Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2019 | |
Document And Entity Information | |
Entity Registrant Name | MGT CAPITAL INVESTMENTS, INC. |
Entity Central Index Key | 0001001601 |
Document Type | S-1/A |
Document Period End Date | Mar. 31, 2019 |
Amendment Flag | true |
Amendment description | Amendment No. 1 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business Flag | true |
Entity Emerging Growth Company | false |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | |||
Cash and cash equivalents | $ 362 | $ 96 | $ 9,519 |
Prepaid expenses and other current assets | 141 | 193 | 894 |
Intangible digital assets | 30 | 48 | |
Total current assets | 503 | 319 | 10,461 |
Non-current assets | |||
Right of use asset, operating lease, net of accumulated amortization | 69 | ||
Property and equipment, net | 3,116 | ||
Other assets | 204 | 204 | |
Total assets | 776 | 523 | 13,577 |
Current liabilities | |||
Accounts payable | 281 | 537 | 287 |
Accrued expenses | 7 | 707 | |
Accrued expenses and other payables | 14 | 10 | |
Notes payable, net of discount | 668 | 1,285 | |
Other payables | 3 | 710 | |
Operating lease liability | 66 | ||
Total current liabilities | 1,029 | 1,832 | 1,704 |
Total liabilities | 1,029 | 1,832 | |
Commitments and Contingencies | |||
Stockholders' Deficit | |||
Undesignated preferred stock, $0.001 par value, 8,500,000 shares authorized at March 31, 2019, December 31, 2018 and 2017. No shares issued or outstanding at March 31, 2019, December 31, 2018 and 2017 | |||
Common stock, $0.001 par value; 2,500,000,000 shares authorized; 154,340,183, 111,079,683 and 58,963,009 shares issued and outstanding at March 31, 2019, December 31, 2018 and 2017, respectively. | 154 | 111 | 59 |
Additional paid-in capital | 406,364 | 403,299 | 390,736 |
Subscription receivable | (346) | ||
Accumulated deficit | (406,425) | (404,719) | (378,900) |
Total stockholders' deficit | (253) | (1,309) | 11,895 |
Non-controlling interest | (22) | ||
Total (deficit) equity | (1,309) | 11,873 | |
Total liabilities, stockholders' (deficit) equity, and non-controlling interest | $ 776 | $ 523 | $ 13,577 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | |||
Undesignated preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Undesignated Preferred stock, shares authorized | 8,500,000 | 8,500,000 | 8,500,000 |
Undesignated Preferred stock, shares issued | |||
Undesignated Preferred stock, shares outstanding | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 154,340,183 | 111,079,683 | 58,963,009 |
Common stock, shares outstanding | 154,340,183 | 111,079,683 | 58,963,009 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 28 | $ 956 | $ 2,030 | $ 3,134 |
Operating expenses | ||||
Cost of revenue | 86 | 881 | 4,191 | 1,502 |
General and administrative | 1,914 | 4,209 | 12,816 | 22,353 |
Restructuring charge | 2,499 | |||
Impairment of property and equipment | 6,345 | |||
Impairment of intangible assets | 303 | |||
Sales and marketing | 55 | 55 | 238 | |
Research and development | 47 | 47 | 346 | |
Total operating expenses | 2,000 | 5,192 | 25,953 | 24,742 |
Operating loss | (1,972) | (4,236) | (23,923) | (21,608) |
Other non-operating income (expense) | ||||
Interest expense | (3) | (3) | (385) | |
Accretion of debt discount | (1,091) | (919) | (5,627) | |
Warrant modification expense | (139) | (139) | ||
Impairment/loss on sale of investments | (127) | (2,871) | ||
Loss on sale of business unit | (127) | |||
Gain (loss) on sale of property and equipment | 82 | (47) | (47) | 370 |
Inducement expense | (20,312) | |||
Gain on extinguishment of debt | 1,275 | 1,875 | ||
Total other non-operating income (expense) | 263 | (313) | 640 | (28,825) |
Net loss | (1,709) | (4,549) | (23,283) | (50,433) |
Deemed dividend | (2,514) | (2,514) | ||
Net loss attributable to common stockholders | $ (1,709) | $ (7,063) | (25,797) | (50,433) |
Other comprehensive loss | ||||
Reclassification adjustment for comprehensive loss included in net loss | 66 | |||
Comprehensive loss | $ (25,797) | $ (50,367) | ||
Per-share data | ||||
Basic and diluted loss per share | $ (0.01) | $ (0.12) | $ (0.35) | $ (1.34) |
Weighted average number of common shares outstanding | 122,404,668 | 59,482,132 | 73,056,223 | 37,744,600 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' (Deficit) Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Subscription Receivable [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total (Deficit) Equity Attributable to MGT Stockholders [Member] | Non-controlling Interest [Member] | Total |
Balance at Dec. 31, 2016 | $ 29 | $ 327,943 | $ (328,467) | $ (66) | $ (561) | $ (22) | $ (583) | |
Balance, shares at Dec. 31, 2016 | 28,722,855 | |||||||
Stock-based compensation | $ 4 | 3,276 | 3,280 | 3,280 | ||||
Stock-based compensation, shares | 4,050,000 | |||||||
Stock issued for acquisition | $ 2 | 2,498 | 2,500 | 2,500 | ||||
Stock issued for acquisition, shares | 2,000,000 | |||||||
Stock issued for services | $ 3 | 4,626 | 4,629 | 4,629 | ||||
Stock issued for services, shares | 2,574,000 | |||||||
Stock issued in exchange of notes payables | $ 10 | 8,670 | 8,680 | 8,680 | ||||
Stock issued in exchange of notes payables, shares | 10,191,466 | |||||||
Induced conversion of notes payable | 20,312 | 20,312 | 20,312 | |||||
Stock sold in connection with private placements | $ 3 | 9,147 | 9,150 | 9,150 | ||||
Stock sold in connection with private placements, shares | 2,875,000 | |||||||
Beneficial conversion features on convertible notes | 4,593 | 4,593 | 4,593 | |||||
Stock issued in exchange of accounts payable | 401 | 401 | 401 | |||||
Stock issued in exchange of accounts payable, shares | 220,000 | |||||||
Sale of common stock warrants | 100 | 100 | 100 | |||||
Stock issued in connection with notes payable amendment | 118 | 118 | 118 | |||||
Stock issued in connection with notes payable amendment, shares | 200,000 | |||||||
Exercise of warrants | $ 8 | 387 | 395 | 395 | ||||
Exercise of warrants, shares | 7,693,588 | |||||||
Amortization of employee stock options | 7,057 | 7,057 | 7,057 | |||||
Modification of employee stock options | 37 | 37 | 37 | |||||
Stock and warrants issued in connection with Management Agreements | 1,571 | 1,571 | 1,571 | |||||
Stock and warrants issued in connection with Management Agreements, shares | 436,100 | |||||||
Net loss | (50,433) | (50,433) | (50,433) | |||||
Reclassification adjustment for loss included in net loss | 66 | 66 | 66 | |||||
Balance at Dec. 31, 2017 | $ 59 | 390,736 | (378,900) | 11,895 | (22) | 11,895 | ||
Balance, shares at Dec. 31, 2017 | 58,963,009 | |||||||
Stock-based compensation | $ 1 | 1,086 | 1,087 | 1,087 | ||||
Stock-based compensation, shares | 850,000 | |||||||
Stock issued for services | $ 1 | 838 | 839 | 839 | ||||
Stock issued for services, shares | 448,551 | |||||||
Stock sold in connection with private placements | 80 | 80 | 80 | |||||
Stock sold in connection with private placements, shares | 200,000 | |||||||
Exercise of warrants | $ 2 | 279 | 281 | 281 | ||||
Exercise of warrants, shares | 2,224,250 | |||||||
Stock issued for prior year notes payable conversion | $ 3 | (3) | ||||||
Stock issued for prior year notes payable conversion, shares | 3,381,816 | |||||||
Stock issued in disposition of cybersecurity assets | 120 | 120 | 120 | |||||
Stock issued in disposition of cybersecurity assets, shares | 60,000 | |||||||
Warrant modification expense | 139 | 139 | 139 | |||||
Deemed dividend | 2,514 | (2,514) | ||||||
Net loss | (4,549) | (4,549) | (4,549) | |||||
Balance at Mar. 31, 2018 | $ 66 | 395,789 | (385,963) | 9,892 | (22) | 9,870 | ||
Balance, shares at Mar. 31, 2018 | 66,127,626 | |||||||
Balance at Dec. 31, 2017 | $ 59 | 390,736 | (378,900) | 11,895 | (22) | 11,895 | ||
Balance, shares at Dec. 31, 2017 | 58,963,009 | |||||||
Stock-based compensation | $ 3 | 4,354 | 4,357 | 4,357 | ||||
Stock-based compensation, shares | 2,860,000 | |||||||
Stock issued for services | $ 2 | 2,270 | 2,272 | 2,272 | ||||
Stock issued for services, shares | 2,387,273 | |||||||
Stock sold in connection with private placements | 80 | 80 | 80 | |||||
Stock sold in connection with private placements, shares | 200,000 | |||||||
Exercise of warrants | $ 11 | 896 | 907 | 907 | ||||
Exercise of warrants, shares | 10,094,251 | |||||||
Stock issued for prior year notes payable conversion | $ 3 | (3) | ||||||
Stock issued for prior year notes payable conversion, shares | 3,381,816 | |||||||
Stock issued in disposition of cybersecurity assets | 120 | 120 | 120 | |||||
Stock issued in disposition of cybersecurity assets, shares | 60,000 | |||||||
Warrant modification expense | 139 | 139 | 139 | |||||
Deemed dividend | 2,514 | (2,514) | ||||||
Sale of stock in connection with equity purchase agreement | $ 34 | 2,425 | 2,459 | 2,459 | ||||
Sale of stock in connection with equity purchase agreement, shares | 33,650,000 | |||||||
Forfeiture of unvested restricted stock | $ (1) | (232) | (233) | (233) | ||||
Forfeiture of unvested restricted stock, shares | (550,000) | |||||||
Forfeiture of vested restricted stock | $ (2) | 2 | ||||||
Forfeiture of vested restricted stock, shares | (1,966,666) | |||||||
Issuance of common stock for prior year sale | $ 2 | (2) | ||||||
Issuance of common stock for prior year sale, shares | 2,000,000 | |||||||
Net loss | (23,283) | (23,283) | (23,283) | |||||
Reclassification of non-controlling interest to accumulated deficit | (22) | (22) | 22 | |||||
Balance at Dec. 31, 2018 | $ 111 | 403,299 | (404,719) | (1,309) | (1,309) | |||
Balance, shares at Dec. 31, 2018 | 111,079,683 | |||||||
Stock-based compensation | 894 | 894 | 894 | |||||
Stock issued for services | 60 | 60 | 60 | |||||
Stock issued for services, shares | 160,500 | |||||||
Warrant modification expense | ||||||||
Sale of stock in connection with equity purchase agreement | $ 43 | 2,111 | (346) | 1,808 | 1,808 | |||
Sale of stock in connection with equity purchase agreement, shares | 43,100,000 | |||||||
Cumulative effect adjustment related to ASU adoption | 3 | 3 | 3 | |||||
Issuance of common stock for prior year sale | $ 2,154 | |||||||
Issuance of common stock for prior year sale, shares | 43,100,000 | |||||||
Net loss | (1,709) | (1,709) | $ (1,709) | |||||
Balance at Mar. 31, 2019 | $ 154 | $ 406,364 | $ (346) | $ (406,425) | $ (253) | $ (253) | ||
Balance, shares at Mar. 31, 2019 | 154,340,183 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows From Operating Activities | ||||
Net loss | $ (1,709) | $ (4,549) | $ (23,283) | $ (50,433) |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Depreciation | 481 | 3,291 | 946 | |
Impairment of property and equipment | 6,345 | |||
Amortization of intangible assets | 165 | |||
Stock-based compensation expense | 949 | 2,227 | 6,402 | 16,574 |
Stock issued for amendment of notes payable | 118 | |||
Warrant modification expense | 139 | 139 | ||
Loss on sale of investments - short term | 84 | |||
Loss on sale of business unit | 127 | 127 | ||
Impairment of long-term investments | 2,787 | |||
Extinguishment of note payable | (1,275) | (1,875) | ||
Accretion of debt discount | 1,091 | 919 | 5,627 | |
Amortization of note discount | 1,091 | |||
Impairment of intangible assets | 303 | |||
(Gain) loss on sale of property and equipment | (82) | 47 | 47 | (370) |
Inducement expense | 20,312 | |||
Change in operating assets and liabilities | ||||
Prepaid expenses and other current assets | 52 | (886) | 514 | (581) |
Intangible digital assets | 30 | 26 | 18 | (38) |
Other assets | (204) | |||
Right of use asset | 18 | |||
Lease liability | (18) | |||
Accounts payable | (174) | 20 | 210 | 622 |
Accrued expenses | 9 | (551) | (1,413) | 1,507 |
Net cash used in operating activities | (1,109) | (2,919) | (8,763) | (2,377) |
Cash Flows From Investing Activities | ||||
Proceeds from sale of cybersecurity assets | 60 | 60 | ||
Proceeds from sale of investments | 26 | |||
Purchase of property and equipment | (6,987) | (6,994) | (4,067) | |
Proceeds from sale of property and equipment | 427 | 427 | 976 | |
Net cash used in investing activities | (6,500) | (6,507) | (3,065) | |
Cash Flows From Financing Activities | ||||
Proceeds from issuance of convertible notes payable and warrants | 4,971 | |||
Proceeds from private placements of common stock | 80 | 80 | 9,150 | |
Proceeds from sale of stock under equity purchase agreement | 1,457 | 1,309 | ||
Proceeds from sale of common stock warrants | 281 | 100 | ||
Proceeds from the issuance of notes payable, net of original issue discount | 5,200 | |||
Repayment of notes payable | (82) | (1,649) | ||
Proceeds from exercise of warrants | 907 | 395 | ||
Net cash provided by financing activities | 1,375 | 361 | 5,847 | 14,616 |
Net change in cash and cash equivalents | 266 | (9,058) | (9,423) | 9,174 |
Cash and cash equivalents, beginning | 96 | 9,519 | 9,519 | 345 |
Cash and cash equivalents, end | 362 | 461 | 96 | 9,519 |
Supplemental disclosure of cash flow information | ||||
Cash paid for interest | 3 | 14 | 48 | |
Cash paid for income tax | ||||
Non-cash investing and financing activities | ||||
Conversion of convertible debt and accrued interest | 8,680 | |||
Issuance of L2 commitment note | 160 | |||
Deemed dividend on trigger of down round provision | 2,514 | 2,514 | ||
Reclassification adjustment upon sale of available for sale investment in net loss | 66 | |||
Beneficial conversion feature on convertible debt and warrants issued concurrent with debt | 4,593 | |||
Shares issued in settlement of accounts payable | 401 | |||
Reclassification of deferred offering costs | 160 | |||
Reclassification of NCI to accumulated deficit | 22 | |||
Stock issued for services not yet rendered | 26 | |||
Repayment of note payable and interest through the issuance of shares under the equity purchase agreement | 351 | $ 1,310 | ||
Cumulative effect adjustment related to ASU adoption | $ 3 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Basis of Presentation | Note 1. Organization and Basis of Presentation Organization MGT Capital Investments, Inc. (“MGT Capital”) is a Delaware corporation, incorporated in 2000. MGT Capital was originally incorporated in Utah in 1977. “MGT” or the “Company” was formerly comprised of the parent company and its wholly–owned subsidiaries MGT Cybersecurity, Inc., Medicsight, Inc., MGT Sports, Inc., MGT Studios, Inc. (“MGT Studios”), MGT Interactive, LLC, MGT Gaming, Inc., MGT Mining One, Inc., MGT Mining Two, Inc., and MGT Sweden AB. MGT Studios also owned a controlling minority interest in the subsidiary M2P Americas, Inc. During the first quarter of 2019, the Company filed certificates of dissolution for all of its wholly-owned subsidiaries except MGT Sweden AB. MGT’s corporate office is located in Durham, North Carolina. On February 27, 2019, the Company’s stockholders approved an increase in the Company’s authorized common shares from 125,000,000 to 2,500,000,000. On February 27, 2019, the Company filed an amendment to its Certificate of Incorporation with the state of Delaware to reflect this change. On March 23, 2018, the Company’s stockholders approved a 1-for-2 reverse split of the Company’s common stock. As of May 15, 2019, the Company had not amended its Certificate of Incorporation to reflect this reverse split and such adjustments are not reflected within these unaudited condensed consolidated financial statements. On June 13, 2018, the Company filed a universal shelf registration statement covering up to $150 million of various MGT securities, including common stock, preferred stock, debt securities, rights, warrants, and units, that the Company may sell from time to time. On August 10, 2018, this registration statement on Form S-3 was declared effective by the Securities and Exchange Commission (“SEC”). Through April 15, 2019, the Company has sold $6,036 of securities under this registration statement. On April 16, 2019, the Company became ineligible to issue shares pursuant to the Form S-3 as the aggregate market of the Company’s common stock held by non-affiliates was below the regulatory threshold of $75,000. Cryptocurrency mining As of March 31, 2019, MGT owned and or managed approximately 5,700 Bitcoin miners. Approximately 2,500 machines are located in Colorado and 3,200 machines are located in Ohio. Of the 5,700 machines, 3,700 are owned by the Company, and the remaining machines are investor owned. All miners owned or managed by MGT are S9 Antminers sold by Bitmain Technologies LTD. In addition to the S9 Antminers, the Company owns 50 custom designed GPU-based Ethereum mining rigs. Because the price of Bitcoin steadily decreased during 2018 and throughout the first quarter of 2019, the Company decided it was not economically responsible to commence mining operations in Colorado or Ohio. On May 14, 2019, the Company announced commencement of operations in both Colorado and Ohio. During the three months ended March 31, 2019, the Company mined 8 Bitcoin for total revenue of $28. These coins were earned from the operation of approximately 500 Company owned machines located in a leased facility in Quincy, Washington. On March 22, 2019, the Company conveyed its ownership of these machines in satisfaction of outstanding hosting service fees. Legacy business – cybersecurity On January 26, 2018, the Company announced the end of its business relationship with cybersecurity pioneer John McAfee. Since August 2017, Mr. McAfee had served as Chief Cybersecurity Visionary of the Company, guiding the development of the Company’s cybersecurity business, including Sentinel, an enterprise class network intrusion detector, released in October 2017. The Company also owned the intellectual property associated with developing and marketing a mobile phone with extensive privacy and anti-hacking features. On March 19, 2018, the Company announced it had ended its cybersecurity operations by selling the Sentinel product line to a new entity formed by the unit’s management team and stopping development of the privacy phone. The Sentinel assets were sold for consideration of $60 in cash and a $1,000 promissory note, convertible into a 20% equity interest of the buyer. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10–Q and Rule 10 of Regulation S–X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America. However, in the opinion of the management of the Company, all adjustments necessary for a fair presentation of the financial position and operating results have been included in these statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10–K for the fiscal year ended December 31, 2018, as filed with the SEC on April 16, 2019. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending December 31, 2019. | Note 1. Organization and Basis of Presentation Organization MGT Capital Investments, Inc. (“MGT Capital”) is a Delaware corporation, incorporated in 2000. MGT Capital was originally incorporated in Utah in 1977. “MGT” or the “Company” was formerly comprised of the parent company and its wholly–owned subsidiaries MGT Cybersecurity, Inc., Medicsight, Inc., MGT Sports, Inc., MGT Studios, Inc. (“MGT Studios”), MGT Interactive, LLC, MGT Gaming, Inc., MGT Mining One, Inc., MGT Mining Two, Inc., and MGT Sweden AB. MGT Studios also owned a controlling minority interest in the subsidiary M2P Americas, Inc. During the first quarter of 2019, the Company filed certificates of dissolution for all of its wholly-owned subsidiaries except MGT Sweden AB. MGT’s corporate office is located in Durham, North Carolina. On March 23, 2018, the Company’s stockholders approved an increase in the Company’s authorized common stock from 75,000,000 shares to 125,000,000 shares. On March 23, 2018, the Company filed an amendment to its Certificate of Incorporation with the state of Delaware to reflect this change. On February 27, 2019, the Company’s stockholders approved an increase in the Company’s authorized commons shares from 125,000,000 to 2,500,000,000. On February 27, 2019, the Company filed an amendment to its Certificate of Incorporation with the state of Delaware to reflect this change. On March 23, 2018, the Company’s stockholders approved a 1-for-2 reverse split of the Company’s common stock, to be effected only if needed for the Company’s application to uplist its common stock to a national exchange. As of April 15, 2019, the Company had not amended its Certificate of Incorporation to reflect this reverse split and such adjustments are not reflected within these consolidated financial statements. On June 13, 2018, the Company filed a universal shelf registration statement covering up to $150 million of various MGT securities, including common stock, preferred stock, debt securities, rights, warrants, and units, that the Company may sell from time to time. On August 10, 2018, this registration statement on Form S-3 was declared effective by the Securities and Exchange Commission. Through April 15, 2019, the Company has sold $6,036 million of securities under this registration statement. Cryptocurrency mining In September 2016, MGT commenced its Bitcoin mining operations in the Wenatchee Valley area of central Washington. Throughout 2017, the Company expanded its mining capacity with the purchase of additional Bitcoin mining machines and by entering into hosting and power agreements with Washington facilities owners. The Company also entered into management agreements with third party investors whereby the investors purchased the mining hardware, and the Company receives both a fee to manage the mining operations plus one-half of the net operating profit. Towards the end of 2017, the Company determined that there was inadequate electric power in Washington to support the Company’s growth, and the Company moved swiftly to find a new facility to conduct its mining operations. By the end of 2017, the Company made the decision to move its principal mining operations to northern Sweden, a geographic location with historically low ambient temperatures and available inexpensive electricity. The Company entered into a hosting agreement (the “Hosting Agreement”) with Beacon Leasing LLC (“Beacon”), pursuant to which Beacon agreed to deliver a turn-key solution in northern Sweden with up to 15 megawatts of electricity capacity, which included a facility with power, cooling, and hosting services for a fixed price of $810 per month. The facility in Sweden is owned by the city of Älvsbyn and leased by a subsidiary of Beacon. Beacon committed to provide a fully functional facility by the end of March 2018. The Hosting Agreement required the Company to pay $1,620 to Beacon, representing the first and last month of service. During the first quarter of 2018, the Company took delivery of an additional 2,000 Bitcoin mining machines in Sweden and moved 4,300 machines (including 2,100 investor-owned machines) from Washington to Sweden. Beacon failed to deliver the fully built out facility and necessary power supply levels required by MGT by the end of March 2018. Through the first quarter of 2018 and into the second quarter, MGT personnel made visits to Sweden and assisted Beacon with efforts to get the facility up and running. The Company also advanced additional funds to Beacon to maximize operational capacity as quickly as possible. During April 2018, the Company became involved in the design and setup of the Sweden facility due to concern that Beacon may have overstated their construction abilities and financial capacity. On May 16, 2018, the Company was informed that none of the amounts due from Beacon to the electric utility serving the Älvsbyn facility were paid and that the utility would begin shutting down the electricity to the Älvsbyn facility. On the same day, the Company notified Beacon that it was in breach of the Hosting Agreement. In order to avoid a shutdown of the facility and a suspension of mining operations, the Company paid $368 directly to the electric utility, as a good faith deposit. During the three months ended September 30, 2018, the Company paid an additional aggregate of $947 to the utility provider for power consumed. Subsequent to May 16, 2018, the Company intensified its efforts to determine the extent of Beacon’s non-performance under the Hosting Agreement. Management made several more trips to Sweden to supervise the completion of the facility as well as investigate Beacon’s accounting records. The Company determined that Beacon also was faced with unpaid invoices from various material and service providers to the facility. Beginning in late May 2018, the Company took steps to become the direct operator of the Swedish facility to gain control of the situation, protect its assets, and maximize operational capacity as quickly as possible. These actions included paying the outstanding amounts owed by Beacon in order to maintain the vendor relationships needed to complete the facility and forming MGT Sweden AB in anticipation of assuming the building lease and the power agreements. During the three months ended June 30, 2018, the Company recorded restructuring expense of $2,499, which included the write-off of the unamortized balance of the initial deposit paid to Beacon in the amount of $1,350 and $1,149, for additional costs paid by the Company to service providers and vendors engaged to complete the facility. These costs consisted of unpaid obligations for services provided prior to the second quarter of 2018, including: Costs to bring electricity provider current and set up additional transformers $ 893 Satisfaction of payables for materials, repairs and supplies 206 Satisfaction of payables for payroll and consulting fees 50 TOTAL $ 1,149 The cost of services provided after the Company took over full direct operational control of the facility are included in cost of revenue and general and administrative expenses in the Company’s consolidated statements of operations and comprehensive loss. Continuing issues arising from poor engineering and demands from the electric utility forced the Company to devote a significant amount of time and effort to the operations in Sweden. Further, the Company determined that the financial investment to fully assume the position of Beacon was excessive. Simultaneously, based on an analysis of available facilities in the United States, the Company concluded that the United States provided hosting opportunities for the Company. On September 24, 2018, the combination of these factors led to the Company deciding to forgo any further monetary investment in Sweden. The Company has relocated all of the miners in Sweden to facilities in Colorado and Ohio. As of December 31, 2018, MGT owned and operated approximately 500 miners located in a leased facility in Quincy, Washington. Prior to the mining assets’ relocation to the United States, the Company conducted a physical observation concluding that there are approximately 5,750 operating machines in Sweden. In connection with the relocation to the U.S., approximately 3,000 were shipped to Colorado and 2,750 were shipped to Ohio. Of the 5,750 machines shipped, 3,800 of these machines are owned by the Company, while the remaining machines are investor owned. All miners owned or managed by MGT are S9 Antminers sold by Bitmain Technologies LTD. In addition to the S9 Antminers, the Company owns 50 custom designed GPU-based Ethereum mining rigs. During the year ended December 31, 2018, the Company mined 245 Bitcoin for total revenue of $2,010. In addition, the miners the Company operate pursuant to the management agreements mined 184 Bitcoin during the same period. Because the price of Bitcoin has steadily decreased during 2018 and throughout the first quarter of 2019, the Company decided it is not economically responsible to commence mining operations in Colorado or Ohio. Until the price of Bitcoin rises, the Company does not plan to commence mining with these machines. Legacy business – cybersecurity On January 26, 2018, the Company announced the end of its business relationship with cybersecurity pioneer John McAfee. Since August 2017, Mr. McAfee had served as Chief Cybersecurity Visionary of the Company, guiding the development of the Company’s cybersecurity business, including Sentinel, an enterprise class network intrusion detector, released in October 2017. The Company also owned the intellectual property associated with developing and marketing a mobile phone with extensive privacy and anti-hacking features. On March 19, 2018, the Company announced it had ended its cybersecurity operations by selling the Sentinel product line to a new entity formed by the unit’s management team and stopping development of the privacy phone. The Sentinel assets were sold for consideration of $60 in cash and a $1,000 promissory note, convertible into a 20% equity interest of the buyer. Basis of presentation The accompanying consolidated financial statements for the years ended December 31, 2018 and 2017 have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”). |
Going Concern and Management's
Going Concern and Management's Plans | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern and Management's Plans | Note 2. Going Concern and Management’s Plans The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of March 31, 2019, the Company had incurred significant operating losses since inception and continues to generate losses from operations. As of March 31, 2019, the Company had an accumulated deficit of $406,425. Management’s plans include overseeing the operation of approximately 5,700 cryptocurrency mining machines in Colorado and Ohio and continuing to execute on an expansion model to secure low cost power and grow its cryptocurrency assets. As discussed in Note 1, the Company decided not to commence the majority of its mining operations during the first quarter of 2019 as it believed that it was not economically responsible to do so based on unfavorable Bitcoin mining economics. The Company’s revenue in the first quarter of 2019 was significantly less than historical results, as it had only 500 machines in operation. Based on current budget assumptions, the Company believes that it will be able to meet its operating expenses and obligations for one year from the date these condensed consolidated financial statements are issued. The Company will need to raise additional funding to grow its operations and to pay current maturities of debt. There can be no assurance however that the Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. Such factors raise substantial doubt about the Company’s ability to sustain operations for at least one year from the issuance of these unaudited condensed consolidated financial statements. Management’s plans, including the operation of its existing cryptocurrency mining machines, the raising of additional capital and potentially curtailing its operations alleviate such substantial doubt. The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | Note 2. Going Concern and Management’s Plans The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2018, the Company had incurred significant operating losses since inception and continues to generate losses from operations. As of December 31, 2018, the Company had an accumulated deficit of $404,719. As of December 31, 2018, MGT’s cash and cash equivalents were $96. Management’s plans include overseeing the operation of approximately 5,750 cryptocurrency mining machines in Colorado and Ohio and continue to execute on an expansion model to secure low cost power and grow its cryptocurrency assets. As discussed in Note 1, the Company experienced additional delays and costs due to the non-performance of a key vendor. The Company has moved all of its miners from Sweden to facilities in Colorado and Ohio. Because the machines were being moved in the latter months of 2018, the Company’s revenue will be significantly less than historical results. Based on current budget assumptions, the Company believes that it will be able to meet its operating expenses and obligations for one year from the date these consolidated financial statements are issued. The Company will need to raise additional funding to grow its operations and to pay current maturities of debt. There can be no assurance however that the Company will be able to raise additional capital when needed, or at terms deemed acceptable, if at all. Such factors raise substantial doubt about the Company’s ability to sustain operations for at least one year from the issuance of these consolidated financial statements. Management’s plans, including the operation of its existing cryptocurrency mining machines, the raising of additional capital and potentially curtailing its operations alleviate such substantial doubt. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Principles of consolidation The unaudited condensed consolidated financial statements include the accounts of MGT and MGT Sweden AB. All intercompany transactions and balances have been eliminated. Use of estimates and assumptions and critical accounting estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and also affect the amounts of revenues and expenses reported for each period. Actual results could differ from those which result from using such estimates. Management utilizes various other estimates, including but not limited to determining the estimated lives of long-lived assets, determining the potential impairment of intangibles and other long-lived assets, the fair value of warrants issued, the fair value of conversion features, the recognition of revenue, the valuation allowance for deferred tax assets and other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary. Prior Period Financial Statement Correction of an Immaterial Misstatement During the first quarter of 2019, the Company identified certain adjustments required to correct balances within notes payable, accretion of debt discount, and the gain on extinguishment of debt relating to the modification to the June 2018 Note that had occurred on December 10, 2018. The Company had incorrectly calculated the fair value of the June 2018 Note as the date of its modification, which in turn, led the Company to calculate an incorrect gain on extinguishment and an incorrect accretion of debt discount. The errors discovered resulted in an overstatement of the Company’s notes payable balance of $566 as of December 31, 2018, and an overstatement of the accretion of debt discount of $14 and understatement on the gain on extinguishment of $580 for the year ended December 31, 2018. Based on an analysis of Accounting Standards Codification (“ASC”) 250 – “Accounting Changes and Error Corrections” (“ASC 250”), Staff Accounting Bulletin 99 – “Materiality” (“SAB 99”) and Staff Accounting Bulletin 108 – “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”), the Company determined that these errors were immaterial to the previously-issued consolidated financial statements for the year ended December 31, 2018, and as such no restatement was necessary at the time of the filing of the Company’s Form 10-Q for the three months ended March 31, 2019 on May 17, 2019 . Correcting prior year financial statements for immaterial errors would not require previously filed reports to be amended. These corrections would be reflected the next time the registrant files the prior year financial statements. Accordingly, such correction has been made in the Company’s consolidated balance sheet as of December 31, 2018 as presented in the interim financial statements for the quarter ended March 31, 2019 and in the Company’s annual consolidated financial statements as of and for the year ended December 31, 2018 presented in this registration statement on Form S-1. The effect on these revisions on the Company’s consolidated balance sheet as of December 31, 2018 is as follows: As previously reported at December 31, 2018 Adjustment As revised at December 31, 2018 Notes payable, net of discount $ 1,851 $ (566 ) $ 1,285 Total current liabilities 2,398 (566 ) 1,832 Total liabilities 2,398 (566 ) 1,832 Accumulated deficit (405,285 ) 566 (404,719 ) Total stockholders’ deficit (1,875 ) 566 (1,309 ) Revenue recognition The Company’s primary revenue stream is related to the mining of digital currencies. The Company derives its revenue by solving “blocks” to be added to the blockchain and providing transaction verification services within the digital currency networks of cryptocurrencies, such as Bitcoin and Ethereum, commonly termed “cryptocurrency mining.” In consideration for these services, the Company receives digital currency (“Coins”). The Coins are recorded as revenue, using the average spot price of Bitcoin on the date of receipt. The Coins are recorded on the balance sheet as an intangible digital asset valued at the lower of cost or net realizable value. Net realizable value adjustments, to reduce the value of the Coins to their market value, is included in cost of revenue on the Company’s consolidated statements of operation. Any gain or loss on sale would be recorded to cost of revenues. Costs of revenues includes equipment depreciation, rent, net realizable value adjustments, and electricity costs. The Company also recognizes revenue from its management agreements. The Company receives a fee from each management agreement based on the amount of Bitcoin mined and is reimbursed for any electricity costs incurred to run the Bitcoin mining machines it manages in its facility. Income taxes The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and established for all the entities a minimum threshold for financial statement recognition of the benefit of tax positions, and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Loss per share Basic loss per share is calculated by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated by dividing the net loss attributable to common shareholders by the sum of the weighted average number of common shares outstanding plus potential dilutive common shares outstanding during the period. Potential dilutive securities, comprised of unvested restricted shares, convertible debt stock warrants and stock options, are not reflected in diluted net loss per share because such potential shares are anti–dilutive due to the Company’s net loss. Accordingly, the computation of diluted loss per share for the three months ended March 31, 2019 excludes 2,650,001 unvested restricted shares, 6,000,000 shares issuable under stock options, 100,743,629 shares issuable upon the conversion of convertible debt, and 5,477,975 shares issuable under warrants. The computation of diluted loss per share for the three months ended March 31, 2018 excludes 2,000,000 shares issuable to the investors of a private placement in December 2017, 3,250,000 unvested restricted shares, 6,000,000 shares issuable under stock options, and 11,034,642 shares issuable under warrants. Stock–based compensation The Company recognizes compensation expenses for all equity–based payments in accordance with ASC 718 “Compensation – Stock Compensation”. Under fair value recognition provisions, the Company recognizes equity–based compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award. Restricted stock awards are granted at the discretion of the compensation committee of the board of directors of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a 12 to 24-month period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of the Company’s common stock on the grant date. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is calculated based on the historical volatility of the Company’s common stock over the expected term of the option. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. The Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. The Company accounts for share–based payments granted to non–employees in accordance with ASC 505–50, “Equity Based Payments to Non–Employees.” The Company determines the fair value of the stock–based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more readily determinable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. The fair value of unvested equity instruments is re-measured each reporting period and such re-measured value is amortized over the requisite remaining service period. Gain (Loss) on Modification/Extinguishment of Debt In accordance with ASC 470, a modification or an exchange of debt instruments that adds a substantive conversion option or eliminates a conversion option that was substantive at the date of the modification or exchange is considered a substantive change and must be measured by determining the extinguishment of the debt. Additionally, the Company evaluated the discounted cash flows under the terms of the obligations for the May 2018 Notes and June 2018 Note, both before and after the effect of the extension fees in order to determine whether this change should be accounted for as a loan extinguishment or as a modification. The Company determined that the transactions were extinguishments, since the difference between the discounted cash flows exceeded 10%. In addition to the changes in the payment terms of the notes, the debt holders agreed to change the convertibility terms of the Notes from non-convertible notes to convertible notes. The debt holders can elect to be paid in cash (within three trading days of notification) or shares of the Company’s common stock. During the three months ended March 31, 2019, the Company recognized a gain on the extinguishment of debt of $1,275 in conjunction with amending certain of its notes payable on January 7, 2019 and again on March 28, 2019, as well as on January 28, 2019. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying unaudited condensed consolidated financial statements, other than those disclosed below. In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance is effective for public entities, certain not-for-profit entities, and certain employee benefit plans for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other entities, ASU 2018-07 is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company is evaluating the impact of adopting this pronouncement. In July 2018, the FASB issued ASU 2018-10 Leases (Topic 842), Codification Improvements and ASU 2018-11 Leases (Topic 842), Targeted Improvements, to provide additional guidance for the adoption of Topic 842. ASU 2018-10 clarifies certain provisions and corrects unintended applications of the guidance such as the application of implicit rate, lessee reassessment of lease classification, and certain transition adjustments that should be recognized to earnings rather than to stockholders’ (deficit) equity. ASU 2018-11 provides an alternative transition method and practical expedient for separating contract components for the adoption of Topic 842. In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842) which requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases with terms greater than 12 months. ASU 2018-11, ASU 2018-10, and ASU 2016-02 (collectively, “the new lease standards”) are effective for fiscal years beginning after December 15, 2018, with early adoption permitted. On January 1, 2019, the Company adopted ASU No. 2016-02, “Leases (Topic 842)” and as part of that process the Company made the following elections: 1. The Company did not elect the hindsight practical expedient, for all leases. 2. The Company elected the package of practical expedients to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs for all leases. 3. In March 2018, the FASB approved an optional transition method that allows companies to use the effective date as the date of initial application on transition. The Company elected this transition method, and as a result, will not adjust its comparative period financial information or make the newly required lease disclosures for periods before the effective date. 4. The Company elected to not separate lease and non-lease components, for all leases. The Company recorded a Right of Use Asset of $87 with a corresponding Lease Liability of $84 and a corresponding cumulative adjustment to accumulated deficit of $3 in accordance with Topic 842. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 is intended to improve the effectiveness of fair value measurement disclosures. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting this pronouncement. In August 2018, the FASB issued ASU 2018-15, Intangible – Goodwill and Other – Internal-Use Software (“ASU 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting this pronouncement. Management’s evaluation of subsequent events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the review, other than what is described in Note 10 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. | Note 3. Summary of Significant Accounting Policies Principles of consolidation The consolidated financial statements include the accounts of MGT and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. Non-controlling interest represents the non-controlling equity investment in MGT subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non-controlling interest. During the first quarter of 2019, the Company dissolved all of its wholly owned subsidiaries excluding MGT Sweden AB. In addition, the non-controlling equity interest in M2P Americas, Inc., including the minority investors’ share of the net operating results and other components of equity relating to the non-controlling interest was also dissolved. Reclassification Certain amounts in prior periods have been reclassified to conform to current period presentation. These reclassifications had no effect on the previously reported net loss. Use of estimates and assumptions and critical accounting estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and also affect the amounts of revenues and expenses reported for each period. Actual results could differ from those which result from using such estimates. Management utilizes various other estimates, including but not limited to determining the estimated lives of long-lived assets, determining the potential impairment of intangibles and other long-lived assets, the fair value of warrants issued, the fair value of stock options, the fair value of conversion features, the fair value of the deemed dividend, the recognition of revenue, the valuation allowance for deferred tax assets and other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary. Beneficial conversion feature of convertible notes payable The Company accounts for convertible notes payable in accordance with guidelines established by the Financial Accounting Standards Board (“FASB”) ASC Topic 470-20, “Debt with Conversion and Other Options”. The beneficial conversion feature of a convertible note is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a beneficial conversion feature related to the issuance of a convertible note when issued and also records the estimated fair value of any warrants issued with those convertible notes. The beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved. The beneficial conversion feature of a convertible note is measured by first allocating a portion of the note’s proceeds to any warrants, if applicable, as a discount on the carrying amount of the convertible on a relative fair value basis. The discounted face value is then used to measure the effective conversion price of the note. The effective conversion price and the market price of the Company’s common stock are used to calculate the intrinsic value of the conversion feature. The intrinsic value is recorded in the financial statements as a debt discount from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to accretion of debt discount on the Company’s consolidated statement of operations and comprehensive loss. Revenue recognition In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) which was subsequently amended by ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12, and ASU 2017-13. These ASUs outline a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation. In July 2015, the FASB deferred the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017. A full retrospective or modified retrospective approach was required upon adoption. The Company has adopted ASU No. 2014-09 effective January 1, 2018. The Company has elected to apply the modified retrospective method and the impact was determined to be immaterial on the consolidated financial statements. Accordingly, the new revenue standard has been applied prospectively in its consolidated financial statements from January 1, 2018 forward and reported financial information for historical comparable periods will not be revised and will continue to be reported under the accounting standards in effect during those historical periods. The Company has performed an analysis and identified its revenues and costs that are within the scope of the new guidance. The Company determined that its methods of recognizing revenues have not been significantly impacted by the new guidance. The Company’s primary revenue stream is related to the mining of intangible digital assets. The Company derives its revenue by solving “blocks” to be added to the blockchain and providing transaction verification services within the digital currency networks of cryptocurrencies, such as Bitcoin and Ethereum, commonly termed “cryptocurrency mining.” In consideration for these services, the Company receives digital currency (“Coins”). The Coins are recorded as revenue, using the average spot price of Bitcoin on the date of receipt. The Coins are recorded on the balance sheet as inventory at the lower of cost or net realizable value. Any gain or loss on sale would be recorded to cost of revenues. Costs of revenues includes equipment depreciation, rent, and electricity costs. Net realizable value adjustments, to reduce the value of the Coins to their market value, is included in cost of revenue on the Company’s consolidated statements of operations. Due to a lack of authoritative and non-authoritative guidance, the Company had previously recorded the Coins as a security, where the Company would record revaluation gains and losses to cost of revenue. As of September 30, 2018, the Company reviewed certain non-authoritative guidance and changed its accounting policy to reflect that its Coins should be inventory. The Company determined that this change in accounting policy had no effect on its previously filed financial statements. The Company also recognizes revenue from its Management Agreements (as defined in Note 12). The Company receives a fee from each Management Agreement based on the amount of Bitcoin mined and is reimbursed for any electricity costs incurred to run the Bitcoin mining machines it manages in its facility. Income taxes The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and established for all the entities a minimum threshold for financial statement recognition of the benefit of tax positions, and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. The Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017. The Tax Act reduces the U.S. federal corporate tax rate from 35% to 21%. In accordance with the SEC Staff Accounting Bulletin No. 118, the Company has finalized its accounting for the effects of the Tax Act and it has not had a material effect on the Company’s results of operations. Future adjustments made to the provisional effects will be reported as a component of income tax expense in the reporting period in which any such adjustments are determined. Based on the new tax law that lowers corporate tax rates, the Company revalued its deferred tax assets. Future tax benefits are expected to be lower, with the corresponding one-time charge being recorded as a component of income tax expense, if applicable. The Company was previously delinquent in the filing of its 2015 and 2016 US Federal and state tax returns. On August 10, 2018, the Company filed its delinquent returns and is now in good standing in all income tax jurisdictions. Loss per share Basic loss per share is calculated by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated by dividing the net loss attributable to common shareholders by the sum of the weighted average number of common shares outstanding plus potential dilutive common shares outstanding during the period. Potential dilutive securities, comprised of unvested restricted shares, convertible debt stock warrants and stock options, are not reflected in diluted net loss per share because such potential shares are anti–dilutive due to the Company’s net loss. Accordingly, the computation of diluted loss per share for the year ended December 31, 2018 excludes 3,455,000 unvested restricted shares, 6,000,000 shares issuable under stock options, 67,252,747 shares issuable upon the conversion of convertible debt, and 5,477,975 shares issuable under warrants. The computation of diluted loss per share for the year ended December 31, 2017 excludes 2,000,000 shares issuable to the investors of the December 2017 private placement, 3,381,816 shares issuable to UAHC Ventures, LLC a Nevada limited liability company (“UAHC”) due to the conversion of the UAHC note payable, 3,850,000 unvested restricted shares, 6,000,000 shares issuable under stock options, and 13,720,742 shares issuable under warrants. Stock–based compensation The Company recognizes compensation expenses for all equity–based payments in accordance with ASC 718 “Compensation – Stock Compensation”. Under fair value recognition provisions, the Company recognizes equity–based compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award. Restricted stock awards are granted at the discretion of the compensation committee of the board of directors of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a 12 to 24-month period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of the Company’s common stock on the grant date. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is calculated based on the historical volatility of the Company’s common stock over the expected term of the option. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. The Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. The Company accounts for share–based payments granted to non–employees in accordance with ASC 505–50, “Equity Based Payments to Non–Employees.” The Company determines the fair value of the stock–based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more readily determinable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. The fair value of unvested equity instruments is re-measured each reporting period and such re-measured value is amortized over the requisite remaining service period. Cash and cash equivalents The Company considers all highly liquid instruments with an original maturity of three months or less when acquired to be cash equivalents. The Company maintains its cash and cash equivalents at financial institutions whereby the combined account balances exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage by approximately $9,263 as of December 31, 2017. The Company has $96 as the combined account balance as of December 31, 2018. Therefore, since the FDIC’s insurance coverage is for combined account balances that exceed $250, there is no concentration of credit risk as of December 31, 2018. Property and equipment Property and equipment are stated at cost less accumulated depreciation and impairment charges. Depreciation is calculated using the straight–line method on the various asset classes over their estimated useful lives, which range from two to five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation expense relating to the Company’s cryptocurrency mining machines is included in cost of revenue. Equity-linked instruments The Company accounts for equity-linked instruments with certain anti-dilution provisions in accordance with ASC 815 and ASC 260. Under this guidance, the Company excludes instruments with certain down round features when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the Company’s own stock. As a result, financial instruments (or embedded conversion features) with down round features are not required to be classified as derivative liabilities. The Company recognizes the value of a down round feature only when it is triggered and the exercise or conversion price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, the Company treats the value of the effect of the down round, when triggered, as a deemed dividend and a reduction of income available to common stockholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, the Company recognizes the value of the down round as a beneficial conversion discount to be amortized to earnings. Any incentive-based compensation received by the Optionee from the Company hereunder or otherwise shall be subject to recovery by the Company in the circumstances and manner provided in any Incentive-based Compensation Recovery that may be adopted or implemented by the Company and in effect from time to time on or after the date hereof, and Optionee shall effectuate any such recovery at such time and in such manner as the Company may specify. Research and development Research and development expenses are charged to operations as incurred. During the years ended December 31, 2018 and 2017, respectively, the Company expensed $47 and $346 in research and development costs. Gain (Loss) on Modification/Extinguishment of Debt In accordance with ASC 470, a modification or an exchange of debt instruments that adds a substantive conversion option or eliminates a conversion option that was substantive at the date of the modification or exchange is considered a substantive change and must be measured by determining the extinguishment of the debt. The Company recognized a gain on the extinguishment of debt of approximately $1,875 in conjunction with amending a note purchase agreement on December 10, 2018. In addition to the changes in the payment terms of the note, the debt holder agreed to change the convertibility terms of the Note from a non-convertible note to a convertible note. The debt holder can elect to be paid in cash (within three trading days of notification) or shares of the Company’s common stock. Impairment of long-lived assets Long-lived assets are reviewed for impairment whenever facts or circumstances either internally or externally may suggest that the carrying value of an asset may not be recoverable, Should there be an indication of impairment, we test for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset or asset group. Any excess of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss. The Company fully impaired the mining assets by expensing $6,345 as of December 31, 2018. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements, other than those disclosed below. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance is effective for public entities, certain not-for-profit entities, and certain employee benefit plans for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other entities, ASU 2018-07 is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company is evaluating the impact of adopting this pronouncement. In July 2018, the FASB issued ASU 2018-10 Leases (Topic 842), Codification Improvements and ASU 2018-11 Leases (Topic 842), Targeted Improvements, to provide additional guidance for the adoption of Topic 842. ASU 2018-10 clarifies certain provisions and correct unintended applications of the guidance such as the application of implicit rate, lessee reassessment of lease classification, and certain transition adjustments that should be recognized to earnings rather than to stockholders’ (deficit) equity. ASU 2018-11 provides an alternative transition method and practical expedient for separating contract components for the adoption of Topic 842. In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842) which requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases with terms greater than 12 months. ASU 2018-11, ASU 2018-10, and ASU 2016-02 (collectively, “the new lease standards”) are effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect the new lease standards will have on its Consolidated Financial Statements; however, the Company anticipates recognizing assets and liabilities arising from any leases that meet the requirements under the new lease standards on the adoption date and including qualitative and quantitative disclosures in the Company’s Notes to the Consolidated Financial Statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (“ASC 820”) , Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 is intended to improve the effectiveness of fair value measurement disclosures. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting this pronouncement. In August 2018, the FASB issued ASU 2018-15, Intangible – Goodwill and Other – Internal-Use Software (“ASU 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting this pronouncement. Management’s evaluation of subsequent events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the review, other than what is described in Note 15 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expenses And Other Current Assets | |
Prepaid Expenses and Other Current Assets | Note 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: As of December 31, 2018 2017 Prepaid expenses $ 193 $ 734 Deferred offering costs - 160 Total prepaid expenses and other current assets $ 193 $ 894 |
Sale of Cybersecurity Assets
Sale of Cybersecurity Assets | 12 Months Ended |
Dec. 31, 2018 | |
Sale Of Cybersecurity Assets | |
Sale of Cybersecurity Assets | Note 5. Sale of Cybersecurity Assets On March 16, 2018, the Company sold its Sentinel product line to a new entity formed by the unit’s management team for consideration of $60 and a $1,000 promissory note, convertible into a 20% equity interest of the buyer. Due to the early stage nature of the buyer’s business, the Company believes the collection of the promissory note is doubtful and therefore has determined the fair value to be zero. The Company recorded a loss on sale as follows: Cash proceeds $ 60 Less: Assets sold (27 ) Separation payments to former management (40 ) Common stock issued to former management, at fair value (120 ) Loss on sale of cybersecurity assets $ (127 ) |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6. Property and Equipment Property and equipment consisted of the following: As of December 31, 2018 December 31, 2017 Computer hardware and software $ 17 $ 10 Crypto-currency mining machines - 3,685 Property and equipment, gross 17 3,695 Less: Accumulated depreciation (17 ) (579 ) Property and equipment, net $ - $ 3,116 The Company recorded depreciation expense of $3,291 and $946 for the years ended December 31, 2018 and 2017, respectively. On February 9, 2018, the Company sold Bitcoin machines with an aggregate book value of $474 for gross proceeds of $427 and recorded a loss on the sale of $47. Under the guidance of ASC 360, a long-lived asset (or asset group) should be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Based on the significant decline in the price of Bitcoin during the nine months ended September 30, 2018, the Company performed a recoverability test, in which it measured the undiscounted cash flows of its cryptocurrency mining assets. This recoverability test indicated that its cryptocurrency mining assets might be impaired. The Company then performed the second step of the analysis, whereby it measured the fair value of the cryptocurrency mining assets. The Company used a weighted approach where it measured both the discounted cash flows expected from the cryptocurrency mining assets as well as determining the market value of the assets. The Company determined that as of September 30, 2018, that it should record an impairment charge of $3,668 to its cryptocurrency mining assets. Based on the continual decline in Bitcoin during the fourth quarter of 2018, coupled with the unpredictable volatility of Bitcoin’s price, the Company believes that there are indications that the decrease in Bitcoin’s price is other than temporary. Based on the aforementioned reasons, the Company determined to fully impair the remaining carrying value of its cryptocurrency mining assets as of December 31, 2018 with a fourth quarter impairment charge of $2,677. The total impairment charge recognized during the year ended December 31, 2018 was $6,345. |
Notes Payable
Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Notes Payable | Note 4. Notes Payable On May 23, 2018, the Company entered into a securities purchase agreement with two accredited investors, pursuant to which the Company issued $840 in unsecured promissory notes for aggregate consideration of $700 (the “May 2018 Notes”). The outstanding balance of the May 2018 Notes was to be made in nine equal monthly installments beginning July 23, 2018. The May 2018 Notes were scheduled to mature on March 23, 2019. Subject to the terms and conditions set forth in the May 2018 Notes, the Company may prepay all or any portion of the outstanding balance at any time without pre-payment penalty. Upon the occurrence of an event of default, the outstanding balance of the May 2018 Notes shall immediately increase to 120% of the outstanding balance immediately prior to the event of default and become immediately due and payable. On June 1, 2018, the Company entered into a note purchase agreement with an accredited investor, pursuant to which the Company issued an unsecured promissory note in the amount of $3,600 (the “June 2018 Note”) for consideration of $3,000. The outstanding balance of the June 2018 Note was to be made in nine equal monthly installments beginning August 1, 2018. The June 2018 Note was scheduled to mature on April 1, 2019. Subject to the terms and conditions set forth in the June 2018 Note, the Company may prepay all or any portion of the outstanding balance at any time without pre-payment penalty. Upon the occurrence of an event of default, the outstanding balance of the June 2018 Note shall immediately increase to 120% of the outstanding balance immediately prior to the event of default and become immediately due and payable. On December 6, 2018, the Company entered into a note purchase agreement with an accredited investor, pursuant to which the Company issued an unsecured promissory note in the amount of $598 (the “December 2018 Note”) for consideration of $500. The outstanding balance of the December 2018 Note had a maturity date of May 6, 2019 and was paid in full in March 2019. The December 2018 Note bore interest at a rate of 8% per annum and, subject to the terms and conditions set forth in the December 2018 Note, the Company was permitted to prepay all or any portion of the outstanding balance at any time without pre-payment penalty. On January 7, 2019, and again on March 28, 2019 the Company entered into amendments to one of the May 2018 Notes. Pursuant to the amendments, the borrower has agreed to extend the maturity date of the note to July 15, 2019 and does not require the Company to make its monthly installment payments due from December 2018, through March 2019, provided that the Company makes all installment payments for the months thereafter beginning April 15, 2019. Installment payments shall be paid in cash unless the Company elects to make payments in shares of the Company’s common stock, in which case the number of shares to be issued will be based on the lowest VWAP of the Company’s common stock during the preceding twenty trading days multiplied by 70%, or any lower price made available to any other holder of the Company’s securities. In consideration of these amendments, the Company incurred extension fees payable to the Borrower of $121. On January 28, 2019, the Company entered into an amendment to the June 2018 Note. Pursuant to the amendment, the borrower has agreed to extend the maturity date to October 1, 2019 and not require the Company to make its installment payment due under the Note Purchase Agreement during January, February, and March 2019. The Company and the borrower have agreed that the Company is to pay all installment payments in cash unless both the Company and the borrower agree to make payments in shares of the Company’s common stock, in which case the number of shares to be issued will be based on the lowest intra-day trade price of the Company’s common stock during the preceding twenty trading days multiplied by 70%. In consideration of this amendment, the Company incurred an extension fee payable to the borrower of $527. Because the January 2019 and March 2019 amendments were considered a substantive change, the Company has treated the modification as an extinguishment of debt and determined the gain or loss on the exchange of instruments. Based on the analysis performed, the Company determined that there was a gain on extinguishment of debt of $1,275. Notes payable consisted of the following: As of March 31, 2019 Principal Discount Net May 2018 Notes $ 500 $ (350 ) $ 150 June 2018 Note 3,159 (2,641 ) 518 Total notes payable $ 3,659 $ (2,991 ) $ 668 As of December 31, 2018 Principal Discount Net May 2018 Notes $ 400 $ (25 ) $ 375 June 2018 Note 2,448 (1,803 ) 645 December 2018 Note 351 (86 ) 265 Total notes payable $ 3,199 $ (1,914 ) $ 1,285 During the three months ended March 31, 2019 and 2018, the Company recorded amortization of debt discount of $1,091 and $0, respectively. | Note 7. Notes Payable 10% convertible promissory notes During February and March 2017, the Company issued two $50, 10% convertible promissory notes to accredited investors. Both notes would have matured one year from the date of issuance. Both notes were convertible at a fixed rate of $0.25 per share. Management recorded a beneficial conversion feature on both notes in the aggregate of $100 and recorded that amount to additional paid in capital. The debt discounts were accreted using the effective interest method over the term of the notes. On August 14 and September 6, 2017, the holder of the notes converted the aggregate principal balance $100 into a total of 400,000 shares of the Company’s common stock. In connection with the conversion, the Company charged the remaining discount in the amount of $92 to accretion of debt discount during the year ended December 31, 2017. During the year ended December 31, 2017, the Company incurred $100 as accretion of debt discount on these notes. Iliad Note On May 18, 2017, the Company issued to Iliad Research and Trading, L.P., (“Iliad”), a Utah limited partnership, a secured convertible note (the “Iliad Note”) in the original principal amount of $1,355, bearing interest at 10% per annum, with an original issuance discount of $225, reimbursed legal and accounting expenses of $5, and a warrant to purchase 1,231,819 shares of common stock of the Company at an exercise price of $1.05 per share. These warrants expire five years from the date of issuance. Management recorded a debt discount for (a) the original issue discount (b) the relative fair value of the warrants issued and (c) the intrinsic value of the beneficial conversion feature on the Iliad Note in the