Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Jan. 08, 2024 | |
Document Information Line Items | ||
Entity Registrant Name | COMSOVEREIGN HOLDING CORP. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 2,695,238 | |
Amendment Flag | false | |
Entity Central Index Key | 0001178727 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39379 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 46-5538504 | |
Entity Address, Address Line One | 6890 E Sunrise Drive | |
Entity Address, Address Line Two | Suite 120-506 | |
Entity Address, City or Town | Tucson | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85750 | |
City Area Code | (206) | |
Local Phone Number | 796-0173 | |
Entity Interactive Data Current | No | |
Common Stock, par value $0.0001 per share | ||
Document Information Line Items | ||
Trading Symbol | COMS | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Warrants to purchase Common Stock | ||
Document Information Line Items | ||
Trading Symbol | COMSW | |
Title of 12(b) Security | Warrants to purchase Common Stock | |
Security Exchange Name | NASDAQ | |
9.25% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share | ||
Document Information Line Items | ||
Trading Symbol | COMSP | |
Title of 12(b) Security | 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 2,399 | $ 1,868 |
Accounts receivable, net | 333 | 1,126 |
Inventory, net | 3,807 | 3,966 |
Prepaid expenses | 3,445 | 3,571 |
Note and obligation receivable - current | 1,300 | 650 |
Other current assets | 137 | 150 |
Assets held for sale - current | 651 | |
Total current assets | 11,421 | 11,982 |
Property and equipment, net | 304 | 377 |
Operating lease right-of-use assets | 90 | 97 |
Intangible assets, net | 1,166 | 1,428 |
Goodwill | 6,612 | 7,310 |
Note and obligation receivable - long-term | 1,300 | 1,350 |
Assets held for sale - long-term | 2,374 | |
Total assets | 20,893 | 24,918 |
Current liabilities: | ||
Accounts payable | 4,054 | 3,656 |
Accrued interest | 995 | 477 |
Accrued liabilities | 3,794 | 3,006 |
Accrued payroll | 2,347 | 1,758 |
Contract liabilities - current | 1,469 | 3,232 |
Accrued warranty liability - current | 494 | 488 |
Operating lease liabilities - current | 1,600 | 1,321 |
Debt - current, net of unamortized discounts and debt issuance costs | 11,813 | 11,536 |
Liabilities held for sale - current | 2,342 | |
Total current liabilities | 26,666 | 27,916 |
Debt - long-term | 550 | 1,895 |
Contract liabilities - long-term | 54 | 152 |
Operating lease liabilities - long-term | 9,527 | 9,816 |
Liabilities held for sale - long-term | 140 | |
Total liabilities | 36,797 | 39,919 |
Commitments and contingencies | ||
Stockholders’ Deficiency | ||
Preferred stock, $0.0001 par value, 100,000,000 shares authorized; Series A Cumulative Redeemable Perpetual Preferred Stock, 690,000 shares designated, 320,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | ||
Common stock, $0.0001 par value, 300,000,000 shares authorized; 2,695,571 and 2,381,136 shares issued and 2,695,238 and 2,380,803 shares outstanding as of June 30, 2023 and December 2022, respectively | ||
Additional paid-in capital | 285,971 | 282,582 |
Treasury stock, at cost, 333 shares as of June 30, 2023 and December 2022 | (50) | (50) |
Accumulated deficit | (301,848) | (297,556) |
Accumulated other comprehensive income | 23 | 23 |
Total Stockholders’ Deficiency | (15,904) | (15,001) |
Total Liabilities and Stockholders’ Deficiency | 20,893 | 24,918 |
Related Party | ||
Current liabilities: | ||
Note payable - related party | $ 100 | $ 100 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 2,695,571 | 2,381,136 |
Common stock, shares outstanding | 2,695,238 | 2,380,803 |
Treasury stock, at cost | 333 | 333 |
Series A Cumulative Redeemable Perpetual Preferred Stock | ||
Preferred stock, shares authorized | 690,000 | 690,000 |
Preferred stock, shares issued | 320,000 | 320,000 |
Preferred stock, shares outstanding | 320,000 | 320,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Income Statement [Abstract] | |||||
Revenue | $ 3,496 | $ 2,088 | $ 3,979 | $ 4,141 | |
Cost of goods sold | 809 | 2,981 | 1,110 | 4,464 | |
Gross profit (loss) | 2,687 | (893) | 2,869 | (323) | |
Operating expenses | |||||
Research and development | [1] | 49 | 536 | 106 | 1,708 |
Sales and marketing | [1] | 12 | 78 | ||
General and administrative | [1] | 1,486 | 5,396 | 3,665 | 11,176 |
Depreciation and amortization | 68 | 262 | 137 | 1,003 | |
Impairment | 15,775 | 896 | 15,775 | ||
Loss (gain) on sales (ID, DWXC, SKS) | [2] | 2,564 | (454) | 2,564 | |
Loss on lease abandonment | 11,329 | 11,329 | |||
Gain on the sale of assets | (8,441) | ||||
Total operating expenses, net | 1,603 | 35,873 | 4,350 | 35,191 | |
Income (loss) from operations | 1,084 | (36,766) | (1,481) | (35,514) | |
Other expense | |||||
Interest expense | (404) | (1,348) | (823) | (2,227) | |
Other expense | (42) | (42) | |||
Loss on extinguishment of debt | (445) | (618) | |||
Loss on inducement of debt conversions | (1,946) | ||||
Foreign currency transaction loss | (1) | (1) | |||
Total other expense | (446) | (1,794) | (2,811) | (2,846) | |
Income (loss) from continuing operations | 638 | (38,560) | (4,292) | (38,360) | |
Income from discontinued operations, net of tax | 811 | 747 | |||
Net income (loss) | 638 | (37,749) | (4,292) | (37,613) | |
Dividend on preferred stock | (185) | (185) | (370) | (308) | |
Net income (loss) attributable to common stockholders | $ 453 | $ (37,934) | $ (4,662) | $ (37,921) | |
Net income (loss) per share | |||||
Basic from continuing operations (in Dollars per share) | $ 0.17 | $ (0.45) | $ (1.76) | $ (0.46) | |
Basic from discontinued operations (in Dollars per share) | $ 0.01 | $ 0.01 | |||
Weighted average number of common shares outstanding | |||||
Weighted average number of common shares outstanding basic (in Shares) | 2,693,971 | 861,264 | 2,643,236 | 848,467 | |
[1] These are exclusive of depreciation and amortization Innovation Digital (“ID”) and DragonWave-X Canada (“DWXC”) were sold in 2022. Sky Sapience (“SKS”) was sold in 2023. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Diluted from continuing operations | $ 0.17 | $ (0.45) | $ (1.76) | $ (0.46) |
Diluted from discontinued operations | $ 0.01 | $ 0.01 | ||
Weighted average number of common shares outstanding diluted (in Shares) | 2,693,971 | 861,264 | 2,643,236 | 848,467 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity (Deficiency) (Unaudited) - USD ($) $ in Thousands | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Treasury Stock | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 266,021 | $ 23 | $ (50) | $ (217,843) | $ 48,151 | ||
Balance (in Shares) at Dec. 31, 2021 | 320,000 | 819,851 | 333 | ||||
Issuance of common stock for conversion of debt | 1,150 | 1,150 | |||||
Issuance of common stock for conversion of debt (in Shares) | 15,761 | ||||||
Issuance of common stock for exercise of options | 31 | 31 | |||||
Issuance of common stock for exercise of options (in Shares) | 2,098 | ||||||
Preferred dividend | (123) | (123) | |||||
Share-based compensation | 535 | 535 | |||||
Net Income (loss) | 136 | 136 | |||||
Balance at Mar. 31, 2022 | 267,614 | 23 | $ (50) | (217,707) | 49,880 | ||
Balance (in Shares) at Mar. 31, 2022 | 320,000 | 837,710 | 333 | ||||
Balance at Dec. 31, 2021 | 266,021 | 23 | $ (50) | (217,843) | 48,151 | ||
Balance (in Shares) at Dec. 31, 2021 | 320,000 | 819,851 | 333 | ||||
Preferred dividend | (308) | ||||||
Net Income (loss) | (37,613) | ||||||
Balance at Jun. 30, 2022 | 270,076 | 23 | $ (50) | (255,456) | 14,593 | ||
Balance (in Shares) at Jun. 30, 2022 | 320,000 | 905,533 | 333 | ||||
Balance at Mar. 31, 2022 | 267,614 | 23 | $ (50) | (217,707) | 49,880 | ||
Balance (in Shares) at Mar. 31, 2022 | 320,000 | 837,710 | 333 | ||||
Issuance of common stock for the debt placement agent | 81 | 81 | |||||
Issuance of common stock for the debt placement agent (in Shares) | 2,400 | ||||||
Issuance of common stock for conversion of debt | 2,156 | 2,156 | |||||
Issuance of common stock for conversion of debt (in Shares) | 65,423 | ||||||
Preferred dividend | (185) | (185) | |||||
Share-based compensation | 410 | 410 | |||||
Net Income (loss) | (37,749) | (37,749) | |||||
Balance at Jun. 30, 2022 | 270,076 | 23 | $ (50) | (255,456) | 14,593 | ||
Balance (in Shares) at Jun. 30, 2022 | 320,000 | 905,533 | 333 | ||||
Balance at Dec. 31, 2022 | 282,582 | 23 | $ (50) | (297,556) | (15,001) | ||
Balance (in Shares) at Dec. 31, 2022 | 320,000 | 2,381,136 | 333 | ||||
Issuance of common stock for conversion of debt | 3,547 | 3,547 | |||||
Issuance of common stock for conversion of debt (in Shares) | 280,625 | ||||||
Round ups pursuant to the reverse split (in Shares) | 21,810 | ||||||
Preferred dividend | (185) | (185) | |||||
Share-based compensation | 132 | 132 | |||||
Net Income (loss) | (4,930) | (4,930) | |||||
Balance at Mar. 31, 2023 | 286,076 | 23 | $ (50) | (302,486) | (16,437) | ||
Balance (in Shares) at Mar. 31, 2023 | 320,000 | 2,683,571 | 333 | ||||
Balance at Dec. 31, 2022 | 282,582 | 23 | $ (50) | (297,556) | (15,001) | ||
Balance (in Shares) at Dec. 31, 2022 | 320,000 | 2,381,136 | 333 | ||||
Preferred dividend | (370) | ||||||
Net Income (loss) | (4,292) | ||||||
Balance at Jun. 30, 2023 | 285,971 | 23 | $ (50) | (301,848) | (15,904) | ||
Balance (in Shares) at Jun. 30, 2023 | 320,000 | 2,695,571 | 333 | ||||
Balance at Mar. 31, 2023 | 286,076 | 23 | $ (50) | (302,486) | (16,437) | ||
Balance (in Shares) at Mar. 31, 2023 | 320,000 | 2,683,571 | 333 | ||||
Issuance of common stock for the debt placement agent | 28 | 28 | |||||
Issuance of common stock for the debt placement agent (in Shares) | 12,000 | ||||||
Preferred dividend | (185) | (185) | |||||
Share-based compensation | 52 | 52 | |||||
Net Income (loss) | 638 | 638 | |||||
Balance at Jun. 30, 2023 | $ 285,971 | $ 23 | $ (50) | $ (301,848) | $ (15,904) | ||
Balance (in Shares) at Jun. 30, 2023 | 320,000 | 2,695,571 | 333 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Cash Flows From Operating Activities: | |||
Net loss | $ (4,292) | $ (37,613) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Income from discontinued operations, net of tax | (747) | ||
Depreciation | 73 | 632 | |
Amortization | 64 | 371 | |
Impairment | 896 | 15,775 | |
Non-cash rent expense | 900 | 241 | |
Bad debt expense | 51 | ||
(Gain) loss on sales (ID, DWXC, SKS) | [1] | (454) | 2,604 |
Loss on lease abandonment | 11,329 | ||
Gain on the sale of assets | (8,441) | ||
Share-based compensation | 184 | 945 | |
Amortization of debt discounts | 7 | 1,289 | |
Default interest charge | 376 | ||
Loss on extinguishment of debt | 618 | ||
Loss on inducement of debt conversions | 1,946 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 793 | (702) | |
Inventory, net | 159 | 3,056 | |
Prepaid expenses | 126 | (378) | |
Other assets | 156 | 316 | |
Note receivable | (2,000) | ||
Accounts payable | 324 | 94 | |
Accrued interest | 836 | 173 | |
Accrued liabilities | 382 | 382 | |
Contract liabilities | (1,861) | 1,281 | |
Operating lease liabilities | (903) | (1,386) | |
Related party notes | (206) | ||
Other current liabilities | 589 | 856 | |
Total Adjustments | 4,217 | 26,529 | |
Net Cash Used In Operating Activities | (75) | (11,084) | |
Cash Flows From Investing Activities: | |||
Proceeds from sale of SKS | [1] | 436 | |
Proceeds from building sale, net of transaction costs | 15,102 | ||
Purchases of property and equipment | (167) | ||
Net Cash Provided By Investing Activities | 436 | 14,935 | |
Cash Flows From Financing Activities: | |||
Proceeds from issuance of related party note | 100 | ||
Proceeds from issuance of debt | 170 | 500 | |
Preferred stock dividend | (246) | ||
Debt issuance costs | 31 | ||
Repayment of debt | (7,580) | ||
Net Cash Provided By (Used In) Financing Activities | 170 | (7,195) | |
Cash Flows Provided by Discontinued Operations | 1,632 | ||
Net Increase (Decrease) In Cash | 531 | (1,712) | |
Cash - Beginning of Period | 1,868 | 1,873 | |
Cash - End of Period | 2,399 | 161 | |
Cash paid during the period for: | |||
Interest | 76 | 107 | |
Non-cash investing and financing activities: | |||
Issuance of common stock for debt placement agent | 28 | 81 | |
Accrual of preferred dividends not paid yet | 370 | 62 | |
Reclassification of assets and liabilities held for sale | 543 | ||
Conversion of interest and penalty fees into debt | 100 | ||
Issuance of common stock for conversions of debt and interest | 3,547 | 3,306 | |
Recognition of operating lease right-of-use asset and liability | 25 | 10,052 | |
Prepaid deposits transferred to inventory | $ 2,445 | ||
