Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 14, 2021 | Jun. 30, 2020 | |
Document And Entity Information | |||
Entity Registrant Name | Ault Global Holdings, Inc. | ||
Entity Central Index Key | 0000896493 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Reporting Status Current | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity File Number | 1-12711 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 13,335,311 | ||
Entity Common Stock, Shares Outstanding | 49,498,676 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 18,679,848 | $ 483,383 |
Marketable equity securities | 2,562,983 | 639,647 |
Accounts receivable | 3,852,033 | 2,438,254 |
Accounts and other receivable, related party | 1,196,379 | 1,196,379 |
Accrued revenue | 1,695,905 | 2,226,570 |
Inventories, net | 3,373,851 | 2,481,511 |
Prepaid expenses and other current assets | 2,988,080 | 1,324,161 |
Current assets held for sale | 281,352 | |
TOTAL CURRENT ASSETS | 34,349,079 | 11,071,257 |
Intangible assets, net | 4,390,388 | 3,206,988 |
Goodwill | 9,645,686 | 8,100,947 |
Property and equipment, net | 2,122,730 | 1,787,393 |
Right-of-use assets | 4,317,778 | 4,177,590 |
Investments - related party | 10,668,470 | 6,540,720 |
Investments in derivative liabilities and common stock - related parties | 6,139,391 | 2,128,224 |
Equity investments in private companies | 261,767 | 261,767 |
Investment in limited partnership | 1,869,000 | 1,969,000 |
Loans receivable | 750,174 | 795,481 |
Other investments, related parties | 802,500 | 832,500 |
Other assets | 326,419 | 275,273 |
Noncurrent assets held for sale | 1,603,268 | |
TOTAL ASSETS | 75,643,382 | 42,750,408 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 10,579,501 | 14,284,563 |
Accounts payable and accrued expenses, related party | 35,687 | 64,604 |
Operating lease liability, current | 524,326 | 484,819 |
Advances on future receipts | 2,210,392 | |
Short term advances, related party | 1,409,331 | |
Revolving credit facility | 125,188 | 221,705 |
Notes payable, net | 4,048,009 | 6,137,015 |
Notes payable, related parties | 187,818 | 169,153 |
Convertible notes payable | 2,100,990 | |
Convertible notes payable, related party | 400,000 | |
Warrant liability | 4,192,052 | 9,364 |
Other current liabilities | 1,789,825 | 1,535,846 |
Current liabilities held for sale | 1,593,550 | |
TOTAL CURRENT LIABILITIES | 21,882,406 | 30,221,332 |
LONG TERM LIABILITIES | ||
Operating lease liability, non-current | 3,854,573 | 3,726,493 |
Notes payable | 336,500 | 482,624 |
Notes payable, related parties | 51,537 | 115,164 |
Convertible notes payable | 386,283 | 304,773 |
Noncurrent liabilities held for sale | 951,072 | |
TOTAL LIABILITIES | 26,511,299 | 35,801,458 |
STOCKHOLDERS' EQUITY | ||
Additional paid-in capital | 171,397,199 | 101,099,347 |
Accumulated deficit | (121,396,715) | (88,650,465) |
Accumulated other comprehensive loss | (1,717,934) | (5,511,624) |
TOTAL AULT GLOBAL HOLDINGS STOCKHOLDERS' EQUITY | 48,310,436 | 6,940,708 |
Non-controlling interest | 821,647 | 8,242 |
TOTAL STOCKHOLDERS' EQUITY | 49,132,083 | 6,948,950 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 75,643,382 | 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 | 27,754 | 3,318 |
Class B Common Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Common Stock |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized | 25,000,000 | 25,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | |
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 | 27,753,562 | 3,318,390 |
Common stock, outstanding | 27,753,562 | 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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenue | $ 23,871,277 | $ 22,361,994 |
Cost of revenue | 16,356,741 | 19,302,647 |
Gross profit | 7,514,536 | 3,059,347 |
Operating expenses | ||
Engineering and product development | 1,848,866 | 1,861,103 |
Selling and marketing | 1,177,321 | 1,409,996 |
General and administrative | 12,526,855 | 15,524,180 |
Impairment of property and equipment | 4,315,856 | |
Impairment loss on goodwill and intangible assets | 651,645 | |
(Benefit) provision for credit losses | (2,000,000) | 4,000,000 |
Gain on digital currency | (5,033) | (5,515) |
Total operating expenses | 13,548,009 | 27,757,265 |
Loss from continuing operations | (6,033,473) | (24,697,918) |
Other income (expenses) | ||
Interest income | 104,869 | 3,351,226 |
Interest expense | (9,648,820) | (7,261,857) |
Change in fair value of marketable equity securities | 919,083 | (596,242) |
Loss on extinguishment of debt | (18,706,488) | (966,134) |
Loss on issuance of warrants | (1,763,481) | |
Change in fair value of warrant liability | (48,842) | 1,124,953 |
Total other expenses, net | (27,380,198) | (6,111,535) |
Loss from continuing operations before income taxes | (33,413,671) | (30,809,453) |
Income tax benefit | 23,794 | 108,293 |
Net loss from continuing operations | (33,389,877) | (30,701,160) |
Net gain (loss) from discontinued operations, net of taxes | 661,248 | (2,244,668) |
Net loss | (32,728,629) | (32,945,828) |
Less: Net loss attributable to non-controlling interest | 32,416 | |
Net loss attributable to Ault Global Holdings | (32,728,629) | (32,913,412) |
Preferred dividends | (17,621) | (15,938) |
Net loss available to common stockholders | $ (32,746,250) | $ (32,929,350) |
Basic and diluted net loss per common share: | ||
Continuing operations | $ (3.48) | $ (21.41) |
Discontinued operations | 0.07 | (1.57) |
Net loss per common share (in dollars per share) | $ (3.41) | $ (22.97) |
Weighted average common shares outstanding, basic and diluted (in shares) | 9,606,493 | 1,433,464 |
Comprehensive loss | ||
Loss available to common stockholders | $ (32,746,250) | $ (32,929,350) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustment | 481,596 | 341,774 |
Net unrealized gain (loss) on derivative securities of related party | 3,312,094 | (1,950,875) |
Other comprehensive income (loss) | 3,793,690 | (1,609,101) |
Total comprehensive loss | (28,952,560) | (34,538,451) |
Revenue [Member] | ||
Total revenue | 23,628,859 | 21,057,509 |
Cryptocurrency Mining [Member] | ||
Total revenue | 641,745 | |
Lending Activities [Member] | ||
Total revenue | $ 242,418 | $ 662,740 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Series A & B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Non-Controlling Interest [Member] | Total |
Balance at beginning at Dec. 31, 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 | 754,752 | 754,752 | |||||
Stock based compensation: Common stock | $ 69 | 338,550 | 338,619 | ||||
Stock based compensation: Common Stock (Shares) | 69,375 | ||||||
Issuance of common stock and warrants for cash | $ 2,012 | 10,951,731 | 10,953,743 | ||||
Issuance of common stock and warrants for cash (in shares) | 2,011,005 | ||||||
Issuance of common stock in payment of accrued liabilities | $ 66 | 175,311 | 175,377 | ||||
Issuance of common stock in payment of accrued liabilities (in shares) | 66,740 | ||||||
Issuance of common 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 | 4,735,925 | 4,736,295 | ||||
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 | (1,445,255) | (1,445,255) | |||||
Loss on debt extinguishment | 158,350 | 158,350 | |||||
Comprehensive loss: | |||||||
Net loss | (32,913,412) | (32,913,412) | |||||
Preferred dividends | (15,938) | (15,938) | |||||
Net unrealized gain on derivatives in related party | (1,950,875) | (1,950,875) | |||||
Foreign currency translation adjustments | 341,774 | 341,774 | |||||
Net loss attributable to non-controlling interest | (32,416) | (32,416) | |||||
Balance at ending at Dec. 31, 2019 | $ 132 | $ 3,318 | 101,099,347 | (88,650,465) | (5,511,624) | 8,242 | 6,948,950 |
Balance at ending (in shares) at Dec. 31, 2019 | 132,040 | 3,318,390 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock based compensation: Options | 80,351 | 80,351 | |||||
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 and warrants for cash | $ 12,582 | 39,965,768 | 39,978,350 | ||||
Issuance of common stock and warrants for cash (in shares) | 12,582,000 | ||||||
Issuance of common stock in payment of accrued liabilities | $ 230 | 712,915 | 713,145 | ||||
Issuance of common stock in payment of accrued liabilities (in shares) | 229,898 | ||||||
Issuance of common stockupon exercise of warrants | $ 814 | 876,361 | 877,175 | ||||
Issuance of common stock upon exercise of warrants (in shares) | 814,095 | ||||||
Issuance of common stock for conversion of debt | $ 10,047 | 24,770,673 | 24,780,720 | ||||
Issuance of common stock for conversion of debt (in shares) | 10,046,012 | ||||||
Issuance of Enertec warrants | 813,405 | 813,405 | |||||
Beneficial conversion feature in connection with convertible notes | 81,621 | 81,621 | |||||
Fair value warrants issued in connection with convertible notes | 4,540,238 | 4,540,238 | |||||
Cash for exchange fees and other financing costs | (1,651,835) | (1,651,835) | |||||
Comprehensive loss: | |||||||
Net loss | (32,728,629) | (32,728,629) | |||||
Preferred dividends | (17,621) | (17,621) | |||||
Net unrealized gain on derivatives in related party | 3,312,094 | 3,312,094 | |||||
Foreign currency translation adjustments | 481,596 | 481,596 | |||||
Net loss attributable to non-controlling interest | |||||||
Balance at ending at Dec. 31, 2020 | $ 132 | $ 27,754 | $ 171,397,199 | $ (121,396,715) | $ (1,717,934) | $ 821,647 | $ 49,132,083 |
Balance at ending (in shares) at Dec. 31, 2020 | 132,040 | 27,753,562 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (32,728,629) | $ (32,945,828) |
Less: Net gain (loss) from discontinued operations | 661,248 | (2,244,668) |
Net loss from continuing operations | (33,389,877) | (30,701,160) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Depreciation | 391,597 | 2,570,511 |
Amortization | 335,776 | 502,656 |
Amortization of right-of-use assets | (140,188) | 2,123,519 |
Interest expense - debt discount | 7,251,365 | 3,709,993 |
Loss on extinguish debt | 18,706,488 | |
Fair value in excess of proceeds upon issuance of warrants | 1,763,481 | |
Change in fair value of warrant liability | 48,842 | (1,124,953) |
Accretion of original issue discount on notes receivable - related party | 21,998 | (2,277,777) |
Accretion of original issue discount on notes receivable | (61,834) | (90,489) |
Increase in accrued interest on notes receivable - related party | (1,337) | (1,021,158) |
Stock-based compensation | 1,105,688 | 1,583,991 |
Impairment of property and equipment | 4,315,856 | |
Impairment of intangible assets | 170,692 | |
Impairment of goodwill | 480,953 | |
Realized losses on other investments | 39,141 | |
Realized (gains) losses on sale of digital currencies | (524) | |
Realized (gains) losses on sale of marketable securities | (75,346) | (95,340) |
Realized (gains) losses on equity securities in private companies | 215,813 | |
Unrealized (gains) losses on marketable equity securities | (796,009) | (258,905) |
Unrealized (gains) losses on equity securities - related party | (297,943) | 276,450 |
Unrealized (gains) losses on equity securities | 73,079 | 363,996 |
Provision for loan losses | (2,000,000) | 5,550,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (641,087) | (540,820) |
Accounts receivable, related party | 2,691,275 | |
Accrued revenue | 644,729 | (737,960) |
Digital currencies | (14) | (647,260) |
Inventories | 183,331 | 824,703 |
Prepaid expenses and other current assets | (1,612,731) | (1,018,466) |
Other assets | (92,753) | (221,264) |
Accounts payable and accrued expenses | (364,195) | 3,682,230 |
Accounts payable, related parties | (28,917) | 6,852 |
Other current liabilities | (649,615) | (269,831) |
Lease liabilities | 167,587 | (2,089,797) |
Net cash used in continuing operating activities | (11,182,225) | (10,262,733) |
Net cash provided by discontinued operating activities | 1,246 | 82,179 |
Net cash used in operating activities | (11,180,979) | (10,180,554) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (582,092) | (189,302) |
Acquisition of Relec, net of cash acquired | (3,627,534) | |
Investments - related party | (2,118,411) | (1,600,164) |
Investments in warrants and common stock - related party | (354,370) | (1,130,567) |
Purchase of marketable equity securities | (1,425,341) | |
Sales of marketable equity securities | 373,360 | 580,721 |
Proceeds from loans receivable | 139,933 | |
Investments in debt and equity securities | (188,760) | (511,743) |
Net cash used in investing activities | (7,783,215) | (2,851,055) |
Cash flows from financing activities: | ||
Gross proceeds from sales of common stock and warrants | 39,978,350 | 17,028,605 |
Proceeds from issuance of Series A Convertible Preferred Stock | 131,741 | |
Financing cost in connection with sales of equity securities | (1,651,835) | (1,445,255) |
Proceeds from warrant exercises | 52,826 | 127,000 |
Proceeds from convertible notes payable | 100,000 | 500,000 |
Proceeds from notes payable | 9,722,434 | 5,230,418 |
Proceeds from short-term advances | 570,000 | |
Payments on short-term advances | (570,000) | |
Proceeds from short-term advances - related party | 653,124 | 1,305,570 |
Payments on short-term advances - related party | (322,507) | |
Payments on notes payable | (8,783,976) | (2,117,252) |
Payments on convertible notes payable | (7,069,547) | |
Proceeds from advances on future receipts | 941,804 | |
Payments on advances on future receipts | (2,350,639) | (1,590,925) |
Payments of preferred dividends | (17,621) | (15,938) |
Payments on revolving credit facilities, net | (96,517) | (101,018) |
Net cash provided by financing activities | 37,283,639 | 12,925,203 |
Effect of exchange rate changes on cash and cash equivalents | (122,980) | (179,830) |
Net increase (decrease) in cash and cash equivalents | 18,196,465 | (286,236) |
Cash and cash equivalents at beginning of period | 483,383 | 769,619 |
Cash and cash equivalents at end of period | 18,679,848 | 483,383 |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 658,042 | 1,867,925 |
Non-cash investing and financing activities: | ||
Cancellation of convertible note payable into shares of common stock | 24,780,720 | 4,736,295 |
Payment of accounts payable with digital currency | 647,213 | |
Issuance of common stock in payment of accrued liability | 1,537,494 | 175,377 |
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 | 181,483 | |
Issuance of notes payable and convertible notes payable in payment of accrued expenses | 420,000 | |
Cancellation of notes payable into short term advances, related parties | 30,000 | |
Issuance of common stock on conversion of note | $ 600,000 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Ault Global Holdings, Inc., a Delaware corporation (“Ault Global” or the “Company”), formerly known as DPW Holdings, Inc., was incorporated in September 2017. The Company is a diversified holding company owning subsidiaries engaged in, among others, the following operating businesses: commercial and defense solutions, commercial lending and advanced textile technology. The Company’s direct and indirect wholly-owned subsidiaries include Gresham Worldwide, Inc. (“GWW”), Coolisys Technologies Corp. (“Coolisys”), Digital Power Corporation, Gresham Power Electronics Ltd. (f/k/a Digital Power Limited) (“Gresham Power”), Enertec Systems 2001 Ltd (“Enertec”), Relec Electronics Ltd., Digital Power Lending, LLC (“DP Lending”), Ault Alliance, Inc. (“Ault Alliance”), and Tansocial LLC (“Tansocial”). The Company also has a controlling interest in Microphase Corporation (“Microphase”) and Ault Alliance has a controlling interest in and Alliance Cloud Services, LLC (“ACS”). The Company has three reportable segments: · GWW – defense solutions with operations conducted by Microphase, Enertec, Gresham Power and Relec; · Coolisys – commercial electronics solutions with operations conducted by Digital Power Corporation; and · Ault Alliance – commercial lending through DP Lending, data center operations through ACS, digital marketing through Tansocial and digital learning. During March 2020, the Company ceased operations at Digital Farms, Inc. (“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 . On January 19, 2021, the Company changed its name from DPW Holdings, Inc., to Ault Global Holdings, Inc. The Name Change was effected through a parent/subsidiary short-form merger pursuant to an agreement and plan of merger dated January 7, 2021. The merger and resulting name change do not affect the rights of security holders of the Company. The Common Stock continues to be listed on the NYSE American and trades under the symbol “DPW”. |
LIQUIDITY, GOING CONCERN AND MA
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS | 12 Months Ended |
Dec. 31, 2020 | |
Liquidity and Managments Plan [Abstract] | |
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS | 2. LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern. As of December 31, 2020, the Company had cash and cash equivalents of $18,679,848, an accumulated deficit of $121,396,715 and working capital of $12,466,673. The Company has incurred recurring losses and reported losses attributable to Ault Global for the years ended December 31, 2020 and 2019, of $32,728,629 and $32,913,412, 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 in restructured existing debt. 2020 ATM Offering On October 2, 2020, the Company entered into an At-The-Market Issuance Sales Agreement (the “2020 Sales Agreement”) with Ascendiant Capital Markets, LLC to sell shares of Common Stock having an aggregate offering price of up to $8,975,000 from time to time, through an “at the market offering” program (the “2020 ATM Offering”). On December 1, 2020, the Company filed an amendment to the prospectus supplement with the SEC to increase the amount of common stock that may be offered and sold in the 2020 ATM Offering, as amended under the Sales Agreement to $40,000,000 in the aggregate, inclusive of the up to $8,975,000 in shares of common stock previously sold in the 2020 ATM Offering. The offer and sale of shares of common stock from the 2020 ATM Offering was made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-222132) which became effective on January 11, 2018. Through December 31, 2020, the Company had received gross proceeds of $39,978,350 through the sale of 12,582,000 shares of common stock from the 2020 ATM Offering. The 2020 ATM Offering was terminated on December 31, 2020. Impact of Coronavirus on the Company’s Operations The Company’s business has been disrupted and materially adversely affected by the recent outbreak of COVID-19. As a result of measures imposed by the governments in affected regions, businesses and schools have been suspended due to quarantines intended to contain this outbreak and many people have been forced to work from home in those areas. The spread of COVID-19 from China to other countries has resulted in the Director General of the World Health Organization declaring the outbreak of COVID-19 as a Public Health Emergency of International Concern, based on the advice of the Emergency Committee under the International Health Regulations (2005), and the Centers for Disease Control and Prevention in the U.S. issued a warning on February 25, 2020 regarding the likely spread of COVID-19 to the U.S. While the COVID-19 outbreak is no longer in its early stages, international stock markets continue to reflect the uncertainty associated with the slow-down in the American, Israeli and UK economies and the reduced levels of international travel experienced since the beginning of January and the significant volatility in the Dow Industrial Average throughout 2020 was largely attributed to the effects of COVID-19. The Company continues to monitor and assess its business operations and system supports and the impact COVID-19 may have on its results and financial condition, but there can be no assurance that this analysis will enable the Company to avoid part or all of any impact from the continuing spread of COVID-19 or its consequences, including downturns in business sentiment generally or in the Company’s sectors in particular. The Company’s operations are located in Alameda County, CA, Orange County, CA, Fairfield County, CT, the United Kingdom, Israel and members of its senior management work in Seattle, WA and New York, NY. The Company has been following the recommendations of local health authorities to minimize exposure risk for its employees, including the temporary and sporadic closures of its 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: · Ault Global’s corporate headquarters, located in Las Vegas, NV, has largely returned to normal operations with adherence to the Governor’s Directives and Declarations. Certain individuals deemed to be high risk may work remotely, as required. · Ault Global’s finance and accounting office, located in Newport Beach, CA, is primarily working remotely, based on the occupancy and social distancing order from the Orange County Health Officer (http://www.ochealthinfo.com/phs/about/epidasmt/epi/dip/prevention/novel_coronavirus). The administrative staff has tested the secure remote access systems and technology infrastructure to adjust working arrangements for its employees and believes it has adequate internal communications system and can remain operational with a remote staff. · Coolisys, located in Milpitas, CA, has 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 operates a production facility in Connecticut. In March 2020, the Defense Department designated Microphase an “essential” operation of critical infrastructure workers as part of the defense industrial base. To limit the impact of the COVID-19 pandemic, Microphase implemented a series of protocols to limit access to the facility, heighten sanitization, facilitate social distancing and require face coverings. Microphase has requested that workers limit their travel and exposure to others. All employees, including management, that do not have to be in the facility work remotely whenever possible. Any employees who come in contact or potential contact with anyone who has tested positive for COVID-19 or who traveled outside the immediate area are quarantined and must provide proof of negative tests before returning to work. Rigorous adherence to these protocols has generally enabled Microphase to operate with minimal disruption. In December 2020, five Microphase employees tested positive for COVID-19. Microphase temporarily shut down its production facility for a week for deep cleaning and to have all employees tested for COVID-19. Since the outbreak disproportionately affected assembly workers, Microphase’s assembly operations remained shut down for three weeks until all assembly workers had at least 2 negative tests. Operations gradually resumed in late December 2020 and the workforce returned to full strength in mid-January 2021. The disruption to production operations deferred order completion and delayed shipments with a significant decrease in revenue from forecast for December of 2020 and a lingering, but only partial and less substantial, effect on January and February revenue. No customers cancelled orders or imposed penalties for late delivery. Disruption of production added costs from paying employees who could not work and deferred revenue from delayed shipments. However, the entire workforce has remained healthy with heightened precautions and hygiene protocols in place, rendering the outbreak’s impact on production a temporary phenomenon. Microphase continues to follow CDC guidelines for social distancing, face coverings and heightened sanitizing to keep the workforce safe and healthy. Microphase has strictly limited access to its facility and mandated that all employees minimize exposure to the others. All Microphase employees who can work from home will do so while COVID-19 levels remain high in the surrounding communities. However, some workers may still need to work in proximity to others. Management is working with state and federal authorities to get all employees vaccinated on a priority basis as “essential workers” whom the U.S. Department of Defense (the “DoD”) has officially designated as “critical infrastructure workforce” as part of the “defense industrial base.” Some employees have already received vaccinations and we expect all employees to have both vaccinations by the end of March 2021. · Gresham Power suspended production operations in its Salisbury, UK facility from mid-March through June 2020 before resuming production until a subsequent shutdown in November 2020. Notwithstanding the current lockdown, production operations have resumed to complete work on order for products critically needed for military operations. However, engineers, back office staff and management have worked from home as much as possible throughout the pandemic period and continue to do so. The pandemic has disrupted production at times and delayed contract actions as well as other customer decision making, which decreased revenue realized in 2020. However, the Company expects that these delays shall only defer orders and that business will rebound strongly with pent up demand in the latter half of 2021. · Relec, which does not operate any manufacturing or assembly facilities, has not experienced any material COVID-19 related disruptions to date and continues normal operations notwithstanding the lockdown in the United Kingdom. All employees who can work from home do so. Others who must work at the Wareham, UK site to move product or access systems continue to do so under strict safety protocols with face coverings, social distancing and heightened attention to sanitization. The principal impact on Relec’s operations has come from the deferral of some orders and a modest decrease in revenue year-over-year. The Company presently expects business to rebound and resume a steady growth pattern in the third quarter of 2021, although the pandemic may impact this outlook. · The Israeli government exempted Enertec from pandemic-related lockdown orders to keep production operations open for key projects that impact national security. Approximately 50% of Enertec’s workforce is working remotely. Enertec incurred additional costs for increased sanitizing costs, personal protective equipment, increased virtual operations, measures to facilitate social distancing and other precautions to avoid the spread of COVID-19. The pandemic also affected Enertec’s customers and supply chain partners, slowing order processing, materials and parts delivery and service order completion. The principal impact on Enertec’s business has come from deferral of customer decisions and order issuance. With 50% of the population vaccinated as January 31, 2021, Israel now leads the world in COVID-19 vaccine distribution, which should further mitigate risks from COVID-19. The Company presently expects business to rebound and resume substantial growth in second quarter of 2021 as orders increase to address deferred, pent up demand. The COVID-19 global pandemic has been unprecedented and unpredictable and is likely to continue to result in significant national and global economic disruption, which may adversely affect the Company’s business. Based on the Company’s current assessment, however, the Company does not expect any material impact on its long-term strategic plans, its operations, or its liquidity due to the worldwide spread of the COVID-19 virus. However, the Company is actively monitoring this situation and the possible effects on its financial condition, liquidity, operations, suppliers, and industry. The Company believes its current cash on hand is sufficient to meet its operating and capital requirements for at least the next twelve months from the date these financial statements are issued. |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Principles of Consolidation The consolidated financial statements include the accounts of Ault Global Holdings and its wholly-owned subsidiaries, GWW, Coolisys, Digital Power Corporation (a wholly owned subsidiary of Coolisys), Gresham Power, Enertec, Relec, DP Lending, Ault Alliance, and Digital Farms and its majority-owned subsidiaries, Microphase, I.AM and Alliance Cloud Services. All significant intercompany accounts and transactions have been eliminated in consolidation. Accounting Estimates The preparation of financial statements, in conformity with U.S. GAAP, requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include acquisition accounting, fair value of certain financial instruments, reserves for trade receivables and inventories, carrying amounts of investments, 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 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 a 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 year ended December 31, 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 year ended December 31, 2020: Year ended December 31, 2020 GWW Coolisys Ault Alliance Total Primary Geographical Markets North America $ 6,717,843 $ 4,500,175 $ 242,418 $ 11,460,436 Europe 1,878,782 450,053 - 2,328,835 Middle East 9,273,158 - - 9,273,158 Other 342,938 465,910 - 808,848 $ 18,212,721 $ 5,416,138 $ 242,418 $ 23,871,277 Major Goods RF/Microwave Filters $ 4,330,091 $ — $ — $ 4,330,091 Detector logarithmic video amplifiers 473,150 — — 473,150 Power Supply Units 2,655,723 5,416,138 — 8,071,861 Power Supply Systems 1,481,922 — — 1,481,922 Healthcare diagnostic systems 1,011,574 — — 1,011,574 Defense systems 8,260,261 — — 8,260,261 Lending activities — — 242,418 242,418 $ 18,212,721 $ 5,416,138 $ 242,418 $ 23,871,277 Timing of Revenue Recognition Goods transferred at a point in time $ 8,940,886 $ 5,416,138 $ 242,418 $ 14,599,442 Services transferred over time 9,271,835 — — 9,271,835 $ 18,212,721 $ 5,416,138 $ 242,418 $ 23,871,277 The Company’s disaggregated revenues consist of the following for the year ended December 31, 2019: Year ended December 31, 2019 GWW Coolisys Ault Alliance Total Primary Geographical Markets North America $ 4,342,565 $ 5,276,096 $ 1,304,485 $ 10,923,146 Europe 1,672,489 5,767 — 1,678,256 Middle East 8,659,675 21,348 — 8,681,023 Other 557,114 522,455 — 1,079,569 $ 15,231,843 $ 5,825,666 $ 1,304,485 $ 22,361,994 Major Goods RF/Microwave filters $ 2,245,748 $ — $ — $ 2,245,748 Detector logarithmic video amplifiers 558,155 — — 558,155 Power supply units 1,656,162 5,825,666 — 7,481,828 Power supply systems 1,920,594 — — 1,920,594 Healthcare diagnostic systems 1,711,050 — — 1,711,050 Defense systems 7,140,134 — — 7,140,134 Lending activities — — 662,740 662,740 Digital currency mining — — 641,745 641,745 $ 15,231,843 $ 5,825,666 $ 1,304,485 $ 22,361,994 Timing of Revenue Recognition Goods transferred at a point in time $ 6,243,758 $ 5,825,666 $ 1,304,485 $ 13,373,909 Services transferred over time 8,988,085 — — 8,988,085 $ 15,231,843 $ 5,825,666 $ 1,304,485 $ 22,361,994 Sales of Products The Company generates revenues from the sale of its products through a direct and indirect sales force. The Company’s performance obligations to deliver products are satisfied at the point in time when products are received by the customer, which is when the customer obtains control over the goods. The Company provides standard assurance warranties, which are not separately priced, that the products function as intended. The Company primarily receives fixed consideration for sales of product. Some of the Company’s contracts with distributors include stock rotation rights after six months for slow moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. The Company’s customers generally pay within 30 days from the receipt of a valid invoice. Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC 606-10-50-14(a) of not disclosing information about its remaining performance obligations. Manufacturing Services The Company provides manufacturing services in exchange primarily for fixed fees; however, the initial two MLSE units are subject to variable pricing under the $50 million purchase order from MTIX. Under the terms of the MLSE purchase order, the Company shall be entitled to cost plus $100,000 for the manufacture of the first two MLSE units. The Company has determined that the costs of manufacturing the MLSE units will decline over time because of a learning curve which will result in a greater amount of revenue being recognized for these initial two MLSE units. For manufacturing services, which include revenues generated by Enertec and in certain instances revenues generated by Gresham Power, the Company’s performance obligation for manufacturing services is satisfied over time as the Company creates or enhances an asset based on criteria that are unique to the customer and that the customer controls as the asset is created or enhanced. Generally, the Company recognizes revenue based upon proportional performance over time using a cost to cost method which measures progress based on the costs incurred to total expected costs in satisfying its performance obligation. This method provides a depiction of the progress in providing the manufacturing service because there is a direct relationship between the costs incurred by the Company and the transfer of the manufacturing service to the customer. Manufacturing services that are recognized based upon the proportional performance method are included in the above table as services transferred over time and to the extent the customer has not been invoiced for these revenues, as accrued revenue in the accompanying consolidated balance sheets. Revisions to the Company’s estimates may result in increases or decreases to revenues and income and are reflected in the consolidated financial statements in the periods in which they are first identified. The Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component to the extent that the period between when the Company transfers its promised good or service to the customer and when the customer pays in one year or less. The aggregate amount of the transaction price allocated to the performance obligation that is partially unsatisfied as of December 31, 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 the next three years. The Company will be paid in installments for this performance obligation over the estimated period that the remaining revenue is recognized. Lending Activities and Trading 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. Financial instruments utilized in trading activities are carried at fair value. Fair value is generally based on quoted market prices for the same or similar assets and liabilities. If these market prices are not available, fair values are estimated based on dealer quotes, pricing models, discounted cash flow methodologies, or similar techniques where the determination of fair value may require significant management judgment or estimation. Realized gains and losses are recorded on a trade-date basis. Realized and unrealized gains and losses are recognized in revenue from lending activities. Blockchain Mining The Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed digital currency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the blockchain. The Company’s factional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the digital currency award received is determined using the market rate of the related digital currency at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for digital currencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Expenses associated with running the cryptocurrency mining business, such as equipment deprecation and electricity cost are recorded as a component of cost of revenues. Historically, the Company used digital assets for debt reduction, capital purchases, consulting fees, data center costs and other operating expenses. During March 2020, the Company ceased operations at Digital Farms, the Company’s blockchain mining subsidiary Foreign Currency Translation A substantial portion of the Company’s revenues are generated in U.S. dollars (“U.S. dollar”). In addition, a substantial portion of the Company’s costs are incurred in U.S. dollars. Company management has determined that the U.S. dollar is the functional currency of the primary economic environment in which it operates. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) No. 830, Foreign Currency Matters (“ASC No. 830”). All transaction gains and losses from the re-measurement of monetary balance sheet items are reflected in the statements of operations as financial income or expenses as appropriate. The financial statements of Gresham Power and Enertec, whose functional currencies have been determined to be their local currencies, the British Pound (“GBP”) and the Israeli Shekel (“ILS”), respectively, have been translated into U.S. dollars in accordance with ASC No. 830. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statement of operations amounts have been translated using the average exchange rate in effect for the reporting period. The resulting translation adjustments are reported as other comprehensive income (loss) in the consolidated statement of comprehensive income (loss) and accumulated comprehensive income (loss) in statement of changes in stockholders' equity (deficit). Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company’s cash is maintained in checking accounts, money market funds and certificates of deposits with reputable financial institutions. These balances exceed the U.S. Federal Deposit Insurance Corporation insurance limits. The Company has cash and cash equivalents of $884,859 and $288,428 at December 31, 2020 and 2019, respectively, in the United Kingdom (“U.K”) and $18,874 and $47,062, respectively, in Israel. The Company has not experienced any losses on deposits of cash and cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying amount of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company individually reviews all accounts receivable balances and based upon an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company estimates the allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered past-due based on its contractual terms. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. Based on an assessment as of December 31, 2020 and 2019, of the collectability of invoices, accounts receivable are presented net of an allowance for doubtful accounts of $4,415 and $5,000, respectively. Inventories Inventories are stated at the lower of cost or net realizable value. Inventory write-offs are provided to cover risks arising from slow-moving items or technological obsolescence. Cost of inventories is determined as follows: Raw materials, parts and supplies - using the “first-in, first-out” method. Work-in-progress and finished products - on the basis of direct manufacturing costs with the addition of indirect manufacturing costs. The Company periodically assesses its inventories valuation in respect of obsolete and slow-moving items by reviewing revenue forecasts and technological obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the time of the review was not expected to be sold, is written off. During the years ended December 31, 2020 and 2019, the Company did not record inventory write-offs within the cost of revenue. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation. Repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: Useful lives (in years) Computer, software and related equipment 3 - 5 Office furniture and equipment 5 - 10 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter. Goodwill The Company evaluates its goodwill for impairment in accordance with ASC 350, Intangibles – Goodwill and Other The Company tests the recorded amount of goodwill for impairment on an annual basis on December 31 of each fiscal year or more frequently if there are indicators that the carrying amount of the goodwill exceeds its carried value. At December 31, 2020, the Company had three reporting units. The Company performed a qualitative assessment and concluded that goodwill at the Company’s Coolisys subsidiary was impaired by a total of $480,953 based upon an assessment as of December 31, 2019. The Company shows no impairment at December 31, 2020. Goodwill impairment charges for the years ended December 31, 2020 and 2019 related to the Company’s discontinued operations were nil and $265,252, respectively. Intangible Assets The Company acquired amortizable intangibles assets as part of four asset purchase agreements consisting of customer relationships and non-compete agreements. The Company also has the trade names and trademarks associated with the acquisitions of Microphase, I.AM and Relec which were determined to have an indefinite life. The customer relationships and non-compete agreements, definite lived intangible assets, are being amortized on a straight-line basis over their estimated useful lives as follows: Useful lives (in years) Customer relationships 5 - 14 Non-competition agreements 3 Domain name and other intangible assets 3 The Company reviews intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. During the years ended December 31, 2020 and 2019, the Company recorded an impairment loss from continuing operations of nil and $170,692, respectively. Impairment charges for intangible assets for the years ended December 31, 2020 and 2019 related to the Company’s discontinued operations were nil and $610,000, respectively. Long-Lived Assets The long-lived assets of the Company are reviewed for impairment in accordance with ASC No. 360, Property, Plant, and Equipment 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 year ended December 31, 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). Warranty The Company offers a warranty period for all its manufactured products. Warranty periods range from one to two years depending on the product. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company's warranty liability include the number of units sold, historical rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amount, as necessary. As of December 31, 2020 and 2019, the Company’s accrued warranty liability was $90,640 and $80,412, respectively. Income Taxes The Company determines its income taxes under the asset and liability method in accordance with FASB ASC No. 740, Income Taxes The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25 . Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies common stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company determined that certain freestanding derivatives, which principally consist of issuance of warrants to purchase shares of common stock in connection with convertible notes and to employees of the Company, satisfy the criteria for classification as equity instruments as these warrants do not contain cash settlement features or variable settlement provision that cause them to not be indexed to the Company’s own stock. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC No. 718, Compensation – Stock Compensation “ASC No. 718” The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC No. 505-50, Equity Based Payments to Non-Employees Convertible Instruments The Company accounts for hybrid contracts that feature conversion options in accordance with ASC No. 815, Derivatives and Hedging Activities “ASC No. 815” Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company accounts for convertible instruments, when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, in accordance with ASC No. 470-20, Debt with Conversion and Other Options “ASC No. 470-20” Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. Cash and cash equivalents are invested in banks in the U.S., UK and Israel. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Trade receivables of the Company and its subsidiaries are mainly derived from sales to customers located primarily in the U.S., Europe and Israel. The Company performs ongoing credit evaluations of its customers and to date has not experienced any material losses. An allowance for doubtful accounts is determined with respect to those amounts that the Company and its subsidiaries have determined to be doubtful of collection. Comprehensive Income (Loss) The Company reports comprehensive loss in accordance with ASC No. 220, Comprehensive Income Fair value of Financial Instruments In accordance with ASC No. 820, Fair Value Measurements and Disclosures The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs include those that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2:Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or model-derived valuations. All significant inputs used in our valuations are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include quoted prices that were adjusted for security-specific restrictions which are compared to output from internally developed models such as a discounted cash flow model. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments carried at cost, including cash and cash equivalents, accounts receivables and accounts and other receivable – related party, investments, notes receivable, trade payables and trade payables – related party approximate their fair value due to the short-term maturities of such instruments. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table sets forth the Company’s financial instruments (see Note 5 and Note 10) that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurement at December 31, 2020 Total Level 1 Level 2 Level 3 Investments in convertible promissory notes and $ 10,668,470 $ — $ — $ 10,668,470 Investments in common stock and derivative 5,486,140 499,588 — 4,986,552 Investment in common stock and warrants of 653,251 — — 653,251 Investments in marketable equity securities 2,562,983 2,562,983 — — Total Investments $ 19,370,844 $ 3,062,571 $ — $ 16,308,273 Fair Value Measurement at December 31, 2019 Total Level 1 Level 2 Level 3 Investments in convertible promissory note of AVLP – a $ 6,540,720 $ — $ — $ 6,540,720 Investments in common stock and derivative instruments 1,569,286 238,602 — 1,330,684 Investment in common stock of Alzamend – a related 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. See Note 10 for activity related to investments in convertible promissory notes and advances of AVLP and Alzamend – related parties, investments in common stock and derivative instruments of AVLP – a related party, and investment in common stock and warrants of Alzamend – a related party. The decline in investment in warrants of public companies was due to a decrease upon remeasurement of fair value of the underlying warrants. Debt Discounts The Company accounts for debt discount according to ASC No. 470-20, Debt with Conversion and Other Options Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases 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 di |
DISCONTINUED OPERATIONS AND DEC
DISCONTINUED OPERATIONS AND DECONSOLIDATION OF I.AM | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS AND DECONSOLIDATION OF I.AM | 4. Discontinued Operations and Deconsolidation of I.AM 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 the Company’s restaurant businesses, during the first quarter of 2020, the Company concluded that discontinuing the operations of I.AM was ultimately in its best interest. In addition, during the first quarter of 2020, due to deteriorating business conditions in the cryptocurrency mining sector, the Company ceased operations at Digital Farms. The Company’s decision to cease cryptocurrency mining operations in 2020 was based several factors, which had negatively affected the number of active miners the Company operated, including the market prices of digital currencies at the time, power cost considerations available to Digital Farms, and a significant increase in the difficulty of mining blocks of cryptocurrency. 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 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 consolidated balance sheets for all periods presented. On November 2, 2020, I.AM 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. As a result of I.AM’s bankruptcy filing on November 2, 2020, Ault Global ceded authority for managing the business to the Bankruptcy Court. For this reason, the Company concluded that Ault Global had lost control of I.AM, and no longer had significant influence over I.AM. Therefore, the Company deconsolidated I.AM effective with the filing of the Chapter 11 bankruptcy in November 2020 and recorded a gain on deconsolidation of 2,358,992. The following tables summarize the major classes of assets and liabilities included as part of discontinued operations as of December 31, 2019: December 31, 2019 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 $ 881,601 Operating lease liability, current 229,574 Other current liabilities 482,375 Total current liabilities classified as held for sale 1,593,550 Long term liabilities Operating lease liability, non-current 951,072 Total liabilities classified as held for sale $ 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 Year Ended December 31, 2020 2019 Revenue $ 543,327 $ 4,149,646 Cost of revenue (160,310 ) (1,149,645 ) Selling and marketing — (221,813 ) General and administrative (555,445 ) (4,146,815 ) Impairment of property and equipment and right-of-use assets (1,525,316 ) — Impairment of Impairment of intangible assets — (610,000 ) Impairment of goodwill — (265,252 ) Gain on deconsolidation of I.AM 2,358,992 — Interest expense — (789 ) Income (loss) from discontinued operations $ 661,248 $ (2,244,668 ) |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 12 Months Ended |
Dec. 31, 2020 | |
Marketable Securities [Abstract] | |
MARKETABLE SECURITIES | 5. Marketable Securities Marketable securities in equity securities with readily determinable market prices consisted of the following as of December 31, 2020 and 2019: Marketable equity securities at December 31, 2020 Gross unrealized Gross realized Cost gains (losses) gains (losses) Fair value Common shares $ 1,505,686 $ 1,083,532 $ (26,235) $ 2,562,983 Marketable equity securities at December 31, 2019 Gross unrealized Gross realized Cost gains (losses) gains (losses) Fair value Common shares $ 423,025 $ 216,622 $ - $ 639,647 The following table presents additional information about marketable equity securities: Marketable Equity Securities Balance at January 1, 2019 $ 178,597 Purchases of marketable equity securities 485,000 Marketable equity securities received upon warrant exercise 381 Marketable equity securities received upon conversion of preferred stock 202,145 Sales of marketable equity securities (580,721 ) Realized gains on marketable equity securities 95,340 Unrealized gains on marketable equity securities 258,905 Balance at January 1, 2020 $ 639,647 Purchases of marketable equity securities 1,425,341 Sales of marketable equity securities (373,360 ) Realized gains on marketable equity securities 75,346 Unrealized gains on marketable equity securities 796,009 Balance at December 31, 2020 $ 2,562,983 At December 31, 2020 and 2019, the Company had invested in the marketable equity securities of certain publicly traded companies. During the year ended December 31, 2020, unrealized gains of $796,009 were included in net income as a component of change in fair value of equity securities. The Company’s investment in marketable equity securities will be revalued on each balance sheet date. The fair value of the Company’s holdings in marketable equity securities at December 31, 2020 and 2019 is a Level 1 measurement based on quoted prices in an active market. At December 31, 2020 and 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. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2020 | |
Inventories | |
INVENTORIES | 6. INVENTORIES At December 31, 2020 and 2019, inventories consist of: 2020 2019 Raw materials, parts and supplies $ 1,188,616 $ 1,522,082 Work-in-progress 1,923,426 534,937 Finished products 261,809 424,492 Total inventories $ 3,373,851 $ 2,481,511 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 7. PROPERTY AND EQUIPMENT, NET At December 31, 2020 and 2019, property and equipment consist of: December 31, 2020 2019 Cryptocurrency machines and related equipment $ 567,216 $ 567,216 Computer, software and related equipment 3,056,711 2,518,187 Office furniture and equipment 489,315 441,613 Leasehold improvements 1,352,124 1,230,407 5,465,366 4,757,423 Accumulated depreciation and amortization (3,342,636 ) (2,970,030 ) Property and equipment, net $ 2,122,730 $ 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 year ended December 31, 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 years ended December 31, 2020 and 2019, depreciation expense amounted to $391,597 and $2,570,511, respectively. |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | 8. INTANGIBLE ASSETS, NET At December 31, 2020 and 2019 intangible assets consist of: December 31, December 31, 2020 2019 Trade name and trademark $ 1,551,197 $ 1,039,307 Customer relationships 3,441,654 2,406,434 Domain name and other intangible assets 689,920 641,809 5,682,771 4,087,550 Accumulated depreciation and amortization (1,292,383 ) (880,562 ) Intangible assets, net $ 4,390,388 $ 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 $335,776 and $502,656, respectively, for the years ended December 31, 2020 and 2019. The customer relationships are subject to amortization over their estimated useful lives, which range between 3 and 14 years. The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter. 2021 $ 369,790 2022 318,793 2023 318,793 2024 318,793 2025 318,793 Thereafter 1,194,229 $ 2,839,191 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2020 | |
Intangible Assets, Net (Including Goodwill) [Abstract] | |
GOODWILL | 9. GOODWILL The Company’s goodwill relates to the acquisition of a controlling interest in Microphase on June 2, 2017 and the acquisitions of Enertec on May 22, 2018, and Relec on November 30, 2020. The following table summarizes the changes in our goodwill for the years ended December 31, 2020 and 2019: Goodwill Balance as of January 1, 2019 $ 8,197,818 Impairment (480,953 ) Effect of exchange rate changes 384,082 Balance as of December 31, 2019 8,100,947 Acquisition of Relec 1,147,894 Effect of exchange rate changes 396,485 Balance as of December 31, 2020 $ 9,645,686 |
INVESTMENTS - RELATED PARTIES
INVESTMENTS - RELATED PARTIES | 12 Months Ended |
Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS - RELATED PARTIES | 10. INVESTMENTS – RELATED PARTIES Investments in AVLP and Alzamend Neuro, Inc. (“Alzamend”) at December 31, 2020 and 2019, are comprised of the following: December 31, December 31, 2020 2019 Investment in convertible promissory note of AVLP $ 11,269,136 $ 9,595,079 Short term advance in Alzamend 750,000 — Investment in convertible promissory note of Alzamend 50,000 — Accrued interest in convertible promissory notes of AVLP and Alzamend 2,026,812 2,025,475 Total investment in convertible promissory note of AVLP – Gross 14,095,948 11,620,554 Less: original issue discount (3,870 ) — Less: provision for loan losses (3,423,608 ) (5,079,834 ) Total investment in convertible promissory note of AVLP and Alzamend 10,668,470 6,540,720 Investment in derivative instruments of AVLP 4,986,552 1,330,684 Investment in common stock of AVLP 499,588 238,602 Investment in common stock and warrants of Alzamend 653,251 558,938 Investment in derivative instruments and common stock of AVLP and Alzamend 6,139,391 2,128,224 Total investment in AVLP and Alzamend – Net $ 16,807,861 $ 8,668,944 Investment in warrants and common stock of AVLP and Alzamend $ 6,139,391 $ 2,128,224 Investment in convertible promissory notes and advances of AVLP and Alzamend 10,668,470 6,540,720 Total investment in AVLP and Alzamend – Net $ 16,807,861 $ 8,668,944 The following table summarizes the changes in our investments in AVLP and Alzamend during the years ended December 31, 2020 and 2019: Investment in Investment in convertible warrants and promissory notes Total common stock and advances investment of AVLP and of AVLP and in AVLP and Alzamend Alzamend Alzamend – Net Balance at January 1, 2019 $ 3,043,499 $ 5,611,621 $ 8,655,120 Investment in convertible promissory notes of AVLP — 1,600,164 1,600,164 Investment in common stock of AVLP and Alzamend 261,132 — 261,132 Fair value of derivative instruments issued by AVLP 1,050,918 — 1,050,918 Unrealized loss in derivative instruments of AVLP (1,950,875 ) — (1,950,875 ) Unrealized loss in common stock of AVLP and Alzamend (276,450 ) — (276,450 ) Provision for loan losses — (4,000,000 ) (4,000,000 ) Accretion of discount — 2,307,777 2,307,777 2,307,777 Accrued Interest — 1,021,158 1,021,158 Balance at December 31, 2019 $ 2,128,224 $ 6,540,720 $ 8,668,944 Investment in convertible promissory notes of AVLP — 1,330,283 1,330,283 Investment in convertible promissory note of Alzamend — 38,128 38,128 Investment in common stock of AVLP and Alzamend 45,484 — 45,484 Investment in warrants of Alzamend 11,872 — 11,872 Short term advance in Alzamend — 750,000 750,000 Fair value of derivative instruments issued by AVLP 343,774 — 343,774 Unrealized gain in derivative instruments of AVLP 3,312,094 — 3,312,094 Unrealized gain in common stock of AVLP and 297,943 — 297,943 Accretion of discount — 8,002 8,002 Provision for loan losses — 2,000,000 2,000,000 Accrued Interest — 1,337 1,337 Balance at December 31, 2020 $ 6,139,391 $ 10,668,470 $ 16,807,861 Investments in AVLP The Company’s investments in AVLP, a related party controlled by Philou Ventures, LLC (“Philou”), an affiliate of the Company, consist of convertible promissory notes, derivative instruments and shares of AVLP common stock. As of December 31, 2020, the Company has provided loans to AVLP in the principal amount $11,269,136 and, in addition to the 12% convertible promissory notes, AVLP has issued to the Company warrants to purchase 22,537,871 shares of AVLP common stock at an exercise price of $0.50 per share for a period of five years. The warrants were determined by the issuer to be derivative financial instruments. At December 31, 2020, the Company recorded a cumulative unrealized loss on its investment in warrants of AVLP of $1,052,162 compared to a cumulative unrealized loss of $4,364,256 at December 31, 2019 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 year ended December 31, 2020, the Company recognized, in other comprehensive loss, net unrealized gain on derivative securities of related party of $3,312,094 compared to a net unrealized loss on derivative securities of related party of $1,950,875 during the year ended December 31, 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 years ended December 31, 2020 and 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 December 31, 2020, the closing market price of AVLP’s common stock was $0.50, 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, short-term advance, warrants and shares of Alzamend common stock. At December 31, 2020, the Company has provided Alzamend a short-term advance of $750,000 and invested $50,000 in an 8% convertible promissory note. In conjunction with the issuance of the 8% convertible promissory note, Alzamend 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 Company computed the fair value of the warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded discount in the amount of $11,872 based on the estimated fair value of the warrants. At December 31, 2020, the Company recorded a cumulative unrealized loss on its investment in warrants of Alzamend of $453, representing the difference between the cost basis and the estimated fair value of the warrants in the Company’s net loss from continuing operations on the Company’s consolidated statements of operations and comprehensive loss. 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 years ended December 31, 2020 and 2019, the Company also acquired 55,263 shares of Alzamend common stock for $44,210 and 372,625 shares of Alzamend common stock for $208,100, respectively. At December 31, 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 | 12 Months Ended |
Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS IN LIMITED PARTNERSHIP | 11. INVESTMENTS IN LIMITED PARTNERSHIP On June 8, 2018, the Company entered into a limited partnership agreement, in which it agreed to become a limited partner in the partnership (the “NY Partnership”). The NY Partnership is a limited partner in the partnership that is responsible for the construction and related activities of a hotel in New York City. In connection with this transaction, the Company has agreed to finance a portion of the capital required by the NY Partnership. As of December 31, 2020, the Company had invested an aggregate of $1,869,000 in the NY Partnership. The Company has no further required funding obligations related to the hotel. |
OTHER INVESTMENTS, RELATED PART
OTHER INVESTMENTS, RELATED PARTIES | 12 Months Ended |
Dec. 31, 2020 | |
Other Investments Related Parties [Abstract] | |
OTHER INVESTMENTS, RELATED PARTIES | 12. OTHER INVESTMENTS, RELATED PARTIES The Company’s other related party investments primarily consist of two investments. MTIX, Ltd. On December 5, 2017, the Company entered into an exchange agreement with WT Johnson pursuant to which the Company issued to WT Johnson two convertible promissory notes in the principal amounts of $600,000 (“Note A”) and $1,667,766 (“Note B”), in exchange for cancellation of amounts due to WT Johnson by MTIX Ltd., a related party of the Company. During December 2017, the Company issued 750 shares of its common stock to WT Johnson & Sons upon the conversion of Note A and WT Johnson subsequently sold the 750 shares. The proceeds from the sale of shares of common stock received upon the conversion of Note A were sufficient to satisfy the entire $2,267,766 obligation as well as an additional $400,500 of value added tax due to WT Johnson. Concurrent with entering into the exchange agreement, the Company received a promissory note in the amount of $2,668,266 from MTIX and cancelled Note B. At December 31, 2020 and 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 former President, Amos Kohn, purchased certain real property that serves as a facility for the Company’s business operations in Israel. The Company made $300,000 of payments to the seller of the property and received a 28% undivided interest in the real property (the “Property”). The Company’s subsidiary, Coolisys Technologies, Inc., entered into a Trust Agreement and Tenancy in Common Agreement with Roni Kohn, who owns a 72% interest in the Property, the daughter of Mr. Kohn and an Israeli citizen. The Property was purchased to serve as a residence/office facility for the Company in order to oversee its Israeli operations and to expand its business in the high-tech industry located in Israel. Pursuant to the Trust Agreement, Ms. Kohn will hold and manage Coolisys’ undivided 28% interest in the Property. The trust will be in effect until it is terminated by mutual agreement of the parties. During the term of the trust, Ms. Kohn will not sell, lease, sublease, transfer, grant, encumber, change or effect any other disposition with respect to the Property or Coolisys’ interest without the Company’s approval. Under the Tenancy in Common Agreement, Coolisys and its executive officers shall have the exclusive rights to use the Property for the Company and its affiliates’ business operations. The Property shall be managed by Ms. Kohn. Further, pursuant to the Tenancy in Common Agreement, for each completed calendar month of employment of Mr. Kohn by the Company, Ms. Kohn shall have the right to purchase a portion of the Company’s interest in the Property. Such right shall fully vest at the end of five years of continuous employment and the Trustee shall have the right to purchase the Company’s 28% interest in the Property for a nominal price. The Company will amortize its $300,000 investment over the ten-year right of use period, subject to a cliff vesting after five years. During the years ended December 31, 2020 and 2019, the Company recognized $30,000 in amortization expense. At December 31, 2020 and 2019, the unamortized balance of the Israeli Property was $202,500 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. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 13. ACQUISITIONS Business combinations are accounted for under the acquisition method of accounting in accordance with ASC No. 805, Business Combinations Acquisition during 2020 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”). Relec was established in 1978 and provides specialist power conversion and display products. The acquisition of Relec expands GWW’s product offering and geographic reach. On November 30, 2020, the acquisition of Relec closed for an aggregate cash purchase price of $3,765,084, net of cash acquired, of which $3,627,534 had been paid at December 31, 2020. Pursuant to the Agreement, Tabard may be required to pay the Sellers a maximum of £500,000, or approximately $667,000, during 2021, 2022 and 2023. These earn-out payments are based on a combination of Relec’s gross margin and its minimum earnings before income taxes, depreciation and amortization. Upon initial measurement, components of the purchase price are as follows: Relec Accounts receivable $ 632,910 Prepaid and other current assets 53,127 Inventories, net 993,968 Property and equipment 94,167 Customer relationships 900,000 Trade name 500,000 Accounts payable and accrued expenses (556,982 ) Net assets acquired 2,617,190 Goodwill 1,147,894 Purchase price $ 3,765,084 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 14. STOCK-BASED COMPENSATION Under the Company's 2018 Stock Incentive Plan (the “2018 Plan”), 2017 Stock Incentive Plan (the “2017 Plan”), 2016 Stock Incentive Plan (the “2016 Plan”) and the 2012 Stock Option Plan, as amended (the “2012 Plan”) (collectively, the “Plans”), options may be granted to employees, officers, consultants, service providers and directors of the Company. On July 19, 2019, the Company’s stockholders approved an amendment to the 2018 Plan which increased the number of shares of the Company’s common stock that may be issued thereunder to a total of 175,000 shares. The Plans, as amended, provide for the issuance of a maximum of 184,216 shares of the Company’s common stock. Options granted under the Plans have an exercise price equal to or greater than the fair value of the underlying common stock at the date of grant and become exercisable based on a vesting schedule determined at the date of grant. Typically, options granted generally become fully vested after four years. Any options that are forfeited or cancelled before expiration become available for future grants. The options expire between 5 and 10 years from the date of grant. Restricted stock awards granted under the Plans are subject to a vesting period determined at the date of grant. As of December 31, 2020, an aggregate of 6,693 of the Company's options are still available for future grant. During the years ended December 31, 2020 and 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 years ended December 31, 2020 and 2019, the Company issued 102,500 and 69,375, 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 options outstanding as of December 31, 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 - $560 894 4.95 $ 537.34 592 $ 534.25 $1,208 - $1,352 31 2.63 $ 1,339.20 31 $ 1,339.20 $480 - $1,352 925 4.87 $ 564.43 623 $ 574.60 Issuances outside of Plans $1.79 850,000 9.72 $ 1.79 0 $ 0.00 Total Options $480 - 1,856 850,925 9.71 $ 2.40 623 $ 574.60 On December 31, 2020 and 2019, the aggregate intrinsic value of stock options outstanding was $2,176,000 and nil, respectively. On December 31, 2020 and 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 the Company’s common stock as of the period-end date. The total stock-based compensation expense related to stock options and stock awards issued pursuant to the Plans to the Company’s employees, consultants and directors, included in reported net loss for the years ended December 31, 2020 and 2019, is comprised as follows: Year Ended December 31, 2020 2019 Stock-based compensation from Plans $ 260,033 $ 715,877 Stock-based compensation from issuances outside of Plans 32,250 868,114 Total Stock-based compensation $ 292,283 $ 1,583,991 A summary of option activity under the Company's stock option plans as of December 31, 2020 and 2019, and changes during the years ended are as follows: Outstanding Options Weighted Weighted Average Shares Average Remaining Aggregate Available Number Exercise Contractual Intrinsic for Grant of Shares Price Life (years) Value January 1, 2019 12,695 4,328 $ 576.40 7.52 $ 0 Amendment to 2018 162,500 — Restricted stock awards (75,000 ) — Forfeited 1 2910 (2,940 ) $ 853.47 January 1, 2020 103,105 1,388 $ 636.47 6.33 $ 0 Restricted stock awards (96,875 ) — Forfeited 463 (463 ) $ 780.54 December 31, 2020 6,693 925 $ 564.43 4.87 $ 0 1 As of December 31, 2020, there was $122,613 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 1.61 years. On December 31, 2020, Enertec issued Zvika Avni, the Chief Executive Officer of Enertec, a warrant to purchase 27,889 shares of Enertec common stock, at an exercise price per share of $0.01. On the date of issuance 251,000 shares of Enertec common stock were issued and outstanding. The warrant is immediately exercisable with a ten-year life. The stock-based compensation expense related to the warrant included in reported net loss for the year ended December 31, 2020 was $813,405, based on the estimated fair value of the warrant on the date of issuance. The estimated fair value of the warrant was based on observable market prices of the Company’s stock and extrapolated to Enertec based upon its relative fair value within the Company as determined by equal weighting of revenues, operating income, and net tangible assets between the Company’s subsidiaries. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2020 | |
