ImageWare Systems (IWSY) 10-K 2 Apr 21 2020 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2020	Mar. 26, 2021	Jun. 30, 2020
Cover [Abstract]
Entity Registrant Name	IMAGEWARE SYSTEMS INC
Entity Central Index Key	0000941685
Document Type	10-K
Document Period End Date	Dec. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	No
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	DE
Entity File Number	001-15757
Entity Public Float			$ 33,822,224
Entity Common Stock, Shares Outstanding		274,919,339
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2020

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Current Assets:
Cash and cash equivalents	$ 8,345	$ 1,030
Accounts receivable, net of allowance for doubtful accounts of $5 and $7 at December 31, 2020 and 2019, respectively.	577	657
Inventory, net	40	615
Other current assets	196	243
Total Current Assets	9,158	2,545
Property and equipment, net	155	216
Other assets	458	257
Operating lease right-of-use assets	1,557	1,906
Intangible assets, net of accumulated amortization	58	70
Goodwill	3,416	3,416
Total Assets	14,802	8,410
Current Liabilities:
Accounts payable	1,007	515
Deferred revenue	903	1,629
Accrued expenses	1,130	1,312
Operating lease liabilities, current portion	421	373
Derivative liabilities	24,128	396
Note payable, current portion	918	0
Total Current Liabilities	28,507	4,198
Other long-term liabilities	65	118
Note payable, net of current portion	653	0
Lease liabilities, net of current portion	1,297	1,716
Pension obligation	2,531	2,256
Total Liabilities	33,053	8,288
Shareholders' Equity (Deficit):
Common Stock, $0.01 par value, 1,000,000,000 shares authorized; 180,096,317 and 113,353,176 shares issued at December 31, 2020 and 2019, respectively, and 180,089,613 shares and 113,346,472 shares outstanding at December 31, 2020 and 2019, respectively	1,801	1,133
Additional paid-in capital	193,652	195,079
Treasury stock, at cost 6,704 shares	(64)	(64)
Accumulated other comprehensive loss	(1,989)	(1,741)
Accumulated deficit	(213,225)	(203,171)
Total Shareholders' Equity (Deficit)	(19,823)	(8,762)
Total Liabilities and Shareholders' Equity (Deficit)	14,802	8,410
Series A Preferred Stock
Shareholders' Equity (Deficit):
Preferred stock, authorized 5,000,000 shares	0	0
Series A-1 Preferred Stock
Shareholders' Equity (Deficit):
Preferred stock, authorized 5,000,000 shares	0	0
Series B Preferred Stock
Shareholders' Equity (Deficit):
Preferred stock, authorized 5,000,000 shares	2	2
Series C Preferred Stock
Mezzanine Equity:
Convertible Redeemable Preferred Stock, $0.01 par value	0	8,884
Series D Preferred Stock
Mezzanine Equity:
Convertible Redeemable Preferred Stock, $0.01 par value	$ 1,572	$ 0

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Current Assets:
Accounts receivable, net of allowance for doubtful accounts	$ 5	$ 7
Shareholders' equity:
Preferred stock, shares authorized	5,000,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	1,000,000,000	175,000,000
Common stock, shares issued	180,096,317	113,353,176
Common stock, shares outstanding	180,089,613	113,346,472
Treasury stock, shares	6,704	6,704
Mezzanine Series C Preferred Stock
Shareholders' equity:
Preferred stock, par value per share	$ 0.01	$ 0.01
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares issued	0	1,000
Preferred stock, shares outstanding	0	1,000
Preferred stock, liquidation preference	$ 0	$ 10,000
Mezzanine Series D Preferred Stock
Shareholders' equity:
Preferred stock, par value per share	$ .01
Preferred stock, shares authorized	26,000
Preferred stock, shares issued	22,863
Preferred stock, shares outstanding	22,863
Preferred stock, liquidation preference	$ 22,863
Series A Preferred Stock
Shareholders' equity:
Preferred stock, par value per share	$ 0.01	$ 0.01
Preferred stock, shares authorized	38,000	38,000
Preferred stock, shares issued	37,467	37,467
Preferred stock, shares outstanding	37,467	14,911
Preferred stock, liquidation preference	$ 37,467	$ 14,911
Series A-1 Preferred Stock
Shareholders' equity:
Preferred stock, par value per share	$ .01
Preferred stock, shares authorized	38,000
Preferred stock, shares issued	37,467
Preferred stock, shares outstanding	14,782
Preferred stock, liquidation preference	$ 14,782
Series B Preferred Stock
Shareholders' equity:
Preferred stock, par value per share	$ 0.01	$ 0.01
Preferred stock, shares authorized	750,000	750,000
Preferred stock, shares issued	3,894,010	389,400
Preferred stock, shares outstanding	239,400	239,400
Preferred stock, liquidation preference	$ 607	$ 607

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Revenue:
Product	$ 2,231	$ 923
Maintenance	2,554	2,583
Revenues	4,785	3,506
Cost of revenue:
Product	800	218
Maintenance	448	425
Gross profit	3,537	2,863
Operating expenses:
General and administrative	4,102	3,614
Sales and marketing	2,936	3,937
Research and development	5,706	7,488
Depreciation and amortization	72	71
Total	12,816	15,110
Loss from operations	(9,279)	(12,247)
Interest (income) expense, net	102	(90)
Gain on change in fair value of derivative liabilities	(2,252)	(696)
Other components of net periodic pension expense	115	109
Other expense	2	1
Loss before income taxes	(7,246)	(11,571)
Income tax expense	7	10
Net loss	(7,253)	(11,581)
Preferred dividends, deemed dividends and accretion	(3,695)	(5,670)
Net loss available to common shareholders	$ (10,948)	$ (17,251)
Basic and diluted loss per common share - see Note 2:
Basic and diluted loss per share available to common shareholders	$ (.08)	$ (0.17)
Basic and diluted weighted-average shares outstanding	133,346,309	104,372,048

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Statement of Other Comprehensive Income [Abstract]
Net loss	$ (7,253)	$ (11,581)
Other comprehensive income (loss):
Increase in additional minimum pension liability	(97)	(312)
Foreign currency translation adjustment	(151)	(1)
Comprehensive loss	$ (7,501)	$ (11,894)

CONSOLIDATED STATEMENTS OF SHAR

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT - USD ($) $ in Thousands	Series A Convertible Redeemable Preferred	Series A1 Convertible Redeemable	Series B Convertible	Common Stock	Treasury Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Total
Beginning Balance, Shares at Dec. 31, 2018	37,467		239,400	98,230,336	(6,704)
Beginning Balance, Amount at Dec. 31, 2018	$ 0		$ 2	$ 981	$ (64)	$ 184,130	$ (1,428)	$ (186,648)	$ (3,027)
Accretion of Series A Preferred Stock discount						(728)			728
Issuance of common stock, net of financing costs, Shares				5,954,545
Issuance of common stock, net of financing costs, Amount				$ 60		6,060			6,120
Issuance of common stock pursuant to option exercises, Shares				351,334
Issuance of common stock pursuant to option exercises, Amount				$ 4		162			166
Stock-based compensation expense						643			643
Warrants issued in lieu of cash as compensation of services						9			9
Additional minimum pension liability							(312)		(312)
Foreign currency translation adjustment							(1)		(1)
Dividends on preferred stock A, Shares				6,959,523
Dividends on preferred stock A, Amount				$ 70		3,791		(3,861)	0
Dividends on preferred stock B, Amount								(51)	(51)
Dividends on preferred stock C, Shares				1,857,438
Dividends on preferred stock C, Amount				$ 18		1,012		(1,030)	0
Net loss								(11,581)	(11,581)
Ending Balance, Shares at Dec. 31, 2019	37,467	0	239,400	113,353,176	6,704
Ending Balance, Amount at Dec. 31, 2019	$ 0	$ 0	$ 2	$ 1,133	$ (64)	195,079	(1,741)	(203,171)	(8,762)
Accretion of Series A Preferred Stock discount						(2,688)			2,688
Issuance of common stock, net of financing costs, Shares				15,700,000
Issuance of common stock, net of financing costs, Amount				$ 157		2,103			2,260
Stock-based compensation expense, shares				1,883,245
Stock-based compensation expense				$ 19		843			862
Issuance of common stock for financing facility, shares				2,500,000
Issuance of common stock for financing facility, Amount				$ 25		$ 375			$ 400
Modification of Series A Preferred Stock from issuance of Series A-1 Preferred Stock, Shares	(18,828)	18,828
Conversion of Series A Preferred to Common Stock, shares	(3,728)			18,640,000		1,849			1,849
Conversion of Series A Preferred to Common Stock, amount				$ 186		$ (190)			$ 0
Conversion of Series A-1 Preferred to Common Stock, shares		(4,046)		19,016,452
Conversion of Series A-1 Preferred to Common Stock, amount				$ 190		(186)			0
Additional minimum pension liability							(97)		(97)
Foreign currency translation adjustment							(151)		(151)
Dividends on preferred stock A, Shares				1,388,876
Dividends on preferred stock A, Amount				$ 14		104		(1,967)	1,849
Dividends on preferred stock A1, Shares				1,159,416
Dividends on preferred stock A1, Amount				$ 12		81		(93)	0
Dividends on preferred stock B, Amount								(51)	(51)
Dividends on preferred stock C, Shares				6,455,149
Dividends on preferred stock C, Amount				$ 65		625		(690)	0
Dividends on preferred stock D, Amount						(142)			(142)
Deemed dividend from issuance of Series D preferred stock, amount						(4,201)			(4,201)
Net loss								(7,253)	(7,253)
Ending Balance, Shares at Dec. 31, 2020	14,911	14,782	239,400	180,096,371	(6,704)
Ending Balance, Amount at Dec. 31, 2020	$ 0	$ 0	$ 2	$ 1,801	$ (64)	$ 193,652	$ (1,989)	$ (213,255)	$ (19,823)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Net loss	$ (7,253)	$ (11,581)
Adjustments to reconcile net loss to net cash used by operating activities
Depreciation and amortization	72	71
Stock-based compensation	862	643
Warrants issued in lieu of cash as compensation for services	0	9
Application of rent deposit in lieu of cash payments	124	0
Loss from change in fair value of derivative liabilities	(2,252)	(696)
Change in assets and liabilities
Accounts receivable	81	311
Inventory	576	(586)
Other assets	33	66
Operating lease right-of-use assets	(20)	168
Accounts payable	491	(162)
Accrued expense	(175)	37
Deferred revenue	(726)	415
Contract costs	0	(29)
Pension obligation	178	67
Total adjustments	(756)	314
Net cash used by operating activities	(8,009)	(11,267)
Cash flows from investing activities
Purchase of property and equipment	0	(31)
Net cash provided by (used by) investing activities	0	(31)
Cash flows from financing activities
Proceeds from issuance of common stock, net	2,296	6,520
Proceeds from issuance of notes payable	4,658	0
Repayment of notes payable	(575)	0
Proceeds from exercise of stock options	0	166
Proceeds from issuance of preferred stock, net of issuance costs	9,147	0
Dividends paid to preferred stockholders	(51)	(51)
Net cash provided by financing activities	15,475	6,635
Effect of exchange rate changes on cash	(151)	(1)
Net increase (decrease) in cash	7,315	(4,664)
Cash at beginning of year	1,030	5,694
Cash at end of year	8,345	1,030
Supplemental disclosure of cash flow information:
Cash paid for interest	52	0
Cash paid for income taxes	0	0
Summary of non-cash investing and financing activities:
Issuance of common stock for financing facility	400	0
Stock dividends on Series A Convertible Redeemable Preferred Stock	1,849	3,861
Stock dividends on Series A-1 Convertible Redeemable Preferred Stock	93	0
Stock dividends on Series C Convertible Redeemable Preferred Stock	690	1,030
Stock dividends on Series D Convertible Redeemable Preferred Stock	142	0
Recognition of operating lease right-of-use assets from adoption of ASC 842	0	2,265
Recognition of lease liabilities from adoption of ASC 842	0	(2,280)
Conversion of Series A Convertible Redeemable Preferred Stock into Common Stock	190	0
Conversion of Series A-1 Convertible Redeemable Preferred Stock into Common Stock	186	0
Conversion of bridge loan into Series D Convertible Redeemable Preferred Stock	2,187	0
Conversion of related party notes payable and accrued interest into Series D Convertible Redeemable Preferred Stock	334	0
Recognition of derivative liabilities on preferred stock issuance	26,011	0
Deemed dividend from holder on preferred stock extinguishment	6,136	0
Exchange of Series C Convertible Redeemable Preferred Stock for Series D Convertible Redeemable Preferred Stock	10,000	0
Accretion of discount on Series C Convertible Redeemable Preferred Stock	2,688	728
Accretion of discount on Series D Convertible Redeemable Preferred Stock	1,572	0
Reduction in additional minimum pension liability	97	312
Accrued financing costs	$ 0	$ 400