[1] Innovation Digital (“ID”) and DragonWave-X Canada (“DWXC”) were sold in 2022. Sky Sapience (“SKS”) was sold in 2023 and the proceeds shown are net of cash sold of $35,000. |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 DESCRIPTION OF BUSINESS COMSovereign Holding Corp. (“COMSovereign”) and subsidiaries (collectively the “Company”) a provider of solutions to network operators, mobile device carriers, governmental units and other enterprises worldwide. We have assembled a portfolio of communications and portable infrastructure technologies, capabilities and products that enable the upgrading of latent 3G networks to 4G and 4G-LTE networks and will facilitate the rapid roll out of the 5G and 6G networks of the future. We focus on novel capabilities, including signal modulations, antennae, software, hardware and firmware technologies that enable increasingly efficient data transmission across the electromagnetic spectrum. Our product solutions are complemented by a broad array of services, including technical support, systems design and integration, and sophisticated research and development programs. While we compete globally on the basis of our innovative technology, the breadth of our product offerings, our high-quality cost-effective customer solutions, and the scale of our global customer base and distribution, our primary focus is on the North American telecom infrastructure and service market. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES There have been no material changes in the Company’s significant accounting policies as of and for the three and six months ended June 30, 2023, as compared to the significant accounting policies described in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2022. Basis of Presentation The accompanying financial statements of the Company were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations and financial position for the three and six months ended June 30, 2023 and cash flows for the six months ended June 30, 2023 are not necessarily indicative of the operating results for the full year ending December 31, 2023 or any other period. The amounts reported in the unaudited condensed consolidated financial statements, and the tables in the notes hereto, of the Quarterly Report on Form 10-Q as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022, are presented in United States dollars and are rounded in thousands with the exception of share and per share data. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and related disclosures as of December 31, 2022 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on Form 10-K on December 7, 2023. Effective February 10, 2023, the Company enacted a 1-for-100 reverse stock split (the “2023 Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented. Reclassifications Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation. These reclassifications had no effect on the previously reported results of operations or loss per share. Correction of an Error See Note 20 - Correction of an Error Principles of Consolidation The unaudited condensed consolidated financial statements as of June 30, 2023 and December 31, 2022, and for the three and six months ended June 30, 2023 and 2022, include the accounts of the Company and its subsidiaries. All intercompany transactions and accounts have been eliminated. Use of Estimates 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, disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates consist of the valuation of stock-based compensation; the valuation of the assets and liabilities acquired; the valuation of the Company’s equity securities issued in transactions; the valuation of inventory; the allowance for credit losses; the valuation of equity securities; the valuation allowance for deferred tax assets; and impairment of long-lived assets and goodwill. Long-Lived Assets and Goodwill The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. As of June 30, 2023, the Company determined that it was not more likely than not that the reporting unit’s fair value was below its carrying amount due to a decline in the Company’s market capitalization. Accordingly, it was not necessary to perform impairment testing as of June 30, 2023. However, please see Note 20 – Correction of an Error In determining whether a quantitative assessment is required, the Company will evaluate relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after performing the qualitative assessment, an entity concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the entity would perform the quantitative impairment test described in ASC 350. However, if, after applying the qualitative assessment, the entity concludes that it is not more than likely that the fair value is less than the carrying amount, the quantitative impairment test is not required. The Company bases these assumptions on its historical data and experience, industry projections, micro and macro general economic condition projections, and its expectations. The Company calculates the estimated fair value of a reporting unit using a weighting of the income and market approaches and compares it to the carrying values. For the income approach, the Company uses internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. For the market approach, the Company uses internal analyses based primarily on market comparables. The Company bases these assumptions on its historical data and experience, third party appraisals, industry projections, micro and macro general economic condition projections, and its expectations. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of goodwill impairment. Discontinued Operations On June 21, 2022, the Company completed the sale of its Sovereign Plastics business unit to TheLandersCompanies LLC for total consideration of $2.0 million in a secured note with interest of 5% and a maturity date of May 31, 2025. The results of Sovereign Plastics are reflected in the accompanying statements of operations for the three and six months ended June 30, 2022 as income from discontinued operations, net of tax (see Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale Assets and Liabilities Held for Sale On March 20, 2023, the Company completed the sale of its Sky Sapience business unit to Titan Innovations Ltd. for total consideration of $1.8 million. Accordingly, assets and liabilities of Sky Sapience are reflected in the accompanying condensed consolidated balance sheet as “Assets held for sale” and “Liabilities held for sale”, respectively, as of December 31, 2022 (see Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). ASC 820 established a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows: Level 1 Level 2 Level 3 The Company utilizes fair value measurements primarily in conjunction with the valuation of assets acquired and liabilities assumed in a business combination. In addition, certain nonfinancial assets and liabilities are to be measured at fair value on a nonrecurring basis in accordance with applicable U.S. GAAP. In general, nonfinancial assets including goodwill, other intangible assets and property and equipment are measured at fair value when there is an indication of impairment and are recorded at fair value only when an impairment is recognized. As allowed by applicable FASB guidance, the Company has elected not to apply the fair value option for financial assets and liabilities to any of its currently eligible financial assets or liabilities. The Company’s financial instruments consist of cash, accounts receivable, accounts payable and notes payable. The Company has determined that the book value of its outstanding financial instruments as of June 30, 2023 and December 31, 2022 approximated their fair value due to their short-term nature. Reportable Segments and Reporting Units A reporting unit (“RU”) is a component of an operating segment that is a business activity for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company’s legal operating subsidiaries are not organized to qualify as individual segments, however, each operating entity had separate financial information and an operating manager, who oversees the business and financial activities, reporting to the Chief Operating Decision Maker (“CODM”). Therefore, during 2022, the Company operated as one reportable segment and each legal entity was deemed to be a separate reporting unit. As of January 1, 2023, the Company began operating as a single reporting unit. As part of the Company’s restructuring, the Company integrated its previously separate reporting units, including employing a single integrated sales function, and the Chief Executive Officer is managing the Company and making decisions based on the Company’s consolidated operating results. Recently Adopted Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13 was originally effective for fiscal years beginning after December 15, 2019, with early adoption permitted. In October 2019, the FASB issued ASU No. 2019-10, “Financial Instruments-Credit Losses (Topic 326): Effective Dates”, to finalize the effective date delays for private companies, not-for-profits, and smaller reporting companies applying the current expected credit losses (“CECL”) standards. The ASU is now effective for reporting periods beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this ASU on January 1, 2023 and the adoption did not have a material impact on the Company’s condensed consolidated financial statements. |
Discontinued Operations and Ass
Discontinued Operations and Assets and Liabilities Held for Sale | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Assets and Liabilities Held for Sale [Abstract] | |
DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE | NOTE 3 DISCONTINUED OPERATIONS AND ASSETS AND LIABILITIES HELD FOR SALE Sovereign Plastics LLC Sovereign Plastics is a manufacturer of plastic and metal components to third-party manufacturers based out of Colorado Springs, Colorado. The Company’s Board of Directors, in consultation with management as well as its financial and legal advisors, considered a number of factors, including the risks and challenges facing Sovereign Plastics in the future as compared to the opportunities available to Sovereign Plastics in the future, and the availability of strategic alternatives. On June 13, 2022, after careful consideration, the Board of Directors unanimously approved the sale of Sovereign Plastics. On June 21, 2022, the Company completed the sale of its Sovereign Plastics business unit to TheLandersCompanies LLC for total consideration of $2.0 million in a secured note with interest of 5% and a maturity date of May 31, 2025. As a result of the sale, in the second quarter of 2022, the Company recognized a $1.1 million gain on the sale of Sovereign Plastics which was included in “Income from discontinued operations, net of tax” in the accompanying consolidated statements of operations and comprehensive loss for the period ended June 30, 2022. See Note 12 – Note and Obligation Receivable . Sky Sapience Ltd. Sky Sapience was acquired on February 25, 2021 and is a manufacturer of drones with a patented tethered hovering technology that provides long-duration, mobile and all-weather Intelligence, Surveillance and Reconnaissance (ISR) capabilities to customers worldwide for both land and marine-based applications based out of Israel. The Company’s Board of Directors, in consultation with management as well as its financial and legal advisors, considered a number of factors, including the risks and challenges facing Sky Sapience in the future as compared to the opportunities available to Sky Sapience in the future, and the availability of strategic alternatives. On December 21, 2022, after careful consideration, the Board of Directors unanimously approved the sale of Sky Sapience. On March 20, 2023, the Company completed the sale of its Sky Sapience business unit to Titan Innovations Ltd. for total consideration of $1.8 million. The sale of Sky Sapience didn’t qualify for discontinued operations presentation because the sale didn’t represent a strategic shift that had a major effect on the Company’s operations (the Company will continue to be in the drone business). Sky Sapience’s assets and liabilities met the criteria to be classified as held for sale as of December 31, 2022 as follows: Sky Sapience December 31, (Amounts in thousands, except share and per share data) 2022 Assets Cash $ 35 Inventory, net 535 Prepaid and deferred expenses 56 Other current assets 25 Assets held for sale - current 651 Property and equipment, net 640 Operating lease right-of-use assets 269 Intangible assets, net 246 Goodwill 1,219 Assets held for sale - long-term 2,374 Total assets held for sale $ 3,025 Liabilities Accounts payable $ 233 Accrued liabilities 321 Accrued payroll 321 Contract liabilities - current 1,347 Operating lease liabilities - current 120 Liabilities held for sale - current 2,342 Operating lease liabilities - long-term 140 Liabilities held for sale - long-term 140 Total liabilities held for sale $ 2,482 Upon the completion of the sale of SKS during the first quarter of 2023, the Company recorded a gain on sale of $0.5 million which consisted of total liabilities assumed of $2.5 million, an obligation receivable of $0.6 million, and cash proceeds of $0.5 million, partially offset by total assets acquired of $3.0 million and closing costs in connection with the sale to a consultant of $0.1 million. See Note 12 – Note and Obligation Receivable |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2023 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 4 GOING CONCERN U.S. GAAP requires management to assess a company’s ability to continue as a going concern within one year from the financial statement issuance and to provide related note disclosures in certain circumstances. The accompanying condensed consolidated financial statements and notes have been prepared assuming the Company will continue as a going concern. For the six months ended June 30, 2023, the Company had cash flows used in operations of $0.1 million and had an accumulated deficit of $301.8 million and a working capital deficit of $15.2 million. These factors raise substantial doubt about our ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund growth initiatives. Based on current cash on hand and subsequent activity as described herein (see Note 21 – Subsequent Events Debt and Equity Developments Other Business Developments – Business Developments The Company will continue to pursue the actions outlined above, as well as work towards increasing revenue and operating cash flows to meet its future liquidity requirements. However, there can be no assurance that the Company will be successful in any capital-raising or profit-enhancing efforts that it may undertake, and these planned actions do not alleviate the substantial doubt. If the Company is not able to obtain additional financing on a timely basis, it may have to further delay vendor payments and/or initiate cost reductions, which would have a material adverse effect on its business, financial condition and results of operations, and ultimately, it could be forced to discontinue operations, liquidate assets and/or seek reorganization under the U.S. bankruptcy code. Determining the extent to which conditions or events raise substantial doubt about the Company’s ability to continue as a going concern and the extent to which mitigating plans sufficiently alleviate any such substantial doubt requires significant judgment and estimation by the Company. The Company makes assumptions that management’s plans will be effectively implemented but may not alleviate substantial doubt and its ability to continue as a going concern. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue [Abstract] | |