Warrants | |
WARRANTS | 15. WARRANTS During the years ended December 31, 2020 and 2019, the Company issued a total of 7,542,987 warrants at an average exercise price of $2.64 per share. Warrant issuances during 2019 During the year ended December 31, 2019, the Company issued a total of 759,443 warrants at an average exercise price of $10.28 per share. (i) On April 2, 2019, the Company issued warrants to purchase an aggregate of 388,888 shares of Common Stock at an initial exercise price of $18.00 per share and (the “Common Warrants”) and (b) pre-funded warrants to purchase up to 317,500 shares of Common Stock at an initial exercise price of $0.40 per share (the “Pre-Funded Warrants”) in connection with an underwriting agreement with A.G.P./Alliance Global Partners (the “Underwriter”). In addition, the Company has also issued the Underwriter a warrant to purchase a maximum of 15,555 additional shares of Common Stock at an initial exercise price of $19.80 per share (see Note 24). (ii) On May 20, 2019, the Company issued warrants to purchase an aggregate of 12,500 shares of Common Stock at an exercise price equal to $12.00 per share of Common Stock in connection with the issuance of a 4% Convertible Promissory Note in the aggregate principal amount of $660,000 (see Note 21). (iii) On July 3, 2019, the Company issued warrants to purchase an aggregate of 25,000 shares of Common Stock at an exercise price equal to $8.80 per share of Common Stock in connection with the issuance of a 12% Convertible Promissory Note in the aggregate principal amount of $1,492,000. Warrant issuances during 2020 During the year ended December 31, 2020, the Company issued a total of 6,783,544 warrants at an average exercise price of $1.79 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 19). (ii) During the year ended December 30, 2020, the Company issued warrants to purchase an aggregate of 1,536,655 shares of Common Stock at an average exercise price equal to $1.43 per share of Common Stock in connection with the issuance of the Esousa 12% short-term promissory notes in the aggregate principal amount of $2,000,000 (see Note 19). (iii) On April 13, 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 promissory note in the principal amount of $200,000 (see Note 19 ). (v) On June 26, 2020, promissory notes in the aggregate principal face amount of $800,000 . Warrant issuances during 2020 requiring shareholder approval Rule 713 of the NYSE American, the national securities exchange on which the Common Stock is listed, requires stockholder approval of a transaction, other than a public offering, involving the sale, issuance or potential issuance by an issuer of Common Stock (or securities convertible into or exercisable for Common Stock) at a price less than the greater of book or market value which together with sales by officers, directors or principal stockholders of the issuer equals 20% or more of presently outstanding Common Stock, or equal to 20% or more of presently outstanding stock for less than the greater of book or market value of the stock, or when the issuance or potential issuance of additional shares will result in a change of control of the issuer. Accordingly, absent shareholder approval, the holders of warrants issued between October 22, 2020 and November 19, 2020 to purchase an aggregate of 2,627,394 shares of Common Stock are prohibited from exercising the warrants and receiving shares of Common Stock unless stockholder approval is obtained for the warrants. The Company anticipates seeking stockholder approval for the exercise of all the warrants during the quarter ended June 30, 2021. (vi) On October 22, 2020, promissory note in the aggregate principal face amount of $2,000,000 . (vii) On October 27, 2020, promissory notes in the aggregate principal face amount of $850,000 . (viii) On October 27, 2020, promissory notes in the aggregate principal face amount of $350,000 . (ix) On November 19, 2020, promissory notes in the aggregate principal face amount of $2,250,000 . The following table summarizes information about common stock warrants outstanding at December 31, 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 3.25 $ — 6,500 $— $0.88 - $1.91 3,237,016 4.30 $ 1.43 3,237,016 $0.88 - $1.91 $8.00 - $19.80 53,452 3.37 $ 12.74 53,452 $8.00 - $19.80 $440 - $920 16,225 2.19 $ 733.40 16,225 $440 - $920 $1,040 - $2,000 2,367 2.18 $ 1,404.85 2,367 $1,040 - $2,000 $0.88 - $2,000 3,315,560 4.27 $ 6.19 3,315,560 $6.19 The Company has valued the warrants at their date of grant utilizing the Black-Scholes option pricing model. This model is dependent upon several variables such as the warrants’ term, exercise price, current stock price, risk-free interest rate and estimated volatility of our stock over the contractual term of the warrants. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the contractual life of the warrants. The Company utilized the Black-Scholes option pricing model and the assumptions used during the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 December 31, 2019 Weighted average risk free interest rate 0.12% — 1.38% 1.75% — 2.28% Weighted average life (in years) 1.42 — 5 5.0 Volatility 86.3% — 104.6 85.5% —87.5% Expected dividend yield 0 % 0 % Weighted average grant-date fair value per $ 1.21 $ 10.34 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
Other Current Liabilities | |
OTHER CURRENT LIABILITIES | 16. OTHER CURRENT LIABILITIES Other current liabilities at December 31, 2020 and 2019 consist of: December 31, 2020 2019 Accrued payroll and payroll taxes $ 1,411,728 $ 1,237,054 Warranty liability 90,640 80,412 Other accrued expenses 287,457 218,380 $ 1,789,825 $ 1,535,846 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
LEASES | 17. LEASES We have operating leases for office space and restaurant locations. Our leases have remaining lease terms of 2 months to 11 years, some of which may include options to extend the leases perpetually, and some of which may include options to terminate the leases within 1 year. The following table provides a summary of leases by balance sheet category as of December 31, 2020: December 31, 2020 Operating right-of-use assets $ 4,317,778 Operating lease liability - current 524,326 Operating lease liability - non-current 3,854,573 The components of lease expenses for the year ended December 31, 2020, were as follows: Year Ended December 31, 2020 Operating lease cost $ 951,196 Short-term lease cost - Variable lease cost 106,927 The following tables provides a summary of other information related to leases for the year ended December 31, 2020: December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,024,478 Right-of-use assets obtained in exchange for new operating lease liabilities $ - Weighted-average remaining lease term - operating leases 7.3 years Weighted-average discount rate - operating leases 10 % Maturity of lease liabilities under our non-cancellable operating leases as of December 31, 2020, are as follows: Payments due by period 2021 $ 938,240 2022 929,925 2023 952,526 2024 914,693 2025 697,692 Thereafter 1,793,975 Total lease payments 6,227,051 Less interest (1,848,152 ) Present value of lease liabilities $ 4,378,899 |
ADVANCES ON FUTURE RECEIPTS
ADVANCES ON FUTURE RECEIPTS | 12 Months Ended |
Dec. 31, 2020 | |
Advances On Future Receipts | |
ADVANCES ON FUTURE RECEIPTS | 18. ADVANCES ON FUTURE RECEIPTS Advances on future receipts as of December 31, 2020 and 2019 were nil and $2,210,392. Future receipts include cash, check, ACH, credit card, debit card, bank card, charge card or other form of monetary payment. The Agreements on Future Receipts had been personally guaranteed by the Company’s Executive Chairman and in one instance had also been guaranteed by Philou. During the years ended December 31, 2020 and 2019, non-cash interest expense of $86,506 and $495,361, respectively, was recorded from the amortization of debt discounts that were recognized at inception of the agreements based primarily upon the difference between the amount of future receipts sold and the actual proceeds received. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | 19. NOTES PAYABLE Notes Payable at December 31, 2020 and 2019, are comprised of the following. December 31, 2020 2019 Esousa purchased notes $ - $ 2,828,323 Esousa additional purchased notes 200,000 632,000 Other short-term notes payable 1,088,899 1,050,339 Notes payable to Wells Fargo 182,615 290,560 Note payable to Dept. of Economic and Community Development 196,597 229,096 Paycheck Protection Program Loans 1,162,302 — SBA Economic Injury Disaster Loan 150,000 — Enertec Short term bank credit 1,404,096 1,622,337 Total notes payable 4,384,509 6,652,655 Less: Unamortized debt discounts — (29,348 ) Unamortized financing cost — (3,668 ) Total notes payable, net of financing cost 4,384,509 6,619,639 Less: current portion (4,048,009 ) (6,137,015 ) Notes payable – long-term portion $ 336,500 $ 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 following debt securities were acquired by Esousa pursuant to the Master Exchange Agreement: Dominion short-term promissory note On June 18, 2019, the Company entered into a securities purchase agreement with Dominion Capital, LLC, a Connecticut limited liability company (“Dominion”), to sell a 10% senior secured promissory note with a principal face amount of $2,900,000 and issue 12,500 shares of the Company’s common stock (see Note 24). In addition, Ault & Company had guaranteed the prompt and complete payment and performance of the obligations of the Company pursuant to this senior secured promissory note. Pursuant to the terms of the note, the Company was required to make six monthly amortization payments beginning on July 18, 2019. The Company did not make these payments. On February 10, 2020, the Dominion short-term promissory note was acquired pursuant to the terms of a Master Exchange Agreement. 8% short-term promissory note On August 16, 2018, as amended on November 29, 2018, the Company entered into a securities purchase agreement with an institutional investor providing for the issuance of an 8% promissory note in the principal amount of $318,150, due February 15, 2019. On February 10, 2020, the 8% short-term promissory note in the principal amount of $318,150 was acquired pursuant to the terms of the Master Exchange Agreement. May 2020 promissory notes 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 plus accrued interest of $118,985 for a new note due and payable on June 30, 2020. In addition, pursuant to the agreement, the Company issued to the investor a note due and payable on November 28, 2020, for a purchase price of $160,000, with an aggregate principal face amount of $200,000 and an original issue discount (“OID”) of twenty percent (20%). The Company also issued to the investor a five-year warrant to purchase an aggregate of 400,000 shares of Common Stock at an exercise price of $1.07. On July 30, 2020, the May 2020 promissory notes in the principal amount of $554,781 plus accrued interest of $44,734 were acquired pursuant to the terms of the Master Exchange Agreement. 12% promissory note On February 5, 2020, the Company issued a 12% promissory note in the principal face amount of $585,919. The 12% promissory note was issued pursuant an exchange agreement (the “February 2020 Exchange Agreement”) with an institutional investor (see Note 21) and was due upon issuance. On August 7, 2020, the 12% promissory note in the principal amount of $585,919 plus accrued interest of $162,863 was acquired pursuant to the terms of the Master Exchange Agreement. 12% July 2019 convertible promissory note On March 23, 2018, the Company entered into a securities purchase agreement pursuant to which it issued a 12% promissory note including a 10% OID. The promissory note was in the principal amount of $1,000,000, was sold for $900,000, accrued simple interest at 12% and was due on June 22, 2018. On July 3, 2019, the Company entered into an exchange agreement with the institutional investor pursuant to which, in exchange for the term promissory note issued by the Company to the investor on March 23, 2018, we sold a convertible promissory note in the principal face amount of $1,292,000 plus a default premium of $200,000, and (ii) a five-year warrant to purchase of 25,000 shares of our common stock at an exercise price of $8.80 per share. This convertible promissory note was in the aggregate principal amount of $1,492,000 and accrued interest at 12% per annum. The principal and all accrued and unpaid interest was due on January 22, 2020. Subject to certain beneficial ownership limitations, the investor had the right to convert the principal amount of this note and accrued interest earned thereon at any time into shares of Common Stock at $8.80 per share. During the year ended December 31, 2019, the Company issued 99,753 shares of Common Stock in payment of principal and interest in the amount of $860,000 and $17,837, respectively. The Company computed the fair value of the warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $142,070 based on the estimated fair value of the warrants. At the time of issuance of the note, the closing price of Common Stock was in excess of the effective conversion price, resulting in a BCF of $209,888, based on the difference between the effective conversion price and the fair value of the Company’s common stock at the commitment date of the transaction In aggregate, the Company recorded debt discount in the amount of $351,958 based on the fair values of the warrants and BCF. During the year ended December 31, 2019, non-cash interest expense of $351,958 was recorded from the amortization of debt discounts. The fair value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 1.75% was derived from the U.S. Treasury yield curve, matching the term of the warrant, in effect at the measurement date. The volatility factor of 85.47% was determined based on historical stock prices of similar technology companies. 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 December 31, 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 December 31, 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 year ended December 31, 2020, the Company issued to the investor an aggregate of 8,332,904 shares of the Company’s common stock upon the exchange of principal and interest in the amount of $4,401,023 and $2,142,504, respectively. A loss on extinguishment of $15,488,644 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. During January 2021, the remaining outstanding principal and accrued interest of $200,000 and $15,948, respectively, of debt securities acquired by Esousa was satisfied through the issuance of 183,214 shares of Common Stock. The Company recognized a loss on extinguishment of $551,718 as a result of this issuance (see Note 28). Esousa short-term promissory notes During the year ended December 31, 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 1,536,655 shares of Common Stock at an average exercise price equal to $1.43 per share of Common Stock. The Esousa 12% short-term promissory notes had a term of three months and were repaid at December 31, 2020. 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 $836,725 based on the estimated fair value of the warrants. During the year ended December 31, 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 100.82% and was determined based on historical stock prices of similar technology companies. Between August 2020 and October 2020, the Company also received $3,200,000 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 1,303,863 shares of Common Stock at an average exercise price of $2.70 per share of Common Stock. The notes had a term of three months from the date the Company received the proceeds and were repaid at December 31, 2020. The Company is prohibited from issuing the Common Stock issuable upon exercise of the warrants until stockholder approval of such issuance of securities is obtained as required by applicable NYSE American listing rules and subsequently, authorization from the NYSE American (the “Required Approvals”). The Company shall seek stockholder approval at its annual meeting of stockholders expected to be held during the quarter ended June 30, 2021. If the Required Approvals are received, the warrants shall be immediately exercisable, including, at the option of Esousa, by means of a cashless exercise. 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 $3,062,644 based on the estimated fair value of the warrants. During the year ended December 31, 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 0.12% and 0.17% 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 of 104.56% was determined based on historical stock prices of similar technology companies. Other short-term notes payable (i) On August 23, 2018, DP Lending issued an unsecured promissory note in the principal amount of $85,000 to an accredited investor. During the year ended December 31, 2019, the Company made principal payments of $46,500 resulting in a remaining outstanding balance of $38,500. . (ii) On October 9, 2018, DP Lending issued a promissory note in the principal amount of $60,000 to an accredited investor. During the year ended December 31, 2019, the Company made principal payments of $33,301 resulting in an outstanding balance of $26,699 which was repaid during the year ended December 31, 2020. (iii) On July 11, 2019, the Company entered into a non-binding term sheet with Ding Gu to sell, for a purchase price of $400,000, a 12% original issue discount promissory note with an aggregate principal face amount of $440,000. Definitive documents have not been executed and a dispute has arisen over the transaction. On January 17, 2020, Mr. Gu. filed a complaint in the Supreme Court of the State of New York (see note 23) regarding the terms of this non-binding term sheet and those of a 4% convertible promissory note, in the amount of $660,000 (see note 21), seeking, among other things, monetary damages in excess of $1,100,000. (iv) Between September 2019 and December 2019, DP Lending entered into a series of 12% three year term promissory notes in the aggregate amount of $155,000. These notes remain outstanding at December 31, 2020. (v) During November 2019, the Company entered into a short term promissory note in the aggregate principal amount of $360,000. The promissory note contained an original issue discount of $60,000 resulting in net proceeds of $300,000. The interest rate on the promissory note was 12% per annum and was payable on the maturity date, February 14, 2020. (vi) Pursuant to the terms of the purchase agreement with Power-Plus, the Company entered into a two-year promissory note in the amount of $255,000 payable to the former owner as part of the purchase consideration. On October 18, 2017, for cancellation of debt, the Company entered into a subscription agreement with the former owner under which the Company sold 173 shares of common stock at $537.57 per share for an aggregate purchase price of $93,000. At December 31, 2020 and 2019, the outstanding balance on this note was $13,250. (vii) Microphase utilizes a $20,000 overdraft credit line at People’s United Bank with an annual interest rate of 15%. At December 31, 2020 and 2019, the balance of that overdraft credit line was $17,101 and $16,890, respectively. Notes payable to Wells Fargo At December 31, 2020 and 2019, Microphase had guaranteed the repayment of certain equity lines of credit in the aggregate amount of $182,615 and $290,560, respectively, with Wells Fargo Bank, NA (“Wells Fargo”) (collectively, the “Wells Fargo Notes”). These loans originated prior to the Company’s acquisition of Microphase and Microphase was the recipient of the actual proceeds from the loans. As of December 31, 2020, the first line of credit, which is secured by residential real estate owned by a former officer, had an outstanding balance of $182,615, with an annual interest rate of 4.00%. The second Wells Fargo equity line originated in 2014 when Microphase had received working capital loans from the former CEO from funds that were drawn against the second Wells Fargo equity line. During the year ended December 31, 2020, the second Wells Fargo equity line was repaid by the estate of Microphase’s former CEO. Note payable to Dept. of Economic and Community Development In August 2016, Microphase received a $300,000 loan, of which $103,403 has been repaid, pursuant to the State of Connecticut Small Business Express Job Creation Incentive Program which is administered through the Department of Economic and Community Development (“DECD”) (the “DECD Note”). The DECD Note accrues interest at a rate of 3% per annum and is due in August 2026. Payment of principal and interest commenced in September 2017, payable in equal monthly installments over the remaining term. Paycheck Protection Program In March 2020, U.S. lawmakers agreed on the passage of a $2 trillion stimulus bill called the to blunt the impact of an economic downturn set in motion by the global coronavirus pandemic. 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. 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 Common Stock at an exercise price of $2.43 per share of Common Stock. These notes had a term of three months and were repaid during the quarter ended December 31, 2020. The warrants were exercised on a cashless basis which resulted in the issuance of 438,077 shares of Common Stock (see Note 24). These warrants to purchase Common Stock did not qualify to be treated as equity, and accordingly, were recorded as a liability. The Company was required to present these instruments at fair value at each reporting date and any changes in fair values were 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 $765,082 based on the estimated fair value of the warrants. During the year ended December 31, 2020, the entire amount of debt discount was amortized as non-cash interest expense. The risk-free rate was 0.32% and was derived from the U.S. Treasury yield curve, matching the term of the warrants, in effect at the measurement date. The volatility factor of 135% was derived from the stated terms of the warrants. Enertec short-term bank credit and secured promissory note At December 31, 2020 and 2019, Enertec had short term bank credit of $1,404,096 and $1,622,337, respectively, that bears interest at prime plus 0.7% through 3.85% paid either on a monthly or weekly basis. Further, the Company has undertaken to comply with certain covenants under its bank loan. On December 28, 2018, Enertec entered into a $500,000 secured promissory note (the “Enertec Note”), whereby Enertec agreed to pay interest in an amount of 10% per annum in cash to the investor, beginning on January 15, 2019, on a monthly basis, until the Enertec Note was paid in full. The proceeds from the Enertec Note were received in January 2019. The Enertec Note was paid from proceeds received in the April 2, 2019 public offering (see note 24). In connection with the Enertec Note, the Company’s Executive Chairman provided a personal guarantee for the benefit of the investor. |
NOTES PAYABLE - RELATED PARTIES
NOTES PAYABLE - RELATED PARTIES | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable [Abstract] | |
NOTES PAYABLE - RELATED PARTIES | 20. NOTES PAYABLE – RELATED PARTIES Notes Payable – Related parties at December 31, 2020 and 2019, are comprised of the following: December 31, 2020 2019 Notes payable, related parties $ 239,355 $ 284,317 Less: current portion (187,818 ) (169,153 ) Notes payable, related parties – long-term portion $ 51,537 $ 115,164 Microphase is party to several notes payable agreements with its past officers, employees and their family members. As of December 31, 2020, the aggregate outstanding balance pursuant to these notes payable agreements, inclusive of $35,351 of accrued interest, was $274,706, with annual interest rates ranging between 3.00% and 6.00%. During the years ended December 31, 2020 and 2019, Microphase incurred $8,865 and $6,852, respectively, of interest on these notes. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2020 | |
Long-term Debt, Unclassified [Abstract] | |
CONVERTIBLE NOTES | 21. CONVERTIBLE NOTES Convertible Notes Payable at December 31, 2020 and 2019, are comprised of the following: 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 Total convertible notes payable 660,000 2,760,990 Less: Unamortized debt discounts (273,717 ) (355,227 ) Total convertible notes payable, net of financing cost $ 386,283 $ 2,405,763 Less: current portion — (2,100,990 ) Convertible notes payable, net of financing cost – long-term portion $ 386,283 $ 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 was convertible into shares of Common Stock at a conversion price of $1.80 per share. During the year ended December 31, 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 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 (the “September 2019 Exchange Agreement”). 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. On February 25, 2020, the Company issued to the investor 203,448 shares of Common Stock upon the conversion of principal of $295,000. During the year ended December 31, 2020, Esousa purchased the 12% promissory note in the principal amount of $585,919 from the institutional investor (See Note 19). 4% Convertible Promissory Note On May 20, 2019, the Company entered into a securities purchase agreement with an investor to sell, for a purchase price of $500,000, a 4% original issue discount (“OID”) convertible promissory note with an aggregate principal face amount of $660,000 and a five-year warrant to purchase an aggregate of 12,500 shares of the Company’s common stock. The Company is required to make quarterly interest payments and the principal amount of the note is due on May 20, 2024. The note is convertible into shares of Common Stock at $4.00 per share. The exercise price of the warrant is $12.00 per share. In addition, the Executive Chairman of the Company agreed to guarantee and act as surety for the Company’s obligation to repay the note pursuant to a personal guarantee. The Company computed the fair value of the warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $58,448 based on the estimated fair value of the warrants. At the time of issuance of the note, the closing price of the Common Stock was in excess of the effective conversion price, resulting in a beneficial conversion feature (“BCF”) In aggregate, the Company recorded a debt discount in the amount of $406,896 based on the relative fair values of the warrants, BCF and OID. During the years ended December 31, 2020 and 2019, non-cash interest expense of $81,510 and $51,669, respectively, was recorded from the amortization of debt discounts. The fair value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 2.18% was derived from the U.S. Treasury yield curve, matching the term of the warrant, in effect at the measurement date. The volatility factor of 87.51% was determined based on historical stock prices of similar technology companies. 12% November 2019 Convertible Promissory Note On November 4, 2019, the Company entered into an exchange agreement with an investor pursuant to which, in exchange for an OID promissory note issued by the Company for the benefit of the investor on July 25, 2019, as amended, the Company sold to the investor a new convertible promissory note in the principal amount of $350,000 with an interest rate of 12% per annum. The note was convertible into shares of Common Stock at a conversion price of $1.20 per share, subject to adjustments. Principal and interest on this note was due on July 4, 2020. Since the exchange provided the institutional investor with a substantive conversion feature, the debt instruments were determined to be substantially different and a loss on extinguishment of $30,053 was recognized. During the year ended December 31, 2020, the Company issued 320,483 shares of Common Stock upon the conversion of . 10% 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 Common Stock equal to the lesser of 157,143 or 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. During the year ended December 31, 2020, pursuant to the terms of the convertible promissory note, the Company issued to the investor 90,299 shares of Common Stock upon the exchange of principal and interest in the amount of $100,000 and $5,317, respectively. A loss on extinguishment of $83,682 was recognized on the issuance of Common Stock based on the fair value of the Common Stock at the date of the exchange. 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 $53,763 based on the estimated fair value of the warrants. During the year ended December 31, 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 rate was 0.44% and was derived from the U.S. Treasury yield curve, matching the term of the warrants, in effect at the measurement date. The volatility factor of 94.51% was determined based on historical stock prices for similar technology companies. During December 2020, the Company issued 45,150 shares of Common Stock, the equivalent of 50% of the number of shares of Common Stock issued upon conversion of the convertible promissory note, upon the cash exercise of these warrants (see Note 24). These warrants to purchase Common Stock did not qualify to be treated as equity, and accordingly, were recorded as a liability. The Company was required to present these instruments at fair value at each reporting date and any changes in fair values were recorded as an adjustment to earnings. September 2019 Exchange Agreement On July 2, 2019, the Company entered into an exchange agreement with an institutional investor pursuant to which, in exchange for a term promissory note issued by the Company to the investor on September 21, 2018, in the principal face amount of $526,316, the Company sold to the investor a new convertible promissory note in the principal amount of $783,031 with an interest rate of 12% per annum and a maturity date of December 31, 2019. This note was convertible into shares of Common Stock at a conversion price equal to the greater of (A) $8.80 or (B) 80% of the lowest daily VWAP in the three trading days prior to the date of conversion. Since the exchange provided the institutional investor with a substantive conversion feature, the debt instruments were determined to be substantially different and a loss on extinguishment of $36,999 was recognized. Further, at the time of issuance of the 12% Convertible Note, the closing price of the Company’s common stock was in excess of the conversion price, resulting in a BCF. At issuance, the intrinsic value of the BCF totaled $71,185, based on the difference between the effective conversion price and the fair value of the Company’s common stock at the commitment date of the transaction. During the year ended December 31, 2019, non-cash interest expense of $71,185 was recorded from the amortization of debt discounts attributed to the 12% Convertible Note. On September 26, 2019, principal and interest on the 12% Convertible Note was exchanged for a convertible promissory note in the principal amount of $815,218 with an interest rate of 12% per annum and a maturity date of December 31, 2019. This note is convertible into shares of Common Stock at a conversion price of $4.00. The Company recognized an additional loss on extinguishment of $11,647. |
CONVERTIBLE NOTE - RELATED PART
CONVERTIBLE NOTE - RELATED PARTY | 12 Months Ended |
Dec. 31, 2020 | |
Investment in warrants and common stock of AVLP and Alzamend | |