amounts of $230, $202 and $923, respectively. The debt discounts were accreted using the effective interest method over the term of the Iliad Note, provided that at any time on or after the occurrence of an event of default, the interest rate shall be adjusted to 22% per annum. Subject to the terms and conditions set forth in the Iliad Note, the Company may prepay the outstanding balance of the Iliad Note in part or in full in cash of an amount equal to 125% multiplied by the outstanding balance of the Iliad Note. At any time beginning on the date that is six months from the issuance date until the outstanding balance of the Iliad Note has been paid in full, Iliad may, at its option, convert all or any portion of the outstanding balance into shares of common stock of the Company on a cashless basis at a price of $1.05 per share, which will be adjusted for any future issuances of equity that contain a lower per-share exercise price. In addition, beginning three months after the issuance date, Iliad has the right to redeem a portion of the outstanding balance of the Iliad Note in any amount that is less than $90 per calendar month. The Company has the right to fund each redemption using cash or shares of the Company’s common stock at a price that is the lower of $1.05 per share and the price that is 65% of the Company’s market price. On December 7, 2017, the Company entered into a settlement agreement with Iliad (the “Iliad Settlement Agreement”). Under the Iliad Settlement Agreement, the Company induced Iliad to accept 547,660 additional shares of the Company’s common stock in connection with the conversion of the full balance of the Iliad Note outstanding. As part of the Iliad Settlement Agreement, the Company also increased the shares issuable to Iliad under its warrant. Accordingly, on December 7, 2017, Iliad converted the Iliad Note and related accrued interest of $75 into a total of 1,909,863 shares of the Company’s common stock. On the date of conversion, the Company (a) recorded the remaining discount of the note in the amount of $1,348 as accretion of debt discount, and (b) recorded the fair value of the additional shares issued to Iliad and the additional value of the warrants in the amount of $7,517 as inducement expense. During the year ended December 31, 2017, the Company incurred $1,355 (accretion of $7 and $1,348 in connection with the conversion of the Iliad Note) as accretion of debt discount on this note. March 2017 equity purchase agreement On March 10, 2017, the Company and L2 Capital, LLC (“L2 Capital”), a Kansas limited liability company, entered into an equity purchase agreement (the “Equity Purchase Agreement”), pursuant to which the Company may issue and sell to L2 Capital from time to time up to $5,000 of the Company’s common stock that will be registered with the SEC under a registration statement on a form S–1. Pursuant to the Equity Purchase Agreement, the Company may require L2 Capital to purchase shares of common stock in a minimum amount of $25 and maximum of the lesser of (a) $1,000 or (b) 150% of the average daily trading value, upon the Company’s delivery of a put notice to L2 Capital. L2 Capital shall purchase such number of shares of common stock at a per share price that equals to the lowest closing bid price of the common stock during the pricing period multiplied by 90%. In connection with the Equity Purchase Agreement, the Company has issued to L2 Capital an 8% convertible promissory note (the “Commitment Note”) in the principal amount of $160 in consideration of L2 Capital’s contractual commitment to the Equity Purchase Agreement. The Commitment Note matures six months after the issue date. All or part of the Commitment Note is convertible into the common stock of the Company upon the occurrence of any of the events of default at a variable conversion price that equals to 75% of the lowest trading price for the common stock during a thirty–day trading day period immediately prior to the conversion date. The Company also issued to the holders of the First Notes warrants to purchase an aggregate of 400,000 shares of the Company’s common stock at an exercise price of $0.96 per share. These warrants expire seven years from the date of issuance. The Company recorded the Commitment Note as a deferred offering cost as the Company had not received equity proceeds from the Equity Purchase Agreement during 2017. Management analyzed the contingent variable conversion price and concluded that the contingent conversion features should be bifurcated and accounted for as a derivative liability only upon the triggering of a default event. Because all default events were cured prior to April 15, 2017, no derivative liability was recognized. Upon receipt of proceeds from the Equity Purchase Agreement during 2018, the Company has reclassified $160 from deferred offering costs to additional paid-in capital. On May 18, 2017, the Company amended the Equity Purchase Agreement to (a) facilitate the issuance of the Iliad Note and (b) to increase the capacity of the Equity Purchase Agreement to $6,500. On September 6, 2017, the Company further amended the Equity Purchase Agreement to increase the capacity of the Equity Purchase Agreement to the lesser of (a) 12,319,159 shares or (b) the maximum number of shares the Company is able to include in a registration statement. The Company recorded an initial debt discount of $287, representing (a) an original issue discount of $108 and (b) relative fair value of warrants issued to the note holders of $179. The debt discounts were amortized using the effective interest method. March 2017 securities purchase agreement On March 10, 2017, the Company and L2 Capital entered into a securities purchase agreement, which was subsequently amended on March 15, 2017 pursuant to which the Company issued two 10% convertible notes in an aggregate principal amount of $1 million with a 20% original issue discount, of which the first convertible note was funded on March 14, 2017. The Company received gross proceeds of $393 (which represents the deduction of the 20% original discount and $7 for L2 Capital’s legal fees) in exchange for issuance of the first convertible note (the “First Note”) in the Principal Amount of $500. The First Note was due six months from the Issue Date and the accrued and unpaid interest at a rate of 10% per annum is due on such date. At any time on or after the occurrence of an event of default, the holder of the First Note shall have the right to convert all or part of the unpaid and outstanding Principal Amount and the accrued and unpaid interest to shares of common stock at a conversion price that equals 65% multiplied by the lowest trading price for the common stock during a thirty–day trading day period immediately prior to the conversion date. Management analyzed the contingent variable conversion price and concluded that the contingent conversion features should be bifurcated and accounted for as a derivative liability only upon the triggering of a default event. A default event occurred on May 15, 2017. However, on May 18, 2017, the Company and L2 Capital amended the note in order to waive all rights resulting from default events under the note. Therefore, no derivative liability was recognized. The Company received an L2 Capital Back End Note (“L2 Collateralized Note”) secured with the First Note for its issuance of a $500 note to L2 Capital with substantially similar terms to the First Note (the “Second Note”). In accordance with the Second Note, the Company would pay to the order of L2 Capital a Principal Amount of $500 and the accrued and unpaid interest at a rate of 10% per annum on the maturity date, which was eight months from the issue date. At any time on or after the occurrence of an event of default, the holder of the Second Note shall have the right to convert all or part of the unpaid and outstanding principal amount and the accrued and unpaid interest into shares of common stock at a conversion price that is equal to 65% multiplied by the market price. Pursuant to the L2 Collateralized Note, L2 Capital promised to pay the Company the principal amount of $500 (consisting of $393 in cash, legal fees of $7 and an original issue discount of $100) no later than November 10, 2017. In connection with the issuance of the First Note, the Company also issued to L2 Capital warrants to purchase up to 400,000 shares of common stock (the “Warrant Shares”) pursuant to the common stock purchase warrant (the “Common Stock Purchase Warrant”) executed by the Company. The Common Stock Purchase Warrant shall be exercisable at a price of 110% multiplied by the closing bid price of the common stock on the issuance date (the “Exercise Price”), subject to adjustments and exercisable from the issue date until the instrument’s seven–year anniversary. At the time that the Second Note is funded by the holder thereof in cash, then on such funding date, the Warrant Shares would immediately and automatically be increased by the quotient (the “Second Warrant Shares”) of $375 divided by the lesser of (i) the Exercise Price and (ii) 110% multiplied by the closing bid price of the common stock on the funding date of the Second Note. With respect to the Second Warrant Shares, the Exercise Price hereunder shall be redefined to equal the lesser of (i) the Exercise Price and (ii) 110% multiplied by the closing bid price of the common stock on the funding date of the Second Note. L2 Capital may exercise the Common Stock Purchase Warrant on a cashless basis unless the underlying shares of common stock have been registered with the SEC prior to the exercise. The Company recorded an initial debt discount related to L2 Collateralized Note of $287, representing (a) an original issue discount of $108 and (b) relative fair value of warrants issued to the note holders of $179. The debt discounts were amortized using the effective interest method. On September 1, 2017, the Company received net proceeds of $392 for the funding of the Second Note, in satisfaction of the L2 Collateralized Note. Upon receipt of the proceeds, the warrant shares were increased by 417,975. All other terms under the warrant remained the same. The Company recorded an initial debt discount related to the Second Note of $500, representing (a) an original issue discount of $108 and (b) a beneficial conversion feature of $392. The debt discounts were amortized using the effective interest method. On September 5, 2017, L2 notified the Company regarding certain matters which might have impacted the Company’s compliance covenants under the terms of the Commitment Note, the First Note, and the Second Note. The Company discussed these matters with L2 Capital, and without prejudice, induced L2 Capital to accept 2,166,850 additional shares of the Company’s common stock in connection with the conversion of the full balance of the Commitment Note, First Note, and Second Note outstanding. Accordingly, on September 8, 2017, L2 Capital converted all principal under the Commitment Note, First Note, and Second Note and accrued interest of $32 into a total of 3,853,553 shares of the Company’s common stock. On the date of conversion, the Company (a) recorded the remaining discount of the note in the amount of $709 as accretion of debt discount, and (b) recorded the fair value of the additional 2,157,407 shares issued to L2 Capital in the amount of $5,739 as inducement expense. During the year ended December 31, 2017, the Company recorded accretion of debt discount of $165 (accretion of $78 and $709 in connection with the conversion of the Note) on the Notes. May 2017 Notes On May 1, 2017, the Company issued notes payable to two accredited investors in the aggregate amount of $330 (the “May 2017 Notes”) bearing interest at 10% per annum. The Company also issued to the holders of the May 2017 Notes warrants to purchase an aggregate of 360,000 shares of the Company’s common stock at an exercise price of $0.50 per share. These warrants expire five years from the date of issuance. The May 2017 Notes were convertible into the Company’s common stock only after an event of default. Events of default include failure to pay payments due under the May 2017 Notes, entrance into any bankruptcy or insolvency proceedings, failure to meet the obligations of any other notes payable in an amount exceeding $100, the Company’s stock being suspending for trading or delisted, losing the Company’s ability to deliver shares, or becoming more than 15 days delinquent on any filings required with the SEC. At any time the May 2017 Notes are outstanding the two investors are entitled to convert any outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at variable conversion price as defined in the agreement. The Company recorded an initial debt discount of $165, representing $65 related to an original issue discount and $100 representing the relative fair value of warrants issued to the note holders. The debt discount was amortized using the effective interest method. On September 29, 2017, the holders of the May 2017 Notes converted their notes with principal value of $330 and the related accrued interest of $14 into 327,382 shares of common stock. In connection with the conversion, the Company recorded the remaining note discount of $110 to accretion of debt discount. During the year ended December 31, 2017, the Company recorded accretion of debt discount of $165 (accretion of $55 and $110 in connection with the conversion of the May 2017 Note) on the May 2017 Notes. August 2017 Notes On August 9, 2017, the Company issued notes payable to two accredited investors in the aggregate amount of $330 (the “August 2017 Notes”), bearing interest at 10% per annum, with an aggregate original issuance discount of $35. The Company also issued to the holders of the August 2017 Notes warrants to purchase an aggregate of 360,000 shares of the Company’s common stock at an exercise price of $1.05 per share. These warrants expire five years from the date of issuance. At any time the August 2017 Notes are outstanding the two investors are entitled to convert any outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at $1.05 per share. The Company recorded a debt discount for (a) the original issue discount, (b) the relative fair value of the warrants issued, and (c) the intrinsic value of the beneficial conversion feature on the August 2017 Notes, in the amounts of $35, $135, and $160, respectively. The Company recorded the intrinsic value of the beneficial conversion feature as the effective conversion price of the August 2017 Notes were less than the fair value of the Company’s common stock on the date of issuance. The debt discounts were accreted using the effective interest method over the term of the August 2017 Notes. On December 8, 2017, the Company induced the holders of the August 2017 Notes to accept 7,600 additional shares of the Company’s common stock in connection with the conversion of the full balance of the August 2017 Notes. Accordingly, on December 8, 2017, the August 2017 Notes and related accrued interest of $11 were converted into a total of 462,000 shares of the Company’s common stock. On the date of conversion, the Company (a) recorded the remaining discount on the notes in the amount of $285 as accretion of debt discount, and (b) recorded the fair value of the additional shares issued to the holders of the August 2017 Notes in the amount of $21 as inducement expense. During the year ended December 31, 2017, the Company recorded amortization of debt discount of $330 (accretion of $45 and $285 in connection with the conversion of the August 2017 Note) on the August 2017 Notes. UAHC Note On August 18, 2017, the Company issued to UAHC Ventures, LLC, a Nevada limited liability company (“UAHC”), a secured convertible note (the “UAHC Note”) in the original principal amount of $2,410, bearing interest at 10% per annum, with an original issuance discount of $400 and reimbursed legal and accounting expenses of $10, and a warrant to purchase 861,905 shares of common stock of the Company at an exercise price of $1.05 per share. These warrants expire five years from the date of issuance. At any time beginning on the date that is six months from the issuance date until the outstanding balance of the UAHC Note has been paid in full, UAHC may, at its option, convert all or any portion of the outstanding balance into shares of common stock of the Company at a price of $1.05 per share. Management recorded a debt discount for (a) the original issue discount, (b) the relative fair value of the warrants issued and (c) the intrinsic value of the beneficial conversion feature on the UAHC Note in the amounts of $410, $819, and $1,181, respectively. The Company recorded the intrinsic value of the beneficial conversion feature as the effective conversion price of the UAHC Note was less than the fair value of the Company’s common stock on the date of issuance. The debt discounts were accreted using the effective interest method over the term of the UAHC Note. On December 7, 2017, the Company and UAHC entered into a Settlement Agreement (the “UAHC Settlement Agreement”). In accordance with the UAHC Settlement Agreement, the Company induced UAHC to accept 1,016,806 additional shares of the Company’s common stock in connection with the conversion of the full balance of the UAHC Note outstanding. On December 29, 2017, the Company and UAHC entered into a clarification and amendment agreement to clarify that, upon the reservation of the conversion shares with the Company’s transfer agent, the UAHC Note would be deemed converted in full. As part of the UAHC Settlement Agreement, the Company also increased the shares issuable to UAHC under its warrant. Accordingly, on December 7, 2017, UAHC converted the UAHC Note and accrued interest of $73 into a total of 3,381,816 shares of the Company’s common stock. On the date of conversion, the Company (a) recorded the remaining discount on the note of $2,408 as accretion of debt discount, and (b) recorded the fair value of the additional shares issued to UAHC and the additional value of the warrant in the amount of $6,989 as inducement expense. At the date of the inducement, UAHC requested that the shares not yet be issued due to ownership limitations. The conversion meets all of the requirements to be classified as an equity instrument. Accordingly, the conversion was recorded as additional paid-in capital. The shares were issued to UAHC during the three months ended March 31, 2018. During the year ended December 31, 2017, the Company recorded amortization of debt discount of $2,410 (accretion of $2 and $2,408 in connection with the conversion of the UAHC Note) on the UAHC Note. September 2017 Note On September 12, 2017, the Company issued a note payable to an accredited investor in the amount of $480 (the “September 2017 Note”), bearing interest at 10% per annum, with an original issue discount of $80, and a warrant to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $2 per share. The warrant expires three years from the date of issuance. The principal and all accrued and unpaid interest on the outstanding balance would have been due on September 12, 2019. Under the initial terms, from March 12, 2018 until the outstanding balance of the September 2017 Note has been paid in full, the holder may, at its option, convert all or any portion of the outstanding balance into shares of common stock of the Company at a price of $1.05 per share, which would be adjusted for any future issuances of equity that contain a lower per-share exercise price. Management recorded a debt discount for (a) the original issue discount, (b) the relative fair value of the warrants issued and (c) the intrinsic value of the beneficial conversion feature on the September 2017 Note in the amounts of $80, $275 and $125, respectively. The Company recorded the intrinsic value of the beneficial conversion feature as the effective conversion price of the September 2017 Note was less than the fair value of the Company’s common stock on the date of issuance. The debt discount was accreted using the effective interest method over the term of the September 2017 Note. On December 8, 2017, the Company induced the holder of the September 2017 Note to accept 16,864 additional shares of the Company’s common stock in connection with the conversion of the full balance of the September 2017 Note. Accordingly, on December 8, 2017, the September 2017 Note and related accrued interest of $11 were converted into a total of 672,000 shares of the Company’s common stock. On the date of the conversion, the Company (a) recorded the remaining discount on the note of $478 as accretion of debt discount, and (b) recorded the fair value of the additional shares issued to the holder of September 2017 Note in the amount of $46 as inducement expense. During the year ended December 31, 2017, the Company recorded amortization of debt discount of $480 (accretion of $2 and $478 in connection with the conversion of the September 2017 Note) on the September 2017 Note. May 2018 Notes On May 23, 2018, the Company entered into a securities purchase agreement with two accredited investors, pursuant to which the Company issued $840 in unsecured promissory notes for aggregate consideration of $700 (the “May 2018 Notes”). The outstanding balance of the May 2018 Notes is to be made in nine equal monthly installments beginning July 23, 2018. The May 2018 Notes were originally scheduled to mature on March 23, 2019. Subject to the terms and conditions set forth in the May 2018 Notes, the Company may prepay all or any portion of the outstanding balance at any time without pre-payment penalty. Upon the occurrence of an event of default, the outstanding balance of the May 2018 Notes shall immediately increase to 120% of the outstanding balance immediately prior to the event of default and become immediately due and payable. The Company did not make their monthly installment payment in December 2018. However, the Company entered into an amendment with one of the accredited investors to the May 2018 Notes on January 7, 2019 where the Lender has allowed the Company to forego their December 2018 payment and begin making payments on February 23, 2019. As a result, the Company is not in default as of December 31, 2018. On March 1, 2019, the other accredited investor waived the cross default provision that is in conjunction with the first accredited investor, which allowed the Company to not default as of December 31, 2018. June 2018 Note On June 1, 2018, the Company entered into a note purchase agreement with an accredited investor, pursuant to which the Company issued an unsecured promissory note in the amount of $3,600 (the “June 2018 Note”) for consideration of $3,000. The outstanding balance of the June 2018 Note is to be made in nine equal monthly installments beginning August 1, 2018. The June 2018 Note was originally scheduled to mature on April 1, 2019. Subject to the terms and conditions set forth in the June 2018 Note, the Company may prepay all or any portion of the outstanding balance at any time without pre-payment penalty. Upon the occurrence of an event of default, the outstanding balance of the June 2018 Note shall immediately increase to 120% of the outstanding balance immediately prior to the event of default and become immediately due and payable. August 2018 Note On August 31, 2018, the Company entered into a note purchase agreement with an accredited investor, pursuant to which the Company issued an unsecured promissory note in the amount of $1,062 (the “August 2018 Note”) for consideration of $1,000. The outstanding balance of the August 2018 Note had a maturity date of February 28, 2019 and was paid in full in December 2018. The August 2018 Note bore interest at a rate of 8% per annum and subject to the terms and conditions set forth in the August 2018 Note. The Company was able to prepay all or any portion of the outstanding balance at any time without pre-payment penalty. December 2018 Note On December 6, 2018, the Company entered into a note purchase agreement with an accredited investor, pursuant to which the Company issued an unsecured promissory note in the amount of $598 (the “December 2018 Note”) for consideration of $500. The outstanding balance of the December 2018 Note had a maturity date of May 6, 2019 and was paid in full in March 2019. The December 2018 Note bore interest at a rate of 8% per annum and subject to the terms and conditions set forth in the December 2018 Note, the Company may prepay all or any portion of the outstanding balance at any time without pre-payment penalty. Notes Payable Summary Notes payable consisted of the following: As of December 31, 2018 Principal Discount Net May 2018 Notes $ 400 $ (25 ) $ 375 June 2018 Note 2,448 (1,803 ) 645 December 2018 Note 351 (86 ) 265 Total notes payable $ 3,199 $ (1,914 ) $ 1,285 As of December 31, 2017, the Company had no notes payable outstanding. During the years ended December 31, 2018 and 2017, the Company recorded amortization of debt discount of $905 and $5,627, respectively. Modification of Notes Payable On October 24, 2018, the Company entered into an amendment to its June 2018 Note to (a) forego the installment payment due on November 1, 2018; (b) extend the maturity date of the note to May 1, 2019; and (c) increase the principal amount on the note by $48. On November 9, 2018, the Company entered into an amendment of one of its May 2018 Notes to (a) forego the installment payments due on November 23, 2018, December 23, 2018, and January 23, 2019; and (b) extend the maturity date of the note to June 23, 2019. In exchange for the amendment, the Company paid the holder of the note $11. On December 10, 2018, the Company entered into an amendment to its June 2018 Note to (a) forego the installment payment due on December 1, 2018; (b) extend the maturity date of the note to July 1, 2019; and (c) increase the principal amount on the note by $245. In addition to the changes in the payment terms of the June 2018 Note described above, the holder has agreed to change the convertibility terms of the June 2018 Note from a non-convertible note to a convertible note. The holder may elect to be paid in cash (within three trading days of notification) or shares of the Company’s common stock. If the holder elects to be paid in shares, the Company may choose to pay such redemption amount in either cash or shares at its election. Because the December 2018 amendment was considered a substantive change, the Company must treat the modification as an extinguishment of debt and determine the gain or loss on the exchange of instruments. Based on the analysis performed, the Company determined that there was a gain on extinguishment of debt of $1,875. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Note 5. Leases On August 9, 2016, the Company entered into a sublease agreement for an office lease in Durham, North Carolina. The lease commenced on September 1, 2016 and expires on January 31, 2020. Monthly rent was $6 for the first 12 -month period and $7 each month thereafter until expiration of the lease. A security deposit of $13 was required upon execution of the sublease. Lease rental expense totaled $20 and $17 during the period ended March 31, 2019 and 2018, respectively. Total future minimum payments required under the sublease agreement are as follows: Years ended December 31, Amount 2019 (remaining nine months) $ 62 2020 7 Total undiscounted minimum future lease payments $ 69 Less Imputed interest (3 ) Present value of operating lease liabilities $ 66 At March 31, 2019, the weighted average remaining lease term and discount rate for operating leases was 0.83 years and 10.8%, respectively. The Company’s lease agreement does not contain any material residual value guarantees or material restrictive covenants. Right of use asset Right of use asset is included in the unaudited condensed consolidated Balance Sheet are as follows: March 31, 2019 Non-current assets Right of use asset, operating lease, net of amortization $ 69 |
Common Stock and Warrant Issuan
Common Stock and Warrant Issuances | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Common Stock and Warrant Issuances | Note 6. Common Stock and Warrant Issuances Issuance of common stock During the three months ended March 31, 2019, the Company issued 160,500 shares of its common stock to consultants in exchange for services. These services were valued using the value of the shares issued of $60. During the three months ended March 31, 2018, the Company issued 448,551 shares of its common stock to consultants in exchange for services. These services were valued using the value of the shares issued of $839. Equity Purchase Agreement On August 30, 2018, the Company and Oasis Capital, LLC (formerly known as L2 Capital, LLC) (“Oasis Capital”), a Kansas limited liability company, entered into an equity purchase agreement (the “August Equity Purchase Agreement”), pursuant to which the Company may issue and sell to Oasis Capital from time to time up to $35,000 of the Company’s common stock that is registered with the SEC under a registration statement on a Form S–3. Pursuant to the August Equity Purchase Agreement, the Company may require Oasis Capital to purchase shares of common stock that is equal to the lesser of $500 and 200% of the average trading volume of the common stock in the ten prior trading days, upon the Company’s delivery of a put notice to Oasis Capital. Oasis Capital shall purchase such number of shares of common stock at a per share price that equals to the lowest volume weighted average trading price of the common stock during the five prior trading days multiplied by 93.5%. On November 30, 2018, the Company and Oasis Capital entered into an amendment (the “EPA Amendment”) to the August Equity Purchase Agreement. The EPA Amendment amends the aggregate value of the common stock that can be sold to Oasis Capital from $35,000 to $50,000. Subject to the terms of the EPA Amendment, the Company may by notice (a “Put Notice”) delivered to Oasis Capital require Oasis Capital to purchase a number of shares (the “Put Shares”) of the common stock that is equal to the lesser of $500 and 200% of the average trading volume of the common stock in the ten trading days immediately preceding the date of such Put Notice. The Amendment and EPA provide that the purchase price for such Put Shares will be the lowest traded price on the principal market for any trading day during the five trading days either following or beginning on the date on which Oasis Capital receives delivery of the Put Shares into its brokerage account, which period is referred to as the Valuation Period, multiplied by 95.0%. During the three months ended March 31, 2019, the Company issued 43,100,000 shares of its common stock in exchange for $2,154. Of that amount, $354 was applied directly as payment against the December 2018 Note. On March 28, 2019, the Company sold 7,500,000 shares of its common stock for proceeds of $346. Since the proceeds were collected in April 2019, the Company recorded a subscription receivable for this amount as of March 31, 2019. On April 16, 2019, the Company became ineligible to issue shares under its registration statement on Form S-3 as the aggregate market of the Company’s common stock held by non-affiliates was below the regulatory threshold of $75,000. In connection with this ineligibility, the Company’s August Equity Purchase Agreement was terminated. Warrants The following table summarizes information about shares issuable under warrants outstanding during the three months ended March 31, 2019: Warrant shares outstanding Weighted average exercise price Weighted average remaining life Intrinsic value Outstanding at January 1, 2019 5,477,975 $ 1.01 Issued - - Exercised - - Expired or cancelled - - Outstanding at March 31, 2019 5,477,975 $ 1.01 1.13 $ - Exercisable at March 31, 2019 5,477,975 $ 1.01 1.13 $ - | Note 8. Common Stock and Warrant Issuances Issuance of common stock During February and March 2017, the Company sold 1,625,000 shares of its common stock to accredited investors at a purchase price of $0.40 per share for total proceeds received of $650. In addition, for every share purchased, the Investors received detachable warrants, as follows: (i) one Series A Warrant; (ii) one Series B Warrant; and (iii) one Series C Warrant. During May 2017, the Company sold 1,250,000 shares of its common stock at a purchase price of $0.40 per share for total proceeds of $500. In addition, for every share purchased, the investors received detachable warrants, as follows: (i) one Series A Warrant; (ii) one Series B Warrant; and (iii) one Series C Warrant. Each Series A Warrant is exercisable for one share of common stock, for a period of three years at a price of $0.50 per share. Each Series B Warrant is exercisable for one share of common stock, for a period of three years at a price of $0.75 per share, and each Series C Warrant is exercisable for one share of common stock, for a period of three years at a price of $1.00 per share. On May 18, 2017, the Company issued 200,000 shares of its common stock in connection with an amendment to the Iliad Note valued at $118. During August and September, 2017, the Company issued 220,000 shares of its common stock in satisfaction of accounts payable of $401. On October 12, 2017 and November 30, 2017, the Company issued 347,400 shares and 88,700 shares, respectively, of its common stock in connection with the Management Agreements, as discussed in Note 12. During the year ended December 31, 2017, the Company received $395 from the exercise of warrants to purchase 665,000 shares of common stock. During the year ended December 31, 2017, the Company issued 7,028,588 shares of its common stock from the cashless exercise of warrants to purchase 3,012,186 shares of common stock. Due to provisions in one of the Company’s warrants that were exercised, it was possible for a cashless exercise to yield more shares than under a standard cash exercise. On January 17, 2018, the Company received $281 from the exercise of warrants to purchase 375,000 shares of common stock. On March 15, 2018, the Company received $80 from the issuance of 200,000 shares of common stock to an investor. On April 30, 2018, the Company received $313 from the exercise of warrants to purchase 625,000 shares of common stock. On May 2, 2018, the Company received $313 from the exercise of warrants to purchase 625,000 shares of common stock. During the year ended December 31, 2018, the Company issued an aggregate of 8,469,251 shares of common stock in exchange for the cashless exercise of warrants to purchase 3,954,530 shares of common stock. During the year ended December 31, 2018, the Company issued 2,387,273 shares of its common stock to consultants in exchange for services. These services were valued using the value of the shares issued of $2,272. During the year ended December 31, 2017, the Company issued 2,574,000 shares of its common stock to consultants in exchange for services. These services were valued using the value of the shares issued of $4,629. On December 7, 2017, a holder of one of the Company’s convertible notes payable converted their note but requested that the Company not issue the shares due to ownership limitation provisions. On February 6, 2018 and March 26, 2018, the ownership limitations were satisfied and the Company issued 3,381,816 shares of its common stock to this former