DESCRIPTION OF BUSINESS AND OPE

DESCRIPTION OF BUSINESS AND OPERATIONS	12 Months Ended
	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS AND OPERATIONS	Overview As used in this Report, “we”, “us”, “our”, “ImageWare”, “ImageWare Systems” or the “Company” refers to ImageWare Systems, Inc. and all of its subsidiaries. ImageWare Systems, Inc. is incorporated in the state of Delaware. The Company is a pioneer and leader in the emerging market for biometrically enabled software-based identity management solutions. Using those human characteristics that are unique to us all, the Company creates software that provides a highly reliable indication of a person’s identity. The Company’s “flagship” product is the patented IWS Biometric Engine®. The Company’s products are used to manage and issue secure credentials, including national IDs, passports, driver licenses and access control credentials. The Company’s products also provide law enforcement with integrated mug shot, fingerprint LiveScan and investigative capabilities. The Company also provides comprehensive authentication security software using biometrics to secure physical and logical access to facilities or computer networks or internet sites. Biometric technology is now an integral part of all markets the Company addresses, and all the products are integrated into the IWS Biometric Engine. Liquidity, Going Concern and Management’s Plan Historically, our principal sources of cash have included customer payments from the sale of our products, proceeds from the issuance of common and preferred stock and proceeds from the issuance of debt. Our principal uses of cash have included cash used in operations, product development, and payments relating to purchases of property and equipment. We expect that our principal uses of cash in the future will be for product development, including customization of identity management products for enterprise and consumer applications, further development of intellectual property, development of Software-as-a-Service (“ SaaS At December 31, 2020 and 2019, we had negative working capital of $19,349,000 and $1,653,000, respectively. Included in our negative working capital as of December 31, 2020 are $24,128,000 of derivative liabilities which are not required to be settled in cash except in the event of the consummation of a Change of Control or at any time after the fourth anniversary of the Series D Preferred issuance, at which time the holders of the Series D Preferred may require the Company to redeem in cash any or all of the holder’s outstanding Series D Preferred at an amount equal to the Series D Liquidation Preference Amount. At December 31, 2020 the Liquidation Preference Amount totaled $22,863,000. Considering the financings consummated in 2020, as well as our projected cash requirements, and assuming we are unable to generate incremental revenue, our available cash will be insufficient to satisfy our cash requirements for the next twelve months from the date of this filing. At March 26, 2021, cash on hand approximated $5,178,000. Based on the Company’s rate of cash consumption in the first quarter of 2021 and the last quarter of 2020, the Company estimates it will need additional capital in the third quarter of 2021 and its prospects for obtaining that capital are uncertain. As a result of the Company’s historical losses and financial condition, there is substantial doubt about the Company’s ability to continue as a going concern. To address our working capital requirements, management has begun instituting several cost cutting measures and may seek additional equity and/or debt financing through the issuance of additional debt and/or equity securities. Other than the Lincoln Purchase Agreement, there are currently no financing arrangements to support our projected cash shortfall, including commitments to purchase additional debt and/or equity securities, or other agreements, and no assurances can be given that we will be successful in raising additional debt and/or equity securities, or entering into any other transaction that addresses our ability to continue as a going concern. In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the Company, which, in turn, is dependent upon the Company’s ability to continue to raise capital and generate positive cash flows from operations. However, the Company operates in markets that are emerging and highly competitive. There is no assurance that the Company will be able to obtain additional capital, operate at a profit or generate positive cash flows in the future. Therefore, management’s plans do not alleviate the substantial doubt of the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Basis of Presentation The financial statements are prepared under the Financial Accounting Standards Board (“ FASB ASC Generally Accepted Accounting Principles GAAP Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company’s wholly-owned subsidiaries are: XImage Corporation, a California Corporation; ImageWare Systems ID Group, Inc., a Delaware corporation (formerly Imaging Technology Corporation); I.W. Systems Canada Company, a Nova Scotia unlimited liability company; ImageWare Digital Photography Systems, LLC, a Nevada limited liability company (formerly Castleworks LLC); Digital Imaging International GmbH, a company formed under German laws; and Image Ware Mexico S de RL de CV, a company formed under Mexican laws. All significant intercompany transactions and balances have been eliminated. Operating Cycle Assets and liabilities related to long-term contracts are included in current assets and current liabilities in the accompanying consolidated balance sheets, although they will be liquidated in the normal course of contract completion which may take more than one operating cycle. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expense during the reporting period. Significant estimates include the evaluation of our ability to continue as a going concern, the allowance for doubtful accounts receivable, assumptions used in the Black-Scholes model to calculate the fair value of share-based payments, fair value of Series D Preferred and financial instruments issued with and affected by the Series D Preferred Financing (defined below), fair value of financial instruments with and affected by the Series C Preferred (defined below), fair value of Series A Preferred (defined below), fair value of Series A-1 Preferred (defined below), assumptions used in the application of revenue recognition policies, assumptions used in the derivation of the Company’s incremental borrowing rate used in the computation of the Company’s operating lease liabilities and assumptions used in the application of fair value methodologies to calculate the fair value of pension assets and obligations. Actual results could differ from estimates. Accounts Receivable In the normal course of business, the Company extends credit without collateral requirements to its customers that satisfy pre-defined credit criteria. Accounts receivable are recorded net of an allowance for doubtful accounts. Accounts receivable are considered delinquent when the due date on the invoice has passed. The Company records its allowance for doubtful accounts based upon its assessment of various factors. The Company considers historical experience, the age of the accounts receivable balances, the credit quality of its customers, current economic conditions and other factors that may affect customers’ ability to pay to determine the level of allowance required. Accounts receivable are written off against the allowance for doubtful accounts when all collection efforts by the Company have been unsuccessful. Inventories Finished goods inventories are stated at the lower of cost, determined using the average cost method, or net realizable value. See Note 6. Property, Equipment and Leasehold Improvements Property and equipment, consisting of furniture and equipment, are stated at cost and are being depreciated on a straight-line basis over the estimated useful lives of the assets, which generally range from three to five years. Maintenance and repairs are charged to expense as incurred. Major renewals or improvements are capitalized. When assets are sold or abandoned, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized. Expenditures for leasehold improvements are capitalized. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements. Revenue Recognition. In accordance with ASC 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The core principle of the standard is that we should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To achieve that core principle, we apply the following five step model: 1. Identify the contract with the customer; 2. Identify the performance obligation in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; and 5. Recognize revenue when (or as) each performance obligation is satisfied. At contract inception, we assess the goods and services promised in a contract with a customer and identify as a performance obligation each promise to transfer to the customer either: (i) a good or service (or a bundle of goods or services) that is distinct or (ii) a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. We recognize revenue only when we satisfy a performance obligation by transferring a promised good or service to a customer. Determining the timing of the satisfaction of performance obligations as well as the transaction price and the amounts allocated to performance obligations requires judgement. We disclose disaggregation of our customer revenue by classes of similar products and services as follows: ● Software licensing and royalties; ● Computer hardware and identification media; ● Services; and ● Post-contract customer support. Software licensing and royalties Software licenses consist of revenue from the sale of software for identity management applications. Our software licenses are functional intellectual property and typically provide customers with the right to use our software in perpetuity as it exists when made available to the customer. We recognize revenue from software licensing at a point in time upon delivery, provided all other revenue recognition criteria are met. Royalties consist of revenue from usage-based arrangements and guaranteed minimum-based arrangements. We recognize revenue for royalty arrangements at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied. Computer hardware and identification media We generate revenue from the sale of computer hardware and identification media. Revenue for these items is recognized upon delivery of these products to the customer, provided all other revenue recognition criteria are met. Services Services revenue is comprised primarily of software customization services, software integration services, system installation services and customer training. Revenue is generally recognized upon completion of services and customer acceptance provided all other revenue recognition criteria are met. Post-contract customer support (“PCS”) Post contract customer support consists of maintenance on software and hardware for our identity management solutions. Arrangements with multiple performance obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. In addition to selling software licenses, hardware and identification media, services and post-contract customer support on a standalone basis, certain contracts include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on our best estimate of the relative standalone selling price. The standalone selling price for a performance obligation is the price at which we would sell a promised good or service separately to a customer. The primary methods used to estimate standalone selling price are as follows: (i) the expected cost-plus margin approach, under which we forecast our expected costs of satisfying a performance obligation and then add an appropriate margin for that distinct good or service and (ii) the percent discount off of list price approach. Contract costs We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We apply a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period is one year or less. At December 31, 2019, we had recorded approximately $118,000 in contract costs relating to capitalized commissions. During the years ended December 31, 2020 and 2019, we recognized approximately $53,000 and $18,000, respectively, of capitalized contract costs as expense. Such expense is included as a component of operating expense and is included under the caption “Sales and marketing” in our consolidated statement of operations for the years ended December 31, 2020 and 2019. We recorded no additional capitalized contract costs in the year ended December 31, 2020. We recognized approximately $1,594,000 of revenue during the year ended December 31, 2020 that was related to contract costs at the beginning of the period. Other items We do not offer rights of return for our products and services in the normal course of business. Sales tax collected from customers is excluded from revenue. The following table sets forth our disaggregated revenue for the years ended December 31, 2020 and 2019: Year Ended December 31, Net Revenue 2020 2019 (dollars in thousands) Software and royalties $ 872 $ 489 Hardware and consumables 84 96 Services 1,275 338 Maintenance 2,554 2,583 Total net revenue $ 4,785 $ 3,506 Fair Value of Financial Instruments For certain of the Company’s financial instruments, including accounts receivable, accounts payable, accrued expense, and deferred revenue, the carrying amounts approximate fair value due to their relatively short maturities. Lease Liabilities and Operating Lease Right-of-Use Assets The Company is a party to certain contractual arrangements for office space which meet the definition of leases under Accounting Standards Codification (“ ASC ASC 842 A package of practical expedient to not reassess: ● Whether a contract is or contains a lease ● Lease classification ● Initial direct costs Goodwill Intangible and Long-Lived Assets Intangible assets are carried at their cost less any accumulated amortization. Any costs incurred to renew or extend the life of an intangible or long-lived asset are reviewed for capitalization. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. As of December 31, 2020, and through the date of this Annual Report, the Company’s management believes there is no impairment of its long-lived assets. There can be no assurance, however, that market conditions will not change or demand for the Company’s products under development will continue. Either of these could result in future impairment of long-lived assets. Derivative Liabilities The Company accounts for its derivative instruments under the provisions of ASC 815, “ Derivatives and Hedging The Company determined that the conversion option, redemption option and participating dividend feature contained in the Series C Preferred host instrument required bifurcation. The Company valued the bifurcatable features at fair value. Such liabilities aggregated approximately $833,000 at inception and are classified as current liabilities on the Company’s consolidated balance sheets under the caption “Derivative liabilities”. The Company will revalue these features at each balance sheet date and record any change in fair value in the determination of period net income or loss. Due to the exchange of all outstanding shares of Series C Preferred Stock into shares of Series D Preferred Stock, the fair value of the embedded derivative liabilities contained in the Series C host instrument was $0 at the date of exchange. The change in fair value of such amounts are recorded in the caption “Change in fair value of derivative liabilities” in the Company’s consolidated statements of operations. For the period January 1, 2020 through the November 12, 2020 date of exchange, the Company recorded a decrease to these derivative liabilities using fair value methodologies of approximately $369,000. As a result of this decrease, such liabilities aggregated approximately $0 at their November 12, 2020 date of exchange. During the twelve months ended December 31, 2019, the Company recorded a decrease to these derivative liabilities using fair value methodologies of approximately $696,000. As a result of this decrease, such liabilities aggregated approximately $369,000 at December 31, 2019. The Company determined that the conversion option, redemption option and participating dividend feature contained in the Series D Preferred host instrument required bifurcation. The Company valued the bifurcatable features at fair value. Such liabilities aggregated approximately $26,011,000 at inception and are classified as current liabilities on the Company’s consolidated balance sheets under the caption “Derivative liabilities”. The excess of the derivative fair value over the carrying amount of the Series D Preferred was recorded as a deemed dividend of approximately $4,201,000. The Series D Preferred financing was approved by the Company’s Board of Directors to provide for an immediate need of capital, to allow the Company to continue as a going concern and to execute the Company’s business plan after consultation with several of the Company’s largest shareholders and a review of financing alternatives. The Company will revalue these features at each balance sheet date and record any change in fair value in the determination of period net income or loss. The change in fair value of such amounts are recorded in the caption “Change in fair value of derivative liabilities” in the Company’s consolidated statements of operations. For the year ended December 31, 2020, the Company recorded a decrease to its derivative liabilities using fair value methodologies of approximately $2,252,000 ($369,000 relating to Series C embedded derivatives and $1,883,000 related to Series D embedded derivatives) . As a result of this decrease, such liabilities aggregated approximately $24,128,000 at December 31, 2020. Modification of Preferred Stock The following Preferred Stock modifications were consummated in connection with the Series D Financing: ● Series C Preferred Stock Exchange into Series D Preferred Stock ● Series A Preferred Stock Modification ● Series A-1 Preferred Stock Modification The Company is required to analyze preferred stock modifications to determine the proper method of accounting to apply to properly record and reflect the transactions. While guidance exists in ASC 470-50 to address the accounting for debt modifications, including preferred stock that is accounted for as a liability, there is no comparable guidance to address the accounting for modifications to preferred stock instruments that are accounted for as equity or temporary equity, which necessitates the subjective determination of whether a modification or exchange represents an extinguishment. Current accounting guidance permits the analysis of preferred stock modifications by using either the qualitative approach, the fair value approach or the cash flow approach. Due to the nature of the preferred stock modifications that the Company consummated in 2020, the Company determined that the fair value approach was the most appropriate methodology. Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. The Company places its cash with high quality financial institutions and at times during the years ended December 31, 2020 and 2019, exceeded the FDIC insurance limits of $250,000. Sales are typically made on credit and the Company generally does not require collateral. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains an allowance for doubtful accounts. The Company considers historical experience, the age of the accounts receivable balances, the credit quality of its customers, current economic conditions and other factors that may affect customers’ ability to pay to determine the level of allowance required. Accounts receivable are presented net of an allowance for doubtful accounts of approximately $5,000 and $7,000 at December 31, 2020 and 2019, respectively. For the year ended December 31, 2020, two customers accounted for approximately 61% or $2,921,000 of total revenue and had trade receivables of approximately $250,000 as of the end of the year. For the year ended December 31, 2019, two customers accounted for approximately 37% or $1,301,000 of total revenue and had trade receivables of approximately $161,000 as of the end of the year. Stock-Based Compensation At December 31, 2020, the Company had one stock-based compensation plan for employees and nonemployee directors, which authorizes the granting of various equity-based incentives including stock options and restricted stock. The Company estimates the fair value of its stock options using a Black-Scholes option-pricing model, consistent with the provisions of ASC 718, “ Compensation – Stock Compensation ASC 718 requires the use of a valuation model to calculate the fair value of stock-based awards. The Company has elected to use the Black-Scholes option-pricing model, which incorporates various assumptions including volatility, expected life, and interest rates. The Company is required to make various assumptions in the application of the Black-Scholes option-pricing model. The Company has determined that the best measure of expected volatility is based on the historical weekly volatility of the Company’s Common Stock. Historical volatility factors utilized in the Company’s Black-Scholes computations for options granted during the years ended December 31, 2020 and 2019 ranged from 57% to 83%. The Company has elected to estimate the expected life of an award based upon the SEC approved “simplified method” noted under the provisions of Staff Accounting Bulletin Topic 14. The expected term used by the Company during the years ended December 31, 2020 and 2019 was 5.17 years. The difference between the actual historical expected life and the simplified method was immaterial. The interest rate used is the risk-free interest rate and is based upon U.S. Treasury rates appropriate for the expected term. Interest rates used in the Company’s Black-Scholes calculations for the years ended December 31, 2020 and 2019 averaged 2.58%. Dividend yield is zero as the Company does not expect to declare any dividends on the Company’s common shares in the foreseeable future. In addition to the key assumptions used in the Black-Scholes model, the estimated forfeiture rate at the time of valuation is a critical assumption. The Company has adopted the provisions of ASU 2016-09 and will continue to use an estimated annualized forfeiture rate of approximately 5.0% for corporate officers, 4.1% for members of the Board of Directors and 15.0% for all other employees. The Company reviews the expected forfeiture rate annually to determine if that percent is still reasonable based on historical experience. Restricted stock units are recorded at the grant date fair value with corresponding compensation expense recorded ratably over the requisite service period. Stock-based compensation expense related to equity options was approximately $862,000 and $643,000 for the years ended December 31, 2020 and 2019, respectively. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, (ASC 740) ASC 740 requires a company to first determine whether it is more-likely-than-not (defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more-likely-than-not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority. The amount accrued for uncertain tax positions was $0 at December 31, 2020 and 2019. The Company’s uncertain tax position relative to unrecognized tax benefits and any potential increase in these liabilities relates primarily to the allocations of revenue and costs among the Company’s global operations and the impact of tax rulings made during the period affecting its tax positions. The Company’s existing tax positions could result in liabilities for unrecognized tax benefits. The Company recognizes interest and/or penalties related to uncertain tax positions in income tax expense. The amount of interest and penalties accrued as of December 31, 2020 and 2019 was $0. Significant judgment is required in evaluating the Company’s uncertain tax positions and determining the Company’s provision for income taxes. No assurance can be given that the final tax outcome of these matters will not be different from that which is reflected in the Company’s historical income tax provisions and accruals. The Company adjusts these items in light of changing facts and circumstances. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. Foreign Currency Translation The financial position and results of operations of the Company’s foreign subsidiaries are measured using the foreign subsidiary’s local currency as the functional currency. Revenue and expense of such subsidiaries have been translated into U.S. dollars at weighted-average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded directly as a separate component of shareholders’ equity, unless there is a sale or complete liquidation of the underlying foreign investments. The Company translates foreign currencies of its German, Canadian and Mexican subsidiaries. The cumulative translation adjustment, which is recorded in accumulated other comprehensive loss, decreased approximately $151,000 and $1,000 for the years ended December 31, 2020 and 2019, respectively. Comprehensive Loss Comprehensive loss consists of net gains and losses affecting shareholders’ deficit that, under generally accepted accounting principles, are excluded from net loss. For the Company, the only items are the cumulative translation adjustment and the additional minimum liability related to the Company’s defined benefit pension plan, recognized pursuant to ASC 715-30, “ Compensation - Retirement Benefits - Defined Benefit Plans – Pension Advertising Costs The Company expenses advertising costs as incurred. The Company incurred approximately $5,000 in advertising expense during the years ended December 31, 2020 and December 31, 2019. Loss Per Share Basic loss per common share is calculated by dividing net loss available to common shareholders for the period by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is calculated by dividing net loss available to common shareholders for the period by the weighted-average number of common shares outstanding during the period, adjusted to include, if dilutive, potential dilutive shares consisting of convertible preferred stock, convertible lines of credit, stock options and warrants, calculated using the treasury stock and if-converted methods. For diluted loss per share calculation purposes, the net loss available to common shareholders is adjusted to add back any preferred stock dividends in the consolidated statements of operations for the respective periods. (Amounts in thousands, except share and per share amounts) Year Ended December 31, Numerator for basic and diluted loss per share: 2020 2019 Net loss $ (7,253 ) $ (11,581 ) Preferred dividends, deemed dividends and accretion (3,695 ) (5,670 ) Net loss available to common shareholders $ (10,948 ) $ (17,251 ) Denominator for basic and diluted loss per share — weighted-average shares outstanding 133,346,309 104,372,048 Basic and diluted loss per share: Net loss available to common shareholders $ (0.08 ) $ (0.17 ) The following potential dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding as their effect would have been antidilutive: Potential Dilutive Securities: Common Share Equivalents at December 31, 2020 Common Share Equivalents at December 31, 2019 Convertible redeemable preferred stock – Series A 74,555,000 32,580,000 Convertible redeemable preferred stock – Series A-1 73,910,000 — Convertible redeemable preferred stock – Series B 46,029 46,029 Convertible redeemable preferred stock – Series C — 10,000,000 Convertible redeemable preferred stock – Series D 392,166,023 — Stock options 2,585,500 7,204,672 Restricted stock units (RSUs) 845,106 — Warrants 753,775 1,733,856 Total Potential Dilutive Securities 544,861,433 51,564,557 Recently Issued Accounting Standards From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies, which are adopted by us as of the specified effective date. Unless otherwise discussed, the Company’s management believes the impact of recently issued standards not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. FASB ASU No. 2019-12 Income Taxes (Topic 740) FASB ASU No. 2020-01 Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815”, FASB ASU No. 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