CONVERTIBLE NOTE PAYABLE - RELATED PARTY | 22. CONVERTIBLE NOTE – 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, Inc. (“ the “Ault & Company Convertible Note”). The principal amount of this note, plus any accrued and unpaid interest at a rate of 8% per annum, was due and payable on August 5, 2020. The Ault & Company Convertible Note is convertible into 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 bt (“ASC 470”). At issuance, the intrinsic value of the BCF totaled $68,966, based on the difference between the effective conversion price and the fair value of the Common Stock at the commitment date of the transaction. The Company was prohibited from issuing the shares of Common Stock issuable pursuant to the Ault & Company Convertible Note unless stockholder approval of such issuance of securities was obtained. The Company received stockholder approval on July 8, 2020. On August 20, 2020, the Company issued 413,793 shares of Common Stock upon the conversion of $600,000 in principal . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 23. 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 the Company 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 adopted and shall 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 agreed upon a payment of attorneys’ fees in the amount of $600,000, which sum was paid by our Director & Officer liability insurance. The Settlement Agreement contains no admission of wrongdoing. The Company has always maintained and continues to believe that neither it nor any of its 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 a subsidiary of the Company, filed a Complaint (the “Complaint”) in the United States District Court for the Southern District of New York against the Company and its 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 the Company and its 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. The Company believes that these claims are without merit and intend to vigorously defend them. On April 13, 2020, the Company and its subsidiary jointly filed a motion to dismiss the Complaint in its entirety as against the Company, and the promissory estoppel claim as against its subsidiary. On the same day, the Company’s 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, the Company and its subsidiary, jointly filed a motion to dismiss the Amended Complaint in its entirety as against the Company, and the promissory estoppel claim as against of its subsidiary. On the same day, the Company’s subsidiary also filed a partial Answer to the Amended Complaint in connection with the breach of contract claim. In its partial Answer, the Company’s subsidiary admitted to the validity of the contract at issue and also asserted numerous affirmative defenses concerning the proper calculation of damages. On December 4, 2020, the Court issued an Order directing the Parties to engage in limited discovery (the “Limited Discovery”) which was completed on March 4, 2021. In connection therewith, the Court also denied Defendants’ Motion to Dismiss without prejudice. The Company and its subsidiary have informed the Court that they intend to file a revised motion to dismiss the Amended Complaint and anticipate filing such motion to dismiss when the Court issues a briefing schedule. Based on the Company’s assessment of the facts underlying the claims, the uncertainty of litigation, and the preliminary stage of the case, the Company cannot reasonably estimate the potential loss or range of loss that may result from this action. Notwithstanding, the Company has established a reserve in the amount of the unpaid portion of the purchase agreement. An unfavorable outcome may have a material adverse effect on 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 the Company and its Executive Chairman, 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 the Company, as well as Gu and Ault, in or about May 2019; and (ii) a term sheet entered into between Plaintiffs and the Company, 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 the Company to deliver unrestricted shares of Common Stock to Gu, plus attorneys’ fees and costs. The Company believes that these claims are without merit and intend to vigorously defend them. On May 4, 2020, the Company 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 the Company’s joint motion to dismiss. The motion to dismiss has been fully briefed and is currently pending before the court. Based on the Company’s assessment of the facts underlying the above claims, the uncertainty of litigation, and the preliminary stage of the case, the Company 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 believes that the Company has operated its business in compliance with all applicable laws and regulations. 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. 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. Sichenzia Ross Ference LLP On November 20, 2020, the Company’s former counsel, Sichenzia Ross Ference LLP as successor to Sichenzia Ross Ference Kesner LLP (“SRF”) filed a Complaint in the United States District Court for the Southern District of New York against the Company and two of its subsidiaries (collectively, the “Company Defendants”), in an action captioned Sichenzia Ross Ference LLP as successor to Sichenzia Ross Ference Kesner LLP v. Digital Power Corporation, et al., Case No. 20-CV-09811-JGK. The Complaint asserts claims for breach of contract, account stated, unjust enrichment and quantum meruit, against the Company Defendants, and seeks monetary damages in the amount of $2,558,121 plus interest thereon. On January 4, 2021, the Company Defendants filed a motion for a more definite statement. On January 11, 2021, the Court held a conference in connection with the Company Defendants’ Motion wherein the Court denied the Company Defendants’ Motion as moot, ordered SRF to amend its Complaint by on or before January 25, 2021, and referred the matter to mediation. On January 25, 2021, SRF filed a First Amended Complaint in the action and dropped the two subsidiaries as parties to the action. The First Amended Complaint asserts claims for breach of contract, account stated, unjust enrichment and quantum meruit, against the Company, and seeks monetary damages in the amount of $2,518,468 plus interest thereon. On or about February 18, 2021, SRF, the Company Defendants, and various of the Company Defendants’ related parties entered into a confidential settlement agreement. On or about February 23, 2021, SRF filed, on behalf of itself and the Company Defendants, a stipulation of voluntary dismissal, with prejudice. Other Litigation Matters 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. The Company records a liability when it believes that it is probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the reasonably possible loss. The Company evaluates developments in its legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and makes 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 the Company’s other outstanding matters, based on the Company’s current knowledge, the Company believes that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on the Company’s 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 | 12 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 24. STOCKHOLDERS’ EQUITY Amendments to Certificate of Incorporation On January 3, 2019, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, with the Secretary of State of the State of Delaware, to effectuate an increase to the number of authorized shares of common stock of the Company. Pursuant to the Certificate of Amendment, the Company increased the number of authorized shares of its Class A common stock to 500,000,000 from 200,000,000 (the “Authorized Increase”). The number of authorized shares of the Company’s Class B common stock remains at 25,000,000 and the number of authorized shares of the Company’s preferred stock remains at 25,000,000. As a result of the increase of authorized shares of the Company’s Class A common stock, the aggregate number of the Company’s authorized shares is 550,000,000. The Authorized Increase was approved by the Company’s board of directors as of December 28, 2018, and approved by a vote of the stockholders of the Company at the December 28, 2018 Annual Meeting of Stockholders. The Certificate of Amendment became effective upon filing with the State of Delaware on January 3, 2019. On March 14, 2019, pursuant to the authorization provided by the Company’s stockholders . with no change in authorized shares or par value per share. At the Company’s reconvened 2019 Annual Meeting of Stockholders, the Company’s stockholders approved a proposal permitting the Board to effectuate a second reverse stock split (the “Second Reverse Stock Split”) of the Company’s issued and outstanding common stock. Thereafter, on July 23, 2019, the Board approved the Second Reverse Stock Split with a ratio of one-for-forty. As a result of the Second Reverse Stock Split, each forty (40) shares of common stock issued and outstanding prior to the Second Reverse Stock Split were converted into one (1) share of common stock, with no change in authorized shares or par value per share. Preferred Stock The Company is authorized to issue 25,000,000 shares of Preferred Stock $0.001 par value. The Board has designated 1,000,000 shares as Series A Convertible Preferred Stock (the “Series A Preferred Stock”), 500,000 shares as Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and 2,500 shares as Series C Convertible Redeemable Preferred Stock (the “Series C Preferred Stock”). The rights, preferences, privileges and restrictions on the remaining authorized 23,497,500 shares of Preferred Stock have not been determined. The Board is authorized to designate a new series of preferred shares and determine the number of shares, as well as the rights, preferences, privileges and restrictions granted to or imposed upon any series of preferred shares. As of December 31, 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, referred to herein as the Common Stock. 2019 Issuances Wilson-Davis & Co. ATM Offering On October 10, 2018, the Company entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Wilson-Davis & Co., Inc., as sales agent (the “Agent”) to sell shares of its common stock, having an aggregate offering price of up to $25,000,000 (the “Shares”) from time to time, through an “at the market offering” program (the “WDCO ATM Offering”). During the year ended December 31, 2019, the Company had received gross proceeds of $4,656,051 through the sale of 119,791 shares of the Company’s common stock through the WDCO ATM Offering. The offer and sale of the shares through the WDCO ATM Offering were made pursuant to our then effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-222132) filed with the SEC on December 18, 2017, amended on January 8, 2018, and declared effective by the SEC on January 11, 2018, and a prospectus supplement related to the WDCO ATM Offering, dated October 15, 2018. Public Offering On March 29, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with A.G.P./Alliance Global Partners (the “Underwriter”), pursuant to which the Company agreed to issue and sell an aggregate of (a) 71,388 shares of its common stock (the “Shares”) together with warrants to purchase 71,388 shares of common stock (the “Common Warrants”) and (b) pre-funded warrants to purchase up to 317,500 shares of its common stock (the “Pre-Funded Warrants”) together with a number of Common Warrants to purchase 317,500 shares of common stock (the “Offering”). The Shares were sold to the purchasers at the public offering price of $17.60 per share (the “Offering Price”). The Common Warrants were sold at a public offering price of $0.40 per Common Warrant. The Pre-Funded Warrants were offered to each purchaser whose purchase of the Shares and the Common Warrant in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company’s outstanding common stock immediately following the consummation of the Offering. The purchase price of each Pre-Funded Warrant equaled the Offering Price at which the Shares were sold to the public in the Offering, minus $0.40, and the exercise price of each Pre-Funded Warrant equaled $0.40 per share. In addition, the Company has also issued the Underwriter a warrant to purchase a maximum of 15,550 additional shares of common stock at an initial exercise price of $19.80 per share, with a term of five years (the “Underwriter Warrants”). The Common Warrants are exercisable at any time after the date of issuance at an exercise price of $0.45 per share. However, since the volume weighted average price of the Company’s common stock on or after May 2, 2019, was less than $0.45 per share, the Common Warrant is exercisable by means of a cashless exercise such that the holder of the Common Warrant shall receive one common share for each warrant held. Upon issuance, the Common Warrants, Pre-Funded Warrants and Underwriter Warrants (the “Offering Warrants”) were recorded at fair value and classified as a liability due to the attributes of the warrants, which included both cash settlement features and registration obligations. Since the fair value of the Offering Warrants exceeded the proceeds from the Offering the Company recognized a loss on issuance of warrants of $1,763,481. The fair value of the Offering Warrants was re-measured at each financial reporting period and immediately before exercise, with any changes in fair value recorded as change in fair value of warrant liability in the Consolidated Statements of Operations and Comprehensive Loss. The fair value at issuance was calculated using a Black-Scholes option pricing model using a risk-free interest rate of 2.28%, an expected life of 5 years, expected dividends of zero and expected volatility of 87.51%. The Company received net proceeds from the Offering of $6,204,717, after deducting underwriting discounts and commissions and offering expenses. The Company used the net proceeds from the Offering primarily for the repayment of debt. The Offering closed on April 2, 2019 and as of December 31, 2019, the Company had issued a total of 771,275 shares of its common stock, inclusive of shares issued pursuant to the exercise of 317,500 Pre-Funded Warrants and 382,387 shares issued pursuant to the cashless exercise of the Common Warrants. 2019 Ascendiant ATM Offering On August 6, 2019, the Company entered into an At-The-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC, as sales agent to sell shares of the Company’s common stock having an aggregate offering price of up to $5,500,000 (the “ATM Offering”). The offer and sale of the Company’s common stock was made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-222132) filed with the Securities and Exchange Commission (the “Commission”) on December 18, 2017, amended on January 8, 2018, and declared effective by the SEC on January 11, 2018, and a prospectus supplement related to the ATM Offering, dated August 6, 2019. Through December 31, 2019, the Company had received gross proceeds of $5,499,999 through the sale of 1,819,826 shares of the Company’s common stock from the ATM Offering. Issuance of Common Stock for Services During the year ended December 31, 2019, the Company issued to its consultants a total 69,375 shares of its Common Stock with an aggregate value of $338,619, an average of $4.88 per share for services rendered. Issuance of common stock for conversion of debt During the year ended December 31, 2019, principal and accrued interest of $4,238,878 and $497,417, respectively, on the Company’s debt securities was satisfied through the issuance of 370,473 shares of Common Stock. Issuance of common stock in payment of accrued liability During the year ended December 31, 2019, the Company issued 66,740 shares of Common Stock in satisfaction of accrued liabilities of $175,377. 2020 Issuances 2020 Ascendiant ATM Offering On October 2, 2020, the Company entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC to sell shares of Common Stock having an aggregate offering price of up to $8,975,000 from time to time, through an “at the market offering” program (the “2020 ATM Offering”). On December 1, 2020, the Company filed an amendment to the prospectus supplement with the SEC to increase the amount of Common Stock that may be offered and sold in the ATM Offering, as amended under the Sales Agreement to $40,000,000 in the aggregate, inclusive of the up to $8,975,000 in shares of Common Stock previously sold in the 2020 ATM Offering. The offer and sale of shares of Common Stock from the 2020 ATM Offering was made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-222132) which became effective on January 11, 2018. Through December 31, 2020, the Company had received gross proceeds of $39,978,350 through the sale of 12,582,000 shares of Common Stock from the 2020 ATM Offering. The 2020 ATM Offering was terminated on December 31, 2020. Issuances of Common Stock for Services During the year ended December 31, 2020, the Company issued 102,500 shares of 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 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 660,667 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 Common Stock in satisfaction of accrued liabilities of $73,154 (see Note 19). During the year ended December 31, 2020, the Company issued 217,398 shares of Common Stock in satisfaction of accrued liabilities of $639,991. Issuance of common stock for conversion of debt During the year ended December 31, 2020, principal and accrued interest of $6,411,795 and $2,196,599, respectively, on the Company’s debt securities was satisfied through the issuance of 9,632,219 shares of Common Stock. The Company recognized a loss on extinguishment of $15,572,326 as a result of these issuances. On August 20, 2020, the Company issued 413,793 shares of Common Stock upon the conversion of $600,000 in principal Issuance of common stock upon exercise of warrants Between November 24, 2020 and December 17, 2020, the Company issued a total of 814,095 shares of Common Stock upon the cash and cashless exercise of warrants to purchase an aggregate of 919,134 shares of Common Stock. These warrants were issued in conjunction with the following debt financings: (i) the 10% Convertible Promissory Note issued on April 13, 2020 (see Note 21), (ii) the May 2020 Promissory Notes issued on May 28, 2020 (see Note 19) and (iii) the June ’20 Short-Term Promissory Notes issued on June 26, 2020 (see Note 19). The Company received cash of $52,826 and extinguished warrant liabilities of $824,349 as a result of these warrant exercises. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 25. INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes. Significant components of the Company's deferred tax assets are as follows: 2020 2019 Deferred tax asset: Allowance for doubtful accts $ 359,598 $ 163,123 UNICAP 9,904 16,314 Obsolete inventory 2,811 41,131 Reserves — 1,641,874 Warrant liability — 2,330 Accrued compensation 138,283 89,089 Credit carryforwards 142,484 142,484 Stock compensation 880,766 430,274 Fixed assets, net 483,923 1,278,863 Contribution, carryforward 70 62 Accrued interest expense 68,148 22,414 Net operating loss carryforwards 5,912,511 11,602,532 Lease liability 798,047 899,722 Credit loss 559,593 995,184 Accrued expenses 461,973 Excess of capital losses over capital gains 123,297 Total deferred tax asset 9,941,408 17,325,396 Deferred tax liability: ROU assets (756,204 ) (870,886 ) Intangible assets, net (160,318 ) (209,044 ) State taxes (1,119 ) — Total deferred income tax liabilities (917,641 ) (1,079,930 ) Net deferred income tax assets 9,023,766 16,245,466 Valuation allowance (9,037,861 ) (16,308,197 ) Deferred tax asset (liability), net $ (14,095 ) $ (62,731 ) At December 31, 2020, the Company had Federal net operating loss carry forwards (“NOLs”) for income tax purposes of approximately $18,568,667 after applying the §382 limitation. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) signed in to law on March 27, 2020, provided that NOLs generated in a taxable year beginning in 2018, 2019, or 2020, may now be carried back five years and forward indefinitely. In addition, the 80% taxable income limitation is temporarily removed, allowing NOLs to fully offset net taxable income. In accordance with Section 382 of the Internal Revenue Code, the future utilization of the Company’s net operating loss to offset future taxable income is subject to an annual limitation as a result of ownership changes that have occurred previously. Management believes that such an ownership change may have occurred at various points in 2019 and 2020. The Company has estimated the Section 382 annual limitation due to this ownership change to be approximately $41,969,444. This has been used to reduce the amount of the net operating losses for which deferred tax assets have been recognized as of December 31, 2020. At December 31, 2020, Microphase, an entity not consolidated for income tax purposes, had NOLs of approximately $1,949,316 after applying the §382 limitation. NOLs generated in a taxable year beginning in 2018, 2019, or 2020, may be carried back five years and forward indefinitely. In accordance with Section 382 of the Internal Revenue Code, the future utilization of the Company’s net operating loss to offset future taxable income have been limited as a result of ownership changes that have occurred previously. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available and due to the last five years significant losses there is substantial doubt related to the Company’s ability to utilize its deferred tax assets, the Company recorded a full valuation allowance of the deferred tax asset. For the year ended December 31, 2020, the valuation allowance has decreased by $7,270,336. The 2016 through 2019 tax years remains open to examination by the Internal Revenue Service (“IRS”), the California Franchise Tax Board (“FTB”) and the Connecticut Department of Revenue (“CDR”). The IRS, FTB and CDR have the authority to examine those tax years until the applicable statute of limitations expires and the years with net operating loss carryovers when such carryovers are used. As of December 31, 2020, the Company’s foreign subsidiaries had accumulated losses for income tax purposes in the amount of approximately $2,977,113. All of the Company’s international accumulated losses were generated in the United Kingdom and Israel which have statutory tax rates of 19% and 7.5% respectively. These net operating losses may be carried forward and offset against taxable income in the future for an indefinite period. The net income tax benefit consists of the following: 2020 2019 Current US Federal $ — $ — US State — — Foreign 24,842 — Total current provision 24,842 — Deferred US Federal — — US State — — Foreign (48,636 ) (108,293 ) Total deferred benefit (23,794 ) (108,293 ) Total provision for income taxes $ (23,794 ) $ (108,293 ) The Company’s effective tax rates were 0.1% and 0.4% for the years ended December 31, 2020 and 2019, respectively. During the year ended December 31, 2020, the effective tax rate differed from the U.S. federal statutory rate primarily due to the change in the valuation allowance and the effect of changes in tax rates in future periods. The reconciliation of income tax attributable to operations computed at U.S. Federal statutory income tax rates of 21% to income tax expense is as follows: 2020 2019 Expected federal income tax benefit 21.0 % 21.0 % Beneficial conversion feature (0.1 %) (0.6 %) Deconsolidation of I.AM 1.5 % Loss on extinguishment of debt (9.8 %) State taxes net of federal benefit 8.1 % 3.5 % Foreign rate differential (0.3 %) (0.2 %) Section 382 limitation (34.7 %) — Return to provision adjustment (7.8 %) Effect of change in valuation allowance 21.1 % (21.9 %) Other 1.1 % (1.4 %) Income tax benefit 0.1 % 0.4 % The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25. ASC No. 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC No. 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. To the extent that the final tax outcome of these matters is different than the amount recorded, such differences impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. ASC No. 740-10-25 also requires management to evaluate tax positions taken by the Company and recognize a liability if the Company has taken uncertain tax positions that more likely than not would not be sustained upon examination by applicable taxing authorities. Management of the Company has evaluated tax positions taken by the Company and has concluded that as of December 31, 2020 and 2019, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability that would require disclosure in the financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 26. 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. At December 31, 2020, the Company has provided loans to AVLP in the principal amount $11,269,136 and, in addition to the 12% convertible promissory notes, AVLP has issued to the Company warrants to purchase 22,537,871 shares of AVLP common stock. Under the terms of the AVLP Loan Agreement, any notes issued by AVLP are secured by the assets of AVLP. As of December 31, 2020, the Company recorded contractual interest receivable attributed to the AVLP Loan Agreement of $2,025,475, and a provision for loan loss of $3,423,608. During the years ended December 31, 2020 and 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 December 31, 2020, the Company’s investment in AVLP common stock had an unrealized loss of $248,248. Philou is AVLP’s controlling shareholder. Mr. Ault is Chairman of AVLP’s Board of Directors and the Executive Chairman of the Company. Mr. Horne is the Chief Financial Officer and a director of AVLP and Chief Executive Officer and the Vice Chairman of the Company. Mr. Nisser is General Counsel of AVLP and President, General Counsel and a director of the Company. In March 2017, the Company was awarded a $50 million purchase order by MTIX to manufacture, install and service the Multiplex Laser Surface Enhancement (“MLSE”) plasma-laser system. On April 12, 2019, the Company received payment of $2,676,219 for manufacturing services performed on the first MLSE system. At December 31, 2020, the Company had recorded a receivable from MTIX of $1,196,379. b. At December 31, 2020, the Company has provided Alzamend a short-term advance of $750,000 and invested $50,000 in an 8% convertible promissory note. In conjunction with the issuance of the 8% convertible promissory note, Alzamend 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 Company computed the fair value of the warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded discount in the amount of $11,872 based on the estimated fair value of the warrants. During the year ended December 31, 2020, the Company recorded $8,002 of interest income for the discount accretion and $1,337 of interest income from the contractual 8% rate provided for by the convertible promissory notes. At December 31, 2020, the Company recorded a cumulative unrealized loss on its investment in warrants of Alzamend of $453, representing the difference between the cost basis and the estimated fair value of the warrants in the Company’s net loss from continuing operations on the Company’s consolidated statements of operations and comprehensive loss. During the years ended December 31, 2020 and 2019, the Company also acquired 55,263 shares of Alzamend common stock for $44,210 and 372,625 shares of Alzamend common stock for $208,100, respectively. At December 31, 2020, the unrealized gain of $38,684 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 December 31, 2020, the Company’s investment in AVLP common stock had an unrealized gain of $389,522. Mr. Ault is Executive Chairman of Alzamend’s Board of Directors and the Executive Chairman of the Company. Mr. Horne is a director of Alzamend and Chief Executive Officer and the Vice Chairman of the Company. Mr. Nisser is General Counsel and a director of Alzamend and President, General Counsel and a director of the Company. Kenneth S. Cragun is Chief Financial Officer of Alzamend and the Company. c. During the year ended December 31, 2020, Ault & Company has provided $256,507 in short-term advances, of which $256,507 was repaid and the balance as of December 31, 2020, was zero. 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 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 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 Common Stock upon the conversion of $600,000 in principal f. On June 18, 2019, Ault & Company guaranteed the prompt and complete payment and performance of a 10% senior secured promissory note with a principal face amount of $2,900,000 g. During January 2020, Milton C. Ault, III, the Company’s Executive Chairman of the Board and MCKEA guaranteed the Company’s obligation to repay a 12% short-term promissory note in the principal amount of $235,796. MCKEA is the majority member of Philou and Kristine L. Ault, the wife of Mr. Ault III, is the manager and owner of MCKEA. |
SEGMENT, CUSTOMERS AND GEOGRAPH
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION | 27. SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION The Company has three reportable segments as of December 31, 2020 and 2019; 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 Ault Global Holdings corporate expenses. Year ended December 31, 2020 GWW Coolisys Ault Alliance Total Revenue $ 18,212,721 $ 5,416,138 $ — $ 23,628,859 Revenue, lending activities — — 242,418 242,418 Total revenues $ 18,212,721 $ 5,416,138 $ 242,418 $ 23,871,277 Depreciation and amortization expense $ 586,850 $ 33,010 $ 107,513 $ 727,373 Loss from operations $ (955,299 ) $ (117,067 ) $ 19,200 $ (1,053,166 ) Capital expenditures for segment assets, as of December 30, 2020 $ 552,923 $ 26,425 $ 2,744 $ 582,092 Identifiable assets as of December 31, 2020 $ 27,897,772 $ 1,894,892 $ 45,850,718 $ 75,643,382 Year ended December 31, 2019 GWW Coolisys Ault Alliance Total Revenue $ 15,231,843 $ 5,825,666 $ — $ 21,057,509 Revenue, cryptocurrency mining — — 641,745 641,745 Revenue, lending activities — — 662,740 662,740 Total revenues $ 15,231,843 $ 5,825,666 $ 1,304,485 $ 22,361,994 Depreciation and amortization expense $ 705,873 $ 121,618 $ 2,245,676 $ 3,073,167 Loss from operations $ (828,424 ) $ (1,327,259 ) $ (8,612,277 ) $ (10,767,960 ) Capital expenditures for segment assets, as of December 31, 2019 $ 34,899 $ 133,198 $ 21,205 $ 189,302 Identifiable assets as of December 31, 2019 $ 20,847,352 $ 18,901,630 $ 3,001,426 $ 42,750,408 Concentration Risk: The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: For the Year Ended December 31, 2020 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 7,741,858 32 % Customer B $ 2,502,264 10 % For the Years Ended December 31, 2019 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 6,319,221 28 % Revenue from Customer A is attributable to Enertec. Revenue from Customer B is attributable to Microphase. For the years ended December 31, 2020 and 2019, total revenues from external customers divided on the basis of the Company’s product lines are as follows: For the Year Ended December 31, 2020 2019 Revenues: Commercial products $ 7,040,390 $ 8,953,390 Defense products 16,830,887 13,408,604 Total revenues $ 23,871,277 $ 22,361,994 Financial data relating to geographic areas: The Company’s total revenues are attributed to geographic areas based on the location. The following table presents total revenues for the years ended December 31, 2020 and 2019. Other than as shown, no foreign country or region contributed materially to revenues or long-lived assets for these periods: For the Year Ended December 31, 2020 2019 Revenues: North America $ 11,460,436 $ 10,923,146 Europe 2,328,835 8,681,023 Middle East 9,273,158 1,678,256 Other 808,848 1,079,569 Total revenues $ 23,871,277 $ 22,361,994 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 28. SUBSEQUENT EVENTS In accordance with FASB ASC 855-10, the Company has analyzed its operations subsequent to December 31, 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. 2021 ATM Offering On January 22, 2021, the Company entered into an At-The-Market Issuance Sales Agreement, as amended on February 17, 2021 and thereafter on March 5, 2021 (the “2021 Sales Agreement”) with Ascendiant Capital Markets, LLC, or the sales agent, relating to the sale of shares of Common Stock offered by a prospectus supplement and the accompanying prospectus, as amended by the amendments to the sales agreement dated February 16, 2021 and March 5, 2021. In accordance with the terms of the 2021 Sales Agreement, the Company may offer and sell shares of Common Stock having an aggregate offering price of up to $200,000,000 from time to time through the sales agent. As of March 5, 2021, the Company had sold an aggregate of 21,561,900 shares of Common Stock pursuant to the sales agreement for gross proceeds of $124,983,305. Issuance of common stock for conversion of debt During January 2021, principal and accrued interest of $200,000 and $15,948, respectively, on the Company’s debt securities was satisfied through the issuance of 183,214 shares of Common Stock. The Company recognized a loss on extinguishment of $551,718 as a result of this issuance. Acquisition of Michigan Cloud Data Center On January 29, 2021, Alliance Cloud Services, LLC, a majority-owned subsidiary of its wholly-owned subsidiary, Ault Alliance, closed on the acquisition of a 617,000 square foot energy-efficient facility located on a 34.5 acre site in southern Michigan for a purchase price of $3,991,497. The purchase price was paid by the Company using its own working capital. The facility is subject to a final corrective measures plan with the Environment Protection Agency. The seller performed remedial activities at the Michigan facility relating to historical soil and groundwater contamination and the Company is responsible for ongoing monitoring and final remediation plans. The Company’s estimated cost of the environmental remediation obligation is approximately $300,000 and reflects its best estimate of probable future costs for remediation based on the current assessment data and regulatory obligations. Future costs will depend on many factors, including the extent of work necessary to implement monitoring and final remediation plans and the Company’s time frame for remediation. The Company may incur actual costs in the future that are materially different than this estimate and such costs could have a material impact on results of operations, financial condition, and cash flows during the period in which they are recorded. Investment in Alzamend Neuro, Inc. On March 12, 2021, the Company announced that its wholly owned subsidiary, DP Lending, entered into a securities purchase agreement with Alzamend, a related party, to invest $10,000,000 in Alzamend common stock and warrants, subject to the achievement of certain milestones. The Company agreed to fund $4,000,000 upon execution of the securities purchase agreement, consisting of approximately $3,200,000 in cash and the conversion of short term advances and a convertible promissory note in the aggregate amount of $800,000, and to fund the balance upon Alzamend achieving certain milestones related to the U.S. Food and Drug Administration approval of Alzamend’s Investigational New Drug application and Phase 1a human clinical trials for Alzamend’s lithium based ionic cocrystal therapy, known as AL001. Under the securities purchase agreement, Alzamend has agreed to sell up to 6,666,667 shares of its common stock to DP Lending for $10,000,000, or $1.50 per share, and issue to DP Lending warrants to acquire up to 3,333,334 shares of Alzamend common stock with an exercise price of $3.00 per share. The transaction was approved by the Company’s independent directors after receiving a third-party valuation report of Alzamend. Investment in Ault & Company, Inc. On February 25, 2021, Ault & Company, a related party, sold and issued an 8% Secured Promissory Note in the principal amount of $2,500,000 to the Company. The principal amount of the Secured Promissory Note, plus any accrued and unpaid interest at a rate of 8% per annum, is due and payable on February 25, 2022. Executive Chairman relocation benefit On February 23, 2021, as part of a relocation benefit for our Executive Chairman, Milton C. Ault, III, related to the Company moving its corporate headquarters from Newport Beach, CA to Las Vegas, NV, the Company agreed to purchase Mr. Ault’s California residence for $2,670,000. The transaction was structured such that upon the closing of the subsequent sale of the residence, the Company shall have not recognized a gain or a loss on the transaction. The Company and Mr. Ault agreed to escrow $254,200 of the purchase price in the event of a loss on the subsequent sale of the residence. The Company has entered into an agreement for the subsequent sale of the residence, which is currently in escrow. Extension of AVLP Loan Agreement On April 13, 2021, the AVLP Loan Agreement was increased to up to $15,000,000 and extended to December 31, 2023. As of April 14, 2021, the Company has provided loans to AVLP in the principal amount $13,924,136 and, in addition to the 12% convertible promissory notes, AVLP has issued to the Company warrants to purchase 27,848,272 shares of AVLP common stock at an exercise price of $0.50 per share for a period of five years. Forgiveness of Debt On January 11, 2021, the Company received forgiveness of a loan under the PPP in the principal amount of $715,101 . Ikonics Corporation 1. Ault Global filed a Schedule 13D with the Commission on January 14, 2021 disclosing that Ault Global had, through its subsidiary DP Lending, purchased 140,719 shares (the “IKNX Shares”), or approximately 7.12% of all issued and outstanding IKNX Shares, of common stock of Ikonics Corporation (“IKNX”) at a weighted average price (“WAP”) per share of $8.48. 