company Customers Revenues Customers Revenues Customer A $ 1,862,667 33% $ 5,596,089 34% Customer B 1,065,400 19% 2,660,800 16% For the Three Months Ended For the Nine Months Ended September 30, 2019 September 30, 2019 Total Revenues Percentage of Total Revenues Percentage of by Major Total Company by Major Total Company Customers Revenues Customers Revenues Customer A $ 1,429,455 27% $ 2,845,541 18% |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - Number | Jul. 23, 2019 | Mar. 14, 2019 | Sep. 30, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of reportable segments | 3 | ||
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 ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Liquidity Going Concern And Managements Plans [Abstract] | ||||||
Cash and cash equivalent | $ 1,274,408 | $ 754,532 | $ 1,274,408 | $ 754,532 | $ 483,383 | $ 769,619 |
Accumulated deficit | (113,302,229) | (113,302,229) | $ (88,650,465) | |||
Working capital | (21,649,513) | (21,649,513) | ||||
Net income (loss) attributable to parent | $ (16,734,356) | $ (10,340,871) | (24,641,437) | $ (21,110,774) | ||
Promissory notes | $ 7,700,000 |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total revenue | $ 5,675,564 | $ 5,344,829 | $ 16,681,978 | $ 16,097,308 |
RF/Microwave Filters [Member] | ||||
Total revenue | 3,886,940 | 989,114 | ||
Detector Logarithmic Video Amplifiers [Member] | ||||
Total revenue | 1,318,547 | 473,150 | ||
Power Supply Units [Member] | ||||
Total revenue | 3,803,241 | 7,501,183 | ||
Power Supply Systems [Member] | ||||
Total revenue | 862,889 | 1,423,971 | ||
Healthcare Diagnostic Systems [Member] | ||||
Total revenue | 784,689 | 1,260,700 | ||
Defense Systems [Member] | ||||
Total revenue | 6,052,812 | 3,413,171 | ||
Lending Activities [Member] | ||||
Total revenue | (27,140) | 443,927 | ||
Goods Transferred At A Point In Time [Member] | ||||
Total revenue | 9,844,477 | 11,286,536 | ||
Services Transferred Over Time [Member] | ||||
Total revenue | 6,837,501 | 4,810,772 | ||
Digital Currency Mining [Member] | ||||
Total revenue | 592,092 | |||
North America [Member] | ||||
Total revenue | 8,183,084 | 7,738,570 | ||
Europe [Member] | ||||
Total revenue | 982,760 | 6,358,200 | ||
Middle East [Member] | ||||
Total revenue | 6,837,501 | 1,283,312 | ||
Other [Member] | ||||
Total revenue | 678,633 | 717,226 | ||
GWW [Member] | ||||
Total revenue | 12,905,877 | 10,754,949 | ||
GWW [Member] | RF/Microwave Filters [Member] | ||||
Total revenue | 3,886,940 | 989,114 | ||
GWW [Member] | Detector Logarithmic Video Amplifiers [Member] | ||||
Total revenue | 1,318,547 | 473,150 | ||
GWW [Member] | Power Supply Units [Member] | ||||
Total revenue | 3,194,843 | |||
GWW [Member] | Power Supply Systems [Member] | ||||
Total revenue | 862,889 | 1,423,971 | ||
GWW [Member] | Healthcare Diagnostic Systems [Member] | ||||
Total revenue | 784,689 | 1,260,700 | ||
GWW [Member] | Defense Systems [Member] | ||||
Total revenue | 6,052,812 | 3,413,171 | ||
GWW [Member] | Lending Activities [Member] | ||||
Total revenue | ||||
GWW [Member] | Goods Transferred At A Point In Time [Member] | ||||
Total revenue | 6,068,376 | 5,944,177 | ||
GWW [Member] | Services Transferred Over Time [Member] | ||||
Total revenue | 6,837,501 | 4,810,772 | ||
GWW [Member] | Digital Currency Mining [Member] | ||||
Total revenue | ||||
GWW [Member] | North America [Member] | ||||
Total revenue | 5,109,672 | 2,703,803 | ||
GWW [Member] | Europe [Member] | ||||
Total revenue | 694,478 | 6,341,396 | ||
GWW [Member] | Middle East [Member] | ||||
Total revenue | 6,837,501 | 1,283,312 | ||
GWW [Member] | Other [Member] | ||||
Total revenue | 264,226 | 447,786 | ||
Coolisys [Member] | ||||
Total revenue | 3,803,241 | 4,898,432 | ||
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 | 3,803,241 | 4,306,340 | ||
Coolisys [Member] | Power Supply Systems [Member] | ||||
Total revenue | ||||
Coolisys [Member] | Healthcare Diagnostic Systems [Member] | ||||
Total revenue | ||||
Coolisys [Member] | Defense Systems [Member] | ||||
Total revenue | ||||
Coolisys [Member] | Lending Activities [Member] | ||||
Total revenue | ||||
Coolisys [Member] | Goods Transferred At A Point In Time [Member] | ||||
Total revenue | 3,803,241 | 4,898,432 | ||
Coolisys [Member] | Services Transferred Over Time [Member] | ||||
Total revenue | ||||
Coolisys [Member] | Digital Currency Mining [Member] | ||||
Total revenue | 592,092 | |||
Coolisys [Member] | North America [Member] | ||||
Total revenue | 3,100,552 | 4,590,840 | ||
Coolisys [Member] | Europe [Member] | ||||
Total revenue | 288,282 | 16,804 | ||
Coolisys [Member] | Middle East [Member] | ||||
Total revenue | 21,348 | |||
Coolisys [Member] | Other [Member] | ||||
Total revenue | 414,407 | 269,440 | ||
Ault Alliance [Member] | ||||
Total revenue | (27,140) | 443,927 | ||
Ault Alliance [Member] | RF/Microwave Filters [Member] | ||||
Total revenue | ||||
Ault Alliance [Member] | Power Supply Systems [Member] | ||||
Total revenue | ||||
Ault Alliance [Member] | Healthcare Diagnostic Systems [Member] | ||||
Total revenue | ||||
Ault Alliance [Member] | Defense Systems [Member] | ||||
Total revenue | ||||
Ault Alliance [Member] | Lending Activities [Member] | ||||
Total revenue | (27,140) | 443,927 | ||
Ault Alliance [Member] | Goods Transferred At A Point In Time [Member] | ||||
Total revenue | (27,140) | 443,927 | ||
Ault Alliance [Member] | Services Transferred Over Time [Member] | ||||
Total revenue | ||||
Ault Alliance [Member] | Digital Currency Mining [Member] | ||||
Total revenue | ||||
Ault Alliance [Member] | North America [Member] | ||||
Total revenue | (27,140) | 443,927 | ||
Ault Alliance [Member] | Europe [Member] | ||||
Total revenue | ||||
Ault Alliance [Member] | Middle East [Member] | ||||
Total revenue | ||||
Ault Alliance [Member] | Other [Member] | ||||
Total revenue | ||||
Ault Alliance [Member] | Detector Logarithmic Video Amplifiers [Member] | ||||
Total revenue | ||||
Ault Alliance [Member] | Power Supply Units [Member] | ||||
Total revenue |
BASIS OF PRESENTATION AND SIG_5
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Available-for-sale securities | $ 7,059,322 | $ 6,540,720 |
Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 10,784,167 | 9,317,765 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Available-for-sale securities | 646,262 | 878,249 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Available-for-sale securities | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Available-for-sale securities | 10,137,905 | 8,439,516 |
Avalanche International Corp. [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 2,750,580 | 1,569,286 |
Avalanche International Corp. [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Available-for-sale securities | 259,786 | 238,602 |
Avalanche International Corp. [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Available-for-sale securities | ||
Avalanche International Corp. [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Available-for-sale securities | 2,490,794 | 1,330,684 |
Avalanche International Corp. [Member] | 8% Convertible Promissory Note [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 7,059,322 | 6,540,720 |
Avalanche International Corp. [Member] | 8% Convertible Promissory Note [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Available-for-sale securities | ||
Avalanche International Corp. [Member] | 8% Convertible Promissory Note [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Available-for-sale securities | ||
Avalanche International Corp. [Member] | 8% Convertible Promissory Note [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Available-for-sale securities | 7,059,322 | 6,540,720 |
Alzamend - A Related Party [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 587,686 | 558,938 |
Alzamend - A Related Party [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Available-for-sale securities | ||
Alzamend - A Related Party [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Available-for-sale securities | ||
Alzamend - A Related Party [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Available-for-sale securities | 587,686 | 558,938 |
Marketable Securities [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 386,476 | 639,647 |
Marketable Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Available-for-sale securities | 386,476 | 639,647 |
