Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2016 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Ecoark Holdings, Inc. |
Entity Central Index Key | 1,437,491 |
Amendment Flag | true |
Amendment Description | The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. |
Document Type | S1 |
Document Period End Date | Mar. 31, 2016 |
Entity Filer Category | Smaller Reporting Company |
Consolidated balance sheets (un
Consolidated balance sheets (unaudited) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Magnolia Solar Corporation | |||
CURRENT ASSETS | |||
Cash | $ 45,870 | $ 25,127 | |
Accounts receivable, net of allowance | 10,513 | 185,455 | |
Prepaid expenses | 1,417 | ||
Total current assets | 56,383 | 211,999 | |
Property and equipment, net | 311 | 623 | |
OTHER ASSETS | |||
License with related party, net of accumulated amortization | 83,183 | 118,833 | |
Total other assets | 83,183 | 118,833 | |
TOTAL ASSETS | 139,877 | 331,455 | |
CURRENT LIABILITIES | |||
Accounts payable and accrued expenses | 682,029 | 578,810 | |
Current portion of Original Issue Discount Senior Secured Convertible Promissory Note, net of discount | 2,400,000 | 2,400,000 | |
Total current liabilities | 3,082,029 | 2,978,810 | |
Total liabilities | 3,082,029 | 2,978,810 | |
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Common stock, value | 190 | 159 | |
Additional paid-in-capital (Restated) | 2,539,048 | 2,267,935 | |
Additional paid-in capital - warrants | 962,297 | 962,297 | |
Accumulated deficit | (6,443,687) | (5,877,746) | |
Total stockholders' equity before non-controlling interest | (2,942,152) | (2,647,355) | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 139,877 | $ 331,455 | |
Ecoark Holdings, Inc. | |||
CURRENT ASSETS | |||
Cash | $ 8,848,000 | 1,962,000 | |
Accounts receivable, net of allowance | 1,421,000 | 972,000 | |
Inventory, net of reserves | 809,000 | 743,000 | |
Prepaid expenses | 156,000 | 161,000 | |
Other current assets | 130,000 | ||
Total current assets | 11,234,000 | 3,968,000 | |
Property and equipment, net | 360,000 | 363,000 | |
Intangible assets, net | 907,000 | 852,000 | |
Other assets | 26,000 | 25,000 | |
Total non-current assets | 1,293,000 | 1,240,000 | |
OTHER ASSETS | |||
TOTAL ASSETS | 12,527,000 | 5,208,000 | |
CURRENT LIABILITIES | |||
Current portion of long-term debt | 3,000,000 | 3,175,000 | |
Debt - related parties | 742,000 | 1,329,000 | |
Accounts payable | 1,244,000 | 1,074,000 | |
Accrued expenses | 687,000 | 503,000 | |
Accrued interest | 58,000 | 40,000 | |
Deferred revenue | 61,000 | ||
Total current liabilities | 5,792,000 | 6,121,000 | |
COMMITMENTS AND CONTINGENCIES | |||
Total liabilities | 5,792,000 | 6,121,000 | |
STOCKHOLDERS' EQUITY (DEFICIT) | |||
Ecoark, Inc. Series A, B, C, D Common Shares - exchanged for Ecoark Holdings shares in connection with March 24, 2016 merger (Restated) | 30,000 | ||
Common stock, value | 31,000 | ||
Additional paid-in-capital (Restated) | 49,897,000 | 36,722,000 | |
Subscription receivable | (4,290,000) | (55,000) | |
Accumulated deficit | (38,810,000) | (36,587,000) | |
Treasury stock, at cost, 3,542 Ecoark Inc. Series A General Common Shares as of December 31, 2015 - canceled in connection with March 24, 2016 merger | (928,000) | ||
Total stockholders' equity before non-controlling interest | 6,828,000 | (818,000) | |
Non-controlling interest | (93,000) | (95,000) | |
Total stockholders' equity (deficit) | 6,735,000 | (913,000) | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 12,527,000 | $ 5,208,000 |
Consolidated balance sheets (u3
Consolidated balance sheets (unaudited) (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Magnolia Solar Corporation | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 75,000,000 | 75,000,000 | |
Common stock, shares issued | 189,737 | 158,909 | |
Common stock, shares outstanding | 189,737 | 158,909 | |
Ecoark Holdings, Inc. | |||
Common stock, par value (in dollars per share) | $ 0.001 | ||
Common stock, shares authorized | 100,000,000 | ||
Common stock, shares issued | 31,436,000 | ||
Common stock, shares outstanding | 31,436,000 | ||
Series A General Common Shares | Ecoark Holdings, Inc. | |||
Treasury stock, shares | 3,542,000 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Magnolia Solar Corporation | ||||
REVENUES | ||||
REVENUE - net | $ 159,882 | $ 218,270 | ||
COST OF REVENUES | ||||
COST OF REVENUES | 102,069 | 135,356 | ||
GROSS PROFIT | 57,813 | 82,914 | ||
OPERATING EXPENSES: | ||||