FAIR VALUE ACCOUNTING

FAIR VALUE ACCOUNTING	12 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
FAIR VALUE ACCOUNTING	The Company accounts for fair value measurements in accordance with ASC 820, “ Fair Value Measurements and Disclosures ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 Applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The following table sets forth the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy. As required by ASC 820, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Fair Value at December 31, 2020 ($ in thousands) Total Level 1 Level 2 Level 3 Assets: Pension assets $ 1,881 $ — $ — $ 1,881 Totals $ 1,881 $ — $ — $ 1,881 Liabilities: Derivative liabilities $ 24,128 $ — $ — $ 24,128 Totals $ 24,128 $ — $ — $ 24,128 Fair Value at December 31, 2019 ($ in thousands) Total Level 1 Level 2 Level 3 Assets: Pension assets $ 1,713 $ — $ — $ 1,713 Totals $ 1,713 $ — $ — $ 1,713 Liabilities: Derivative liabilities $ 369 $ — $ — $ 369 Totals $ 369 $ — $ — $ 369 The Company’s German pension plan is funded by insurance contract policies whereby the insurance company guarantees a fixed minimum return. The Company has determined that the pension assets are appropriately classified within Level 3 of the fair value hierarchy because they are valued using actuarial valuation methodologies which approximate cash surrender value that cannot be corroborated with observable market data. All plan assets are managed in a policyholder pool in Germany by outside investment managers. The investment manager is responsible for the investment strategy of the insurance premiums that Company submits and does not hold individual assets per participating employer. The German Federal Financial Supervisory oversees and supervises the insurance contracts. As of December 31, 2020, the Company had embedded features contained in the Series D Preferred host instrument (issued in November 2020) that qualified for derivative liability treatment. The recorded fair market value of these features was approximately $24,128,000 at December 31, 2020, and are classified as a current liability in the consolidated balance sheet as of December 31, 2020. The fair value of the Company’s derivative liabilities are classified within Level 3 of the fair value hierarchy because they are valued using pricing models that incorporate management assumptions that cannot be corroborated with observable market data. The Company uses Monte-Carlo simulations and other fair value methodologies in the determination of the fair value of derivative liabilities. Considering the various path dependencies for the Series D Preferred Stock, Monte-Carlo simulations were deemed the most appropriate methodology. At December 31, 2019, the Company had embedded features contained in the Series C Preferred host instrument that qualified for derivative liability treatment. The recorded fair market value of these features was $369,000 at December 31, 2019. Due to the exchange of the Series C Preferred into Series D Preferred, the value of the Series C derivative liabilities was $0 at December 31, 2020. Such liabilities are classified within Level 3 of the fair value hierarchy because they were valued using pricing models that incorporate management assumptions that cannot be corroborated with observable data. Some of the aforementioned fair value methodologies are affected by the Company’s stock price as well as assumptions regarding the expected stock price volatility over the term of the derivative liabilities in addition to the probability of future events. Significant assumptions used in the application of fair value methodologies for the Series D Preferred are a risk-free rate of 0.26% to 0.31%, equity volatility of 96.9% to 98.0%, effective life of 4.0 years, and a preferred stock dividend rate of 4.0%. Additionally, management has made certain estimates regarding the timing of potential change of control events. The Company monitors the activity within each level and any changes with the underlying valuation techniques or inputs utilized to recognize if any transfers between levels are necessary. That determination is made, in part, by working with outside valuation experts for Level 3 instruments and monitoring market related data and other valuation inputs for Level 1 and Level 2 instruments. The reconciliations of Level 3 pension assets measured at fair value in 2020 and 2019 are presented below: ($ in thousands) December 31, 2020 December 31, 2019 Pension assets: Fair value at beginning of year $ 1,713 $ 1,734 Return on plan assets 92 80 Company contributions and benefits paid, net (82 ) (68 ) Effect of rate changes 158 (33 ) Fair value at end of year $ 1,881 $ 1,713 The reconciliations of Level 3 derivative liabilities measured at fair value in 2020 and 2019 are presented below: ($ in thousands) December 31, 2020 December 31, 2019 Derivative liabilities Fair value at beginning of year $ 369 $ 1,065 Issuances from Preferred Stock Financing 26,011 - Change in fair value included in earnings (2,252 ) (696 ) Fair value at end of year $ 24,128 $ 369

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL	12 Months Ended
	Dec. 31, 2020
Intangible Assets, Net (Including Goodwill) [Abstract]
INTANGIBLE ASSETS AND GOODWILL	The carrying amounts of the Company’s patent intangible assets were $58,000 and $70,000 as of December 31, 2020 and 2019, respectively, which includes accumulated amortization of $601,000 and $589,000 as of December 31, 2020 and 2019, respectively. Amortization expense for patent intangible assets was $12,000 for the years ended December 31, 2020 and 2019. Patent intangible assets are being amortized on a straight-line basis over their remaining life of approximately 5.5 years. There was no impairment of the Company’s intangible assets during the years ended December 31, 2020 and 2019. The Company annually, or more frequently if events or circumstances indicate a need, tests the carrying amount of goodwill for impairment. The Company performs its annual simplified impairment test in the fourth quarter of each year. In December 2020, the Company adopted the provisions of ASU 2017-04, " Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment The estimated acquired intangible amortization expense for the next five fiscal years is as follows: Fiscal Year Ended December 31, Estimated Amortization Expense ($ in thousands) 2021 $ 12 2022 12 2023 12 2024 12 2025 10 Thereafter - Totals $ 58

RELATED PARTIES

RELATED PARTIES	12 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
RELATED PARTIES	Notes Payable Factoring Agreement On February 12, 2020, the Company entered into a factoring agreement (the " Factoring Agreement Factoring Lender Factoring Principal Factoring Collateral Closing Series D Preferred Series D Financing Factoring Settlement Convertible Promissory Notes During the year ended December 31, 2020, the Company received advances from a second former member of the Board of Directors (the " Board Lender Board Note Board Note Principal Also during the year ended December 31, 2020, the Company received advances from a third former member of the Board of Directors (the " Second Board Lender Second Board Note Board Notes Second Board Note Principal On November 12, 2020, in connection with the Closing of the Series D Financing, the Board Lenders entered into (i) Debt Exchange Agreements (collectively, the " Debt Exchange Agreements Release Agreements Professional Services Agreement

INVENTORY

INVENTORY	12 Months Ended
	Dec. 31, 2020
Inventory Disclosure [Abstract]
INVENTORY	Inventories of as of December 31, 2020 were comprised of work in process of representing direct labor costs on in-process projects and finished goods of net of reserves for obsolete and slow-moving items of . Inventories of as of December 31, 2019 were comprised of work in process of representing direct labor costs on in-process projects and finished goods of net of reserves for obsolete and slow-moving items of . Appropriate consideration is given to obsolescence, excessive levels, deterioration and other factors in evaluating net realizable value and required reserve levels.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	Property and equipment at consist of: ($ in thousands) December 31, 2020 December 31, 2019 Equipment $ 996 $ 996 Leasehold improvements 77 77 Furniture 257 257 1,330 1,330 Less accumulated depreciation (1,175 ) (1,114 ) $ 155 $ 216 Total depreciation expense for the years ended December 31, 2020 and 2019 was approximately $60,000 and $59,000, respectively.

ACCRUED EXPENSES

ACCRUED EXPENSES	12 Months Ended
	Dec. 31, 2020
Payables and Accruals [Abstract]
ACCRUED EXPENSES	Principal components of accrued expense consist of: ($ in thousands) December 31, 2020 December 31, 2019 Compensated absences $ 182 $ 385 Wages, payroll taxes and sales commissions 13 6 Customer deposits 131 18 Interest 10 — Royalties 72 72 Pension and employee benefit plans — 58 Accrued financing fees 500 500 Professional services — 121 Income and sales taxes 95 50 Dividends 49 40 Other 78 62 $ 1,130 $ 1,312

NOTES PAYABLE

NOTES PAYABLE	12 Months Ended
	Dec. 31, 2020
Notes and Loans Payable [Abstract]
NOTES PAYABLE	Concurrently with the execution of the Series D Purchase Agreement, the Company and certain Series D Preferred investors executed the Series D Bridge Loan Agreement (“ the Bridge Loan Pursuant to the Bridge Loan, the Company received proceeds of $2,187,000 in September 2020. The Bridge Loan bears interest at a fixed rate of 12% and is due and payable in arrears on the earlier of the Loan Conversion Date, as such term is defined in the Loan Agreement, or six months after the disbursement of the Bridge Loan. All amounts due and payable pursuant to the Bridge Loan are automatically convertible, without further action by the Investors, into shares of Series D Preferred at Closing at a purchase price of $1,000 for each share of Series D Preferred. The repayment of all amounts due under the terms of the Loan Agreement are secured by all assets of the Company. On November 12, 2020, contemporaneously with the closing of the Series D Preferred Financing, all amounts due under the Bridge Loan were converted into shares of Series D Preferred Stock. On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief and Economic Security Act (“ CARES Act PPP Loan Comerica PPP SBA

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
INCOME TAXES	The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, (ASC 740) The significant components of the income tax provision are as follows: ($ in thousands) Year Ended December 31, Current 2020 2019 Federal $ — $— State — — Foreign 7 10 Deferred Federal — — State — — Foreign — — $7 $10 The following is a schedule of the deferred tax assets and liabilities as of December 31, 2020 and 2019: ($ in thousands) 2020 2019 Deferred tax assets: Net operating loss carryforwards $23,327 $21,981 Stock based compensation 1,626 1,678 Reserves, loans and accrued expense 421 118 Gross deferred tax assets 25,374 23,777 Valuation allowance (25,193) (23,643) Gross deferred tax assets after valuation allowance 181 134 Deferred tax liability - Intangible and fixed assets (181) (134) Net deferred tax liabilities $— $— A reconciliation of the provision for income taxes to the amount computed by applying the statutory income tax rates to loss before income taxes is as follows: 2020 2019 Amounts computed at statutory rates $(1,415) $(2,432) State income tax, net of federal benefit (551) (579) Expiration of net operating loss carryforwards 620 879 Equity compensation 170 617 Non-deductible interest (581) (146) Foreign tax rate differential 215 184 Other (1) 3 Net change in valuation allowance on deferred tax assets 1,550 1,484 $7 $10 The Company has established a valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets. At December 31, 2020, the Company had federal net operating loss carryforwards of approximately $60,035,000, that begin to expire in 2021. The Company has federal net operating losses of approximately $29,121,000 that arose after the 2017 tax year and will carryforward indefinitely, the utilization of which is limited to 80% of taxable income in any given year. The Company has net operating loss carryforwards of approximately $70,436,000 for the state of California that will begin to expire in 2035. The Internal Revenue Code (the “ Revenue Code Tax returns for the years 2016 through 2020 are subject to examination by taxing authorities. The Company and its subsidiaries are subject to U.S. federal and state income tax, and in the normal course of business, its income tax returns are subject to examination by the relevant taxing authorities. As of December 31, 2020, the 2016 – 2020 tax years remain subject to examination in the U.S. federal tax state and foreign jurisdictions. However, to the extent allowed by law, the taxing authorities may have the right to examine the period from 2000 through 2020 where net operating losses and income tax credits were generated and carried forward and make adjustments to the amount of the net operating loss and income tax credit carryforward amount. The Company is not currently under examination by federal, state, or foreign jurisdictions. The Company recognizes the tax benefit from an uncertain income 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. As of December 31, 2020 and 2019 the Company had no liability for unrecognized tax benefits. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of December 31, 2020, the Company has no accrued interest or penalties related to uncertain tax positions. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Under ASC 740, the effects of new legislation are recognized upon enactment. Accordingly, the CARES Act is effective beginning in the quarter ended March 31, 2020. The Company does not currently believe that such provisions will have a material impact on the Company’s consolidated financial statements.

LEASES

LEASES	12 Months Ended
	Dec. 31, 2020
Leases [Abstract]
LEASES	The Company is a party to certain contractual arrangements for office space which meet the definition of leases under ASC 842 – Leases. In accordance with ASC 842, the Company has determined that such arrangements are operating leases and accordingly the Company has, as of January 1, 2019, recorded operating lease right-of-use assets and related lease liability for the present value of the lease payments over the lease terms using the Company’s estimated weighted-average incremental borrowing rate of approximately 14.5% as the discount rates implicit in the Company’s leases cannot be readily determined. Such assets and liabilities aggregated approximately $2,265,000 and $2,280,000 as of January 1, 2019, respectively and $1,906,000 and $2,089,000 as of December 31, 2019, respectively. At December 31, 2020, such assets and liabilities aggregated approximately $1,557,000 and $1,718,000, respectively. The Company determined that it had no arrangements representing finance leases. The Company’s operating leasing arrangements are summarized below: Our corporate headquarters is located in San Diego, California, where we now occupy approximately 500 square feet of office space at a cost of approximately $2,000 per month. We entered into this facility’s lease in February 2021 and this new lease commenced on March 1, 2021 and is on a month-to-month basis. In addition to our corporate headquarters, we also occupied the following spaces at December 31, 2020: ● 1,508 square feet in Ottawa, Province of Ontario, Canada, at a cost of approximately $3,000 per month until the expiration of the lease on March 31, 2021. The Company extended this lease for a 30-day period and is currently evaluating alternative premises which the Company believes is readily available; ● 9,720 square feet in Portland, Oregon, at a cost of approximately $23,000 per month until the expiration of the lease on February 28, 2023; and ● 183 square feet of office space in Mexico City, Mexico, at a cost of approximately $2,000 per month until September 30, 2021. Prior to entering into our current lease agreement in January 2021 and moving our corporate headquarters to a new location, we occupied 8,511 square feet of office space in San Diego, at a cost of approximately $28,000 per month. In January 2021, we entered in a subleasing agreement for our previously occupied corporate headquarters located in San Diego, California. The term of the sublease commences on April 1, 2021 and expires on April 30, 2025 coterminous with the expiration of the Company’s master lease. Sublease payments due the Company approximate $26,000 per month over the term of the sublease. The above leases contain no residual value guarantees provided by the Company and there are no options to either extend or terminate the leases. The Company is not a party to any subleasing arrangements. For the twelve months ended December 31, 2020, the Company recorded approximately $657,000 in lease expense using the straight-line method. For the twelve months ended December 31, 2019 the Company recorded approximately $673,000 in operating lease expense. Under the provisions of ASC 842, lease expense is comprised of the total lease payments under the lease plus any initial direct costs incurred less any lease incentives received by the lessor amortized ratably using the straight-line method over the lease term. The weighted-average remaining lease term of the Company’s operating leases as of December 31, 2020 is 3.64 years. Cash payments under operating leases aggregated approximately $669,000 for the twelve months ended December 31, 2020 and are included in operating cash flows. The Company’s lease liability was computed using the present value of future lease payments. The Company has utilized the practical expedient regarding lease and non-lease components and combined such components into a single combined component in the determination of the lease liability. The Company has excluded the lease of its office space in Mexico City, Mexico in the determination of the lease liability as of January 1, 2019 as its term is less than 12 months. At December 31, 2020, future minimum undiscounted lease payments are as follows for the years ending: ($ in thousands) 2021 $664 2022 $653 2023 $424 2024 $387 2025 $129 Thereafter $— Total $2,257 Short-term leases not included in lease liability $(22) Present Value effect on future minimum undiscounted lease payments at December 31, 2020 $(517) Lease liability at December 31, 2020 $1,718 Less current portion $(421) Non-current lease liability at December 31, 2020 $1,297

CONTINGENT LIABILITIES

CONTINGENT LIABILITIES	12 Months Ended
	Dec. 31, 2020
DefinedBenefitPlanAssetsForPlanBenefitsCurrentAndNoncurrentInPercentage
CONTINGENT LIABILITIES	Employment Agreements The Company has an employment agreement with its Chief Executive Officer, which expires on March 2, 2021. The Company may terminate the agreement with or without cause. Subject to the conditions and other limitations set forth in the employment agreement, the executive will be entitled to the following severance benefits if the Company terminates the executive’s employment without cause or in the event of an involuntary termination (as defined in the employment agreement) by the Company or by the executive: Under the terms of the agreement, the Chief Executive Officer will be entitled to the following severance benefits if we terminate their employment without cause or in the event of an involuntary termination: (i) severance payments equal to the lesser of twelve months’ base salary or the remaining period prior to the expiration of the Employment Period; (ii) continuation of fringe benefits and medical insurance for a period of twelve months. In the event that the Chief Executive Officer’s employment is terminated within six months prior to or thirteen months following a change of control (as defined in the employment agreements), the Chief Executive Officer is entitled to the severance benefits described above, except that 100% of the Chief Executive Officer’s outstanding stock options and restricted stock awards will immediately vest. Litigation There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company or any of our subsidiaries, threatened against or affecting the Company, our Common Stock, any of our subsidiaries or of the Company’s or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