REVENUE | NOTE 5 REVENUE Revenue by type consisted of the following for the three and six months ended June 30, 2023 and 2022: For the Three Months Ended For the Six Months Ended June 30, June 30, (Amounts in thousands) 2023 2022 2023 2022 Telecom hardware $ 334 $ 1,823 $ 541 $ 3,112 Drones 3,153 - 3,396 353 Support & maintenance 9 43 40 83 Consulting - 160 - 217 Optic repairs - 62 - 376 Software - - 2 - Total revenue $ 3,496 $ 2,088 $ 3,979 $ 4,141 The following table is a summary of the Company’s timing of revenue recognition for the three and six months ended June 30, 2023 and 2022: For the Three Months Ended For the Six Months Ended June 30, June 30, (Amounts in thousands) 2023 2022 2023 2022 Timing of revenue recognition: Services and products transferred at a point in time $ 3,468 $ 2,037 $ 3,919 $ 3,992 Services and products transferred over time 28 51 60 149 Total revenue $ 3,496 $ 2,088 $ 3,979 $ 4,141 The Company disaggregates revenue by source and geographic destination to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Revenue by source consisted of the following for the three and six months ended June 30, 2023 and 2022: For the Three Months Ended For the Six Months Ended June 30, June 30, (Amounts in thousands) 2023 2022 2023 2022 Revenue by products and services: Products $ 3,468 $ 2,037 $ 3,919 $ 3,992 Services 28 51 60 149 Total revenue $ 3,496 $ 2,088 $ 3,979 $ 4,141 Revenue by geographic destination consisted of the following for the three and six months ended June 30, 2023 and 2022: For the Three Months Ended For the Six Months Ended June 30, June 30, (Amounts in thousands) 2023 2022 2023 2022 Revenue by geography: North America $ 3,496 $ 1,944 $ 3,978 $ 3,493 International - 144 1 648 Total revenue $ 3,496 $ 2,088 $ 3,979 $ 4,141 Contract Balances The Company records contract assets when it has a right to consideration and records accounts receivable when it has an unconditional right to consideration. Contract liabilities consist of cash payments received (or unconditional rights to receive cash) in advance of fulfilling performance obligations. As of June 30, 2023 and December 31, 2022, the Company did not have a material contract assets balance. The following table is a summary of the Company’s opening and closing balances of contract liabilities related to contracts with customers. (Amounts in thousands) Total Balance at December 31, 2022 $ 3,384 New invoices not yet earned 9 Revenue earned (1,870 ) Balance at June 30, 2023 $ 1,523 Of the $3.4 million contract balance as of December 31, 2022, $1.9 million was recognized as revenue during the six months ended June 30, 2023, resulting in the remaining contract balance of $1.5 million, which will be recognized as revenue when the Company meets the performance obligation, the timing of which is uncertain at this time. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings (Loss) Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 6 EARNINGS (LOSS) PER SHARE The Company accounts for earnings or loss per share pursuant to Accounting Standards Codification (“ASC”) 260, Earnings Per Share, which requires disclosure on the financial statements of “basic” and “diluted” earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options, restricted stock awards and warrants for each period. Potential common shares issuable to employees, non-employees and directors upon exercise or conversion of shares are excluded from the computation of diluted earnings per common share when the effect would be anti-dilutive. All potential common shares are anti-dilutive in periods of net loss attributable to common shareholders. Stock options and warrants are anti-dilutive when the exercise price of these instruments is greater than the average market price of the Company’s common stock for the period (out-of-the-money), regardless of whether the Company is in a period of net loss attributable to common shareholders. The following weighted-average potential common shares were excluded from the diluted loss per common share as their effect was anti-dilutive as of June 30, 2023 and 2022, respectively: June 30, 2023 2022 Options 24,954 63,341 Warrants 115,899 128,149 Convertible notes (1) 217,530 45,668 358,383 237,158 (1) The potentially dilutive shares associated with convertible notes were calculated based on the conditions as of the calculation date. |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 6 Months Ended |
Jun. 30, 2023 | |
Cash, Cash Equivalents, and Restricted Cash [Abstract] | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | NOTE 7 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH Cash is represented by operating accounts or money market accounts maintained with insured financial institutions, including cash equivalents, defined as all short-term, highly-liquid investments with maturities of three months or less when purchased. The Company had no cash equivalents as of June 30, 2023 and December 31, 2022, respectively. During the year ended December 31, 2022, $195,000 of restricted cash was released upon the sale of a building (see Note 11 – Property and Equipment, Net |
Accounts Receivable, Net
Accounts Receivable, Net | 6 Months Ended |
Jun. 30, 2023 | |
Accounts Receivable, Net [Abstract] | |
ACCOUNTS RECEIVABLE, NET | NOTE 8 ACCOUNTS RECEIVABLE, NET Accounts receivable consisted of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, (Amounts in thousands) 2023 2022 Accounts receivable $ 1,574 $ 2,372 Less: allowance for doubtful accounts (1,241 ) (1,246 ) Total accounts receivable, net $ 333 $ 1,126 The Company had no bad debt expense during the three and six months ended June 30, 2023, compared to $2 thousand and $49 thousand for the three and six months ended June 30, 2022, respectively. |
Inventory, Net
Inventory, Net | 6 Months Ended |
Jun. 30, 2023 | |
Inventory, Net [Abstract] | |
INVENTORY, NET | NOTE 9 INVENTORY, NET Inventory consisted of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, (Amounts in thousands) 2023 2022 Raw materials $ 3,577 $ 3,685 Work in progress 729 560 Finished goods 260 480 Total inventory 4,566 4,725 Reserve (759 ) (759 ) Total inventory, net $ 3,807 $ 3,966 |
Prepaid Expenses
Prepaid Expenses | 6 Months Ended |
Jun. 30, 2023 | |
Prepaid Expenses [Abstract] | |
PREPAID EXPENSES | NOTE 10 PREPAID EXPENSES Prepaid expenses consisted of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, (Amounts in thousands) 2023 2022 Prepaid products and services $ 3,431 $ 3,557 Prepaid rent and security deposit 14 14 Total prepaid expenses $ 3,445 $ 3,571 Prepaids and deferred expenses include cash paid in advance for rent and security deposits, inventory and other. As of June 30, 2023 and December 31, 2022, prepaid products and services were comprised of deposits for radio inventory of $2.9 million. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 11 PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, (Amounts in thousands) 2023 2022 Shop machinery and equipment $ 672 $ 672 Computers and electronics 766 766 Office furniture and fixtures 68 68 Leasehold improvements 41 41 Total property and equipment 1,547 1,547 Less: accumulated depreciation (1,243 ) (1,170 ) Total property and equipment, net $ 304 $ 377 For the six months ended June 30, 2023 and 2022, the Company had $0.0 million and $0.2 million, respectively, in investments in capital expenditures. On January 31, 2022, the Company sold its Tucson, Arizona office building (the “Tucson Building”) for $15.8 million in cash. The Tucson Building had a carrying value of $6.7 million, including the $4.8 million cost basis of the building, the $1.3 million cost basis of the land, and the $0.8 million related to building improvements, partially offset by $0.2 million of accumulated depreciation. The Company recognized an $8.4 million gain on sale of assets, which is net of $0.7 million of related transaction costs. See Note 13 – Leases During the year ended December 31, 2022, the Company derecognized the property and equipment associated with the following transactions (see Note 13 – Leases Other Business Developments a) Abandonment of Tucson Building lease – gross assets of $0.6 million with a net book value of $0.1 million on February 1, 2022; b) Sale of DragonWave-X Canada, Inc. assets – gross assets of $8.5 million with a net book value of $0.0 million on May 23, 2022; and c) Transfer of Innovation Digital, LLC assets – gross assets of $0.1 million with a net book value of $0.1 million on June 23, 2022. The Company recognized $0.0 million and $0.1 million, respectively, of depreciation expense for the three and six months ended June 30, 2023, compared to $0.1 million and $0.6 million, respectively, for the three and six months ended June 30, 2022. |
Note and Obligation Receivable
Note and Obligation Receivable | 6 Months Ended |
Jun. 30, 2023 | |
Note and Obligation Receivable [Abstract] | |
NOTE AND OBLIGATION RECEIVABLE | NOTE 12 NOTE AND OBLIGATION RECEIVABLE On June 21, 2022, the Company completed the sale of its Sovereign Plastics business unit to TheLandersCompanies LLC for total consideration of $2.0 million in a secured note with interest of 5% and a maturity date of May 31, 2025. The payment schedule of the note is as follows: $0.65 million was due on May 31, 2023, $0.65 million is due on May 31, 2024, and $0.70 million is due on May 31, 2025. While management remains confident of collection, the payment due on May 31, 2023 hasn’t been collected to date. As of June 30, 2023, the note receivable of $2.0 million and accrued interest in aggregate of $0.1 million is included on the condensed consolidated balance sheet. On March 20, 2023, the Company completed the sale of its Sky Sapience business unit to Titan Innovations Ltd. The consideration included a $0.6 million obligation receivable, which is due March 20, 2025. See Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
LEASES | NOTE 13 LEASES Operating Leases The Company has operating leases for office, manufacturing and warehouse space, along with office equipment. Balances as of June 30, 2023 and December 31, 2022 for operating leases were as follows: June 30, December 31, (Amounts in thousands) 2023 2022 Operating lease ROU assets $ 90 $ 97 Operating lease liability $ 11,127 $ 11,137 Other information related to the Company’s operating leases are as follows: For the Three Months Ended For the Six Months Ended June 30, June 30, (Amounts in thousands) 2023 2022 2023 2022 Operating lease cost $ 488 $ 535 $ 976 $ 1,088 Short-term lease cost $ 31 $ 19 $ 31 $ 28 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 25 $ - $ 25 $ 10,052 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 437 $ 24 $ 900 $ 517 The following table presents the weighted-average remaining lease term and weighted average discount rates related to the Company’s operating leases as of June 30, 2023 and December 31, 2022: June 30, December 31, 2023 2022 Weighted average remaining lease term (years) 7.54 7.90 Weighted average discount rate 5.50 % 5.52 % The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the condensed consolidated balance sheet as of June 30, 2023: Operating (Amounts in thousands) Leases 2023 $ 911 2024 1,720 2025 1,625 2026 1,386 2027 1,424 Thereafter 6,862 Total minimum lease payments 13,928 Less: effect of discounting (2,801 ) Present value of future minimum lease payments 11,127 Less: current obligations under leases (1,600 ) Long-term lease obligations $ 9,527 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt [Abstract] | |