Salaries and salary related costs, including stock based compensation | 160,483 | 198,800 | ||
Professional fees and consulting | 150,179 | 138,260 | ||
General and administrative | 37,145 | 43,629 | ||
Depreciation and amortization | 35,962 | 35,962 | ||
Total operating expenses | 383,769 | 416,651 | ||
OTHER EXPENSE: | ||||
Interest expense, net of interest income | 239,985 | 239,981 | ||
Total other (income) expense | 239,985 | 239,981 | ||
LOSS BEFORE PROVISION FOR INCOME TAXES | (565,941) | (573,718) | ||
PROVISION FOR INCOME TAXES | ||||
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST | $ (565,941) | $ (573,718) | ||
NET LOSS PER SHARE | ||||
Basic | $ (3.29) | $ (3.83) | ||
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||||
Basic | 171,932 | 149,880 | ||
Ecoark Holdings, Inc. | ||||
REVENUES | ||||
Revenue from product sales | $ 1,207,000 | $ 1,483,000 | ||
Revenue from services | 757,000 | 742,000 | ||
REVENUE - net | 1,964,000 | 2,225,000 | ||
COST OF REVENUES | ||||
Cost of product sales | 1,182,000 | 1,417,000 | ||
Cost of services | 277,000 | 224,000 | ||
COST OF REVENUES | 1,459,000 | 1,641,000 | ||
GROSS PROFIT | 505,000 | 584,000 | ||
OPERATING EXPENSES: | ||||
Salaries and salary related costs, including stock based compensation | 1,020,000 | 812,000 | ||
Professional fees and consulting | 267,000 | 750,000 | ||
General and administrative | 517,000 | 590,000 | ||
Depreciation and amortization | 75,000 | 416,000 | ||
Research and development | 752,000 | 777,000 | ||
Total operating expenses | 2,631,000 | 3,345,000 | ||
Loss from operations | (2,126,000) | (2,761,000) | ||
OTHER EXPENSE: | ||||
Interest expense, net of interest income | (95,000) | (206,000) | ||
Loss from before provision for income taxes | (2,221,000) | (2,967,000) | ||
PROVISION FOR INCOME TAXES | ||||
NET LOSS | (2,221,000) | (2,967,000) | ||
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST | 2,000 | 51,000 | ||
NET LOSS ATTRIBUTABLE TO CONTROLLING INTEREST | $ (2,223,000) | $ (3,018,000) | ||
NET LOSS PER SHARE | ||||
Basic | $ (0.08) | $ (0.13) | ||
Diluted | $ (0.08) | $ (0.13) | ||
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||||
Basic | 27,847,000 | 22,513,000 | ||
Diluted | 27,847,000 | 22,513,000 |
Consolidated Statement Of Chang
Consolidated Statement Of Changes In Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Magnolia Solar Corporation | Magnolia Solar CorporationCommon Stock (Restated) | Magnolia Solar CorporationAdditional Paid-in Capital (Restated) | Magnolia Solar CorporationAdditional Paid in Capital - Warrants | Magnolia Solar CorporationAccumulated Deficits | Ecoark Holdings, Inc. | Ecoark Holdings, Inc.Common Stock (Restated) | Ecoark Holdings, Inc.Additional Paid-in Capital (Restated) | Ecoark Holdings, Inc.Subscription Receivable | Ecoark Holdings, Inc.Accumulated Deficits | Ecoark Holdings, Inc.Treasury Stock | Ecoark Holdings, Inc.Non-controlling Interest |
Balance at Dec. 31, 2013 | $ (2,350,321) | $ 135 | $ 1,991,275 | $ 962,297 | $ (5,304,028) | |||||||
Balance (shares) at Dec. 31, 2013 | 135,341 | |||||||||||
Common shares issued for payment of interest | 240,000 | $ 23 | $ 239,977 | |||||||||
Common shares issued for payment of interest, shares | 22,546 | |||||||||||
Common shares issued for services rendered | 9,000 | $ 1 | $ 8,999 | |||||||||
Common shares issued for services rendered, shares | 1,022 | |||||||||||
Stock based compensation | 27,684 | $ 27,684 | ||||||||||
Net loss for the peroid | (573,718) | (573,718) | ||||||||||
Balance at Dec. 31, 2014 | (2,647,355) | $ 159 | $ 2,267,935 | $ 962,297 | $ (5,877,746) | |||||||
Balance (shares) at Dec. 31, 2014 | 158,909 | |||||||||||
Common shares issued for payment of interest | 240,000 | $ 31 | $ 239,969 | |||||||||
Common shares issued for payment of interest, shares | 30,828 | |||||||||||
Common shares issued for services rendered | ||||||||||||
Common shares issued for services rendered, shares | ||||||||||||
Stock based compensation | 31,144 | 31,144 | ||||||||||
Net loss for the peroid | (565,941) | (565,941) | ||||||||||
Balance at Dec. 31, 2015 | $ (2,942,152) | $ 190 | $ 2,539,048 | $ 962,297 | $ (6,443,687) | $ (818,000) | $ 30,000 | $ 36,722,000 | $ (55,000) | $ (36,587,000) | $ (928,000) | $ (95,000) |
Balance (shares) at Dec. 31, 2015 | 189,737 | 29,392,000 | ||||||||||
Re-issuance of treasury shares for cash, net of expenses | 200,000 | 148,000 | 52,000 | |||||||||
Re-issuance of treasury shares for cash, net of expenses, shares | ||||||||||||
Shares issued for cash in private placement, net of expenses | 9,555,000 | $ 2,000 | 13,843,000 | (4,290,000) | ||||||||