MEZZANINE EQUITY

MEZZANINE EQUITY	12 Months Ended
	Dec. 31, 2020
Plan Assets Pension plan assets were comprised of the following asset categories at December 31,
MEZZANINE EQUITY	Series C Convertible Redeemable Preferred Stock On September 10, 2018, the Company filed the Certificate of Designations, Preferences, and Rights of Series C Preferred with the Secretary of State for the State of Delaware – Division of Corporations, as amended November 12, 2020 (the “ Series C Certificate accrue dividends cumulatively and are payable quarterly at a rate of 8% per annum if paid in cash, or 10% per annum if paid by the issuance of shares of Common Stock. Each share of Series C Preferred has a liquidation preference The Company had 0 and 1,000 shares of Series C Preferred outstanding as of December 31, 2020 and 2019, respectively. There were no issuances of Series C Preferred during the years ended December 31, 2020 or 2019. In connection with the Series D Financing, the Company entered into an Exchange Agreement with certain holders of the Series C Preferred which hold, in the aggregate, more than 50% of the outstanding shares of Series C Preferred (the “Exchange Agreement”). As contemplated by the parties thereto, after the filing of the Amended Series C Certificate and in connection with the closing of the Purchase Agreement and Exchange Agreement, such holders exercised their right under the Amended Series C Certificate to require all holders of Series C Preferred to similarly exchange their shares of Series C Preferred into shares of Series D Preferred on identical terms and conditions. On November 12, 2020 all 1,000 shares of Series C Preferred were converted into 10,000 shares of Series D Preferred. The Company issued the holders of Series C Preferred an aggregate of 6,455,149 shares of Common Stock during the year ended December 31, 2020 as dividends. The Company issued the holders of Series C Preferred an aggregate of 1,857,438 shares of Common Stock during the year ended December 31, 2019 as dividends. There were no conversions of Series C Preferred into Common Stock during the year ended December 31, 2020 or 2019. Series D Convertible Redeemable Preferred Stock On November 12, 2020, the Company filed the Series D Certificate with the Secretary of State for the State of Delaware. Pursuant to the Series D Certificate, the Series D Preferred ranks senior to all Common Stock and all other present and future classes or series of capital stock, except for Series B Preferred, and upon liquidation will be entitled to receive the Liquidation Preference Amount (as defined in the Series D Certificate) plus any accrued and unpaid dividends, before the payment or distribution of the Company’s assets or the proceeds thereof is made to the holders of any junior securities. Additionally, dividends on shares of Series D Preferred will be paid prior to any junior securities, and are to be paid at the rate of 4% of the Stated Value (as defined in the Series D Certificate) per share per annum in the form of shares of Series D Preferred. Holders of Series D Preferred shall vote together with holders of Common Stock on an as-converted basis, and not as a separate class, except (i) the holders of Series D Preferred, voting as a separate class, shall be entitled to elect two directors, (ii) the holders of Series D Preferred have the right to vote as a separate class regarding the waiver of certain protective provisions set forth in the Series D Certificate, and (iii) as otherwise required by law. The holders of Series D Preferred may voluntarily convert their shares of Series D Preferred into Common Stock at any time that is at least ninety days following the issuance date, at the conversion price calculated by dividing the Stated Value by the conversion price of $0.0583 per share of Common Stock, subject to adjustments as set forth in Section 5(e) of the Series D Certificate. The shares of Common Stock issuable upon conversion of the Series D Preferred shall be subject to the following registration rights: (i) one demand registration starting three months after the Closing, (ii) two demand registrations starting one year after the Closing, and (iii) unlimited piggy-back and Form S-3 registration rights with reasonable and customary terms. If, on any date that is at least five (5) years following the Issuance Date, (i) the Common Stock is registered pursuant to Section 12(b) or (g) under the Exchange Act; (ii) there are sufficient authorized but unissued shares of Common Stock (which have not otherwise been reserved or committed for issuance) to permit the issuance of all Common Shares issuable upon conversion of all outstanding shares of Series D Preferred; (iii) upon issuance, the Common Shares will be either (A) covered by an effective registration statement under the Securities Act, which is then available for the immediate resale Section 5(d) Mandatory Conversion On the fourth anniversary of the Issuance Date, or in the event of the consummation of a Change of Control, if any shares of Series D Preferred are outstanding, then each holder of Series D Preferred shall have the right (the “ Holder Redemption Right Holder Redemption Price On November 12, 2020 (“ Closing Date Bridge Note Conversion Purchase Agreement Securities Act On the Closing Date, the Company exchanged approximately $661,000 of liabilities of the Company for 661.3 shares of Series D Preferred, and received notice from the holders of a majority of the Series C Preferred (the “ Series C Exchange Notice Series C Exchange On December 31, 2020, the Company issued 142 shares of Series D Preferred Stock as payment of dividends due to the Series D Preferred stockholders. Guidance for accounting for freestanding financial instruments that contain characteristics of both liabilities and equity are contained in ASC 480, Distinguishing Liabilities From Equity ASR 268 Redeemable Preferred Stocks. Liquidation Preference Amount Likewise, the Company evaluated the provisions of the Series D Preferred and determined that the provisions of the Series D Preferred grant the holders of the Series D Preferred a redemption right whereby the holders of the Series D Preferred may, at any time after the fourth anniversary of the Series D Preferred issuance, require the Company to redeem in cash any or all of the holder’s outstanding Series D Preferred at an amount equal to the Series D Liquidation Preference Amount. In the event of a Change of Control, the holders of Series D Preferred shall have the right to require the Company to redeem in cash all or any portion of such holder’s shares at the Series D Liquidation Preference Amount. The Company has concluded that because the redemption features of the Series D Preferred are outside of the control of the Company, the instrument is to be recorded as temporary or mezzanine equity in accordance with the provisions of ASR 268. The Company noted that the Series C Preferred and Series D Preferred instruments were hybrid instruments that contain several embedded features. In November 2014, the FASB issued ASU 2014-16 to amend ASC 815, “ Derivatives and Hedging ASC 815 The whole instrument approach requires an issuer or investor to consider the economic characteristics and risks of the entire hybrid instrument, including all of its stated and implied substantive terms and features. Under this approach, all stated and implied features, including the embedded feature being evaluated for bifurcation, must be considered. Each term and feature should be weighed based on the relevant facts and circumstances to determine the nature of the host contract. This approach results in a single, consistent determination of the nature of the host contract, which is then used to evaluate each embedded feature for bifurcation. That is, the host contract does not change as each feature is evaluated. The revised guidance further clarifies that the existence or omission of any single feature, including an investor-held, fixed-price, noncontingent redemption option, does not determine the economic characteristics and risks of the host contract. Instead, an entity must base that determination on an evaluation of the entire hybrid instrument, including all substantive terms and features. However, an individual term or feature may be weighed more heavily in the evaluation based on facts and circumstances. An evaluation of all relevant terms and features, including the circumstances surrounding the issuance or acquisition of the equity share, as well as the likelihood that an issuer or investor is expected to exercise any options within the host contract, to determine the nature of the host contract, requires judgement. Using the whole instrument approach, the Company concluded that the host instruments of both the Series C Preferred and Series D Preferred were more akin to debt than equity as the majority of identified features contain more characteristics of debt. The Company evaluated the identified embedded features of the Series C Preferred and Series D Preferred host instruments and determined that certain features meet the definition of and contained the characteristics of derivative financial instruments requiring bifurcation at fair value from the host instrument. Accordingly, the Company has bifurcated from the Series C Preferred host instrument the conversion options, redemption option and participating dividend feature in accordance with the guidance in ASC 815. These bifurcated features aggregated approximately $833,000 at issuance and have been recorded as a discount to the Series C Preferred. Such amount were accreted to the point of their exchange into shares of Series D Preferred on November 12, 2020 using the effective interest rate method. The accretion of these features is recorded as a deemed dividend. For the year ended December 31, 2020, the Company recorded the accretion of Series C Preferred debt issuance costs and derivative liabilities aggregating approximately $573,000 using the effective interest rate method. On November 12, 2020, pursuant to the exchange of the Series C Preferred into Series D Preferred, the Company recorded approximately $543,000 of remaining unamortized Series C discount as a deemed dividend. During the year ended December 31, 2019, the Company recorded the accretion of debt issuance costs and derivative liabilities aggregating approximately $728,000 using the effective interest rate method as a deemed dividend. The Company has bifurcated from the Series D Preferred host instrument the conversion options, redemption option and participating dividend feature in accordance with the guidance in ASC 815. These bifurcated features aggregated approximately $26,011,000 at issuance and have been recorded as a discount to the Series D. As the fair value of the derivative liabilities was in excess of the Series D Preferred Stock carrying value, the Company recognized a deemed dividend of approximately $4,201,000. The Series D Preferred financing was approved the Company’s Board of Directors to provide for an immediate need of capital, to allow the Company to continue as a going concern and to execute the Company’s business plan after consultation with several of the Company’s largest shareholders and a review of financing alternatives. During the year ended December 31, 2020, the Company recorded the accretion of debt issuance costs and derivative liabilities aggregating approximately $1,572,000 using the effective interest rate method as a deemed dividend. The Company reflected the following in Mezzanine Equity for the Series C and Series D Preferred Stock as of December 31, 2019 and 2020: Series C Series D Convertible Convertible Redeemable Redeemable Preferred Preferred (Amounts in thousands, except share amounts) Shares Amount Shares Amount Total Series C Preferred Stock - December 31, 2018 1,000 $8,156 - $- Accretion of discount - deemed dividend for the twelve months ended December 31, 2019 - 728 - - Total Series C Preferred Stock - December 31, 2019 1,000 $8,884 - $- Accretion of Series C discount - deemed dividend - 573 - - Deemed dividend of unamortized discount at date of conversion of Series C Preferred Stock into Series D Preferred Stock - 543 - - Issuance of Series D Preferred Stock - - 12,060 12,060 Exchange of Series C Preferred Stock into Series D Preferred Stock (1,000) (10,000) 10,000 10,000 Discount - transaction costs - - - (1,053) Issuance of Series D Preferred as payment of liabilities - - 661 661 Issuance of Series D Preferred as payment of dividends due - - 142 142 Discount - bifurcated derivative - - - (21,810) Accretion of Series D discount - deemed dividend - - - 1,572 Balance of Preferred Stocks at December 31, 2020 - $- $22,863 $1,572