Marketable Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Available-for-sale securities | ||
Marketable Securities [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Available-for-sale securities | ||
Investment In Warrants Of Public Companies [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 103 | 9,174 |
Investment In Warrants Of Public Companies [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Available-for-sale securities | ||
Investment In Warrants Of Public Companies [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Available-for-sale securities | 103 | 9,174 |
Investments in Warrants of Public Companies [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Available-for-sale securities |
BASIS OF PRESENTATION AND SIG_6
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 2) - shares | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | ||
Anti-dilutive securities | 4,981,717 | 427,545 | |
Series A & B Preferred Stock [Member] | |||
Anti-dilutive securities | 2,232 | 2,232 | |
Stock Option [Member] | |||
Anti-dilutive securities | 950 | 2,906 | |
Warrant [Member] | |||
Anti-dilutive securities | [1] | 3,582,116 | 72,921 |
Convertible Notes [Member] | |||
Anti-dilutive securities | 1,396,419 | 349,486 | |
[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 Companys common stock, in its anti-dilutive securities but included the warrants in its weighted average shares outstanding. |
BASIS OF PRESENTATION AND SIG_7
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Apr. 30, 2019 | |
Warrant outstanding | 6,500 | ||
Revenue performance obligation | $ 48,000,000 | ||
Property and equipment, net | 1,977,775 | $ 1,787,393 | |
Discontinued Operations [Member] | |||
Property and equipment, net | $ 504,802 | ||
Discontinued Operations [Member] | Restaurant Equipment [Member] | |||
Property and equipment, net | 504,802 | ||
MTIX Ltd [Member] | Two MLSE Units [Member] | |||
Unit purchase price | 50,000,000 | ||
Manufacturing costs | $ 100,000 | ||
Warrant [Member] | |||
Warrant outstanding | 6,500 | ||
Cashless exercise of shares | 6,500 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||||
Cash and cash equivalents | $ 1,274,408 | $ 483,383 | $ 754,532 | $ 769,619 |
Accounts receivable | 3,028,754 | 2,438,254 | ||
Inventories, net | 2,672,873 | 2,481,511 | ||
Prepaid expenses and other current assets | 2,044,605 | 1,324,161 | ||
Total current assets classified as held for sale | 12,233,633 | 11,071,257 | ||
Property and equipment, net | 1,977,775 | 1,787,393 | ||
Right-of-use assets | 4,130,760 | 4,177,590 | ||
Total assets classified as held for sale | 43,644,812 | 42,750,408 | $ 50,503,348 | |
Current liabilities | ||||
Accounts payable and accrued expenses | 13,073,937 | 14,284,563 | ||
Operating lease liability, current | 514,910 | 484,819 | ||
Other current liabilities | 5,502,023 | 1,545,210 | ||
Total current liabilities classified as held for sale | 33,883,146 | 30,221,332 | ||
Long term liabilities | ||||
Operating lease liability, non-current | 3,683,355 | 3,726,493 | ||
Total liabilities classified as held for sale | 39,123,058 | 35,801,458 | ||
Discontinued Operations [Member] | ||||
Current assets | ||||
Cash and cash equivalents | 5,170 | |||
Accounts receivable | 83,885 | |||
Inventories, net | 60,341 | |||
Prepaid expenses and other current assets | 131,956 | |||
Total current assets classified as held for sale | 281,352 | |||
Property and equipment, net | 504,802 | |||
Right-of-use assets | 1,098,466 | |||
Total assets classified as held for sale | 1,884,620 | |||
Current liabilities | ||||
Accounts payable and accrued expenses | 788,314 | 881,601 | ||
Operating lease liability, current | 322,125 | 229,574 | ||
Other current liabilities | 461,738 | 482,375 | ||
Total current liabilities classified as held for sale | 1,572,177 | 1,593,550 | ||
Long term liabilities | ||||
Operating lease liability, non-current | 786,815 | 951,072 | ||
Total liabilities classified as held for sale | $ 2,358,992 | $ 2,544,622 |
Discontinued Operations (Deta_2
Discontinued Operations (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue | $ 5,675,564 | $ 5,344,829 | $ 16,681,978 | $ 16,097,308 |
Cost of revenue | (3,736,082) | (4,348,761) | (11,085,091) | (13,441,785) |
Selling and marketing | (259,649) | (331,107) | (892,786) | (1,130,913) |
General and administrative | (2,835,940) | (3,554,043) | (8,656,841) | (11,567,180) |
Impairment of property and equipment | (4,315,856) | |||
Interest expense | (2,365,741) | (2,954,843) | (4,414,618) | (5,585,850) |
Discontinued Operations [Member] | ||||
Revenue | 1,036,834 | 543,327 | 3,371,465 | |
Cost of revenue | (293,765) | (160,310) | (908,256) | |
Selling and marketing | (61,618) | (162,268) | ||
General and administrative | (964,829) | (555,445) | (3,017,578) | |
Impairment of property and equipment | (1,525,316) | |||
Interest expense | (789) | (789) | ||
Loss from discontinued operations | $ (284,167) | $ (1,697,744) | $ (717,426) |
Marketable Equity Securities (D
Marketable Equity Securities (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Cost | $ 516,634 | $ 1,501,912 | |
Common Stock [Member] | |||
Cost | 301,960 | $ 423,025 | |
Gross unrealized gains (losses) | 84,516 | 216,622 | |
Gross realized gains (losses) | |||
Fair value | $ 386,476 | $ 639,647 |
Marketable Equity Securities _2
Marketable Equity Securities (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Sales of marketable equity securities | $ (143,667) | $ (571,741) | ||
Realized gains on marketable equity securities | 22,602 | 86,741 | ||
Unrealized losses on marketable equity securities | $ (29,318) | $ (330,150) | (57,896) | $ (173,503) |
Common Stock [Member] | ||||
Balance at beginning | 639,647 | |||
Sales of marketable equity securities | (143,667) | |||
Realized gains on marketable equity securities | 22,602 | |||
Unrealized losses on marketable equity securities | (132,106) | |||
Balance at end | $ 386,476 | $ 386,476 |
Marketable Equity Securities _3
Marketable Equity Securities (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Common Stock [Member] | |||
Gross unrealized gains (losses) | $ 184,419 | $ 132,106 | $ 258,905 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Property, plant and equipment, gross | $ 5,196,491 | $ 4,757,423 |
Accumulated depreciation and amortization | (3,218,716) | (2,970,030) |
Property and equipment, net | 1,977,775 | 1,787,393 |
Cryptocurrency Machines and Related Equipment [Member] | ||
Property, plant and equipment, gross | 567,216 | 567,216 |
Computer Software and Related Equipment [Member] | ||
Property, plant and equipment, gross | 2,941,870 | 2,518,187 |
Office Furniture and Equipment [Member] | ||
Property, plant and equipment, gross | 441,104 | 441,613 |
Leasehold Improvements [Member] | ||
Property, plant and equipment, gross | $ 1,246,301 | $ 1,230,407 |
PROPERTY AND EQUIPMENT, NET (_2
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Depreciation expense | $ 97,177 | $ 846,631 | $ 357,083 | $ 2,673,352 |
Restaurant Equipment [Member] | ||||
Impairment charges | $ 504,802 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Intangible assets gross | $ 4,096,968 | $ 4,087,550 |
Accumulated depreciation and amortization | (1,137,912) | (880,562) |
Intangible assets, net | 2,959,056 | 3,206,988 |
Customer List [Member] | ||
Intangible assets gross | 2,413,054 | 2,406,434 |
Domain Name and Other Intangible Assets [Member] | ||
Intangible assets gross | 644,607 | 641,809 |
Trade Name and Trademark [Member] | ||
Intangible assets gross | $ 1,039,307 | $ 1,039,307 |
INTANGIBLE ASSETS, NET (Detai_2
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 85,271 | $ 101,199 | $ 251,968 | $ 400,661 |
GOODWILL (Details)
GOODWILL (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Intangible Assets, Net (Including Goodwill) [Abstract] | |
Balance as of January 1, 2020 | $ 8,100,947 |
Effect of exchange rate changes | (21,490) |
Balance as of September 30, 2020 | $ 8,122,437 |
INVESTMENTS - RELATED PARTIES_2
INVESTMENTS - RELATED PARTIES (Details) - Avalanche International Corp. ("AVLP") and Alzamend Neuro, Inc. ("Alzamend") [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Investment in convertible promissory note of AVLP | $ 10,153,661 | $ 9,595,079 |
Investment in convertible promissory note of Alzamend | 50,000 | |