Shares issued for cash in private placement, net of expenses, shares | 2,389,000 | |||||||||||
Merger adjustments | 59,000 | $ (1,000) | (816,000) | 876,000 | ||||||||
Merger adjustments, shares | (345,000) | |||||||||||
Collection of subscription receivable | 55,000 | 55,000 | ||||||||||
Net loss for the peroid | (2,223,000) | (2,223,000) | 2,000 | |||||||||
Balance at Mar. 31, 2016 | $ 6,828,000 | $ 31,000 | $ 49,897,000 | $ (4,290,000) | $ (38,810,000) | $ (93,000) | ||||||
Balance (shares) at Mar. 31, 2016 | 31,436,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Magnolia Solar Corporation | ||||
Cash flows from operating activities: | ||||
Net loss attributable to controlling interest | $ (565,941) | $ (573,718) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization expense | 35,962 | 35,962 | ||
Shares of common stock issued for services rendered | 9,000 | |||
Stock based compensation | 31,144 | 27,684 | ||
Common stock issued for payment of interest | 240,000 | 240,000 | ||
Changes in assets and liabilities: | ||||
Accounts receivable | 174,942 | 41,170 | ||
Prepaid expenses | 1,417 | |||
Accrued expenses | 103,219 | 126,857 | ||
Total adjustments | 586,684 | 480,673 | ||
Net cash used in operating activities | 20,743 | (93,045) | ||
Cash flows from financing activities: | ||||
NET INCREASE (DECREASE) IN CASH | 20,743 | (93,045) | ||
Cash - beginning of the period | $ 45,870 | $ 25,127 | 25,127 | 118,172 |
Cash - end of the period | 45,870 | 25,127 | ||
Cash paid during the period for: | ||||
Cash paid for interest | ||||
Cash paid for income taxes | 912 | 1,222 | ||
SUMMARY OF NONCASH ACTIVITIES: | ||||
Stock issued for services rendered | 9,000 | |||
Stock issued for payment of interest | 240,000 | 240,000 | ||
Stock based compensation | 31,144 | $ 27,684 | ||
Ecoark Holdings, Inc. | ||||
Cash flows from operating activities: | ||||
Net loss attributable to controlling interest | (2,223,000) | (3,018,000) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization expense | 75,000 | 416,000 | ||
Shares of common stock issued for services rendered | 231,000 | |||
Shares of treasury stock re-issued for services rendered | 498,000 | |||
Cash acquired in merger transaction | 14,000 | |||
Change in non-controlling interest on cash | 2,000 | 51,000 | ||
Changes in assets and liabilities: | ||||
Accounts receivable | (449,000) | (174,000) | ||
Inventory | (66,000) | 14,000 | ||
Prepaid expenses | 5,000 | 18,000 | ||
Other assets | 130,000 | (20,000) | ||
Accounts payable | 152,000 | 283,000 | ||
Accrued expenses | 140,000 | 284,000 | ||
Accrued interest | 18,000 | 118,000 | ||
Deferred revenue | 61,000 | (142,000) | ||
Net cash used in operating activities | (2,113,000) | (1,441,000) | ||
Cash flows from investing activities: | ||||
Purchases of property and equipment | (49,000) | (8,000) | ||
Net cash used in investing activities | (49,000) | (8,000) | ||
Cash flows from financing activities: | ||||
Proceeds from the issuance of common stock, net of fees | 9,555,000 | |||
Collection of subscription receivable | 55,000 | 31,000 | ||
Re-issuance of treasury shares for cash, net of expenses | 200,000 | 149,000 | ||
Proceeds from the issuances of debt | 185,000 | |||
Repayments of debt | (360,000) | (176,000) | ||
Proceeds from the issuances of debt - related parties | 250,000 | |||
Repayments of debt - related parties | (587,000) | (104,000) | ||
Net cash provided by financing activities | 9,048,000 | 150,000 | ||
NET INCREASE (DECREASE) IN CASH | 6,886,000 | (1,299,000) | ||
Cash - beginning of the period | 1,962,000 | |||
Cash - end of the period | 8,848,000 | 921,000 | $ 1,962,000 | |
Cash paid during the period for: | ||||
Cash paid for interest | 77,000 | 90,000 | ||
Cash paid for income taxes | ||||
SUMMARY OF NONCASH ACTIVITIES: | ||||
Intangibles acquired in merger | 77,000 | |||
Payables assumed in merger | 59,000 | |||
Treasury stock re-purchased for release of guarantee | $ 393,000 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2015 | |
Organization and Nature of Business [Abstract] | |