EQUITY

EQUITY	12 Months Ended
	Dec. 31, 2020
Equity [Abstract]
EQUITY	The Company’s Certificate of Incorporation, as amended, authorizes the issuance of two classes of stock to be designated “Common Stock” and “Preferred Stock”. The Preferred Stock may be divided into such number of series and with the rights, preferences, privileges and restrictions as the Board of Directors may determine. On June 9, 2020, the Company amended its Certificate of Incorporation to increase the number of shares of the Company’s Common Stock and the number of shares of the Company’s Preferred Stock authorized thereunder from an aggregate of 179 million to 350 million, consisting of 345 million shares of Common Stock and 5 million shares of Preferred Stock. On September 28, 2020, the Company received executed written consents from the requisite holders of the Company's voting securities, voting on an as-converted basis, approving the Amended Charter, which, among other things, will increase the authorized number of shares of Common Stock from 345 million shares to 1.0 billion shares, with no change to the number of authorized shares of Preferred Stock. This action did not become effective until October 13, 2020. As of December 31, 2020, we had 180,096,317 and 180,089,613 shares of Common Stock issued and outstanding, respectively. Our authorized but unissued shares of Common Stock are available for issuance without action by our shareholders. All shares of Common Stock now outstanding are fully paid and non-assessable. On February 20, 2020, the Company entered into a securities purchase agreement (the “ Triton Purchase Agreement Triton Triton Offering Triton Purchase Notice Triton Purchase Notice Amount Triton Shares In February and March of 2020, the Company sold, and Triton purchased, an aggregate of 10,000,000 shares of Common Stock for cash. In February, the Company sold 4,000,000 shares of Common Stock for $0.16 per share resulting in gross proceeds to the Company of $640,000. In March 2020, the Company sold 6,000,000 shares of Common Stock resulting in gross proceeds to the Company of $765,000, or a per share purchase price of $0.13 per share. Aggregate net proceeds from this financing approximated $1,387,000 after recognition of direct offering costs. Lincoln Park Capital Fund, LLC On April 28, 2020, the Company entered into a purchase agreement, and as amended on June 11, 2020 (the “ Lincoln Purchase Agreement Lincoln Registration Rights Agreement Lincoln Park Under the terms and subject to the conditions of the Lincoln Purchase Agreement, including stockholder approval of an amendment to the Company’s Certificate of Incorporation, as amended from time to time (the " Certificate of Incorporation Initial Purchase Shares”) Commencement Purchase Shares Commencement Date After the Commencement Date, on any business day over the term of the Lincoln Purchase Agreement, the Company has the right, in its sole discretion, to direct Lincoln Park to purchase up to 125,000 shares of its Common Stock on such business day (the “ Regular Purchase accelerated purchases and additional accelerated purchases as described in the Lincoln Purchase Agreement Pursuant to the terms of the Lincoln Purchase Agreement, in no event may the Company issue or sell to Lincoln Park under the shares of Common Stock under the Lincoln Purchase Agreement which, when aggregated with all other shares of Common Stock then beneficially owned by Lincoln Park and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act Beneficial Ownership Limitation The Lincoln Purchase Agreement and the Lincoln Registration Rights Agreement contain customary representations, warranties, agreements and conditions and indemnification obligations of the parties. The Company has the right to terminate the Purchase Agreement at any time, at no cost or penalty. The Company issued to Lincoln Park 2,500,000 shares of Common Stock in consideration for entering into the Lincoln Purchase Agreement. Pursuant to this issuance, $400,000 was recorded by the Company as a deferred stock issuance cost. Such amount was recorded in the Company’s consolidated balance sheet under the caption “Other assets”. Such deferred stock issuance costs will be recognized as a charge against paid in capital in proportion to securities sold under this Lincoln Purchase Agreement. During the year ended December 31, 2020, the Company recognized approximately $36,000 as a charge against paid- in capital relating to securities sold under the Lincoln Purchase Agreement. In addition to the Initial Purchase Shares and Commencement Purchase Shares disclosed above, during the year ended December 31, 2020, the Company sold an aggregate 3,200,000 shares of Common Stock to Lincoln Park under the terms of the Lincoln Purchase Agreement resulting in gross cash proceeds to the Company of approximately $918,000. Our Board of Directors has designated five series of Preferred Stock; (i) Series A Preferred, (ii) Series A-1 Preferred, (iii) Series B Preferred, (iv) Series C Preferred and (v) Series D Preferred. As of December 31, 2020, there were 14,911 shares of Series A Preferred outstanding, 14,782 shares of Series A-1 Preferred outstanding, 239,400 shares of series B Preferred outstanding, 0 shares of Series C Preferred outstanding, and 22,863 shares of Series D Preferred outstanding. Series A Convertible Preferred Stock On September 15, 2017, the Company filed the Certificate of Designations of the Series A Preferred with the Delaware Secretary of State (the “ Series A Certificate During July 2020, the Company entered into the Series A Exchange Agreement with the Series A Holders, pursuant to which such Series A Holders exchanged 18,828 shares of Series A Preferred for an equivalent number of Series A-1 Preferred in consideration for their waiver of approximately $1,849,000 in dividends payable. On September 28, 2020, the Company received executed written consents from (i) the requisite holders of the Company's voting securities, voting on an as-converted basis, and (ii) the requisite holders of Series A Preferred, voting as a separate class, approving the Amended Series A Certificate, which, among other things, provides for (i) the automatic conversion of all Series A Preferred into Common Stock at a rate of 10% per month following the Closing of the Series D Financing, with the conversion price for such conversion reduced from $1.15 per share of Common Stock, to $0.20 per share of Common Stock, and (ii) a reduction of the dividend rate from 8% of the stated Series A Liquidation Preference Amount if paid in cash and 10% of the stated Series A Liquidation Preference Amount if paid in Common Stock, to 4% of the Series A Liquidation Preference Amount, with the dividends being paid only in shares of Common Stock. The Company determined that the September 28, 2020 changes to the Series A Preferred Stock was a modification of its Series A preferred stock. Using the fair value method, the Company concluded that the modification was significant and applied the guidance in ASC 260-10-S99 for extinguishments. Under such guidance, the Company recognized the difference between the consideration paid (i.e. the fair value of the new or modified preferred shares) and the carrying value of the original preferred shares as a deemed dividend to (from) the holder. Pursuant to such guidance the company recorded approximately $9,173,000 as a deemed dividend from the holder in the computation of Earnings Per Share. As modified, shares of Series A Preferred accrue dividends at a rate of 4% per annum payable through the Conversion Period, as defined below, in shares of Common Stock. Each share of Series A Preferred has a liquidation preference of $1,000 per share and is convertible, at the option of the holder, into that number of shares of the Company’s Common Stock equal to the Liquidation Preference, divided by $0.20. Each holder of the Series A Preferred is entitled to vote on all matters, together with the holders of Common Stock, on an as converted basis. The Series A Preferred is subordinate to and ranks junior to the Company’s Series B Preferred, Series C Preferred, Series D Preferred and all indebtedness of the Company, and ranks senior to the Company’s Common Stock and to all other classes and series of equity securities of the Company which by their terms rank junior to the Series A Preferred. Holders of Series A Preferred may elect to convert shares of Series A Preferred into Conversion Shares at any time. In the event the volume-weighted average price (“ VWAP Conversion Period The Company had 14,911 shares of Series A Preferred outstanding as of December 31, 2020. At December 31, 2020 and 2019, the Company had cumulative undeclared dividends of $0. During the years ended December 31, 2020 and 2019, the Company issued the holders of Series A Preferred 1,388,876 and 6,959,523 shares of Common Stock, respectively, as payment of dividends due. During the year ended December 31, 2020, the Company issued 18,640,000 shares of Common Stock upon the conversion of 3,728 shares of Series A Preferred Stock. Series A-1 Convertible Preferred Stock In July 2020, the Company filed the Series A-1 Certificate with the Secretary of State for the State of Delaware – Division of Corporations, designating 31,021 shares of the Company’s Preferred Stock as Series A-1 Preferred. Shares of Series A-1 Preferred accrue cumulative dividends and are payable quarterly beginning March 31, 2021 at a rate of 8% per annum if paid in cash, or 10% per annum if paid by the issuance of shares of the Company’s Common Stock. Shares of Series A-1 Preferred rank senior to the Company’s Common Stock, pari-passu to the Company's Series A Preferred, and are subordinate and rank junior to Series B Preferred and Series D Preferred. Each share of Series A-1 Preferred has a liquidation preference equal to the greater of (i) $1,000 per share plus all accrued and unpaid dividends, or (ii) such amount per share as would have been payable had each such share been converted into Common Stock immediately prior to such liquidation, dissolution or winding up (the amount payable pursuant to the foregoing is referred to herein as the “Series A-1 Liquidation Preference Amount”) before any payment shall be made or any assets distributed to the holders of the Common Stock or any other classes and series of equity securities of the Company which by their terms rank junior to the Series A-1 Preferred. Each share of Series A-1 Preferred is convertible into that number of shares of the Company’s Common Stock (“ Series A-1 Conversion Shares The Series A-1 Preferred is a freestanding financial instrument that contains characteristics of both liabilities and equity. Guidance for accounting for freestanding financial instruments that contain characteristics of both liabilities and equity are contained in ASC 480 and ASR 268 . The Company noted that the Series A-1 Preferred Stock instrument was a hybrid instrument that contains several embedded features. In November 2014, the FASB issued ASU 2014-16 to amend ASC 815, “ Derivatives and Hedging ASC 815 Using the whole instrument approach, the Company concluded that the host instrument is more akin to equity than debt as the majority of identified features contain more characteristics of equity. The Company evaluated the identified embedded features of the Series A-1 Preferred host instrument and determined that certain features did not meet the definition of and did not contain the characteristics of derivative financial instruments requiring bifurcation at fair value from the host instrument. During July 2020, the Company entered into an Exchange Agreement, Consent and Waiver (“ Exchange Agreement Series A Holders Series A Restructuring As there is no specific guidance under GAAP on whether an amendment to, or exchange of, an equity-classified preferred stock instrument (whether presented in temporary or permanent equity) that is not within the scope of ASC 718 should be accounted for as an extinguishment or a modification, the Company used, by analogy, the Guidance in ASC 470, (“Debt”) regarding the modification of debt instruments and determined that the exchange transaction was a modification. The Company measured the fair value of the Series A and A-1 Preferred stock immediately before and after the modification date by measuring the value of Common Stock each instrument was convertible into and determined that the modification resulted in a deemed dividend of approximately $2,272,000. On September 28, 2020, the Company's holders of Common Stock and Preferred Stock voted to revise the Series A-1 Certificate by i) amending and restating the Series A-1 Certificate to, without limitation, provide for (i) the voluntary conversion of all outstanding shares of the Company's Series A-1 Preferred into shares of the Company’s Common Stock at a reduced conversion price of $0.20 per share of Common Stock, and (ii) the automatic conversion of all issued and outstanding shares of Series A Preferred and Series A-1 Preferred into shares of Common Stock at a rate of 10% per month, beginning on November 1, 2020, and ending on August 1, 2021, at the reduced conversion price of $0.20 per share of Common Stock; The Company determined that the September 28, 2020 changes to the Series A Preferred Stock was a modification of its Series A-1 preferred stock. Using the fair value method, the Company concluded that the modification was significant and applied the guidance in ASC 260-10-S99 for extinguishments. Under such guidance, the difference between the consideration paid (i.e. the fair value of the new or modified preferred shares) and the carrying value of the original preferred shares was recognized as a deemed dividend to (from) the holder. Pursuant to such guidance the company recorded approximately $9,440,000 as a deemed dividend from the holder in the computation of Earnings Per Share. The Company had 14,782 shares and 0 shares of Series A-1 Preferred outstanding as of December 31, 2020 and 2019, respectively. During the years ended December 31, 2020 and 2019, the Company issued the holders of Series A-1 Preferred 1,159,416 and 0 shares of Common Stock, respectively, as payment of dividends due. During the year ended December 31, 2020, the Company issued 19,016,452 shares of Common Stock upon the conversion of 4,046 shares of Series A-1 Preferred. Series B Convertible Redeemable Preferred Stock The Company had 239,400 shares of Series B Convertible Preferred Stock (“ Series B Preferred Common Stock On September 28, 2020, the Company received executed written consents from the requisite holders of the Company’s voting securities, voting on as as-converted basis, approving the Amended Charter, which, among other things will increase the authorized number of shares of Common Stock from 345 million to 1 billion shares. This action did not become effective until 20 calendar days after an Information Statement was delivered to our shareholders. Such Information Statement was delivered on October 13, 2020. The following table summarizes outstanding Common Stock activity for the following periods: Common Stock Shares outstanding at December 31, 2018 98,223,632 Shares issued pursuant to payment of stock dividend on Series A Preferred 6,959,523 Shares issued as payment of stock dividend on Series C Preferred 1,857,438 Shares issued for cash 5,954,545 Shares issued pursuant to option exercises 351,334 Shares outstanding at December 31, 2019 113,346,472 Shares issued pursuant to payment of stock dividend on Series A Preferred 1,388,876 Shares issued pursuant to payment of stock dividend on Series A-1 Preferred 1,159,416 Shares issued as payment of stock dividend on Series C Preferred 6,455,149 Shares issued pursuant to Series A conversion to Common Stock 18,640,000 Shares issued pursuant to Series A-1 conversion to Common Stock 19,016,452 Shares issued to secure financing facility 2,500,000 Shares issued for cash 15,700,000 Shares issued pursuant to option exchange and RSU vesting 1,883,248 Shares outstanding at December 31, 2020 180,089,613 Warrants As of December 31, 2020, warrants to purchase 753,775 The following table summarizes warrant activity for the following periods: Warrants Weighted-Average Exercise Price Balance at December 31, 2018 1,813,856 $ 0.19 Granted — Expired / Canceled (80,000 ) $ 1.13 Exercised — Balance at December 31, 2019 1,733,856 $ 0.14 Granted — Expired / Canceled (980,081 ) $ 0.15 Exercised — Balance at December 31, 2020 753,775 $ 0.17 There were no warrants issued or exercised during the twelve months ended December 31, 2020. During the year ended December 31, 2020, 739,386 warrants were cancelled in conjunction with the exchange of Series A Preferred Stock into Series A-1 Preferred Stock, 150,695 warrants were cancelled pursuant to the mandatory conversion of Series A Preferred Stock into Common Stock and 90,000 warrants expired unexercised.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	12 Months Ended
	Dec. 31, 2020
Compensation Related Costs [Abstract]
STOCK-BASED COMPENSATION	Stock Options As of December 31, 2020, the Company had one active stock-based compensation plan: the 2020 Omnibus Stock Incentive Plan (the “ 2020 Plan 2020 Omnibus Stock Incentive Plan On June 9, 2020, pursuant to authorization obtained from the Company’s stockholders, the Company adopted the 2020 Omnibus Stock Incentive Plan (the “ 2020 Plan Pursuant to the adoption of the 2020 Plan, such plan will supersede and replace the Company’s 1999 Plan and no new awards will be granted under the 1999 Plan thereafter. Any awards outstanding under the 1999 Plan on the date of approval of the 2020 Plan will remain subject to the 1999 Plan. Upon approval of our 2020 Plan, all shares of Common Stock remaining authorized and available for issuance under the 1999 Plan and any shares subject to outstanding awards under the 1999 Plan that subsequently expire, terminate, or are surrendered or forfeited for any reason without issuance of shares will automatically become available for issuance under our 2020 Plan. As of December 31, 2020, there are approximately 26,400,000 shares available for issuance under the 2020 Plan. The Company estimates the fair value of its stock options using a Black-Scholes option-pricing model, consistent with the provisions of ASC 718, “ Compensation – Stock Compensation ASC 718 requires the use of a valuation model to calculate the fair value of stock-based awards. The Company has elected to use the Black-Scholes option-pricing model, which incorporates various assumptions including volatility, expected life, and interest rates. The Company is required to make various assumptions in the application of the Black-Scholes option-pricing model. The Company has determined that the best measure of expected volatility is based on the historical weekly volatility of the Company’s Common Stock. Historical volatility factors utilized in the Company’s Black-Scholes computations for options granted during the years ended December 31, 2020 and 2019 ranged from 57% to 83%. The Company has elected to estimate the expected life of an award based upon the SEC approved “simplified method” noted under the provisions of Staff Accounting Bulletin Topic 14. The expected term used by the Company during the years ended December 31, 2020 and 2019 was 5.17 years. The difference between the actual historical expected life and the simplified method was immaterial. The interest rate used is the risk-free interest rate and is based upon U.S. Treasury rates appropriate for the expected term. Interest rates used in the Company’s Black-Scholes calculations for the years ended December 31, 2020 and 2019 averaged 2.58%. Dividend yield is zero as the Company does not expect to declare any dividends on the Company’s common shares in the foreseeable future. In addition to the key assumptions used in the Black-Scholes model, the estimated forfeiture rate at the time of valuation is a critical assumption. The Company has adopted the provisions of ASU 2016-09 and will continue to use an estimated annualized forfeiture rate of approximately 5.0% for corporate officers, 4.1% for members of the Board of Directors and 15.0% for all other employees. The Company reviews the expected forfeiture rate annually to determine if that percent is still reasonable based on historical experience. A summary of the activity under the Company’s stock option plans is as follows: Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Balance at December 31, 2018 7,227,248 $ 1.4 5.8 Granted 750,000 $ 0.89 — Expired/Cancelled (421,242 ) $ 1.52 — Exercised (351,334 ) $ 0.47 — Balance at December 31, 2019 7,204,672 $ 1.32 5.3 Granted 2,450,000 $ 0.14 — Expired/Cancelled (7,069,172 ) $ 1.33 — Exercised — $ — — Balance at December 31, 2020 2,585,500 $ 0.19 9.2 During the year ended December 31, 2020, the Company issued an aggregate 2,450,000 options to purchase common stock at exercise prices of $0.07 to $0.24. Of the options granted in 2020, 1,750,000 options are issuable to the Company’s Chief Executive Officer and are included as granted options in the totals above, however such options have not been issued to the executive as of the date of this Annual Report, pending the negotiation of a new grant since the consummation of the offering of Series D Preferred in November 2020. During the year ended December 31, 2020, certain terminated employees exchanged 1,225,500 Common Stock purchase options for 612,750 shares of Common Stock as a component of their severance agreement. During t he year ended December 31, 2020, certain employees exchanged 1,417,832 Common Stock purchase options for 708,916 Restricted Stock Units (“ RSUs In addition to the aggregate 6,110,332 options exchanged, an additional 958,840 Common Stock purchase options expired unexercised during the year ended December 31, 2020. During the year ended December 31, 2020, there were no options exercised for cash. During the year ended December 31, 2019, there were 351,334 options exercised for cash resulting in the issuance of 351,334 shares of the Company’s Common Stock and proceeds of approximately $166,000. At December 31, 2020, a total of 2,585,500 options were outstanding, of which 113,137 were exercisable at a weighted average price of $1.12 per share with a remaining weighted average contractual term of 6.13 years. The Company expects that, in addition to the 113,137 options that were exercisable as of December 31, 2020, another 2,472,363 will ultimately vest resulting in a combined total of 2,585,500. Those 2,585,500 shares have a weighted average exercise price of $0.19 and an aggregate intrinsic value of approximately $1,000 as of December 31, 2020. Stock-based compensation expense related to equity options was approximately $263,000 and $643,000 for the years ended December 31, 2020 and 2019, respectively. The weighted-average grant-date fair value per share of options granted to employees during the years ended December 31, 2020 and 2019 was $0.12 and $0.47, respectively. At December 31, 2020, the total remaining unrecognized compensation cost related to unvested stock options amounted to approximately $277,906, which will be amortized over the weighted-average remaining requisite service period of 1.7 years. The intrinsic value of options exercised during the years ended December 31, 2020 and 2019 was approximately $0 and $222,000, respectively. The intrinsic value of options exercisable at December 31, 2020 and 2019 was approximately $0 and $0, respectively. The intrinsic value of options that vested during 2020 was approximately $0. The aggregate intrinsic value for all options outstanding as of December 31, 2020 and 2019 was approximately $1,000 and $1,000, respectively. The Company periodically issues RSUs to certain employees which vest over time. When vested, each RSU represents the right to that number of shares of Common Stock equal to the number of RSUs granted. The grant date fair value for RSU’s is based upon the market price of the Company's Common Stock on the date of the grant. The fair value is then amortized to compensation expense over the requisite service period or vesting term. A summary of the activity related to RSUs is as follows: RSU’s Weighted-Average Issuance Price Balance at December 31, 2019 — $ — Granted 3,857,416 $ 0.15 Expired/Cancelled (847,959 ) $ 0.17 Vested (2,164,351 ) $ 0.14 Balance at December 31, 2020 845,106 $ 0.14 During t he year ended December 31, 2020, the Company granted 708,916 RSUs to certain employees in exchange for options to purchase 1,417,832 shares of Common Stock held by such employees. During the year ended December 31, 2020, 336,998 of these RSUs vested with the remainder of such RSUs vesting quarterly over a period of two years. During the year ended December 31, 2020, the Company agreed to grant 1,733,500 RSUs to certain officers and members of the Company’s Board of Directors in exchange for options to purchase 3,467,000 shares of Common Stock held by such officers and directors. During the year ended December 31, 2020, 1,000,684 of these RSUs vested with the remainder of such RSUs expiring unvested. At December 31, 2020, the Company had not issued 67,191 shares of its Common Stock pursuant to these vested RSUs. The Company determined that the exchange agreements are a modification of a share-based payment award under ASC 718. Accordingly, the Company computed any incremental compensation expense as a component of the total compensation cost to be measured at the modification date. Aggregate incremental compensation expense measured from the modifications of stock options was approximately $385,000. Stock-based Compensation Stock-based compensation related to equity options has been classified as follows in the accompanying consolidated statements of operations (in thousands): Year Ended December 31, 2020 2019 Cost of revenue $ 15 $ 13 General and administrative 550 347 Sales and marketing 163 148 Research and development 134 135 Total $ 862 $ 643 Common Stock Reserved for Future Issuance The following table summarizes the Common Stock reserved for future issuance as of December 31, 2020: Common Stock Convertible preferred stock – Series A, Series A-1, Series B and Series D 540,677,052 Stock options outstanding 2,585,500 Restricted Stock Units 845,106 Warrants outstanding 753,775 Authorized for future grant under stock option plans 26,382,377

EMPLOYEE BENEFIT PLAN

EMPLOYEE BENEFIT PLAN	12 Months Ended
	Dec. 31, 2020
Employee Benefit and Share-based Payment Arrangement, Noncash Expense [Abstract]
EMPLOYEE BENEFIT PLAN	During 1995, the Company adopted a defined contribution 401(k) retirement plan (the “ Plan Employees are fully vested in their share of the Company’s contributions after the completion of five years of service. In 2019, the Company authorized contributions of approximately $184,000 for the 2019 plan year of which $138,000 were paid prior to December 31, 2019. In 2020, there were no contributions authorized or made.