Accrued interest in convertible promissory note of AVLP | 2,025,475 | 2,025,475 |
Total investment in convertible promissory note of AVLP - Gross | 12,229,136 | 11,620,554 |
Less: original issue discount | (9,904) | |
Less: provision for loan losses | (5,159,910) | (5,079,834) |
Total investment in convertible promissory note of AVLP and Alzamend | 7,059,322 | 6,540,720 |
Investment in derivative instruments of AVLP | 2,490,794 | 1,330,684 |
Investment in common stock of AVLP | 259,786 | 238,602 |
Investment in common stock and warrants of Alzamend | 587,686 | 558,938 |
Investment in derivative instruments and common stock of AVLP and Alzamend | 3,338,266 | 2,128,224 |
Total investment in AVLP and Alzamend - Net | 10,397,588 | 8,668,944 |
Investment in warrants and common stock of AVLP and Alzamend | 3,338,266 | 2,128,224 |
Investment in convertible promissory note of AVLP and Alzamend | 7,059,322 | 6,540,720 |
Total investment in AVLP and Alzamend - Net | $ 10,397,588 | $ 8,668,944 |
INVESTMENTS - RELATED PARTIES_3
INVESTMENTS - RELATED PARTIES (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Fair value of derivative instruments issued by AVLP | $ (165,840) | $ 5,773 | $ (1,112,665) | |
Avalanche International Corp. ("AVLP") and Alzamend Neuro, Inc. ("Alzamend") [Member] | ||||
Investment in convertible promissory note of Alzamend | 50,000 | |||
Investment in common stock of AVLP and Alzamend | 587,686 | 558,938 | ||
Avalanche International Corp. ("AVLP") and Alzamend Neuro, Inc. ("Alzamend") [Member] | 8% Convertible Promissory Note [Member] | ||||
Balance at beginning | 6,540,720 | |||
Investment in convertible promissory notes of AVLP | 478,506 | |||
Investment in convertible promissory note of Alzamend | 38,128 | |||
Investment in common stock of AVLP and Alzamend | ||||
Investment in warrants of Alzamend | ||||
Fair value of derivative instruments issued by AVLP | ||||
Unrealized loss in derivative instruments of AVLP | ||||
Unrealized loss in common stock of AVLP and Alzamend | ||||
Accretion of discount | 1,968 | |||
Balance at end | 7,059,322 | 6,540,720 | ||
Avalanche International Corp. ("AVLP") and Alzamend Neuro, Inc. ("Alzamend") [Member] | Warrants and Common Stock [Member] | ||||
Balance at beginning | 2,128,224 | |||
Investment in convertible promissory notes of AVLP | ||||
Investment in convertible promissory note of Alzamend | ||||
Investment in common stock of AVLP and Alzamend | 12,884 | |||
Investment in warrants of Alzamend | 11,872 | |||
Fair value of derivative instruments issued by AVLP | 80,076 | |||
Unrealized loss in derivative instruments of AVLP | 1,080,034 | |||
Unrealized loss in common stock of AVLP and Alzamend | 25,176 | |||
Accretion of discount | ||||
Balance at end | 3,338,266 | 2,128,224 | ||
Avalanche International Corp. ("AVLP") and Alzamend Neuro, Inc. ("Alzamend") [Member] | ||||
Balance at beginning | 8,668,944 | |||
Investment in convertible promissory notes of AVLP | 478,506 | |||
Investment in convertible promissory note of Alzamend | 38,128 | |||
Investment in common stock of AVLP and Alzamend | 12,884 | |||
Investment in warrants of Alzamend | 11,872 | |||
Fair value of derivative instruments issued by AVLP | 80,076 | |||
Unrealized loss in derivative instruments of AVLP | 1,080,034 | |||
Unrealized loss in common stock of AVLP and Alzamend | 25,176 | |||
Accretion of discount | 1,968 | |||
Balance at end | $ 10,397,588 | $ 8,668,944 |
INVESTMENTS - RELATED PARTIES_4
INVESTMENTS - RELATED PARTIES (Details Narrative) | Aug. 20, 2020shares | Sep. 30, 2020USD ($)Number$ / sharesshares | Sep. 30, 2019USD ($) | Jun. 30, 2020shares | Sep. 30, 2020USD ($)Number$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesshares |
Number of shares issued (in shares) | shares | 140,624 | ||||||
Net unrealized gain (loss) on derivative securities, related party | $ 1,561,247 | $ (1,152,480) | $ 1,080,034 | $ (1,513,661) | |||
Common Stock [Member] | |||||||
Number of shares issued (in shares) | shares | 413,793 | 182,575 | |||||
Avalanche International Corp. [Member] | Common Stock [Member] | |||||||
Number of shares repurchased (in shares) | shares | 5,000 | 91,000 | |||||
Number of share repurchased, value | $ 1,274 | $ 53,032 | |||||
Closing price of stock | $ / shares | $ 0.26 | $ 0.26 | $ 0.24 | ||||
Number of shares owned | shares | 999,175 | ||||||
Avalanche International Corp. [Member] | 12% New Convertible Promissory Note [Member] | |||||||
Interest income for the discount accretion | 614,856 | 1,892,278 | |||||
Interest income from related party | 268,428 | $ 0 | 732,542 | ||||
Recognized unrealized gain | 488,049 | ||||||
Avalanche International Corp. [Member] | Convertible Promissory Note [Member] | |||||||
Convertible promissory note aggregate principal amount | $ 7,059,322 | 7,059,322 | |||||
Avalanche International Corp. [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member] | |||||||
Unrealized gain (loss) on its investment | 3,284,222 | $ 4,364,256 | |||||
Net unrealized gain (loss) on derivative securities, related party | $ 1,561,247 | 1,152,480 | $ 1,080,034 | 1,513,661 | |||
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 | 0.13 | 0.13 | |||||
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 | 2.98 | 2.98 | |||||
Avalanche International Corp. [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member] | Price Volatility [Member] | Minimum [Member] | |||||||
Measurement input | Number | 68.7 | 68.7 | |||||
Avalanche International Corp. [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member] | Price Volatility [Member] | Maximum [Member] | |||||||
Measurement input | Number | 104.6 | 104.6 | |||||
Alzamend [Member] | Common Stock [Member] | |||||||
Number of shares repurchased (in shares) | shares | 11,325 | 372,625 | |||||
Number of share repurchased, value | $ 9,060 | $ 208,100 | |||||
Closing price of stock | $ / shares | $ 1.50 | $ 1.50 | |||||
Alzamend [Member] | 12% New Convertible Promissory Note [Member] | |||||||
Interest income for the discount accretion | 1,968 | 1,968 | |||||
Interest income from related party | $ 329 | $ 329 | |||||
Interest rate | 8.00% | 8.00% | |||||
Alzamend [Member] | 12% New Convertible Promissory Note [Member] | |||||||
Recognized unrealized gain | $ 358,765 | ||||||
Alzamend [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member] | |||||||
Unrealized gain (loss) on its investment | $ 111 | ||||||
Description of market capitalizations | Based on historical stock prices for similar companies with market capitalizations under $100 million. | ||||||
Alzamend [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member] | Risk Free Interest Rate [Member] | |||||||
Measurement input | Number | 0.28 | 0.28 | |||||
Alzamend [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member] | Price Volatility [Member] | |||||||
Measurement input | Number | 103.7 | 103.7 | |||||
Alzamend [Member] | |||||||
Debt instrument maturity terms | 5 years | ||||||
Alzamend [Member] | DPW Holdings [Member] | |||||||
Convertible promissory note aggregate principal amount | $ 50,000 | $ 50,000 | |||||
Conversion price (in dollars per share) | $ / shares | $ 3 | $ 3 | |||||
Interest rate | 8.00% | 8.00% | |||||
Number of warrants purchased | shares | 16,667 | 16,667 | |||||
Avalanche International Corp. [Member] | |||||||
Debt instrument maturity terms | 5 years | ||||||
Number of warrants purchased | shares | 20,306,921 | 20,306,921 | |||||
Avalanche International Corp. [Member] | DPW Holdings [Member] | |||||||
Convertible promissory note aggregate principal amount | $ 10,153,661 | $ 10,153,661 | |||||
Conversion price (in dollars per share) | $ / shares | $ 0.50 | $ 0.50 | |||||
Interest rate | 12.00% | 12.00% | |||||
Number of warrants purchased | shares | 20,306,921 | 20,306,921 | |||||
Ownership percentage | 18.00% | 18.00% |
INVESTMENTS IN LIMITED PARTNE_2
INVESTMENTS IN LIMITED PARTNERSHIP (Details Narrative) | Sep. 30, 2020USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Real estate investment | $ 1,869,000 |
OTHER INVESTMENTS, RELATED PA_2
OTHER INVESTMENTS, RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 05, 2017 | |
Payments to acquire property | $ 364,346 | $ 55,717 | $ 554,462 | $ 137,263 | ||||
Amortization expense | 2,379,196 | 3,034,454 | ||||||
Unamortized balance | 210,000 | 210,000 | $ 232,500 | |||||