DEBT | NOTE 14 DEBT Debt consisted of the following as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 (Amounts in thousands) Note Maturity Amount Interest Amount Interest Secured Notes Payable Secured senior convertible note payable A 5/27/23 $ 51 6.0 % $ 51 6.0 % Secured senior convertible note payable B 8/25/23 59 6.0 % 59 6.0 % Secured note payable C 10/25/23 368 6.0 % 368 6.0 % Secured note payable D 11/8/23 263 6.0 % 263 6.0 % Secured note payable E 11/26/21 875 15.0 % 775 15.0 % Secured note payable F 7/29/24 550 8.0 % 550 8.0 % Secured note payable G 6/30/23 50 - 50 - SBA loan H 5/15/50 150 3.8 % 150 3.8 % Total secured notes payable 2,366 2,266 Unsecured Notes Payable Note payable - related party I 12/31/23 100 5.5 % 100 3.0 % Note payable J 7/29/23 26 15.0 % 26 15.0 % Note payable K 7/30/23 90 8.0 % - - Note payable L 8/1/23 80 8.0 % - - Total notes payable 296 126 Unsecured Convertible Notes Payable Convertible note payable M 1/29/26 9,805 15.0 % 11,150 3.3 % Total convertible notes payable 9,805 11,150 Total debt 12,467 13,542 Less: unamortized discounts and debt issuance costs (4 ) (11 ) Total long-term debt, less discounts and debt issuance costs 12,463 13,531 Less: current portion of debt (11,913 ) (11,636 ) Long-term portion of debt $ 550 $ 1,895 Debt activity during the six months ended June 30, 2023 included the following: For Note E For Note F For Note K For Note L For Note M Certain agreements governing the secured notes payable, unsecured notes payable, and unsecured convertible notes payable contain customary covenants, such as limitations on liens, dispositions, mergers, entry into other lines of business, investments and the incurrence of additional indebtedness. All debt agreements are subject to customary events of default. If an event of default occurs with respect to the debt agreements and is continuing, the lenders may accelerate the applicable amounts due. The Company is in default on several debt agreements and has accrued the proper penalties or disclosed any additional contingencies that resulted from the default. Future maturities contractually required by the Company under long-term debt obligations are as follows as of June 30, 2023: (Amounts in thousands) Total 2023 $ 11,917 2024 550 2025 - 2026 - 2027 - Thereafter - Total $ 12,467 |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders’ Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 15 STOCKHOLDERS’ EQUITY Reverse Stock Split Effective February 10, 2023, the Company enacted a 1-for-100 reverse stock split (the “2023 Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented. Dividends During the three and six months ended June 30, 2023, the Company recorded $184,992 and $369,984, respectively, of dividends paid or payable to the holders of the 9.25% Series A Preferred Stock, compared to $184,992 and $308,320 for the three and six months ended June 30, 2022. On or about May 25, 2022, the Company announced that it had suspended the payment of dividends on the Series A Preferred Stock to preserve cash. Since June 20, 2022, dividends on the Series A Preferred Stock are accruing at the rate of approximately $61,664 per month. The total arrearage on the date of filing for the accrued dividends is approximately $1,171,616. Common Stock During the six months ended June 30, 2023, the Company issued an aggregate of 280,625 shares of common stock for conversions of debt and interest (see Note 14 – Debt During the six months ended June 30, 2022, the Company issued an aggregate of 81,184 shares of common stock with a fair value of $3.3 million for conversions of debt and interest, issued 2,098 shares of common stock for gross proceeds of $31,000 upon the exercise of options, and issued 2,400 shares of common stock to a debt placement agent as consideration for services with a grant date value of $81,000. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Compensation [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 16 SHARE-BASED COMPENSATION Restricted Stock Awards A summary of the restricted stock unit (“RSA”) activity during the six months ended June 30, 2023 is presented below: Weighted- Average Number of Grant Date Value RSA’s Per Share RSA’s non-vested - January 1, 2023 333 $ 450 Granted - - Forfeited - - Vested (333 ) 450 RSA’s non-vested - June 30, 2023 - $ - During the three and six months ended June 30, 2023, the Company recognized $0 and $12,502 of share-based compensation expense associated with restricted stock awards, respectively. During the three and six months ended June 30, 2022, the Company recognized $78,496 and $156,996, respectively, of share-based compensation expense associated with restricted stock awards. Compensation expense related to restricted stock awards is recorded in general and administrative expense in the condensed consolidated statement of operations. As of June 30, 2023, there was no unrecognized stock-based compensation expense related to restricted stock awards. Stock Options There were no stock options issued during the six months ended June 30, 2023 and 2022. The following table presents stock option activity for the six months ended June 30, 2023: Weighted Weighted Average Average Aggregate Number of Exercise Price Contractual Intrinsic Options Per Share Life in Years Value Outstanding - December 31, 2022 26,554 $ 223 Exercised - - Cancelled or Expired (1,600 ) 291 Outstanding - June 30, 2023 24,954 $ 219 2.29 $ - Exercisable - June 30, 2023 22,788 $ 214 2.24 $ - The following table presents information related to stock options as of June 30, 2023: Options Outstanding Options Exercisable Weighted Exercise Outstanding Average Exercisable Price Number of Remaining Life Number of Per Share Options In Years Options $0.01 - $50.00 - - - $50.01 - $100.00 5,688 2.02 5,688 $100.01 - $150.00 - - - $150.01 - $200.00 2,900 0.50 2,900 $200.01 - $250.00 - - - $250.01 - $300.00 16,033 2.70 13,867 $300.01 - $350.00 333 2.02 333 24,954 2.24 22,788 The Company recognized $52,236 and $172,227 of share-based compensation expense related to options for the three and six months ended June 30, 2023, respectively, compared to $321,248 and $777,852 for the three and six months ended June 30, 2022, respectively. Compensation expense related to stock options is recorded in general and administrative expense in the condensed consolidated statement of operations. At June 30, 2023, the Company had $165,529 of unrecognized compensation expense related to options, which will be recognized over the weighted average remaining vesting period of 0.8 years. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 17 COMMITMENTS AND CONTINGENCIES From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Management does not believe that after the final disposition any of these matters is likely to have a material adverse impact on the Company’s financial condition, results of operations or cash flows, except as follows. On January 27, 2022, a former employee filed suit against the Company in the Tulsa County Oklahoma District Court, Case No. CJ-2022-00221. The plaintiff has alleged that she was entitled to six months of severance pay after her employment contract was not renewed, and that her option agreements did not expire thirty days after cessation of her employment, and claims she is owed approximately $75,000 in severance and $250,000 in damages for her options. The Company filed an answer on or about March 18, 2022. The Company disputes the plaintiff’s allegations, has not accrued for any contingent losses, and intends to vigorously defend the lawsuit. On June 16, 2022, the Company received notice from certain former shareholders of SAGUNA claiming breaches of the SAGUNA stock purchase agreement and claiming that all of the former shareholders of SAGUNA have suffered damages totaling approximately $13.9 million, which they calculated as the value related to the consideration issued to those former shareholders for the acquisition of SAGUNA. The Company denies those claims and has not accrued any contingent loss. However, the Company may face legal claims or proceedings regarding those claims. By notice dated July 14, 2022, the Company received notice from a distributor that has a distribution agreement with InduraPower claiming that InduraPower, and the Company as guarantor, has breached the distribution agreement, and are claiming approximately $2.0 million in damages, which includes a claim for $0.5 million of foregone profit. The Company had received $1.3 million in cash as a deposit against future product deliveries which is included in contract liabilities – current. In addition, the Company fully accrued the remaining claim of $0.7 million in accrued liabilities in the condensed consolidated balance sheet as of June 30, 2023. On or about July 17, 2022, the former employees of SKS filed an insolvency request against SKS in the Nazareth District Court, Israel, No. 35035-06-22. The action represents $400,000 of claims of the former employees, which were fully accrued as of September 30, 2022. The claims of the former employees were resolved pursuant to the SKS Sale Agreement and the action was dismissed on or about January 9, 2023. On or about August 22, 2022, two former FastBack employees filed suit against the Company, DragonWave and FastBack in the Alameda County Superior Court, California, Case No. 22CV016666. The plaintiffs allege that their payroll was late and that the Company failed to make one payroll, failed to timely pay wages three times, failed to pay accrued vacation time, and owes penalties under California law. Each plaintiff claimed damages of no less than $66,500. The Company has accrued for the wage claims for services provided but has not accrued for penalties. On April 4, 2023, the Company resolved this lawsuit. On or about September 20, 2022, the Company was served with a suit that was filed on or about May 27, 2022 by the holder of a Transform-X Inc. (“Transform-X”) promissory note, suing the Company, Daniel Hodges, and Transform-X in the Richland County Court of Common Pleas, South Carolina, Case No. 2022CP4002806. The plaintiff alleges that for $125,000 he purchased an 8% promissory note in 2018 from Transform-X which has not been paid. Plaintiff alleges that the Company is also liable under the Transform-X promissory note. This lawsuit was removed to the United States District of South Carolina, Civil Action No.:3:22-cv-03645-MGL. The Company filed an Answer on October 27, 2022 and the proceedings are currently in the discovery phase. The Company strongly disputes the plaintiff’s allegations, has not accrued for any contingent losses, and intends to vigorously defend the lawsuit. On or about November 14, 2022, an intellectual property law firm filed suit against the Company in the United States District Court for the Southern District of California, San Diego. The plaintiff alleges that they performed work for the Company and its subsidiaries subsequent to September 30, 2022 and are owed approximately $75,000, which was fully accrued as of June 30, 2023. On January 9, 2023, a former employee of a subsidiary of InduraPower, filed suit against the Company and the former CEO, Daniel Hodges, in the Pima County Superior Court, Arizona, Case No. C20230116. The plaintiff has alleged that he is owed for unpaid minimum wages and overtime wages, breach of employment contract, retaliatory termination, and alleges an unspecified amount in damages. The Company strongly disputes plaintiff’s allegations and intends to vigorously defend the lawsuit. On or about January 10, 2023, a recruiting and staffing company obtained a default judgment against the Company in County Court, Collin County, Texas, Case No. 004-01539-2022, for $145,917 and post-judgment interest at 7%. As of June 30, 2023, the Company accrued for the full amount of the judgment. The judgment holder obtained a garnishment order against the Company’s banking accounts and has received approximately $17,600 in cash through the date of this filing. On or about May 22, 2023, a landlord filed suit against the Company in the Circuit Court, Fairfax County, Virgina, Case No. 202307755, for breach of a commercial lease. The plaintiff obtained a default judgment in the amount of approximately $130,000 which remains unpaid as of the date of this filing. As of June 30, 2023, the Company accrued for the full amount of the judgment in accrued liabilities on the condensed consolidated balance sheet. See Note 21 – Subsequent Events – Litigation, Claims and Contingencies Developments |
Concentrations
Concentrations | 6 Months Ended |
Jun. 30, 2023 | |
Concentrations [Abstract] | |
CONCENTRATIONS | NOTE 18 CONCENTRATIONS Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of trade accounts receivable. The Company performs ongoing credit evaluations of its customers and generally does not require collateral related to its trade accounts receivable. At June 30, 2023, accounts receivable, net, from three customers comprised an aggregate of approximately 72% of the Company’s total trade accounts receivable, and none of these balances were characterized as uncollectible. In addition, for the three months ended June 30, 2023, revenue from one customer individually exceeded 10% of revenue and comprised approximately 90% of the Company’s total revenue, compared to three customers that comprised approximately 41% of the Company’s total revenue for the three months ended June 30, 2022. For the six months ended June 30, 2023, revenue from one customers individually exceeded 10% of revenue and comprised approximately 84% of the Company’s total revenue compared to one customer that comprised approximately 11% of the Company’s total revenue during the six months ended June 30, 2022. At June 30, 2023 and 2022, no account payables from vendors accounted for 10% or more of the Company’s total expenses. |
Other Business Developments
Other Business Developments | 6 Months Ended |
Jun. 30, 2023 | |
Other Business Developments [Abstract] | |