note holder. On December 15, 2017, the Company sold 2,000,000 shares of its common stock in a private placement, but the owners of the shares requested that these shares not be issued due to ownership limitations. On June 20, 2018, the Company issued 750,000 of these shares. On July 13, 2018 and July 20, 2018, the Company issued the remaining shares not issued under the December private placement. Equity Purchase Agreement On August 30, 2018, the Company and L2 Capital, LLC (“L2 Capital”), a Kansas limited liability company, entered into an equity purchase agreement (the “August Equity Purchase Agreement”), pursuant to which the Company may issue and sell to L2 Capital from time to time up to $35,000 of the Company’s common stock that is registered with the SEC under a registration statement on a Form S–3. Pursuant to the August Equity Purchase Agreement, the Company may require L2 Capital to purchase shares of common stock that is equal to the lesser of $500 and 200% of the average trading volume of the common stock in the ten prior trading days, upon the Company’s delivery of a put notice to L2 Capital. L2 Capital shall purchase such number of shares of common stock at a per share price that equals to the lowest volume weighted average trading price of the common stock during the five prior trading days multiplied by 93.5%. On November 30, 2018, the Company and L2 Capital entered into an amendment (the “EPA Amendment”) to the August Equity Purchase Agreement. Under the August Equity Purchase Agreement, the Company has the right, but no obligation, to sell from time to time at its sole discretion to L2 Capital shares of the Company’s common up to $35,000. The EPA Amendment amends the aggregate value of the common stock that can be sold to L2 from $35,000 to $50,000. Subject to the terms of the EPA and Amendment, the Company may by notice (a “Put Notice”) delivered to L2 Capital require L2 Capital to purchase a number of shares (the “Put Shares”) of the common stock that is equal to the lesser of $500 and 200% of the average trading volume of the common stock in the ten trading days immediately preceding the date of such Put Notice. The Amendment and EPA provide that the Purchase Price for such Put Shares will be the lowest traded price on the Principal Market for any Trading Day during the five trading days either following or beginning on the date on which L2 Capital receives delivery of the Put Shares into its brokerage account, which period is referred to as the Valuation Period, multiplied by 95.0%. During the year ended December 31, 2018, the Company issued 33,650,000 shares of its common stock in exchange for $2,760. Of that amount, $1,312 was applied directly as payment against the August 2018 Note and the December 2018 Note. During the year ended December 31, 2018, the Company charged $301 against the Equity Purchase Agreement related to deferred financing costs from its previous equity purchase agreement, which was terminated concurrent with the commencement of the Equity Purchase Agreement. Warrants During February and March, 2017, the Company issued warrants to purchase 4,875,000 shares of the Company’s common stock in connection with private placements. One third of the warrants have an exercise price of $0.50 per share, one third of the warrants have an exercise price of $0.75 per share and one third of the warrants have an exercise price of $1.00 per share. All of the warrants expire three years from the date of issuance. On March 10, 2017, the Company issued a warrant to purchase 400,000 shares of the Company’s common stock to L2 Capital in connection with the March 2017 Equity Purchase Agreement. These warrants have an exercise price of $0.957 per share and expire on March 10, 2024. On May 1, 2017, the Company issued warrants to purchase 360,000 shares of the Company’s common stock to the holders of the May 2017 Notes. These warrants have an exercise price of $0.50 per share and expire on May 31, 2022. On May 18, 2017, the Company issued warrants to purchase 1,231,819 shares of the Company’s common stock to Iliad, in connection with the issuance of the Iliad Note. These warrants have an exercise price of $1.05 per share and expire on May 31, 2022. On December 8, 2017, in connection with the Iliad Settlement Agreement (see Note 9), the Company increased the number of shares issuable under this warrant to 1,724,547 shares and decreased the exercise price to $0.75 per share. The Company and Iliad also capped the number of shares issuable under a cashless exercise to 5,173,640 shares. On December 14, 2017, Iliad exercised 1,348,186 warrants on a cashless basis and received 5,173,640 shares of common stock. Iliad subsequently forfeited the remaining 376,361 warrant shares as the remaining warrants were no longer able to be exercised. On May 1, 2017, the Company issued warrants to purchase 3,750,000 shares of the Company’s common stock in connection with a private placement. One third of the warrants have an exercise price of $0.50 per share, one third of the warrants have an exercise price of $0.75 per share and one third of the warrants have an exercise price of $1.00 per share. All of the warrants expire three years from the date of issuance. In June 2017, the Company issued warrants to purchase 1,000,000 shares of the Company’s common stock in connection with a private placement. The warrants have an exercise price of $1.25 per share. All of the warrants expire three years from the date of issuance. On August 9, 2017, the Company issued warrants to purchase 360,000 shares of the Company’s common stock to the holders of the August 2017 Notes. The warrants have an exercise price of $1.05 per share and expire five years from the date of issuance. On December 7, 2017, the exercise price of these warrants was decreased to $0.75 per share due to down round provisions in the warrant and accordingly the Company issued additional 144,000 warrants. On August 18, 2017, the Company issued warrants to purchase 861,905 shares of the Company’s common stock to the holder of the UAHC Note. The warrants have an exercise price of $1.05 per share and expire five years from the date of issuance. On December 7, 2017, in connection with the UAHC Settlement Agreement (see Note 7), the Company increased the number of shares issuable under this warrant to 1,206,667 shares and decreased the exercise price to $0.75 per share. The Company and UAHC also capped the number of shares issuable under a cashless exercise to 3,620,001 shares. On September 1, 2017, in accordance with the terms of the warrant (see Note 7) upon the funding of the Second Note, the shares issuable under the warrants issued to L2 Capital on March 10, 2017 increased by 417,975 shares. All other terms remained the same. As described in Note 7, the fair value of the additional warrant shares were recorded as a discount on the Second Note. On September 8, 2017, L2 Capital exercised warrants to purchase 800,000 common shares on a cashless basis and the Company issued 620,282 shares of the Company’s common stock. Warrants On September 12, 2017, the Company issued a warrant to purchase 1,000,000 shares of the Company’s common stock to the holder of the September 2017 Note. The warrant has an exercise price of $2.00 per share and expires three years from the date of issuance. On September 29, 2017, the holders of the May 2017 Notes exercised their warrants to purchase 360,000 shares of the Company’s common stock on a cashless basis. The Company issued 226,666 shares of its common stock to these holders. On November 1, 2017, the Company received proceeds of $94 from the exercise of a warrant to purchase 125,000 shares at an exercise price of $0.75 per share. On January 17, 2018, the Company received $281 from the exercise of warrants to purchase 375,000 shares of common stock. On April 30, 2018, the Company received $313 from the exercise of warrants to purchase 625,000 shares of common stock. On May 2, 2018, the Company received $313 from the exercise of warrants to purchase 625,000 shares of common stock. During the year ended December 31, 2018, the Company issued an aggregate of 8,469,251 shares of common stock in exchange for the cashless exercise of warrants to purchase 3,954,530 shares of common stock. The following table summarizes information about shares issuable under warrants outstanding during the year ended December 31, 2018: Warrant shares outstanding Weighted average exercise price Weighted average remaining life Intrinsic value Outstanding at January 1, 2018 13,720,742 $ 1.49 Issued - Additional warrants issued for trigger of anti-dilution protection 1,000,000 $ 0.40 Exercised (5,579,530 ) $ 0.91 Expired or cancelled (3,663,237 ) $ 0.56 Outstanding at December 31, 2018 5,477,975 $ 1.01 1.37 $ - Exercisable at December 31, 2018 5,477,975 $ 1.01 1.37 $ - During the year ended December 31, 2018, the Company changed the exercise terms of certain of its warrants to allow for and induce a cashless exercise. During the year ended December 31, 2018, the Company recorded $139 in warrant modification expense due to the modifications. Deemed dividend On March 15, 2018, an anti-dilution protection feature in certain of the Company’s warrants was triggered, causing a decrease in the exercise price of those warrants from $4.50 to $0.40. In accordance with ASC 260-10-25, the Company has recorded a deemed dividend equal to the change in fair value of the warrants due to the decrease in exercise price in the amount of $2,514. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | Note 7. Stock–Based Compensation Issuance of restricted common stock – directors, officers and employees The Company’s activity in restricted common stock was as follows for the three months ended March 31, 2019: Number of shares Weighted average grant date fair value Non–vested at January 1, 2019 3,355,000 $ 1.46 Vested (704,999 ) $ 1.63 Non–vested at March 31, 2019 2,650,001 $ 1.41 For the three months ended March 31, 2019 and 2018, the Company has recorded $894 and $1,087, in employee and director stock–based compensation expense, which is a component of general and administrative expenses in the consolidated statement of operations and comprehensive loss. As of March 31, 2019, unamortized stock-based compensation costs related to restricted share arrangements was $1,573, and will be recognized over a weighted average period of 0.54 years. Stock options The following is a summary of the Company’s stock option activity for the three months ended March 31, 2019: Options Weighted average exercise price Weighted average Grant date fair value Weighted average remaining life Intrinsic value Outstanding – January 1, 2019 6,000,000 $ 0.71 $ 1.29 Granted – Exercised – Forfeited/Cancelled – Outstanding – March 31, 2019 6,000,000 $ 0.71 $ 1.29 0.84 $ – Exercisable – March 31, 2019 6,000,000 $ 0.71 $ 1.29 0.84 $ – As of March 31, 2019, there were no unrecognized compensation costs, as all outstanding stock options are fully vested. | Note 9. Stock–Based Compensation Issuance of restricted common stock – directors, officers and employees During the year ended December 31, 2017, the Company issued an aggregate of 4,150,000 shares of restricted common stock to certain employees and directors. The Company valued each award on its grant date and is expensing the grant date fair value of the 16-24 month vesting period. On January 15, 2018, the Company granted 10,000 shares of restricted common stock to an employee of the Company. The Company valued the award on its grant date and is expensing the grant date fair value over the 12 month vesting period. On March 1, 2018, the Company granted 750,000 shares of restricted common stock to Robert Lowrey in connection with his employment agreement to serve as the Company’s Chief Financial Officer. The Company valued the award on its grant date and is expensing the grant date fair value over the 24 month vesting period. On April 6, 2018, the Company granted 900,000 shares of restricted common stock to certain of its officers and directors in connection with the commencement of operations in Sweden. The Company valued the awards on their grant date and is expensing the grant date fair value over the 12 month vesting period. On April 6, 2018, the Company granted 600,000 shares of restricted common stock to Robert Ladd in connection with his employment agreement to serve as the Company’s Chief Executive Officer. The Company valued the award on its grant date and is expensing the grant date fair value over the 24 month vesting period. On May 31, 2018, Nolan Bushnell resigned as a Director of the Company. In connection with his resignation, Mr. Bushnell forfeited 550,000 shares of restricted common stock. On July 10, 2018, the Company granted 100,000 shares of restricted common stock to Stephen Schaeffer in connection with incentive compensation from his original employment agreement as President of Cryptocurrency Operations. A deployment benchmark was met, making Mr. Schaeffer eligible for the shares issuance. The Company valued the award on its grant date and is expensing the grant date fair value immediately as there is no vesting period. On August 1, 2018, the Company granted 250,000 shares of restricted common stock to Robert Lowrey in connection with his employment as Chief Financial Officer. The Company valued the award on its grant date and is expensing the grant date fair value over the 17 month vesting period. On September 17, 2018, the Company granted 100,000 shares of restricted common stock to a former employee in connection with the termination of their position and separation agreement. The Company valued the award on its grant date and is expensing the grant date fair value immediately as there is no vesting period. On September 30, 2018, the Company granted 50,000 shares of restricted common stock to an employee of the Company. The Company valued the award on its grant date and is expensing the grant date fair value over the 18 month vesting period. On December 31, 2018, the Company determined that certain of its executives and directors had not met their performance goals and required them to forfeit their restricted shares. The Company received and canceled 1,966,666 restricted shares. The Company’s activity in restricted common stock was as follows for the year ended December 31, 2018: Number of shares Weighted average grant date fair value Non–vested at January 1, 2018 3,850,000 $ 1.42 Granted 2,760,000 $ 1.33 Vested (2,705,000 ) $ 1.41 Forfeited (550,000 ) $ 1.06 Non–vested at December 31, 2018 3,355,000 $ 1.43 For the years ended December 31, 2018 and 2017, the Company has recorded $4,357 and $3,280, in employee and director stock–based compensation expense, which is a component of general and administrative expenses in the consolidated statement of operations and comprehensive loss. As of December 31, 2018, unamortized stock-based compensation costs related to restricted share arrangements was $2,466, and will be recognized over a weighted average period of 0.80 years. Stock options The following is a summary of the Company’s stock option activity for the year ended December 31, 2018: Options Weighted price Weighted average Grant date fair value Weighted average remaining life Intrinsic value Outstanding – January 1, 2018 6,000,000 $ 0.71 $ 1.29 4.62 Granted – Exercised – Forfeited/Cancelled – Outstanding – December 31, 2018 6,000,000 $ 0.71 $ 1.29 3.62 $ – Exercisable – December 31, 2018 6,000,000 $ 0.71 $ 1.29 3.62 $ – On August 14, 2017, in connection with the new employment agreement with Mr. McAfee, the Company modified his stock options to (a) extend the term of the stock options to August 14, 2022 and (b) to make the stock options immediately exercisable. In connection with this modification, the Company recognized the incremental value of the modified stock options of $37 as stock-based compensation, which is included below. For the year ended December 31, 2018 and 2017, the Company has recorded $0 and $7,094, respectively, in stock option related stock-based compensation expense, which is a component of general and administrative expenses in the consolidated statement of operations and comprehensive loss. As of December 31, 2018, there were no unrecognized compensation costs, as all outstanding stock options are fully vested. |
Non-Controlling Interest
Non-Controlling Interest | 12 Months Ended |
Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interest | Note 10. Non–Controlling Interest At December 31, 2018, the Company’s non–controlling interest was as follows: January 1, 2017 $ (22 ) Non-controlling share of net loss - January 1, 2018 $ (22 ) Reclassification of non-controlling interest to accumulated deficit 22 December 31, 2018 $ - |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes Significant components of deferred tax assets were as follows: As of December 31, 2018 2017 U.S. federal tax loss carry–forward $ 12,705 $ 10,174 U.S. State tax loss carry–forward 1,052 766 U.S. federal capital loss carry–forward - - Equity based compensation 7,764 3,117 Fixed assets, intangible assets and goodwill 2,224 496 Long-term investments 969 870 Total deferred tax assets 24,714 15,423 Less: valuation allowance (24,714 ) (15,423 ) Net deferred tax asset $ — $ — As of December 31, 2018, the Company had the following tax attributes: Amount Begins to expire U.S. federal net operating loss carry–forwards $ 60,502 Fiscal 2023 U.S. State net operating loss carry–forwards 44,382 Fiscal 2031 As it is not more likely than not that the resulting deferred tax benefits will be realized, a full valuation allowance has been recognized for such deferred tax assets. For the year ended December 31, 2018, the valuation allowance increased by $9,291. Federal and state laws impose substantial restrictions on the utilization of tax attributes in the event of an “ownership change,” as defined in Section 382 of the Internal Revenue Code. As of December 31, 2018, the Company performed a high level review of its changes in ownership and determined that a change of control event likely occurred under Section 382 of the Internal Revenue Code and the Company’s net operating loss carryforwards are likely to be limited. The Company has recorded the necessary provisional adjustments in its consolidated financial statements in accordance with its current understanding of the Tax Act and guidance currently available as of this filing and recorded a provisional reduction of $10,743 to its gross deferred tax assets in the fourth quarter of 2017, the period in which the legislation was enacted. The provisional reduction was fully offset by an equal reduction in the Company’s valuation allowance given the Company’s historical net losses, resulting in no net income tax expense being recorded. The provision for/ (benefit from) income tax differs from the amount computed by applying the statutory federal income tax rate to income before the provision for/(benefit from) income taxes. The sources and tax effects of the differences are as follows: For the Years Ended December 31, 2018 2017 Expected Federal Tax (21.0 )% (34.0 )% State Tax (Net of Federal Benefit) (2.4 ) (5.5 ) Accretion of notes payable discount 0.9 4.4 Inducement expense - 15.9 Stock-based compensation - 10.5 Other permanent differences - 0.2 True up of prior year deferred tax assets (3.2 ) 1.3 Change in federal and state tax rates - 18.4 Note Extinguishment (1.3 ) - Change in valuation allowance 27.0 (11.2 ) Effective rate of income tax - % - % The Company files income tax returns in the U.S. federal jurisdiction, New York State, North Carolina and New Jersey jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non–U.S. income tax examinations by tax authorities for years before 2013. The Company was previously delinquent in the filing of its U.S. federal and state income tax returns for the years ended December 31, 2016 and 2015. The Company filed these returns on August 10, 2018. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 8. Commitments and Contingencies Operating commitments On October 23, 2018, the Company entered into a hosting agreement (“Hosting Agreement”) with a hosting facility in Colorado where the mining machines have been relocated from Sweden into the U.S. Pursuant to the Hosting Agreement, the service provider will provide a facility to host the Company’s Bitcoin computing servers. The Hosting Agreement states that after payment of an initial fee of $170, all future amounts due to the service provider will be calculated based on electricity consumed by the Company’s 2,500 miners, as determined via separate metered connections on two transformers. The Hosting Agreement commenced on November 1, 2018 and terminates on November 1, 2020. Legal There have not been any material updates to the Company’s legal proceedings, as disclosed in the Company’s Form 10-K, as filed with the SEC on April 16, 2019. | Note 12. Commitments and Contingencies Operating commitments On October 23, 2018, the Company entered into a hosting agreement with a hosting facility in Colorado through November 1, 2010. The Company is also negotiation a formal management agreement with a mining operation in Ohio. The Company has shipped its mining machines to those locations. Operating leases On August 9, 2016, the Company entered into a sublease agreement for an office lease in Durham, North Carolina. The lease commenced on September 1, 2016 and expires on January 31, 2020. Monthly rent was $6 for the first 12 -month period and $7 each month thereafter until expiration of the lease. A security deposit of $13 was required upon execution of the sublease. Prior to the sublease, the Company paid $4 per month of office rent. Lease rental expense totaled $77 and $110 during the years ended December 31, 2018 and 2017, respectively. Total future minimum payments required under the sublease agreement are as follows: Years ended December 31, Amount 2019 $ 85 2020 7 Total $ 92 Management agreements On October 12, 2017, MGT entered into two management agreements with two accredited investors, Deep South Mining LLC and BDLM, LLC. On November 21, 2017, the Company entered into a third management agreement with another accredited investor, Buckhead Crypto, LLC (“Buckhead Crypto”) (all three accredited investors together are “Users”, each agreement a “Management Agreement”, and all three agreements together are “Management Agreements”). Each of the Users agreed on substantially similar terms to purchase an aggregate of 2,376 Bitmain Antminer S9 mining computers (the “Bitcoin Hardware”) for a total of $3,650 to mine Bitcoin with the Company acting as the exclusive manager for each of the Users. In addition, the Users have agreed to pay to the Company, in advance, the first three months of expected electricity costs of the Bitcoin mining operations in the sum of $691, which is included in Other Payables on the Company’s consolidated balance sheet as of December 31, 2017. Initial electricity cost for the first three months following delivery of the Bitcoin Hardware shall be reimbursed to the Users within the first three months of operation. Each Management Agreement is in effect for 24 months from the date that the Bitcoin Hardware begins mining operations, and may be terminated by mutual written agreement. Pursuant to the Management Agreements, the Company shall provide for installation, hosting, maintenance and repair and provide ancillary services necessary to operate the Bitcoin Hardware. In accordance with each of the Management Agreements, each of the Users will gain a portion of the Bitcoin mined called the user distribution portion (“User Distribution Portion”). The User Distribution Portion is 50% of the amount of Bitcoin mined net of the operating fee (10% of the total Bitcoin mined) and the electricity cost. Furthermore, upon execution of the Management Agreements, as an incentive to the Users, the Company issued to the Users an aggregate of 436,100 shares of the Company’s common stock and a Series F warrant to purchase 436,100 shares of the Company’s common stock at an initial exercise price of $2.00 per share exercisable for a period of three years to the Users. The Company issued the shares of common stock and issued all three Series F warrants for the benefits of the three Users on the respective dates of the execution of the Management Agreements. On February 28, 2018, the Company and Buckhead Crypto terminated their Management Agreement. The Company purchased the Bitcoin mining machines for $767 and refunded prepaid electricity paid by Buckhead Crypto of $133. On February 13, 2018, the Company entered into a new management agreement with a third party with terms similar to the other Management Agreements. The third party agreed to purchase 200 Bitmain Antminer S9 mining computers for a total of $428 to mine Bitcoin with the Company acting as the exclusive manager. This management agreement is in effect for 24 months from the date that the Bitcoin Hardware begins mining operations, and may be terminated by mutual written agreement. As of December 31, 2018 and December 31, 2017, the Company owed $0 and $0, respectively, to the Users as the User Distribution Portion under the Management Agreements. Collaborative Ventures On August 14, 2018, the Company entered into a collaborative venture with a third party cryptocurrency miner to develop a fully contained crypto currency mining pod (the “POD5 Agreement”). Pursuant to the POD5 Agreement, the Company will assist with the design and development of the pods. The Company will retain naming rights to the pods and receive royalty payments from the third party in exchange for providing capital as well as engineering and design expertise. As an inducement to enter into the POD5 Agreement, the Company paid $25 to the third party and issued the third party 200,000 shares of the Company’s common stock, the value of which is included in general and administrative expenses. As of April 16, 2019, no further development has occurred under this agreement. Legal In September 2016, various shareholders in the Company filed putative class action lawsuits against the Company, its president and certain of its individual officers and directors. The cases were filed in the United States District Court for the Southern District of New York and alleged violations of federal securities laws and seek damages. On April 11, 2017, those cases were consolidated into a single action (the “2016 Securities Class Action”) and two individual shareholders were appointed lead plaintiffs by the Court. On June 30, 2017, the lead plaintiffs filed an amended complaint. On August 29, 2017, the defendants moved to dismiss the amended complaint, which the plaintiffs opposed. The Court heard oral argument on the motion to dismiss on February 7, 2018. On February 27, 2018, the Court issued a Memorandum and Order dismissing the 2016 Securities Class Action in its entirety, with prejudice. The time for plaintiffs to file a notice of appeal expired on March 30, 2018. Separately, on September 15, 2016, the Company received a subpoena from the SEC and in December 2017, the Company’s former Chief Executive Officer and President received a subpoena from the SEC. The Company has cooperated fully with the SEC and its staff in a timely manner. The Company intends to fully comply with any additional requests the Company may receive from the SEC in the future. On January 24, 2017, the Company was served with a summons and complaint filed by plaintiff shareholder Atul Ojha in New York state court against certain officers and directors of the Company, and naming the Company as a nominal defendant. The lawsuit is styled as a derivative action (the “Ojha Derivative Action”) and was originally filed (but not served on any defendant) on October 15, 2016. The Ojha Derivative Action substantively alleges that the defendants, collectively or individually, inadequately managed the business and assets of the Company resulting in the deterioration of the Company’s financial condition. The Ojha Derivative Action asserts claims including, but not limited to, breach of fiduciary duties, unjust enrichment and waste of corporate assets. On February 27, 2017, the parties to the Ojha Derivative Action executed a stipulated stay of proceedings pending resolution of the 2016 Securities Class Action. Shortly after issuance of the February 27, 2018, ruling dismissing the 2016 Securities Class Action, the parties to the Ojha Derivative Action agreed to extend the stay indefinitely, with the plaintiff having the option to vacate the stay on thirty days’ notice. Should the plaintiff seek to vacate the stay, the Company will address and defend the Ojha Derivative Action. On September 7, 2018, the SEC commenced a legal action in the United States District Court for the Southern District of New York (the “SEC Action”) which asserts civil charges against multiple individuals and entities who are alleged to have violated the securities laws by engaging in pump-and-dump schemes in connection with certain microcap stocks and three unidentified companies. The Company is one of the three unidentified companies but is not named as a defendant. However, the SEC named as defendants Robert Ladd, the Company’s former Chief Executive Officer and President, as well as certain individuals alleged to have participated in the schemes while they were stockholders in the Company, among others. The SEC filed an amended complaint in the SEC Action on March 8, 2019. The Company, through its counsel, is monitoring the progress of the SEC Action. In September 2018 and October 2018, various shareholders of the Company filed putative class action lawsuits against the Company, its former Chief Executive Officer and certain of its individual officers and shareholders, alleging violations of federal securities laws and seeking damages (the “2018 Securities Class Actions”). The 2018 Securities Class Action followed and referenced the allegations made against the Company’s former Chief Executive Officer and others in the SEC Action. The first putative class action lawsuit was filed on September 28, 2018, in the United States District Court for the District of New Jersey, and alleges that the named defendants engaged in a pump-and-dump scheme to artificially inflate the price of the Company’s stock and that, as a result, defendants’ statements about the Company’s business and prospects were materially false and misleading and/or lacked a reasonable basis at relevant times. The second putative class action was filed on October 9, 2018, in the United States District Court for the Southern District of New York and makes similar allegations. The Company intends to defend against the 2018 Securities Class Actions vigorously. In November 2018, the Company’s board received a shareholder demand letter dated November 6, 2018, from shareholders Nicholas Fulton and Kelsey Thacker (the “Fulton Demand”). The Fulton Demand referenced the SEC Action and the allegations therein, and demanded that the board take action to investigate, address and remedy the allegations raised in the SEC Action. The Company’s counsel has communicated with counsel for the shareholders, advising them concerning the existence and status of the 2018 Securities Class Actions, the Ojha Derivative Action, and the Thomas Derivative Action (defined below). Shareholders’ counsel has indicated a general willingness to defer further action until resolution of the 2018 Securities Class Actions, and counsel continue to communicate concerning the details. On December 12, 2018, a shareholder derivative action was filed by shareholder Bob Thomas against the Company and certain of its current and former directors, officers and shareholders in New York state court, alleging breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste and seeking declaratory relief and damages (the “Thomas Derivative Action”). The underlying allegations in the Thomas Derivative Action largely repeat the allegations of wrongdoing in the 2018 Securities Class Actions. Based on recent communications between the Company’s counsel and plaintiff’s counsel in the Thomas Derivative Action, plaintiff intends to seek consolidation of this case with the Ojha Derivative Action, and then to stay the consolidated derivative action pending resolution of the 2018 Securities Class Actions. The Company-related defendants’ time to respond to the Thomas Derivative Action has been extended until thirty days after the Court rules on plaintiff’s motion. With respect to the Thomas Derivative action plaintiffs’ counsel have indicated that they intend to move for an order consolidating the Thomas Derivative action with the shareholder derivative action captioned Oiha v. Ladd, et al., Index No. 65647/2016 (New York Supreme Court, Westchester County) and staying the consolidated action pending resolution of the pending parallel class actions captioned Klinabera v. MGT Capital Investments, et al. No. 2:18-cv-14380 (United States District Court, District of New Jersey), and Guver v. MGT Capital Investments. Inc., et al. No. 1:18-cv-09228 (United States District Court, Southern District of New York). Plaintiffs’ counsel in the Thomas Derivative action have also extended the Company’s time to respond to the complaint until 30 days after the Court rules on that motion. The Company believes that the claims in the actions filed against the Company are without merit and intends to vigorously defend against these actions. Employment agreements On March 8, 2018, the Company entered into an employment with Robert Lowrey, effective March 1, 2018. Mr. Lowrey’s employment agreement provides that he has been appointed for an initial term of two years. Mr. Lowrey is entitled to receive an annualized base salary of $240. Mr. Lowrey will also receive a one-time signing bonus of $10. Mr. Lowrey is also eligible for a cash and/or equity bonus as the Compensation Committee may determine, from time to time, based on meeting performance objectives and bonus criteria to be mutually identified by Mr. Lowrey and the Compensation Committee. In connection with the execution of his employment agreement, the Company issued to Mr. Lowrey 750,000 shares of the Company’s restricted common stock, pursuant to the Company’s 2016 Stock Option Plan vesting over a two year period. On April 1, 2018, the Company entered into an Amended and Restated Executive Employment Agreement (the “Employment Agreement”) with Robert Ladd, which was executed on April 6, 2018. The Employment Agreement provides that Mr. Ladd has been reappointed for an initial term of two years. Mr. Ladd is entitled to receive an annualized base salary of $360 and is also eligible for a cash and/or equity bonus as the Compensation Committee may determine, from time to time, based on meeting performance objectives and bonus criteria to be mutually identified by Mr. Ladd and the Compensation Committee. In connection with the execution of the Employment Agreement, the Company issued to Mr. Ladd 600,000 shares of the Company’s restricted common stock, pursuant to the Company’s 2016 Stock Option Plan, vesting over a two year period. On September 10, 2018, Mr. Ladd took an indefinite leave of absence from the Company in order to focus on allegations levied against him in an SEC complaint filed on September 7, 2018. On July 11, 2018, the Company entered into an Amended and Restated Executive Employment Agreement with Stephen Schaeffer. The agreement provides that Mr. Schaeffer has been appointed Chief Operating Officer of the Company. Mr. Schaeffer will continue to serve as President of Cryptocurrency Operations, the position for which he was originally hired for a term of two years in an Executive Employment Agreement dated August 15, 2017. Mr. Schaeffer is entitled to receive an annualized base salary of $250 and is also eligible for a cash and/or equity bonus as the Compensation Committee may determine, from time to time, based on meeting performance objectives and bonus criteria to be mutually identified by Mr. Schaeffer and the Compensation Committee. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13. Related Party Transactions Janice Dyson, wife of John McAfee, the Company’s former Chief Cybersecurity Visionary, is the sole director of Future Tense Secure Systems, Inc. (“FTS”) and owns 33% of the outstanding common shares of FTS. On March 3, 2017, the Company purchased from FTS its 46% ownership interest Demonsaw for 2,000,000 shares of MGT common stock. The Company recorded the purchase using the fair value of the common shares provided of $2,500 and immediately impaired the equity method investment during the three months ended March 31, 2017. On May 9, 2016, the Company entered a consulting agreement with FTS, pursuant to which FTS would provide advice, consultation, information and services to the Company including assistance with executive management, business and product development and potential acquisitions or related transactions. On January 26, 2018, the Company terminated its agreement with FTS. During the year ended December 31, 2018 and 2017, the Company recorded consulting fees of $137 and $360, respectively, to FTS for such services. As of December 31, 2018, the Company owed $0 to FTS. |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | ||