Tenancy In Common Agreement [Member] | ||||||||
Amortization of property | $ 300,000 | |||||||
Amortization expense | 7,500 | $ 7,500 | 22,500 | $ 22,500 | ||||
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 | $ 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% |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Issuances Outside Of Plans [Member] | |
Exercise Price, lower limit | $ 1.79 |
Options Outstanding | shares | 850,000 |
Weighted Average Remaining Contractual Life (Years) | 9 years 11 months 19 days |
Weighted Average Exercise Price, Outstanding | $ 1.79 |
Options, Exercisable | shares | 0 |
Weighted Average Exercise Price, Exercisable | $ 0 |
Total Options [Memberer] | |
Exercise Price, lower limit | 480 |
Exercise Price, upper limit | $ 1,856 |
Options Outstanding | shares | 850,950 |
Weighted Average Remaining Contractual Life (Years) | 9 years 11 months 16 days |
Weighted Average Exercise Price, Outstanding | $ 2.42 |
Options, Exercisable | shares | 597 |
Weighted Average Exercise Price, Exercisable | $ 575.23 |
Exercise Price Range $480 - $560 [Member] | |
Exercise Price, lower limit | 480 |
Exercise Price, upper limit | $ 560 |
Options Outstanding | shares | 919 |
Weighted Average Remaining Contractual Life (Years) | 5 years 2 months 8 days |
Weighted Average Exercise Price, Outstanding | $ 537.96 |
Options, Exercisable | shares | 566 |
Weighted Average Exercise Price, Exercisable | $ 533.08 |
Exercise Price Range $1,208 - $1,352 [Member] | |
Exercise Price, lower limit | 1,208 |
Exercise Price, upper limit | $ 1,352 |
Options Outstanding | shares | 31 |
Weighted Average Remaining Contractual Life (Years) | 2 years 10 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 - $1,352 [Member] | |
Exercise Price, lower limit | 480 |
Exercise Price, upper limit | $ 1,352 |
Options Outstanding | shares | 950 |
Weighted Average Remaining Contractual Life (Years) | 5 years 1 month 10 days |
Weighted Average Exercise Price, Outstanding | $ 564.32 |
Options, Exercisable | shares | 597 |
Weighted Average Exercise Price, Exercisable | $ 575.23 |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total stock-based compensation | $ 202,975 | $ 361,779 | $ 272,466 | $ 1,354,062 |
Stock Based Compensation From Issuances Outside Plans [Member] | ||||
Total stock-based compensation | 155,490 | 822,683 | ||
Stock Based Compensation From Plans [Member] | ||||
Total stock-based compensation | $ 202,975 | $ 206,289 | $ 272,466 | $ 531,379 |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details 2) | 9 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Shares Available for Grant | |
Beginning balance | 103,105 |
Restricted stock awards | (96,875) |
Forfeited | 438 |
Ending balance | 6,668 |
Number of Shares | |
Beginning balance | 1,388 |
Restricted stock awards | |
Forfeited | (438) |
Ending balance | 950 |
Weighted Average Exercise Price | |
Beginning balance | $ / shares | $ 636.47 |
Forfeited | $ / shares | 793.14 |
Ending balance | $ / shares | $ 564.32 |
Weighted Average Remaining Contractual Life | |
Beginning balance | 6 years 3 months 29 days |
Ending balance | 5 years 1 month 10 days |
Aggregate Intrinsic Value | |
Beginning balance | $ | $ 0 |
Ending balance | $ | $ 0 |
STOCK-BASED COMPENSATION (Det_4
STOCK-BASED COMPENSATION (Details 3) | 9 Months Ended |
Sep. 30, 2020$ / shares | |
Share-based Payment Arrangement | |
Weighted average risk-free interest rate | 0.28% |
Weighted average life (in years) | 5 years 8 months 12 days |
Volatility, minimum | 100.30% |
Volatility, maximum | 100.50% |
Expected dividend yield | 0.00% |
Weighted average grant-date fair value per share of options granted | $ 1.38 |
STOCK-BASED COMPENSATION (Det_5
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | Jul. 19, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jun. 30, 2019 |
Aggregate intrinsic value | $ 187,000 | $ 187,000 | $ 0 | ||||
Share-based compensation expense | 202,975 | $ 361,779 | 272,466 | $ 1,354,062 | |||
Compensation cost not yet recognized | $ 147,418 | $ 147,418 | |||||
Weighted average period for recognition | 1 year 9 months 22 days | ||||||
Common Stock [Member] | |||||||
Share price (in dollars per share) | $ 1.78 | $ 1.78 | $ 1.07 | ||||
Employee [Member] | |||||||
Vesting period | 4 years | ||||||
2012 Stock Option Plan [Member] | |||||||
Number of shares authorized | 184,216 | 184,216 | |||||
Number of shares available for grant | 6,668 | 6,668 | |||||
2018 Amendment Stock Option Plan [Member] | |||||||
Number of shares issued | 175,000 | ||||||
2017 Stock Incentive Plan [Member] | Minimum [Member] | |||||||
Expiration period | 5 years | ||||||
2017 Stock Incentive Plan [Member] | Maximum [Member] | |||||||
Expiration period | 10 years | ||||||
2017 Stock Incentive Plan [Member] | Consultants and Service Providers [Member] | Common Stock [Member] | |||||||
Weighted average grant date fair value | $ 182,575 | $ 338,619 | |||||
Number of shares issued | 102,500 | 29,375 |
WARRANTS (Details)
WARRANTS (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Exercse Price | $ 1.39 |
Number outstanding | shares | 6,500 |
Exercise Price $0.00 [Member] | |
Exercse Price | |
Number outstanding | shares | 6,500 |
Weighted average remaining contractual life (years) | 3 years 6 months |
Weighted Average Exercise Price | |
Number Exercisable | shares | 6,500 |
Weighted Average Exercise Price | |
Exercise Price $ 0.88 [Member] | |
Exercse Price | $ 0.88 |
Number outstanding | shares | 281,250 |
Weighted average remaining contractual life (years) | 4 years 6 months 7 days |
Weighted Average Exercise Price | $ 0.88 |
Number Exercisable | shares | 281,250 |
Weighted Average Exercise Price | $ 0.88 |
Exercise Price $1.07 [Member] | |
Exercse Price | $ 1.07 |
Number outstanding | shares | 400,000 |
Weighted average remaining contractual life (years) | 4 years 7 months 28 days |
Weighted Average Exercise Price | $ 1.07 |
Number Exercisable | shares | 400,000 |
Weighted Average Exercise Price | $ 1.07 |
Exercise Price $1.14 [Member] | |
Exercse Price | $ 1.14 |
Number outstanding | shares | 144,928 |
Weighted average remaining contractual life (years) | 4 years 5 months 8 days |
Weighted Average Exercise Price | $ 1.14 |
Number Exercisable | shares | 144,928 |
Weighted Average Exercise Price | $ 1.14 |
Exercise Price $1.16 [Member] | |
Exercse Price | $ 1.16 |
Number outstanding | shares | 95,238 |
Weighted average remaining contractual life (years) | 4 years 7 months 24 days |
Weighted Average Exercise Price | $ 1.16 |
Number Exercisable | shares | 95,238 |
Weighted Average Exercise Price | $ 1.16 |
Exercise Price $1.17 [Member] | |
Exercse Price | $ 1.17 |
Number outstanding | shares | 157,143 |
Weighted average remaining contractual life (years) | 4 years 6 months 11 days |
Weighted Average Exercise Price | $ 1.17 |
Number Exercisable | shares | 157,143 |
Weighted Average Exercise Price | $ 1.17 |
Exercise Price $1.19 [Member] | |
Exercse Price | $ 1.19 |
Number outstanding | shares | 277,778 |
Weighted average remaining contractual life (years) | 4 years 4 months 28 days |
Weighted Average Exercise Price | $ 1.19 |
Number Exercisable | shares | 277,778 |
Weighted Average Exercise Price | $ 1.19 |
Exercise Price $1.21 [Member] | |
Exercse Price | $ 1.21 |
Number outstanding | shares | 90,909 |
Weighted average remaining contractual life (years) | 4 years 6 months 22 days |
Weighted Average Exercise Price | $ 1.21 |
Number Exercisable | shares | 90,909 |
Weighted Average Exercise Price | $ 1.21 |
Exercise Price $1.43 [Member] | |
Exercse Price | $ 1.43 |
Number outstanding | shares | 1,700,361 |
Weighted average remaining contractual life (years) | 4 years 4 months 10 days |
Weighted Average Exercise Price | $ 1.43 |
Number Exercisable | shares | 1,700,361 |
Weighted Average Exercise Price | $ 1.43 |
Exercise Price $2.43 [Member] | |
Exercse Price | $ 2.43 |
Number outstanding | shares | 361,991 |
Weighted average remaining contractual life (years) | 1 year 1 month 28 days |
Weighted Average Exercise Price | $ 2.43 |
Number Exercisable | shares | 361,991 |
Weighted Average Exercise Price | $ 2.43 |
Exercise Price $8.00 [Member] | |
Exercse Price | $ 8 |
Number outstanding | shares | 397 |
Weighted average remaining contractual life (years) | 1 year 1 month 2 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) | 3 years 9 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) | 3 years 7 months 10 days |