OTHER BUSINESS DEVELOPMENTS | NOTE 19 OTHER BUSINESS DEVELOPMENTS Nasdaq Compliance Developments Throughout most of 2022, our common stock was not in compliance with the $1.00 minimum closing bid price requirement. We were given grace periods and regained compliance on or about February 27, 2023, by having the closing bid price of our common stock exceed $1.00 for a minimum of ten (10) consecutive trading days during the grace period by implementing a 1-for-100 reverse stock split of our outstanding common stock on February 10, 2023. On February 27, 2023, the Company regained compliance with Nasdaq Listing Rule 5550(a)(2), the $1.00 minimum closing bid price requirement (“minimum bid price”) price of the Company’s common stock following the successful filing of its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 pursuant to Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports (“filing requirements”) with the Securities and Exchange Commission (“SEC”). On March 31, 2023, the Company filed a notice of late filing on Form 12b-25 with the SEC to report that its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) would not be timely filed. On April 18, 2023, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed the Form 10-K, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the SEC. On May 17, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed the Form 10-K or its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rules. On August 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, the Company is not in compliance with Nasdaq Listing Rules. On October 16, 2023, the Company received notice from the Listing Qualifications Staff (the “Staff”) indicating that the Staff had determined to delist the Company’s securities unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Staff’s determination was based upon the Company’s continued non-compliance with the filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) because the Company had not filed its Form 10-K for the year ended December 31, 2022, and has not filed the Forms 10-Q for the periods ended March 31, 2023 and June 30, 2023. On November 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, the Company is not in compliance with Nasdaq Listing Rules. The Company requested and obtained a hearing before the Panel as well as a further stay of any additional action by Nasdaq pending the issuance of a decision by the Panel. There can be no assurance that a favorable decision will be obtained. If the Company fails to timely regain compliance with the Nasdaq Listing Rule within any grace period granted by the Nasdaq Hearings Panel, the Company’s common stock, warrants and 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock will be subject to delisting from Nasdaq. There is no assurance that the Company will regain compliance during any grace periods or be able to maintain compliance with Nasdaq’s listing requirements in the future. If we are not able to regain compliance during a grace period, Nasdaq will notify us that our common stock, warrants, and 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock will be delisted from The Nasdaq Capital Market. On June 21, 2023, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the Company’s minimum Market Value of Publicly Held Shares, as defined by Nasdaq (“MVPHS”), of the Company’s 9.25% Series A Cumulative Redeemable Perpetual Preferred Stock (“Preferred Stock”) has been below the minimum $1 million requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5555(a)(4) (the “Minimum Market Value of Publicly Held Shares Requirement”). Under Nasdaq rules, the Company will have the opportunity to appeal the delisting decision to a Nasdaq Hearings Panel. There can be no assurance that, if the Company decides to appeal the delisting determination, such appeal would be successful. In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a compliance period of 180 calendar days from receipt of the letter, or until December 18, 2023, to regain compliance with the Minimum Market Value of Publicly Held Shares Requirement. To regain compliance with the Minimum Market Value of Publicly Held Shares Requirement, the Company’s Preferred Stock MVPHS must be $1 million or more for a minimum of 10 consecutive business days during the compliance period ending on December 18, 2023. There can be no assurance that the Company will be able to regain compliance with either listing requirement. Business Developments In January 2023, the Company idled the employees of RF Engineering & Energy Resource, LLC. |
Correction of an Error
Correction of an Error | 6 Months Ended |
Jun. 30, 2023 | |
Correction of an Error [Abstract] | |
CORRECTION OF AN ERROR | NOTE 20 CORRECTION OF AN ERROR During the review of the Company’s condensed consolidated financial statements for the three months ended March 31, 2023, the Company identified errors in the reporting of historical goodwill impairment (included in impairment expense) and intangible asset impairment (included in impairment expense). The errors resulted in an understatement of impairment expense for the year ended December 31, 2022. Based on management’s evaluation of the SEC Staff’s Accounting Bulletins Nos. 99 (“SAB 99”) and 108 (“SAB 108”) and interpretations therewith, the Company concluded that the aforementioned errors were not material to the Company’s previously filed 2022 consolidated financial statements. This is further supported by the fact that all errors are of a non-cash nature, do not impact Adjusted EBITDA (earnings before income tax, depreciation and amortization, impairment expense, and stock-based compensation), and would not likely have materially impacted a reasonable investor’s opinion of the Company’s financial condition and results of operations. Because the correction of these errors was not deemed to be material to the results for the year ended December 31, 2022, and the errors are not expected to be material to the year ended December 31, 2023, to correct these errors, the Company recorded the corrections as out-of-period adjustments in the three-month period ended March 31, 2023. See the table below for the details of the corrections: For the Six Months Ended Condensed Consolidated Statements of Operations: June 30, 2023 (Amounts in thousands) Before Adjustment As Impairment $ - $ 896 $ 896 Net loss from continuing operations $ (3,396 ) $ (896 ) $ (4,292 ) Net loss from continuing operations – basic and diluted per share $ (1.42 ) $ (0.34 ) $ (1.76 ) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 21 SUBSEQUENT EVENTS Debt and Equity Developments On September 1, 2023, Dustin H. McIntire, our CTO, loaned $260,000 to the Company which was used to secure a software license for the Company. Upon being notified of the proposed loan, the Audit Committee reviewed the transaction under the related party transaction policy and approved the transaction. The Company gave Mr. McIntire a secured convertible promissory note for the $260,000 loan, due December 31, 2024, with eight per cent (8%) interest, secured by the software license. The holder may convert all or a portion of the note at any time into shares of the Company’s common stock at the closing price on which the conversion is elected or into bridge financing with identical terms as such bridge financing or offering. Nasdaq Compliance Developments On November 16, 2023, the Company received a notice from Nasdaq stating that because the Company has not yet filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, the Company is not in compliance with Nasdaq Listing Rules. As a result, the Company is required to present its views of the deficiency to the Panel in writing no later than December 22, 2023. On December 12, 2023, the Company received notice from Nasdaq indicating that the Staff had determined that an additional basis exists to delist the Company’s securities because the Company reported stockholders’ equity of less than $2,500,000 in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which is the minimum requirement set forth in Nasdaq Listing Rule 5550(b)(1), and did not otherwise satisfy the alternative minimum requirements for market value of listed securities or net income from continuing operations. The Company previously requested and was granted a hearing before the Nasdaq Hearings Panel (the “Panel”), as well as a further stay of any suspension action by Nasdaq pending the issuance of a decision by the Panel and the expiration of any extension the Panel may grant to the Company following the hearing. At the hearing, the Company intends to present its plan to regain compliance with all applicable continued listing criteria and request an extension to do so. If the Panel denies the Company’s request for continued listing or if the Company is unable to evidence compliance within any extension of time that may be granted by the Panel, Nasdaq will provide written notification that the Company’s securities will be delisted and, as such, there can be no assurance that the Company will be able to maintain the listing of its securities on Nasdaq. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations and financial position for the three and six months ended June 30, 2023 and cash flows for the six months ended June 30, 2023 are not necessarily indicative of the operating results for the full year ending December 31, 2023 or any other period. The amounts reported in the unaudited condensed consolidated financial statements, and the tables in the notes hereto, of the Quarterly Report on Form 10-Q as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022, are presented in United States dollars and are rounded in thousands with the exception of share and per share data. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and related disclosures as of December 31, 2022 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on Form 10-K on December 7, 2023. Effective February 10, 2023, the Company enacted a 1-for-100 reverse stock split (the “2023 Split”) of the Company’s common stock. These consolidated financial statements and accompanying notes give effect to the reverse stock split as if it occurred at the beginning of the first period presented. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation. These reclassifications had no effect on the previously reported results of operations or loss per share. |
Correction of an Error | Correction of an Error See Note 20 - Correction of an Error |
Principle of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements as of June 30, 2023 and December 31, 2022, and for the three and six months ended June 30, 2023 and 2022, include the accounts of the Company and its subsidiaries. All intercompany transactions and accounts have been eliminated. |
Use of Estimates | Use of Estimates 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, disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates consist of the valuation of stock-based compensation; the valuation of the assets and liabilities acquired; the valuation of the Company’s equity securities issued in transactions; the valuation of inventory; the allowance for credit losses; the valuation of equity securities; the valuation allowance for deferred tax assets; and impairment of long-lived assets and goodwill. |
Long-Lived Assets and Goodwill | Long-Lived Assets and Goodwill The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. As of June 30, 2023, the Company determined that it was not more likely than not that the reporting unit’s fair value was below its carrying amount due to a decline in the Company’s market capitalization. Accordingly, it was not necessary to perform impairment testing as of June 30, 2023. However, please see Note 20 – Correction of an Error In determining whether a quantitative assessment is required, the Company will evaluate relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after performing the qualitative assessment, an entity concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the entity would perform the quantitative impairment test described in ASC 350. However, if, after applying the qualitative assessment, the entity concludes that it is not more than likely that the fair value is less than the carrying amount, the quantitative impairment test is not required. The Company bases these assumptions on its historical data and experience, industry projections, micro and macro general economic condition projections, and its expectations. The Company calculates the estimated fair value of a reporting unit using a weighting of the income and market approaches and compares it to the carrying values. For the income approach, the Company uses internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. For the market approach, the Company uses internal analyses based primarily on market comparables. The Company bases these assumptions on its historical data and experience, third party appraisals, industry projections, micro and macro general economic condition projections, and its expectations. There are inherent uncertainties related to these factors and management’s judgment in applying them to the analysis of goodwill impairment. |
Discontinued Operations | Discontinued Operations On June 21, 2022, the Company completed the sale of its Sovereign Plastics business unit to TheLandersCompanies LLC for total consideration of $2.0 million in a secured note with interest of 5% and a maturity date of May 31, 2025. The results of Sovereign Plastics are reflected in the accompanying statements of operations for the three and six months ended June 30, 2022 as income from discontinued operations, net of tax (see Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale |
Assets and Liabilities Held for Sale | Assets and Liabilities Held for Sale On March 20, 2023, the Company completed the sale of its Sky Sapience business unit to Titan Innovations Ltd. for total consideration of $1.8 million. Accordingly, assets and liabilities of Sky Sapience are reflected in the accompanying condensed consolidated balance sheet as “Assets held for sale” and “Liabilities held for sale”, respectively, as of December 31, 2022 (see Note 3 – Discontinued Operations and Assets and Liabilities Held for Sale |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). ASC 820 established a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows: Level 1 Level 2 Level 3 The Company utilizes fair value measurements primarily in conjunction with the valuation of assets acquired and liabilities assumed in a business combination. In addition, certain nonfinancial assets and liabilities are to be measured at fair value on a nonrecurring basis in accordance with applicable U.S. GAAP. In general, nonfinancial assets including goodwill, other intangible assets and property and equipment are measured at fair value when there is an indication of impairment and are recorded at fair value only when an impairment is recognized. As allowed by applicable FASB guidance, the Company has elected not to apply the fair value option for financial assets and liabilities to any of its currently eligible financial assets or liabilities. The Company’s financial instruments consist of cash, accounts receivable, accounts payable and notes payable. The Company has determined that the book value of its outstanding financial instruments as of June 30, 2023 and December 31, 2022 approximated their fair value due to their short-term nature. |