2. Ault Global filed a Schedule 13D/A with the Commission on January 27, 2021, disclosing that Ault Global had increased its position to 166,182 IKNX Shares, or approximately 8.41% of all issued and outstanding IKNX Shares at a WAP per share of $10.30. 3. Ault Global filed a Schedule 13D/A with the Commission on January 28, 2021, disclosing that Ault Global had increased its position to 197,634 IKNX Shares, or approximately 9.99% of all issued and outstanding IKNX Shares at a WAP per share of $9.72. SilverSun Technologies, Inc. 1. Ault Global filed a Schedule 13D with the Commission on February 1, 2021 disclosing that Ault Global had, through DP Lending, purchased 436,255 shares (the “SSNT Shares”), or approximately 9.69% of all issued and outstanding SSNT Shares, of common stock of SilverSun Technologies, Inc. (“SSNT) at a WAP per share of $4.33. In addition, the Schedule 13D disclosed that Milton C. Ault had purchased 10,000 SSNT Shares at a WAP per share of $3.57. 2. Ault Global filed a Schedule 13D/A with the Commission on March 1, 2021, disclosing that Ault Global had decreased its position to 397,937 SSNT Shares, or approximately 8.84% of all issued and outstanding SSNT Shares at a WAP per share of $9.28. 3. Ault Global filed a Schedule 13D/A with the Commission on March 4, 2021, disclosing that Ault Global had decreased its position to 387,426 SSNT Shares, or approximately 8.61% of all issued and outstanding SSNT Shares at a WAP per share of $7.24. 4. Ault Global filed a Schedule 13D/A with the Commission on March 18, 2021, disclosing that Ault Global had decreased its position to 276,774 SSNT Shares, or approximately 6.15% of all issued and outstanding SSNT Shares at a WAP per share of $7.48. 5. Ault Global filed a Schedule 13D/A with the Commission on March 26, 2021, disclosing that Ault Global had decreased its position to 75,000 SSNT Shares, or approximately 1.67% of all issued and outstanding SSNT Shares at a WAP per share of $7.11. 6. Ault Global filed a Schedule 13D with the Commission on April 5, 2021, disclosing that Ault Global had increased its position to 305,500 SSNT Shares, or approximately 6.04% of all issued and outstanding SSNT Shares at a WAP per share of $6.14. Further, the Schedule 13D disclosed that Mr. Ault had decreased his position to 8,800 SSNT Shares. Naked Brand Group, Ltd. 1. Ault Global filed a Schedule 13D with the Commission on April 8, 2021 disclosing that Ault Global had, through DP Lending, acquired 41,141,660 ordinary shares (the “NAKD Shares”), or approximately 6.41% of all issued and outstanding NAKD Shares, of Naked Brand Group Limited (“NAKD”). |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Ault Global Holdings and its wholly-owned subsidiaries, GWW, Coolisys, Digital Power Corporation (a wholly owned subsidiary of Coolisys), Gresham Power, Enertec, Relec, DP Lending, Ault Alliance, and Digital Farms and its majority-owned subsidiaries, Microphase, I.AM and Alliance Cloud Services. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Accounting Estimates | Accounting Estimates The preparation of financial statements, in conformity with U.S. GAAP, requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include acquisition accounting, fair value of certain financial instruments, reserves for trade receivables and inventories, carrying amounts of investments, 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 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 a 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 year ended December 31, 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 year ended December 31, 2020: Year ended December 31, 2020 GWW Coolisys Ault Alliance Total Primary Geographical Markets North America $ 6,717,843 $ 4,500,175 $ 242,418 $ 11,460,436 Europe 1,878,782 450,053 - 2,328,835 Middle East 9,273,158 - - 9,273,158 Other 342,938 465,910 - 808,848 $ 18,212,721 $ 5,416,138 $ 242,418 $ 23,871,277 Major Goods RF/Microwave Filters $ 4,330,091 $ — $ — $ 4,330,091 Detector logarithmic video amplifiers 473,150 — — 473,150 Power Supply Units 2,655,723 5,416,138 — 8,071,861 Power Supply Systems 1,481,922 — — 1,481,922 Healthcare diagnostic systems 1,011,574 — — 1,011,574 Defense systems 8,260,261 — — 8,260,261 Lending activities — — 242,418 242,418 $ 18,212,721 $ 5,416,138 $ 242,418 $ 23,871,277 Timing of Revenue Recognition Goods transferred at a point in time $ 8,940,886 $ 5,416,138 $ 242,418 $ 14,599,442 Services transferred over time 9,271,835 — — 9,271,835 $ 18,212,721 $ 5,416,138 $ 242,418 $ 23,871,277 The Company’s disaggregated revenues consist of the following for the year ended December 31, 2019: Year ended December 31, 2019 GWW Coolisys Ault Alliance Total Primary Geographical Markets North America $ 4,342,565 $ 5,276,096 $ 1,304,485 $ 10,923,146 Europe 1,672,489 5,767 — 1,678,256 Middle East 8,659,675 21,348 — 8,681,023 Other 557,114 522,455 — 1,079,569 $ 15,231,843 $ 5,825,666 $ 1,304,485 $ 22,361,994 Major Goods RF/Microwave filters $ 2,245,748 $ — $ — $ 2,245,748 Detector logarithmic video amplifiers 558,155 — — 558,155 Power supply units 1,656,162 5,825,666 — 7,481,828 Power supply systems 1,920,594 — — 1,920,594 Healthcare diagnostic systems 1,711,050 — — 1,711,050 Defense systems 7,140,134 — — 7,140,134 Lending activities — — 662,740 662,740 Digital currency mining — — 641,745 641,745 $ 15,231,843 $ 5,825,666 $ 1,304,485 $ 22,361,994 Timing of Revenue Recognition Goods transferred at a point in time $ 6,243,758 $ 5,825,666 $ 1,304,485 $ 13,373,909 Services transferred over time 8,988,085 — — 8,988,085 $ 15,231,843 $ 5,825,666 $ 1,304,485 $ 22,361,994 Sales of Products The Company generates revenues from the sale of its products through a direct and indirect sales force. The Company’s performance obligations to deliver products are satisfied at the point in time when products are received by the customer, which is when the customer obtains control over the goods. The Company provides standard assurance warranties, which are not separately priced, that the products function as intended. The Company primarily receives fixed consideration for sales of product. Some of the Company’s contracts with distributors include stock rotation rights after six months for slow moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. The Company’s customers generally pay within 30 days from the receipt of a valid invoice. Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC 606-10-50-14(a) of not disclosing information about its remaining performance obligations. Manufacturing Services The Company provides manufacturing services in exchange primarily for fixed fees; however, the initial two MLSE units are subject to variable pricing under the $50 million purchase order from MTIX. Under the terms of the MLSE purchase order, the Company shall be entitled to cost plus $100,000 for the manufacture of the first two MLSE units. The Company has determined that the costs of manufacturing the MLSE units will decline over time because of a learning curve which will result in a greater amount of revenue being recognized for these initial two MLSE units. For manufacturing services, which include revenues generated by Enertec and in certain instances revenues generated by Gresham Power, the Company’s performance obligation for manufacturing services is satisfied over time as the Company creates or enhances an asset based on criteria that are unique to the customer and that the customer controls as the asset is created or enhanced. Generally, the Company recognizes revenue based upon proportional performance over time using a cost to cost method which measures progress based on the costs incurred to total expected costs in satisfying its performance obligation. This method provides a depiction of the progress in providing the manufacturing service because there is a direct relationship between the costs incurred by the Company and the transfer of the manufacturing service to the customer. Manufacturing services that are recognized based upon the proportional performance method are included in the above table as services transferred over time and to the extent the customer has not been invoiced for these revenues, as accrued revenue in the accompanying consolidated balance sheets. Revisions to the Company’s estimates may result in increases or decreases to revenues and income and are reflected in the consolidated financial statements in the periods in which they are first identified. The Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component to the extent that the period between when the Company transfers its promised good or service to the customer and when the customer pays in one year or less. The aggregate amount of the transaction price allocated to the performance obligation that is partially unsatisfied as of December 31, 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 the next three years. The Company will be paid in installments for this performance obligation over the estimated period that the remaining revenue is recognized. Lending Activities and Trading 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. Financial instruments utilized in trading activities are carried at fair value. Fair value is generally based on quoted market prices for the same or similar assets and liabilities. If these market prices are not available, fair values are estimated based on dealer quotes, pricing models, discounted cash flow methodologies, or similar techniques where the determination of fair value may require significant management judgment or estimation. Realized gains and losses are recorded on a trade-date basis. Realized and unrealized gains and losses are recognized in revenue from lending activities. Blockchain Mining The Company has entered into digital asset mining pools by executing contracts with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed digital currency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the blockchain. The Company’s factional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the digital currency award received is determined using the market rate of the related digital currency at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for digital currencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. Expenses associated with running the cryptocurrency mining business, such as equipment deprecation and electricity cost are recorded as a component of cost of revenues. Historically, the Company used digital assets for debt reduction, capital purchases, consulting fees, data center costs and other operating expenses. During March 2020, the Company ceased operations at Digital Farms, the Company’s blockchain mining subsidiary. |
Foreign Currency Translation | Foreign Currency Translation A substantial portion of the Company’s revenues are generated in U.S. dollars (“U.S. dollar”). In addition, a substantial portion of the Company’s costs are incurred in U.S. dollars. Company management has determined that the U.S. dollar is the functional currency of the primary economic environment in which it operates. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) No. 830, Foreign Currency Matters (“ASC No. 830”). All transaction gains and losses from the re-measurement of monetary balance sheet items are reflected in the statements of operations as financial income or expenses as appropriate. The financial statements of Gresham Power and Enertec, whose functional currencies have been determined to be their local currencies, the British Pound (“GBP”) and the Israeli Shekel (“ILS”), respectively, have been translated into U.S. dollars in accordance with ASC No. 830. All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statement of operations amounts have been translated using the average exchange rate in effect for the reporting period. The resulting translation adjustments are reported as other comprehensive income (loss) in the consolidated statement of comprehensive income (loss) and accumulated comprehensive income (loss) in statement of changes in stockholders' equity (deficit). |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company’s cash is maintained in checking accounts, money market funds and certificates of deposits with reputable financial institutions. These balances exceed the U.S. Federal Deposit Insurance Corporation insurance limits. The Company has cash and cash equivalents of $884,859 and $288,428 at December 31, 2020 and 2019, respectively, in the United Kingdom (“U.K”) and $18,874 and $47,062, respectively, in Israel. The Company has not experienced any losses on deposits of cash and cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying amount of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company individually reviews all accounts receivable balances and based upon an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company estimates the allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered past-due based on its contractual terms. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. Based on an assessment as of December 31, 2020 and 2019, of the collectability of invoices, accounts receivable are presented net of an allowance for doubtful accounts of $4,415 and $5,000, respectively. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Inventory write-offs are provided to cover risks arising from slow-moving items or technological obsolescence. Cost of inventories is determined as follows: Raw materials, parts and supplies - using the “first-in, first-out” method. Work-in-progress and finished products - on the basis of direct manufacturing costs with the addition of indirect manufacturing costs. The Company periodically assesses its inventories valuation in respect of obsolete and slow-moving items by reviewing revenue forecasts and technological obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the time of the review was not expected to be sold, is written off. During the years ended December 31, 2020 and 2019, the Company did not record inventory write-offs within the cost of revenue. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation. Repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: Useful lives (in years) Computer, software and related equipment 3 - 5 Office furniture and equipment 5 - 10 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter. |
Goodwill | Goodwill The Company evaluates its goodwill for impairment in accordance with ASC 350, Intangibles – Goodwill and Other The Company tests the recorded amount of goodwill for impairment on an annual basis on December 31 of each fiscal year or more frequently if there are indicators that the carrying amount of the goodwill exceeds its carried value. At December 31, 2020, the Company had three reporting units. The Company performed a qualitative assessment and concluded that goodwill at the Company’s Coolisys subsidiary was impaired by a total of $480,953 based upon an assessment as of December 31, 2019. The Company shows no impairment at December 31, 2020. Goodwill impairment charges for the years ended December 31, 2020 and 2019 related to the Company’s discontinued operations were nil and $265,252, respectively. |
Intangible Assets | Intangible Assets The Company acquired amortizable intangibles assets as part of four asset purchase agreements consisting of customer relationships and non-compete agreements. The Company also has the trade names and trademarks associated with the acquisitions of Microphase, I.AM and Relec which were determined to have an indefinite life. The customer relationships and non-compete agreements, definite lived intangible assets, are being amortized on a straight-line basis over their estimated useful lives as follows: Useful lives (in years) Customer relationships 5 - 14 Non-competition agreements 3 Domain name and other intangible assets 3 The Company reviews intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. During the years ended December 31, 2020 and 2019, the Company recorded an impairment loss from continuing operations of nil and $170,692, respectively. Impairment charges for intangible assets for the years ended December 31, 2020 and 2019 related to the Company’s discontinued operations were nil and $610,000, respectively. |
Long Lived Assets | Long-Lived Assets The long-lived assets of the Company are reviewed for impairment in accordance with ASC No. 360, Property, Plant, and Equipment 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 year ended December 31, 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). |
Warranty | Warranty The Company offers a warranty period for all its manufactured products. Warranty periods range from one to two years depending on the product. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company's warranty liability include the number of units sold, historical rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amount, as necessary. As of December 31, 2020 and 2019, the Company’s accrued warranty liability was $90,640 and $80,412, respectively. |
Income Taxes | Income Taxes The Company determines its income taxes under the asset and liability method in accordance with FASB ASC No. 740, Income Taxes The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25 . |
Common Stock Purchase Warrants and Other Derivative Financial Instruments | Common Stock Purchase Warrants and Other Derivative Financial Instruments The Company classifies common stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company determined that certain freestanding derivatives, which principally consist of issuance of warrants to purchase shares of common stock in connection with convertible notes and to employees of the Company, satisfy the criteria for classification as equity instruments as these warrants do not contain cash settlement features or variable settlement provision that cause them to not be indexed to the Company’s own stock. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC No. 718, Compensation – Stock Compensation “ASC No. 718” The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC No. 505-50, Equity Based Payments to Non-Employees |
Convertible Instruments | Convertible Instruments The Company accounts for hybrid contracts that feature conversion options in accordance with ASC No. 815, Derivatives and Hedging Activities “ASC No. 815” Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company accounts for convertible instruments, when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, in accordance with ASC No. 470-20, Debt with Conversion and Other Options “ASC No. 470-20” |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. Cash and cash equivalents are invested in banks in the U.S., UK and Israel. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Trade receivables of the Company and its subsidiaries are mainly derived from sales to customers located primarily in the U.S., Europe and Israel. The Company performs ongoing credit evaluations of its customers and to date has not experienced any material losses. An allowance for doubtful accounts is determined with respect to those amounts that the Company and its subsidiaries have determined to be doubtful of collection. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company reports comprehensive loss in accordance with ASC No. 220, Comprehensive Income |
Fair value of Financial Instruments | Fair value of Financial Instruments In accordance with ASC No. 820, Fair Value Measurements and Disclosures The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs include those that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2:Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or model-derived valuations. All significant inputs used in our valuations are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include quoted prices that were adjusted for security-specific restrictions which are compared to output from internally developed models such as a discounted cash flow model. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments carried at cost, including cash and cash equivalents, accounts receivables and accounts and other receivable – related party, investments, notes receivable, trade payables and trade payables – related party approximate their fair value due to the short-term maturities of such instruments. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table sets forth the Company’s financial instruments (see Note 5 and Note 10) that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurement at December 31, 2020 Total Level 1 Level 2 Level 3 Investments in convertible promissory notes and $ 10,668,470 $ — $ — $ 10,668,470 Investments in common stock and derivative 5,486,140 499,588 — 4,986,552 Investment in common stock and warrants of 653,251 — — 653,251 Investments in marketable equity securities 2,562,983 2,562,983 — — Total Investments $ 19,370,844 $ 3,062,571 $ — $ 16,308,273 Fair Value Measurement at December 31, 2019 Total Level 1 Level 2 Level 3 Investments in convertible promissory note of AVLP – a $ 6,540,720 $ — $ — $ 6,540,720 Investments in common stock and derivative instruments 1,569,286 238,602 — 1,330,684 Investment in common stock of Alzamend – a related 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. See Note 10 for activity related to investments in convertible promissory notes and advances of AVLP and Alzamend – related parties, investments in common stock and derivative instruments of AVLP – a related party, and investment in common stock and warrants of Alzamend – a related party. The decline in investment in warrants of public companies was due to a decrease upon remeasurement of fair value of the underlying warrants. |
Debt Discounts | Debt Discounts The Company accounts for debt discount according to ASC No. 470-20, Debt with Conversion and Other Options |
Leases | Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases |
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 Common Stock on a one-for-one basis, in its earnings per share calculation for the years ended December 31, 2020 and 2019. Anti-dilutive securities, which are convertible into or exercisable for Common Stock, consist of the following at December 31, 2020 and 2019: December 31, 2020 2019 Stock options 850,925 2,763 Warrants (1) 3,309,060 72,518 Convertible notes 440,862 1,252,163 Conversion of preferred stock 2,232 2,232 Total 4,603,079 1,329,676 (1) |
Reclassification | 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, which will modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including the removal of certain disclosure requirements. The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted the new disclosure requirements for the period ending March 31, 2020. The additional components of this release did not have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 changes how entities will measure credit losses for most financial assets and other instruments that are not measured at fair value through net income. This update introduces the current expected credit loss (“CECL”) model, which will require an entity to measure credit losses for certain financial instruments and financial assets, including trade receivables. Under this update, on initial recognition and at each reporting period, an entity will be required to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. ASU 2016-13 is effective for public companies in fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company has completed its evaluation process and the January 1, 2020 adoption did not have a material impact to the Company’s consolidated financial statements for the year ended December 31, 2020. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In December 2019, the FASB issued ASU No. 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of revenue recognition | The Company’s disaggregated revenues consist of the following for the year ended December 31, 2020: Year ended December 31, 2020 GWW Coolisys Ault Alliance Total Primary Geographical Markets North America $ 6,717,843 $ 4,500,175 $ 242,418 $ 11,460,436 Europe 1,878,782 450,053 - 2,328,835 Middle East 9,273,158 - - 9,273,158 Other 342,938 465,910 - 808,848 $ 18,212,721 $ 5,416,138 $ 242,418 $ 23,871,277 Major Goods RF/Microwave Filters $ 4,330,091 $ — $ — $ 4,330,091 Detector logarithmic video amplifiers 473,150 — — 473,150 Power Supply Units 2,655,723 5,416,138 — 8,071,861 Power Supply Systems 1,481,922 — — 1,481,922 Healthcare diagnostic systems 1,011,574 — — 1,011,574 Defense systems 8,260,261 — — 8,260,261 Lending activities — — 242,418 242,418 $ 18,212,721 $ 5,416,138 $ 242,418 $ 23,871,277 Timing of Revenue Recognition Goods transferred at a point in time $ 8,940,886 $ 5,416,138 $ 242,418 $ 14,599,442 Services transferred over time 9,271,835 — — 9,271,835 $ 18,212,721 $ 5,416,138 $ 242,418 $ 23,871,277 The Company’s disaggregated revenues consist of the following for the year ended December 31, 2019: Year ended December 31, 2019 GWW Coolisys Ault Alliance Total Primary Geographical Markets North America $ 4,342,565 $ 5,276,096 $ 1,304,485 $ 10,923,146 Europe 1,672,489 5,767 — 1,678,256 Middle East 8,659,675 21,348 — 8,681,023 Other 557,114 522,455 — 1,079,569 $ 15,231,843 $ 5,825,666 $ 1,304,485 $ 22,361,994 Major Goods RF/Microwave filters $ 2,245,748 $ — $ — $ 2,245,748 Detector logarithmic video amplifiers 558,155 — — 558,155 Power supply units 1,656,162 5,825,666 — 7,481,828 Power supply systems 1,920,594 — — 1,920,594 Healthcare diagnostic systems 1,711,050 — — 1,711,050 Defense systems 7,140,134 — — 7,140,134 Lending activities — — 662,740 662,740 Digital currency mining — — 641,745 641,745 $ 15,231,843 $ 5,825,666 $ 1,304,485 $ 22,361,994 Timing of Revenue Recognition Goods transferred at a point in time $ 6,243,758 $ 5,825,666 $ 1,304,485 $ 13,373,909 Services transferred over time 8,988,085 — — 8,988,085 $ 15,231,843 $ 5,825,666 $ 1,304,485 $ 22,361,994 |
Schedule of estimated useful lives | Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: Useful lives (in years) Computer, software and related equipment 3 - 5 Office furniture and equipment 5 - 10 Leasehold improvements Over the term of the lease or the life of the asset, whichever is shorter. |
Schedule of lived intangible assets estimated useful lives | At December 31, 2020 and 2019 intangible assets consist of: December 31, December 31, 2020 2019 Trade name and trademark $ 1,551,197 $ 1,039,307 Customer relationships 3,441,654 2,406,434 Domain name and other intangible assets 689,920 641,809 5,682,771 4,087,550 Accumulated depreciation and amortization (1,292,383 ) (880,562 ) Intangible assets, net $ 4,390,388 $ 3,206,988 |
Schedule of fair value measurement | The following table sets forth the Company’s financial instruments (see Note 5 and Note 10) that were measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurement at December 31, 2020 Total Level 1 Level 2 Level 3 Investments in convertible promissory notes and $ 10,668,470 $ — $ — $ 10,668,470 Investments in common stock and derivative 5,486,140 499,588 — 4,986,552 Investment in common stock and warrants of 653,251 — — 653,251 Investments in marketable equity securities 2,562,983 2,562,983 — — Total Investments $ 19,370,844 $ 3,062,571 $ — $ 16,308,273 Fair Value Measurement at December 31, 2019 Total Level 1 Level 2 Level 3 Investments in convertible promissory note of AVLP – a $ 6,540,720 $ — $ — $ 6,540,720 Investments in common stock and derivative instruments 1,569,286 238,602 — 1,330,684 Investment in common stock of Alzamend – a related 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 Common Stock, consist of the following at December 31, 2020 and 2019: December 31, 2020 2019 Stock options 850,925 2,763 Warrants (1) 3,309,060 72,518 Convertible notes 440,862 1,252,163 Conversion of preferred stock 2,232 2,232 Total 4,603,079 1,329,676 (1) |
DISCONTINUED OPERATIONS AND D_2
DISCONTINUED OPERATIONS AND DECONSOLIDATION OF I.AM (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of assets and liabilities included as part of discontinued operations | The following tables summarize the major classes of assets and liabilities included as part of discontinued operations as of December 31, 2019: December 31, 2019 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 $ 881,601 Operating lease liability, current 229,574 Other current liabilities 482,375 Total current liabilities classified as held for sale 1,593,550 Long term liabilities Operating lease liability, non-current 951,072 Total liabilities classified as held for sale $ 2,544,622 |
Schedule of major classes of loss from discontinued operations | 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 Year Ended December 31, 2020 2019 Revenue $ 543,327 $ 4,149,646 Cost of revenue (160,310 ) (1,149,645 ) Selling and marketing — (221,813 ) General and administrative (555,445 ) (4,146,815 ) Impairment of property and equipment and right-of-use assets (1,525,316 ) — Impairment of Impairment of intangible assets — (610,000 ) Impairment of goodwill — (265,252 ) Gain on deconsolidation of I.AM 2,358,992 — Interest expense — (789 ) Income (loss) from discontinued operations $ 661,248 $ (2,244,668 ) |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Marketable Securities [Abstract] | |
Schedule of marketable securities | Marketable securities in equity securities with readily determinable market prices consisted of the following as of December 31, 2020 and 2019: Marketable equity securities at December 31, 2020 Gross unrealized Gross realized Cost gains (losses) gains (losses) Fair value Common shares $ 1,505,686 $ 1,083,532 $ (26,235) $ 2,562,983 Marketable equity securities at December 31, 2019 Gross unrealized Gross realized Cost gains (losses) gains (losses) Fair value Common shares $ 423,025 $ 216,622 $ - $ 639,647 |
Schedule of additional information about marketable securities | The following table presents additional information about marketable equity securities: Marketable Equity Securities Balance at January 1, 2019 $ 178,597 Purchases of marketable equity securities 485,000 Marketable equity securities received upon warrant exercise 381 Marketable equity securities received upon conversion of preferred stock 202,145 Sales of marketable equity securities (580,721 ) Realized gains on marketable equity securities 95,340 Unrealized gains on marketable equity securities 258,905 Balance at January 1, 2020 $ 639,647 Purchases of marketable equity securities 1,425,341 Sales of marketable equity securities (373,360 ) Realized gains on marketable equity securities 75,346 Unrealized gains on marketable equity securities 796,009 Balance at December 31, 2020 $ 2,562,983 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventories Tables Abstract | |
Schedule of inventories | At December 31, 2020 and 2019, inventories consist of: 2020 2019 Raw materials, parts and supplies $ 1,188,616 $ 1,522,082 Work-in-progress 1,923,426 534,937 Finished products 261,809 424,492 Total inventories $ 3,373,851 $ 2,481,511 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | At December 31, 2020 and 2019, property and equipment consist of: December 31, 2020 2019 Cryptocurrency machines and related equipment $ 567,216 $ 567,216 Computer, software and related equipment 3,056,711 2,518,187 Office furniture and equipment 489,315 441,613 Leasehold improvements 1,352,124 1,230,407 5,465,366 4,757,423 Accumulated depreciation and amortization (3,342,636 ) (2,970,030 ) Property and equipment, net $ 2,122,730 $ 1,787,393 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | At December 31, 2020 and 2019 intangible assets consist of: December 31, December 31, 2020 2019 Trade name and trademark $ 1,551,197 $ 1,039,307 Customer relationships 3,441,654 2,406,434 Domain name and other intangible assets 689,920 641,809 5,682,771 4,087,550 Accumulated depreciation and amortization (1,292,383 ) (880,562 ) Intangible assets, net $ 4,390,388 $ 3,206,988 |
Schedule of estimated amortization expense | The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter. 2021 $ 369,790 2022 318,793 2023 318,793 2024 318,793 2025 318,793 Thereafter 1,194,229 $ 2,839,191 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Intangible Assets, Net (Including Goodwill) [Abstract] | |
Schedule of goodwill | The following table summarizes the changes in our goodwill for the years ended December 31, 2020 and 2019: Goodwill Balance as of January 1, 2019 $ 8,197,818 Impairment (480,953 ) Effect of exchange rate changes 384,082 Balance as of December 31, 2019 8,100,947 Acquisition of Relec 1,147,894 Effect of exchange rate changes 396,485 Balance as of December 31, 2020 $ 9,645,686 |
INVESTMENTS - RELATED PARTIES (