PENSION PLAN

PENSION PLAN	12 Months Ended
	Dec. 31, 2020
Employee Benefit and Share-based Payment Arrangement, Noncash Expense [Abstract]
PENSION PLAN	One of the Company’s dormant foreign subsidiaries maintains a defined benefit pension plan that provides benefits based on length of service and final average earnings. The following table sets forth the benefit obligation, fair value of plan assets, and the funded status of the Company’s plan; amounts recognized in the Company’s consolidated financial statements; and the assumptions used in determining the actuarial present value of the benefit obligations as of December 31: ($ in thousands) 2020 2019 Change in benefit obligation: Benefit obligation at beginning of year $ 3,969 $ 3,610 Service cost — — Interest cost 52 70 Actuarial (gain) loss 113 436 Effect of exchange rate changes 370 (67 ) Effect of curtailment — — Benefits paid (92 ) (80 ) Benefit obligation at end of year $ 4,412 $ 3,969 Change in plan assets: Fair value of plan assets at beginning of year $ 1,713 $ 1,734 Actual return of plan assets 92 80 Company contributions 10 12 Benefits paid (92 ) (80 ) Effect of exchange rate changes 158 (33 ) Fair value of plan assets at end of year $ 1,881 $ 1,713 Funded status $ (2,531 ) $ (2,256 ) Unrecognized actuarial loss (gain) 1,702 1,778 Unrecognized prior service (benefit) cost — — Additional minimum liability (1,702 ) (1,778 ) Unrecognized transition (asset) liability — — Net amount recognized $ (2,531 ) $ (2,256 ) Components of net periodic benefit cost are as follows: Service cost $ — $ — Interest cost on projected benefit obligations 52 70 Expected return on plan assets (55 ) (53 ) Amortization of prior service costs — — Amortization of actuarial loss 117 92 Net periodic benefit costs $ 114 $ 109 The weighted average assumptions used to determine net periodic benefit cost for the years ended December 31, were Discount rate 1.0 % 1.3 % Expected return on plan assets 3.2 % 3.2 % Rate of pension increases 2.0 % 2.0 % Rate of compensation increase N/A N/A The following discloses information about the Company’s defined benefit pension plan that had an accumulated benefit obligation in excess of plan assets as of December 31, Projected benefit obligation $ 4,412 $ 3,969 Accumulated benefit obligation $ 4,412 $ 3,969 Fair value of plan assets $ 1,881 $ 1,713 As of December 31, 2020, the following benefit payments are expected to be paid as follows (in thousands): 2021 $ 100 2022 $ 101 2023 $ 108 2024 $ 129 2025 $ 138 2026 — 2030 $ 750 The Company made contributions to the plan of approximately $10,000 during the year ended December 31, 2020, and $12,000 during the year ended December 31, 2019. The company anticipates making contributions at similar levels during the next fiscal year. In accordance with the Company’s adoption of ASU 2017-07, the components of net periodic pension expense is shown in the Company’s Consolidated Statement of Operations for the years ended December 31, 2020 and 2019 under “Other components of net periodic pension expense”. The measurement date used to determine the benefit information of the plan was January 1, 2021.

ACCUMULATED OTHER COMPREHENSIVE

ACCUMULATED OTHER COMPREHENSIVE LOSS	12 Months Ended
	Dec. 31, 2020
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
ACCUMULATED OTHER COMPREHENSIVE LOSS	Accumulated other comprehensive loss is the combination of the additional minimum liability related to the Company’s defined benefit pension plan, recognized pursuant to ASC 715-30, “ Compensation - Retirement Benefits - Defined Benefit Plans – Pension As of December 31, 2020 and 2019, the components of accumulated other comprehensive loss were as follows: ($ in thousands) 2020 2019 Additional minimum pension liability $ (1,553 ) $ (1,456 ) Foreign currency translation adjustment (436 ) (285 ) Ending balance $ (1,989 ) $ (1,741 )

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	During the period from January 1, 2021 thru March 26, 2021 the Company issued an aggregate of 94,829,726 shares including 94,455,511 for conversions of its convertible preferred stock, 242,647 for fees paid in stock, 131,168 pursuant to RSU vesting’s and 400 shares for the exercise of warrants. The Company undertook the following Corporate Actions which have been approved by written consent of a majority of our outstanding voting securities, on an as converted basis (the “Majority Shareholders”), following a recommendation that shareholders approve the Corporate Actions by our Board of Directors: (i) An amendment to the Company’s Certificate of Incorporation, as Amended and Restated (the “Certificate of Incorporation”) to increase the total number of shares of Common Stock authorized for issuance thereunder from 1.0 billion shares to 2.0 billion shares (the “Charter Amendment”); and (ii) An amendment to the Company’s 2020 Omnibus Incentive Plan (the “Plan”) to increase the number of shares of Common Stock available for issuance under the 2020 Plan by 120.0 million shares, from 25.0 million shares to 145.0 million shares (the “Plan Amendment”).

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	The financial statements are prepared under the Financial Accounting Standards Board (“ FASB ASC Generally Accepted Accounting Principles GAAP
Principles of Consolidation	The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company’s wholly-owned subsidiaries are: XImage Corporation, a California Corporation; ImageWare Systems ID Group, Inc., a Delaware corporation (formerly Imaging Technology Corporation); I.W. Systems Canada Company, a Nova Scotia unlimited liability company; ImageWare Digital Photography Systems, LLC, a Nevada limited liability company (formerly Castleworks LLC); Digital Imaging International GmbH, a company formed under German laws; and Image Ware Mexico S de RL de CV, a company formed under Mexican laws. All significant intercompany transactions and balances have been eliminated.
Operating Cycle	Assets and liabilities related to long-term contracts are included in current assets and current liabilities in the accompanying consolidated balance sheets, although they will be liquidated in the normal course of contract completion which may take more than one operating cycle.
Use of Estimates	The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expense during the reporting period. Significant estimates include the evaluation of our ability to continue as a going concern, the allowance for doubtful accounts receivable, assumptions used in the Black-Scholes model to calculate the fair value of share-based payments, fair value of Series D Preferred and financial instruments issued with and affected by the Series D Preferred Financing (defined below), fair value of financial instruments with and affected by the Series C Preferred (defined below), fair value of Series A Preferred (defined below), fair value of Series A-1 Preferred (defined below), assumptions used in the application of revenue recognition policies, assumptions used in the derivation of the Company’s incremental borrowing rate used in the computation of the Company’s operating lease liabilities and assumptions used in the application of fair value methodologies to calculate the fair value of pension assets and obligations. Actual results could differ from estimates.
Accounts receivable	In the normal course of business, the Company extends credit without collateral requirements to its customers that satisfy pre-defined credit criteria. Accounts receivable are recorded net of an allowance for doubtful accounts. Accounts receivable are considered delinquent when the due date on the invoice has passed. The Company records its allowance for doubtful accounts based upon its assessment of various factors. The Company considers historical experience, the age of the accounts receivable balances, the credit quality of its customers, current economic conditions and other factors that may affect customers’ ability to pay to determine the level of allowance required. Accounts receivable are written off against the allowance for doubtful accounts when all collection efforts by the Company have been unsuccessful.
Inventories	Finished goods inventories are stated at the lower of cost, determined using the average cost method, or net realizable value. See Note 6.
Property, Equipment and Leasehold Improvements	Property and equipment, consisting of furniture and equipment, are stated at cost and are being depreciated on a straight-line basis over the estimated useful lives of the assets, which generally range from three to five years. Maintenance and repairs are charged to expense as incurred. Major renewals or improvements are capitalized. When assets are sold or abandoned, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized. Expenditures for leasehold improvements are capitalized. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements.
Revenue Recognition	In accordance with ASC 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The core principle of the standard is that we should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To achieve that core principle, we apply the following five step model: 1. Identify the contract with the customer; 2. Identify the performance obligation in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; and 5. Recognize revenue when (or as) each performance obligation is satisfied. At contract inception, we assess the goods and services promised in a contract with a customer and identify as a performance obligation each promise to transfer to the customer either: (i) a good or service (or a bundle of goods or services) that is distinct or (ii) a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. We recognize revenue only when we satisfy a performance obligation by transferring a promised good or service to a customer. Determining the timing of the satisfaction of performance obligations as well as the transaction price and the amounts allocated to performance obligations requires judgement. We disclose disaggregation of our customer revenue by classes of similar products and services as follows: ● Software licensing and royalties; ● Computer hardware and identification media; ● Services; and ● Post-contract customer support. Software licensing and royalties Software licenses consist of revenue from the sale of software for identity management applications. Our software licenses are functional intellectual property and typically provide customers with the right to use our software in perpetuity as it exists when made available to the customer. We recognize revenue from software licensing at a point in time upon delivery, provided all other revenue recognition criteria are met. Royalties consist of revenue from usage-based arrangements and guaranteed minimum-based arrangements. We recognize revenue for royalty arrangements at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied. Computer hardware and identification media We generate revenue from the sale of computer hardware and identification media. Revenue for these items is recognized upon delivery of these products to the customer, provided all other revenue recognition criteria are met. Services Services revenue is comprised primarily of software customization services, software integration services, system installation services and customer training. Revenue is generally recognized upon completion of services and customer acceptance provided all other revenue recognition criteria are met. Post-contract customer support (“PCS”) Post contract customer support consists of maintenance on software and hardware for our identity management solutions. Arrangements with multiple performance obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. In addition to selling software licenses, hardware and identification media, services and post-contract customer support on a standalone basis, certain contracts include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on our best estimate of the relative standalone selling price. The standalone selling price for a performance obligation is the price at which we would sell a promised good or service separately to a customer. The primary methods used to estimate standalone selling price are as follows: (i) the expected cost-plus margin approach, under which we forecast our expected costs of satisfying a performance obligation and then add an appropriate margin for that distinct good or service and (ii) the percent discount off of list price approach. Contract costs We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We apply a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period is one year or less. At December 31, 2019, we had recorded approximately $118,000 in contract costs relating to capitalized commissions. During the years ended December 31, 2020 and 2019, we recognized approximately $53,000 and $18,000, respectively, of capitalized contract costs as expense. Such expense is included as a component of operating expense and is included under the caption “Sales and marketing” in our consolidated statement of operations for the years ended December 31, 2020 and 2019. We recorded no additional capitalized contract costs in the year ended December 31, 2020. We recognized approximately $1,594,000 of revenue during the year ended December 31, 2020 that was related to contract costs at the beginning of the period. Other items We do not offer rights of return for our products and services in the normal course of business. Sales tax collected from customers is excluded from revenue. The following table sets forth our disaggregated revenue for the years ended December 31, 2020 and 2019: Year Ended December 31, Net Revenue 2020 2019 (dollars in thousands) Software and royalties $ 872 $ 489 Hardware and consumables 84 96 Services 1,275 338 Maintenance 2,554 2,583 Total net revenue $ 4,785 $ 3,506
Fair Value of Financial Instruments	For certain of the Company’s financial instruments, including accounts receivable, accounts payable, accrued expense, and deferred revenue, the carrying amounts approximate fair value due to their relatively short maturities.
Lease Liabilities and Operating Lease Right-of-Use Assets	The Company is a party to certain contractual arrangements for office space which meet the definition of leases under Accounting Standards Codification (“ ASC ASC 842 A package of practical expedient to not reassess: ● Whether a contract is or contains a lease ● Lease classification ● Initial direct costs
Goodwill	The Company annually, or more frequently if events or circumstances indicate a need, tests the carrying amount of goodwill for impairment. The Company performs its annual simplified impairment test in the fourth quarter of each year. In December 2018, the Company adopted the provisions of ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The provisions of ASU 2017-04 eliminate the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. Entities that have reporting units with zero or negative carrying amounts, will no longer be required to perform a qualitative assessment assuming they pass the simplified impairment test. The Company continues to have only one reporting unit, Identity Management, which at December 31, 2020, had a negative carrying amount of approximately $19,823,000. Based on the results of the Company’s impairment testing, the Company determined that its goodwill was not impaired as of December 31, 2020 and December 31, 2019.
Intangible and Long Lived Assets	Intangible assets are carried at their cost less any accumulated amortization. Any costs incurred to renew or extend the life of an intangible or long-lived asset are reviewed for capitalization. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. As of December 31, 2020, and through the date of this Annual Report, the Company’s management believes there is no impairment of its long-lived assets. There can be no assurance, however, that market conditions will not change or demand for the Company’s products under development will continue. Either of these could result in future impairment of long-lived assets.
Derivative Liabilities	The Company accounts for its derivative instruments under the provisions of ASC 815, “ Derivatives and Hedging The Company determined that the conversion option, redemption option and participating dividend feature contained in the Series C Preferred host instrument required bifurcation. The Company valued the bifurcatable features at fair value. Such liabilities aggregated approximately $833,000 at inception and are classified as current liabilities on the Company’s consolidated balance sheets under the caption “Derivative liabilities”. The Company will revalue these features at each balance sheet date and record any change in fair value in the determination of period net income or loss. Due to the exchange of all outstanding shares of Series C Preferred Stock into shares of Series D Preferred Stock, the fair value of the embedded derivative liabilities contained in the Series C host instrument was $0 at the date of exchange. The change in fair value of such amounts are recorded in the caption “Change in fair value of derivative liabilities” in the Company’s consolidated statements of operations. For the period January 1, 2020 through the November 12, 2020 date of exchange, the Company recorded a decrease to these derivative liabilities using fair value methodologies of approximately $369,000. As a result of this decrease, such liabilities aggregated approximately $0 at their November 12, 2020 date of exchange. During the twelve months ended December 31, 2019, the Company recorded a decrease to these derivative liabilities using fair value methodologies of approximately $696,000. As a result of this decrease, such liabilities aggregated approximately $369,000 at December 31, 2019. The Company determined that the conversion option, redemption option and participating dividend feature contained in the Series D Preferred host instrument required bifurcation. The Company valued the bifurcatable features at fair value. Such liabilities aggregated approximately $26,011,000 at inception and are classified as current liabilities on the Company’s consolidated balance sheets under the caption “Derivative liabilities”. The excess of the derivative fair value over the carrying amount of the Series D Preferred was recorded as a deemed dividend of approximately $4,201,000. The Series D Preferred financing was approved by the Company’s Board of Directors to provide for an immediate need of capital, to allow the Company to continue as a going concern and to execute the Company’s business plan after consultation with several of the Company’s largest shareholders and a review of financing alternatives. The Company will revalue these features at each balance sheet date and record any change in fair value in the determination of period net income or loss. The change in fair value of such amounts are recorded in the caption “Change in fair value of derivative liabilities” in the Company’s consolidated statements of operations. For the year ended December 31, 2020, the Company recorded a decrease to its derivative liabilities using fair value methodologies of approximately $2,252,000 ($369,000 relating to Series C embedded derivatives and $1,883,000 related to Series D embedded derivatives) . As a result of this decrease, such liabilities aggregated approximately $24,128,000 at December 31, 2020.
Modification of Preferred Stock	The following Preferred Stock modifications were consummated in connection with the Series D Financing: ● Series C Preferred Stock Exchange into Series D Preferred Stock ● Series A Preferred Stock Modification ● Series A-1 Preferred Stock Modification The Company is required to analyze preferred stock modifications to determine the proper method of accounting to apply to properly record and reflect the transactions. While guidance exists in ASC 470-50 to address the accounting for debt modifications, including preferred stock that is accounted for as a liability, there is no comparable guidance to address the accounting for modifications to preferred stock instruments that are accounted for as equity or temporary equity, which necessitates the subjective determination of whether a modification or exchange represents an extinguishment. Current accounting guidance permits the analysis of preferred stock modifications by using either the qualitative approach, the fair value approach or the cash flow approach. Due to the nature of the preferred stock modifications that the Company consummated in 2020, the Company determined that the fair value approach was the most appropriate methodology.
Concentration of Credit Risk	Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. The Company places its cash with high quality financial institutions and at times during the years ended December 31, 2020 and 2019, exceeded the FDIC insurance limits of $250,000. Sales are typically made on credit and the Company generally does not require collateral. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains an allowance for doubtful accounts. The Company considers historical experience, the age of the accounts receivable balances, the credit quality of its customers, current economic conditions and other factors that may affect customers’ ability to pay to determine the level of allowance required. Accounts receivable are presented net of an allowance for doubtful accounts of approximately $5,000 and $7,000 at December 31, 2020 and 2019, respectively. For the year ended December 31, 2020, two customers accounted for approximately 61% or $2,921,000 of total revenue and had trade receivables of approximately $250,000 as of the end of the year. For the year ended December 31, 2019, two customers accounted for approximately 37% or $1,301,000 of total revenue and had trade receivables of approximately $161,000 as of the end of the year.
Stock-Based Compensation	At December 31, 2020, the Company had one stock-based compensation plan for employees and nonemployee directors, which authorizes the granting of various equity-based incentives including stock options and restricted stock. The Company estimates the fair value of its stock options using a Black-Scholes option-pricing model, consistent with the provisions of ASC 718, “ Compensation – Stock Compensation ASC 718 requires the use of a valuation model to calculate the fair value of stock-based awards. The Company has elected to use the Black-Scholes option-pricing model, which incorporates various assumptions including volatility, expected life, and interest rates. The Company is required to make various assumptions in the application of the Black-Scholes option-pricing model. The Company has determined that the best measure of expected volatility is based on the historical weekly volatility of the Company’s Common Stock. Historical volatility factors utilized in the Company’s Black-Scholes computations for options granted during the years ended December 31, 2020 and 2019 ranged from 57% to 83%. The Company has elected to estimate the expected life of an award based upon the SEC approved “simplified method” noted under the provisions of Staff Accounting Bulletin Topic 14. The expected term used by the Company during the years ended December 31, 2020 and 2019 was 5.17 years. The difference between the actual historical expected life and the simplified method was immaterial. The interest rate used is the risk-free interest rate and is based upon U.S. Treasury rates appropriate for the expected term. Interest rates used in the Company’s Black-Scholes calculations for the years ended December 31, 2020 and 2019 averaged 2.58%. Dividend yield is zero as the Company does not expect to declare any dividends on the Company’s common shares in the foreseeable future. In addition to the key assumptions used in the Black-Scholes model, the estimated forfeiture rate at the time of valuation is a critical assumption. The Company has adopted the provisions of ASU 2016-09 and will continue to use an estimated annualized forfeiture rate of approximately 5.0% for corporate officers, 4.1% for members of the Board of Directors and 15.0% for all other employees. The Company reviews the expected forfeiture rate annually to determine if that percent is still reasonable based on historical experience. Restricted stock units are recorded at the grant date fair value with corresponding compensation expense recorded ratably over the requisite service period. Stock-based compensation expense related to equity options was approximately $862,000 and $643,000 for the years ended December 31, 2020 and 2019, respectively.
Income Taxes	The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, (ASC 740) ASC 740 requires a company to first determine whether it is more-likely-than-not (defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more-likely-than-not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority. The amount accrued for uncertain tax positions was $0 at December 31, 2020 and 2019. The Company’s uncertain tax position relative to unrecognized tax benefits and any potential increase in these liabilities relates primarily to the allocations of revenue and costs among the Company’s global operations and the impact of tax rulings made during the period affecting its tax positions. The Company’s existing tax positions could result in liabilities for unrecognized tax benefits. The Company recognizes interest and/or penalties related to uncertain tax positions in income tax expense. The amount of interest and penalties accrued as of December 31, 2020 and 2019 was $0. Significant judgment is required in evaluating the Company’s uncertain tax positions and determining the Company’s provision for income taxes. No assurance can be given that the final tax outcome of these matters will not be different from that which is reflected in the Company’s historical income tax provisions and accruals. The Company adjusts these items in light of changing facts and circumstances. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made.
Foreign Currency Translation	The financial position and results of operations of the Company’s foreign subsidiaries are measured using the foreign subsidiary’s local currency as the functional currency. Revenue and expense of such subsidiaries have been translated into U.S. dollars at weighted-average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded directly as a separate component of shareholders’ equity, unless there is a sale or complete liquidation of the underlying foreign investments. The Company translates foreign currencies of its German, Canadian and Mexican subsidiaries. The cumulative translation adjustment, which is recorded in accumulated other comprehensive loss, decreased approximately $151,000 and $1,000 for the years ended December 31, 2020 and 2019, respectively.
Comprehensive Loss	Comprehensive loss consists of net gains and losses affecting shareholders’ deficit that, under generally accepted accounting principles, are excluded from net loss. For the Company, the only items are the cumulative translation adjustment and the additional minimum liability related to the Company’s defined benefit pension plan, recognized pursuant to ASC 715-30, “ Compensation - Retirement Benefits - Defined Benefit Plans – Pension
Advertising Costs	The Company expenses advertising costs as incurred. The Company incurred approximately $5,000 in advertising expense during the years ended December 31, 2020 and December 31, 2019.
Loss Per Share	Basic loss per common share is calculated by dividing net loss available to common shareholders for the period by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is calculated by dividing net loss available to common shareholders for the period by the weighted-average number of common shares outstanding during the period, adjusted to include, if dilutive, potential dilutive shares consisting of convertible preferred stock, convertible lines of credit, stock options and warrants, calculated using the treasury stock and if-converted methods. For diluted loss per share calculation purposes, the net loss available to common shareholders is adjusted to add back any preferred stock dividends in the consolidated statements of operations for the respective periods. (Amounts in thousands, except share and per share amounts) Year Ended December 31, Numerator for basic and diluted loss per share: 2020 2019 Net loss $ (7,253 ) $ (11,581 ) Preferred dividends, deemed dividends and accretion (3,695 ) (5,670 ) Net loss available to common shareholders $ (10,948 ) $ (17,251 ) Denominator for basic and diluted loss per share — weighted-average shares outstanding 133,346,309 104,372,048 Basic and diluted loss per share: Net loss available to common shareholders $ (0.08 ) $ (0.17 ) The following potential dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding as their effect would have been antidilutive: Potential Dilutive Securities: Common Share Equivalents at December 31, 2020 Common Share Equivalents at December 31, 2019 Convertible redeemable preferred stock – Series A 74,555,000 32,580,000 Convertible redeemable preferred stock – Series A-1 73,910,000 — Convertible redeemable preferred stock – Series B 46,029 46,029 Convertible redeemable preferred stock – Series C — 10,000,000 Convertible redeemable preferred stock – Series D 392,166,023 — Stock options 2,585,500 7,204,672 Restricted stock units (RSUs) 845,106 — Warrants 753,775 1,733,856 Total Potential Dilutive Securities 544,861,433 51,564,557
Recently Issued Accounting Standards	From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies, which are adopted by us as of the specified effective date. Unless otherwise discussed, the Company’s management believes the impact of recently issued standards not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. FASB ASU No. 2019-12 Income Taxes (Topic 740) FASB ASU No. 2020-01 Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815”, FASB ASU No. 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Disaggregation of revenue	Year Ended December 31, Net Revenue 2020 2019 (dollars in thousands) Software and royalties $ 872 $ 489 Hardware and consumables 84 96 Services 1,275 338 Maintenance 2,554 2,583 Total net revenue $ 4,785 $ 3,506
Computation of basic and diluted loss per share	(Amounts in thousands, except share and per share amounts) Year Ended December 31, Numerator for basic and diluted loss per share: 2020 2019 Net loss $ (7,253 ) $ (11,581 ) Preferred dividends, deemed dividends and accretion (3,695 ) (5,670 ) Net loss available to common shareholders $ (10,948 ) $ (17,251 ) Denominator for basic and diluted loss per share — weighted-average shares outstanding 133,346,309 104,372,048 Basic and diluted loss per share: Net loss available to common shareholders $ (0.08 ) $ (0.17 )
Potential dilutive securities	Potential Dilutive Securities: Common Share Equivalents at December 31, 2020 Common Share Equivalents at December 31, 2019 Convertible redeemable preferred stock – Series A 74,555,000 32,580,000 Convertible redeemable preferred stock – Series A-1 73,910,000 — Convertible redeemable preferred stock – Series B 46,029 46,029 Convertible redeemable preferred stock – Series C — 10,000,000 Convertible redeemable preferred stock – Series D 392,166,023 — Stock options 2,585,500 7,204,672 Restricted stock units (RSUs) 845,106 — Warrants 753,775 1,733,856 Total Potential Dilutive Securities 544,861,433 51,564,557