Reportable Segments and Reporting Units | Reportable Segments and Reporting Units A reporting unit (“RU”) is a component of an operating segment that is a business activity for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company’s legal operating subsidiaries are not organized to qualify as individual segments, however, each operating entity had separate financial information and an operating manager, who oversees the business and financial activities, reporting to the Chief Operating Decision Maker (“CODM”). Therefore, during 2022, the Company operated as one reportable segment and each legal entity was deemed to be a separate reporting unit. As of January 1, 2023, the Company began operating as a single reporting unit. As part of the Company’s restructuring, the Company integrated its previously separate reporting units, including employing a single integrated sales function, and the Chief Executive Officer is managing the Company and making decisions based on the Company’s consolidated operating results. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13 was originally effective for fiscal years beginning after December 15, 2019, with early adoption permitted. In October 2019, the FASB issued ASU No. 2019-10, “Financial Instruments-Credit Losses (Topic 326): Effective Dates”, to finalize the effective date delays for private companies, not-for-profits, and smaller reporting companies applying the current expected credit losses (“CECL”) standards. The ASU is now effective for reporting periods beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company adopted this ASU on January 1, 2023 and the adoption did not have a material impact on the Company’s condensed consolidated financial statements. |
Discontinued Operations and A_2
Discontinued Operations and Assets and Liabilities Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations [Abstract] | |
Schedule of Assets and Liabilities of Discontinued Operations | Sky Sapience’s assets and liabilities met the criteria to be classified as held for sale as of December 31, 2022 as follows: Sky Sapience December 31, (Amounts in thousands, except share and per share data) 2022 Assets Cash $ 35 Inventory, net 535 Prepaid and deferred expenses 56 Other current assets 25 Assets held for sale - current 651 Property and equipment, net 640 Operating lease right-of-use assets 269 Intangible assets, net 246 Goodwill 1,219 Assets held for sale - long-term 2,374 Total assets held for sale $ 3,025 Liabilities Accounts payable $ 233 Accrued liabilities 321 Accrued payroll 321 Contract liabilities - current 1,347 Operating lease liabilities - current 120 Liabilities held for sale - current 2,342 Operating lease liabilities - long-term 140 Liabilities held for sale - long-term 140 Total liabilities held for sale $ 2,482 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue [Abstract] | |
Schedule of Revenue | Revenue by type consisted of the following for the three and six months ended June 30, 2023 and 2022: For the Three Months Ended For the Six Months Ended June 30, June 30, (Amounts in thousands) 2023 2022 2023 2022 Telecom hardware $ 334 $ 1,823 $ 541 $ 3,112 Drones 3,153 - 3,396 353 Support & maintenance 9 43 40 83 Consulting - 160 - 217 Optic repairs - 62 - 376 Software - - 2 - Total revenue $ 3,496 $ 2,088 $ 3,979 $ 4,141 |
Schedule of Timing of Revenue Recognition | The following table is a summary of the Company’s timing of revenue recognition for the three and six months ended June 30, 2023 and 2022: For the Three Months Ended For the Six Months Ended June 30, June 30, (Amounts in thousands) 2023 2022 2023 2022 Timing of revenue recognition: Services and products transferred at a point in time $ 3,468 $ 2,037 $ 3,919 $ 3,992 Services and products transferred over time 28 51 60 149 Total revenue $ 3,496 $ 2,088 $ 3,979 $ 4,141 |
Schedule of Revenue by Source | Revenue by source consisted of the following for the three and six months ended June 30, 2023 and 2022: For the Three Months Ended For the Six Months Ended June 30, June 30, (Amounts in thousands) 2023 2022 2023 2022 Revenue by products and services: Products $ 3,468 $ 2,037 $ 3,919 $ 3,992 Services 28 51 60 149 Total revenue $ 3,496 $ 2,088 $ 3,979 $ 4,141 |
Schedule of Revenue by Geographic Destination | Revenue by geographic destination consisted of the following for the three and six months ended June 30, 2023 and 2022: For the Three Months Ended For the Six Months Ended June 30, June 30, (Amounts in thousands) 2023 2022 2023 2022 Revenue by geography: North America $ 3,496 $ 1,944 $ 3,978 $ 3,493 International - 144 1 648 Total revenue $ 3,496 $ 2,088 $ 3,979 $ 4,141 |
Schedule of Opening and Closing Balances of Contract Liabilities | The following table is a summary of the Company’s opening and closing balances of contract liabilities related to contracts with customers. (Amounts in thousands) Total Balance at December 31, 2022 $ 3,384 New invoices not yet earned 9 Revenue earned (1,870 ) Balance at June 30, 2023 $ 1,523 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings (Loss) Per Share [Abstract] | |
Schedule of Weighted-Average Potential Common Shares | The following weighted-average potential common shares were excluded from the diluted loss per common share as their effect was anti-dilutive as of June 30, 2023 and 2022, respectively: June 30, 2023 2022 Options 24,954 63,341 Warrants 115,899 128,149 Convertible notes (1) 217,530 45,668 358,383 237,158 (1) The potentially dilutive shares associated with convertible notes were calculated based on the conditions as of the calculation date. |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounts Receivable, Net [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, (Amounts in thousands) 2023 2022 Accounts receivable $ 1,574 $ 2,372 Less: allowance for doubtful accounts (1,241 ) (1,246 ) Total accounts receivable, net $ 333 $ 1,126 |
Inventory, Net (Tables)
Inventory, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory, Net [Abstract] | |
Schedule of Inventory | Inventory consisted of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, (Amounts in thousands) 2023 2022 Raw materials $ 3,577 $ 3,685 Work in progress 729 560 Finished goods 260 480 Total inventory 4,566 4,725 Reserve (759 ) (759 ) Total inventory, net $ 3,807 $ 3,966 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Schedule of prepaid expenses [Abstract] | |
Schedule of Prepaid Expenses | Prepaid expenses consisted of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, (Amounts in thousands) 2023 2022 Prepaid products and services $ 3,431 $ 3,557 Prepaid rent and security deposit 14 14 Total prepaid expenses $ 3,445 $ 3,571 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property and Equipment, Net [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, (Amounts in thousands) 2023 2022 Shop machinery and equipment $ 672 $ 672 Computers and electronics 766 766 Office furniture and fixtures 68 68 Leasehold improvements 41 41 Total property and equipment 1,547 1,547 Less: accumulated depreciation (1,243 ) (1,170 ) Total property and equipment, net $ 304 $ 377 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Operating Leases | The Company has operating leases for office, manufacturing and warehouse space, along with office equipment. Balances as of June 30, 2023 and December 31, 2022 for operating leases were as follows: June 30, December 31, (Amounts in thousands) 2023 2022 Operating lease ROU assets $ 90 $ 97 Operating lease liability $ 11,127 $ 11,137 |
Schedule of Other Information Related To Operating Leases | Other information related to the Company’s operating leases are as follows: For the Three Months Ended For the Six Months Ended June 30, June 30, (Amounts in thousands) 2023 2022 2023 2022 Operating lease cost $ 488 $ 535 $ 976 $ 1,088 Short-term lease cost $ 31 $ 19 $ 31 $ 28 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 25 $ - $ 25 $ 10,052 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 437 $ 24 $ 900 $ 517 |
Schedule of Weighted-Average Remaining Lease Term and Weighted Average Discount Rates | The following table presents the weighted-average remaining lease term and weighted average discount rates related to the Company’s operating leases as of June 30, 2023 and December 31, 2022: June 30, December 31, 2023 2022 Weighted average remaining lease term (years) 7.54 7.90 Weighted average discount rate 5.50 % 5.52 % |
Schedule of Total Remaining Years to Lease Liabilities Operating Leases | The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the condensed consolidated balance sheet as of June 30, 2023: Operating (Amounts in thousands) Leases 2023 $ 911 2024 1,720 2025 1,625 2026 1,386 2027 1,424 Thereafter 6,862 Total minimum lease payments 13,928 Less: effect of discounting (2,801 ) Present value of future minimum lease payments 11,127 Less: current obligations under leases (1,600 ) Long-term lease obligations $ 9,527 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt [Abstract] | |
Schedule of Debt Consisted | Debt consisted of the following as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 (Amounts in thousands) Note Maturity Amount Interest Amount Interest Secured Notes Payable Secured senior convertible note payable A 5/27/23 $ 51 6.0 % $ 51 6.0 % Secured senior convertible note payable B 8/25/23 59 6.0 % 59 6.0 % Secured note payable C 10/25/23 368 6.0 % 368 6.0 % Secured note payable D 11/8/23 263 6.0 % 263 6.0 % Secured note payable E 11/26/21 875 15.0 % 775 15.0 % Secured note payable F 7/29/24 550 8.0 % 550 8.0 % Secured note payable G 6/30/23 50 - 50 - SBA loan H 5/15/50 150 3.8 % 150 3.8 % Total secured notes payable 2,366 2,266 Unsecured Notes Payable Note payable - related party I 12/31/23 100 5.5 % 100 3.0 % Note payable J 7/29/23 26 15.0 % 26 15.0 % Note payable K 7/30/23 90 8.0 % - - Note payable L 8/1/23 80 8.0 % - - Total notes payable 296 126 Unsecured Convertible Notes Payable Convertible note payable M 1/29/26 9,805 15.0 % 11,150 3.3 % Total convertible notes payable 9,805 11,150 Total debt 12,467 13,542 Less: unamortized discounts and debt issuance costs (4 ) (11 ) Total long-term debt, less discounts and debt issuance costs 12,463 13,531 Less: current portion of debt (11,913 ) (11,636 ) Long-term portion of debt $ 550 $ 1,895 |
Schedule of Future Maturities Contractually Required by the Company under Long-Term Debt Obligations | Future maturities contractually required by the Company under long-term debt obligations are as follows as of June 30, 2023: (Amounts in thousands) Total 2023 $ 11,917 2024 550 2025 - 2026 - 2027 - Thereafter - Total $ 12,467 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Compensation [Abstract] | |
Schedule of the Restricted Stock Unit | A summary of the restricted stock unit (“RSA”) activity during the six months ended June 30, 2023 is presented below: Weighted- Average Number of Grant Date Value RSA’s Per Share RSA’s non-vested - January 1, 2023 333 $ 450 Granted - - Forfeited - - Vested (333 ) 450 RSA’s non-vested - June 30, 2023 - $ - |
Schedule of Stock Option Activity | The following table presents stock option activity for the six months ended June 30, 2023: Weighted Weighted Average Average Aggregate Number of Exercise Price Contractual Intrinsic Options Per Share Life in Years Value Outstanding - December 31, 2022 26,554 $ 223 Exercised - - Cancelled or Expired (1,600 ) 291 Outstanding - June 30, 2023 24,954 $ 219 2.29 $ - Exercisable - June 30, 2023 22,788 $ 214 2.24 $ - |
Schedule of Presents Information Related to Stock Options | The following table presents information related to stock options as of June 30, 2023: Options Outstanding Options Exercisable Weighted Exercise Outstanding Average Exercisable Price Number of Remaining Life Number of Per Share Options In Years Options $0.01 - $50.00 - - - $50.01 - $100.00 5,688 2.02 5,688 $100.01 - $150.00 - - - $150.01 - $200.00 2,900 0.50 2,900 $200.01 - $250.00 - - - $250.01 - $300.00 16,033 2.70 13,867 $300.01 - $350.00 333 2.02 333 24,954 2.24 22,788 |
Correction of an Error (Tables)
Correction of an Error (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Correction of an Error [Abstract] | |
Schedule of Correction of an Error | Because the correction of these errors was not deemed to be material to the results for the year ended December 31, 2022, and the errors are not expected to be material to the year ended December 31, 2023, to correct these errors, the Company recorded the corrections as out-of-period adjustments in the three-month period ended March 31, 2023. See the table below for the details of the corrections: For the Six Months Ended Condensed Consolidated Statements of Operations: June 30, 2023 (Amounts in thousands) Before Adjustment As Impairment $ - $ 896 $ 896 Net loss from continuing operations $ (3,396 ) $ (896 ) $ (4,292 ) Net loss from continuing operations – basic and diluted per share $ (1.42 ) $ (0.34 ) $ (1.76 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |
Jun. 21, 2022 | Jun. 21, 2022 | Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |||
Secured note | $ 2 | $ 2 | |
Interest rate | 5% | 5% | |
Sale consideration | $ 1.8 | ||
Sovereign Plastics [Member] | |||
Summary of Significant Accounting Policies [Abstract] | |||
Maturity date | May 31, 2025 | May 31, 2025 |
Discontinued Operations and A_3
Discontinued Operations and Assets and Liabilities Held for Sale (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |||
Mar. 20, 2023 | Jun. 21, 2022 | Jun. 30, 2022 | Jun. 21, 2022 | Mar. 31, 2023 | |
Discontinued Operations and Assets and Liabilities Held for Sale [Line Items] | |||||
Consideration for sale of discontinued operations | $ 2 | ||||
Recognized gain on sale | $ 1.1 | ||||
Sale of business consideration | $ 1.8 | $ 0.5 | |||
Total liabilities assumed | 2.5 | ||||
Obligation receivable | $ 0.6 | 0.6 | |||
Cash proceeds | 0.5 | ||||
Total assets of closing costs | 3 | ||||
Sale of consultant | $ 0.1 | ||||
Sovereign Plastics [Member] | |||||
Discontinued Operations and Assets and Liabilities Held for Sale [Line Items] | |||||
Interest percentage | 5% | 5% | |||
Maturity date | May 31, 2025 | May 31, 2025 |
Discontinued Operations and A_4