INVESTMENTS - RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of investments | Investments in AVLP and Alzamend Neuro, Inc. (“Alzamend”) at December 31, 2020 and 2019, are comprised of the following: December 31, December 31, 2020 2019 Investment in convertible promissory note of AVLP $ 11,269,136 $ 9,595,079 Short term advance in Alzamend 750,000 — Investment in convertible promissory note of Alzamend 50,000 — Accrued interest in convertible promissory notes of AVLP and Alzamend 2,026,812 2,025,475 Total investment in convertible promissory note of AVLP – Gross 14,095,948 11,620,554 Less: original issue discount (3,870 ) — Less: provision for loan losses (3,423,608 ) (5,079,834 ) Total investment in convertible promissory note of AVLP and Alzamend 10,668,470 6,540,720 Investment in derivative instruments of AVLP 4,986,552 1,330,684 Investment in common stock of AVLP 499,588 238,602 Investment in common stock and warrants of Alzamend 653,251 558,938 Investment in derivative instruments and common stock of AVLP and Alzamend 6,139,391 2,128,224 Total investment in AVLP and Alzamend – Net $ 16,807,861 $ 8,668,944 Investment in warrants and common stock of AVLP and Alzamend $ 6,139,391 $ 2,128,224 Investment in convertible promissory notes and advances of AVLP and Alzamend 10,668,470 6,540,720 Total investment in AVLP and Alzamend – Net $ 1 6,807,861 $ 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 years ended December 31, 2020 and 2019: Investment in Investment in convertible warrants and promissory notes Total common stock and advances investment of AVLP and of AVLP and in AVLP and Alzamend Alzamend Alzamend – Net Balance at January 1, 2019 $ 3,043,499 $ 5,611,621 $ 8,655,120 Investment in convertible promissory notes of AVLP — 1,600,164 1,600,164 Investment in common stock of AVLP and Alzamend 261,132 — 261,132 Fair value of derivative instruments issued by AVLP 1,050,918 — 1,050,918 Unrealized loss in derivative instruments of AVLP (1,950,875 ) — (1,950,875 ) Unrealized loss in common stock of AVLP and Alzamend (276,450 ) — (276,450 ) Provision for loan losses — (4,000,000 ) (4,000,000 ) Accretion of discount — 2,307,777 2,307,777 2,307,777 Accrued Interest — 1,021,158 1,021,158 Balance at December 31, 2019 $ 2,128,224 $ 6,540,720 $ 8,668,944 Investment in convertible promissory notes of AVLP — 1,330,283 1,330,283 Investment in convertible promissory note of Alzamend — 38,128 38,128 Investment in common stock of AVLP and Alzamend 45,484 — 45,484 Investment in warrants of Alzamend 11,872 — 11,872 Short term advance in Alzamend — 750,000 750,000 Fair value of derivative instruments issued by AVLP 343,774 — 343,774 Unrealized gain in derivative instruments of AVLP 3,312,094 — 3,312,094 Unrealized gain in common stock of AVLP and 297,943 — 297,943 Accretion of discount — 8,002 8,002 Provision for loan losses — 2,000,000 2,000,000 Accrued Interest — 1,337 1,337 Balance at December 31, 2020 $ 6,139,391 $ 10,668,470 $ 16,807,861 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of components of the purchase price for acquisitions | Upon initial measurement, components of the purchase price are as follows: Relec Accounts receivable $ 632,910 Prepaid and other current assets 53,127 Inventories, net 993,968 Property and equipment 94,167 Customer relationships 900,000 Trade name 500,000 Accounts payable and accrued expenses (556,982 ) Net assets acquired 2,617,190 Goodwill 1,147,894 Purchase price $ 3,765,084 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of exercise price | The options outstanding as of December 31, 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 - $560 894 4.95 $ 537.34 592 $ 534.25 $1,208 - $1,352 31 2.63 $ 1,339.20 31 $ 1,339.20 $480 - $1,352 925 4.87 $ 564.43 623 $ 574.60 Issuances outside of Plans $1.79 850,000 9.72 $ 1.79 0 $ 0.00 Total Options $480 - 1,856 850,925 9.71 $ 2.40 623 $ 574.60 |
Schedule of stock-based compensation expense | The total stock-based compensation expense related to stock options and stock awards issued pursuant to the Plans to the Company’s employees, consultants and directors, included in reported net loss for the years ended December 31, 2020 and 2019, is comprised as follows: Year Ended December 31, 2020 2019 Stock-based compensation from Plans $ 260,033 $ 715,877 Stock-based compensation from issuances outside of Plans 32,250 868,114 Total Stock-based compensation $ 292,283 $ 1,583,991 |
Schedule of option activity under the company's stock option plans | A summary of option activity under the Company's stock option plans as of December 31, 2020 and 2019, and changes during the years ended are as follows: Outstanding Options Weighted Weighted Average Shares Average Remaining Aggregate Available Number Exercise Contractual Intrinsic for Grant of Shares Price Life (years) Value January 1, 2019 12,695 4,328 $ 576.40 7.52 $ 0 Amendment to 2018 162,500 — Restricted stock awards (75,000 ) — Forfeited 1 2910 (2,940 ) $ 853.47 January 1, 2020 103,105 1,388 $ 636.47 6.33 $ 0 Restricted stock awards (96,875 ) — Forfeited 463 (463 ) $ 780.54 December 31, 2020 6,693 925 $ 564.43 4.87 $ 0 1 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Warrants | |
Schedule of common stock warrants outstanding | The following table summarizes information about common stock warrants outstanding at December 31, 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 3.25 $ — 6,500 $— $0.88 - $1.91 3,237,016 4.30 $ 1.43 3,237,016 $0.88 - $1.91 $8.00 - $19.80 53,452 3.37 $ 12.74 53,452 $8.00 - $19.80 $440 - $920 16,225 2.19 $ 733.40 16,225 $440 - $920 $1,040 - $2,000 2,367 2.18 $ 1,404.85 2,367 $1,040 - $2,000 $0.88 - $2,000 3,315,560 4.27 $ 6.19 3,315,560 $6.19 |
Schedule of option pricing | The Company utilized the Black-Scholes option pricing model and the assumptions used during the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 December 31, 2019 Weighted average risk free interest rate 0.12% — 1.38% 1.75% — 2.28% Weighted average life (in years) 1.42 — 5 5.0 Volatility 86.3% — 104.6 85.5% —87.5% Expected dividend yield 0 % 0 % Weighted average grant-date fair value per $ 1.21 $ 10.34 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Other Current Liabilities | |
Schedule of other current liabilities | Other current liabilities at December 31, 2020 and 2019 consist of: December 31, 2020 2019 Accrued payroll and payroll taxes $ 1,411,728 $ 1,237,054 Warranty liability 90,640 80,412 Other accrued expenses 287,457 218,380 $ 1,789,825 $ 1,535,846 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2020: December 31, 2020 Operating right-of-use assets $ 4,317,778 Operating lease liability - current 524,326 Operating lease liability - non-current 3,854,573 |
Schedule of lease expenses | The components of lease expenses for the year ended December 31, 2020, were as follows: Year Ended December 31, 2020 Operating lease cost $ 951,196 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 year ended December 31, 2020: December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,024,478 Right-of-use assets obtained in exchange for new operating lease liabilities $ - Weighted-average remaining lease term - operating leases 7.3 years Weighted-average discount rate - operating leases 10 % |
Schedule of maturities of operating lease liabilities | Maturity of lease liabilities under our non-cancellable operating leases as of December 31, 2020, are as follows: Payments due by period 2021 $ 938,240 2022 929,925 2023 952,526 2024 914,693 2025 697,692 Thereafter 1,793,975 Total lease payments 6,227,051 Less interest (1,848,152 ) Present value of lease liabilities $ 4,378,899 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable [Abstract] | |
Schedule of notes payable | Notes Payable at December 31, 2020 and 2019, are comprised of the following. December 31, 2020 2019 Esousa purchased notes $ - $ 2,828,323 Esousa additional purchased notes 200,000 632,000 Other short-term notes payable 1,088,899 1,050,339 Notes payable to Wells Fargo 182,615 290,560 Note payable to Dept. of Economic and Community Development 196,597 229,096 Paycheck Protection Program Loans 1,162,302 — SBA Economic Injury Disaster Loan 150,000 — Enertec Short term bank credit 1,404,096 1,622,337 Total notes payable 4,384,509 6,652,655 Less: Unamortized debt discounts — (29,348 ) Unamortized financing cost — (3,668 ) Total notes payable, net of financing cost 4,384,509 6,619,639 Less: current portion (4,048,009 ) (6,137,015 ) Notes payable – long-term portion $ 336,500 $ 482,624 |
NOTES PAYABLE - RELATED PARTI_2
NOTES PAYABLE - RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable [Abstract] | |
Schedule of notes payable - related parties | Notes Payable – Related parties at December 31, 2020 and 2019, are comprised of the following: December 31, 2020 2019 Notes payable, related parties $ 239,355 $ 284,317 Less: current portion (187,818 ) (169,153 ) Notes payable, related parties – long-term portion $ 51,537 $ 115,164 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of convertible notes | Convertible Notes Payable at December 31, 2020 and 2019, are comprised of the following: 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 Total convertible notes payable 660,000 2,760,990 Less: Unamortized debt discounts (273,717 ) (355,227 ) Total convertible notes payable, net of financing cost $ 386,283 $ 2,405,763 Less: current portion — (2,100,990 ) Convertible notes payable, net of financing cost – long-term portion $ 386,283 $ 304,773 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | Significant components of the Company's deferred tax assets are as follows: 2020 2019 Deferred tax asset: Allowance for doubtful accts $ 359,598 $ 163,123 UNICAP 9,904 16,314 Obsolete inventory 2,811 41,131 Reserves — 1,641,874 Warrant liability — 2,330 Accrued compensation 138,283 89,089 Credit carryforwards 142,484 142,484 Stock compensation 880,766 430,274 Fixed assets, net 483,923 1,278,863 Contribution, carryforward 70 62 Accrued interest expense 68,148 22,414 Net operating loss carryforwards 5,912,511 11,602,532 Lease liability 798,047 899,722 Credit loss 559,593 995,184 Accrued expenses 461,973 Excess of capital losses over capital gains 123,297 Total deferred tax asset 9,941,408 17,325,396 Deferred tax liability: ROU assets (756,204 ) (870,886 ) Intangible assets, net (160,318 ) (209,044 ) State taxes (1,119 ) — Total deferred income tax liabilities (917,641 ) (1,079,930 ) Net deferred income tax assets 9,023,766 16,245,466 Valuation allowance (9,037,861 ) (16,308,197 ) Deferred tax asset (liability), net $ (14,095 ) $ (62,731 ) |
Schedule of net income tax benefit | The net income tax benefit consists of the following: 2020 2019 Current US Federal $ — $ — US State — — Foreign 24,842 — Total current provision 24,842 — Deferred US Federal — — US State — — Foreign (48,636 ) (108,293 ) Total deferred benefit (23,794 ) (108,293 ) Total provision for income taxes $ (23,794 ) $ (108,293 ) |
Schedule of reconciliation of income tax attributable to operations | The reconciliation of income tax attributable to operations computed at U.S. Federal statutory income tax rates of 21% to income tax expense is as follows: 2020 2019 Expected federal income tax benefit 21.0 % 21.0 % Beneficial conversion feature (0.1 %) (0.6 %) Deconsolidation of I.AM 1.5 % Loss on extinguishment of debt (9.8 %) State taxes net of federal benefit 8.1 % 3.5 % Foreign rate differential (0.3 %) (0.2 %) Section 382 limitation (34.7 %) — Return to provision adjustment (7.8 %) Effect of change in valuation allowance 21.1 % (21.9 %) Other 1.1 % (1.4 %) Income tax benefit 0.1 % 0.4 % |
SEGMENT, CUSTOMERS AND GEOGRA_2
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 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 Ault Global Holdings corporate expenses. Year ended December 31, 2020 GWW Coolisys Ault Alliance Total Revenue $ 18,212,721 $ 5,416,138 $ — $ 23,628,859 Revenue, lending activities — — 242,418 242,418 Total revenues $ 18,212,721 $ 5,416,138 $ 242,418 $ 23,871,277 Depreciation and amortization expense $ 586,850 $ 33,010 $ 107,513 $ 727,373 Loss from operations $ (955,299 ) $ (117,067 ) $ 19,200 $ (1,053,166 ) Capital expenditures for segment assets, as of December 30, 2020 $ 552,923 $ 26,425 $ 2,744 $ 582,092 Identifiable assets as of December 31, 2020 $ 27,897,772 $ 1,894,892 $ 45,850,718 $ 75,643,382 Year ended December 31, 2019 GWW Coolisys Ault Alliance Total Revenue $ 15,231,843 $ 5,825,666 $ — $ 21,057,509 Revenue, cryptocurrency mining — — 641,745 641,745 Revenue, lending activities — — 662,740 662,740 Total revenues $ 15,231,843 $ 5,825,666 $ 1,304,485 $ 22,361,994 Depreciation and amortization expense $ 705,873 $ 121,618 $ 2,245,676 $ 3,073,167 Loss from operations $ (828,424 ) $ (1,327,259 ) $ (8,612,277 ) $ (10,767,960 ) Capital expenditures for segment assets, as of December 31, 2019 $ 34,899 $ 133,198 $ 21,205 $ 189,302 Identifiable assets as of December 31, 2019 $ 20,847,352 $ 18,901,630 $ 3,001,426 $ 42,750,408 |
Schedule of total revenues | The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived: For the Year Ended December 31, 2020 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 7,741,858 32 % Customer B $ 2,502,264 10 % For the Years Ended December 31, 2019 Total Revenues Percentage of by Major Total Company Customers Revenues Customer A $ 6,319,221 28 % |
Schedule of total revenues from external customers | For the years ended December 31, 2020 and 2019, total revenues from external customers divided on the basis of the Company’s product lines are as follows: For the Year Ended December 31, 2020 2019 Revenues: Commercial products $ 7,040,390 $ 8,953,390 Defense products 16,830,887 13,408,604 Total revenues $ 23,871,277 $ 22,361,994 |
Schedule of revenue from long-lived assets | The following table presents total revenues for the years ended December 31, 2020 and 2019. Other than as shown, no foreign country or region contributed materially to revenues or long-lived assets for these periods: For the Year Ended December 31, 2020 2019 Revenues: North America $ 11,460,436 $ 10,923,146 Europe 2,328,835 8,681,023 Middle East 9,273,158 1,678,256 Other 808,848 1,079,569 Total revenues $ 23,871,277 $ 22,361,994 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) | Jul. 23, 2019 | Mar. 14, 2019 | Dec. 31, 2020Number$ / shares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of reportable segments | Number | 3 | ||
Description of reverse stock split | one-for-forty | one-for-twenty | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 |
LIQUIDITY, GOING CONCERN AND _2
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS (Details Narrative) - USD ($) | Oct. 02, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and cash equivalent | $ 18,679,848 | $ 483,383 | $ 769,619 | |
Accumulated deficit | (121,396,715) | (88,650,465) | ||
Working capital | (12,466,673) | |||
Net income (loss) attributable to parent | (32,728,629) | $ (32,945,828) | ||
Proceeds from public offering | $ 39,978,350 | |||
Sale of common stock | 12,582,000 | |||
At-The-Market Issuance Sales Agreement [Member] | ||||
Proceeds from public offering | $ 8,975,000 |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total revenue | $ 23,871,277 | $ 22,361,994 |
RF/Microwave Filters [Member] | ||
Total revenue | 4,330,091 | 2,245,748 |
Detector Logarithmic Video Amplifiers [Member] | ||
Total revenue | 473,150 | 558,155 |
Power Supply Units [Member] | ||
Total revenue | 8,071,861 | 7,481,828 |
Power Supply Systems [Member] | ||
Total revenue | 1,481,922 | 1,920,594 |
Services Transferred Over Time [Member] | ||
Total revenue | 9,271,835 | 8,988,085 |
Healthcare Diagnostic Systems [Member] | ||
Total revenue | 1,011,574 | 1,711,050 |
Defense Systems [Member] | ||
Total revenue | 8,260,261 | 7,140,134 |
Digital Currency Mining [Member] | ||
Total revenue | 641,745 | |
Restaurant Operations [Member] | ||
Total revenue | 4,149,646 | |
Lending Activities [Member] | ||
Total revenue | 242,418 | 662,740 |
Goods Transferred At A Point In Time [Member] | ||
Total revenue | 14,599,442 | 13,373,909 |
GWW [Member] | ||
Total revenue | 18,212,721 | 15,231,843 |
GWW [Member] | RF/Microwave Filters [Member] | ||
Total revenue | 4,330,091 | 2,245,748 |
GWW [Member] | Detector Logarithmic Video Amplifiers [Member] | ||
Total revenue | 473,150 | 558,155 |
GWW [Member] | Power Supply Units [Member] | ||
Total revenue | 2,655,723 | 1,656,162 |
GWW [Member] | Power Supply Systems [Member] | ||
Total revenue | 1,481,922 | 1,920,594 |
GWW [Member] | Services Transferred Over Time [Member] | ||
Total revenue | 9,271,835 | 8,988,085 |
GWW [Member] | Healthcare Diagnostic Systems [Member] | ||
Total revenue | 1,011,574 | 1,711,050 |
GWW [Member] | Defense Systems [Member] | ||
Total revenue | 8,260,261 | 7,140,134 |
GWW [Member] | Digital Currency Mining [Member] | ||
Total revenue | ||
GWW [Member] | Restaurant Operations [Member] | ||
Total revenue | ||
GWW [Member] | Lending Activities [Member] | ||
Total revenue | ||
GWW [Member] | Goods Transferred At A Point In Time [Member] | ||
Total revenue | 8,940,886 | 6,243,758 |
Coolisys [Member] | ||
Total revenue | 5,416,138 | 5,825,666 |
Coolisys [Member] | RF/Microwave Filters [Member] | ||
Total revenue | ||
Coolisys [Member] | Detector Logarithmic Video Amplifiers [Member] | ||
Total revenue | ||
Coolisys [Member] | Power Supply Units [Member] | ||
Total revenue | 5,416,138 | 5,825,666 |
Coolisys [Member] | Power Supply Systems [Member] | ||
Total revenue | ||
Coolisys [Member] | Services Transferred Over Time [Member] | ||
Total revenue | ||
Coolisys [Member] | Healthcare Diagnostic Systems [Member] | ||
Total revenue | ||
Coolisys [Member] | Defense Systems [Member] | ||
Total revenue | ||
Coolisys [Member] | Digital Currency Mining [Member] | ||
Total revenue | ||
Coolisys [Member] | Restaurant Operations [Member] | ||
Total revenue | ||
Coolisys [Member] | Lending Activities [Member] | ||
Total revenue | ||
Coolisys [Member] | Goods Transferred At A Point In Time [Member] | ||
Total revenue | 5,416,138 | 5,825,666 |
Ault Alliance [Member] | ||
Total revenue | 242,418 | 1,304,485 |
Ault Alliance [Member] | RF/Microwave Filters [Member] | ||
Total revenue | ||
Ault Alliance [Member] | Power Supply Systems [Member] | ||
Total revenue | ||
Ault Alliance [Member] | Services Transferred Over Time [Member] | ||
Total revenue | ||
Ault Alliance [Member] | Healthcare Diagnostic Systems [Member] | ||
Total revenue | ||
Ault Alliance [Member] | Defense Systems [Member] | ||
Total revenue | ||
Ault Alliance [Member] | Digital Currency Mining [Member] | ||
Total revenue | ||
Ault Alliance [Member] | Restaurant Operations [Member] | ||
Total revenue | ||
Ault Alliance [Member] | Lending Activities [Member] | ||
Total revenue | 242,418 | 662,740 |
Ault Alliance [Member] | Goods Transferred At A Point In Time [Member] | ||
Total revenue | 242,418 | 1,304,485 |
Digital Farms [Member] | ||
Total revenue | 641,745 | |
Digital Farms [Member] | RF/Microwave Filters [Member] | ||
Total revenue | ||
Digital Farms [Member] | Detector Logarithmic Video Amplifiers [Member] | ||
Total revenue | ||
Digital Farms [Member] | Power Supply Units [Member] | ||
Total revenue | ||
Digital Farms [Member] | Power Supply Systems [Member] | ||
Total revenue | ||
Digital Farms [Member] | Services Transferred Over Time [Member] | ||
Total revenue | ||
Digital Farms [Member] | Healthcare Diagnostic Systems [Member] | ||
Total revenue | ||
Digital Farms [Member] | Defense Systems [Member] | ||
Total revenue | ||
Digital Farms [Member] | Digital Currency Mining [Member] | ||
Total revenue | 641,745 | |
Digital Farms [Member] | Restaurant Operations [Member] | ||
Total revenue | ||
Digital Farms [Member] | Lending Activities [Member] | ||
Total revenue | ||
Digital Farms [Member] | Goods Transferred At A Point In Time [Member] | ||
Total revenue | 641,745 | |
I. AM, Inc. [Member] | ||
Total revenue | 4,149,646 | |
I. AM, Inc. [Member] | RF/Microwave Filters [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Detector Logarithmic Video Amplifiers [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Power Supply Units [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Power Supply Systems [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Services Transferred Over Time [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Healthcare Diagnostic Systems [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Defense Systems [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Digital Currency Mining [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Restaurant Operations [Member] | ||
Total revenue | 4,149,646 | |
I. AM, Inc. [Member] | Lending Activities [Member] | ||
Total revenue | ||
I. AM, Inc. [Member] | Goods Transferred At A Point In Time [Member] | ||
Total revenue | 4,149,646 | |
North America [Member] | ||
Total revenue | 11,460,436 | 10,923,146 |
North America [Member] | GWW [Member] | ||
Total revenue | 6,717,843 | 4,342,565 |
North America [Member] | Coolisys [Member] | ||
Total revenue | 4,500,175 | 5,276,096 |
North America [Member] | Ault Alliance [Member] | ||
Total revenue | 242,418 | 1,304,485 |
North America [Member] | Digital Farms [Member] | ||
Total revenue | 641,745 | |
North America [Member] | I. AM, Inc. [Member] | ||
Total revenue | 4,149,646 | |
Europe [Member] | ||
Total revenue | 2,328,835 | 1,678,256 |
Europe [Member] | GWW [Member] | ||
Total revenue | 1,878,782 | 1,672,489 |
Europe [Member] | Coolisys [Member] | ||
Total revenue | 450,053 | 5,767 |
Europe [Member] | Ault Alliance [Member] | ||
Total revenue | ||
Europe [Member] | Digital Farms [Member] | ||
Total revenue | ||
Europe [Member] | I. AM, Inc. [Member] | ||
Total revenue | ||
Middle East [Member] | ||
Total revenue | 9,273,158 | 8,681,023 |
Middle East [Member] | GWW [Member] | ||
Total revenue | 9,273,158 | 8,659,675 |
Middle East [Member] | Coolisys [Member] | ||
Total revenue | 21,348 | |
Middle East [Member] | Ault Alliance [Member] | ||
Total revenue | ||
Middle East [Member] | Digital Farms [Member] | ||
Total revenue | ||
Middle East [Member] | I. AM, Inc. [Member] | ||
Total revenue | ||
Other [Member] | ||
Total revenue | 808,848 | 1,079,569 |
Other [Member] | GWW [Member] | ||
Total revenue | 342,938 | 557,114 |
Other [Member] | Coolisys [Member] | ||
Total revenue | $ 465,910 | 522,455 |
Other [Member] | Ault Alliance [Member] | ||
Total revenue | ||
Other [Member] | Digital Farms [Member] | ||
Total revenue | ||
Other [Member] | I. AM, Inc. [Member] | ||
Total revenue | ||
Detector Logarithmic Video Amplifiers [Member] | Ault Alliance [Member] | ||
Total revenue | ||
Power Supply Units [Member] | Ault Alliance [Member] | ||
Total revenue |
BASIS OF PRESENTATION AND SIG_5
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details1) | 12 Months Ended |
Dec. 31, 2020 | |
Leasehold improvements [Member] | |
Property, and equipment, useful life | Over the term of the lease or the life of the asset, whichever is shorter. |
Maximum [Member] | Computer Software and Related Equipment [Member] | |
Property, and equipment, useful life (Year) | 5 years |
Maximum [Member] | Office Furniture and Equipment [Member] | |
Property, and equipment, useful life (Year) | 10 years |
Minimum [Member] | Computer Software and Related Equipment [Member] | |
Property, and equipment, useful life (Year) | 3 years |
Minimum [Member] | Office Furniture and Equipment [Member] | |
Property, and equipment, useful life (Year) | 5 years |
BASIS OF PRESENTATION AND SIG_6
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 12 Months Ended |
Dec. 31, 2020 | |
Domain Name and Other Intangible Assets [Member] | |
Intangible asset, useful life | 3 years |
Non-competition agreements [Member] | |
Intangible asset, useful life | 3 years |
Minimum [Member] | |
Intangible asset, useful life | 3 years |
Minimum [Member] | Customer Relationships [Member] | |
Intangible asset, useful life | 5 years |
Maximum [Member] | |
Intangible asset, useful life | 14 years |
Maximum [Member] | Customer Relationships [Member] | |
Intangible asset, useful life | 14 years |
BASIS OF PRESENTATION AND SIG_7
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Available-for-sale securities | $ 10,668,470 | $ 6,540,720 |
Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 19,370,844 | 9,317,765 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 3,062,571 | 878,249 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 16,308,273 | 8,439,516 |
Marketable Securities [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 2,562,983 | 639,647 |
Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 2,562,983 | 639,647 |
Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | ||
Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | ||
Avalanche International Corp. [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 5,486,140 | 1,569,286 |
Avalanche International Corp. [Member] | Fair Value, Measurements, Recurring [Member] | Convertible Promissory Note [Member] | ||
Available-for-sale securities | 10,668,470 | 6,540,720 |
Avalanche International Corp. [Member] | Fair Value, Measurements, Recurring [Member] | Common Stock [Member] | ||
Available-for-sale securities | 558,938 | |
Avalanche International Corp. [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 499,588 | 238,602 |
Avalanche International Corp. [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Convertible Promissory Note [Member] | ||
Available-for-sale securities | ||
Avalanche International Corp. [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Common Stock [Member] | ||
Available-for-sale securities | ||
Avalanche International Corp. [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | ||
Avalanche International Corp. [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Convertible Promissory Note [Member] | ||
Available-for-sale securities | ||
Avalanche International Corp. [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Common Stock [Member] | ||
Available-for-sale securities | ||
Avalanche International Corp. [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 4,986,552 | 1,330,684 |
Avalanche International Corp. [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Convertible Promissory Note [Member] | ||
Available-for-sale securities | 10,668,470 | 6,540,720 |
Avalanche International Corp. [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Common Stock [Member] | ||
Available-for-sale securities | 558,938 | |
Alzamend - A Related Party [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 653,251 | |
Alzamend - A Related Party [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | ||
Alzamend - A Related Party [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | ||
Alzamend - A Related Party [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 653,251 | |
Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | ||
Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | ||
Investment In Warrants Of Public Companies [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | 9,174 | |
Investment In Warrants Of Public Companies [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | ||
Investment In Warrants Of Public Companies [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | ||
Investment In Warrants Of Public Companies [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Available-for-sale securities | $ 9,174 |
BASIS OF PRESENTATION AND SIG_8
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 4) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Anti-dilutive securities | 4,603,079 | 1,329,676 | |
Series A & B Preferred Stock [Member] | |||
Anti-dilutive securities | 2,232 | 2,232 | |
Stock Option [Member] | |||
Anti-dilutive securities | 850,925 | 2,763 | |
Warrant [Member] | |||
Anti-dilutive securities | [1] | 3,309,060 | 72,518 |
Convertible Notes [Member] | |||
Anti-dilutive securities | 440,862 | 1,252,163 | |
[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 Common Stock, in its anti-dilutive securities but included the warrants in its weighted average shares outstanding. |
BASIS OF PRESENTATION AND SIG_9
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Warrant outstanding | 6,500 | ||
Revenue performance obligation | $ 48,000,000 | ||
Cash and cash equivalents | 18,679,848 | $ 483,383 | $ 769,619 |
Allowance for Doubtful Accounts Receivable | 4,415 | 163,123 | |
Amortization of debt discount | 7,251,365 | 3,709,993 | |
Impairment of property and equipment | 4,315,856 | ||
Goodwill | 9,645,686 | 8,100,947 | $ 8,197,818 |
Goodwill for impairment | 480,953 | ||
Impairment loss | 170,692 | 170,692 | |
Accrued warranty liability | 90,640 | 80,412 | |
Company's restaurant equipment, net of depreciation | 504,802 | ||
Impairment charges | 0 | 610,000 | |
ISRAEL | |||
Cash and cash equivalents | 18,874 | 47,062 | |
UNITED KINGDOM | |||
Cash and cash equivalents | 884,859 | 288,428 | |
MTIX Ltd [Member] | Two MLSE Units [Member] | |||
Unit purchase price | 50,000,000 | ||
Manufacturing costs | 100,000 | ||
Coolisys Subsidiary [Member] | |||
Goodwill | 480,953 | ||
Goodwill for impairment | $ 0 | $ 265,252 |
DISCONTINUED OPERATIONS AND D_3
DISCONTINUED OPERATIONS AND DECONSOLIDATION OF I.AM (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | |||
Cash and cash equivalents | $ 18,679,848 | $ 483,383 | $ 769,619 |
Accounts receivable | 3,852,033 | 2,438,254 | |
Inventories, net | 3,373,851 | 2,481,511 | |
Prepaid expenses and other current assets | 2,988,080 | 1,324,161 | |
Total current assets classified as held for sale | 34,349,079 | 11,071,257 | |
Property and equipment, net | 2,122,730 | 1,787,393 | |
Right-of-use assets | 4,317,778 | 4,177,590 | |
Total assets classified as held for sale | 75,643,382 | 42,750,408 | |
Current liabilities | |||
Accounts payable and accrued expenses | 10,579,501 | 14,284,563 | |
Operating lease liability, current | 524,326 | 484,819 | |
Other current liabilities | 1,789,825 | 1,535,846 | |
Total current liabilities classified as held for sale | 21,882,406 | 30,221,332 | |
Long term liabilities | |||
Operating lease liability, non-current | 3,854,573 | 3,726,493 | |
Total liabilities classified as held for sale | 26,511,299 | 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 | 881,601 | ||
Operating lease liability, current | 229,574 | ||
Other current liabilities | 482,375 | ||
Total current liabilities classified as held for sale | 1,593,550 | ||
Long term liabilities | |||
Operating lease liability, non-current | 951,072 | ||
Total liabilities classified as held for sale | $ 2,544,622 |
DISCONTINUED OPERATIONS AND D_4
DISCONTINUED OPERATIONS AND DECONSOLIDATION OF I.AM (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue | $ 543,327 | $ 4,149,646 |
Cost of revenue | (160,310) | (1,149,645) |
Selling and marketing | (221,813) | |
General and administrative | (555,445) | (4,146,815) |
Impairment of property and equipment | (1,525,316) | |
Impairment of Impairment of intangible assets | (610,000) | |
Impairment of goodwill | (265,252) | |
Gain on deconsolidation of I.AM | 2,358,992 | |
Interest expense | (789) | |
Income (loss) from discontinued operations | $ 661,248 | $ (2,244,668) |
DISCONTINUED OPERATIONS AND D_5
DISCONTINUED OPERATIONS AND DECONSOLIDATION OF I.AM (Details Narrative) - USD ($) | Nov. 02, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Gain on deconsolidation | $ 2,358,992 | ||
I. AM, Inc. [Member] | |||
Gain on deconsolidation | $ 2,358,992 |
MARKETABLE SECURITIES (Details)
MARKETABLE SECURITIES (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cost | $ 2,118,411 | $ 1,600,164 | |
Common Stock [Member] | |||
Cost | 1,505,686 | 423,025 | |
Gross unrealized gains (losses) | 1,083,532 | 216,622 | |
Gross realized gains (losses) | (26,235) | ||
Fair value | $ 2,562,983 | $ 639,647 | $ 178,597 |
MARKETABLE SECURITIES (Details
MARKETABLE SECURITIES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Sales of marketable equity securities | $ (373,360) | $ (580,721) |
Realized (gains) losses on marketable equity securities | 75,346 | 95,340 |
Unrealized losses on marketable equity securities | 919,083 | (596,242) |
Common Stock [Member] | ||
Balance at beginning | 639,647 | 178,597 |
Purchases of marketable equity securities | 1,425,341 | 485,000 |
Marketable equity securities received upon warrant exercise | 381 | |
Marketable equity securities received upon conversion of preferred stock | 202,145 | |
Sales of marketable equity securities | (373,360) | (580,721) |
Realized (gains) losses on marketable equity securities | 75,346 | 95,340 |
Unrealized losses on marketable equity securities | 796,009 | 258,905 |
Balance at end | $ 2,562,983 | $ 639,647 |
MARKETABLE SECURITIES (Detail_2
MARKETABLE SECURITIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Marketable Securities [Abstract] | |
Gross unrealized gains (losses) | $ 796,009 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials, parts and supplies | $ 1,188,616 | $ 1,522,082 |
Work-in-progress | 1,923,426 | 534,937 |
Finished products | 261,809 | 424,492 |
Total inventories | $ 3,373,851 | $ 2,481,511 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, plant and equipment, gross | $ 5,465,366 | $ 4,757,423 |
Accumulated depreciation and amortization | (3,342,636) | (2,970,030) |
Property and equipment, net | 2,122,730 | 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 | 3,056,711 | 2,518,187 |
Office Furniture and Equipment [Member] | ||
Property, plant and equipment, gross | 489,315 | 441,613 |
Leasehold Improvements [Member] | ||
Property, plant and equipment, gross | $ 1,352,124 | $ 1,230,407 |
PROPERTY AND EQUIPMENT, NET (_2
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 391,597 | $ 2,570,511 |
Company's restaurant equipment, net of depreciation | $ 504,802 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Intangible assets gross | $ 5,682,771 | $ 4,087,550 |
Accumulated depreciation and amortization | (1,292,383) | (880,562) |
Intangible assets, net | 4,390,388 | 3,206,988 |
Trade Name and Trademark [Member] | ||
Intangible assets gross | 1,551,197 | 1,039,307 |
Customer Relationships [Member] | ||
Intangible assets gross | 3,441,654 | 2,406,434 |
Domain Name and Other Intangible Assets [Member] | ||
Intangible assets gross | $ 689,920 | $ 641,809 |
INTANGIBLE ASSETS, NET (Detai_2
INTANGIBLE ASSETS, NET (Details 1) | Dec. 31, 2020USD ($) |
Intangible Assets Net [Abstract] | |
2021 | $ 369,790 |
2022 | 318,793 |
2023 | 318,793 |
2024 | 318,793 |
2025 | 318,793 |
Thereafter | 1,194,229 |
Estimated amortization expense | $ 2,839,191 |
INTANGIBLE ASSETS, NET (Detai_3
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Amortization of Intangible Assets | $ 335,776 | $ 502,656 |
Maximum [Member] | ||
Estimated useful lives | 14 years | |
Minimum [Member] | ||
Estimated useful lives | 3 years |
GOODWILL (Details)
GOODWILL (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Balance | $ 8,100,947 | $ 8,197,818 |
Impairment | 480,953 | |
Acquisition of Relec | 1,147,894 | |
Effect of exchange rate changes | 396,485 | 384,082 |
Balance | $ 9,645,686 | $ 8,100,947 |
INVESTMENTS - RELATED PARTIES_2
INVESTMENTS - RELATED PARTIES (Details) - Avalanche International Corp. ("AVLP") and Alzamend Neuro, Inc. ("Alzamend") [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Investment in convertible promissory note of AVLP | $ 11,269,136 | $ 9,595,079 |
Short term advance in Alzamend | 750,000 | |
Investment in convertible promissory note of Alzamend | 50,000 | |
Accrued interest in convertible promissory note of AVLP | 2,026,812 | 2,025,475 |
Total investment in convertible promissory note of AVLP - Gross | 14,095,948 | 11,620,554 |
Less: provision for loan losses | (3,870) | |
Less: original issue discount | (3,423,608) | (5,079,834) |
Total investment in convertible promissory note of AVLP | 10,668,470 | 6,540,720 |
Investment in derivative instruments of AVLP | 4,986,552 | 1,330,684 |
Investment in common stock of AVLP | 499,588 | 238,602 |
Investment in common stock of Alzamend | 653,251 | 558,938 |
Investment in derivative instruments and common stock of AVLP and Alzamend | 6,139,391 | 2,128,224 |