Employee Benefit Plans | Note 9. Employee Benefit Plans The Company maintains defined contribution benefit plans under Section 401(k) of the Internal Revenue Code covering substantially all qualified employees of the Company (the “401(k) Plan”). Under the 401(k) Plan, the Company may make discretionary contributions of up to 100% of employee contributions. During the three months ended March 31, 2019 and 2018, the Company made contributions to the 401(k) Plan of $4 and $18, respectively. | Note 14. Employee Benefit Plans The Company maintains defined contribution benefit plans under Section 401(k) of the Internal Revenue Code covering substantially all qualified employees of the Company (the “401(k) Plan”). Under the 401(k) Plan, the Company may make discretionary contributions of up to 100% of employee contributions. During the year ended December 31, 2018 and 2017, the Company made contributions to the 401(k) Plan of $18 and $10, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 10. Subsequent Events The Company has evaluated the impacts of subsequent events through May 17, 2019, and has determined that no such events occurred that were required to be reflected in the unaudited condensed consolidated financial statements, except as described within the above notes and described below. Modification of Notes Payable On April 9, 2019, the Company entered into an amendment to one of its May 2018 Notes to (a) forego the installment payments due on February 23, 2019 and March 23, 2019; and (b) extend the maturity date of the note to August 15, 2019. In exchange for the amendment, the Company compensated the holder of the note by increasing the outstanding principal due by $50. On May 10, 2019, the two holders of the May 2018 Notes assigned and sold all notes to a single unaffiliated investor. On the same date, the Company and new investor executed a letter agreement to amend the terms of the May 2018 Notes to allow the new investor to convert the total outstanding principal amount of $421 into shares of the Company’s common stock, at a price equal to 70% of the lowest trading price during the 20 days preceding the conversion dates, or any lower price made available to any other holder of the Company’s securities. This amendment also eliminates the Company’s mandatory monthly amortization payments and extended the maturity of the May 2018 Notes until August 15, 2019. After such date, and within 10 business days, any outstanding balance shall be satisfied, at the Company’s election, either with: cash, common stock conversion or any combination thereof. On May 15, 2019, the Company issued 10,568,087 shares of its common stock pursuant to the full conversion of the May 2018 Notes. Also on May 10, 2019, the Company executed a letter agreement with the holder of the June 2018 Note to amend the terms of the June 2018 Notes to allow the holder to covert the total outstanding principal amount of $3,159 into shares of the Company's common stock, at a price equal to 70% of the lowest trading price during the 20 day preceding the conversion dates, or any lower price made available to any other holder of the Company’s securities. This amendment also eliminates the Company's mandatory monthly amortization payments and extended the maturity of the June 2018 Note until December 15, 2019. After such date, and within 10 business days, any outstanding balance shall be satisfied, at the Company’s election, either with: cash, common stock conversion, or any combination thereof. Modification of Warrants On May 9, 2019, the Company reached a modification agreement with the holder of six separate warrants entitling the holder to purchase a total of 4,000,000 shares of the Company’s common stock at prices of between $0.50 per share and $2.00 per share at various times until September 2022. In return for the immediate exercise of all warrants, the holder was permitted to exercise at a price of $0.03 per share, or $120. Sale of Preferred Stock On April 12, 2019, the Company’s Board of Directors approved the authorization of 200 shares of Series C Convertible Preferred Stock with a par value of $0.001 and a stated value of $10,000 per share (“Preferred Shares”). The holders of the Preferred Shares are not entitled to vote their shares or receive dividends. At any time prior to the one-year anniversary from the issuance date, the Company may redeem the Preferred Shares at 1.4 times the stated value, following which the Company may redeem the Preferred Shares at 1.2 times the stated value. Each Preferred Share is convertible into shares of the Company’s common stock in an amount equal to the greater of: (a) 200,000 shares of common stock or (b) the amount derived by dividing the stated value by the product of 0.7 times the market price of the Company’s common stock, defined as the lowest trading price of the Company’s common stock during the ten day period preceding the conversion date. The holder may not convert any Preferred Shares if the total amount of shares, together with holdings of its affiliates, following a conversion shall exceed 9.99% of the Company’s common stock. The common shares issued upon conversion have been registered under the Company’s registration statement on Form S-3. On April 12, 2019, the Company sold 190 Preferred Shares for $1,900. During April and May 2019, holders of the preferred shares converted 35 of their Preferred Shares into 8,463,465 shares of common stock. Sale of Common Stock On April 12, 2019, the Company entered into a purchase agreement with an accredited investor whereby it sold 17,500,000 shares of its common stock for $525 pursuant to the Company’s registration statement on Form S-3. The holder of these shares is also the holder of the June 2018 Note and an affiliate of the holder of 150 shares of the Preferred Shares. Equity Purchase Agreement Subsequent to March 31, 2019, through April 16, 2019, the Company issued 23,900,000 shares of its common stock under the Equity Purchase Agreement in exchange for $1,575. Hosting Agreement On May 10, 2019, the Company, N 4 th Under the terms of the Agreement, the Company agreed to provide the necessary hardware to conduct Bitcoin mining at the Facility. In addition, the Company is required to deliver a security deposit in the amount of $240,000 to the Service Provider (the “Security Deposit”). The Service Provider agreed, among other things, to provide necessary hosting capacity, equipment, infrastructure and electricity to operate the mining hardware at the Facility. The Operator agreed, among other things, to and maintain the Facility in accordance with prudent industry standards (as defined in the Agreement) and to maintain the hardware. The Service Provider is required to disburse on a monthly basis: (i) the total electricity costs to the utility provider; (ii) 10% of Gross Profits (as defined in the Agreement) to the Operator; (iii) the Net Profits (as defined in the Agreement) such that 10% of all Gross Profits shall be paid to the Company, 40% of all Gross Profits shall be paid to Service Provider, and 40% of all Gross Profits will be paid into the Security Deposit account until such time as the Security Deposit is paid in full; and (iv) subsequent to the satisfaction of the Security Deposit, Net Profits equally between the Company and the Service Provider. Employment Agreements On May 1, 2019, the Company’s board of directors reappointed Mr. Robert Ladd as Chief Executive Officer of the Company. Mr. Ladd’s previous employment agreement with the Company remains in effect. On May 13, 2019, Stephen Schaeffer, the Company’s Chief Operating Officer, resigned effective May 10, 2019. In connection with his resignation, Mr. Schaeffer and the Company entered into a resignation and release agreement dated May 13, 2019 (the “Resignation Agreement”), pursuant to which Mr. Schaeffer’s Executive Employment Agreement, dated August 15, 2017 was terminated. The Resignation Agreement provides that Mr. Schaeffer will be paid a lump sum of $100,000, net of appropriate payroll and withholding deductions. In addition, the Resignation Agreement provides for the immediate vesting of 440,000 shares of common stock previously granted to Mr. Schaeffer under the Company’s 2016 Stock Equity Plan and for Company-paid COBRA health insurance coverage. Management Agreements On May 2, 2019, the Company entered into amended management agreements with two accredited investors, Deep South Mining LLC and BDLM, LLC (the “Users”). The Users’ miners shall be reconnected and resume mining Bitcoin upon execution of these agreements. Due to wear and tear, the parties acknowledge the Users’ Bitcoin Hardware consist of 1,800 Bitmain Antminer S9 mining computers, collectively. | Note 15. Subsequent Events The Company has evaluated the impacts of subsequent events through April 16, 2019, and has determined that no such events occurred that were required to be reflected in the consolidated financial statements, except as described within the above notes and described below. Modification of Notes Payable On January 7, 2019, the Company entered into an amendment to its May 2018 Notes to (a) forego the installment payments due on December 23, 2018 and January 23, 2019; (b) extend the maturity date of the note to May 23, 2019; (c) pay the Lender an extension fee in the amount of $21 and (d) give the Company the option of paying each installment payment in shares of common stock at a price equal to 80% of the lowest volume weighted average price for the previous 10 trading days. On January 28, 2019, the Company entered into an amendment to its June 2018 Note to (a) forego the installment payment due on January 1, 2019, February 1, 2019, and March 1, 2019; (b) extend the maturity date of the note to October 1, 2019; and (c) to increase the principal amount on the note by $527. Shares issued to consultants Subsequent to December 31, 2018 through April 16, 2019, the Company issued 190,500 shares of its common stock to consultants in exchange for services. Equity Purchase Agreement Subsequent to December 31, 2018, through April 16, 2019, the Company issued 67,000,000 shares of its common stock under the Equity Purchase Agreement in exchange for $3,277. Sale of Preferred Stock On April 12, 2019, the Company’s Board of Directors approved the authorization of 200 shares of Series C Convertible Preferred Stock with a par value of $0.001 and a stated value of $10,000 per share (“Series C Preferred Shares”). The holders of the Preferred Shares are not entitled to vote their shares or receive dividends. At any time prior to the one-year anniversary from the issuance date, the Company may redeem the Series C Preferred Shares at 1.4 times the Stated Value, following which the Company may redeem the Series C Preferred Shares at 1.2 times the Stated Value. Each Series C Preferred Share is convertible into shares of the Company’s common stock in an amount equal to the greater of: (a) 200,000 shares of common stock or (b) the amount derived by dividing the Stated Value by the product of 0.7 times the market price of the Company’s common stock, defined as the lowest trading price of the Company’s common stock during the ten day period preceding the conversion date. The holder may not convert any Series C Preferred Shares if the total amount of shares, together with holdings of its affiliates, following a conversion shall exceed 9.99% of the Company’s commons stock. The common shares issued upon conversion have been registered under the Company’s registration statement on Form S-3. On April 12, 2019, the Company sold 190 Series C Preferred Shares for $2,000. Sale of Common Stock On April 12, 2019, the Company entered into a Purchase Agreement with an accredited investor whereby it sold 17,500,000 shares of its common stock for $525 pursuant to the Company’s registration statement on Form S-3. Settlement Agreement On March 22, 2019, the Company entered into a settlement agreement to terminate its Data Center Hosting Agreement in Washington. The Company conveyed its ownership of its mining assets located in the hosting facility for full satisfaction of $77k in outstanding hosting service fees. |
Financial Statement Correction
Financial Statement Correction of an Immaterial Misstatement | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Financial Statement Correction of an Immaterial Misstatement | Note 16. Financial Statement Correction of an Immaterial Misstatement During the first quarter of 2019, the Company identified certain adjustments required to correct balances within notes payable, accretion of debt discount, and the gain on extinguishment of debt relating to the modification to the June 2018 Note that had occurred on December 10, 2018. The Company had incorrectly calculated the fair value of the June 2018 Note as the date of its modification, which in turn, led the Company to calculate an incorrect gain on extinguishment and an incorrect accretion of debt discount. The errors discovered resulted in an overstatement of the Company’s notes payable balance of $566 as of December 31, 2018, and an overstatement of the accretion of debt discount of $14 and understatement on the gain on extinguishment of $580 for the year ended December 31, 2018. Based on an analysis of Accounting Standards Codification (“ASC”) 250 – “Accounting Changes and Error Corrections” (“ASC 250”), Staff Accounting Bulletin 99 – “Materiality” (“SAB 99”) and Staff Accounting Bulletin 108 – “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”), the Company determined that these errors were immaterial to the previously-issued consolidated financial statements for the year ended December 31, 2018. In accordance with ASC 250, the Company has corrected these immaterial errors to its consolidated financial statements as of and for the year ended December 31, 2018 presented in this registration statement. The effect on these revisions on the Company’s consolidated balance sheet and consolidated statement of operations and comprehensive loss as of and for the year ended December 31, 2018 is as follows: As previously reported at December 31, 2018 Adjustment As revised at December 31, 2018 Notes payable, net of discount $ 1,851 $ (566 ) $ 1,285 Total current liabilities 2,398 (566 ) 1,832 Total liabilities 2,398 (566 ) 1,832 Accumulated deficit (405,285 ) 566 (404,719 ) Total stockholders’ deficit (1,875 ) 566 (1,309 ) As previously reported for the year ended December 31, 2018 Adjustment As revised for the year ended December 31, 2018 Accretion of debt discount $ (905 ) $ (14 ) $ (919 ) Gain on extinguishment of debt 1,295 580 1,875 Total other non-operating income 74 566 640 Net loss (23,849 ) 566 (23,283 ) Net loss attributable to common stockholders (26,363 ) 566 (25,797 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Principles of Consolidation | Principles of consolidation The unaudited condensed consolidated financial statements include the accounts of MGT and MGT Sweden AB. All intercompany transactions and balances have been eliminated. | Principles of consolidation The consolidated financial statements include the accounts of MGT and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. Non-controlling interest represents the non-controlling equity investment in MGT subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non-controlling interest. During the first quarter of 2019, the Company dissolved all of its wholly owned subsidiaries excluding MGT Sweden AB. In addition, the non-controlling equity interest in M2P Americas, Inc., including the minority investors’ share of the net operating results and other components of equity relating to the non-controlling interest was also dissolved. |
Reclassification | Reclassification Certain amounts in prior periods have been reclassified to conform to current period presentation. These reclassifications had no effect on the previously reported net loss. | |
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions | Use of estimates and assumptions and critical accounting estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and also affect the amounts of revenues and expenses reported for each period. Actual results could differ from those which result from using such estimates. Management utilizes various other estimates, including but not limited to determining the estimated lives of long-lived assets, determining the potential impairment of intangibles and other long-lived assets, the fair value of warrants issued, the fair value of conversion features, the recognition of revenue, the valuation allowance for deferred tax assets and other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary. | Use of estimates and assumptions and critical accounting estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and also affect the amounts of revenues and expenses reported for each period. Actual results could differ from those which result from using such estimates. Management utilizes various other estimates, including but not limited to determining the estimated lives of long-lived assets, determining the potential impairment of intangibles and other long-lived assets, the fair value of warrants issued, the fair value of stock options, the fair value of conversion features, the fair value of the deemed dividend, the recognition of revenue, the valuation allowance for deferred tax assets and other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary. |
Beneficial Conversion Feature of Convertible Notes Payable | Beneficial conversion feature of convertible notes payable The Company accounts for convertible notes payable in accordance with guidelines established by the Financial Accounting Standards Board (“FASB”) ASC Topic 470-20, “Debt with Conversion and Other Options”. The beneficial conversion feature of a convertible note is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a beneficial conversion feature related to the issuance of a convertible note when issued and also records the estimated fair value of any warrants issued with those convertible notes. The beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency is resolved. The beneficial conversion feature of a convertible note is measured by first allocating a portion of the note’s proceeds to any warrants, if applicable, as a discount on the carrying amount of the convertible on a relative fair value basis. The discounted face value is then used to measure the effective conversion price of the note. The effective conversion price and the market price of the Company’s common stock are used to calculate the intrinsic value of the conversion feature. The intrinsic value is recorded in the financial statements as a debt discount from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to accretion of debt discount on the Company’s consolidated statement of operations and comprehensive loss. | |
Prior Period Financial Statement Correction of an Immaterial Misstatement | Prior Period Financial Statement Correction of an Immaterial Misstatement During the first quarter of 2019, the Company identified certain adjustments required to correct balances within notes payable, accretion of debt discount, and the gain on extinguishment of debt relating to the modification to the June 2018 Note that had occurred on December 10, 2018. The Company had incorrectly calculated the fair value of the June 2018 Note as the date of its modification, which in turn, led the Company to calculate an incorrect gain on extinguishment and an incorrect accretion of debt discount. The errors discovered resulted in an overstatement of the Company’s notes payable balance of $566 as of December 31, 2018, and an overstatement of the accretion of debt discount of $14 and understatement on the gain on extinguishment of $580 for the year ended December 31, 2018. Based on an analysis of Accounting Standards Codification (“ASC”) 250 – “Accounting Changes and Error Corrections” (“ASC 250”), Staff Accounting Bulletin 99 – “Materiality” (“SAB 99”) and Staff Accounting Bulletin 108 – “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”), the Company determined that these errors were immaterial to the previously-issued consolidated financial statements for the year ended December 31, 2018, and as such no restatement was necessary at the time of the filing of the Company’s Form 10-Q for the three months ended March 31, 2019 on May 17, 2019 . Correcting prior year financial statements for immaterial errors would not require previously filed reports to be amended. These corrections would be reflected the next time the registrant files the prior year financial statements. Accordingly, such correction has been made in the Company’s consolidated balance sheet as of December 31, 2018 as presented in the interim financial statements for the quarter ended March 31, 2019 and in the Company’s annual consolidated financial statements as of and for the year ended December 31, 2018 presented in this registration statement on Form S-1. The effect on these revisions on the Company’s consolidated balance sheet as of December 31, 2018 is as follows: As previously reported at December 31, 2018 Adjustment As revised at December 31, 2018 Notes payable, net of discount $ 1,851 $ (566 ) $ 1,285 Total current liabilities 2,398 (566 ) 1,832 Total liabilities 2,398 (566 ) 1,832 Accumulated deficit (405,285 ) 566 (404,719 ) Total stockholders’ deficit (1,875 ) 566 (1,309 ) | |
Revenue Recognition | Revenue recognition The Company’s primary revenue stream is related to the mining of digital currencies. The Company derives its revenue by solving “blocks” to be added to the blockchain and providing transaction verification services within the digital currency networks of cryptocurrencies, such as Bitcoin and Ethereum, commonly termed “cryptocurrency mining.” In consideration for these services, the Company receives digital currency (“Coins”). The Coins are recorded as revenue, using the average spot price of Bitcoin on the date of receipt. The Coins are recorded on the balance sheet as an intangible digital asset valued at the lower of cost or net realizable value. Net realizable value adjustments, to reduce the value of the Coins to their market value, is included in cost of revenue on the Company’s consolidated statements of operation. Any gain or loss on sale would be recorded to cost of revenues. Costs of revenues includes equipment depreciation, rent, net realizable value adjustments, and electricity costs. The Company also recognizes revenue from its management agreements. The Company receives a fee from each management agreement based on the amount of Bitcoin mined and is reimbursed for any electricity costs incurred to run the Bitcoin mining machines it manages in its facility. | Revenue recognition In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) which was subsequently amended by ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12, and ASU 2017-13. These ASUs outline a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when the entity satisfies a performance obligation. In July 2015, the FASB deferred the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017. A full retrospective or modified retrospective approach was required upon adoption. The Company has adopted ASU No. 2014-09 effective January 1, 2018. The Company has elected to apply the modified retrospective method and the impact was determined to be immaterial on the consolidated financial statements. Accordingly, the new revenue standard has been applied prospectively in its consolidated financial statements from January 1, 2018 forward and reported financial information for historical comparable periods will not be revised and will continue to be reported under the accounting standards in effect during those historical periods. The Company has performed an analysis and identified its revenues and costs that are within the scope of the new guidance. The Company determined that its methods of recognizing revenues have not been significantly impacted by the new guidance. The Company’s primary revenue stream is related to the mining of intangible digital assets. The Company derives its revenue by solving “blocks” to be added to the blockchain and providing transaction verification services within the digital currency networks of cryptocurrencies, such as Bitcoin and Ethereum, commonly termed “cryptocurrency mining.” In consideration for these services, the Company receives digital currency (“Coins”). The Coins are recorded as revenue, using the average spot price of Bitcoin on the date of receipt. The Coins are recorded on the balance sheet as inventory at the lower of cost or net realizable value. Any gain or loss on sale would be recorded to cost of revenues. Costs of revenues includes equipment depreciation, rent, and electricity costs. Net realizable value adjustments, to reduce the value of the Coins to their market value, is included in cost of revenue on the Company’s consolidated statements of operations. Due to a lack of authoritative and non-authoritative guidance, the Company had previously recorded the Coins as a security, where the Company would record revaluation gains and losses to cost of revenue. As of September 30, 2018, the Company reviewed certain non-authoritative guidance and changed its accounting policy to reflect that its Coins should be inventory. The Company determined that this change in accounting policy had no effect on its previously filed financial statements. The Company also recognizes revenue from its Management Agreements (as defined in Note 12). The Company receives a fee from each Management Agreement based on the amount of Bitcoin mined and is reimbursed for any electricity costs incurred to run the Bitcoin mining machines it manages in its facility. |
Income Taxes | Income taxes The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and established for all the entities a minimum threshold for financial statement recognition of the benefit of tax positions, and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. | Income taxes The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and established for all the entities a minimum threshold for financial statement recognition of the benefit of tax positions, and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. The Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017. The Tax Act reduces the U.S. federal corporate tax rate from 35% to 21%. In accordance with the SEC Staff Accounting Bulletin No. 118, the Company has finalized its accounting for the effects of the Tax Act and it has not had a material effect on the Company’s results of operations. Future adjustments made to the provisional effects will be reported as a component of income tax expense in the reporting period in which any such adjustments are determined. Based on the new tax law that lowers corporate tax rates, the Company revalued its deferred tax assets. Future tax benefits are expected to be lower, with the corresponding one-time charge being recorded as a component of income tax expense, if applicable. The Company was previously delinquent in the filing of its 2015 and 2016 US Federal and state tax returns. On August 10, 2018, the Company filed its delinquent returns and is now in good standing in all income tax jurisdictions. |
Loss Per Share | Loss per share Basic loss per share is calculated by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated by dividing the net loss attributable to common shareholders by the sum of the weighted average number of common shares outstanding plus potential dilutive common shares outstanding during the period. Potential dilutive securities, comprised of unvested restricted shares, convertible debt stock warrants and stock options, are not reflected in diluted net loss per share because such potential shares are anti–dilutive due to the Company’s net loss. Accordingly, the computation of diluted loss per share for the three months ended March 31, 2019 excludes 2,650,001 unvested restricted shares, 6,000,000 shares issuable under stock options, 100,743,629 shares issuable upon the conversion of convertible debt, and 5,477,975 shares issuable under warrants. The computation of diluted loss per share for the three months ended March 31, 2018 excludes 2,000,000 shares issuable to the investors of a private placement in December 2017, 3,250,000 unvested restricted shares, 6,000,000 shares issuable under stock options, and 11,034,642 shares issuable under warrants. | Loss per share Basic loss per share is calculated by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated by dividing the net loss attributable to common shareholders by the sum of the weighted average number of common shares outstanding plus potential dilutive common shares outstanding during the period. Potential dilutive securities, comprised of unvested restricted shares, convertible debt stock warrants and stock options, are not reflected in diluted net loss per share because such potential shares are anti–dilutive due to the Company’s net loss. Accordingly, the computation of diluted loss per share for the year ended December 31, 2018 excludes 3,455,000 unvested restricted shares, 6,000,000 shares issuable under stock options, 67,252,747 shares issuable upon the conversion of convertible debt, and 5,477,975 shares issuable under warrants. The computation of diluted loss per share for the year ended December 31, 2017 excludes 2,000,000 shares issuable to the investors of the December 2017 private placement, 3,381,816 shares issuable to UAHC Ventures, LLC a Nevada limited liability company (“UAHC”) due to the conversion of the UAHC note payable, 3,850,000 unvested restricted shares, 6,000,000 shares issuable under stock options, and 13,720,742 shares issuable under warrants. |
Stock-based Compensation | Stock–based compensation The Company recognizes compensation expenses for all equity–based payments in accordance with ASC 718 “Compensation – Stock Compensation”. Under fair value recognition provisions, the Company recognizes equity–based compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award. Restricted stock awards are granted at the discretion of the compensation committee of the board of directors of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a 12 to 24-month period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of the Company’s common stock on the grant date. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is calculated based on the historical volatility of the Company’s common stock over the expected term of the option. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. The Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. The Company accounts for share–based payments granted to non–employees in accordance with ASC 505–50, “Equity Based Payments to Non–Employees.” The Company determines the fair value of the stock–based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more readily determinable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. The fair value of unvested equity instruments is re-measured each reporting period and such re-measured value is amortized over the requisite remaining service period. | Stock–based compensation The Company recognizes compensation expenses for all equity–based payments in accordance with ASC 718 “Compensation – Stock Compensation”. Under fair value recognition provisions, the Company recognizes equity–based compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the requisite service period of the award. Restricted stock awards are granted at the discretion of the compensation committee of the board of directors of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a 12 to 24-month period (vesting on a straight–line basis). The fair value of a stock award is equal to the fair market value of a share of the Company’s common stock on the grant date. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is calculated based on the historical volatility of the Company’s common stock over the expected term of the option. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. The Company is required to estimate the expected forfeiture rate and recognize expense only for those shares expected to vest. The Company accounts for share–based payments granted to non–employees in accordance with ASC 505–50, “Equity Based Payments to Non–Employees.” The Company determines the fair value of the stock–based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more readily determinable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. The fair value of unvested equity instruments is re-measured each reporting period and such re-measured value is amortized over the requisite remaining service period. |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers all highly liquid instruments with an original maturity of three months or less when acquired to be cash equivalents. The Company maintains its cash and cash equivalents at financial institutions whereby the combined account balances exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage by approximately $9,263 as of December 31, 2017. The Company has $96 as the combined account balance as of December 31, 2018. Therefore, since the FDIC’s insurance coverage is for combined account balances that exceed $250, there is no concentration of credit risk as of December 31, 2018. | |
Property and Equipment | Property and equipment Property and equipment are stated at cost less accumulated depreciation and impairment charges. Depreciation is calculated using the straight–line method on the various asset classes over their estimated useful lives, which range from two to five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation expense relating to the Company’s cryptocurrency mining machines is included in cost of revenue. | |