Organization and Nature of Business | Note 1 – Organization and Nature of Business Magnolia Solar Corporation (the “Registrant”) through its wholly-owned subsidiary, Magnolia Solar, Inc. (“Magnolia Solar” and together with the Registrant, “we,” “our,” “us,” or the “Company”) is focused on developing and commercializing thin film solar cell technologies that employ nanostructured materials and designs. The Company is pioneering the development of thin film, high efficiency solar cells for applications such as power generation for electrical grids as well as for local applications, including lighting, heating, traffic control, irrigation, water distillation, and other residential, agricultural and commercial uses. The Company’s technology takes multiple approaches to bringing cell efficiencies close to those realized in silicon based solar cells while also lowering manufacturing costs. The technology uses a different composition of materials than those used by competing thin film cell manufacturers; incorporates additional layers of material to absorb a wider spectrum of light; uses inexpensive substrate materials, such as glass and polymers, lowering the cost of the completed cell compared to silicon based solar cells; and is based on non-toxic materials that do not have adverse environmental effects. Since 2010, the Company filed a series of U.S. utility patents relating to the technologies under development. Reverse Merger On November 19, 2007, the Registrant, formerly known as Mobilis Relocation Services, Inc. (“Mobilis”), was organized under the laws of the State of Nevada. Mobilis formed Magnolia Solar Acquisition Corp., a wholly-owned subsidiary incorporated in the State of Delaware. Mobilis filed a Certificate of Change to its Articles of Incorporation in order to affect a forward split of the number of authorized shares of common stock which they were authorized to issue, and of the then issued and outstanding shares in a ratio of 1.3157895:1. The forward split occurred in February 2010. All share and per share amounts have been reflected herein post-split. On December 31, 2009, Mobilis entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with Magnolia Solar, Inc., a privately held Delaware corporation incorporated on January 8, 2008, and Magnolia Solar Acquisition Corp. (“Acquisition Sub”). Upon closing of the transaction, under the Merger Agreement, Acquisition Sub merged with and into Magnolia Solar, and Magnolia Solar, as the surviving corporation, became a wholly-owned subsidiary of Mobilis. Thereafter, Mobilis changed its name to Magnolia Solar Corporation. The transaction was accounted for as a reverse merger, and the historical financial information is that of Magnolia Solar, Inc. Going Concern These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has been generating revenues from various development contracts with governmental agencies; however the Company has generated losses totaling $565,941 and $573,718 for the years ended December 31, 2015 and 2014, respectively. While the Company raised funds in a private placement that it consummated in 2009 (raising $990,000 in $2,660,000 of Original Issue Discount Senior Secured Convertible Promissory Notes (the “2009 Notes”)), at December 31, 2015 and December 31, 2014, it had cash of $45,870 and $25,127, respectively, and will need to raise additional funds to carry out its business plan. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations. On December 29, 2011, the 2009 Notes in the aggregate principal amount of $2,660,000 were amended. Pursuant to the terms of the amendment agreements, (i) 2009 Notes in the aggregate principal amount of $260,000 converted into an aggregate of 4,160 shares of common stock of the Company at an adjusted conversion price of $62.50 per share, (ii) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to extend the maturity dates from December 31, 2011 to December 31, 2012 and 2009 Notes in the aggregate principal amount of the remaining $400,000 were amended to extend the maturity date from December 31, 2011 to December 31, 2013, (iii) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to adjust the conversion price of such notes from $250.00 per share to $62.50 per share, (iv) 2009 Notes in the aggregate principal amount of $400,000 were amended to provide that such notes shall, from January 1, 2012 onwards, bear interest at the rate of 10% per annum payable on a quarterly basis, upon conversion and at maturity and that such interest may, at the option of the Company, be paid in cash or in shares of common stock of the Company at the interest conversion rate of 90% of the volume weighted average price of the common stock of the Company during the 20 trading days prior to the interest payment date, (v) an aggregate of 5,200 shares of common stock of the Company were issued to certain holders of the 2009 Notes, and (vi) the exercise price of the warrants to purchase an aggregate of 