Total investment in AVLP and Alzamend - Net | 16,807,861 | 8,668,944 |
Investment in warrants and common stock of AVLP and Alzamend | 6,139,391 | 2,128,224 |
Investment in convertible promissory note of AVLP | 10,668,470 | 6,540,720 |
Total investment in AVLP and Alzamend - Net | $ 16,807,861 | $ 8,668,944 |
INVESTMENTS - RELATED PARTIES_3
INVESTMENTS - RELATED PARTIES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair value of derivative instruments issued by AVLP | $ 48,842 | $ (1,124,953) |
Avalanche International Corp. [Member] | ||
Balance at beginning | 8,668,944 | 8,655,120 |
Investment in convertible promissory notes of AVLP | 1,330,283 | 1,600,164 |
Payment of convertible promissory notes of AVLP | 38,128 | |
Investment in convertible promissory note of Alzamend | 45,484 | |
Investment in common stock of AVLP and Alzamend | 11,872 | 261,132 |
Short term advance in Alzamend | 750,000 | |
Fair value of derivative instruments issued by AVLP | 343,774 | 1,050,918 |
Unrealized loss in derivative instruments of AVLP | 3,312,094 | (1,950,875) |
Unrealized loss in common stock of AVLP and Alzamend | 297,943 | (276,450) |
Provision for loan losses | 8,002 | (4,000,000) |
Accretion of discount | 2,000,000 | 2,307,777 |
Accrued Interest | 1,337 | 1,021,158 |
Balance at ending | 16,807,861 | 8,668,944 |
Avalanche International Corp. [Member] | Warrants and Common Stock [Member] | ||
Balance at beginning | 2,128,224 | 3,043,499 |
Investment in convertible promissory notes of AVLP | ||
Investment in convertible promissory note of Alzamend | 45,484 | |
Investment in common stock of AVLP and Alzamend | 11,872 | 261,132 |
Fair value of derivative instruments issued by AVLP | 343,774 | 1,050,918 |
Unrealized loss in derivative instruments of AVLP | 3,312,094 | (1,950,875) |
Unrealized loss in common stock of AVLP and Alzamend | 297,943 | (276,450) |
Provision for loan losses | ||
Accretion of discount | ||
Accrued Interest | ||
Balance at ending | 6,139,391 | 2,128,224 |
Avalanche International Corp. [Member] | 8% Convertible Promissory Note [Member] | ||
Balance at beginning | 6,540,720 | 5,611,621 |
Investment in convertible promissory notes of AVLP | 1,330,283 | 1,600,164 |
Payment of convertible promissory notes of AVLP | 38,128 | |
Investment in common stock of AVLP and Alzamend | ||
Short term advance in Alzamend | 750,000 | |
Fair value of derivative instruments issued by AVLP | ||
Unrealized loss in derivative instruments of AVLP | ||
Unrealized loss in common stock of AVLP and Alzamend | ||
Provision for loan losses | 8,002 | (4,000,000) |
Accretion of discount | 2,000,000 | 2,307,777 |
Accrued Interest | 1,337 | 1,021,158 |
Balance at ending | $ 10,668,470 | $ 6,540,720 |
INVESTMENTS - RELATED PARTIES_4
INVESTMENTS - RELATED PARTIES (Details Narrative) | Aug. 20, 2020shares | Dec. 31, 2020USD ($)Number$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares |
Number of shares issued (in shares) | shares | 217,398 | ||
Net unrealized gain (loss) on derivative securities, related party | $ 3,312,094 | $ (1,950,875) | |
Provision for credit losses | $ (2,000,000) | $ 4,000,000 | |
Common Stock [Member] | |||
Number of shares issued (in shares) | shares | 413,793 | ||
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 | $ 0.50 | $ 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 | $ 2,307,777 | ||
Interest income from related party | $ 1,021,158 | ||
Interest rate | 12.00% | ||
Recognized unrealized gain | $ 248,248 | ||
Avalanche International Corp. [Member] | Convertible Promissory Note [Member] | |||
Convertible promissory note aggregate principal amount | 9,872,340 | ||
Avalanche International Corp. [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member] | |||
Unrealized gain (loss) on its investment | 1,052,162 | $ 4,364,256 | |
Net unrealized gain (loss) on derivative securities, related party | $ 3,312,094 | $ 1,950,875 | |
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 | ||
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 | ||
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 | ||
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 | ||
Alzamend [Member] | Common Stock [Member] | |||
Number of shares repurchased (in shares) | shares | 55,263 | 372,625 | |
Number of share repurchased, value | $ 44,210 | $ 208,100 | |
Closing price of stock | $ / shares | $ 1.50 | ||
Alzamend [Member] | 12% New Convertible Promissory Note [Member] | |||
Interest income for the discount accretion | $ 8,002 | ||
Interest income from related party | $ 1,337 | ||
Interest rate | 8.00% | ||
Alzamend [Member] | 12% New Convertible Promissory Note [Member] | |||
Recognized unrealized gain | $ 389,522 | ||
Alzamend [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member] | |||
Unrealized gain (loss) on its investment | $ 453 | ||
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 | ||
Alzamend [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member] | Price Volatility [Member] | |||
Measurement input | Number | 103.7 | ||
Alzamend [Member] | DPW Holdings [Member] | |||
Short term advance | $ 750,000 | ||
Convertible promissory note aggregate principal amount | $ 50,000 | ||
Conversion price (in dollars per share) | $ / shares | $ 3 | ||
Interest rate | 8.00% | ||
Debt instrument maturity terms | 5 years | ||
Number of warrants purchased | shares | 16,667 | ||
Avalanche International Corp. [Member] | |||
Number of warrants purchased | shares | 22,537,871 | ||
Avalanche International Corp. [Member] | DPW Holdings [Member] | |||
Convertible promissory note aggregate principal amount | $ 11,269,136 | ||
Conversion price (in dollars per share) | $ / shares | $ 0.50 | ||
Interest rate | 12.00% | ||
Debt instrument maturity terms | 5 years | ||
Number of warrants purchased | shares | 22,537,891 | ||
Ownership percentage | 18.00% |
INVESTMENTS IN LIMITED PARTNE_2
INVESTMENTS IN LIMITED PARTNERSHIP (Details Narrative) | Dec. 31, 2020USD ($) |
NY Partnership [Member] | |
Real estate investment | $ 1,869,000 |
OTHER INVESTMENTS, RELATED PA_2
OTHER INVESTMENTS, RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Dec. 05, 2017 | |
Number of shares sold | 12,582,000 | ||||
Payments to acquire property | $ 582,092 | $ 189,302 | |||
Amortization expense | 7,251,365 | 3,709,993 | |||
Unamortized balance | 202,500 | 232,500 | |||
Tenancy In Common Agreement [Member] | |||||
Amortization expense | 30,000 | 30,000 | |||
WT Johnson & Sons [Member] | Convertible Promissory Note A [Member] | |||||
Number of shares issued upon conversion | 750 | ||||
Number of shares sold | 750 | ||||
Proceeds from promissory note | $ 2,267,766 | ||||
Value added tax payable | 400,500 | $ 400,500 | |||
WT Johnson & Sons [Member] | Convertible Promissory Note A [Member] | Exchange Agreement [Member] | |||||
Principal amount | $ 600,000 | ||||
Value added tax payable | $ 2,668,266 | 2,668,266 | |||
Debt carrying amount | $ 600,000 | $ 600,000 | |||
WT Johnson & Sons [Member] | 10% Convertible Secured Notes [Member] | Exchange Agreement [Member] | |||||
Principal amount | $ 1,667,766 | ||||
Amos Kohn [Member] | |||||
Payments to acquire property | $ 300,000 | ||||
Amos Kohn [Member] | Undivided Interest [Member] | |||||
Percentage of real property | 28.00% | 28.00% | |||
Roni Kohn [Member] | |||||
Percentage of real property | 72.00% | 72.00% |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Prepaid and other current assets | $ 2,988,080 | $ 1,324,161 | |
Goodwill | 9,645,686 | $ 8,100,947 | $ 8,197,818 |
Relec [Member] | |||
Accounts receivable | 632,910 | ||
Prepaid and other current assets | 53,127 | ||
Inventories | 993,968 | ||
Property and equipment | 94,167 | ||
Customer relationships | 900,000 | ||
Trade name | 500,000 | ||
Accounts payable and accrued expenses | (556,982) | ||
Net assets acquired | 2,617,190 | ||
Goodwill | 1,147,894 | ||
Purchase price | $ 3,765,084 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2020USD ($) | Nov. 30, 2020GBP (£) | Dec. 31, 2023USD ($) | Dec. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Relec [Member] | ||||||
Purchase price | $ 3,765,084 | |||||
Relec [Member] | Stock Purchase Agreement [Member] | ||||||
Purchase price | $ 3,765,084 | |||||
Earn out payments | 3,627,534 | |||||
Relec [Member] | Stock Purchase Agreement [Member] | Subsequent Event [Member] | ||||||
Earn out payments | $ 667,000 | $ 667,000 | $ 667,000 | |||
Tabard [Member] | Stock Purchase Agreement [Member] | ||||||
Sale of asset | $ 667,000 | |||||
Tabard [Member] | Stock Purchase Agreement [Member] | United Kingdom, Pounds | ||||||
Sale of asset | £ | £ 500,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details 1) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Exercise Price Range $480.00 - $560.00 [Member] | |
Exercise Price, lower limit | $ 480 |
Exercise Price, upper limit | $ 560 |
Options Outstanding | shares | 894 |
Weighted Average Remaining Contractual Life (Years) | 4 years 11 months 12 days |
Weighted Average Exercise Price, Outstanding | $ 537.34 |
Options, Exercisable | shares | 592 |
Weighted Average Exercise Price, Exercisable | $ 534.25 |
Exercise Price Range $1,208.00 - $1,352.00 [Member] | |
Exercise Price, lower limit | 1,208 |
Exercise Price, upper limit | $ 1,352 |
Options Outstanding | shares | 31 |
Weighted Average Remaining Contractual Life (Years) | 2 years 7 months 17 days |
Weighted Average Exercise Price, Outstanding | $ 1,339.20 |
Options, Exercisable | shares | 31 |
Weighted Average Exercise Price, Exercisable | $ 1,339.20 |
Exercise Price Range $480.00 - $1,352.00 [Member] | |
Exercise Price, lower limit | 480 |
Exercise Price, upper limit | $ 1,352 |
Options Outstanding | shares | 925 |
Weighted Average Remaining Contractual Life (Years) | 4 years 10 months 13 days |
Weighted Average Exercise Price, Outstanding | $ 564.43 |
Options, Exercisable | shares | 623 |
Weighted Average Exercise Price, Exercisable | $ 574.60 |
Issuances Outside Of Plans [Member] | |
Exercise Price, upper limit | $ 1.79 |
Options Outstanding | shares | 850,000 |
Weighted Average Remaining Contractual Life (Years) | 9 years 8 months 19 days |
Weighted Average Exercise Price, Outstanding | $ 1.79 |
Options, Exercisable | shares | 0 |
Weighted Average Exercise Price, Exercisable | $ 0 |
Total Options [Member] | |
Exercise Price, lower limit | 480 |
Exercise Price, upper limit | $ 1,856 |
Options Outstanding | shares | 850,925 |
Weighted Average Remaining Contractual Life (Years) | 9 years 8 months 16 days |
Weighted Average Exercise Price, Outstanding | $ 2.40 |
Options, Exercisable | shares | 623 |
Weighted Average Exercise Price, Exercisable | $ 574.60 |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total stock-based compensation | $ 292,283 | $ 292,283 |
Stock Based Compensation From Plans [Member] | ||
Total stock-based compensation | 260,033 | 715,877 |
Stock Based Compensation From Issuances Outside Plans [Member] | ||
Total stock-based compensation | $ 32,250 | $ 868,114 |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details 3) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Shares Available for Grant | |||
Beginning balance | 103,105 | 12,695 | |
Amendment to 2018 SIP | 162,500 | ||
Restricted stock awards | (96,875) | (75,000) | |
Forfeited | 463 | [1] | 2,910 |
Exercised | |||
Ending balance | 6,693 | 103,105 | |
Number of Shares | |||
Beginning balance | 1,388 | 4,328 | |
Forfeited | (463) | [1] | (2,940) |
Ending balance | 925 | 1,388 | |
Weighted Average Exercise Price | |||
Beginning balance | $ 636.47 | $ 576.40 | |
Granted | 560 | ||
Forfeited | 780.54 | [1] | 853.47 |
Ending balance | $ 564.43 | $ 636.47 | |
Weighted Average Remaining Contractual Life | |||
Beginning balance | 7 years 6 months 7 days | ||
Ending balance | 4 years 10 months 13 days | 6 years 3 months 29 days | |
Aggregate Intrinsic Value | |||
Beginning balance | $ 0 | ||
Ending balance | $ 0 | $ 0 | |
[1] | Includes options that were issued pursuant to the Company's 2002 Plan and are not available for future issuance. |
STOCK-BASED COMPENSATION (Det_4
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | Jul. 19, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Weighted average exercise price | $ 560 | ||
Share-based compensation expense | $ 292,283 | $ 292,283 | |
Compensation cost not yet recognized | $ 122,613 | ||
Weighted average period for recognition | 1 year 7 months 9 days | ||
Number of warrant issued | 6,500 | ||
Employee [Member] | |||
Vesting period | 4 years | ||
Zvika Avni [Member] | Common Stock [Member] | Enertec Systems 2001 Ltd. [Member] | |||
Share-based compensation expense | $ 813,405 | ||
Number of shares issued | 251,000 | ||
Number of warrant issued | 27,889 | ||
Excercise price of warrant | $ 0.01 | ||
Warrant term | 10 years | ||
2018 Amendment Stock Option Plan [Member] | |||
Number of shares issued | 175,000 | ||
2017 Stock Incentive Plan [Member] | Consultants and Service Providers [Member] | Common Stock [Member] | |||
Weighted average grant date fair value | $ 182,575 | $ 338,619 | |
Number of shares issued | 102,500 | 69,375 | |
2012 Stock Option Plan [Member] | |||
Number of shares authorized | 184,216 | ||
Number of shares available for grant | 6,693 | ||
2012 Stock Option Plan [Member] | Maximum [Member] | |||
Expiration period | 10 years | ||
2012 Stock Option Plan [Member] | Minimum [Member] | |||
Expiration period | 5 years |
WARRANTS (Details)
WARRANTS (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Number warrant outstanding | shares | 6,500 |
Exercise Price $0.00 [Member] | |
Exercse price (in dollars per share) | |
Number warrant outstanding | shares | 6,500 |
Weighted average remaining contractual life (years) | 3 years 3 months |
Warrant outstanding, weighted average exercise price (in dollars per share) | |
Warrant exercisable, weighted average exercise price (in dollars per share) | $ 6,500 |
Exercise Price $0.88 - $1.9 [Member] | |
Number warrant outstanding | shares | 3,237,016 |
Weighted average remaining contractual life (years) | 4 years 3 months 18 days |
Warrant outstanding, weighted average exercise price (in dollars per share) | $ 1.43 |
Warrant exercisable, weighted average exercise price (in dollars per share) | $ 3,237,016 |
Exercise Price $8.00 - $19.80 [Member] | |
Number warrant outstanding | shares | 53,452 |
Weighted average remaining contractual life (years) | 3 years 4 months 13 days |
Warrant outstanding, weighted average exercise price (in dollars per share) | $ 12.74 |
Warrant exercisable, weighted average exercise price (in dollars per share) | $ 53,452 |
Exercise Price $440 - $920 [Member] | |
Number warrant outstanding | shares | 16,225 |
Weighted average remaining contractual life (years) | 2 years 2 months 8 days |
Warrant outstanding, weighted average exercise price (in dollars per share) | $ 733.40 |
Warrant exercisable, weighted average exercise price (in dollars per share) | $ 16,225 |
Exercise Price $1,040 - $2,000 [Member] | |
Number warrant outstanding | shares | 2,367 |
Weighted average remaining contractual life (years) | 2 years 2 months 4 days |
Warrant outstanding, weighted average exercise price (in dollars per share) | $ 1,404.85 |
Warrant exercisable, weighted average exercise price (in dollars per share) | $ 2,367 |
Exercise Price $0.88 - $2,000 [Member] | |
Number warrant outstanding | shares | 3,315,560 |
Weighted average remaining contractual life (years) | 4 years 3 months 7 days |
Warrant outstanding, weighted average exercise price (in dollars per share) | $ 6.19 |
Warrant exercisable, weighted average exercise price (in dollars per share) | 3,315,560 |
Minimum [Member] | Exercise Price $0.88 - $1.9 [Member] | |
Exercse price (in dollars per share) | 0.88 |
Warrant exercisable, weighted average exercise price (in dollars per share) | 0.88 |
Minimum [Member] | Exercise Price $8.00 - $19.80 [Member] | |
Exercse price (in dollars per share) | 8 |
Warrant exercisable, weighted average exercise price (in dollars per share) | 8 |
Minimum [Member] | Exercise Price $440 - $920 [Member] | |
Exercse price (in dollars per share) | 440 |
Warrant exercisable, weighted average exercise price (in dollars per share) | 440 |
Minimum [Member] | Exercise Price $1,040 - $2,000 [Member] | |
Exercse price (in dollars per share) | 1,040 |
Warrant exercisable, weighted average exercise price (in dollars per share) | 1,040 |
Minimum [Member] | Exercise Price $0.88 - $2,000 [Member] | |
Exercse price (in dollars per share) | 0.88 |
Warrant exercisable, weighted average exercise price (in dollars per share) | 0.88 |
Maximum [Member] | Exercise Price $0.88 - $1.9 [Member] | |
Exercse price (in dollars per share) | 1.91 |
Warrant exercisable, weighted average exercise price (in dollars per share) | 1.91 |
Maximum [Member] | Exercise Price $8.00 - $19.80 [Member] | |
Exercse price (in dollars per share) | 19.80 |
Warrant exercisable, weighted average exercise price (in dollars per share) | 19.80 |
Maximum [Member] | Exercise Price $440 - $920 [Member] | |
Exercse price (in dollars per share) | 920 |
Warrant exercisable, weighted average exercise price (in dollars per share) | 920 |
Maximum [Member] | Exercise Price $1,040 - $2,000 [Member] | |
Exercse price (in dollars per share) | 2,000 |
Warrant exercisable, weighted average exercise price (in dollars per share) | 2,000 |
Maximum [Member] | Exercise Price $0.88 - $2,000 [Member] | |
Exercse price (in dollars per share) | 2,000 |
Warrant exercisable, weighted average exercise price (in dollars per share) | $ 2,000 |
WARRANTS (Details 1)
WARRANTS (Details 1) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
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) | $ 1.21 | $ 10.34 |
Minimum [Member] | ||
Weighted average risk-free interest rate | 0.12% | 2.28% |
Weighted average life (in years) | 1 year 2 months 16 days | |
Volatility | 86.30% | 87.50% |
Maximum [Member] | ||
Weighted average risk-free interest rate | 1.38% | 1.75% |
Weighted average life (in years) | 5 years | |
Volatility | 104.60% | 85.50% |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | Feb. 20, 2020 | May 20, 2019 | Apr. 02, 2019 | Nov. 19, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 27, 2020 | Oct. 22, 2020 | Jun. 26, 2020 | May 28, 2020 | Jul. 03, 2019 |
Number of shares issued | 217,398 | ||||||||||
Warrant [Member] | |||||||||||
Number of shares issued | 12,500 | 388,888 | 7,542,987 | 7,542,987 | |||||||
Warrant exercise price (in dollars per share) | $ 12 | $ 18 | $ 2.64 | $ 2.64 | |||||||
Number of prohibited warrants to purchase shares | 2,627,394 | ||||||||||
Warrant [Member] | Master Exchange Agreement [Member] | |||||||||||
Number of shares issued | 1,700,361 | ||||||||||
Warrant exercise price (in dollars per share) | $ 1.43 | ||||||||||
Warrant [Member] | 12% Convertible Promissory Note [Member] | |||||||||||
Principal amount | $ 1,492,000 | ||||||||||
Warrant [Member] | 4% Convertible Promissory Note [Member] | |||||||||||
Principal amount | $ 660,000 | ||||||||||
Warrant [Member] | 10% Convertible Promissory Note [Member] | |||||||||||
Principal amount | $ 200,000 | ||||||||||
Number of warrants purchased | 400,000 | ||||||||||
Warrant exercise price (in dollars per share) | $ 1.07 | ||||||||||
Warrant [Member] | Promissory Note [Member] | |||||||||||
Principal amount | $ 850,000 | $ 2,000,000 | $ 800,000 | ||||||||
Number of warrants purchased | 425,000 | 729,927 | 361,991 | ||||||||
Warrant exercise price (in dollars per share) | $ 2.20 | $ 3.01 | $ 2.43 | ||||||||
Warrant [Member] | Promissory Note [Member] | |||||||||||
Principal amount | $ 2,250,000 | $ 350,000 | |||||||||
Number of warrants purchased | 1,323,531 | 148,936 | |||||||||
Warrant exercise price (in dollars per share) | $ 1.87 | $ 2.59 | |||||||||
Warrant [Member] | A.G.P./Alliance Global Partners [Member] | |||||||||||
Number of warrants purchased | 15,555 | ||||||||||
Warrant exercise price (in dollars per share) | $ 19.80 | ||||||||||
Warrant [Member] | Esousa Holdings, LLC [Member] | 12% Short-Term Promissory Note [Member] | |||||||||||
Principal amount | $ 2,000,000 | ||||||||||
Number of warrants purchased | 1,536,655 | ||||||||||
Warrant exercise price (in dollars per share) | $ 1.43 | ||||||||||
Warrant [Member] | Exercise Price $10.28 [Member] | |||||||||||
Number of shares issued | 759,443 | ||||||||||
Warrant exercise price (in dollars per share) | $ 10.28 | ||||||||||
Warrant [Member] | Exercise Price $1.79 [Member] | |||||||||||
Number of shares issued | 6,783,544 | ||||||||||
Warrant exercise price (in dollars per share) | $ 1.79 | ||||||||||
Pre-Funded Warrants [Member] | A.G.P./Alliance Global Partners [Member] | |||||||||||
Number of warrants purchased | 317,500 | ||||||||||
Warrant exercise price (in dollars per share) | $ 0.40 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Other Current Liabilities | ||
Accrued payroll and payroll taxes | $ 1,411,728 | $ 1,237,054 |
Warranty liability | 90,640 | 80,412 |
Other accrued expenses | 287,457 | 218,380 |
Total | $ 1,789,825 | $ 1,535,846 |
LEASES (Details)
LEASES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating right-of-use assets | $ 4,317,778 | |
Operating lease liability - current | 524,326 | $ 484,819 |
Operating lease liability - non-current | $ 3,854,573 | $ 3,726,493 |
LEASES (Details 1)
LEASES (Details 1) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 951,196 |
Short-term lease cost | |
Variable lease cost | $ 106,927 |
LEASES (Details 2)
LEASES (Details 2) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 1,024,478 |
Right-of-use assets obtained in exchange for new operating lease liabilities | |
Weighted-average remaining lease term - operating leases | 7 years 3 months 18 days |
Weighted-average discount rate - operating leases | 10.00% |
LEASES (Details 3)
LEASES (Details 3) | Dec. 31, 2020USD ($) |
Payments due by period | |
2021 | $ 938,240 |
2022 | 929,925 |
2023 | 952,526 |
2024 | 914,693 |
2025 | 697,692 |
Thereafter | 1,793,975 |
Total lease payments | 6,227,051 |
Less interest | (1,848,152) |
Present value of lease liabilities | $ 4,378,899 |
LEASES (Details Narrative)
LEASES (Details Narrative) - Office Space And Restaurant [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Lease options to terminate | Within 1 year. |
Minimum [Member] | |
Lease terms | 2 months |
Maximum [Member] | |
Lease terms | 11 years |
ADVANCES ON FUTURE RECEIPTS (De
ADVANCES ON FUTURE RECEIPTS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cost of future receipts | $ 0 | $ 2,210,392 |
Purchase and Sale Agreement [Member] | TVT Capital LLC [Member] | ||
Non-cash interest expense | $ 86,506 | $ 495,361 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total notes payable | $ 4,384,509 | $ 6,652,655 |
Less: Unamortized debt discounts | (29,348) | |
Less: Unamortized financing cost | (3,668) | |
Total notes payable, net of financing cost | 4,384,509 | 6,619,639 |
Less: current portion | (4,048,009) | (6,137,015) |
Notes payable - long-term portion | 336,500 | 482,624 |
Other Short Term Notes Payable [Member] | ||
Total notes payable | 1,088,899 | 1,050,339 |
Esousa Purchased Notes [Member] | ||
Total notes payable | 2,828,323 | |
Short Term Bank Credit [Member] | ||
Total notes payable | 1,404,096 | 1,622,337 |
Note Payable To Dept. Of Economic And Community Development [Member] | ||
Total notes payable | 196,597 | 229,096 |
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 | 200,000 | 632,000 |
Notes Payable To Wells Fargo [Member] | ||
Total notes payable | $ 182,615 | $ 290,560 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | Sep. 02, 2020USD ($) | Aug. 20, 2020USD ($)shares | Aug. 07, 2020USD ($) | Jul. 30, 2020USD ($) | Jun. 26, 2020USD ($)$ / sharesshares | May 28, 2020USD ($) | May 28, 2020USD ($)shares | May 27, 2020USD ($) | Mar. 04, 2020shares | Feb. 20, 2020$ / sharesshares | Feb. 10, 2020USD ($)shares | Jul. 11, 2019 | Jul. 03, 2019 | Jun. 18, 2019USD ($)shares | May 20, 2019$ / sharesshares | Apr. 02, 2019$ / sharesshares | Aug. 16, 2018USD ($) | Mar. 23, 2018USD ($) | Oct. 18, 2017 | Aug. 31, 2016USD ($) | Mar. 31, 2020USD ($) | Nov. 30, 2019USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Oct. 31, 2020USD ($) | Sep. 30, 2020 | Apr. 30, 2020USD ($) | Feb. 05, 2020USD ($) | Dec. 28, 2018USD ($) | Oct. 09, 2018USD ($) | Aug. 23, 2018USD ($) |
Repaid of debt | $ 570,000 | |||||||||||||||||||||||||||||||
Number of shares issued (in shares) | shares | 217,398 | |||||||||||||||||||||||||||||||
Loss on extinguishment | $ (18,706,488) | (966,134) | ||||||||||||||||||||||||||||||
Debt discount | 29,348 | |||||||||||||||||||||||||||||||
Notes payable | 4,384,509 | 4,384,509 | 6,652,655 | |||||||||||||||||||||||||||||
Coronavirus Aid Relief And Economic Security Act [Member] | ||||||||||||||||||||||||||||||||
Relief fund amount | $ 2,000,000,000,000 | |||||||||||||||||||||||||||||||
12% Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 360,000 | |||||||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||||||
Maturity date | Feb. 14, 2020 | |||||||||||||||||||||||||||||||
Net proceeds | $ 300,000 | |||||||||||||||||||||||||||||||
Debt discount | $ 60,000 | |||||||||||||||||||||||||||||||
Paycheck Protection Program Loan [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 715,101 | |||||||||||||||||||||||||||||||
12% July 2019 Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 1,492,000 | $ 1,492,000 | 860,000 | |||||||||||||||||||||||||||||
Accured interest amount | $ 17,837 | |||||||||||||||||||||||||||||||
Number of shares issued (in shares) | shares | 99,753 | |||||||||||||||||||||||||||||||
Interest rate | 12.00% | 12.00% | ||||||||||||||||||||||||||||||
Maturity date | Jan. 22, 2020 | |||||||||||||||||||||||||||||||
Debt discount based on the estimated fair value of the warrants | $ 142,070 | $ 142,070 | ||||||||||||||||||||||||||||||
Debt discount based on the relative fair values of the warrants | 351,958 | 351,958 | ||||||||||||||||||||||||||||||
Non-cash interest expense | $ 351,958 | |||||||||||||||||||||||||||||||
Description of certain beneficial ownership limitations | The investor had the right to convert the principal amount of this note and accrued interest earned thereon at any time into shares of Common Stock at $8.80 per share. | |||||||||||||||||||||||||||||||
Note Payable To Peoples United Bank [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 20,000 | $ 20,000 | ||||||||||||||||||||||||||||||
Interest rate | 15.00% | 15.00% | ||||||||||||||||||||||||||||||
Notes payable | $ 17,101 | $ 17,101 | $ 16,890 | |||||||||||||||||||||||||||||
Notes Payable To Wells Fargo [Member] | ||||||||||||||||||||||||||||||||
Interest rate | 4.00% | 4.00% | ||||||||||||||||||||||||||||||
Notes payable | $ 182,615 | $ 182,615 | 290,560 | |||||||||||||||||||||||||||||
Repayment of certain equity lines of credit | 182,615 | 290,560 | ||||||||||||||||||||||||||||||
Outstanding balance of line of credit | 182,615 | |||||||||||||||||||||||||||||||
Note Payable To Dept. Of Economic And Community Development [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 300,000 | |||||||||||||||||||||||||||||||
Repaid of debt | $ 103,403 | |||||||||||||||||||||||||||||||
Interest rate | 3.00% | |||||||||||||||||||||||||||||||
Maturity date | Aug. 31, 2026 | |||||||||||||||||||||||||||||||
Notes payable | 196,597 | 196,597 | 229,096 | |||||||||||||||||||||||||||||
Enertec Short Term Bank Credit[Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 1,404,096 | $ 1,404,096 | $ 1,622,337 | |||||||||||||||||||||||||||||
Interest term | Bears interest at prime plus 0.7% through 3.85% paid either on a monthly or weekly basis. | |||||||||||||||||||||||||||||||
Enertec Secured Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 500,000 | |||||||||||||||||||||||||||||||
Risk Free Interest Rate [Member] | 12% July 2019 Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Measurement input | 1.75 | 1.75 | ||||||||||||||||||||||||||||||
Volatility Rate [Member] | 12% July 2019 Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Measurement input | 85.47 | 85.47 | ||||||||||||||||||||||||||||||
Warrant [Member] | Risk Free Interest Rate [Member] | ||||||||||||||||||||||||||||||||
Measurement input | 0 | 0 | ||||||||||||||||||||||||||||||
Warrant [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Measurement input | 0 | 0 | ||||||||||||||||||||||||||||||
Warrant [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Measurement input | 1 | 1 | ||||||||||||||||||||||||||||||
Warrant [Member] | Volatility Rate [Member] | ||||||||||||||||||||||||||||||||
Measurement input | 105 | 105 | ||||||||||||||||||||||||||||||
Warrant [Member] | Volatility Rate [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Measurement input | 86 | 86 | ||||||||||||||||||||||||||||||
Warrant [Member] | Volatility Rate [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Measurement input | 101 | 101 | ||||||||||||||||||||||||||||||
Warrant [Member] | Risk Free Interest Rate [Member] | ||||||||||||||||||||||||||||||||
Measurement input | 0.12 | 0.12 | ||||||||||||||||||||||||||||||
Stock Option [Member] | ||||||||||||||||||||||||||||||||
Warrant issued | shares | 1,700,360 | 1,700,360 | ||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 600,000 | |||||||||||||||||||||||||||||||
Number of shares issued (in shares) | shares | 413,793 | |||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued (in shares) | shares | 12,500 | 388,888 | 7,542,987 | 7,542,987 | ||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 12 | $ 18 | $ 2.64 | $ 2.64 | $ 2.64 | |||||||||||||||||||||||||||
Master Exchange Agreement [Member] | May 2020 Promissory Notes [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 554,781 | |||||||||||||||||||||||||||||||
Accured interest amount | $ 44,734 | |||||||||||||||||||||||||||||||
Master Exchange Agreement [Member] | 12% July 2019 Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 632,000 | |||||||||||||||||||||||||||||||
Accured interest amount | $ 258,788 | |||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
Master Exchange Agreement [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued (in shares) | shares | 1,700,361 | |||||||||||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 1.43 | |||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | 12% Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 1,000,000 | |||||||||||||||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||||||||||||||||
Maturity date | Jun. 22, 2018 | |||||||||||||||||||||||||||||||
Net proceeds | $ 900,000 | |||||||||||||||||||||||||||||||
Percentage of original issue discount | 10.00% | |||||||||||||||||||||||||||||||
Dominion Short Term Promissory Note [Member] | Master Exchange Agreement [Member] | ||||||||||||||||||||||||||||||||
Warrant issued | shares | 132,236 | 132,236 | ||||||||||||||||||||||||||||||
Number of option deemed | $ 1,700,360 | |||||||||||||||||||||||||||||||
Dominion Short Term Promissory Note [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued (in shares) | shares | 12,500 | |||||||||||||||||||||||||||||||
12% Short-Term Promissory Notes [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||
Warrant issued | shares | 836,725 | 836,725 | ||||||||||||||||||||||||||||||
Principal And Interest Payments [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 150,000 | |||||||||||||||||||||||||||||||
Interest rate | 3.75% | |||||||||||||||||||||||||||||||
Principal and interest payments | $ 731 | |||||||||||||||||||||||||||||||
Institutional Investor [Member] | February 2020 Exchange Agreement [Member] | 12% Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 585,919 | |||||||||||||||||||||||||||||||
Institutional Investor [Member] | Master Exchange Agreement [Member] | 12% Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 585,919 | |||||||||||||||||||||||||||||||
Accured interest amount | $ 162,863 | |||||||||||||||||||||||||||||||
Institutional Investor [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 235,796 | $ 235,796 | ||||||||||||||||||||||||||||||
Description of agreement | The Company exchanged a 12% short-term promissory note in the principal amount of $235,796 plus accrued interest of $118,985 for a new note due and payable on June 30, 2020. | |||||||||||||||||||||||||||||||
Loss on extinguishment | $ 20,345 | |||||||||||||||||||||||||||||||
Maturity date | Nov. 28, 2020 | |||||||||||||||||||||||||||||||
Institutional Investor [Member] | Securities Purchase Agreement [Member] | Investor Note Due On November 28, 2020 [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 200,000 | $ 200,000 | ||||||||||||||||||||||||||||||
Purchase price of note | $ 160,000 | |||||||||||||||||||||||||||||||
Percentage of original issue discount | 20.00% | |||||||||||||||||||||||||||||||
Institutional Investor [Member] | Securities Purchase Agreement [Member] | 12% July 2019 Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Description of agreement | In exchange for the term promissory note issued by the Company to the investor on March 23, 2018, we sold a convertible promissory note in the principal face amount of $1,292,000 plus a default premium of $200,000, and (ii) a five-year warrant to purchase of 25,000 shares of our common stock at an exercise price of $8.80 per share. | |||||||||||||||||||||||||||||||
Institutional Investor [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 585,919 | |||||||||||||||||||||||||||||||
Institutional Investor [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | Investor Note Due On November 28, 2020 [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued (in shares) | shares | 400,000 | |||||||||||||||||||||||||||||||
Warrant tem | 5 years | 5 years | ||||||||||||||||||||||||||||||
Institutional Investor [Member] | 8% Senior Secured Promissory Note [Member] | Master Exchange Agreement [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 318,150 | |||||||||||||||||||||||||||||||
Institutional Investor [Member] | 8% Senior Secured Promissory Note [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 318,150 | |||||||||||||||||||||||||||||||
Maturity date | Feb. 15, 2019 | |||||||||||||||||||||||||||||||
Esousa Holdings LLC [Member] | Risk Free Interest Rate [Member] | 12% Short-Term Promissory Notes [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Measurement input | 0 | |||||||||||||||||||||||||||||||
Esousa Holdings LLC [Member] | Risk Free Interest Rate [Member] | 12% Short-Term Promissory Notes [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Measurement input | 1 | |||||||||||||||||||||||||||||||