Equity-Linked Instruments | Equity-linked instruments The Company accounts for equity-linked instruments with certain anti-dilution provisions in accordance with ASC 815 and ASC 260. Under this guidance, the Company excludes instruments with certain down round features when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the Company’s own stock. As a result, financial instruments (or embedded conversion features) with down round features are not required to be classified as derivative liabilities. The Company recognizes the value of a down round feature only when it is triggered and the exercise or conversion price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, the Company treats the value of the effect of the down round, when triggered, as a deemed dividend and a reduction of income available to common stockholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, the Company recognizes the value of the down round as a beneficial conversion discount to be amortized to earnings. Any incentive-based compensation received by the Optionee from the Company hereunder or otherwise shall be subject to recovery by the Company in the circumstances and manner provided in any Incentive-based Compensation Recovery that may be adopted or implemented by the Company and in effect from time to time on or after the date hereof, and Optionee shall effectuate any such recovery at such time and in such manner as the Company may specify. | |
Research and Development | Research and development Research and development expenses are charged to operations as incurred. During the years ended December 31, 2018 and 2017, respectively, the Company expensed $47 and $346 in research and development costs. | |
Gain (Loss) on Modification/extinguishment of Debt | Gain (Loss) on Modification/Extinguishment of Debt In accordance with ASC 470, a modification or an exchange of debt instruments that adds a substantive conversion option or eliminates a conversion option that was substantive at the date of the modification or exchange is considered a substantive change and must be measured by determining the extinguishment of the debt. Additionally, the Company evaluated the discounted cash flows under the terms of the obligations for the May 2018 Notes and June 2018 Note, both before and after the effect of the extension fees in order to determine whether this change should be accounted for as a loan extinguishment or as a modification. The Company determined that the transactions were extinguishments, since the difference between the discounted cash flows exceeded 10%. In addition to the changes in the payment terms of the notes, the debt holders agreed to change the convertibility terms of the Notes from non-convertible notes to convertible notes. The debt holders can elect to be paid in cash (within three trading days of notification) or shares of the Company’s common stock. During the three months ended March 31, 2019, the Company recognized a gain on the extinguishment of debt of $1,275 in conjunction with amending certain of its notes payable on January 7, 2019 and again on March 28, 2019, as well as on January 28, 2019. | Gain (Loss) on Modification/Extinguishment of Debt In accordance with ASC 470, a modification or an exchange of debt instruments that adds a substantive conversion option or eliminates a conversion option that was substantive at the date of the modification or exchange is considered a substantive change and must be measured by determining the extinguishment of the debt. The Company recognized a gain on the extinguishment of debt of approximately $1,875 in conjunction with amending a note purchase agreement on December 10, 2018. In addition to the changes in the payment terms of the note, the debt holder agreed to change the convertibility terms of the Note from a non-convertible note to a convertible note. The debt holder can elect to be paid in cash (within three trading days of notification) or shares of the Company’s common stock. |
Impairment of Long-lived Assets | Impairment of long-lived assets Long-lived assets are reviewed for impairment whenever facts or circumstances either internally or externally may suggest that the carrying value of an asset may not be recoverable, Should there be an indication of impairment, we test for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset or asset group. Any excess of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss. The Company fully impaired the mining assets by expensing $6,345 as of December 31, 2018. | |
Recent Accounting Pronouncements | Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying unaudited condensed consolidated financial statements, other than those disclosed below. In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance is effective for public entities, certain not-for-profit entities, and certain employee benefit plans for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other entities, ASU 2018-07 is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company is evaluating the impact of adopting this pronouncement. In July 2018, the FASB issued ASU 2018-10 Leases (Topic 842), Codification Improvements and ASU 2018-11 Leases (Topic 842), Targeted Improvements, to provide additional guidance for the adoption of Topic 842. ASU 2018-10 clarifies certain provisions and corrects unintended applications of the guidance such as the application of implicit rate, lessee reassessment of lease classification, and certain transition adjustments that should be recognized to earnings rather than to stockholders’ (deficit) equity. ASU 2018-11 provides an alternative transition method and practical expedient for separating contract components for the adoption of Topic 842. In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842) which requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases with terms greater than 12 months. ASU 2018-11, ASU 2018-10, and ASU 2016-02 (collectively, “the new lease standards”) are effective for fiscal years beginning after December 15, 2018, with early adoption permitted. On January 1, 2019, the Company adopted ASU No. 2016-02, “Leases (Topic 842)” and as part of that process the Company made the following elections: 1. The Company did not elect the hindsight practical expedient, for all leases. 2. The Company elected the package of practical expedients to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs for all leases. 3. In March 2018, the FASB approved an optional transition method that allows companies to use the effective date as the date of initial application on transition. The Company elected this transition method, and as a result, will not adjust its comparative period financial information or make the newly required lease disclosures for periods before the effective date. 4. The Company elected to not separate lease and non-lease components, for all leases. The Company recorded a Right of Use Asset of $87 with a corresponding Lease Liability of $84 and a corresponding cumulative adjustment to accumulated deficit of $3 in accordance with Topic 842. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 is intended to improve the effectiveness of fair value measurement disclosures. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting this pronouncement. In August 2018, the FASB issued ASU 2018-15, Intangible – Goodwill and Other – Internal-Use Software (“ASU 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting this pronouncement. | Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements, other than those disclosed below. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance is effective for public entities, certain not-for-profit entities, and certain employee benefit plans for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other entities, ASU 2018-07 is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company is evaluating the impact of adopting this pronouncement. In July 2018, the FASB issued ASU 2018-10 Leases (Topic 842), Codification Improvements and ASU 2018-11 Leases (Topic 842), Targeted Improvements, to provide additional guidance for the adoption of Topic 842. ASU 2018-10 clarifies certain provisions and correct unintended applications of the guidance such as the application of implicit rate, lessee reassessment of lease classification, and certain transition adjustments that should be recognized to earnings rather than to stockholders’ (deficit) equity. ASU 2018-11 provides an alternative transition method and practical expedient for separating contract components for the adoption of Topic 842. In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842) which requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases with terms greater than 12 months. ASU 2018-11, ASU 2018-10, and ASU 2016-02 (collectively, “the new lease standards”) are effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect the new lease standards will have on its Consolidated Financial Statements; however, the Company anticipates recognizing assets and liabilities arising from any leases that meet the requirements under the new lease standards on the adoption date and including qualitative and quantitative disclosures in the Company’s Notes to the Consolidated Financial Statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (“ASC 820”) , Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 is intended to improve the effectiveness of fair value measurement disclosures. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting this pronouncement. In August 2018, the FASB issued ASU 2018-15, Intangible – Goodwill and Other – Internal-Use Software (“ASU 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting this pronouncement. |
Management's Evaluation of Subsequent Events | Management’s evaluation of subsequent events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the review, other than what is described in Note 10 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. | Management’s evaluation of subsequent events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the review, other than what is described in Note 15 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Unpaid Obligations for Services | These costs consisted of unpaid obligations for services provided prior to the second quarter of 2018, including: Costs to bring electricity provider current and set up additional transformers $ 893 Satisfaction of payables for materials, repairs and supplies 206 Satisfaction of payables for payroll and consulting fees 50 TOTAL $ 1,149 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Effect On Company's Consolidated Balance Sheet | The effect on these revisions on the Company’s consolidated balance sheet as of December 31, 2018 is as follows: As previously reported at December 31, 2018 Adjustment As revised at December 31, 2018 Notes payable, net of discount $ 1,851 $ (566 ) $ 1,285 Total current liabilities 2,398 (566 ) 1,832 Total liabilities 2,398 (566 ) 1,832 Accumulated deficit (405,285 ) 566 (404,719 ) Total stockholders’ deficit (1,875 ) 566 (1,309 ) |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expenses And Other Current Assets | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: As of December 31, 2018 2017 Prepaid expenses $ 193 $ 734 Deferred offering costs - 160 Total prepaid expenses and other current assets $ 193 $ 894 |
Sale of Cybersecurity Assets (T
Sale of Cybersecurity Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Sale Of Cybersecurity Assets | |
Schedule of Loss on Sale of Cybersecurity Assets | The Company recorded a loss on sale as follows: Cash proceeds $ 60 Less: Assets sold (27 ) Separation payments to former management (40 ) Common stock issued to former management, at fair value (120 ) Loss on sale of cybersecurity assets $ (127 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: As of December 31, 2018 December 31, 2017 Computer hardware and software $ 17 $ 10 Crypto-currency mining machines - 3,685 Property and equipment, gross 17 3,695 Less: Accumulated depreciation (17 ) (579 ) Property and equipment, net $ - $ 3,116 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Schedule of Notes Payable | Notes payable consisted of the following: As of March 31, 2019 Principal Discount Net May 2018 Notes $ 500 $ (350 ) $ 150 June 2018 Note 3,159 (2,641 ) 518 Total notes payable $ 3,659 $ (2,991 ) $ 668 As of December 31, 2018 Principal Discount Net May 2018 Notes $ 400 $ (25 ) $ 375 June 2018 Note 2,448 (1,803 ) 645 December 2018 Note 351 (86 ) 265 Total notes payable $ 3,199 $ (1,914 ) $ 1,285 | Notes payable consisted of the following: As of December 31, 2018 Principal Discount Net May 2018 Notes $ 400 $ (25 ) $ 375 June 2018 Note 2,448 (1,803 ) 645 December 2018 Note 351 (86 ) 265 Total notes payable $ 3,199 $ (1,914 ) $ 1,285 |
Leases (Tables)
Leases (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | ||
Schedule of Future Minimum Lease Payment | Total future minimum payments required under the sublease agreement are as follows: Years ended December 31, Amount 2019 (remaining nine months) $ 62 2020 7 Total undiscounted minimum future lease payments $ 69 Less Imputed interest (3 ) Present value of operating lease liabilities $ 66 | Total future minimum payments required under the sublease agreement are as follows: Years ended December 31, Amount 2019 $ 85 2020 7 Total $ 92 |
Schedule of Right of Use Asset | Right of use asset is included in the unaudited condensed consolidated Balance Sheet are as follows: March 31, 2019 Non-current assets Right of use asset, operating lease, net of amortization $ 69 |
Common Stock and Warrant Issu_2
Common Stock and Warrant Issuances (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Summary of Warrant Outstanding | The following table summarizes information about shares issuable under warrants outstanding during the three months ended March 31, 2019: Warrant shares outstanding Weighted average exercise price Weighted average remaining life Intrinsic value Outstanding at January 1, 2019 5,477,975 $ 1.01 Issued - - Exercised - - Expired or cancelled - - Outstanding at March 31, 2019 5,477,975 $ 1.01 1.13 $ - Exercisable at March 31, 2019 5,477,975 $ 1.01 1.13 $ - | The following table summarizes information about shares issuable under warrants outstanding during the year ended December 31, 2018: Warrant shares outstanding Weighted average exercise price Weighted average remaining life Intrinsic value Outstanding at January 1, 2018 13,720,742 $ 1.49 Issued - Additional warrants issued for trigger of anti-dilution protection 1,000,000 $ 0.40 Exercised (5,579,530 ) $ 0.91 Expired or cancelled (3,663,237 ) $ 0.56 Outstanding at December 31, 2018 5,477,975 $ 1.01 1.37 $ - Exercisable at December 31, 2018 5,477,975 $ 1.01 1.37 $ - |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of Restricted Common Stock Activity | The Company’s activity in restricted common stock was as follows for the three months ended March 31, 2019: Number of shares Weighted average grant date fair value Non–vested at January 1, 2019 3,355,000 $ 1.46 Vested (704,999 ) $ 1.63 Non–vested at March 31, 2019 2,650,001 $ 1.41 | The Company’s activity in restricted common stock was as follows for the year ended December 31, 2018: Number of shares Weighted average grant date fair value Non–vested at January 1, 2018 3,850,000 $ 1.42 Granted 2,760,000 $ 1.33 Vested (2,705,000 ) $ 1.41 Forfeited (550,000 ) $ 1.06 Non–vested at December 31, 2018 3,355,000 $ 1.43 |
Schedule of Stock Options Activity | The following is a summary of the Company’s stock option activity for the three months ended March 31, 2019: Options Weighted average exercise price Weighted average Grant date fair value Weighted average remaining life Intrinsic value Outstanding – January 1, 2019 6,000,000 $ 0.71 $ 1.29 Granted – Exercised – Forfeited/Cancelled – Outstanding – March 31, 2019 6,000,000 $ 0.71 $ 1.29 0.84 $ – Exercisable – March 31, 2019 6,000,000 $ 0.71 $ 1.29 0.84 $ – | The following is a summary of the Company’s stock option activity for the year ended December 31, 2018: Options Weighted price Weighted average Grant date fair value Weighted average remaining life Intrinsic value Outstanding – January 1, 2018 6,000,000 $ 0.71 $ 1.29 4.62 Granted – Exercised – Forfeited/Cancelled – Outstanding – December 31, 2018 6,000,000 $ 0.71 $ 1.29 3.62 $ – Exercisable – December 31, 2018 6,000,000 $ 0.71 $ 1.29 3.62 $ – |
Non-Controlling Interest (Table
Non-Controlling Interest (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
Schedule of Non-Controlling Interest | At December 31, 2018, the Company’s non–controlling interest was as follows: January 1, 2017 $ (22 ) Non-controlling share of net loss - January 1, 2018 $ (22 ) Reclassification of non-controlling interest to accumulated deficit 22 December 31, 2018 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | Significant components of deferred tax assets were as follows: As of December 31, 2018 2017 U.S. federal tax loss carry–forward $ 12,705 $ 10,174 U.S. State tax loss carry–forward 1,052 766 U.S. federal capital loss carry–forward - - Equity based compensation 7,764 3,117 Fixed assets, intangible assets and goodwill 2,224 496 Long-term investments 969 870 Total deferred tax assets 24,714 15,423 Less: valuation allowance (24,714 ) (15,423 ) Net deferred tax asset $ — $ — |
Summary of Operating Loss Carryforwards | As of December 31, 2018, the Company had the following tax attributes: Amount Begins to expire U.S. federal net operating loss carry–forwards $ 60,502 Fiscal 2023 U.S. State net operating loss carry–forwards 44,382 Fiscal 2031 |
Schedule of Effective Income Tax Rate Reconciliation | The sources and tax effects of the differences are as follows: For the Years Ended December 31, 2018 2017 Expected Federal Tax (21.0 )% (34.0 )% State Tax (Net of Federal Benefit) (2.4 ) (5.5 ) Accretion of notes payable discount 0.9 4.4 Inducement expense - 15.9 Stock-based compensation - 10.5 Other permanent differences - 0.2 True up of prior year deferred tax assets (3.2 ) 1.3 Change in federal and state tax rates - 18.4 Note Extinguishment (1.3 ) - Change in valuation allowance 27.0 (11.2 ) Effective rate of income tax - % - % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Future Minimum Payments | Total future minimum payments required under the sublease agreement are as follows: Years ended December 31, Amount 2019 (remaining nine months) $ 62 2020 7 Total undiscounted minimum future lease payments $ 69 Less Imputed interest (3 ) Present value of operating lease liabilities $ 66 | Total future minimum payments required under the sublease agreement are as follows: Years ended December 31, Amount 2019 $ 85 2020 7 Total $ 92 |
Financial Statement Correctio_2
Financial Statement Correction of an Immaterial Misstatement (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Consolidated Balance Sheet and Consolidated Statement of Operations and Comprehensive Loss | The effect on these revisions on the Company’s consolidated balance sheet and consolidated statement of operations and comprehensive loss as of and for the year ended December 31, 2018 is as follows: As previously reported at December 31, 2018 Adjustment As revised at December 31, 2018 Notes payable, net of discount $ 1,851 $ (566 ) $ 1,285 Total current liabilities 2,398 (566 ) 1,832 Total liabilities 2,398 (566 ) 1,832 Accumulated deficit (405,285 ) 566 (404,719 ) Total stockholders’ deficit (1,875 ) 566 (1,309 ) As previously reported for the year ended December 31, 2018 Adjustment As revised for the year ended December 31, 2018 Accretion of debt discount $ (905 ) $ (14 ) $ (919 ) Gain on extinguishment of debt 1,295 580 1,875 Total other non-operating income 74 566 640 Net loss (23,849 ) 566 (23,283 ) Net loss attributable to common stockholders (26,363 ) 566 (25,797 ) |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details Narrative) $ in Thousands | Jun. 13, 2018USD ($) | Mar. 23, 2018 | Mar. 19, 2018USD ($) | Mar. 16, 2018USD ($) | May 18, 2017USD ($) | Mar. 31, 2019USD ($)Integershares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Feb. 27, 2019shares |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||
Common stock, shares authorized | shares | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | 125,000,000 | ||||||
Common stock reverse split | The Company's stockholders approved a 1-for-2 reverse split of the Company's common stock, to be effected only if needed for the Company's application to uplist its common stock to a national exchange. | |||||||||
Universal shelf registration statement amount | $ 150,000 | |||||||||
Securities sold during the period, value | $ 118 | $ 2,154 | ||||||||
Number of mining machines | Integer | 5,700 | |||||||||
Owned mining machines | Integer | 3,700 | |||||||||
Description on Cryptocurrency mining | The Company mined 8 Bitcoin for total revenue of $28. These coins were earned from the operation of approximately 500 Company owned machines located in a leased facility in Quincy, Washington. | The Company took delivery of an additional 2,000 Bitcoin mining machines in Sweden and moved 4,300 machines (including 2,100 investor-owned machines) from Washington to Sweden. | During the year ended December 31, 2018, the Company mined 245 Bitcoin for total revenue of $2,010. In addition, the miners the Company operate pursuant to the management agreements mined 184 Bitcoin during the same period. | |||||||
Revenue on mining | $ 28 | $ 2,010 | ||||||||
Sale of asset in consideration | $ 60 | $ 60 | $ 60 | 60 | ||||||
Percentage of average trading volume of common stock | 20.00% | |||||||||
Promissory Note [Member] | ||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||
Sale of asset in consideration | $ 1,000 | $ 1,000 | ||||||||
Percentage of average trading volume of common stock | 20.00% | |||||||||
Colorado [Member] | ||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||
Number of mining machines | Integer | 2,500 | |||||||||
Ohio [Member] | ||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||
Number of mining machines | Integer | 3,200 | |||||||||
April 15, 2019 [Member] | ||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||
Securities sold during the period, value | $ 6,036 | $ 6,036,000 | ||||||||
April 16, 2019 [Member] | ||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||
Common stock held by non-affiliates, threshold amount | $ 75,000 |
Organization and Basis of Pre_4
Organization and Basis of Presentation (Details Narrative) (10 K) - USD ($) $ in Thousands | Jun. 13, 2018 | Mar. 23, 2018 | Mar. 19, 2018 | Mar. 16, 2018 | May 18, 2017 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 27, 2019 | Sep. 30, 2018 | May 16, 2018 |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||||||||||
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | 125,000,000 | |||||||||
Common stock reverse split | The Company's stockholders approved a 1-for-2 reverse split of the Company's common stock, to be effected only if needed for the Company's application to uplist its common stock to a national exchange. | ||||||||||||
Universal shelf registration statement amount | $ 150,000 | ||||||||||||
Securities sold during the period, value | $ 118 | $ 2,154 | |||||||||||
Description on Cryptocurrency mining | The Company mined 8 Bitcoin for total revenue of $28. These coins were earned from the operation of approximately 500 Company owned machines located in a leased facility in Quincy, Washington. | The Company took delivery of an additional 2,000 Bitcoin mining machines in Sweden and moved 4,300 machines (including 2,100 investor-owned machines) from Washington to Sweden. | During the year ended December 31, 2018, the Company mined 245 Bitcoin for total revenue of $2,010. In addition, the miners the Company operate pursuant to the management agreements mined 184 Bitcoin during the same period. | ||||||||||
Customer deposits | $ 947 | $ 368 | |||||||||||
Restructuring expense | $ 2,499 | $ 2,499 | |||||||||||
Revenue on mining | $ 28 | 2,010 | |||||||||||
Sale of asset in consideration | $ 60 | $ 60 | $ 60 | $ 60 | |||||||||
Percentage of average trading volume of common stock | 20.00% | ||||||||||||
Promissory Note [Member] | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||||||||||
Sale of asset in consideration | $ 1,000 | $ 1,000 | |||||||||||
Percentage of average trading volume of common stock | 20.00% | ||||||||||||
Quincy [Member] | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||||||||||
Description on Cryptocurrency mining | As of December 31, 2018, MGT owned and operated approximately 500 miners located in a leased facility in Quincy, Washington. Prior to the mining assets' relocation to the United States, the Company conducted a physical observation concluding that there are approximately 5,750 operating machines in Sweden. In connection with the relocation to the U.S., approximately 3,000 were shipped to Colorado and 2,750 were shipped to Ohio. Of the 5,750 machines shipped, 3,800 of these machines are owned by the Company, while the remaining machines are investor owned. | ||||||||||||
Service Providers [Member] | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||||||||||
Restructuring expense | 1,350 | ||||||||||||
Vendors [Member] | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||||||||||
Restructuring expense | $ 1,149 | ||||||||||||
Hosting Agreement [Member] | Beacon Leasing LLC [Member] | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||||||||||
Fixed price of electricity capacity per month | 810 | ||||||||||||
Paid to electricity charges first and last month of services | $ 1,620 | ||||||||||||
February 27, 2019 [Member] | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||||||||||
Common stock, shares authorized | 2,500,000,000 | ||||||||||||
April 15, 2019 [Member] | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||||||||||
Securities sold during the period, value | $ 6,036 | $ 6,036,000 | |||||||||||
Minimum [Member] | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||||||||||
Common stock, shares authorized | 75,000,000 | ||||||||||||
Maximum [Member] | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||||||||||||
Common stock, shares authorized | 125,000,000 |
Organization and Basis of Pre_5
Organization and Basis of Presentation - Schedule of Unpaid Obligations for Services (Details) (10 K) $ in Thousands | 3 Months Ended |
Jun. 30, 2018USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Costs to bring electricity provider current and set up additional transformers | $ 893 |
Satisfaction of payables for materials, repairs and supplies | 206 |
Satisfaction of payables for payroll and consulting fees | 50 |
TOTAL | $ 1,149 |
Going Concern and Management'_2
Going Concern and Management's Plans (Details Narrative) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019USD ($)Integer | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ | $ 406,425 | $ 404,719 | $ 378,900 |
Management plan for overseeing operation description | Management's plans include overseeing the operation of approximately 5,700 cryptocurrency mining machines in Colorado and Ohio and continuing to execute on an expansion model to secure low cost power and grow its cryptocurrency assets. | Management’s plans include overseeing the operation of approximately 5,750 cryptocurrency mining machines in Colorado and Ohio and continue to execute on an expansion model to secure low cost power and grow its cryptocurrency assets. | |
Number of machines in operation | Integer | 500 |
Going Concern and Management'_3
Going Concern and Management's Plans (Details Narrative) (10 K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Accumulated deficit | $ 406,425 | $ 404,719 | $ 378,900 | ||
Cash and cash equivalents | $ 362 | $ 96 | $ 461 | $ 9,519 | $ 345 |
Management plan for overseeing operation description | Management's plans include overseeing the operation of approximately 5,700 cryptocurrency mining machines in Colorado and Ohio and continuing to execute on an expansion model to secure low cost power and grow its cryptocurrency assets. | Management’s plans include overseeing the operation of approximately 5,750 cryptocurrency mining machines in Colorado and Ohio and continue to execute on an expansion model to secure low cost power and grow its cryptocurrency assets. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 02, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Notes payable, net of discount | $ (668) | $ (1,285) | |||
Accretion of debt discount | (1,091) | (919) | (5,627) | ||
Gain on extinguishment of debt | 1,275 | 1,875 | |||
Right of use asset | 69 | $ 87 | |||
Lease liability | 66 | $ 84 | |||
Cumulative adjustment to accumulated deficit | $ 3 | ||||
Restricted Stock Awards [Member] | Minimum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Vesting period | 12 months | 12 months | |||
Restricted Stock Awards [Member] | Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Vesting period | 24 months | 24 months | |||
Private Placement [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,000,000 | 2,000,000 | |||
Warrants [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 5,477,975 | 11,034,642 | 5,477,975 | 13,720,742 | |
Stock Options [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | |
Unvested Restricted Stock [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,650,001 | 3,250,000 | 3,455,000 | 3,850,000 | |
Conversion of Convertible Debt [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 100,743,629 | 67,252,747 | |||
Adjustment [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Notes payable, net of discount | $ 566 | ||||
Accretion of debt discount | 14 | ||||
Gain on extinguishment of debt | $ 580 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) (10 K) - USD ($) $ in Thousands | Dec. 22, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Summary Of Significant Accounting Policies [Line Items] | |||||
Income tax examination, description | The Tax Cuts and Jobs Act (the "Tax Act") was enacted on December 22, 2017. The Tax Act reduces the U.S. federal corporate tax rate from 35% to 21%. | ||||
Effective U.S. federal corporate tax rate | 35.00% | 21.00% | 34.00% | ||
Cash, FDIC insured amount | $ 96 | $ 9,623 | |||
Research and development expenses | $ 47 | 47 | 346 | ||
Gain on extinguishment of debt | $ 1,275 | 1,875 | |||
Impairment of property and equipment | $ 6,345 | ||||
Minimum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated useful lives of property and equipment | 2 years | ||||
Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Cash, FDIC insured amount | $ 250 | ||||
Estimated useful lives of property and equipment | 5 years | ||||
Restricted Stock Awards [Member] | Minimum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Vesting period | 12 months | 12 months | |||
Restricted Stock Awards [Member] | Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Vesting period | 24 months | 24 months | |||
Private Placement [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,000,000 | 2,000,000 | |||
Warrants [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 5,477,975 | 11,034,642 | 5,477,975 | 13,720,742 | |
Stock Options [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | |
Unvested Restricted Stock [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,650,001 | 3,250,000 | 3,455,000 | 3,850,000 | |
Conversion of Convertible Debt [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 100,743,629 | 67,252,747 | |||
Conversion of Notes Payable [Member] | UAHC Ventures, LLC [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 3,381,816 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Effect On Company's Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Notes payable, net of discount | $ 668 | $ 1,285 | |||
Total current liabilities | 1,029 | 1,832 | 1,704 | ||
Total liabilities | 1,029 | 1,832 | |||
Accumulated deficit | (406,425) | (404,719) | (378,900) | ||
Total stockholders' deficit | $ (253) | (1,309) | $ 9,870 | $ 11,895 | $ (583) |
As Previously Reported [Member] | |||||
Notes payable, net of discount | 1,851 | ||||
Total current liabilities | 2,398 | ||||
Total liabilities | 2,398 | ||||
Accumulated deficit | (405,285) | ||||
Total stockholders' deficit | (1,875) | ||||
Adjustment [Member] | |||||
Notes payable, net of discount | (566) | ||||
Total current liabilities | (566) | ||||
Total liabilities | (566) | ||||
Accumulated deficit | 566 | ||||
Total stockholders' deficit | $ 566 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) (10 K) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Prepaid Expenses And Other Current Assets | |||
Prepaid expenses | $ 193 | $ 734 | |
Deferred offering costs | 160 | ||
Total prepaid expenses and other current assets | $ 141 | $ 193 | $ 894 |
Sale of Cybersecurity Assets (D
Sale of Cybersecurity Assets (Details Narrative) (10 K) - USD ($) $ in Thousands | Mar. 19, 2018 | Mar. 16, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Sale of asset in consideration | $ 60 | $ 60 | $ 60 | $ 60 | ||
Percentage of average trading volume of common stock | 20.00% | |||||
Promissory Note [Member] | ||||||
Sale of asset in consideration | $ 1,000 | $ 1,000 | ||||
Percentage of average trading volume of common stock | 20.00% |
Sale of Cybersecurity Assets -
Sale of Cybersecurity Assets - Schedule of Loss on Sale of Cybersecurity Assets (Details) (10 K) - USD ($) $ in Thousands | Mar. 19, 2018 | Mar. 16, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash proceeds | $ 60 | $ 60 | $ 60 | $ 60 | ||
Loss on sale of cybersecurity assets | $ (127) | |||||
Cybersecurity Assets [Member] | ||||||
Cash proceeds | 60 | |||||
Less: Assets sold | (27) | |||||
Less: Separation payments to former management | (40) | |||||
Less: Common stock issued to former management, at fair value | (120) | |||||
Loss on sale of cybersecurity assets | $ (127) |
Property and Equipment (Details
Property and Equipment (Details Narrative) (10 K) - USD ($) $ in Thousands | Feb. 09, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Depreciation expense | $ 481 | $ 3,291 | $ 946 | ||||
Loss on sale of machines | $ (127) | ||||||
Asset impairment charges | $ 6,345 | ||||||
Bitcoin Machines [Member] | |||||||
Aggregate book value of machines sold | $ 474 | ||||||
Proceeds from sale of machinery | 427 | ||||||
Loss on sale of machines | $ 47 | ||||||
Crypto-Currency Mining Assets [Member] | |||||||
Asset impairment charges | $ 2,677 | $ 3,668 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) (10 K) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Computer hardware and software | $ 17 | $ 10 |
Crypto-currency mining machines | 3,685 | |
Property and equipment, gross | 17 | 3,695 |
Less: Accumulated depreciation | (17) | (579) |
Property and equipment, net | $ 3,116 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) $ in Thousands | Mar. 28, 2019 | Jan. 28, 2019 | Dec. 10, 2018 | Dec. 06, 2018 | Nov. 09, 2018 | Oct. 24, 2018 | Jun. 01, 2018 | May 23, 2018 | Mar. 19, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Convertible principal amount | $ 3,659 | $ 3,199 | |||||||||||
VWAP percentage of common stock | 20.00% | ||||||||||||
Gain on extinguishment of debt | 1,275 | 1,875 | |||||||||||
Amortization of debt discount | 1,091 | ||||||||||||
May 2018 Notes [Member] | |||||||||||||
Convertible principal amount | $ 840 | 500 | 400 | ||||||||||
Notes payable | $ 700 | ||||||||||||