Discontinued Operations and Assets and Liabilities Held for Sale (Details) - Schedule of Assets and Liabilities of Discontinued Operations - Sovereign Plastics [Member] $ in Thousands | Dec. 31, 2022 USD ($) |
Assets | |
Cash | $ 35 |
Inventory, net | 535 |
Prepaid and deferred expenses | 56 |
Other current assets | 25 |
Assets held for sale - current | 651 |
Property and equipment, net | 640 |
Operating lease right-of-use assets | 269 |
Intangible assets, net | 246 |
Goodwill | 1,219 |
Assets held for sale - long-term | 2,374 |
Total assets held for sale | 3,025 |
Liabilities | |
Accounts payable | 233 |
Accrued liabilities | 321 |
Accrued payroll | 321 |
Contract liabilities - current | 1,347 |
Operating lease liabilities - current | 120 |
Liabilities held for sale - current | 2,342 |
Operating lease liabilities - long-term | 140 |
Liabilities held for sale - long-term | 140 |
Total liabilities held for sale | $ 2,482 |
Going Concern (Details)
Going Concern (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Going Concern [Abstract] | |||
Cash flows used in operations | $ 100 | ||
Accumulated deficit | $ (301,848) | $ (297,556) | |
Working capital deficit | $ 15,200 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue (Details) [Line Items] | |||||
Revenue amount | $ 3,496 | $ 2,088 | $ 3,979 | $ 4,141 | |
Deferred revenue | $ 1,900 | ||||
Contract balance | $ 1,500 | $ 1,500 | |||
Minimum [Member] | |||||
Revenue (Details) [Line Items] | |||||
Revenue amount | $ 3,400 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of Revenue - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Principal Transaction Revenue [Line Items] | ||||
Total revenue | $ 3,496 | $ 2,088 | $ 3,979 | $ 4,141 |
Telecom hardware [Member] | ||||
Principal Transaction Revenue [Line Items] | ||||
Total revenue | 334 | 1,823 | 541 | 3,112 |
Drones [Member] | ||||
Principal Transaction Revenue [Line Items] | ||||
Total revenue | 3,153 | 3,396 | 353 | |
Support & maintenance [Member] | ||||
Principal Transaction Revenue [Line Items] | ||||
Total revenue | 9 | 43 | 40 | 83 |
Consulting [Member] | ||||
Principal Transaction Revenue [Line Items] | ||||
Total revenue | 160 | 217 | ||
Optic repairs [Member] | ||||
Principal Transaction Revenue [Line Items] | ||||
Total revenue | $ 62 | $ 376 | ||
Software [Member] | ||||
Principal Transaction Revenue [Line Items] | ||||
Total revenue | $ 2 |
Revenue (Details) - Schedule _2
Revenue (Details) - Schedule of Timing of Revenue Recognition - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Timing of revenue recognition: | ||||
Services and products transferred at a point in time | $ 3,468 | $ 2,037 | $ 3,919 | $ 3,992 |
Services and products transferred over time | 28 | 51 | 60 | 149 |
Total revenue | $ 3,496 | $ 2,088 | $ 3,979 | $ 4,141 |
Revenue (Details) - Schedule _3
Revenue (Details) - Schedule of Revenue by Source - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue by products and services: | ||||
Total revenue | $ 3,496 | $ 2,088 | $ 3,979 | $ 4,141 |
Products [Member] | ||||
Revenue by products and services: | ||||
Total revenue | 3,468 | 2,037 | 3,919 | 3,992 |
Services [Member] | ||||
Revenue by products and services: | ||||
Total revenue | $ 28 | $ 51 | $ 60 | $ 149 |
Revenue (Details) - Schedule _4
Revenue (Details) - Schedule of Revenue by Geographic Destination - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue (Details) - Schedule of Revenue by Geographic Destination [Line Items] | ||||
Total revenue | $ 3,496 | $ 2,088 | $ 3,979 | $ 4,141 |
North America [Member] | ||||
Revenue (Details) - Schedule of Revenue by Geographic Destination [Line Items] | ||||
Total revenue | 3,496 | 1,944 | 3,978 | 3,493 |
International [Member] | ||||
Revenue (Details) - Schedule of Revenue by Geographic Destination [Line Items] | ||||
Total revenue | $ 144 | $ 1 | $ 648 |
Revenue (Details) - Schedule _5
Revenue (Details) - Schedule of Opening and Closing Balances of Contract Liabilities $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Schedule of Opening and Closing Balances of Contract Liabilities [Abstract] | |
Beginning balance | $ 3,384 |
New invoices not yet earned | 9 |
Revenue earned | (1,870) |
Ending balance | $ 1,523 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - Schedule of Weighted-Average Potential Common Shares - shares | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Schedule of Weighted-Average Potential Common Shares [Abstract] | |||
Options | 24,954 | 63,341 | |
Warrants | 115,899 | 128,149 | |
Convertible notes | [1] | 217,530 | 45,668 |
Total | 358,383 | 237,158 | |
[1] The potentially dilutive shares associated with convertible notes were calculated based on the conditions as of the calculation date. |
Cash, Cash Equivalents, and R_2
Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Cash, Cash Equivalents, and Restricted Cash [Abstract] | ||
Restricted cash | $ 195,000 | |
Equipment leases | $ 47,000 | |
Restricted cash held for sale | $ 35,000 |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounts Receivable, Net [Abstract] | ||||
Bad debt expense | $ 49 | $ 2 | $ 49 | $ 2 |
Accounts Receivable, Net (Det_2
Accounts Receivable, Net (Details) - Schedule of Accounts Receivable - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Accounts Receivable [Abstract] | ||
Accounts receivable | $ 1,574 | $ 2,372 |
Less: allowance for doubtful accounts | (1,241) | (1,246) |
Total accounts receivable, net | $ 333 | $ 1,126 |
Inventory, Net (Details) - Sche
Inventory, Net (Details) - Schedule of Inventory - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Inventory [Abstract] | ||
Raw materials | $ 3,577 | $ 3,685 |
Work in progress | 729 | 560 |
Finished goods | 260 | 480 |
Total inventory | 4,566 | 4,725 |
Reserve | (759) | (759) |
Total inventory, net | $ 3,807 | $ 3,966 |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Prepaid Expenses [Abstract] | ||
Inventory deposits | $ 2.9 | $ 2.9 |
Prepaid Expenses (Details) - Sc
Prepaid Expenses (Details) - Schedule of Prepaid Expenses - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Prepaid Expenses [Abstract] | ||
Prepaid products and services | $ 3,431 | $ 3,557 |
Prepaid rent and security deposit | 14 | 14 |
Total prepaid expenses | $ 3,445 | $ 3,571 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||||
Jun. 23, 2022 | May 23, 2022 | Feb. 01, 2022 | Jan. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property and Equipment, Net [Line Items] | ||||||||
Capital expenditure | $ 0 | $ 0.2 | ||||||
Cash | $ 15.8 | |||||||
Carrying value | 6.7 | |||||||
Cost basis of building | 4.8 | |||||||
Cost basis of land | 1.3 | |||||||
Building improvements | 0.8 | |||||||
Accumulated depreciation | 0.2 | |||||||
Gain on sale of assets | 8.4 | |||||||
Transaction cost | $ 0.7 | |||||||
Depreciation expense | $ 0 | $ 0.1 | $ 0.1 | $ 0.6 | ||||
Tucson Building lease [Member] | ||||||||
Property and Equipment, Net [Line Items] | ||||||||
Gross assets | $ 0.6 | |||||||
Net book value | $ 0.1 | |||||||
DragonWave-X Canada [Member] | ||||||||
Property and Equipment, Net [Line Items] | ||||||||
Gross assets | $ 8.5 | |||||||
Net book value | $ 0 | |||||||
Innovation Digital, LLC [Member] | ||||||||
Property and Equipment, Net [Line Items] | ||||||||
Gross assets | $ 0.1 | |||||||
Net book value | $ 0.1 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,547 | $ 1,547 |
Less: accumulated depreciation | (1,243) | (1,170) |
Total property and equipment, net | 304 | 377 |
Shop machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 672 | 672 |
Computers and electronics [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 766 | 766 |
Office furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 68 | 68 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 41 | $ 41 |
Note and Obligation Receivable
Note and Obligation Receivable (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 21, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Mar. 20, 2023 | |
Note and Obligation Receivable [Line Items] | ||||
Total consideration | $ 2,000 | |||
Percentage of interest | 5% | |||
Payment amount | $ 650 | |||
Payment amount one | 650 | |||
Payment amount two | $ 700 | |||
Note receivable | $ 2,000 | |||
Accrued interest | $ 100 | |||
Obligation receivable | $ 600 | $ 600 | ||
TheLandersCompanies LLC [Member] | ||||
Note and Obligation Receivable [Line Items] | ||||
Maturity date | May 31, 2025 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Operating Leases - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Operating Leases [Abstract] | ||
Operating lease ROU assets | $ 90 | $ 97 |
Operating lease liability | $ 11,127 | $ 11,137 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Other Information Related to Operating Leases - Other information related [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Other Information Related to Operating Leases [Abstract] | ||||
Operating lease cost | $ 488 | $ 535 | $ 976 | $ 1,088 |
Short-term lease cost | 31 | 19 | 31 | 28 |
Right-of-use assets obtained in exchange for lease obligations Operating leases | 25 | 25 | 10,052 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows from operating leases | $ 437 | $ 24 | $ 900 | $ 517 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Weighted-Average Remaining Lease Term and Weighted Average Discount Rates | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of weighted-average remaining lease term and weighted average discount rates [Abstract] | ||
Weighted average remaining lease term (years) | 7 years 6 months 14 days | 7 years 10 months 24 days |
Weighted average discount rate | 5.50% | 5.52% |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Total Remaining Years to Lease Liabilities Operating Leases - Operating Leases [Member] $ in Thousands | Jun. 30, 2023 USD ($) |
Schedule of total remaining years to lease liabilities operating leases [Abstract] | |
2023 | $ 911 |
2024 | 1,720 |
2025 | 1,625 |
2026 | 1,386 |
2027 | 1,424 |
Thereafter | 6,862 |
Total minimum lease payments | 13,928 |
Less: effect of discounting | (2,801) |
Present value of future minimum lease payments | 11,127 |
Less: current obligations under leases | (1,600) |
Long-term lease obligations | $ 9,527 |
Debt (Details)
Debt (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||||
Apr. 13, 2023 | Mar. 14, 2023 | Feb. 01, 2023 | Jan. 17, 2023 | May 24, 2022 | Jan. 31, 2023 | Jan. 17, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jan. 20, 2023 | |
Debt (Details) [Line Items] | ||||||||||
Penalties and interest capitalized | $ 100,000 | |||||||||
Interest rate | 15% | |||||||||
Shares of issued common stock (in Shares) | 12,000 | 12,000 | ||||||||
Grant date value | $ 28,080,000 | $ 81,000 | ||||||||
Promissory note | $ 90,000 | |||||||||
Outstanding convertible | 88,000 | |||||||||
Debt offering | $ 2,500,000 | 2,500,000 | $ 2,500,000 | |||||||
Cash paid for interest | $ 75,985 | |||||||||
Loss on inducement of debt conversion | $ 1,900,000 | |||||||||
Shares of common stock issued (in Shares) | 280,625 | |||||||||
Fair value of common stock shares (in Shares) | 3,068 | |||||||||
Accrued interest percentage | 15% | |||||||||
Note F [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Maturity date | Jul. 29, 2024 | |||||||||
Interest rate | 8% | |||||||||
Discount rate | 10% | |||||||||
Term of advisory services | 2 years | |||||||||
Note K [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Interest rate | 15% | |||||||||
Principal amount | $ 90,000 | |||||||||
Percentage of debt | 8% | |||||||||
Conversion price | 81% | |||||||||
Conversion price per share (in Dollars per share) | $ 5 | $ 5 | ||||||||
Note L [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Principal amount | $ 80,000 | |||||||||
Percentage of debt | 8% | |||||||||
Conversion price | 81% | |||||||||
Conversion price per share (in Dollars per share) | $ 5 | |||||||||
Note M [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Discount rate | 81% | |||||||||
Convertible promissory notes | $ 11,200,000 | |||||||||
Share of common stock (in Shares) | 280,625 | |||||||||
Note A [Member] | ||||||||||
Debt (Details) [Line Items] | ||||||||||
Principal amount | $ 1,300,000 | |||||||||
Purchase of warrants (in Shares) | 300,000 |
Debt (Details) - Schedule of De
Debt (Details) - Schedule of Debt Consisted - Long-Term Debt [Member] - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Secured Notes Payable | ||
Amount Outstanding | $ 9,805 | $ 11,150 |
Total debt | 12,467 | 13,542 |
Less: unamortized discounts and debt issuance costs | (4) | (11) |
Total long-term debt, less discounts and debt issuance costs | 12,463 | 13,531 |
Less: current portion of debt | (11,913) | (11,636) |
Non-current portion of debt | $ 550 | 1,895 |
Secured Senior Convertible Note Payable [Member] | ||
Secured Notes Payable | ||
Maturity Date | May 27, 2023 | |
Amount Outstanding | $ 51 | $ 51 |
Interest Rate | 6% | 6% |
Secured Senior Convertible Note Payable [Member] | ||
Secured Notes Payable | ||
Maturity Date | Aug. 25, 2023 | |
Amount Outstanding | $ 59 | $ 59 |
Interest Rate | 6% | 6% |
Secured Note Payable [Member] | ||
Secured Notes Payable | ||
Maturity Date | Oct. 25, 2023 | |
Amount Outstanding | $ 368 | $ 368 |
Interest Rate | 6% | 6% |
Secured Note Payable [Member] | ||
Secured Notes Payable | ||
Maturity Date | Nov. 08, 2023 | |
Amount Outstanding | $ 263 | $ 263 |
Interest Rate | 6% | 6% |
Secured Note Payable [Member] | ||
Secured Notes Payable | ||
Maturity Date | Nov. 26, 2021 | |
Amount Outstanding | $ 875 | $ 775 |
Interest Rate | 15% | 15% |
Secured Note Payable [Member] | ||
Secured Notes Payable | ||
Maturity Date | Jul. 29, 2024 | |
Amount Outstanding | $ 550 | $ 550 |
Interest Rate | 8% | 8% |
Secured Note Payable [Member] | ||
Secured Notes Payable | ||
Maturity Date | Jun. 30, 2023 | |
Amount Outstanding | $ 50 | $ 50 |
Interest Rate | ||
SBA loan [Member] | ||
Secured Notes Payable | ||
Maturity Date | May 15, 2050 | |