Weighted Average Exercise Price | $ 12 |
Number Exercisable | shares | 12,500 |
Weighted Average Exercise Price | $ 12 |
Exercise Price $19.80 [Member] | |
Exercse Price | $ 19.80 |
Number outstanding | shares | 15,555 |
Weighted average remaining contractual life (years) | 3 years 6 months |
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 1 month 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) | 2 years 6 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 1 month 2 days |
Weighted Average Exercise Price | $ 528 |
Number Exercisable | shares | 186 |
Weighted Average Exercise Price | $ 528 |
Exercise Price $560.00 [Member] | |
Exercse Price | $ 560 |
Number outstanding | shares | 2,657 |
Weighted average remaining contractual life (years) | 2 years 1 month 13 days |
Weighted Average Exercise Price | $ 560 |
Number Exercisable | shares | 2,657 |
Weighted Average Exercise Price | $ 560 |
Exercise Price $600 [Member] | |
Exercse Price | $ 600 |
Number outstanding | shares | 170 |
Weighted average remaining contractual life (years) | 1 year 7 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) | 1 year 7 months 25 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) | 2 years 7 months 13 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 2 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) | 11 months 1 day |
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) | 2 years 5 months 26 days |
Weighted Average Exercise Price | $ 920 |
Number Exercisable | shares | 2,126 |
Weighted Average Exercise Price | $ 920 |
Exercise Price $1,040.00 [Member] | |
Exercse Price | $ 1,040 |
Number outstanding | shares | 1,243 |
Weighted average remaining contractual life (years) | 2 years 6 months 14 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) | 2 years 3 months 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) | 2 years 3 months 25 days |
Weighted Average Exercise Price | $ 1,800 |
Number Exercisable | shares | 140 |
Weighted Average Exercise Price | $ 1,800 |
Exercise Price $2,000.00 [Member] | |
Exercse Price | $ 2,000 |
Number outstanding | shares | 203 |
Weighted average remaining contractual life (years) | 2 years 3 months 25 days |
Weighted Average Exercise Price | $ 2,000 |
Number Exercisable | shares | 203 |
Weighted Average Exercise Price | $ 2,000 |
Exercise Price $0.88 - $2,000.00 [Member] | |
Number outstanding | shares | 3,588,616 |
Weighted average remaining contractual life (years) | 4 years 1 month 2 days |
Weighted Average Exercise Price | $ 5.91 |
Number Exercisable | shares | 3,588,616 |
Weighted Average Exercise Price | $ 5.91 |
Exercise Price $0.88 - $2,000.00 [Member] | Maximum [Member] | |
Exercse Price | 2,000 |
Exercise Price $0.88 - $2,000.00 [Member] | Minimum [Member] | |
Exercse Price | $ 0.88 |
WARRANTS (Details 1)
WARRANTS (Details 1) - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Weighted average risk-free interest rate | 0.28% | |
Weighted average life (in years) | 5 years 8 months 12 days | |
Expected dividend yield | 0.00% | |
Warrant [Member] | ||
Weighted average life (in years) | 5 years | |
Expected dividend yield | 0.00% | 0.00% |
Weighted average grant-date fair value per share of warrants granted (in dollars per share) | $ 1.39 | $ 10.34 |
Warrant [Member] | Minimum [Member] | ||
Weighted average risk-free interest rate | 0.17% | 1.75% |
Weighted average life (in years) | 1 year 5 months 1 day | |
Volatility | 86.30% | 85.50% |
Warrant [Member] | Maximum [Member] | ||
Weighted average risk-free interest rate | 1.38% | 2.28% |
Weighted average life (in years) | 5 years | |
Volatility | 103.10% | 87.50% |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2020 | Jun. 26, 2020 | May 28, 2020 | Apr. 14, 2020 | Feb. 20, 2020 | |
Number of warrants issued | 3,509,598 | ||||
Warrant exercise price (in dollars per share) | $ 1.39 | ||||
Warrant [Member] | Convertible Promissory Note [Member] | |||||
Warrant exercise price (in dollars per share) | $ 1.08 | $ 2.43 | $ 1.07 | $ 1.17 | $ 1.43 |
Number of common stock issued | 890,103 | 361,991 | 400,000 | 157,143 | 1,700,361 |
Principal amount | $ 875,000 | $ 800,000 | $ 200,000 | $ 10,000 | |
Original issue discount percentage | 12.00% |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Other Current Liabilities | ||
Accrued payroll and payroll taxes | $ 1,594,038 | $ 1,237,054 |
Warrant liability | 3,561,067 | 9,364 |
Warranty liability | 86,070 | 80,412 |
Other accrued expenses | 260,848 | 218,380 |
Total | $ 5,502,023 | $ 1,545,210 |
LEASES (Details)
LEASES (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating right-of-use assets | $ 4,130,760 | |
Operating lease liability - current | 514,910 | $ 484,819 |
Operating lease liability - non-current | $ 3,683,355 | $ 3,726,493 |
LEASES (Details 1)
LEASES (Details 1) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 695,456 |
Short-term lease cost | |
Variable lease cost | $ 106,927 |
LEASES (Details 2)
LEASES (Details 2) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 762,356 |
Right-of-use assets obtained in exchange for new operating lease liabilities | |
Weighted-average remaining lease term - operating leases | 7 years 4 months 24 days |
Weighted-average discount rate - operating leases | 10.00% |
LEASES (Details 3)
LEASES (Details 3) | Sep. 30, 2020USD ($) |
Payments due by period | |
2020 (remainder) | $ 247,790 |
2021 | 880,914 |
2022 | 872,599 |
2023 | 895,200 |
2024 | 857,368 |
Thereafter | 2,233,700 |
Total lease payments | 5,987,571 |
Less interest | (1,789,306) |
Present value of lease liabilities | $ 4,198,265 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 9 Months Ended |
Sep. 30, 2020 | |
Office Space And Restaurant [Member] | |
Lease options to terminate | Within 1 year. |
Office Space And Restaurant [Member] | Minimum [Member] | |
Lease terms | 1 month |
Office Space And Restaurant [Member] | Maximum [Member] | |
Lease terms | 10 years 9 months 18 days |
Commercial Properties [Member] | |
Discount rate | 10.00% |
ADVANCES ON FUTURE RECEIPTS (De
ADVANCES ON FUTURE RECEIPTS (Details Narrative) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Purchase and Sale Agreement [Member] | Philou Ventures, LLC [Member] | Chief Executive Officer [Member] | |
Repayment of future receipts | $ 762,076 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Total notes payable | $ 12,166,645 | $ 6,652,655 |
Less: Unamortized debt discounts | (1,980,685) | (29,348) |
Less: Unamortized financing cost | (3,668) | |
Total notes payable, net of financing cost | 10,185,960 | 6,619,639 |
Less: current portion | (9,833,928) | (6,137,015) |
Notes payable - long-term portion | 352,032 | 482,624 |
Other Short Term Notes Payable [Member] | ||
Total notes payable | 1,182,401 | 1,050,339 |
Esousa Purchased Notes [Member] | ||
Total notes payable | 431,668 | 2,828,323 |
June '20 Short-Term Promissory Note [Member] | ||
Total notes payable | 800,000 | |
Note Payable To Dept. Of Economic And Community Development [Member] | ||
Total notes payable | 204,813 | 229,096 |
Short Term Bank Credit [Member] | ||
Total notes payable | 1,423,724 | 1,622,337 |
Paycheck Protection Program Loans [Member] | ||
Total notes payable | 1,162,302 | |
SBA Economic Injury Disaster Loan [Member] | ||
Total notes payable | 150,000 | |
Esousa Additional Purchased Notes [Member] | ||
Total notes payable | 1,772,700 | 632,000 |
Esousa Short-Term Promissory Notes [Member] | ||
Total notes payable | 4,850,000 | |
Notes Payable To Wells Fargo [Member] | ||
Total notes payable | $ 189,037 | $ 290,560 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | Aug. 20, 2020USD ($)shares | May 27, 2020USD ($) | Feb. 10, 2020USD ($)$ / sharesshares | Jun. 26, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Sep. 30, 2020USD ($)Number$ / sharesshares | Sep. 30, 2019USD ($) | Jun. 30, 2020shares | Sep. 30, 2020USD ($)Number$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | May 28, 2020USD ($) | Apr. 30, 2020USD ($) | Jun. 30, 2019USD ($)$ / shares |
Number of shares issued (in shares) | shares | 140,624 | |||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 1.39 | $ 1.39 | ||||||||||||
Loss on extinguishment | $ (12,823,039) | $ (155,448) | $ (13,297,793) | $ (963,232) | ||||||||||
Coronavirus Aid Relief And Economic Security Act [Member] | ||||||||||||||