Maturity date of notes | Jun. 23, 2019 | Mar. 23, 2019 | |||||||||||
Debt instrument, description of event of default | Upon the occurrence of an event of default, the outstanding balance of the May 2018 Notes shall immediately increase to 120% of the outstanding balance immediately prior to the event of default and become immediately due and payable. | ||||||||||||
June 2018 Note [Member] | |||||||||||||
Convertible principal amount | $ 3,600 | $ 3,159 | 2,448 | ||||||||||
Notes payable | $ 3,000 | ||||||||||||
Maturity date of notes | Jul. 1, 2019 | May 1, 2019 | Apr. 1, 2019 | ||||||||||
Debt instrument, description of event of default | Upon the occurrence of an event of default, the outstanding balance of the June 2018 Note shall immediately increase to 120% of the outstanding balance immediately prior to the event of default and become immediately due and payable. | ||||||||||||
Gain on extinguishment of debt | $ 1,875 | ||||||||||||
December 2018 Note [Member] | |||||||||||||
Convertible principal amount | $ 598 | $ 351 | |||||||||||
Notes payable | $ 500 | ||||||||||||
Maturity date of notes | Oct. 1, 2019 | May 6, 2019 | |||||||||||
Debt instrument accrued interest rate | 8.00% | ||||||||||||
VWAP percentage of common stock | 70.00% | ||||||||||||
Fees payable to borrower | $ 527 | ||||||||||||
May 2018 Notes [Member] | |||||||||||||
Maturity date of notes | Jul. 15, 2019 | ||||||||||||
VWAP percentage of common stock | 70.00% | ||||||||||||
Fees payable to borrower | $ 121 |
Notes Payable (Details Narrat_2
Notes Payable (Details Narrative) (10 K) - USD ($) $ / shares in Units, $ in Thousands | Mar. 28, 2019 | Jan. 28, 2019 | Dec. 10, 2018 | Dec. 06, 2018 | Nov. 30, 2018 | Nov. 09, 2018 | Oct. 24, 2018 | Aug. 31, 2018 | Aug. 30, 2018 | Jun. 20, 2018 | Jun. 01, 2018 | May 23, 2018 | Mar. 19, 2018 | Dec. 15, 2017 | Dec. 08, 2017 | Dec. 07, 2017 | Dec. 07, 2017 | Nov. 30, 2017 | Oct. 12, 2017 | Sep. 30, 2017 | Sep. 29, 2017 | Sep. 12, 2017 | Sep. 08, 2017 | Sep. 06, 2017 | Sep. 05, 2017 | Sep. 02, 2017 | Aug. 31, 2017 | Aug. 18, 2017 | Aug. 14, 2017 | Aug. 09, 2017 | May 18, 2017 | May 02, 2017 | Mar. 10, 2017 | Mar. 10, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 15, 2018 | Nov. 02, 2017 |
Convertible principal amount | $ 3,659 | $ 3,199 | ||||||||||||||||||||||||||||||||||||||||
Debt converted into shares, value | $ 8,680 | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 1,091 | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.50 | $ 0.75 | ||||||||||||||||||||||||||||||||||||||||
Stock issued during period shares | 750,000 | 88,700 | 347,400 | 220,000 | 220,000 | 200,000 | 43,100,000 | |||||||||||||||||||||||||||||||||||
Inducement expense | (20,312) | |||||||||||||||||||||||||||||||||||||||||
Accretion of debt discount | $ 1,091 | 919 | $ 5,627 | |||||||||||||||||||||||||||||||||||||||
Purchase shares of common stock | 120 | 120 | ||||||||||||||||||||||||||||||||||||||||
Percentage of average trading volume of common stock | 20.00% | |||||||||||||||||||||||||||||||||||||||||
Number of shares purchases | 2,000,000 | 26 | ||||||||||||||||||||||||||||||||||||||||
Gain on extinguishment | 1,275 | 1,875 | ||||||||||||||||||||||||||||||||||||||||
Second Warrant Shares [Member] | ||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants for dividend | 375 | |||||||||||||||||||||||||||||||||||||||||
Second Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Convertible principal amount | $ 500 | |||||||||||||||||||||||||||||||||||||||||
Percentage of average trading volume of common stock | 65.00% | |||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 7 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument accrued interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||
May 2018 Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||
Convertible principal amount | $ 840 | 500 | 400 | |||||||||||||||||||||||||||||||||||||||
Maturity date of notes | Jun. 23, 2019 | Mar. 23, 2019 | ||||||||||||||||||||||||||||||||||||||||
Notes payable | $ 700 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument, description of event of default | Upon the occurrence of an event of default, the outstanding balance of the May 2018 Notes shall immediately increase to 120% of the outstanding balance immediately prior to the event of default and become immediately due and payable. | |||||||||||||||||||||||||||||||||||||||||
Installment payment due date, description | the installment payments due on November 23, 2018, December 23, 2018, and January 23, 2019 | |||||||||||||||||||||||||||||||||||||||||
Payment to the holder for the note amended | $ 11 | |||||||||||||||||||||||||||||||||||||||||
June 2018 Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Convertible principal amount | $ 3,600 | $ 3,159 | 2,448 | |||||||||||||||||||||||||||||||||||||||
Maturity date of notes | Jul. 1, 2019 | May 1, 2019 | Apr. 1, 2019 | |||||||||||||||||||||||||||||||||||||||
Notes payable | $ 3,000 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument, description of event of default | Upon the occurrence of an event of default, the outstanding balance of the June 2018 Note shall immediately increase to 120% of the outstanding balance immediately prior to the event of default and become immediately due and payable. | |||||||||||||||||||||||||||||||||||||||||
Increase of principal amount | $ 245 | $ 48 | ||||||||||||||||||||||||||||||||||||||||
Installment payment due date, description | the installment payment due on December 1, 2018 | |||||||||||||||||||||||||||||||||||||||||
Gain on extinguishment | $ 1,875 | |||||||||||||||||||||||||||||||||||||||||
August 2018 Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Convertible principal amount | $ 1,062 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument accrued interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||
Maturity date of notes | Feb. 28, 2019 | |||||||||||||||||||||||||||||||||||||||||
Notes payable | $ 1,000 | |||||||||||||||||||||||||||||||||||||||||
December 2018 Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Convertible principal amount | $ 598 | 351 | ||||||||||||||||||||||||||||||||||||||||
Percentage of average trading volume of common stock | 70.00% | |||||||||||||||||||||||||||||||||||||||||
Debt instrument accrued interest rate | 8.00% | |||||||||||||||||||||||||||||||||||||||||
Maturity date of notes | Oct. 1, 2019 | May 6, 2019 | ||||||||||||||||||||||||||||||||||||||||
Notes payable | $ 500 | |||||||||||||||||||||||||||||||||||||||||
Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 905 | $ 5,627 | ||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 4.50 | |||||||||||||||||||||||||||||||||||||||||
Iliad Settlement Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||
Debt converted into shares | 1,909,863 | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 1,348 | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.75 | |||||||||||||||||||||||||||||||||||||||||
Stock issued during period shares | 547,660 | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 75 | $ 75 | ||||||||||||||||||||||||||||||||||||||||
Inducement expense | $ 7,517 | |||||||||||||||||||||||||||||||||||||||||
Equity Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 287 | |||||||||||||||||||||||||||||||||||||||||
Original issue discount | 108 | |||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 179 | |||||||||||||||||||||||||||||||||||||||||
Number of shares purchases | 12,319,159 | |||||||||||||||||||||||||||||||||||||||||
Equity Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.957 | $ 0.957 | ||||||||||||||||||||||||||||||||||||||||
Stock issued during period shares | 7,500,000 | |||||||||||||||||||||||||||||||||||||||||
Percentage of average trading volume of common stock | 200.00% | 200.00% | ||||||||||||||||||||||||||||||||||||||||
Equity Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||
Stock issued during period shares | 35,000,000 | |||||||||||||||||||||||||||||||||||||||||
March 2017 Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||
Debt converted into shares | 3,853,553 | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 165 | |||||||||||||||||||||||||||||||||||||||||
Stock issued during period shares | 2,157,407 | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 32 | |||||||||||||||||||||||||||||||||||||||||
Inducement expense | $ 5,739 | |||||||||||||||||||||||||||||||||||||||||
Accretion of debt discount | 78 | |||||||||||||||||||||||||||||||||||||||||
March 2017 Securities Purchase Agreement One [Member] | ||||||||||||||||||||||||||||||||||||||||||
Accretion of debt discount | 709 | |||||||||||||||||||||||||||||||||||||||||
L2 Capital, LLC [Member] | March 2017 Equity Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||
Purchase shares of common stock | $ 5,000 | |||||||||||||||||||||||||||||||||||||||||
L2 Capital, LLC [Member] | Equity Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||
Percentage of average daily trading value | 150.00% | 150.00% | ||||||||||||||||||||||||||||||||||||||||
Number of common stock price per share percentage | 90.00% | 90.00% | ||||||||||||||||||||||||||||||||||||||||
Maximum borrowing capacity | $ 6,500 | |||||||||||||||||||||||||||||||||||||||||
L2 Capital, LLC [Member] | Equity Purchase Agreement [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||
Purchase shares of common stock | $ 25 | |||||||||||||||||||||||||||||||||||||||||
L2 Capital, LLC [Member] | Equity Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||
Purchase shares of common stock | 1,000 | |||||||||||||||||||||||||||||||||||||||||
L2 Capital, LLC [Member] | Equity Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||
Additional paid in capital | $ 160 | |||||||||||||||||||||||||||||||||||||||||
L2 Capital, LLC [Member] | March 2017 Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||
Debt converted into shares | 2,166,850 | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 709 | |||||||||||||||||||||||||||||||||||||||||
10% Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||
Convertible principal amount | $ 50 | $ 50 | ||||||||||||||||||||||||||||||||||||||||
Debt interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Debt term | 1 year | 1 year | ||||||||||||||||||||||||||||||||||||||||
Convertible, conversion price | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||||||||||||||||||
Beneficial conversion feature | $ 100 | $ 100 | ||||||||||||||||||||||||||||||||||||||||
Debt converted into shares, value | $ 100 | $ 100 | ||||||||||||||||||||||||||||||||||||||||
Debt converted into shares | 400,000 | 400,000 | ||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 92 | $ 92 | 100 | |||||||||||||||||||||||||||||||||||||||
Secured Convertible Note [Member] | Iliad Research and Trading, L.P [Member] | ||||||||||||||||||||||||||||||||||||||||||
Convertible principal amount | $ 1,355 | |||||||||||||||||||||||||||||||||||||||||
Debt interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Discount on notes payable | $ 225 | |||||||||||||||||||||||||||||||||||||||||
Reimbursed legal and accounting expenses | $ 5 | |||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 1,231,819 | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 1.05 | |||||||||||||||||||||||||||||||||||||||||
Warrant expire term | 5 years | |||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 230 | |||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | 202 | |||||||||||||||||||||||||||||||||||||||||
Intrinsic value of beneficial conversion feature | $ 923 | |||||||||||||||||||||||||||||||||||||||||
Adjusted interest rate | 22.00% | |||||||||||||||||||||||||||||||||||||||||
Description on debt instrument | Subject to the terms and conditions set forth in the Iliad Note, the Company may prepay the outstanding balance of the Iliad Note in part or in full in cash of an amount equal to 125% multiplied by the outstanding balance of the Iliad Note. | |||||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ 1.05 | |||||||||||||||||||||||||||||||||||||||||
Redeem a portion of outstanding balance per calendar month | $ 90 | |||||||||||||||||||||||||||||||||||||||||
Percentage of market price | 65.00% | |||||||||||||||||||||||||||||||||||||||||
Iliad Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 1,355 | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 1.05 | |||||||||||||||||||||||||||||||||||||||||
Accretion of debt discount | 7 | |||||||||||||||||||||||||||||||||||||||||
Iliad Note One [Member] | ||||||||||||||||||||||||||||||||||||||||||
Accretion of debt discount | 1,348 | |||||||||||||||||||||||||||||||||||||||||
Commitment Note [Member] | L2 Capital, LLC [Member] | Equity Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||
Convertible principal amount | $ 160 | |||||||||||||||||||||||||||||||||||||||||
Issuance of convertible promissory note percentage | 8.00% | |||||||||||||||||||||||||||||||||||||||||
Percentage of average trading volume of common stock | 75.00% | |||||||||||||||||||||||||||||||||||||||||
First Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 400,000 | |||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 108 | |||||||||||||||||||||||||||||||||||||||||
Warrant exercisable price percentage | 110.00% | |||||||||||||||||||||||||||||||||||||||||
First Note [Member] | L2 Capital, LLC [Member] | Security Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||
Convertible principal amount | $ 500 | $ 500 | ||||||||||||||||||||||||||||||||||||||||
Debt term | 6 months | |||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 400,000 | 400,000 | ||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.96 | $ 0.96 | ||||||||||||||||||||||||||||||||||||||||
Percentage of average trading volume of common stock | 65.00% | |||||||||||||||||||||||||||||||||||||||||
Debt instrument accrued interest rate | 10.00% | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | L2 Capital, LLC [Member] | Security Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||
Convertible principal amount | $ 1,000 | $ 1,000 | ||||||||||||||||||||||||||||||||||||||||
Issuance of convertible promissory note percentage | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Debt instrument original issue of discount percentage | 20.00% | 20.00% | ||||||||||||||||||||||||||||||||||||||||
Proceeds from debt | $ 393 | |||||||||||||||||||||||||||||||||||||||||
Legal fees | $ 7 | |||||||||||||||||||||||||||||||||||||||||
L2 Collateralized Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Convertible principal amount | $ 500 | |||||||||||||||||||||||||||||||||||||||||
Beneficial conversion feature | $ 392 | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 287 | |||||||||||||||||||||||||||||||||||||||||
Discount on notes payable | 500 | |||||||||||||||||||||||||||||||||||||||||
Original issue discount | 108 | 100 | ||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | 179 | |||||||||||||||||||||||||||||||||||||||||
Proceeds from debt | $ 392 | |||||||||||||||||||||||||||||||||||||||||
Cash | $ 393 | |||||||||||||||||||||||||||||||||||||||||
Maturity date of notes | Nov. 10, 2017 | |||||||||||||||||||||||||||||||||||||||||
Number of warrant shares increased | 417,975 | |||||||||||||||||||||||||||||||||||||||||
May 2017 Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||
Convertible principal amount | $ 330 | |||||||||||||||||||||||||||||||||||||||||
Debt converted into shares | 327,382 | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 110 | $ 165 | ||||||||||||||||||||||||||||||||||||||||
Discount on notes payable | $ 165 | |||||||||||||||||||||||||||||||||||||||||
Warrant expire term | 5 years | |||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 65 | |||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | 100 | $ 100 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 14 | |||||||||||||||||||||||||||||||||||||||||
Accretion of debt discount | 55 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument, debt default, description | Events of default include failure to pay payments due under the May 2017 Notes, entrance into any bankruptcy or insolvency proceedings, failure to meet the obligations of any other notes payable in an amount exceeding $100, the Company's stock being suspending for trading or delisted, losing the Company's ability to deliver shares, or becoming more than 15 days delinquent on any filings required with the SEC. | |||||||||||||||||||||||||||||||||||||||||
May 2017 Notes [Member] | Two Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 360,000 | |||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.50 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument accrued interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Notes payable | $ 330 | |||||||||||||||||||||||||||||||||||||||||
May 2017 Notes One [Member] | ||||||||||||||||||||||||||||||||||||||||||
Accretion of debt discount | 110 | |||||||||||||||||||||||||||||||||||||||||
August 2017 Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||
Convertible, conversion price | $ 1.05 | |||||||||||||||||||||||||||||||||||||||||
Debt converted into shares | 462,000 | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 285 | 330 | ||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 360,000 | |||||||||||||||||||||||||||||||||||||||||
Warrant expire term | 5 years | |||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 35 | |||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | 135 | |||||||||||||||||||||||||||||||||||||||||
Intrinsic value of beneficial conversion feature | 160 | |||||||||||||||||||||||||||||||||||||||||
Stock issued during period shares | 7,600 | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 11 | |||||||||||||||||||||||||||||||||||||||||
Inducement expense | $ 21 | |||||||||||||||||||||||||||||||||||||||||
Accretion of debt discount | 45 | |||||||||||||||||||||||||||||||||||||||||
August 2017 Notes [Member] | Two Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 35 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument accrued interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Notes payable | $ 330 | |||||||||||||||||||||||||||||||||||||||||
August 2017 Notes One [Member] | ||||||||||||||||||||||||||||||||||||||||||
Accretion of debt discount | 285 | |||||||||||||||||||||||||||||||||||||||||
UAHC Note [Member] | ||||||||||||||||||||||||||||||||||||||||||
Debt converted into shares | 1,016,806 | 3,381,816 | ||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 2,408 | 2,410 | ||||||||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.75 | $ 0.75 | $ 1.05 | |||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 410 | |||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | 819 | |||||||||||||||||||||||||||||||||||||||||
Intrinsic value of beneficial conversion feature | 1,181 | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 73 | $ 73 | ||||||||||||||||||||||||||||||||||||||||
Inducement expense | $ 6,989 | |||||||||||||||||||||||||||||||||||||||||
Accretion of debt discount | 2 | |||||||||||||||||||||||||||||||||||||||||
UAHC Note [Member] | UAHC Ventures, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||
Convertible principal amount | $ 2,410 | |||||||||||||||||||||||||||||||||||||||||
Debt interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Convertible, conversion price | $ 1.05 | |||||||||||||||||||||||||||||||||||||||||
Reimbursed legal and accounting expenses | $ 10 | |||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 861,905 | |||||||||||||||||||||||||||||||||||||||||
Warrant expire term | 5 years | |||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 400 | |||||||||||||||||||||||||||||||||||||||||
Common stock cashless basis | $ 1.05 | |||||||||||||||||||||||||||||||||||||||||
UAHC Note One [Member] | ||||||||||||||||||||||||||||||||||||||||||
Accretion of debt discount | 2,408 | |||||||||||||||||||||||||||||||||||||||||
September 2017 Note [Member] | Investor [Member] | ||||||||||||||||||||||||||||||||||||||||||
Convertible, conversion price | $ 2 | |||||||||||||||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||
Warrant expire term | 3 years | |||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 80 | |||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | 275 | |||||||||||||||||||||||||||||||||||||||||
Intrinsic value of beneficial conversion feature | $ 125 | |||||||||||||||||||||||||||||||||||||||||
Debt instrument accrued interest rate | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Maturity date of notes | Sep. 12, 2019 | |||||||||||||||||||||||||||||||||||||||||
Notes payable | $ 480 | |||||||||||||||||||||||||||||||||||||||||
Common stock cashless basis | $ 1.05 | |||||||||||||||||||||||||||||||||||||||||
September 2017 Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||
Debt converted into shares | 672,000 | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 478 | 480 | ||||||||||||||||||||||||||||||||||||||||
Stock issued during period shares | 16,864 | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 11 | |||||||||||||||||||||||||||||||||||||||||
Inducement expense | $ 46 | |||||||||||||||||||||||||||||||||||||||||
Proceeds from debt | 2 | |||||||||||||||||||||||||||||||||||||||||
September 2017 Notes One [Member] | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from debt | $ 478 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 06, 2018 | Jun. 01, 2018 | May 23, 2018 | Dec. 31, 2017 |
Principal | $ 3,659 | $ 3,199 | ||||
Discount | (2,991) | (1,914) | ||||
Net | 668 | 1,285 | ||||
May 2018 Notes [Member] | ||||||
Principal | 500 | 400 | $ 840 | |||
Discount | (350) | (25) | ||||
Net | 150 | 375 | ||||
June 2018 Note [Member] | ||||||
Principal | 3,159 | 2,448 | $ 3,600 | |||
Discount | (2,641) | (1,803) | ||||
Net | $ 518 | 645 | ||||
December 2018 Note [Member] | ||||||
Principal | 351 | $ 598 | ||||
Discount | (86) | |||||
Net | $ 265 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | Aug. 09, 2016 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Operating Leases Commitments And Security Deposit [Line Items] | |||||
Monthly rent | $ 20 | $ 17 | $ 77 | $ 110 | |
Weighted average remaining lease term | 9 months 29 days | ||||
Weighted average lease discount rate | 10.80% | ||||
Sublease Agreement [Member] | |||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||
Lease expiration | Jan. 31, 2020 | ||||
Security deposit | $ 13 | ||||
Sublease Agreement [Member] | First 12-Month Period [Member] | |||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||
Monthly rent | 6 | ||||
Sublease Agreement [Member] | After 12 Month Period Until Expiration [Member] | |||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||
Monthly rent | $ 7 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payment (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
2019 (remaining nine months) | $ 62 | $ 85 |
2020 | 7 | 7 |
Total undiscounted minimum future lease payments | 69 | $ 92 |
Less Imputed interest | (3) | |
Present value of lease liabilities | $ 66 |
Leases - Schedule of Right of U
Leases - Schedule of Right of Use Asset (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Leases [Abstract] | |||
Right of use asset, operating lease, net of amortization | $ 69 | $ 87 |
Common Stock and Warrant Issu_3
Common Stock and Warrant Issuances (Details Narrative) $ in Thousands | Mar. 28, 2019USD ($)shares | Jan. 28, 2019 | Nov. 30, 2018USD ($)TradingDaysshares | Aug. 30, 2018USD ($) | Jun. 20, 2018shares | May 02, 2018USD ($) | Apr. 30, 2018USD ($) | Mar. 19, 2018 | Jan. 17, 2018USD ($) | Nov. 30, 2017shares | Nov. 02, 2017USD ($) | Oct. 12, 2017shares | Sep. 30, 2017shares | Aug. 31, 2017shares | May 18, 2017USD ($)shares | Mar. 31, 2019USD ($)shares | Mar. 31, 2018USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Value of common stock shares issued for services | $ 60 | $ 839 | $ 2,272 | $ 4,629 | |||||||||||||||
Stock issued during period shares | $ 118 | $ 2,154 | |||||||||||||||||
Percentage of average trading volume of common stock | 20.00% | ||||||||||||||||||
Stock issued during period shares | shares | 750,000 | 88,700 | 347,400 | 220,000 | 220,000 | 200,000 | 43,100,000 | ||||||||||||
Proceeds from sale of common stock | $ 313 | $ 313 | $ 94 | $ 94 | $ 395 | ||||||||||||||
April 16, 2019 [Member] | |||||||||||||||||||
Common stock held by non-affiliates, threshold amount | $ 75,000 | ||||||||||||||||||
December 2018 Note [Member] | |||||||||||||||||||
Percentage of average trading volume of common stock | 70.00% | ||||||||||||||||||
Payment of debt amount | $ 354 | ||||||||||||||||||
Equity Purchase Agreement [Member] | |||||||||||||||||||
Stock issued during period shares | $ 35,000 | ||||||||||||||||||
Number of common stock purchase, value | $ 500 | ||||||||||||||||||
Percentage of average trading volume of common stock | 200.00% | 200.00% | |||||||||||||||||
Equity purchase description | Pursuant to the August Equity Purchase Agreement, the Company may require Oasis Capital to purchase shares of common stock that is equal to the lesser of $500 and 200% of the average trading volume of the common stock in the ten prior trading days, upon the Company's delivery of a put notice to Oasis Capital. Oasis Capital shall purchase such number of shares of common stock at a per share price that equals to the lowest volume weighted average trading price of the common stock during the five prior trading days multiplied by 93.5%. | ||||||||||||||||||
Common shares per share price equals to lowest volume weighted average trading price, multiplied percent | 93.50% | ||||||||||||||||||
Number of common stock purchase, value | $ 500 | ||||||||||||||||||
Common stock trading days | TradingDays | 10 | ||||||||||||||||||
Description of common stock trading | The EPA Amendment amends the aggregate value of the common stock that can be sold to Oasis Capital from $35,000 to $50,000. Subject to the terms of the EPA Amendment, the Company may by notice (a "Put Notice") delivered to Oasis Capital require Oasis Capital to purchase a number of shares (the "Put Shares") of the common stock that is equal to the lesser of $500 and 200% of the average trading volume of the common stock in the ten trading days immediately preceding the date of such Put Notice. The Amendment and EPA provide that the purchase price for such Put Shares will be the lowest traded price on the principal market for any trading day during the five trading days either following or beginning on the date on which Oasis Capital receives delivery of the Put Shares into its brokerage account, which period is referred to as the Valuation Period, multiplied by 95.0%. | ||||||||||||||||||
Stock issued during period shares | shares | 7,500,000 | ||||||||||||||||||
Proceeds from sale of common stock | $ 346 | ||||||||||||||||||
Equity Purchase Agreement [Member] | Minimum [Member] | |||||||||||||||||||
Stock issued during period shares | $ 35,000 | ||||||||||||||||||
Equity Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||
Stock issued during period shares | $ 50,000 | ||||||||||||||||||
Stock issued during period shares | shares | 35,000,000 | ||||||||||||||||||
Consultants [Member] | |||||||||||||||||||
Number of common stock shares issued for services | shares | 160,500 | 448,551 | |||||||||||||||||
Value of common stock shares issued for services | $ 60 | $ 839 |
Common Stock and Warrant Issu_4
Common Stock and Warrant Issuances (Details Narrative) (10 K) $ / shares in Units, $ in Thousands | Mar. 28, 2019USD ($)shares | Nov. 30, 2018USD ($)TradingDaysshares | Aug. 30, 2018USD ($) | Jun. 20, 2018shares | May 02, 2018USD ($)shares | Apr. 30, 2018USD ($)shares | Mar. 26, 2018shares | Mar. 19, 2018 | Mar. 15, 2018USD ($)$ / sharesshares | Feb. 06, 2018shares | Jan. 17, 2018USD ($)shares | Dec. 15, 2017shares | Dec. 07, 2017$ / sharesshares | Nov. 30, 2017shares | Nov. 02, 2017USD ($)$ / sharesshares | Oct. 12, 2017shares | Sep. 30, 2017USD ($)shares | Sep. 29, 2017shares | Sep. 12, 2017$ / sharesshares | Sep. 08, 2017shares | Sep. 02, 2017shares | Aug. 31, 2017USD ($)shares | Aug. 18, 2017$ / sharesshares | Aug. 09, 2017$ / sharesshares | Jun. 30, 2017$ / sharesshares | May 31, 2017$ / sharesshares | May 18, 2017USD ($)$ / sharesshares | May 02, 2017$ / sharesshares | Mar. 10, 2017$ / sharesshares | May 31, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Feb. 28, 2017USD ($)$ / sharesshares | Mar. 31, 2019USD ($)shares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 14, 2017shares | Dec. 08, 2017$ / sharesshares |
Stock issued during period shares | 750,000 | 88,700 | 347,400 | 220,000 | 220,000 | 200,000 | 43,100,000 | |||||||||||||||||||||||||||||||
Proceeds from Issuance of common stock | $ | $ 313 | $ 313 | $ 94 | $ 94 | $ 395 | |||||||||||||||||||||||||||||||||
Warrants to purchase of common stock shares | 625,000 | 625,000 | 375,000 | 125,000 | 360,000 | 665,000 | ||||||||||||||||||||||||||||||||
Decrease of exercise price of warrants due to anti-dilution protection | $ / shares | $ 0.75 | $ 0.50 | ||||||||||||||||||||||||||||||||||||
Stock issued during period shares | $ | $ 118 | $ 2,154 | ||||||||||||||||||||||||||||||||||||
Accounts payable | $ | $ 401 | $ 401 | ||||||||||||||||||||||||||||||||||||
Proceeds from warrants exercises | $ | $ 313 | $ 313 | $ 281 | 907 | $ 395 | |||||||||||||||||||||||||||||||||
Value of common stock shares issued for services | $ | 60 | $ 839 | 2,272 | $ 4,629 | ||||||||||||||||||||||||||||||||||
Number of common stock sold | 2,000,000 | 26 | ||||||||||||||||||||||||||||||||||||
Percentage of average trading volume of common stock | 20.00% | |||||||||||||||||||||||||||||||||||||
Value of common stock in exchange for note payable | $ | $ 8,680 | |||||||||||||||||||||||||||||||||||||
Warrant expiration date | May 31, 2022 | |||||||||||||||||||||||||||||||||||||
Warrant modification expense | $ | $ 139 | 139 | ||||||||||||||||||||||||||||||||||||
Deemed dividend | $ | 2,514 | |||||||||||||||||||||||||||||||||||||
Iliad Note [Member] | ||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock shares | 1,231,819 | 5,173,640 | 5,173,640 | |||||||||||||||||||||||||||||||||||
Decrease of exercise price of warrants due to anti-dilution protection | $ / shares | $ 1.05 | |||||||||||||||||||||||||||||||||||||
Warrant expiration date | May 31, 2022 | |||||||||||||||||||||||||||||||||||||
Number of warrants forfeited | 376,361 | |||||||||||||||||||||||||||||||||||||
UAHC Note [Member] | ||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock shares | 1,206,667 | 861,905 | ||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||||||||||
Decrease of exercise price of warrants due to anti-dilution protection | $ / shares | $ 0.75 | $ 1.05 | ||||||||||||||||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock shares | 3,750,000 | 4,875,000 | 4,875,000 | |||||||||||||||||||||||||||||||||||
August 2017 Note [Member] | ||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock shares | 144,000 | 360,000 | ||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | |||||||||||||||||||||||||||||||||||||
Decrease of exercise price of warrants due to anti-dilution protection | $ / shares | $ 0.75 | $ 1.05 | ||||||||||||||||||||||||||||||||||||
Second Note [Member] | ||||||||||||||||||||||||||||||||||||||
Percentage of average trading volume of common stock | 65.00% | |||||||||||||||||||||||||||||||||||||
September 2017 Note [Member] | ||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||||||||||||||||||||
Decrease of exercise price of warrants due to anti-dilution protection | $ / shares | $ 2 | |||||||||||||||||||||||||||||||||||||
May 2017 Note [Member] | ||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock shares | 360,000 | |||||||||||||||||||||||||||||||||||||
Number of shares issuable under warrants issued | 226,666 | |||||||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||||||
Decrease of exercise price of warrants due to anti-dilution protection | $ / shares | $ 0.40 | |||||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Decrease of exercise price of warrants due to anti-dilution protection | $ / shares | $ 4.50 | |||||||||||||||||||||||||||||||||||||
Maximum [Member] | Second Note [Member] | ||||||||||||||||||||||||||||||||||||||
Number of shares issuable under warrants issued | 417,975 | |||||||||||||||||||||||||||||||||||||
Equity Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Stock issued during period shares | 7,500,000 | |||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of common stock | $ | $ 346 | |||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock shares | 400,000 | |||||||||||||||||||||||||||||||||||||
Decrease of exercise price of warrants due to anti-dilution protection | $ / shares | $ 0.957 | |||||||||||||||||||||||||||||||||||||
Stock issued during period shares | $ | $ 35,000 | |||||||||||||||||||||||||||||||||||||
Equity purchase description | Pursuant to the August Equity Purchase Agreement, the Company may require Oasis Capital to purchase shares of common stock that is equal to the lesser of $500 and 200% of the average trading volume of the common stock in the ten prior trading days, upon the Company's delivery of a put notice to Oasis Capital. Oasis Capital shall purchase such number of shares of common stock at a per share price that equals to the lowest volume weighted average trading price of the common stock during the five prior trading days multiplied by 93.5%. | |||||||||||||||||||||||||||||||||||||
Common shares per share price equals to lowest volume weighted average trading price, multiplied percent | 93.50% | |||||||||||||||||||||||||||||||||||||
Number of common stock purchase. value | $ | $ 500 | |||||||||||||||||||||||||||||||||||||
Percentage of average trading volume of common stock | 200.00% | 200.00% | ||||||||||||||||||||||||||||||||||||
Common stock trading days | TradingDays | 10 | |||||||||||||||||||||||||||||||||||||
Description of common stock trading | The EPA Amendment amends the aggregate value of the common stock that can be sold to Oasis Capital from $35,000 to $50,000. Subject to the terms of the EPA Amendment, the Company may by notice (a "Put Notice") delivered to Oasis Capital require Oasis Capital to purchase a number of shares (the "Put Shares") of the common stock that is equal to the lesser of $500 and 200% of the average trading volume of the common stock in the ten trading days immediately preceding the date of such Put Notice. The Amendment and EPA provide that the purchase price for such Put Shares will be the lowest traded price on the principal market for any trading day during the five trading days either following or beginning on the date on which Oasis Capital receives delivery of the Put Shares into its brokerage account, which period is referred to as the Valuation Period, multiplied by 95.0%. | |||||||||||||||||||||||||||||||||||||
Amount charged related to deferred financing cost | $ | $ 301 | |||||||||||||||||||||||||||||||||||||
Warrant expiration date | Mar. 10, 2024 | |||||||||||||||||||||||||||||||||||||
Equity Purchase Agreement [Member] | August 2018 Note Payable [Member] | ||||||||||||||||||||||||||||||||||||||
Stock issued during period shares | 33,650,000 | |||||||||||||||||||||||||||||||||||||
Stock issued during period shares | $ | $ 2,760 | |||||||||||||||||||||||||||||||||||||
Equity Purchase Agreement [Member] | August 2018 Note and December 2018 Note [Member] | ||||||||||||||||||||||||||||||||||||||
Value of common stock in exchange for note payable | $ | $ 1,312 | |||||||||||||||||||||||||||||||||||||