FAIR VALUE ACCOUNTING (Tables)

FAIR VALUE ACCOUNTING (Tables)	12 Months Ended
	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Fair value measurement of assets and liabilities	Fair Value at December 31, 2020 ($ in thousands) Total Level 1 Level 2 Level 3 Assets: Pension assets $ 1,881 $ — $ — $ 1,881— Totals $ 1,881 $ — $ — $ 1,881— Liabilities: Derivative liabilities $ $ — $ — $ — Totals $ $ — $ — $ — Fair Value at December 31, 2019 ($ in thousands) Total Level 1 Level 2 Level 3 Assets: Pension assets $ 1,713 $ — $ — $ 1,713 Totals $ 1,713 $ — $ — $ 1,713 Liabilities: Derivative liabilities $ 369 $ — $ — $ 369 Totals $ 369 $ — $ — $ 369
Schedule of insurance contracts	($ in thousands) December 31, 2020 December 31, 2019 Pension assets: Fair value at beginning of year $ 1,713 $ 1,734 Return on plan assets 92 80 Company contributions and benefits paid, net (82 ) (68 ) Effect of rate changes 158 (33 ) Fair value at end of year $ 1,881 $ 1,713
Schedule of derivative liabilities	($ in thousands) December 31, 2020 December 31, 2019 Derivative liabilities Fair value at beginning of year $ 369 $ 1,065 Issuances from Preferred Stock Financing 26,011 - Change in fair value included in earnings (2,252 ) (696 ) Fair value at end of year $ 24,128 $ 369

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL (Tables)	12 Months Ended
	Dec. 31, 2020
Intangible Assets, Net (Including Goodwill) [Abstract]
Intangible amortization expense	Fiscal Year Ended December 31, Estimated Amortization Expense ($ in thousands) 2021 $ 12 2022 12 2023 12 2024 12 2025 10 Thereafter - Totals $ 58

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Property and equipment	($ in thousands) December 31, 2020 December 31, 2019 Equipment $ 996 $ 996 Leasehold improvements 77 77 Furniture 257 257 1,330 1,330 Less accumulated depreciation (1,175 ) (1,114 ) $ 155 $ 216

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	12 Months Ended
	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued expenses	($ in thousands) December 31, 2020 December 31, 2019 Compensated absences $ 182 $ 385 Wages, payroll taxes and sales commissions 13 6 Customer deposits 131 18 Interest 10 — Royalties 72 72 Pension and employee benefit plans — 58 Accrued financing fees 500 500 Professional services — 121 Income and sales taxes 95 50 Dividends 49 40 Other 78 62 $ 1,130 $ 1,312

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income tax provision	($ in thousands) Year Ended December 31, Current 2020 2019 Federal $ — $— State — — Foreign 7 10 Deferred Federal — — State — — Foreign — — $7 $10
Deferred tax assets and liabilities	($ in thousands) 2020 2019 Deferred tax assets: Net operating loss carryforwards $23,327 $21,981 Stock based compensation 1,626 1,678 Reserves, loans and accrued expense 421 118 Gross deferred tax assets 25,374 23,777 Valuation allowance (25,193) (23,643) Gross deferred tax assets after valuation allowance 181 134 Deferred tax liability - Intangible and fixed assets (181) (134) Net deferred tax liabilities $— $—
Reconciliation income tax rate	2020 2019 Amounts computed at statutory rates $(1,415) $(2,432) State income tax, net of federal benefit (551) (579) Expiration of net operating loss carryforwards 620 879 Equity compensation 170 617 Non-deductible interest (581) (146) Foreign tax rate differential 215 184 Other (1) 3 Net change in valuation allowance on deferred tax assets 1,550 1,484 $7 $10

LEASES (Tables)

LEASES (Tables)	12 Months Ended
	Dec. 31, 2020
Leases [Abstract]
Future minimum undiscounted lease payments	($ in thousands) 2021 664 2022 653 2023 424 2024 387 2025 129 Thereafter — Total 2,257 Short-term leases not included in lease liability (22 ) Present Value effect on future minimum undiscounted lease payments at December 31, 2020 (517 ) Lease liability at December 31, 2020 $ 1,718 Less current portion (421 ) Non-current lease liability at December 31, 2020 $ 1,297

MEZZANINE EQUITY (Tables)

MEZZANINE EQUITY (Tables)	12 Months Ended
	Dec. 31, 2020
Plan Assets Pension plan assets were comprised of the following asset categories at December 31,
Mezzanine equity

EQUITY (Tables)

EQUITY (Tables)	12 Months Ended
	Dec. 31, 2020
Equity [Abstract]
Summary of common stock activity	Common Stock Shares outstanding at December 31, 2018 98,223,632 Shares issued pursuant to payment of stock dividend on Series A Preferred 6,959,523 Shares issued as payment of stock dividend on Series C Preferred 1,857,438 Shares issued for cash 5,954,545 Shares issued pursuant to option exercises 351,334 Shares outstanding at December 31, 2019 113,346,472 Shares issued pursuant to payment of stock dividend on Series A Preferred 1,388,876 Shares issued pursuant to payment of stock dividend on Series A-1 Preferred 1,159,416 Shares issued as payment of stock dividend on Series C Preferred 6,455,149 Shares issued pursuant to Series A conversion to Common Stock 18,640,000 Shares issued pursuant to Series A-1 conversion to Common Stock 19,016,452 Shares issued to secure financing facility 2,500,000 Shares issued for cash 15,700,000 Shares issued pursuant to option exchange and RSU vesting 1,888,248 Shares outstanding at December 31, 2020 180,089,613
Summary of warrant activity	Warrants Weighted-Average Exercise Price Balance at December 31, 2018 1,813,856 $ 0.19 Granted — Expired / Canceled (80,000 ) $ 1.13 Exercised — Balance at December 31, 2019 1,733,856 $ 0.14 Granted — Expired / Canceled (980,081 ) $ 0.15 Exercised — Balance at December 31, 2020 753,775 $ 0.17

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	12 Months Ended
	Dec. 31, 2020
Compensation Related Costs [Abstract]
Stock option plan activity	Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Balance at December 31, 2018 7,227,248 $ 1.4 5.8 Granted 750,000 $ 0.89 — Expired/Cancelled (421,242 ) $ 1.52 — Exercised (351,334 ) $ 0.47 — Balance at December 31, 2019 7,204,672 $ 1.32 5.3 Granted 2,450,000 $ 0.14 — Expired/Cancelled (7,069,172 ) $ 1.33 — Exercised — $ — — Balance at December 31, 2020 2,585,500 $ 0.19 9.2
RSUs activity	RSU’s Weighted-Average Issuance Price Balance at December 31, 2019 — $ — Granted 3,857,416 $ 0.15 Expired/Cancelled (847,959 ) $ 0.17 Vested (2,164,341 ) $ 0.14 Balance at December 31, 2020 845,106 $ 0.14
Stock-based compensation related to equity options	Year Ended December 31, 2020 2019 Cost of revenue $ 15 $ 13 General and administrative 550 347 Sales and marketing 163 148 Research and development 134 135 Total $ 862 $ 643
Common stock reserved for future issuance	Common Stock Convertible preferred stock – Series A, Series A-1, Series B and Series D 540,677,052 Stock options outstanding 2,585,500 Restricted Stock Units 845,106 Warrants outstanding 753,775 Authorized for future grant under stock option plans 26,382,377

PENSION PLAN (Tables)

PENSION PLAN (Tables)	12 Months Ended
	Dec. 31, 2020
Employee Benefit and Share-based Payment Arrangement, Noncash Expense [Abstract]
Actuarial present value of the benefit obligations	($ in thousands) 2020 2019 Change in benefit obligation: Benefit obligation at beginning of year $ 3,969 $ 3,610 Service cost — — Interest cost 52 70 Actuarial (gain) loss 113 436 Effect of exchange rate changes 370 (67 ) Effect of curtailment — — Benefits paid (92 ) (80 ) Benefit obligation at end of year $ 4,412 $ 3,969 Change in plan assets: Fair value of plan assets at beginning of year $ 1,713 $ 1,734 Actual return of plan assets 92 80 Company contributions 10 12 Benefits paid (92 ) (80 ) Effect of exchange rate changes 158 (33 ) Fair value of plan assets at end of year $ 1,881 $ 1,713 Funded status $ (2,531 ) $ (2,256 ) Unrecognized actuarial loss (gain) 1,702 1,778 Unrecognized prior service (benefit) cost — — Additional minimum liability (1,702 ) (1,778 ) Unrecognized transition (asset) liability — — Net amount recognized $ (2,531 ) $ (2,256 ) Components of net periodic benefit cost are as follows: Service cost $ — $ — Interest cost on projected benefit obligations 52 70 Expected return on plan assets (55 ) (53 ) Amortization of prior service costs — — Amortization of actuarial loss 117 92 Net periodic benefit costs $ 114 $ 109 The weighted average assumptions used to determine net periodic benefit cost for the years ended December 31, were Discount rate 1.0 % 1.3 % Expected return on plan assets 3.2 % 3.2 % Rate of pension increases 2.0 % 2.0 % Rate of compensation increase N/A N/A The following discloses information about the Company’s defined benefit pension plan that had an accumulated benefit obligation in excess of plan assets as of December 31, Projected benefit obligation $ 4,412 $ 3,969 Accumulated benefit obligation $ 4,412 $ 3,969 Fair value of plan assets $ 1,881 $ 1,713
Benefit payments	2021 $ 100 2022 $ 101 2023 $ 108 2024 $ 129 2025 $ 138 2026 — 2030 $ 750

ACCUMULATED OTHER COMPREHENSI_2

ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)	12 Months Ended
	Dec. 31, 2020
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Components of accumulated other comprehensive loss	($ in thousands) 2020 2019 Additional minimum pension liability $ (1,553 ) $ (1,456 ) Foreign currency translation adjustment (436 ) (285 ) Ending balance $ (1,989 ) $ (1,741 )

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Revenue	$ 4,785	$ 3,506
Software and Royalties
Revenue	872	489
Hardware and Consumables
Revenue	84	96
Services
Revenue	1,275	338
Maintenance
Revenue	$ 2,554	$ 2,583

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Numerator for basic and diluted loss per share:
Net loss	$ (7,253)	$ (11,581)
Preferred dividends, deemed dividends and accretion	(3,695)	(5,671)
Net loss available to common shareholders	$ (10,948)	$ (17,251)
Denominator for basic and diluted loss per share weighted-average shares outstanding	133,346,309	104,372,048
Basic and diluted loss per share:
Net loss available to common shareholders	$ (.08)	$ (0.17)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Total potential dilutive securities	544,861,433	51,564,557
Series A Preferred Stock
Total potential dilutive securities	74,555,000	32,580,000
Series A-1 Preferred Stock
Total potential dilutive securities	73,910,000	0
Series B Preferred Stock
Total potential dilutive securities	46,029	46,029
Series C Preferred Stock
Total potential dilutive securities	0	10,000,000
Series D Preferred Stock
Total potential dilutive securities	392,166,023	0
Stock Options
Total potential dilutive securities	2,585,500	7,204,672
Restricted stock units (RSUs)
Total potential dilutive securities	845,106	0
Warrants
Total potential dilutive securities	753,775	1,733,856