Relief fund amount | $ 2,000,000,000,000 | |||||||||||||
Warrant [Member] | ||||||||||||||
Loss on extinguishment | $ 2,713,874 | |||||||||||||
Warrant [Member] | Risk Free Interest Rate [Member] | ||||||||||||||
Measurement input | Number | 0.17 | 0.17 | ||||||||||||
Warrant [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | ||||||||||||||
Measurement input | Number | 0.23 | 0.23 | ||||||||||||
Warrant [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | ||||||||||||||
Measurement input | Number | 1.38 | 1.38 | ||||||||||||
Warrant [Member] | Volatility Rate [Member] | ||||||||||||||
Measurement input | Number | 104.56 | 104.56 | ||||||||||||
Warrant [Member] | Volatility Rate [Member] | Minimum [Member] | ||||||||||||||
Measurement input | Number | 86.31 | 86.31 | ||||||||||||
Warrant [Member] | Volatility Rate [Member] | Maximum [Member] | ||||||||||||||
Measurement input | Number | 100.82 | 100.82 | ||||||||||||
Stock Option [Member] | ||||||||||||||
Warrant issued | shares | 1,700,360 | 1,700,360 | ||||||||||||
Common Stock [Member] | ||||||||||||||
Principal amount | $ 600,000 | $ 3,977,427 | $ 3,977,427 | $ 400,000 | ||||||||||
Number of shares issued (in shares) | shares | 413,793 | 182,575 | ||||||||||||
Share price (in dollars per share) | $ / shares | $ 1.78 | $ 1.78 | $ 1.07 | |||||||||||
Master Exchange Agreement [Member] | Common Stock [Member] | ||||||||||||||
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. | |||||||||||||
Number of shares issued (in shares) | shares | 1,832,597 | |||||||||||||
Excercise price (in dollar per shares) | $ / shares | $ 1.43 | |||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 1 | |||||||||||||
Dominion Short Term Promissory Note [Member] | Master Exchange Agreement [Member] | ||||||||||||||
Warrant issued | shares | 132,236 | 132,236 | ||||||||||||
Number of option deemed | $ 1,700,360 | |||||||||||||
12% Short-Term Promissory Notes [Member] | ||||||||||||||
Principal amount | $ 235,796 | |||||||||||||
12% Short-Term Promissory Notes [Member] | Warrant [Member] | ||||||||||||||
Warrant issued | shares | 354,426 | 354,426 | ||||||||||||
Principal And Interest Payments [Member] | ||||||||||||||
Principal amount | $ 150,000 | |||||||||||||
Interest rate | 3.75% | |||||||||||||
Principal and interest payments | $ 731 | |||||||||||||
Esousa Holdings LLC [Member] | Unsecured Short Term Promissory Notes [Member] | ||||||||||||||
Principal amount | $ 2,850,000 | $ 2,850,000 | ||||||||||||
Excercise price (in dollar per shares) | $ / shares | $ 2.71 | $ 2.71 | ||||||||||||
Warrant issued | shares | 1,154,927 | 1,154,927 | ||||||||||||
Warrant tem | 1 year 6 months | 1 year 6 months | ||||||||||||
Description of interest rate | Unsecured short-term promissory notes with interest rates of 13% and 14%. | |||||||||||||
Maturity date | Sep. 30, 2020 | |||||||||||||
Debt original issuance discount | $ 2,727,085 | |||||||||||||
Non-cash interest expense | 1,190,706 | |||||||||||||
Esousa Holdings LLC [Member] | Dominion Short Term Promissory Note [Member] | Master Exchange Agreement [Member] | ||||||||||||||
Principal amount | $ 4,163,481 | |||||||||||||
Additional principal amount | $ 2,240,015 | 2,240,015 | $ 2,240,015 | |||||||||||
Description of agreement | The Exchange Agreement provides for two pricing periods, the first of which commenced after the date on which the Creditor received the Exchange Shares pursuant to the Initial Exchange and ended on the date that was 90 days after receipt thereof, 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 receipt thereof, in either case, unless earlier terminated by the Creditor by written notice. | |||||||||||||
Esousa Holdings LLC [Member] | 12% Short-Term Promissory Notes [Member] | ||||||||||||||
Principal amount | $ 2,000,000 | $ 2,000,000 | ||||||||||||
Excercise price (in dollar per shares) | $ / shares | $ 1.08 | $ 1.08 | ||||||||||||
Warrant tem | 5 years | 5 years | ||||||||||||
Interest rate | 12.00% | 12.00% | ||||||||||||
Esousa Holdings LLC [Member] | 12% Short-Term Promissory Notes [Member] | Common Stock [Member] | ||||||||||||||
Number of shares issued (in shares) | shares | 890,103 | |||||||||||||
Short term note term | The Esousa 12% short-term promissory notes have a term of three months. | |||||||||||||
Investor [Member] | Common Stock [Member] | ||||||||||||||
Number of shares issued (in shares) | shares | 5,771,580 | |||||||||||||
Value of shares issued | $ 2,396,655 | $ 1,536,064 | ||||||||||||
Loss on extinguishment | $ 10,548,535 | |||||||||||||
June '20 Short-Term Promissory Note [Member] | ||||||||||||||
Principal amount | $ 800,000 | |||||||||||||
Excercise price (in dollar per shares) | $ / shares | $ 2.43 | |||||||||||||
Warrant issued | shares | 361,991 | |||||||||||||
Warrant tem | 17 months | |||||||||||||
Interest rate | 12.00% | |||||||||||||
Short term note term | P0Y3M | |||||||||||||
12% Short-Term Promissory Notes [Member] | Esousa Holdings LLC [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | ||||||||||||||
Measurement input | Number | 0.34 | 0.34 | ||||||||||||
12% Short-Term Promissory Notes [Member] | Esousa Holdings LLC [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | ||||||||||||||
Measurement input | Number | 1.11 | 1.11 | ||||||||||||
12% Short-Term Promissory Notes [Member] | Esousa Holdings LLC [Member] | Volatility Rate [Member] | Minimum [Member] | ||||||||||||||
Measurement input | Number | 86.31 | 86.31 | ||||||||||||
12% Short-Term Promissory Notes [Member] | Esousa Holdings LLC [Member] | Volatility Rate [Member] | Maximum [Member] | ||||||||||||||
Measurement input | Number | 94.51 | 94.51 | ||||||||||||
Paycheck Protection Program Loan [Member] | ||||||||||||||
Principal amount | $ 715,101 | |||||||||||||
Paycheck Protection Program Loan [Member] | Microphase Corporation [Member] | ||||||||||||||
Principal amount | $ 467,333 |
NOTES PAYABLE - RELATED PARTI_3
NOTES PAYABLE - RELATED PARTIES (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Notes Payable - Related Parties [Abstract] | ||
Notes payable, related parties | $ 263,169 | $ 284,317 |
Less: current portion | (211,253) | (169,153) |
Notes payable, related parties - long-term portion | $ 51,916 | $ 115,164 |
NOTES PAYABLE - RELATED PARTI_4
NOTES PAYABLE - RELATED PARTIES (Details Narrative) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Notes payable from related parties | $ 211,253 | $ 169,153 |
Microphase Corporation [Member] | ||
Notes payable from related parties | 38,569 | |
Notes payable outstanding | $ 301,738 | |
Former Officer And Employee [Member] | Notes Payable, Other Payables [Member] | Minimum [Member] | Microphase Corporation [Member] | ||
Interest rate on debt | 3.00% | |
Former Officer And Employee [Member] | Notes Payable, Other Payables [Member] | Maximum [Member] | Microphase Corporation [Member] | ||
Interest rate on debt | 6.00% |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Total convertible notes payable | $ 1,090,000 | $ 2,760,990 |
Unamortized debt discounts | (332,162) | (355,227) |
Total convertible notes payable, net of financing cost | 757,838 | 2,405,763 |
Less: current portion | (392,044) | (2,100,990) |
Convertible notes payable, net of financing cost - long-term portion | 365,794 | 304,773 |
8% Convertible Promissory Notes [Member] | ||
Total convertible notes payable | 935,772 | |
12% Convertible Promissory Notes [Member] | ||
Total convertible notes payable | 815,218 | |
4% Convertible Promissory Notes [Member] | ||
Total convertible notes payable | 660,000 | 660,000 |
12% November 2019 Convertible Promissory Note [Member] | ||
Total convertible notes payable | 350,000 | |
April 2020 Convertible Promissory Note [Member] | ||
Total convertible notes payable | 100,000 | |
12% August 2020 Convertible Promissory Note [Member] | ||
Total convertible notes payable | $ 330,000 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | Apr. 13, 2020 | Feb. 05, 2020 | Nov. 13, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Nov. 28, 2020 | Aug. 20, 2020 | May 28, 2020 | Apr. 20, 2020 | Feb. 25, 2020 | Nov. 15, 2019 | Sep. 26, 2019 | Jun. 30, 2019 |
Loss on extinguishment | $ (12,823,039) | $ (155,448) | $ (13,297,793) | $ (963,232) | |||||||||||
Remaining outstanding principal and interest | 16,710,803 | $ 4,736,295 | |||||||||||||
Subsequent Event [Member] | |||||||||||||||