Esousa Holdings LLC [Member] | Volatility Rate [Member] | 12% Short-Term Promissory Notes [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Measurement input | 86 | |||||||||||||||||||||||||||||||
Esousa Holdings LLC [Member] | Volatility Rate [Member] | 12% Short-Term Promissory Notes [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Measurement input | 100.82 | |||||||||||||||||||||||||||||||
Esousa Holdings LLC [Member] | Unsecured Short Term Promissory Notes [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 3,200,000 | |||||||||||||||||||||||||||||||
Debt original issuance discount | $ 3,062,644 | |||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
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 | $ 1.43 | $ 1.43 | ||||||||||||||||||||||||||||||
Esousa Holdings LLC [Member] | 12% Short-Term Promissory Notes [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued (in shares) | shares | 1,536,655 | |||||||||||||||||||||||||||||||
Investor [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued (in shares) | shares | 8,332,904 | |||||||||||||||||||||||||||||||
Value of shares issued | $ 4,401,023 | $ 2,142,504 | ||||||||||||||||||||||||||||||
Loss on extinguishment | 15,488,644 | |||||||||||||||||||||||||||||||
Microphase Corporation [Member] | Paycheck Protection Program Loan [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 467,333 | |||||||||||||||||||||||||||||||
Dominion Capital, LLC [Member] | 10% Senior Secured Promissory Note [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 2,900,000 | |||||||||||||||||||||||||||||||
Number of shares issued (in shares) | shares | 12,500 | |||||||||||||||||||||||||||||||
Accredited Investor [Member] | Unsecured Short Term Promissory Notes [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 85,000 | |||||||||||||||||||||||||||||||
Principal and interest payments | 46,500 | |||||||||||||||||||||||||||||||
Outstanding debt | 38,500 | |||||||||||||||||||||||||||||||
Accredited Investor [Member] | Promissory Notes [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 60,000 | |||||||||||||||||||||||||||||||
Principal and interest payments | 33,301 | |||||||||||||||||||||||||||||||
Outstanding debt | 26,699 | |||||||||||||||||||||||||||||||
Ding Gu [Member] | 12% Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Description of non-binding term sheet | To sell, for a purchase price of $400,000, a 12% original issue discount promissory note with an aggregate principal face amount of $440,000. Definitive documents have not been executed and a dispute has arisen over the transaction. | |||||||||||||||||||||||||||||||
Description of damages sought | Those of a 4% convertible promissory note, in the amount of $660,000 (see note 21), seeking, among other things, monetary damages in excess of $1,100,000. | |||||||||||||||||||||||||||||||
Ault Alliance [Member] | 12% Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Principal amount | 155,000 | |||||||||||||||||||||||||||||||
Power-Plus [Member] | Two Year Promissory Note [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 255,000 | 255,000 | ||||||||||||||||||||||||||||||
Description of cancellation of debt | The Company entered into a subscription agreement with the former owner under which the Company sold 173 shares of common stock at $537.57 per share for an aggregate purchase price of $93,000. | |||||||||||||||||||||||||||||||
Outstanding debt | $ 13,250 | $ 13,250 | ||||||||||||||||||||||||||||||
Several Institutional Investors [Member] | June 20 Short-Term Promissory Notes [Member] | ||||||||||||||||||||||||||||||||
Principal amount | $ 800,000 | |||||||||||||||||||||||||||||||
Several Institutional Investors [Member] | Risk Free Interest Rate [Member] | June 20 Short-Term Promissory Notes [Member] | ||||||||||||||||||||||||||||||||
Measurement input | 0.32 | |||||||||||||||||||||||||||||||
Several Institutional Investors [Member] | Volatility Rate [Member] | June 20 Short-Term Promissory Notes [Member] | ||||||||||||||||||||||||||||||||
Measurement input | 135 | |||||||||||||||||||||||||||||||
Several Institutional Investors [Member] | Warrant [Member] | June 20 Short-Term Promissory Notes [Member] | ||||||||||||||||||||||||||||||||
Number of shares issued (in shares) | shares | 361,991 | |||||||||||||||||||||||||||||||
Excercise price (in dollar per shares) | $ / shares | $ 2.43 | |||||||||||||||||||||||||||||||
Warrant issued | shares | 438,077 | |||||||||||||||||||||||||||||||
Debt discount | $ 765,082 |
NOTES PAYABLE - RELATED PARTI_3
NOTES PAYABLE - RELATED PARTIES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Notes Payable - Related Parties [Abstract] | ||
Notes payable, related parties | $ 239,355 | $ 284,317 |
Less: current portion | (187,818) | (169,153) |
Notes payable, related parties - long-term portion | $ 51,537 | $ 115,164 |
NOTES PAYABLE - RELATED PARTI_4
NOTES PAYABLE - RELATED PARTIES (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Notes payable from related parties | $ 187,818 | $ 169,153 |
Microphase Corporation [Member] | ||
Notes payable from related parties | 35,351 | |
Interest payable | 8,865 | $ 6,852 |
Notes payable outstanding | $ 274,706 | |
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 ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total convertible notes payable | $ 660,000 | $ 2,760,990 |
Unamortized debt discounts | (273,717) | (355,227) |
Total convertible notes payable, net of financing cost | 386,283 | 2,405,763 |
Less: current portion | (2,100,990) | |
Convertible notes payable, net of financing cost - long-term portion | 386,283 | 304,773 |
8% Convertible Secured Notes [Member] | ||
Convertible note | 935,772 | |
12% Convertible Promissory Notes [Member] | ||
Convertible note | 815,218 | |
4% Convertible Promissory Notes [Member] | ||
Convertible note | 660,000 | 660,000 |
12% November 2019 Convertible Promissory Note [Member] | ||
Convertible note | $ 350,000 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | Aug. 20, 2020 | May 28, 2020 | Apr. 23, 2020 | Feb. 05, 2020 | Nov. 04, 2019 | Jul. 02, 2019 | May 20, 2019 | Dec. 17, 2020 | Sep. 26, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 15, 2019 |
Number of shares issued (in shares) | 217,398 | |||||||||||
Debt discount | $ 29,348 | |||||||||||
Loss on extinguishment | (18,706,488) | (966,134) | ||||||||||
Remaining outstanding principal and interest | $ 24,780,720 | $ 4,736,295 | ||||||||||
Common Stock [Member] | ||||||||||||
Principal amount | $ 600,000 | |||||||||||
Number of shares issued (in shares) | 413,793 | |||||||||||
Number of convertible share issued | 10,046,012 | 370,473 | ||||||||||
Conversion price (in dollars per share) | $ 1.80 | |||||||||||
Proceeds from issuance of common stock | $ 39,978,350 | |||||||||||
Additional interest expense | $ 210,049 | |||||||||||
Common stock, issued (in shares) | 529,425 | |||||||||||
Common Stock [Member] | Warrants [Member] | ||||||||||||
Number of shares issued (in shares) | 814,095 | |||||||||||
Investor [Member] | Common Stock [Member] | ||||||||||||
Number of shares issued (in shares) | 8,332,904 | |||||||||||
Value of shares issued | $ 4,401,023 | $ 2,142,504 | ||||||||||
Loss on extinguishment | 15,488,644 | |||||||||||
10% Convertible Promissory Note [Member] | ||||||||||||
Principal amount | $ 100,000 | |||||||||||
Interest rate on debt | 10.00% | |||||||||||
Maturity terms | 5 years | |||||||||||
Debt conversion term | Common Stock equal to the lesser of 157,143 or 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. | |||||||||||
Number of shares issued (in shares) | 45,150 | |||||||||||
10% Convertible Promissory Note [Member] | Warrants [Member] | ||||||||||||
Debt discount | $ 53,763 | |||||||||||
Risk-free rate | 0.44% | |||||||||||
Volatility | 94.51% | |||||||||||
10% Convertible Promissory Note [Member] | Investor [Member] | ||||||||||||
Principal amount | $ 100,000 | |||||||||||
Number of shares issued (in shares) | 90,299 | |||||||||||
Loss on extinguishment | $ 83,682 | |||||||||||
Interest expense | $ 5,317 | |||||||||||
January 2018 10% Convertible Promissory Note [Member] | Common Stock [Member] | ||||||||||||
Remaining outstanding principal and interest | $ 952,965 | |||||||||||
Securities Purchase Agreement [Member] | Institutional Investor [Member] | ||||||||||||
Principal amount | $ 235,796 | |||||||||||
Maturity date | Nov. 28, 2020 | |||||||||||
Loss on extinguishment | 20,345 | |||||||||||
Securities Purchase Agreement [Member] | Institutional Investor [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% | |||||||||||
Securities Purchase Agreement [Member] | 12% November 2019 Convertible Promissory Note [Member] | Investor [Member] | Common Stock [Member] | ||||||||||||
Principal amount | $ 350,000 | $ 350,000 | ||||||||||
Interest rate on debt | 12.00% | |||||||||||
Maturity date | Jul. 4, 2020 | |||||||||||
Number of shares issued (in shares) | 320,483 | |||||||||||
Conversion price (in dollars per share) | $ 1.20 | |||||||||||
Loss on extinguishment | $ 30,053 | |||||||||||
Interest expense | $ 31,585 | |||||||||||
Securities Purchase Agreement [Member] | 4% Convertible Promissory Notes [Member] | Institutional Investor [Member] | ||||||||||||
Purchase price | $ 500,000 | |||||||||||
Principal amount | $ 660,000 | |||||||||||
Interest rate on debt | 4.00% | |||||||||||
Maturity date | May 20, 2024 | |||||||||||
Warrant exercise price (in dollars per share) | $ 12 | |||||||||||
Warrant tem | 5 years | |||||||||||
Number of warrants purchased | 12,500 | |||||||||||
Amount of converted debt | $ 188,448 | |||||||||||
Conversion price (in dollars per share) | $ 4 | |||||||||||
Fair value of warrant | $ 406,896 | |||||||||||
Debt discount | $ 58,448 | |||||||||||
Non-cash interest expense | $ 81,510 | $ 51,669 | ||||||||||
Risk-free rate | 2.18% | |||||||||||
Volatility | 87.51% | |||||||||||
Securities Purchase Agreement [Member] | 12% Convertible Promissory Notes [Member] | ||||||||||||
Principal amount | $ 815,218 | |||||||||||
Interest rate on debt | 12.00% | |||||||||||
Maturity date | Dec. 31, 2019 | |||||||||||
Conversion price (in dollars per share) | $ 4 | |||||||||||
Loss on extinguishment | $ 11,647 | |||||||||||
Securities Purchase Agreement [Member] | 12% Convertible Promissory Notes [Member] | Institutional Investor [Member] | ||||||||||||
Principal amount | $ 526,316 | |||||||||||
Securities Purchase Agreement [Member] | 8% Convertible Promissory Notes [Member] | Lender [Member] | ||||||||||||
Principal amount | $ 935,772 | |||||||||||
Interest rate on debt | 8.00% | |||||||||||
September 2019 Exchange Agreement [Member] | Convertible Promissory Note [Member] | Institutional Investor [Member] | ||||||||||||
Principal amount | $ 783,031 | |||||||||||
Interest rate on debt | 12.00% | |||||||||||
Maturity date | Dec. 31, 2019 | |||||||||||
Debt conversion term | Conversion price equal to the greater of (A) $8.80 or (B) 80% of the lowest daily VWAP in the three trading days prior to the date of conversion. | |||||||||||
Non-cash interest expense | $ 71,185 | |||||||||||
Loss on extinguishment | 36,999 | |||||||||||
Intrinsic value | $ 71,185 |
CONVERTIBLE NOTE - RELATED PA_2
CONVERTIBLE NOTE - RELATED PARTY (Details Narrative) - USD ($) | Aug. 20, 2020 | Feb. 05, 2020 | Dec. 31, 2020 |
Issued of shares | 217,398 | ||
Common Stock [Member] | |||
Principal amount | $ 600,000 | ||
Conversion price (in dollars per share) | $ 1.80 | ||
Issued of shares | 413,793 | ||
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 ($) | Jan. 25, 2021 | Nov. 20, 2020 | Nov. 28, 2018 | Dec. 31, 2020 |
Ding Gu [Member] | ||||
Damages amount | $ 1,100,000 | |||
Settlement Agreement [Member] | ||||
Attorneys' fees | $ 600,000 | |||
Blockchain Mining Supply And Services, Ltd [Member] | ||||
Damages amount | $ 1,388,495 | |||
Sichenzia ross ference LLP [member] | ||||
Damages amount | $ 2,558,121 | |||
Sichenzia ross ference LLP [member] | Subsequent Event [Member] | ||||
Damages amount | $ 2,518,468 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Oct. 02, 2020 | Aug. 20, 2020 | Mar. 04, 2020 | Jan. 15, 2020 | Dec. 23, 2019 | Dec. 22, 2019 | Aug. 06, 2019 | Aug. 06, 2019 | Jul. 23, 2019 | Apr. 02, 2019 | Mar. 29, 2019 | Mar. 14, 2019 | Oct. 10, 2018 | Dec. 17, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 05, 2020 | May 02, 2019 | Jan. 03, 2019 |
Preferred stock, authorized | 25,000,000 | 25,000,000 | |||||||||||||||||
Principal amount | $ 4,238,878 | ||||||||||||||||||
Accrued interest | $ 497,417 | ||||||||||||||||||
Number of shares issued (in shares) | 217,398 | ||||||||||||||||||
Preferred stock price per share (in dollar per share) | $ 0.001 | $ 0.001 | |||||||||||||||||
Common stock, authorized | 550,000,000 | ||||||||||||||||||
Preferred stock remaining authorized | 23,497,500 | 23,497,500 | |||||||||||||||||
Reverse stock split | one-for-forty | one-for-twenty | |||||||||||||||||
Stock issued during period, reverse stock splits | Each twenty (20) shares of common stock issued and outstanding prior to the Reverse Stock Split were converted into one (1) share of common stock, with no change in authorized shares or par value per share. | ||||||||||||||||||
Number of preferred stock issued, value | $ 24,780,720 | $ 4,736,295 | |||||||||||||||||
Number of pre-funded warrants exercise | 317,500 | ||||||||||||||||||
Number of cashless exercise of common warrants | 382,387 | ||||||||||||||||||
Number of issue common stock in payment of accrued liability | 66,740 | ||||||||||||||||||
Accrued liabilities | $ 175,377 | ||||||||||||||||||
Net proceeds from offering | $ 39,978,350 | ||||||||||||||||||
Shares of its common stock in satisfaction of accrued liabilities | 639,991 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Recognized a loss on issuance of warrants | $ 1,763,481 | ||||||||||||||||||
Risk-free interest rate | 2.28% | ||||||||||||||||||
Expected life | 5 years | ||||||||||||||||||
Expected volatility | 87.51% | ||||||||||||||||||
Net proceeds from offering | $ 6,204,717 | ||||||||||||||||||
Class B Common Stock [Member] | |||||||||||||||||||
Common stock, authorized | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||
Common stock, authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||||||
Increased in authorized shares | 200,000,000 | ||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | ||||||||||||||||||
Convertible preferred stock, authorized | 2,500 | ||||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||
Preferred stock, authorized | 500,000 | 500,000 | |||||||||||||||||
Convertible preferred stock, outstanding | 125,000 | 125,000 | |||||||||||||||||
Preferred stock price per share (in dollar per share) | $ 0.001 | $ 0.001 | |||||||||||||||||
Preferred stock issued | 125,000 | 125,000 | |||||||||||||||||
Preferred stock remaining authorized | 125,000 | ||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | |||||||||||||||||
Convertible preferred stock, outstanding | 7,040 | 7,040 | |||||||||||||||||
Preferred stock price per share (in dollar per share) | $ 0.001 | $ 0.001 | |||||||||||||||||
Preferred stock issued | 7,040 | 7,040 | |||||||||||||||||
Preferred stock remaining authorized | 7,040 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Ault & Company [Member] | |||||||||||||||||||
Number of shares issued (in shares) | 666,945 | ||||||||||||||||||
At The Market Issuance Sales Agreement [Member] | |||||||||||||||||||
Net proceeds from offering | $ 8,975,000 | ||||||||||||||||||
Ault & Company [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||
Number of shares issued (in shares) | 660,667 | ||||||||||||||||||
Number of shares agreed to purchase | 660,667 | ||||||||||||||||||
Number of shares agreed to purchase, value | $ 739,948 | ||||||||||||||||||
Shares issued price (in dollars per share) | $ 1.12 | ||||||||||||||||||
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 | ||||||||||||||||||
Consultants [Member] | |||||||||||||||||||
Number of shares issued for services (in shares) | 102,500 | 69,375 | |||||||||||||||||
Number of shares issued for services | $ 182,575 | $ 338,619 | |||||||||||||||||
Share price (in dollars per share) | $ 1.78 | $ 4.88 | |||||||||||||||||
Ascendiant Capital Markets, LLC [Member] | At The Market Issuance Sales Agreement [Member] | |||||||||||||||||||
Number of shares issued (in shares) | 1,819,826 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 5,499,999 | ||||||||||||||||||
Maximum amount of at the market offering | $ 8,975,000 | $ 5,500,000 | |||||||||||||||||
Gross proceeds from common stock | $ 5,499,999 | ||||||||||||||||||
AVLP [Member] | |||||||||||||||||||
Number of shares issued (in shares) | 5,000 | 91,000 | |||||||||||||||||
Share price (in dollars per share) | $ 1.50 | ||||||||||||||||||
AVLP [Member] | Convertible Promissory Note [Member] | Loan And Security Agreement [Member] | |||||||||||||||||||
Principal amount | $ 11,269,136 | ||||||||||||||||||
Avalanche International Corp. [Member] | |||||||||||||||||||
Number of warrants purchased | 22,537,871 | ||||||||||||||||||
Wilson-Davis & Co., Inc., [Member] | At The Market Issuance Sales Agreement [Member] | |||||||||||||||||||
Proceeds from issuance of common stock | $ 25,000,000 | ||||||||||||||||||
Gross proceeds from common stock | 25,000,000 | ||||||||||||||||||
Wilson-Davis & Co., Inc., [Member] | At-The-Market Issuance Sales Agreement [Member] | |||||||||||||||||||
Number of shares issued (in shares) | 119,791 | ||||||||||||||||||
Gross proceeds from issuance of common stock | $ 4,656,051 | ||||||||||||||||||
Aggregate offering price | $ 25,000,000 | ||||||||||||||||||
A.G.P./Alliance Global Partners [Member] | Underwriting Agreement [Member] | |||||||||||||||||||
Number of shares issued (in shares) | 71,388 | ||||||||||||||||||
Public offering price (in dollars per share) | $ 17.60 | ||||||||||||||||||
Warrants [Member] | |||||||||||||||||||
Public offering price (in dollars per share) | $ 0.45 | ||||||||||||||||||
Warrants [Member] | Underwriter [Member] | |||||||||||||||||||
Public offering price (in dollars per share) | $ 19.80 | ||||||||||||||||||
Number of additonal common stock issued | 15,550 | ||||||||||||||||||
Pre-Funded Warrants [Member] | |||||||||||||||||||
Number of shares issued (in shares) | 317,500 | ||||||||||||||||||
Pre-Funded Warrants [Member] [Default Label] | A.G.P./Alliance Global Partners [Member] | Underwriting Agreement [Member] | |||||||||||||||||||
Number of shares issued (in shares) | 317,500 | ||||||||||||||||||
Common Warrants [Member] | A.G.P./Alliance Global Partners [Member] | Underwriting Agreement [Member] | |||||||||||||||||||
Number of shares issued (in shares) | 317,500 | ||||||||||||||||||
Public offering price (in dollars per share) | $ 0.40 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Issuance of common stock for conversion of debt (in shares) | 10,046,012 | 370,473 | |||||||||||||||||
Principal amount | $ 6,411,795 | ||||||||||||||||||
Accrued interest | $ 2,196,599 | ||||||||||||||||||
Number of shares issued for services (in shares) | 12,582,000 | ||||||||||||||||||
Number of shares issued for services | $ 40,000,000 | ||||||||||||||||||
Number of shares issued (in shares) | 413,793 | ||||||||||||||||||
Proceeds from issuance of common stock | 39,978,350 | ||||||||||||||||||
Principal amount | $ 600,000 | ||||||||||||||||||
Gross proceeds from common stock | 39,978,350 | ||||||||||||||||||
Shares of its common stock in satisfaction of accrued liabilities | 9,632,219 | ||||||||||||||||||
Loss on extinguishment | 15,572,326 | ||||||||||||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | Promissory Notes [Member] | |||||||||||||||||||
Number of shares issued (in shares) | 12,500 | ||||||||||||||||||
Accrued liabilities | $ 73,154 | ||||||||||||||||||
Common Stock [Member] | Warrants [Member] | |||||||||||||||||||
Number of shares issued (in shares) | 814,095 | ||||||||||||||||||
Cash | $ 52,826 | ||||||||||||||||||
Number of shares agreed to purchase, value | $ 919,134 | ||||||||||||||||||
Description of exercise of warrants | (i) the 10% Convertible Promissory Note issued on April 13, 2020 (see Note 21), (ii) the May 2020 Promissory Notes issued on May 28, 2020 (see Note 19) and (iii) the June ’20 Short-Term Promissory Notes issued on June 26, 2020 (see Note 19). | ||||||||||||||||||
Extinguished warrant liabilities | $ 824,349 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax asset: | ||
Allowance for doubtful accts | $ 359,598 | $ 163,123 |
UNICAP | 9,904 | 16,314 |
Obsolete Inventory | 2,811 | 41,131 |
Reserves | 1,641,874 | |
Warrant Liability | 2,330 | |
Accrued Compensation | 138,283 | 89,089 |
Credit carryforwards | 142,484 | 142,484 |
Stock Compensation | 880,766 | 430,274 |
Fixed Assets, net | 483,923 | 1,278,863 |
Contribution, Carryforward | 70 | 62 |
Accrued interest expense | 68,148 | 22,414 |
Net operating loss carryforwards | 5,912,511 | 11,602,532 |
Lease Liability | 798,047 | 899,722 |
Credit Loss | 559,593 | 995,184 |
Accrued expenses | 461,973 | |
Excess of capital losses over capital gains | 123,297 | |
Total deferred tax asset | 9,941,408 | 17,325,396 |
Deferred tax liability: | ||
ROU assets | (756,204) | (870,886) |
Intangible Assets, net | (160,318) | (209,044) |
State taxes | (1,119) | |
Total deferred income tax liabilities | (917,641) | (1,079,930) |
Net deferred income tax assets | 9,023,766 | 16,245,466 |
Valuation allowance | 9,037,861 | (16,308,197) |
Deferred tax asset (liability), net | $ (14,095) | $ (62,731) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current | ||
US Federal | ||
US State | ||
Foreign | 24,842 | |
Total current provision | 24,842 | |
Deferred | ||
US Federal | ||
US State | ||
Foreign | (48,636) | (108,293) |
Total deferred benefit | (23,794) | (108,293) |
Total provision for income taxes | $ (23,794) | $ (108,293) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Expected federal income tax benefit | 21.00% | 21.00% |
Beneficial conversion feature | (0.10%) | (0.60%) |
Deconsolidation of I.AM | 1.50% | |
Loss on extinguishment of debt | (9.80%) | |
State taxes net of federal benefit | 8.10% | 3.50% |
Foreign rate differential | (0.30%) | (0.20%) |
Section 382 limitation | (34.70%) | |
Return to provision adjustment | (7.80%) | |
Effect of change in valuation allowance | 21.10% | (21.90%) |
Other | 1.10% | (1.40%) |
Income tax benefit | 0.10% | 0.40% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Net operating loss carryforwards | $ 5,912,511 | $ 11,602,532 |
Effective tax rates | 0.10% | 0.40% |
Operating loss carryforwards limitation | $ 41,969,444 | |
Decreased in valuation allowance | 7,270,336 | |
Foreign income tax loss | $ 2,977,113 | |
Corporate income tax rate | 21.00% | 21.00% |
Income tax purposes | $ 1,949,316 | |
Federal [Member] | ||
Net operating loss carryforwards | $ 18,568,667 | |
Limitation on use | Begin to expire in 2021. | |
UNITED KINGDOM | ||
Foreign statutory tax rates | 19.00% | |
ISRAEL | ||
Foreign statutory tax rates | 7.50% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Aug. 20, 2020 | Dec. 22, 2019 | Apr. 12, 2019 | Mar. 09, 2017 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 05, 2020 | Jun. 18, 2019 | Aug. 21, 2017 |
Number of shares issued (in shares) | 217,398 | ||||||||
Short-term loans | $ 570,000 | ||||||||
Provision for losses | (2,000,000) | 5,550,000 | |||||||
Interest income | 9,648,820 | 7,261,857 | |||||||
Estimated fair value of the warrants | 48,842 | $ (1,124,953) | |||||||
Multiplex Laser Surface Enhancement [Member] | |||||||||
Proceeds from sale of shares | $ 2,676,219 | ||||||||
Common Stock [Member] | |||||||||
Principal amount | $ 600,000 | ||||||||
Number of shares issued (in shares) | 413,793 | ||||||||
Unrealized gain | 38,684 | ||||||||
Ault & Company [Member] | |||||||||
Short-term loans | 256,507 | ||||||||
Repayment of short-term advances | $ 256,507 | ||||||||
Ault & Company [Member] | Securities Purchase Agreement [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 | ||||||||
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 | 248,248 | ||||||||
AVLP [Member] | Loan And Security Agreement [Member] | |||||||||
Maximum amount of non-revolving credit facility | $ 10,000,000 | ||||||||
Contractual interest receivable | 2,025,475 | ||||||||
Provision for losses | 3,423,608 | ||||||||
AVLP [Member] | Common Stock [Member] | |||||||||
Unrealized gain | $ 389,522 | ||||||||
Alzamend Neuro, Inc [Member] | |||||||||
Number of shares acquired | 55,263 | ||||||||
Value of shares acquired | $ 44,210 | ||||||||
Avalanche International Corp. [Member] | |||||||||
Number of warrants purchased | 22,537,871 | ||||||||
MTIX Limited [Member] | |||||||||
Proceeds from sale of shares | $ 1,196,379 | ||||||||
Philou [Member] | Manager [Member] | Series B Convertible Preferred Stock [Member] | |||||||||
Number of shares issued (in shares) | 125,000 | ||||||||
Philou [Member] | Preferred Stock Purchase Agreement [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. | ||||||||
Short-Term Promissory Note [Member] | Ault & Company [Member] | |||||||||
Principal amount | $ 2,900,000 | ||||||||
Interest rate on debt | 10.00% | ||||||||
8% Convertible Promissory Note [Member] | Alzamend Neuro, Inc [Member] | |||||||||
Interest income for discount accretion | $ 8,002 | ||||||||
Interest income | 1,337 | ||||||||
Estimated fair value of the warrants | 11,872 | ||||||||
8% Convertible Promissory Note [Member] | Alzamend Neuro, Inc [Member] | Warrant [Member] | |||||||||
Unrealized gain | $ 453 | ||||||||
Number of warrants purchased | 16,667 | ||||||||
Short-term loans | $ 750,000 | ||||||||
Exercise price | $ 3 | ||||||||
Warrant tem | 5 years | ||||||||
Convertible Promissory Note [Member] | Ault & Company [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 | ||||||||
Convertible Promissory Note [Member] | AVLP [Member] | Loan And Security Agreement [Member] | |||||||||
Principal amount | $ 11,269,136 | ||||||||
Interest rate on debt | 12.00% | ||||||||
12% Short-Term Promissory Note Due on January 2020 [Member] | Ault & Company [Member] | Milton C. [Member] | |||||||||
Principal amount | $ 235,796 | ||||||||
Short-term promissory note percentage | 12.00% |
SEGMENT, CUSTOMERS AND GEOGRA_3
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | $ 23,628,859 | $ 21,057,509 |
Revenue, cryptocurrency mining | 641,745 | |
Revenue, lending activities | 242,418 | 662,740 |
Total revenues | 23,871,277 | 22,361,994 |
Depreciation and amortization expense | 727,373 | 3,465,091 |
Loss from operations | (6,033,473) | (24,697,918) |
Capital expenditures for segment assets | 582,092 | 189,302 |
Identifiable assets | 75,643,382 | 42,750,408 |
Operating Segments [Member] | GWW [Member] | ||
Revenues | 18,212,721 | 15,231,843 |
Revenue, cryptocurrency mining | ||
Total revenues | 18,212,721 | 15,231,843 |
Depreciation and amortization expense | 586,850 | 705,873 |
Loss from operations | (955,299) | (828,424) |
Capital expenditures for segment assets | 552,923 | 34,899 |
Identifiable assets | 27,897,772 | 20,847,352 |
Operating Segments [Member] | Coolisys [Member] | ||
Revenues | 5,416,138 | 5,825,666 |
Revenue, cryptocurrency mining | ||
Revenue, lending activities | ||
Total revenues | 5,416,138 | 5,825,666 |
Depreciation and amortization expense | (33,010) | 121,618 |
Loss from operations | (117,067) | (1,327,259) |
Capital expenditures for segment assets | 26,425 | 133,198 |
Identifiable assets | 1,894,892 | 18,901,630 |
Operating Segments [Member] | DPL [Member] | ||
Revenues | ||
Revenue, lending activities | 242,418 | 641,745 |
Total revenues | 242,418 | 662,740 |
Depreciation and amortization expense | (107,513) | |
Loss from operations | 19,200 | (8,612,277) |
Capital expenditures for segment assets | 2,744 | 21,203 |
Identifiable assets | $ 45,850,718 | 3,001,426 |
Operating Segments [Member] | Digital Farms [Member] | ||
Revenues | ||
Revenue, cryptocurrency mining | 641,745 | |
Revenue, restaurant operations | ||
Total revenues | 641,745 | |
Depreciation and amortization expense | 2,245,676 | |
Loss from operations | (6,939,212) | |
Identifiable assets | 487,997 | |
Operating Segments [Member] | I. AM, Inc. [Member] | ||
Revenues | ||
Revenue, restaurant operations | 4,149,646 | |
Total revenues | 4,149,646 | |
Depreciation and amortization expense | 391,924 | |
Loss from operations | (2,243,879) | |
Capital expenditures for segment assets | 12,060 | |
Identifiable assets | $ 786,154 |
SEGMENT, CUSTOMERS AND GEOGRA_4
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total Revenues by Major Customer | $ 23,871,277 | $ 22,361,994 |
Customer A [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||
Total Revenues by Major Customer | $ 7,741,858 | $ 6,319,221 |
Percentage of Total Company Revenues | 32.00% | 28.00% |
Customer A [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||
Total Revenues by Major Customer | $ 2,502,264 | |
Percentage of Total Company Revenues | 10.00% |
SEGMENT, CUSTOMERS AND GEOGRA_5
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | $ 23,871,277 | $ 22,361,994 |
Defense Products [Member] | ||
Revenues | 16,830,887 | 13,408,604 |
Commercial Products [Member] | ||
Revenues | $ 7,040,390 | $ 8,953,390 |
SEGMENT, CUSTOMERS AND GEOGRA_6
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | $ 23,871,277 | $ 22,361,994 |
Middle East [Member] | ||
Revenues | 9,273,158 | 9,195,674 |
North America [Member] | ||
Revenues | 11,460,436 | 11,460,436 |
Europe [Member] | ||
Revenues | 2,328,835 | 1,678,256 |
Other [Member] | ||
Revenues | $ 808,848 | $ 1,079,569 |
SEGMENT, CUSTOMERS AND GEOGRA_7
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details Narrative) | 12 Months Ended |
Dec. 31, 2020Number | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Apr. 14, 2021 | Apr. 13, 2021 | Apr. 08, 2021 | Apr. 05, 2021 | Mar. 26, 2021 | Mar. 18, 2021 | Mar. 12, 2021 | Mar. 12, 2021 | Mar. 05, 2021 | Mar. 04, 2021 | Mar. 01, 2021 | Feb. 25, 2021 | Feb. 23, 2021 | Feb. 01, 2021 | Jan. 31, 2021 | Jan. 28, 2021 | Jan. 27, 2021 | Jan. 14, 2021 | Jan. 11, 2021 | Aug. 20, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 29, 2021 |
Number of shares issued (in shares) | 217,398 | ||||||||||||||||||||||
Weighted average exercise price | $ 560 | ||||||||||||||||||||||
Loss on extinguishment | $ (18,706,488) | $ (966,134) | |||||||||||||||||||||
Convertible promissory note | $ 386,283 | $ 304,773 | |||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Number of shares issued (in shares) | 413,793 | ||||||||||||||||||||||
Principal amount | $ 600,000 | ||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||
Number of shares issued (in shares) | 183,214 | ||||||||||||||||||||||
Principal amount | $ 200,000 | ||||||||||||||||||||||
Accrued interest | 15,948 | ||||||||||||||||||||||
Loss on extinguishment | $ 551,718 | ||||||||||||||||||||||
Subsequent Event [Member] | PPP [Member] | |||||||||||||||||||||||
Forgiveness of a loan | $ 715,101 | ||||||||||||||||||||||
Subsequent Event [Member] | Milton C. Ault [Member] | |||||||||||||||||||||||
Market value of the property | $ 2,670,000 | ||||||||||||||||||||||
Escrow amount | $ 254,200 | ||||||||||||||||||||||
Subsequent Event [Member] | Naked Brand Group, Ltd. [Member] | Common Stock [Member] | |||||||||||||||||||||||
Percentage of shares issued and outstanding | 6.41% | ||||||||||||||||||||||
Number of shares acquired (in shares) | 41,141,660 | ||||||||||||||||||||||
Subsequent Event [Member] | SilverSun Technologies, Inc. [Member] | |||||||||||||||||||||||
Number of shares issued (in shares) | 8,800 | ||||||||||||||||||||||
Subsequent Event [Member] | SilverSun Technologies, Inc. [Member] | Common Stock [Member] | |||||||||||||||||||||||
Number of shares issued (in shares) | 305,500 | 75,000 | 276,774 | 387,426 | 397,937 | 436,255 | |||||||||||||||||
Weighted average exercise price | $ 6.14 | $ 7.11 | $ 7.48 | $ 7.24 | $ 9.28 | $ 4.33 | |||||||||||||||||
Percentage of shares issued and outstanding | 1.67% | 6.15% | 8.61% | 8.84% | 9.69% | ||||||||||||||||||
Subsequent Event [Member] | SilverSun Technologies, Inc. [Member] | Common Stock [Member] | Milton C. [Member] | |||||||||||||||||||||||
Number of shares issued (in shares) | 10,000 | ||||||||||||||||||||||
Weighted average exercise price | $ 3.57 | ||||||||||||||||||||||
Subsequent Event [Member] | Ikonics Corporation [Member] | Common Stock [Member] | |||||||||||||||||||||||
Number of shares issued (in shares) | 197,634 | 166,182 | 140,719 | ||||||||||||||||||||
Weighted average exercise price | $ 9.72 | $ 10.30 | $ 8.48 | ||||||||||||||||||||
Percentage of shares issued and outstanding | 9.99% | 8.41% | 7.12% | ||||||||||||||||||||
Subsequent Event [Member] | Alliance Cloud Services, LLC [Member] | |||||||||||||||||||||||
Purchase price | $ 3,991,497 | ||||||||||||||||||||||
Estimated cost of the environmental remediation obligation | $ 300,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Ault & Company, Inc [Member] | 8% Secured Promissory Note [Member] | |||||||||||||||||||||||
Principal amount | $ 2,500,000 | ||||||||||||||||||||||
Interest rate | 8.00% | ||||||||||||||||||||||
Maturity date | Feb. 25, 2022 | ||||||||||||||||||||||
AVLP Loan Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Principal amount | $ 15,000,000 | ||||||||||||||||||||||
Maturity date | Dec. 31, 2023 | ||||||||||||||||||||||
AVLP Loan Agreement [Member] | 12% Convertible Promissory Notes [member] | Subsequent Event [Member] | |||||||||||||||||||||||
Principal amount | $ 13,924,136 | ||||||||||||||||||||||
Number of warrant issued | 27,848,272 | ||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 0.50 | ||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Alzamend Neuro, Inc [Member] | |||||||||||||||||||||||
Number of shares issued (in shares) | 6,666,667 | ||||||||||||||||||||||
Number of shares issued, value | $ 10,000,000 | ||||||||||||||||||||||
Investment in wholly owned subsidiary | $ 10,000,000 | 10,000,000 | |||||||||||||||||||||
Agreed to fund upon execution | $ 4,000,000 | $ 4,000,000 | |||||||||||||||||||||
Share price | $ 1.50 | $ 1.50 | |||||||||||||||||||||
Amount of cash and conversion of short term advances | $ 3,200,000 | $ 3,200,000 | |||||||||||||||||||||
Convertible promissory note | $ 800,000 | $ 800,000 | |||||||||||||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Alzamend Neuro, Inc [Member] | Warrant [Member] | |||||||||||||||||||||||
Number of warrant issued | 3,333,334 | ||||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ 3 | $ 3 | |||||||||||||||||||||
2021 Sales Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Aggregate offering price | $ 200,000,000 | ||||||||||||||||||||||
Number of shares issued (in shares) | 21,561,900 | ||||||||||||||||||||||
Gross proceeds | $ 124,983,305 |