Equity Purchase Agreement [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||
Stock issued during period shares | $ | $ 35,000 | |||||||||||||||||||||||||||||||||||||
Equity Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||
Stock issued during period shares | 35,000,000 | |||||||||||||||||||||||||||||||||||||
Stock issued during period shares | $ | $ 50,000 | |||||||||||||||||||||||||||||||||||||
Iliad Settlement Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Stock issued during period shares | 547,660 | |||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock shares | 1,724,547 | |||||||||||||||||||||||||||||||||||||
Decrease of exercise price of warrants due to anti-dilution protection | $ / shares | $ 0.75 | |||||||||||||||||||||||||||||||||||||
Former Noteholder [Member] | ||||||||||||||||||||||||||||||||||||||
Stock issued during period shares | 3,381,816 | 3,381,816 | ||||||||||||||||||||||||||||||||||||
Consultants [Member] | ||||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services | 2,387,273 | 2,574,000 | ||||||||||||||||||||||||||||||||||||
Value of common stock shares issued for services | $ | $ 2,272 | $ 4,629 | ||||||||||||||||||||||||||||||||||||
L2 Capital, LLC [Member] | ||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock shares | 800,000 | |||||||||||||||||||||||||||||||||||||
Number of shares issuable under warrants issued | 620,282 | |||||||||||||||||||||||||||||||||||||
L2 Capital, LLC [Member] | Equity Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Equity purchase description | The Equity Purchase Agreement, the Company may require L2 Capital to purchase shares of common stock that is equal to the lesser of $500 and 200% of the average trading volume of the common stock in the ten prior trading days, upon the Company's delivery of a put notice to L2 Capital. L2 Capital shall purchase such number of shares of common stock at a per share price that equals to the lowest volume weighted average trading price of the common stock during the five prior trading days multiplied by 93.5%. | |||||||||||||||||||||||||||||||||||||
Common shares per share price equals to lowest volume weighted average trading price, multiplied percent | 93.50% | |||||||||||||||||||||||||||||||||||||
Series C Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock shares | 1 | 1 | ||||||||||||||||||||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||||||||||||||||||||
Decrease of exercise price of warrants due to anti-dilution protection | $ / shares | $ 1 | $ 1 | ||||||||||||||||||||||||||||||||||||
Series A Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock shares | 1 | 1 | ||||||||||||||||||||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||||||||||||||||||||
Decrease of exercise price of warrants due to anti-dilution protection | $ / shares | $ 0.50 | $ 0.50 | ||||||||||||||||||||||||||||||||||||
Series B Warrant [Member] | ||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock shares | 1 | 1 | ||||||||||||||||||||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||||||||||||||||||||
Decrease of exercise price of warrants due to anti-dilution protection | $ / shares | $ 0.75 | $ 0.75 | ||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Stock issued during period shares | 7,028,588 | |||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock shares | 3,012,186 | |||||||||||||||||||||||||||||||||||||
Number of common stock shares issued for services | 2,574,000 | |||||||||||||||||||||||||||||||||||||
Value of common stock shares issued for services | $ | $ 3 | |||||||||||||||||||||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock shares | 3,954,530 | |||||||||||||||||||||||||||||||||||||
Number of common stock issued in exchange for cashless exercise of warrants | 8,469,251 | |||||||||||||||||||||||||||||||||||||
Warrants [Member] | Iliad Note [Member] | ||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock shares | 1,348,186 | |||||||||||||||||||||||||||||||||||||
Warrants [Member] | UAHC Note [Member] | ||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock shares | 3,620,001 | |||||||||||||||||||||||||||||||||||||
Warrants [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||||||||||||||||||||
Decrease of exercise price of warrants due to anti-dilution protection | $ / shares | $ 1.25 | |||||||||||||||||||||||||||||||||||||
One Third of Warrant One [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||||||||||||
Decrease of exercise price of warrants due to anti-dilution protection | $ / shares | $ 0.50 | $ 0.50 | $ 0.50 | |||||||||||||||||||||||||||||||||||
One Third of Warrant Two [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||||||||||||
Decrease of exercise price of warrants due to anti-dilution protection | $ / shares | 0.75 | 0.75 | 0.75 | |||||||||||||||||||||||||||||||||||
One Third of Warrant Three [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||||||||||||
Decrease of exercise price of warrants due to anti-dilution protection | $ / shares | $ 1 | $ 1 | $ 1 | |||||||||||||||||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||||||||||||||||||
Stock issued during period shares | 200,000 | 1,250,000 | 1,625,000 | 1,625,000 | ||||||||||||||||||||||||||||||||||
Purchase price per share | $ / shares | $ 0.40 | $ 0.40 | $ 0.40 | $ 0.40 | ||||||||||||||||||||||||||||||||||
Proceeds from Issuance of common stock | $ | $ 500 | $ 650 | $ 650 | |||||||||||||||||||||||||||||||||||
Stock issued during period shares | $ | $ 80 |
Common Stock and Warrant Issu_5
Common Stock and Warrant Issuances - Summary of Warrant Outstanding (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Number of Shares, Warrants Outstanding Beginning | 5,477,975 | 13,720,742 |
Number of Shares, Warrants, Issued | ||
Warrant Shares Outstanding, Additional Warrants Issued for Trigger of Anti-dilution Protection | 1,000,000 | |
Number of Shares, Warrants Exercised | (5,579,530) | |
Number of Shares, Warrants Expired/cancelled | (3,663,237) | |
Number of Shares, Warrants Outstanding Ending | 5,477,975 | 5,477,975 |
Number of Shares, Warrants Exercisable Ending | 5,477,975 | 5,477,975 |
Weighted Average Exercise Price Outstanding Beginning | $ 1.01 | $ 1.49 |
Weighted Average Exercise Price, Additional Warrants Issued for Trigger of Anti-dilution Protection | 0.40 | |
Weighted Average Exercise Price Per Share Warrants, Exercised | 0.91 | |
Weighted Average Exercise Price Per Share Warrants, Expired/cancelled | 0.56 | |
Weighted Average Exercise Price Outstanding Ending | 1.01 | 1.01 |
Weighted Average Exercise Price Per Share Exercisable Ending | $ 1.01 | $ 1.01 |
Weighted Average Remaining Contractual Life Warrants Outstanding | 1 year 1 month 16 days | 1 year 4 months 13 days |
Weighted Average Remaining Contractual Life Warrants Exercisable | 1 year 1 month 16 days | 1 year 4 months 13 days |
Intrinsic Value Outstanding Beginning | ||
Intrinsic Value Outstanding Ending | ||
Intrinsic Value Exercisable |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation | $ 949 | $ 2,227 | $ 6,402 | $ 16,574 |
Unrecognized compensation costs related to non-vested stock options | ||||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized stock-based compensation costs | $ 1,573 | |||
Share based compensation of weighted average period term | 6 months 14 days | |||
Employee and Director [Member] | Selling General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation | $ 894 | $ 1,087 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details Narrative) (10 K) - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 17, 2018 | Aug. 01, 2018 | Jul. 10, 2018 | May 31, 2018 | Apr. 06, 2018 | Mar. 01, 2018 | Jan. 15, 2018 | Aug. 14, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock based compensation | $ 949 | $ 2,227 | $ 6,402 | $ 16,574 | |||||||||
General and Administrative Expense [Member] | Stock Option [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock based compensation | 0 | $ 7,094 | |||||||||||
Restricted Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Unamortized stock-based compensation costs | $ 2,466 | ||||||||||||
Share based compensation of weighted average period | 9 months 18 days | ||||||||||||
Position And Separation Agreement [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock granted during period restricted shares | 100,000 | ||||||||||||
Employment Agreement [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock based compensation | $ 37 | ||||||||||||
Stock option extended term | Extend the term of the stock options to August 14, 2022 | ||||||||||||
Directors, Officers and Employees [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock granted during period restricted shares | 4,150,000 | ||||||||||||
Directors, Officers and Employees [Member] | Minimum [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock option vesting period | 16 months | ||||||||||||
Directors, Officers and Employees [Member] | Maximum [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock option vesting period | 24 months | ||||||||||||
Employee [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock granted during period restricted shares | 50,000 | 10,000 | |||||||||||
Stock option vesting period | 18 months | 12 months | |||||||||||
Mr. Robert Lowrey [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock granted during period restricted shares | 250,000 | 750,000 | |||||||||||
Stock option vesting period | 17 months | 24 months | |||||||||||
Officers and Directors [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock granted during period restricted shares | 900,000 | ||||||||||||
Stock option vesting period | 12 months | ||||||||||||
Mr. Robert Ladd [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock granted during period restricted shares | 600,000 | ||||||||||||
Stock option vesting period | 24 months | ||||||||||||
Mr. Nolan Bushell [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock forfeited/cancelled during period restricted shares | 550,000 | ||||||||||||
Mr. Stephen Schaeffer [Member] | Original Employment Agreement [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock granted during period restricted shares | 100,000 | ||||||||||||
Certain Executives and Directors [Member] | Restricted Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock forfeited/cancelled during period restricted shares | 1,966,666 | ||||||||||||
Employee and Director [Member] | General and Administrative Expense [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock based compensation | $ 4,357 | $ 3,280 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Restricted Common Stock Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Number of shares Non-vested, Beginning Balance | 3,355,000 | 3,850,000 |
Number of shares, Granted | 2,760,000 | |
Number of shares, Vested | (704,999) | (2,705,000) |
Number of shares, Forfeited | (550,000) | |
Number of shares Non-vested, Ending Balance | 2,650,001 | 3,355,000 |
Weighted average grant date fair value Non-vested, Beginning Balance | $ 1.46 | $ 1.42 |
Weighted average grant date fair value Fair Value, Granted | 1.33 | |
Weighted average grant date fair value, Vested | 1.63 | 1.41 |
Weighted average grant date fair value, Forfeited | 1.06 | |
Weighted average grant date fair value Non-vested, Ending Balance | $ 1.41 | $ 1.46 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Options Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Options Outstanding, Granted | 2,760,000 | |
Weighted Average Grant Date Fair Value Outstanding, Beginning Balance | $ 1.33 | |
Stock Option [Member] | ||
Options Outstanding, Beginning Balance | 6,000,000 | 6,000,000 |
Options Outstanding, Granted | ||
Options Outstanding, Exercised | ||
Options Outstanding, Forfeited/Cancelled | ||
Options Outstanding, Ending Balance | 6,000,000 | 6,000,000 |
Options Exercisable, Ending Balance | 6,000,000 | 6,000,000 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 0.71 | $ 0.71 |
Weighted Average Exercise Price Outstanding, Granted | ||
Weighted Average Exercise Price Outstanding, Exercised | ||
Weighted Average Exercise Price Outstanding, Forfeited/Cancelled | ||
Weighted Average Exercise Price Outstanding, Ending Balance | 0.71 | 0.71 |
Weighted Average Exercise Price Exercisable, Ending Balance | 0.71 | 0.71 |
Weighted Average Grant Date Fair Value Outstanding, Beginning Balance | 1.29 | 1.29 |
Weighted Average Grant Date Fair Value Outstanding, Ending Balance | 1.29 | 1.29 |
Weighted Average Grant Date Fair Value Exercisable, Ending Balance | $ 1.29 | $ 1.29 |
Weighted Average Remaining Life Outstanding, Beginning Balance | 4 years 7 months 13 days | |
Weighted Average Remaining Life Outstanding, Ending Balance | 10 months 3 days | 3 years 7 months 13 days |
Weighted Average Remaining Life Exercisable, Ending Balance | 10 months 3 days | 3 years 7 months 13 days |
Intrinsic Value Outstanding, Ending Balance | ||
Intrinsic Value Exercisable, Ending Balance |
Non-Controlling Interest - Sche
Non-Controlling Interest - Schedule of Non-Controlling Interest (Details) (10 K) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Noncontrolling Interest [Abstract] | ||
Non-controlling interest at beginning | $ (22) | $ (22) |
Non-controlling share of net loss | ||
Reclassification of non-controlling interest to accumulated deficit | 22 | |
Non-controlling interest at ending | $ (22) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) (10 K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Increase in valuation allowance | $ 9,291 | |
Provisional reduction gross deferred tax assets | $ 10,743 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) (10 K) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
U.S. federal tax loss carry-forward | $ 12,705 | $ 10,174 |
U.S. State tax loss carry-forward | 1,052 | 766 |
U.S. federal capital loss carry-forward | ||
Equity based compensation | 7,764 | 3,117 |
Fixed assets, intangible assets and goodwill | 2,224 | 496 |
Long-term investments | 969 | 870 |
Total deferred tax assets | 24,714 | 15,423 |
Less: valuation allowance | (24,714) | (15,423) |
Net deferred tax asset |
Income Taxes - Summary of Opera
Income Taxes - Summary of Operating Loss Carryforwards (Details) (10 K) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Federal Tax [Member] | |
Operating Loss Carryforwards | $ 60,502 |
Operating Loss Carry Forwards Expiation Dates | Fiscal 2023 |
Domestic Tax [Member] | |
Operating Loss Carryforwards | $ 44,382 |
Operating Loss Carry Forwards Expiation Dates | Fiscal 2031 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) (10 K) | Dec. 22, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | |||
Expected Federal Tax | (35.00%) | (21.00%) | (34.00%) |
State Tax (Net of Federal Benefit) | (2.40%) | (5.50%) | |
Accretion of notes payable discount | 0.90% | 4.40% | |
Inducement expense | 0.00% | 15.90% | |
Stock-based compensation | 0.00% | 10.50% | |
Other permanent differences | 0.00% | 0.20% | |
True up of prior year deferred tax assets | (3.20%) | 1.30% | |
Change in federal and state tax rates | 0.00% | 18.40% | |
Note Extinguishment | (1.30%) | 0.00% | |
Change in valuation allowance | 27.00% | (11.20%) | |
Effective rate of income tax | 0.00% | 0.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - Hosting Agreement [Member] $ in Thousands | Oct. 23, 2018USD ($) |
Operating Leases Commitments And Security Deposit [Line Items] | |
Payment of an initial fee | $ 170 |
Number of miners consumed | The Hosting Agreement states that after payment of an initial fee of $170, all future amounts due to the service provider will be calculated based on electricity consumed by the Company's 2,500 miners, as determined via separate metered connections on two transformers. |
Agreement period, description | The Hosting Agreement commenced on November 1, 2018 and terminates on November 1, 2020. |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) (10 K) $ / shares in Units, $ in Thousands | Aug. 14, 2018USD ($)shares | Aug. 01, 2018shares | Jul. 11, 2018USD ($) | Jun. 20, 2018shares | Apr. 02, 2018USD ($)shares | Mar. 08, 2018USD ($)shares | Mar. 01, 2018shares | Feb. 28, 2018USD ($) | Feb. 13, 2018USD ($)Integer | Nov. 30, 2017shares | Oct. 12, 2017USD ($)Integershares | Sep. 30, 2017shares | Aug. 31, 2017shares | May 18, 2017shares | Aug. 09, 2016USD ($) | Mar. 31, 2019USD ($)shares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Nov. 02, 2017$ / shares | May 02, 2017$ / shares |
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||||||||||||||
Monthly rent | $ 20 | $ 17 | $ 77 | $ 110 | |||||||||||||||||
Stock issued during period shares | shares | 750,000 | 88,700 | 347,400 | 220,000 | 220,000 | 200,000 | 43,100,000 | ||||||||||||||
Warrants Initial exercise price | $ / shares | $ 0.75 | $ 0.50 | |||||||||||||||||||
Inducement expense | 20,312 | ||||||||||||||||||||
Mr. Robert Lowrey [Member] | |||||||||||||||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||||||||||||||
Number of restricted common stock issued | shares | 250,000 | 750,000 | |||||||||||||||||||
Stock option vesting period | 17 months | 24 months | |||||||||||||||||||
Series F Warrant [Member] | |||||||||||||||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||||||||||||||
Number of warrant to purchase of common stock shares | shares | 436,100 | ||||||||||||||||||||
Warrants Initial exercise price | $ / shares | $ 2 | ||||||||||||||||||||
Warrants exercisable term | 3 years | ||||||||||||||||||||
Sublease Agreement [Member] | |||||||||||||||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||||||||||||||
Lease expiration | Jan. 31, 2020 | ||||||||||||||||||||
Security deposit | $ 13 | ||||||||||||||||||||
Sublease Agreement [Member] | First 12-Month Period [Member] | |||||||||||||||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||||||||||||||
Monthly rent | 6 | ||||||||||||||||||||
Sublease Agreement [Member] | After 12 Month Period Until Expiration [Member] | |||||||||||||||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||||||||||||||
Monthly rent | 7 | ||||||||||||||||||||
Prior to Sublease [Member] | |||||||||||||||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||||||||||||||
Monthly rent | $ 4 | ||||||||||||||||||||
Two Management Agreements [Member] | |||||||||||||||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||||||||||||||
Number of bitcoin mining machines purchased | Integer | 2,376 | ||||||||||||||||||||
Purchase of assets | $ 3,650 | ||||||||||||||||||||
Other payables | $ 691 | ||||||||||||||||||||
User distribution portion description | The User Distribution Portion is 50% of the amount of Bitcoin mined net of the operating fee (10% of the total Bitcoin mined) and the electricity cost. | ||||||||||||||||||||
Management Agreements [Member] | |||||||||||||||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||||||||||||||
Stock issued during period shares | shares | 436,100 | ||||||||||||||||||||
Due to related parties | $ 0 | $ 0 | |||||||||||||||||||
Management Agreement Termination [Member] | Buckhead Crypto [Member] | |||||||||||||||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||||||||||||||
Purchase of assets | $ 767 | ||||||||||||||||||||
Prepaid expense | $ 133 | ||||||||||||||||||||
Other Management Agreement [Member] | Third Party [Member] | |||||||||||||||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||||||||||||||
Number of bitcoin mining machines purchased | Integer | 200 | ||||||||||||||||||||
Purchase of assets | $ 428 | ||||||||||||||||||||
POD5 Agreement [Member] | |||||||||||||||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||||||||||||||
Stock issued during period shares | shares | 200,000 | ||||||||||||||||||||
Inducement expense | $ 25 | ||||||||||||||||||||
Employment Agreement [Member] | Mr. Robert Lowrey [Member] | |||||||||||||||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||||||||||||||
Annual base salary | $ 240 | ||||||||||||||||||||
One-time signing bonus | $ 10 | ||||||||||||||||||||
Employment Agreement [Member] | Mr. Robert Lowrey [Member] | 2016 Stock Option Plan [Member] | |||||||||||||||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||||||||||||||
Number of restricted common stock issued | shares | 750,000 | ||||||||||||||||||||
Stock option vesting period | 2 years | ||||||||||||||||||||
Employment Agreement [Member] | Mr. Ladd [Member] | |||||||||||||||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||||||||||||||
Annual base salary | $ 360 | ||||||||||||||||||||
Employment Agreement [Member] | Mr. Ladd [Member] | 2016 Stock Option Plan [Member] | |||||||||||||||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||||||||||||||
Number of restricted common stock issued | shares | 600,000 | ||||||||||||||||||||
Stock option vesting period | 2 years | ||||||||||||||||||||
Restated Executive Employment Agreement [Member] | Mr. Stephen Schaeffer [Member] | 2016 Stock Option Plan [Member] | |||||||||||||||||||||
Operating Leases Commitments And Security Deposit [Line Items] | |||||||||||||||||||||
Annual base salary | $ 250 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Payments (Details) (10 K) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
2019 | $ 62 | $ 85 |
2020 | 7 | 7 |
Total | $ 69 | $ 92 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) (10 K) - USD ($) $ in Thousands | Jun. 20, 2018 | Nov. 30, 2017 | Oct. 12, 2017 | Sep. 30, 2017 | Aug. 31, 2017 | May 18, 2017 | Mar. 03, 2017 | Mar. 31, 2019 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Stock issued during period shares | 750,000 | 88,700 | 347,400 | 220,000 | 220,000 | 200,000 | 43,100,000 | ||||
Stock issued during period shares | $ 118 | $ 2,154 | |||||||||
FTS [Member] | |||||||||||
Outstanding shares of common stock ownership percentage | 33.00% | ||||||||||
Demonsaw LLC [Member] | |||||||||||
Outstanding shares of common stock ownership percentage | 46.00% | ||||||||||
Stock issued during period shares | 2,000,000 | ||||||||||
Stock issued during period shares | $ 2,500 | ||||||||||
Future Tense Secure Systems, Inc [Member] | |||||||||||
Consulting fees | $ 137 | $ 360 | |||||||||
Due to related party | $ 0 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Narrative) - 401(k) Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee contribution amount | $ 4 | $ 18 | $ 18 | $ 10 |
Maximum [Member] | ||||
Employee contribution percentage | 100.00% | 100.00% |
Employee Benefit Plans (Detai_2
Employee Benefit Plans (Details Narrative) (10 K) - 401(k) Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee contribution amount | $ 4 | $ 18 | $ 18 | $ 10 |
Maximum [Member] | ||||
Employee contribution percentage | 100.00% | 100.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 15, 2019 | May 13, 2019 | May 10, 2019 | May 10, 2019 | May 09, 2019 | Apr. 12, 2019 | Apr. 09, 2019 | Mar. 28, 2019 | Jan. 28, 2019 | Jan. 07, 2019 | Dec. 10, 2018 | Nov. 30, 2018 | Oct. 24, 2018 | Aug. 30, 2018 | Jun. 20, 2018 | Jun. 01, 2018 | May 02, 2018 | Apr. 30, 2018 | Mar. 19, 2018 | Jan. 17, 2018 | Dec. 15, 2017 | Nov. 30, 2017 | Oct. 12, 2017 | Sep. 30, 2017 | Aug. 31, 2017 | May 18, 2017 | Apr. 16, 2019 | May 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 15, 2018 | Nov. 02, 2017 | May 02, 2017 | Mar. 10, 2017 |
Percentage of average trading volume of common stock | 20.00% | ||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.75 | $ 0.50 | |||||||||||||||||||||||||||||||||
Proceeds from warrant exercise | $ 313 | $ 313 | $ 281 | $ 907 | $ 395 | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 8,500,000 | 8,500,000 | 8,500,000 | ||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||
Sale of stock, shares | 2,000,000 | 26 | |||||||||||||||||||||||||||||||||
Stock issued during period shares, shares | 750,000 | 88,700 | 347,400 | 220,000 | 220,000 | 200,000 | 43,100,000 | ||||||||||||||||||||||||||||
Stock issued during period shares | $ 118 | $ 2,154 | |||||||||||||||||||||||||||||||||
June 2018 Note [Member] | |||||||||||||||||||||||||||||||||||
Installment payment due date, description | the installment payment due on December 1, 2018 | ||||||||||||||||||||||||||||||||||
Debt maturity date | Jul. 1, 2019 | May 1, 2019 | Apr. 1, 2019 | ||||||||||||||||||||||||||||||||
Total outstanding principal amount | $ 3,000 | ||||||||||||||||||||||||||||||||||
Equity Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||
Percentage of average trading volume of common stock | 200.00% | 200.00% | |||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.957 | ||||||||||||||||||||||||||||||||||
Stock issued during period shares, shares | 7,500,000 | ||||||||||||||||||||||||||||||||||
Stock issued during period shares | $ 35,000 | ||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||
Stock issued during period shares, shares | 2,000,000 | ||||||||||||||||||||||||||||||||||
Stock issued during period shares | $ 2 | ||||||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.40 | ||||||||||||||||||||||||||||||||||
Minimum [Member] | Equity Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||
Stock issued during period shares | $ 35,000 | ||||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 4.50 | ||||||||||||||||||||||||||||||||||
Maximum [Member] | Equity Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||
Stock issued during period shares, shares | 35,000,000 | ||||||||||||||||||||||||||||||||||
Stock issued during period shares | $ 50,000 | ||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||
Warrant to purchase common stock | 4,000,000 | ||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.03 | ||||||||||||||||||||||||||||||||||
Warrant maturity date | Sep. 30, 2022 | ||||||||||||||||||||||||||||||||||
Proceeds from warrant exercise | $ 120 | ||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Purchase Agreement [Member ] | June 2018 Note [Member] | |||||||||||||||||||||||||||||||||||
Sale of stock, shares | 150 | ||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Equity Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||
Stock issued during period shares, shares | 23,900,000 | ||||||||||||||||||||||||||||||||||
Stock issued during period shares | $ 1,575 | ||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Hosting Agreement [Member] | |||||||||||||||||||||||||||||||||||
Security deposit | $ 240 | $ 240 | |||||||||||||||||||||||||||||||||
Service provider description | The Service Provider is required to disburse on a monthly basis: (i) the total electricity costs to the utility provider; (ii) 10% of Gross Profits (as defined in the Agreement) to the Operator; (iii) the Net Profits (as defined in the Agreement) such that 10% of all Gross Profits shall be paid to the Company, 40% of all Gross Profits shall be paid to Service Provider, and 40% of all Gross Profits will be paid into the Security Deposit account until such time as the Security Deposit is paid in full; and (iv) subsequent to the satisfaction of the Security Deposit, Net Profits equally between the Company and the Service Provider. | ||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Resignation Agreement [Member] | Stephen Schaeffer [Member] | |||||||||||||||||||||||||||||||||||
Value of cash paid, net of appropriate payroll and withholding deductions | $ 100,000 | ||||||||||||||||||||||||||||||||||
Number of shares of common stock previously granted | $ 440,000 | ||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||
Conversion of stock shares converted | 8,463,465 | ||||||||||||||||||||||||||||||||||
Sale of stock, shares | 35 | ||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||
Sale of stock, shares | 17,500,000 | ||||||||||||||||||||||||||||||||||
Sale of stock, value | $ 525 | ||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Series C Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 200 | ||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||||||||||||||||||||||
Preferred stock stated value per share | $ 10,000 | ||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Series C Preferred Share [Member] | |||||||||||||||||||||||||||||||||||
Percentage of average trading volume of common stock | 9.99% | ||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 10,000 | ||||||||||||||||||||||||||||||||||
Conversion of stock shares converted | 200,000 | ||||||||||||||||||||||||||||||||||
Sale of stock, shares | 190 | ||||||||||||||||||||||||||||||||||
Sale of stock, value | $ 1,900 | ||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.50 | ||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||
Warrant exercise price | $ 2 | ||||||||||||||||||||||||||||||||||
May 2018 Notes [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||
Installment payment due date, description | The installment payments due on February 23, 2019 and March 23, 2019 | the installment payments due on December 23, 2018 and January 23, 2019 | |||||||||||||||||||||||||||||||||
Debt maturity date | Aug. 15, 2019 | Aug. 15, 2019 | May 23, 2019 | ||||||||||||||||||||||||||||||||
Total outstanding principal amount | $ 421 | $ 421 | $ 50 | ||||||||||||||||||||||||||||||||
Percentage of average trading volume of common stock | 70.00% | 80.00% | |||||||||||||||||||||||||||||||||
Number of shares issued for conversion of notes | 10,568,087 | ||||||||||||||||||||||||||||||||||
June 2018 Notes [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||
Installment payment due date, description | the installment payment due on January 1, 2019, February 1, 2019, and March 1, 2019 | ||||||||||||||||||||||||||||||||||
Debt maturity date | Dec. 15, 2019 | Oct. 1, 2019 | |||||||||||||||||||||||||||||||||
Total outstanding principal amount | $ 3,159 | $ 3,159 | |||||||||||||||||||||||||||||||||
Percentage of average trading volume of common stock | 70.00% |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (10 K) $ / shares in Units, $ in Thousands | May 10, 2019 | Apr. 12, 2019USD ($)$ / sharesshares | Apr. 09, 2019 | Mar. 22, 2019USD ($) | Jan. 28, 2019USD ($) | Jan. 07, 2019USD ($)Integer | Jun. 20, 2018shares | Mar. 19, 2018 | Dec. 15, 2017shares | Nov. 30, 2017shares | Oct. 12, 2017shares | Sep. 30, 2017shares | Aug. 31, 2017shares | May 18, 2017shares | Mar. 31, 2019$ / sharesshares | Mar. 31, 2018shares | Apr. 16, 2019USD ($)shares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares | Feb. 27, 2019shares |
Percentage of average trading volume of common stock | 20.00% | |||||||||||||||||||
Stock issued during period shares | 750,000 | 88,700 | 347,400 | 220,000 | 220,000 | 200,000 | 43,100,000 | |||||||||||||
Preferred stock, shares authorized | 8,500,000 | 8,500,000 | 8,500,000 | |||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | 125,000,000 | ||||||||||||||||
Sale of stock, shares | 2,000,000 | 26 | ||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Number of stock issued for services | 160,500 | 448,551 | 2,387,273 | 2,574,000 | ||||||||||||||||
Stock issued during period shares | 2,000,000 | |||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||||||
Sale of stock, shares | 17,500,000 | |||||||||||||||||||
Sale of stock, value | $ | $ 525 | |||||||||||||||||||
Subsequent Event [Member] | Series C Convertible Preferred Stock [Member] | ||||||||||||||||||||
Preferred stock, shares authorized | 200 | |||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||||||||||||||
Subsequent Event [Member] | Series C Preferred Share [Member] | ||||||||||||||||||||
Percentage of average trading volume of common stock | 9.99% | |||||||||||||||||||
Preferred stock, par value | $ / shares | $ 10,000 | |||||||||||||||||||
Common stock, shares authorized | 200,000 | |||||||||||||||||||
Conversion of common stock percentage | 0.0999 | |||||||||||||||||||
Sale of stock, shares | 190 | |||||||||||||||||||
Sale of stock, value | $ | $ 1,900 | |||||||||||||||||||
Subsequent Event [Member] | Equity Purchase Agreement [Member] | ||||||||||||||||||||
Stock issued during period shares | 67,000,000 | |||||||||||||||||||
Annual base compensation | $ | $ 3,277 | |||||||||||||||||||
Subsequent Event [Member] | Data Center Hosting Agreement [Member] | ||||||||||||||||||||
Outstanding hosting service fees | $ | $ 77 | |||||||||||||||||||
Subsequent Event [Member] | Consultants [Member] | ||||||||||||||||||||
Number of stock issued for services | 190,500 | |||||||||||||||||||
May 2018 Notes [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Installment payment due date, description | The installment payments due on February 23, 2019 and March 23, 2019 | the installment payments due on December 23, 2018 and January 23, 2019 | ||||||||||||||||||
Extended maturity date | Aug. 15, 2019 | Aug. 15, 2019 | May 23, 2019 | |||||||||||||||||
Lender extension fee | $ | $ 21 | |||||||||||||||||||
Percentage of average trading volume of common stock | 70.00% | 80.00% | ||||||||||||||||||
Common stock trading days | Integer | 10 | |||||||||||||||||||
June 2018 Notes [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Installment payment due date, description | the installment payment due on January 1, 2019, February 1, 2019, and March 1, 2019 | |||||||||||||||||||
Extended maturity date | Dec. 15, 2019 | Oct. 1, 2019 | ||||||||||||||||||
Percentage of average trading volume of common stock | 70.00% | |||||||||||||||||||
Increase of principal amount | $ | $ 527 |
Financial Statement Correctio_3
Financial Statement Correction of an Immaterial Misstatement (Details Narrative) (10 K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accretion of debt discount | $ 1,091 | $ 919 | $ 5,627 | |
Gain on extinguishment | $ (1,275) | (1,875) | ||
Financial Statement Correction [Member] | ||||
Notes payable | 566 | |||
Accretion of debt discount | 14 | |||
Gain on extinguishment | $ 580 |
Financial Statement Correctio_4
Financial Statement Correction of an Immaterial Misstatement - Schedule of Consolidated Balance Sheet and Consolidated Statement of Operations and Comprehensive Loss (Details) (10 K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Notes payable, net of discount | $ 668 | $ 1,285 | |||
Total current liabilities | 1,029 | 1,832 | 1,704 | ||
Total liabilities | 1,029 | 1,832 | |||
Accumulated deficit | (406,425) | (404,719) | (378,900) | ||
Total stockholders' deficit | (253) | $ 9,870 | (1,309) | 11,895 | $ (583) |
Accretion of debt discount | (1,091) | (919) | (5,627) | ||
Gain on extinguishment of debt | 1,275 | 1,875 | |||
Total other non-operating income | 640 | ||||
Net loss | (1,709) | (4,549) | (23,283) | (50,433) | |
Net loss attributable to common stockholders | $ (1,709) | $ (7,063) | (25,797) | $ (50,433) | |
As Previously Reported [Member] | |||||
Notes payable, net of discount | 1,851 | ||||
Total current liabilities | 2,398 | ||||
Total liabilities | 2,398 | ||||
Accumulated deficit | (405,285) | ||||
Total stockholders' deficit | (1,875) | ||||
Accretion of debt discount | (905) | ||||
Gain on extinguishment of debt | 1,295 | ||||
Total other non-operating income | 74 | ||||
Net loss | (23,849) | ||||
Net loss attributable to common stockholders | (26,363) | ||||
Adjustment [Member] | |||||
Notes payable, net of discount | (566) | ||||
Total current liabilities | (566) | ||||
Total liabilities | (566) | ||||
Accumulated deficit | 566 | ||||
Total stockholders' deficit | 566 | ||||
Accretion of debt discount | (14) | ||||
Gain on extinguishment of debt | 580 | ||||
Total other non-operating income | 566 | ||||
Net loss | 566 | ||||
Net loss attributable to common stockholders | $ 566 |