Principal amount | $ 200,000 | ||||||||||||||
Proceeds from issuance of common stock | $ 5,375,055 | ||||||||||||||
Percentage of original issue discount | 20.00% | ||||||||||||||
12% Short-Term Promissory Notes [Member] | |||||||||||||||
Principal amount | $ 235,796 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Principal amount | $ 3,977,427 | $ 3,977,427 | $ 600,000 | $ 400,000 | |||||||||||
Number of convertible share issued | 5,323,793 | 344,071 | 7,238,729 | 370,473 | |||||||||||
Proceeds from issuance of common stock | $ 6,824,936 | ||||||||||||||
Additional interest expense | $ 210,049 | ||||||||||||||
Common stock, issued (in shares) | 529,425 | 529,425 | |||||||||||||
Share price (in dollars per share) | $ 1.78 | $ 1.78 | $ 1.07 | ||||||||||||
January 2018 10% Convertible Promissory Note [Member] | Common Stock [Member] | |||||||||||||||
Remaining outstanding principal and interest | $ 952,965 | ||||||||||||||
10% Convertible Promissory Note [Member] | |||||||||||||||
Principal amount | $ 100,000 | ||||||||||||||
Interest rate on debt | 50.00% | ||||||||||||||
Warrant tem | 5 years | ||||||||||||||
Description of volume weighted average price | The amount of the adjustment shall be determined by dividing (x) the aggregate amount of principal and interest converted 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) $0.35 per share. | ||||||||||||||
10% Convertible Promissory Note [Member] | Exchange Dividend Rate [Member] | |||||||||||||||
Share price (in dollars per share) | $ 1.17 | ||||||||||||||
Dividend unpaid | $ 1.35 | ||||||||||||||
Securities Purchase Agreement [Member] | 12% Convertible Promissory Notes [Member] | |||||||||||||||
Principal amount | $ 815,218 | ||||||||||||||
Interest rate on debt | 12.00% | ||||||||||||||
Institutional Investor [Member] | Common Stock [Member] | |||||||||||||||
Loss on extinguishment | 20,345 | ||||||||||||||
Institutional Investor [Member] | Convertible Promissory Note [Member] | Common Stock [Member] | |||||||||||||||
Principal amount | $ 295,000 | ||||||||||||||
Common stock, issued (in shares) | 203,448 | ||||||||||||||
Institutional Investor [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||
Principal amount | $ 585,919 | ||||||||||||||
Amount of converted debt | $ 295,000 | ||||||||||||||
Conversion price (in dollars per share) | $ 1.45 | ||||||||||||||
Percentage of net proceeds | 12.00% | ||||||||||||||
Lender [Member] | Securities Purchase Agreement [Member] | 8% Convertible Promissory Notes [Member] | |||||||||||||||
Principal amount | $ 935,772 | ||||||||||||||
Interest rate on debt | 8.00% | ||||||||||||||
Conversion price (in dollars per share) | $ 1.80 | ||||||||||||||
Volume Weighted Average Price [Member] | |||||||||||||||
Interest rate on debt | 75.00% | ||||||||||||||
Share price (in dollars per share) | $ 0.35 | ||||||||||||||
Esousa Holdings LLC [Member] | 12% Promissory Note [Member] | Institutional Investor [Member] | |||||||||||||||
Principal amount | $ 585,919 | $ 585,919 |
CONVERTIBLE NOTE PAYABLE - RE_2
CONVERTIBLE NOTE PAYABLE - RELATED PARTY (Details Narrative) - USD ($) | Aug. 20, 2020 | Feb. 05, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2019 |
Issued of shares | 140,624 | ||||
Common Stock [Member] | |||||
Principal amount | $ 600,000 | $ 3,977,427 | $ 400,000 | ||
Issued of shares | 413,793 | 182,575 | |||
8% Convertible Promissory Note [Member] | |||||
Principal amount | $ 1,000,000 | ||||
Interest rate | 8.00% | ||||
Maturity date | Aug. 5, 2020 | ||||
8% Convertible Promissory Note [Member] | Common Stock [Member] | |||||
Conversion price (in dollars per share) | $ 1.45 | ||||
Intrinsic value | $ 68,966 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Nov. 28, 2018 | Sep. 30, 2020 | Dec. 31, 2019 |
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 | ||
Non-Trade Creditors [Member] | |||
Damages amount | $ 4,100,000 | ||
Damages sought value | 4,200,000 | ||
Non-Trade Creditors [Member] | Settlement Agreement [Member] | |||
Settlement amount | $ 70,000 | ||
Two Trade Creditors [Member] | Trade Liabilities [Member] | |||
Settlement amount | 400,000 | ||
Maximum loss exposure | $ 200,000 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Aug. 20, 2020 | Mar. 04, 2020 | Jan. 15, 2020 | Dec. 22, 2019 | Dec. 23, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Feb. 05, 2020 | Dec. 31, 2019 | Jun. 30, 2019 |
Preferred stock, authorized | 25,000,000 | |||||||||
Preferred stock, par value (in dollars per sahre) | $ 0.001 | |||||||||
Preferred stock outstanding | 23,497,500 | |||||||||
Number of shares issued (in shares) | 140,624 | |||||||||
Shares of its common stock in satisfaction of accrued liabilities | $ 155,547 | |||||||||
Ault & Company [Member] | Convertible Promissory Note [Member] | ||||||||||
Principal amount | $ 1,000,000 | |||||||||
Number of shares issued upon debt conversion | 413,793 | |||||||||
Value of shares issued upon debt conversion | $ 600,000 | |||||||||
Securities Purchase Agreement [Member] | Ault & Company [Member] | ||||||||||
Number of shares issued (in shares) | 660,667 | |||||||||
Common Stock [Member] | ||||||||||
Number of shares issued for services | $ 102,500 | |||||||||
Number of shares issued (in shares) | 413,793 | 182,575 | ||||||||
Share price (in dollars per share) | $ 1.78 | $ 1.07 | ||||||||
Principal amount | $ 600,000 | $ 3,977,427 | $ 400,000 | |||||||
Accrued interest | 1,584,841 | |||||||||
Gross proceeds from common stock | 6,824,936 | |||||||||
Loss on extinguishment | $ 10,548,535 | |||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | Dominion Short Term Promissory Note [Member] | ||||||||||
Number of shares issued (in shares) | 12,500 | |||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | Ault & Company [Member] | ||||||||||
Number of shares issued (in shares) | 666,945 | 660,667 | ||||||||
Share price (in dollars per share) | $ 1.12 | |||||||||
Purchase price | $ 739,948 | |||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | ||||||||
Preferred stock, par value (in dollars per sahre) | $ 0.001 | $ 0.001 | ||||||||
Preferred stock issued | 7,040 | 7,040 | ||||||||
Preferred stock outstanding | 7,040 | 7,040 | ||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, authorized | 500,000 | 500,000 | ||||||||
Preferred stock, par value (in dollars per sahre) | $ 0.001 | $ 0.001 | ||||||||
Preferred stock issued | 125,000 | 125,000 | ||||||||
Preferred stock outstanding | 125,000 | 125,000 | ||||||||
Series C Preferred Stock [Member] | ||||||||||
Convertible preferred stock, authorized | 2,500 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Aug. 20, 2020 | Jan. 15, 2020 | Dec. 22, 2019 | Apr. 12, 2019 | Mar. 31, 2017 | Mar. 09, 2017 | Dec. 23, 2019 | Sep. 30, 2019 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Feb. 05, 2020 | Jun. 30, 2019 | Aug. 21, 2017 |
Number of shares issued (in shares) | 140,624 | ||||||||||||||
Short-term loans | $ 570,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Principal amount | $ 600,000 | $ 3,977,427 | $ 400,000 | ||||||||||||
Number of shares issued (in shares) | 413,793 | 182,575 | |||||||||||||
Fair value of common stock | $ 1.78 | $ 1.07 | |||||||||||||
Multiplex Laser Surface Enhancement [Member] | |||||||||||||||
Proceeds from sale of shares | $ 2,676,219 | ||||||||||||||
AVLP [Member] | |||||||||||||||
Number of shares issued (in shares) | 5,000 | 91,000 | |||||||||||||
Number of shares acquired | 372,625 | ||||||||||||||
Value of shares acquired | $ 208,100 | ||||||||||||||
Fair value of common stock | $ 1.50 | ||||||||||||||
Amount of shares issued | $ 1,274 | $ 53,032 | |||||||||||||
Unrealized gain | 488,049 | ||||||||||||||
AVLP [Member] | Common Stock [Member] | |||||||||||||||
Unrealized gain | $ 358,765 | ||||||||||||||
Avalanche International Corp. [Member] | |||||||||||||||
Number of warrants purchased | 20,306,921 | ||||||||||||||
MTIX Limited [Member] | |||||||||||||||
Proceeds from sale of shares | $ 1,238,856 | ||||||||||||||
MTIX Limited [Member] | Multiplex Laser Surface Enhancement [Member] | |||||||||||||||
Purchase order | $ 50,000,000 | ||||||||||||||
Alzamend Neuro, Inc. [Member] | |||||||||||||||
Number of shares acquired | 11,325 | ||||||||||||||
Value of shares acquired | $ 9,060 | ||||||||||||||
Alzamend Neuro, Inc. [Member] | 8% Convertible Promissory Note [Member] | |||||||||||||||