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Capitalized contract costs	$ 53	$ 18
Contract costs revenue	1,594
Decrease in derivative liabilities	2,252	696
Accounts receivable	$ 5	$ 7
Customer risk revenue percentage	61.00%	37.00%
Trade receivables	$ 250	$ 161
Stock based compensation expense	862	643
Foreign currency translation adjustment	151	1
Advertising expense	$ 5	$ 5

FAIR VALUE ACCOUNTING (Details)

FAIR VALUE ACCOUNTING (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Assets:
Pension assets	$ 1,881	$ 1,713
Totals	1,881	1,713
Liabilities:
Derivative liabilities	24,128	24,128
Totals	24,128	24,128
Level 1
Assets:
Pension assets	0	0
Totals	0	0
Liabilities:
Derivative liabilities	0	0
Totals	0	0
Level 2
Assets:
Pension assets	0	0
Totals	0	0
Liabilities:
Derivative liabilities	0	0
Totals	0	0
Level 3
Assets:
Pension assets	1,881	1,713
Totals	1,881	1,713
Liabilities:
Derivative liabilities	0	369
Totals	$ 0	$ 369

FAIR VALUE ACCOUNTING (Details

FAIR VALUE ACCOUNTING (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Fair Value Disclosures [Abstract]
Fair value of plan assets at beginning of year	$ 1,713	$ 1,734
Return on plan assets	92	80
Company contributions and benefits paid, net	(82)	(68)
Effect of rate changes	158	(33)
Fair value of plan assets at end of year	$ 1,881	$ 1,713

FAIR VALUE ACCOUNTING (Detail_2

FAIR VALUE ACCOUNTING (Details 2) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Derivative liabilities, beginning	$ 396	$ 1,065
Issuances from Preferred Stock Financing	26,011	0
Change in fair value included in earnings	(2,252)	(696)
Derivative liabilities, ending	$ 24,128	$ 396

INTANGIBLE ASSETS AND GOODWIL_2

INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Intangible Assets, Net (Including Goodwill) [Abstract]
2021	$ 12
2022	12
2023	12
2024	12
2025	10
Thereafter	0
Totals	$ 58	$ 70

INTANGIBLE ASSETS AND GOODWIL_3

INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - Patents - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Patents	$ 58	$ 70
Accumulated amortization	601	589
Amortization expense	$ 12	$ 12
Weighted-average remaining life of acquired patents	5 years 6 months

RELATED PARTIES (Details Narrat

RELATED PARTIES (Details Narrative) $ in Thousands	12 Months Ended
	Dec. 31, 2020USD ($)
Board Lender
Related party advances	$ 450
Second Board Lender
Related party advances	100
Factoring Agreement
Interest expense	$ 45

INVENTORY (Details Narrative)

INVENTORY (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Inventory	$ 40	$ 615
Work in process	26	608
Direct labor cost, in-process projects	14	7
Reserves for obsolete and slow-moving items	$ 3	$ 3

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Equipment	$ 996	$ 996
Leasehold improvements	77	77
Furniture	257	257
Property and equipment total	1,330	1,330
Less accumulated depreciation	(1,175)	(1,114)
Property and equipment net	$ 155	$ 216

PROPERTY AND EQUIPMENT (Detai_2

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 60	$ 59

ACCRUED EXPENSES (Details)

ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Compensated absences	$ 182	$ 385
Wages, payroll taxes and sales commissions	13	6
Customer deposits	131	18
Interest	10	0
Royalties	72	72
Pension and employee benefit plans	0	58
Accrued financing	500	500
Professional services	0	121
Income and sales taxes	95	50
Dividends	49	40
Other	78	62
Accrued liabilities	$ 1,130	$ 1,312

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Current
Federal	$ 0	$ 0
State	0	0
Foreign	7	10
Deferred
Federal	0	0
State	0	0
Foreign	0	0
Total	$ 7	$ 10

INCOME TAXES (Details 1)

INCOME TAXES (Details 1) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets
Net operating loss carryforwards	$ 23,327	$ 21,981
Stock based compensation	1,626	1,678
Reserves, loans and accrued expense	421	118
Gross deferred tax assets	25,374	23,777
Valuation allowance	25,193	23,643
Gross deferred tax assets after valuation allowance	181	134
Deferred tax liability - Intangible and fixed assets	(181)	(134)
Net deferred tax liabilities	$ 0	$ 0

INCOME TAXES (Details 2)

INCOME TAXES (Details 2) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Amounts computed at statutory rates	$ (1,415)	$ (2,432)
State income tax, net of federal benefit	(551)	(579)
Expiration of net operating loss carryforwards	620	879
Equity compensation	170	617
Non-deductible interest	(581)	(146)
Foreign tax rate differential	215	184
Other	(1)	3
Net change in valuation allowance on deferred tax assets	1,550	1,484
Reconciliation of the provision-benefit) for income taxes	$ 7	$ 10

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) $ in Thousands	Dec. 31, 2020USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 60,035

LEASES (Details)

LEASES (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
2021	$ 664
2022	653
2023	424
2024	387
2025	129
Thereafter	0
Total	2,257
Short-term leases not included in lease liability	(22)
Present value effect on future minimum undiscounted lease payments	(517)
Lease liability	1,718
Less current portion	(421)	$ (373)
Non-current lease liability at September 30, 2020	$ 1,297	$ 1,716

LEASES (Details Narratives)

LEASES (Details Narratives) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Lease expense	$ 657	$ 673
Payment for lease expense	$ 669

MEZZANINE EQUITY (Details)

MEZZANINE EQUITY (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Net Proceeds, amount	$ 9,147	$ 0
Series C Preferred Stock
Issuance of Series C Preferred Stock, shares	1,000	1,000
Accretion of discount to date of conversion of Series C into Series D Preferred Stock, shares	0	0
Deemed dividend of unamortized discount at date of conversion of Series C Preferred Stock into Series D Preferred Stock, shares	0	0
Issuance of Series D preferred Stock, shares	0	0
Exchange of Series D Preferred Stock, shares	(1,000)	0
Discount - transaction costs, shares	0	0
Issuance of Series D Preferred as payment of liabilities, shares	0	0
Issuance of Series D Preferred as payment of dividends due, shares	0	0
Discount - bifurcated derivative, shares	0	0
Accretion of discount - deemed dividend, shares	0	0
Total Series C Preferred Stock, shares	0	1,000
Issuance of Series C Preferred Stock, amount	$ 8,884	$ 8,156
Accretion of discount to date of conversion of Series C into Series D Preferred Stock	573	0
Deemed dividend of unamortized discount at date of conversion of Series C Preferred Stock into Series D Preferred Stock, amount	543	0
Issuance of Series D Preferred Stock, amount	0	0
Exchange of Series D Preferred Stock, amount	(10,000)	0
Discount - transaction costs, amount	0	0
Net Proceeds, amount		0
Issuance of Series D Preferred as payment of liabilities, amount	0	0
Issuance of Series D Preferred as payment of dividends due, amount	0	0
Discount - bifurcated derivative, amount	0	0
Accretion of discount - deemed dividend, amount	0	728
Total Series C Preferred Stock, amount	$ 0	$ 8,884
Series D Preferred Stock
Accretion of discount to date of conversion of Series C into Series D Preferred Stock, shares	0	0
Deemed dividend of unamortized discount at date of conversion of Series C Preferred Stock into Series D Preferred Stock, shares	0	0
Issuance of Series D preferred Stock, shares	12,060	0
Exchange of Series D Preferred Stock, shares	10,000	0
Discount - transaction costs, shares	0	0
Issuance of Series D Preferred as payment of liabilities, shares	661	0
Issuance of Series D Preferred as payment of dividends due, shares	142	0
Discount - bifurcated derivative, shares	0	0
Accretion of discount - deemed dividend, shares	0	0
Total Series C Preferred Stock, shares	22,863	0
Issuance of Series C Preferred Stock, amount	$ 0	$ 0
Accretion of discount to date of conversion of Series C into Series D Preferred Stock	0	0
Deemed dividend of unamortized discount at date of conversion of Series C Preferred Stock into Series D Preferred Stock, amount	0	0
Issuance of Series D Preferred Stock, amount	12,060	0
Exchange of Series D Preferred Stock, amount	10,000	0
Discount - transaction costs, amount	(1,053)	0
Net Proceeds, amount		0
Issuance of Series D Preferred as payment of liabilities, amount	661	0
Issuance of Series D Preferred as payment of dividends due, amount	142	0
Discount - bifurcated derivative, amount	(21,810)	0
Accretion of discount - deemed dividend, amount	1,572	0
Total Series C Preferred Stock, amount	$ 1,572	$ 0

EQUITY (Details)

EQUITY (Details) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Equity [Abstract]
At beginning of period	113,346,472	98,223,632
Shares issued pursuant to payment of stock dividend on Series A Preferred	1,388,876	6,959,523
Shares issued pursuant to payment of stock dividend on Series A-1 Preferred	1,159,416	0
Shares issued as payment of stock dividend on Series C Preferred	6,455,149	1,857,438
Shares issued pursuant to Series A conversion to Common Stock	18,640,000	0
Shares issued pursuant to Series A-1 conversion to common stock	19,016,452	0
Shares issued to secure financing facility	2,500,000	0
Shares issued for cash	15,700,000	5,954,545
Shares issued pursuant to option exchange and RSU vesting	1,883,248	351,334
At end of period	180,089,613	113,346,472

EQUITY (Details 1)

EQUITY (Details 1) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Equity [Abstract]
Begining Balance	1,733,856	1,813,856
Granted	0	0
Expired/Cancelled	(980,081)	(80,000)
Exercised	0	0
Ending Balance	753,775	1,733,856
Begining Balance, Weighted-Average Exercise Price	$ 0.14	$ 0.19
Granted, Weighted-Average Exercise Price	0	0
Expired/Cancelled, Weighted-Average Exercise Price	.15	1.13
Exercised, Weighted-Average Exercise Price	0	0
Ending Balance, Weighted-Average Exercise Price	$ .17	$ 0.14

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Common stock, shares issued	180,096,317	113,353,176
Common stock, shares outstanding	180,089,613	113,346,472	98,223,632
Warrants to purchase common stock outstanding	753,775	1,733,856
Shares issued pursuant to options exercised	1,883,248	351,334
Cash proceeds from option exercises	$ 0	$ 166
Compensation expense	$ 862	$ 643
Series A Preferred Stock
Preferred stock outstanding	37,467	14,911
Preferred par value	$ 0.01	$ 0.01
Cumulative dividends	$ 0	$ 0
Series A-1 Preferred Stock
Preferred stock outstanding	14,782
Preferred par value	$ .01
Cumulative dividends	$ 0	$ 0
Series B Preferred Stock
Preferred stock outstanding	239,400	239,400
Preferred par value	$ 0.01	$ 0.01
Cumulative dividends	$ 51	$ 8
Series D Preferred Stock
Preferred stock outstanding	22,863	0
Preferred par value	$ 0.01	$ 0.01

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Compensation Related Costs [Abstract]
Begining Balance	7,204,672	7,227,248
Granted, Options	2,450,000	750,000
Expired/Cancelled	(7,069,172)	(421,242)
Exercised, Options	0	351,334
Ending Balance	2,585,500	7,204,672
Begining Balance, Weighted-Average Exercise Price	$ 1.32	$ 1.40
Granted, Weighted-Average Exercise Price	.14	0.89
Expired/Cancelled, Weighted-Average Exercise Price	1.33	1.52
Exercised, Weighted-Average Exercise Price	1	0.47
Ending Balance, Weighted-Average Exercise Price	$ .19	$ 1.32
Begining Balance,Weighted-Average Remaining Contractual Term	5 years 3 months 18 days	5 years 9 months 18 days
Ending Balance,Weighted-Average Remaining Contractual Term	9 years 6 months	5 years 3 months 18 days

STOCK-BASED COMPENSATION (Det_2

STOCK-BASED COMPENSATION (Details 1)	12 Months Ended
	Dec. 31, 2020$ / sharesshares
Compensation Related Costs [Abstract]
Number of restricted stock units outstanding, beginning | shares	0
Number of restricted stock units granted | shares	3,857,416
Number of restricted stock units expired/cancelled | shares	(847,959)
Number of restricted stock units vested | shares	(2,164,351)
Number of restricted stock units outstanding, ending | shares	845,106
Weighted average exercise price outstanding, beginning | $ / shares	$ .00
Weighted average exercise price granted | $ / shares	.15
Weighted average exercise price expired/cancelled | $ / shares	.17
Weighted average exercise price vested | $ / shares	.14
Weighted average exercise price outstanding, ending | $ / shares	$ .14

STOCK-BASED COMPENSATION (Det_3

STOCK-BASED COMPENSATION (Details 2) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Stock-based compensation	$ 862	$ 643
Cost of Revenues
Stock-based compensation	15	13
General and Administrative Expense
Stock-based compensation	550	347
Selling And Marketing Expense
Stock-based compensation	163	148
Research and Development Expense
Stock-based compensation	$ 134	$ 135

STOCK-BASED COMPENSATION (Det_4

STOCK-BASED COMPENSATION (Details 3)	Dec. 31, 2020shares
Authorized Future Grant Under Stock Option Plans
Common stock reserved for future issuance	26,382,377
Convertible Preferred Stock
Common stock reserved for future issuance	540,677,052
Stock Options Outstanding
Common stock reserved for future issuance	2,585,500
Restricted stock units (RSUs)
Common stock reserved for future issuance	845,106
Warrants Outstanding
Common stock reserved for future issuance	753,775

STOCK-BASED COMPENSATION (Det_5

STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Stock-based compensation expense	$ 862	$ 643
Options outstanding	2,585,500	7,204,672	7,227,248
Weighted average exercise price	$ 1.12	$ 0.47
Unrecognized compensation cost related to unvested stock options	$ 278
Options exercised	0	351,334
Intrinsic value of options exercised	$ 0	$ 222
Intrinsic value of options exercisable	0	0
Intrinsic value of options vested	0	0
Intrinsic value for options outstanding	1	1
1999 Plan
Stock-based compensation expense	$ 263	$ 643

PENSION PLAN (Details)

PENSION PLAN (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Change in benefit obligation:
Benefit obligation at beginning of year	$ 3,969	$ 3,610
Service cost	0	0
Interest cost	52	70
Actuarial (gain) loss	113	436
Effect of exchange rate changes	370	(67)
Effect of curtailment	0	0
Benefits paid	(92)	(80)
Benefit obligation at end of year	4,412	3,969
Change in plan assets:
Fair value of plan assets at beginning of year	1,713	1,734
Actual return of plan assets	92	80
Company contributions	10	12
Benefits paid	(92)	(80)
Effect of exchange rate changes	158	(33)
Fair value of plan assets at end of year	1,881	1,713
Funded status	(2,531)	(2,256)
Unrecognized actuarial loss (gain)	1,702	1,778
Unrecognized prior service (benefit) cost	0	0
Additional minimum liability	(1,702)	(1,778)
Unrecognized transition (asset) liability	0	0
Net amount recognized	(2,531)	(2,256)
Components of net periodic benefit cost are as follows:
Service cost	0	0
Interest cost on projected benefit obligations	52	70
Expected return on plan assets	(55)	(53)
Amortization of prior service costs	0	0
Amortization of actuarial loss	117	92
Net periodic benefit costs	$ 114	$ 109
The weighted average assumptions used to determine net periodic benefit cost for the years ended December 31, were
Discount rate	1.00%	1.30%
Expected return on plan assets	3.20%	3.20%
Rate of pensionincrease	2.00%	2.00%
Rate of compensation increase	.000	.000
The following discloses information about the Companys defined benefit pension plan that had an accumulated benefit obligation in excess of plan assets as of December 31,
Projected benefit obligation	$ 4,412	$ 3,969
Accumulated benefit obligation	4,412	3,969
Fair value of plan assets	$ 1,881	$ 1,713

PENSION PLAN (Details 1)

PENSION PLAN (Details 1) $ in Thousands	Dec. 31, 2020USD ($)
Employee Benefit and Share-based Payment Arrangement, Noncash Expense [Abstract]
2021	$ 100
2022	101
2023	108
2024	129
2025	138
2026-2030	$ 750

PENSION PLAN (Details Narrative

PENSION PLAN (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Employee Benefit and Share-based Payment Arrangement, Noncash Expense [Abstract]
Contributions to the plan	$ 10	$ 12

ACCUMULATED OTHER COMPREHENSI_3

ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Additional minimum pension liability	$ (1,553)	$ (1,456)
Foreign currency translation adjustment	(436)	(285)
Ending Balance	$ (1,989)	$ (1,741)