Amount Outstanding | $ 150 | $ 150 |
Interest Rate | 3.80% | 3.80% |
Secured Note Payable Two [Member] | ||
Secured Notes Payable | ||
Amount Outstanding | $ 2,366 | $ 2,266 |
Note Payable - Related Party [Member] | ||
Secured Notes Payable | ||
Maturity Date | Dec. 31, 2023 | |
Amount Outstanding | $ 100 | $ 100 |
Interest Rate | 5.50% | 3% |
Notes Payable [Member] | ||
Secured Notes Payable | ||
Maturity Date | Jul. 29, 2023 | |
Amount Outstanding | $ 26 | $ 26 |
Interest Rate | 15% | 15% |
Note Payable [Member] | ||
Secured Notes Payable | ||
Maturity Date | Jul. 30, 2023 | |
Amount Outstanding | $ 90 | |
Interest Rate | 8% | |
Convertible Notes Payable [Member] | ||
Secured Notes Payable | ||
Maturity Date | Aug. 01, 2023 | |
Amount Outstanding | $ 80 | |
Interest Rate | 8% | |
Total Notes Payable [Member] | ||
Secured Notes Payable | ||
Amount Outstanding | $ 296 | $ 126 |
Convertible Note Payable [Member] | ||
Secured Notes Payable | ||
Maturity Date | Jan. 29, 2026 | |
Amount Outstanding | $ 9,805 | $ 11,150 |
Interest Rate | 15% | 3.30% |
Debt (Details) - Schedule of Fu
Debt (Details) - Schedule of Future Maturities Contractually Required by the Company Under Long-Term Debt Obligations $ in Thousands | Jun. 30, 2023 USD ($) |
Schedule of Future Maturities Contractually Required by the Company Under Long-Term Debt Obligations [Abstract] | |
2023 | $ 11,917 |
2024 | 550 |
2025 | |
2026 | |
2027 | |
Thereafter | |
Total | $ 12,467 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Apr. 13, 2023 | Feb. 10, 2023 | Jun. 20, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Stockholders’ Equity [Line Items] | ||||||||
Reverse stock split, description | 1-for-100 | |||||||
Dividends paid | $ 184,992 | |||||||
Dividends paid | $ 184,992 | $ 308,320 | ||||||
Preferred stock dividend amount | $ 61,664 | |||||||
Cumulative accrued dividends | $ 1,171,616 | |||||||
Aggregate shares (in Shares) | 280,625 | 81,184 | ||||||
Common stock issued (in Shares) | 12,000 | 2,695,571 | 2,695,571 | 2,381,136 | ||||
Consideration for services | $ 28,080 | |||||||
Common stock fair value | $ 3,300,000 | $ 3,300,000 | ||||||
Gross proceeds | $ 31,000 | |||||||
Shares of common stock (in Shares) | 2,400 | |||||||
Grant date value | $ 28,080,000 | $ 81,000 | ||||||
Series A Preferred Stock [Member] | ||||||||
Stockholders’ Equity [Line Items] | ||||||||
Dividends paid | $ 369,984 | |||||||
Percentage of payable to holders | 9.25% | |||||||
Common Stock [Member] | ||||||||
Stockholders’ Equity [Line Items] | ||||||||
Common stock issued (in Shares) | 21,810 | 2,098 | 21,810 | 2,098 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation [Line Items] | ||||
Share-based compensation expense | $ 0 | $ 321,248 | $ 777,852 | |
Unrecognized stock option | 165,529 | $ 165,529 | ||
Average remaining vesting period | 9 months 18 days | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Compensation [Line Items] | ||||
Share-based compensation expense | $ 78,496 | $ 12,502 | $ 156,996 | |
Equity Option [Member] | ||||
Share-Based Compensation [Line Items] | ||||
Share-based compensation expense | $ 52,236 | $ 172,227 |
Share-Based Compensation (Det_2
Share-Based Compensation (Details) - Schedule of the Restricted Stock Unit | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Schedule of the Restricted Stock Unit [Abstract] | |
Number of RSA’s beginning balance | shares | 333 |
Weighted-Average Grant Date Value Per Share, beginning balance | $ / shares | $ 450 |
Number of RSA’s, Granted | shares | |
Weighted-Average Grant Date Value Per Share, Granted | $ / shares | |
Number of RSA’s, Forfeited | shares | |
Weighted-Average Grant Date Value Per Share, Forfeited | $ / shares | |
Number of RSA’s, Vested | shares | (333) |
Weighted-Average Grant Date Value Per Share, Vested | $ / shares | $ 450 |
Number of RSA’s, ending balance | shares | |
Weighted-Average Grant Date Value Per Share, ending balance | $ / shares |
Share-Based Compensation (Det_3
Share-Based Compensation (Details) - Schedule of Stock Option Activity - Stock Option [Member] | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Schedule of Stock Option Activity [Line Items] | |
Number of Options,Beginning Balance | shares | 26,554 |
Weighted- Average Exercise Price Per Share, Beginning Balance | $ / shares | $ 223 |
Number of Options, Exercisable | shares | 22,788 |
Weighted- Average Exercise Price Per Share, Exercisable | $ / shares | $ 214 |
Weighted- Average Contractual Life in Years, Exercisable | 2 years 2 months 26 days |
Aggregate Intrinsic Value, Exercisable | $ | |
Number of Options, Exercised | shares | |
Weighted- Average Exercise Price Per Share, Exercised | $ / shares | |
Number of Options, Cancelled or Expired | shares | (1,600) |
Weighted- Average Exercise Price Per Share, Cancelled or Expired | $ / shares | $ 291 |
Number of Options, Ending Balance | shares | 24,954 |
Weighted- Average Exercise Price Per Share, Ending Balance | $ / shares | $ 219 |
Weighted- Average Contractual Life in Year, Ending Balance | 2 years 3 months 14 days |
Aggregate Intrinsic Value, Ending balance | $ |
Share-Based Compensation (Det_4
Share-Based Compensation (Details) - Schedule of Presents Information Related to Stock Options | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Maximum [Member] | $0.01 - $50.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | $ 50 |
Maximum [Member] | $50.01 - $100.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | 100 |
Maximum [Member] | $100.01 - $150.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | 150 |
Maximum [Member] | $150.01 - $200.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | 200 |
Maximum [Member] | $200.01 - $250.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | 250 |
Maximum [Member] | $250.01 - $300.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | 300 |
Maximum [Member] | $300.01 - $350.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | $ 350 |
Options Outstanding [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding Number of Options | 24,954 |
Options Outstanding [Member] | $0.01 - $50.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding Number of Options | |
Options Outstanding [Member] | $50.01 - $100.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding Number of Options | 5,688 |
Options Outstanding [Member] | $100.01 - $150.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding Number of Options | |
Options Outstanding [Member] | $150.01 - $200.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding Number of Options | 2,900 |
Options Outstanding [Member] | $200.01 - $250.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding Number of Options | |
Options Outstanding [Member] | $250.01 - $300.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding Number of Options | 16,033 |
Options Outstanding [Member] | $300.01 - $350.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding Number of Options | 333 |
Options Outstanding [Member] | Minimum [Member] | $0.01 - $50.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | $ 0.01 |
Options Outstanding [Member] | Minimum [Member] | $50.01 - $100.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | 50.01 |
Options Outstanding [Member] | Minimum [Member] | $100.01 - $150.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | 100.01 |
Options Outstanding [Member] | Minimum [Member] | $150.01 - $200.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | 150.01 |
Options Outstanding [Member] | Minimum [Member] | $200.01 - $250.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | 200.01 |
Options Outstanding [Member] | Minimum [Member] | $250.01 - $300.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | 250.01 |
Options Outstanding [Member] | Minimum [Member] | $300.01 - $350.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price Per Share (in Dollars per share) | $ / shares | $ 300.01 |
Options Exercisable [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Weighted Average Remaining Life in Years | 2 years 2 months 26 days |
Exercisable Number of Options | 22,788 |
Options Exercisable [Member] | $0.01 - $50.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Weighted Average Remaining Life in Years | |
Exercisable Number of Options | |
Options Exercisable [Member] | $50.01 - $100.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Weighted Average Remaining Life in Years | 2 years 7 days |
Exercisable Number of Options | 5,688 |
Options Exercisable [Member] | $100.01 - $150.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Weighted Average Remaining Life in Years | |
Exercisable Number of Options | |
Options Exercisable [Member] | $150.01 - $200.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Weighted Average Remaining Life in Years | 6 months |
Exercisable Number of Options | 2,900 |
Options Exercisable [Member] | $200.01 - $250.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Weighted Average Remaining Life in Years | |
Exercisable Number of Options | |
Options Exercisable [Member] | $250.01 - $300.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Weighted Average Remaining Life in Years | 2 years 8 months 12 days |
Exercisable Number of Options | 13,867 |
Options Exercisable [Member] | $300.01 - $350.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Weighted Average Remaining Life in Years | 2 years 7 days |
Exercisable Number of Options | 333 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jun. 30, 2023 | Sep. 20, 2022 | May 22, 2023 | Jan. 10, 2023 | Nov. 14, 2022 | Aug. 22, 2022 | Jul. 17, 2022 | Jul. 14, 2022 | Jun. 16, 2022 | Jan. 27, 2022 |
Commitments and Contingencies [Line Items] | ||||||||||
Principal amount outstanding on claim | $ 125,000 | $ 130,000 | $ 145,917 | $ 75,000 | ||||||
Contract liabilities | $ 1,300,000 | |||||||||
Accrued liabilities | 700,000 | |||||||||
Promissory note | 8% | |||||||||
Judgment interest percentage | 7% | |||||||||
Cash received | $ 17,600 | |||||||||
Severance [Member] | ||||||||||
Commitments and Contingencies [Line Items] | ||||||||||
Principal amount outstanding on claim | $ 400,000 | $ 75,000 | ||||||||
Damage [Member] | ||||||||||
Commitments and Contingencies [Line Items] | ||||||||||
Principal amount outstanding on claim | $ 66,500 | 2,000,000 | $ 13,900,000 | $ 250,000 | ||||||
Foregone Profit [Member] | ||||||||||
Commitments and Contingencies [Line Items] | ||||||||||
Principal amount outstanding on claim | $ 500,000 |
Concentrations (Details)
Concentrations (Details) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Concentrations [Line Items] | ||
Total expenses percentage | 10% | 10% |
Revenue Benchmark [Member] | Trade Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customers one [Member] | ||
Concentrations [Line Items] | ||
Net trade accounts receivable | 72% | |
Revenue [Member] | Customers one [Member] | ||
Concentrations [Line Items] | ||
Revenue percentage | 41% | |
Revenue [Member] | Customers one [Member] | Minimum [Member] | ||
Concentrations [Line Items] | ||
Revenue percentage | 10% | |
Revenue [Member] | Customers one [Member] | Maximum [Member] | ||
Concentrations [Line Items] | ||
Revenue percentage | 90% | |
Revenue [Member] | Customers Three [Member] | ||
Concentrations [Line Items] | ||
Revenue percentage | 11% | |
Revenue [Member] | Customers Three [Member] | Minimum [Member] | ||
Concentrations [Line Items] | ||
Revenue percentage | 10% | |
Revenue [Member] | Customers Three [Member] | Maximum [Member] | ||
Concentrations [Line Items] | ||
Revenue percentage | 1% |
Other Business Developments (De
Other Business Developments (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended | ||
Jun. 21, 2023 | Jun. 30, 2023 | Feb. 27, 2023 | Feb. 10, 2023 | |
Other Business Developments [Abstract] | ||||
Bid price requirement | $ 1 | $ 1 | $ 1 | |
Reverse stock split, description | 1-for-100 | |||
Preferred stock rate | 9.25% | |||
Minimum market value | $ 1 | |||
Market Value of publicly held shares requirement | $ 1 | |||
Series A Cumulative Redeemable Perpetual Preferred Stock [Member] | ||||
Other Business Developments [Abstract] | ||||
Preferred stock rate | 9.25% | 9.25% |
Correction of an Error (Details
Correction of an Error (Details) - Schedule of Correction of an Error $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares | |
Before Adjustment [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Impairment | |
Net loss from continuing operations | $ (3,396) |
Net loss from continuing operations – Basic (in Dollars per share) | $ / shares | $ (1.42) |
Adjustment [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Impairment | $ 896 |
Net loss from continuing operations | $ (896) |
Net loss from continuing operations – Basic (in Dollars per share) | $ / shares | $ (0.34) |
As Reported [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Impairment | $ 896 |
Net loss from continuing operations | $ (4,292) |
Net loss from continuing operations – Basic (in Dollars per share) | $ / shares | $ (1.76) |
Correction of an Error (Detai_2
Correction of an Error (Details) - Schedule of Correction of an Error (Parentheticals) | 6 Months Ended |
Jun. 30, 2023 $ / shares | |
Before Adjustment [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Net loss from continuing operations – Diluted per share (in Dollars per share) | $ (1.42) |
Adjustment [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Net loss from continuing operations – Diluted per share (in Dollars per share) | (0.34) |
As Reported [Member] | |
Condensed Income Statements, Captions [Line Items] | |
Net loss from continuing operations – Diluted per share (in Dollars per share) | $ (1.76) |
Subsequent Events (Details)
Subsequent Events (Details) - Forecast [Member] - USD ($) | Dec. 12, 2023 | Sep. 01, 2023 |
Subsequent Events [Line Items] | ||
Loans | $ 260,000 | |
Convertible promissory note | $ 260,000 | |
Interest rate | 8% | |
Shareholder equity | $ 2,500,000 |