Interest income for discount accretion | $ 1,968 | $ 329 | |||||||||||||
Alzamend Neuro, Inc. [Member] | 8% Convertible Promissory Note [Member] | Warrant [Member] | |||||||||||||||
Unrealized gain | $ 111 | ||||||||||||||
Number of warrants purchased | 16,667 | ||||||||||||||
Exercise price | $ 3 | ||||||||||||||
Warrant tem | 5 years | ||||||||||||||
Ault & Company [Member] | |||||||||||||||
Short-term loans | $ 422,758 | ||||||||||||||
Ault & Company [Member] | Convertible Promissory Note [Member] | |||||||||||||||
Principal amount | $ 1,000,000 | ||||||||||||||
Interest rate on debt | 8.00% | ||||||||||||||
Number of shares issued upon debt conversion | 413,793 | ||||||||||||||
Value of shares issued upon debt conversion | $ 600,000 | ||||||||||||||
Ault & Company [Member] | Short-Term Promissory Note [Member] | |||||||||||||||
Principal amount | 2,900,000 | ||||||||||||||
Ault & Company [Member] | 12% Short-Term Promissory Note Due on January 2020 [Member] | Milton C. [Member] | |||||||||||||||
Principal amount | $ 235,796 | ||||||||||||||
Philou [Member] | Manager [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||||||
Number of shares issued (in shares) | 125,000 | ||||||||||||||
Loan And Security Agreement [Member] | AVLP [Member] | |||||||||||||||
Maximum amount of non-revolving credit facility | $ 10,000,000 | ||||||||||||||
Contractual interest receivable | $ 2,025,475 | ||||||||||||||
Provision for losses | 5,159,910 | ||||||||||||||
Loan And Security Agreement [Member] | AVLP [Member] | Convertible Promissory Note [Member] | |||||||||||||||
Principal amount | $ 10,153,661 | ||||||||||||||
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 | ||||||||||||||
Securities Purchase Agreement [Member] | Ault & Company [Member] | Common Stock [Member] | |||||||||||||||
Number of shares issued (in shares) | 666,945 | 660,667 | |||||||||||||
Fair value of common stock | $ 1.12 | ||||||||||||||
Preferred Stock Purchase Agreement [Member] | Philou [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||||||
Description of stock purchase agreement term | 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. |
SEGMENT, CUSTOMERS AND GEOGRA_3
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Revenue | $ 5,705,100 | $ 4,968,440 | $ 16,709,118 | $ 15,061,289 | |
Revenue, cryptocurrency mining | 307,172 | 592,092 | |||
Revenue, lending activities | (29,536) | 69,217 | (27,140) | 443,927 | |
Total revenues | 5,675,564 | 5,344,829 | 16,681,978 | 16,097,308 | |
Depreciation and amortization expense | 349,728 | 898,291 | 607,960 | 2,793,600 | |
Loss from operations | (1,624,708) | (7,685,889) | (5,324,112) | (15,760,341) | |
Capital expenditures for segment assets | 364,346 | 55,717 | 554,462 | 137,263 | |
Identifiable assets | 43,644,812 | 50,503,348 | 43,644,812 | 50,503,348 | $ 42,750,408 |
Operating Segments [Member] | GWW [Member] | |||||
Revenue | 4,329,295 | 3,355,897 | 12,905,877 | 10,754,949 | |
Revenue, cryptocurrency mining | |||||
Revenue, lending activities | |||||
Total revenues | 4,329,295 | 3,355,897 | 12,905,877 | 10,754,949 | |
Depreciation and amortization expense | 328,302 | 151,257 | 478,316 | 553,642 | |
Loss from operations | (65,369) | (133,909) | 118,642 | (651,993) | |
Capital expenditures for segment assets | 337,921 | 25,135 | 528,038 | 102,364 | |
Identifiable assets | 21,186,343 | 19,440,320 | 21,186,343 | 19,440,320 | |
Operating Segments [Member] | Coolisys [Member] | |||||
Revenue | 1,375,805 | 1,612,543 | 3,803,241 | 4,306,340 | |
Revenue, cryptocurrency mining | 307,172 | 592,092 | |||
Revenue, lending activities | |||||
Total revenues | 1,375,805 | 1,919,715 | 3,803,241 | 4,898,432 | |
Depreciation and amortization expense | 21,426 | 747,034 | 129,644 | 2,239,958 | |
Loss from operations | 126,593 | (5,050,617) | (27,460) | (7,188,830) | |
Capital expenditures for segment assets | 26,425 | 30,582 | 26,425 | 46,959 | |
Identifiable assets | 21,009,613 | 28,079,982 | 21,009,613 | 28,079,982 | |
Operating Segments [Member] | Ault Alliance [Member] | |||||
Revenue | |||||
Revenue, cryptocurrency mining | |||||
Revenue, lending activities | (29,536) | 69,217 | (27,140) | 443,927 | |
Total revenues | (29,536) | 69,217 | (27,140) | 443,927 | |
Depreciation and amortization expense | |||||
Loss from operations | (40,561) | (70,953) | (121,977) | (29,663) | |
Capital expenditures for segment assets | |||||
Identifiable assets | $ 1,448,856 | $ 2,983,046 | $ 1,448,856 | $ 2,983,046 |
SEGMENT, CUSTOMERS AND GEOGRA_4
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total Revenues by Major Customer | $ 5,675,564 | $ 5,344,829 | $ 16,681,978 | $ 16,097,308 |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer A [Member] | ||||
Total Revenues by Major Customer | $ 1,862,667 | $ 1,429,455 | $ 5,596,089 | $ 2,845,541 |
Percentage of Total Company Revenues | 33.00% | 27.00% | 34.00% | 18.00% |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer B [Member] | ||||
Total Revenues by Major Customer | $ 1,065,400 | $ 2,660,800 | ||
Percentage of Total Company Revenues | 19.00% | 16.00% |
SEGMENT, CUSTOMERS AND GEOGRA_5
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details Narrative) | 9 Months Ended |
Sep. 30, 2020Number | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Nov. 09, 2020 | Oct. 27, 2020 | Oct. 02, 2020 | Aug. 05, 2020 | Nov. 13, 2020 | Oct. 31, 2020 | Jun. 30, 2020 | Sep. 30, 2020 | Nov. 28, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||||||||
Number of common stock issued through ATM offering | 140,624 | |||||||||
Stockholders' equity | $ 4,513,512 | $ 6,940,708 | ||||||||
Esousa Holdings LLC [Member] | 13% Unsecured Promissory Notes [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Proceeds from issuance of debt | $ 2,000,000 | |||||||||
Principal amount | $ 2,000,000 | |||||||||
Due date | Nov. 3, 2020 | |||||||||
Esousa Holdings LLC [Member] | 14% Unsecured Promissory Notes [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Proceeds from issuance of debt | 850,000 | |||||||||
Principal amount | $ 1,200,000 | |||||||||
Institutional Investor [Member] | Warrant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Exercise price | $ 3.01 | |||||||||
Number of shares issued (in shares) | 729,927 | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Gross proceeds from issuance common stock | $ 5,375,055 | |||||||||
Number of common stock issued through ATM offering | 2,935,875 | |||||||||
Principal amount | $ 200,000 | |||||||||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | Relec Electronics Ltd [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
percentage of ownership | 100.00% | |||||||||
Descciption of acquisition | Tabard shall acquire Relec pursuant to the Agreement whereby the Sellers shall sell to Tabard (i) 100% of the issued shares of Relec. The purchase price is approximately £3,000,000 plus an amount equal to Relec’s cash balance immediately prior to closing of the acquisiton | |||||||||
Escrow deposit | $ 500,000 | |||||||||
Subsequent Event [Member] | Ascendiant Capital Markets, LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Gross proceeds from issuance common stock | $ 8,975,000 | |||||||||
Subsequent Event [Member] | Esousa Holdings LLC [Member] | 14% Unsecured First Promissory Notes [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Principal amount | $ 850,000 | |||||||||
Due date | Dec. 28, 2020 | |||||||||
Subsequent Event [Member] | Esousa Holdings LLC [Member] | 14% Unsecured Second Promissory Notes [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Principal amount | $ 350,000 | |||||||||
Due date | Jan. 7, 2021 | |||||||||
Accrued unpaid interest | 14.00% | |||||||||
Subsequent Event [Member] | Institutional Investor [Member] | Warrant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Exercise price | $ 2.20 | |||||||||
Number of shares issued (in shares) | 425,000 | |||||||||
Subsequent Event [Member] | Institutional Investor [Member] | Warrant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Exercise price | $ 2.59 | |||||||||
Number of shares issued (in shares) | 148,936 | |||||||||
Subsequent Event [Member] | Convertible Note [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Principal amount | $ 2,277,194 | |||||||||
Accrued interest | $ 2,277,194 | |||||||||
Issuance of common stock for conversion of debt (in shares) | 2,108,152 |