13,541 shares of common stock was adjusted from $312.50 per share to $125.00 per share. On December 21, 2012 and June 27, 2013 the 2009 Notes as described in the preceding paragraph were amended. Pursuant to the terms of the amendment agreements, (i) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to extend the maturity dates from December 31, 2012 to December 31, 2013, (ii) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to provide that such notes shall, from January 1, 2013 onwards, bear interest at the rate of 10% per annum payable on a quarterly basis, upon conversion and at maturity and that such interest may, at the option of the Company, be paid in cash or in shares of common stock of the Company at the interest conversion rate of 90% of the volume weighted average price of the common stock of the Company during the 20 trading days prior to the interest payment date, and (iii) the exercise price of warrants to purchase an aggregate of 13,541 shares of common stock was adjusted from $125.00 per share to $62.50 per share. On December 29 and 31, 2013, the 2009 Notes as described in the preceding paragraphs were amended. Pursuant to the terms of the amendment agreements, (i) 2009 Notes in the aggregate principal amount of $2,400,000 were amended to extend the maturity dates from December 31, 2013 to December 31, 2014, and (ii) the exercise price of the warrants to purchase an aggregate of 13,541 shares of common stock was adjusted from $62.50 per share to $25.00 per share. Additionally, the Company also agreed to extend the expiration date of the warrants to purchase an aggregate of 10,640 shares of common stock from December 31, 2014 to December 31, 2016. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to the Company. If the Company were to default on its indebtedness, then holders of the notes may foreclose on the debt and seize the Company's assets which may force the Company to suspend or cease operations altogether. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the ability of the Company to continue as a going concern. On January 29, 2016, the Company entered into a Merger Agreement with Ecoark, Inc. ("Ecoark") providing, among other things, for the acquisition of Ecoark by the Company in a share for share exchange pursuant to which it was contemplated that at the closing Ecoark shareholders would own approximately 95% of the outstanding shares of the Company. The Company filed a preliminary 14A Proxy Statement informing its shareholders of the Company’s intent to hold a shareholder meeting in order to vote on certain proposals to amend the Articles of Incorporation to increase of the authorized shares of common stock to 100,000,000 shares, to effect the creation of 5,000,000 shares of "blank check" preferred stock, to approve a reverse stock split of the common stock 1 for 250, and to change the name of the corporation to Ecoark Holdings Inc., the approval of which were conditions to closing the merger with Ecoark. The Company’s shareholders approved the proposals, and the merger was completed in March 2016. In accordance with SEC SAB Topic 4:C, the Company has given retroactive effect to the reverse split of the common stock 1 for 250 (see Note 12). The Company may need to raise additional capital to expand operations to the point at which the Company can achieve profitability. The terms of equity or debt that may be raised may not be on terms acceptable by the Company. If adequate funds cannot be raised outside of the Company, the Company may suspend or cease operations altogether. The development of renewable energy and energy efficiency marks a new era of energy exploration in the United States. The Company continues to explore low cost alternatives for energy solutions which are in line with United States government initiatives for renewable energy sources. The Company hopes that these factors will mitigate the current unstable factors in the United States economy. |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Organization and Summary of Significant Accounting Policies [Abstract] | ||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business and Organization Ecoark Holdings, Inc. (“Ecoark Holdings”) is an innovative and growth-oriented company founded in 2007 that develops and deploys intelligent technologies and products in order to meet the demand for sustainable, integrated solutions to contemporary business needs. Ecoark Holdings is a holding company that integrates the businesses of its subsidiaries to provide technological solutions in several industries that support ecological conservation through improvements in efficiency or reduction of waste. Ecoark, Inc. Eco3D, LLC Eco360, LLC Pioneer Products, LLC Intelleflex Corporation Magnolia Solar Inc. Principles of Consolidation The consolidated financial statements include the accounts of Ecoark Holdings and its direct and indirect subsidiaries, collectively referred to as “the Company”. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company is a holding company and holds one hundred percent of Eco360, Pioneer Products, Intelleflex and Magnolia Solar. Ecoark owns 65% of Eco3D and the remaining 35% interest is owned by executives of Eco3D. The Company applies the guidance of Topic 810 “Consolidation” of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except when control does not rest with the parent. Pursuant to ASC Paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. Noncontrolling Interests In accordance with ASC 810-10-45, Noncontrolling Interests in Consolidated Financial Statements, Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”). It is Management's opinion, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the full year. The accounting policies and procedures employed in the preparation of these consolidated financial statements have been derived from the audited financial statements of the Company for the fiscal year ended December 31, 2015, which are contained in the Company’s Form 8-K/A as filed with the SEC on May 10, 2016. The consolidated balance sheet as of December 31, 2015, contained herein, was derived from those consolidated financial statements. As a result of the merger transaction described in Note 2 and in accordance with ASC 805-40-45, the Company has given retroactive effect to certain share calculations by restating amounts for common shares and additional paid-in capital in the December 31, 2015 balance sheet. Reclassification The Company has reclassified certain amounts in the 2015 consolidated financial statements to comply with the 2016 presentation. These changes had no effect on the net loss for 2015. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, Management’s estimate of provisions required for non-collectible accounts receivable, obsolete or slow-moving inventory, and determination of the fair value of stock awards issued. Actual results could differ from those estimates. Cash Cash consists of cash, demand deposits and money market funds with an original maturity of three months or less. Inventory Inventory is stated at the lower of cost or market. Inventory cost is determined by specific identification on a first in first out basis, and provisions are made to reduce slow-moving, obsolete, or unusable inventories to their estimated useful or scrap values. The Company establishes reserves for this purpose. Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three to ten years for all classes of property and equipment, except leasehold improvements which are depreciated over the shorter of 10 years or the term of the lease. FASB Codification Topic 360 “Property, Plant and Equipment” (“ASC 360”), requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The application of ASC 360 has not materially affected the Company’s reported earnings, financial condition or cash flows. Intangible assets with definite useful lives are stated at cost less accumulated amortization. Intangible assets capitalized as of March 31, 2016 and December 31, 2015 represent the valuation of the Company-owned patents and customer lists. These intangible assets are being amortized on a straight-line basis over their estimated average useful lives of thirteen and a half years for the patents and three years for the customer lists. Expenditures on intangible assets through the Company’s filing of patent and trademark protection for Company-owned inventions are expensed as incurred. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company tested the carrying value of its intangible assets for recoverability. The projected undiscounted cash flows exceeded the carrying value of these assets by a significant amount. The Company did not consider it necessary to record any impairment charges during the three months ended March 31, 2016 and 2015. Advertising Expense The Company expenses advertising costs, as incurred. Advertising expenses for the three months ended March 31, 2016 and 2015 are included in general and administrative costs. Software Costs The Company accounts for software development costs in accordance with ASC 985-730, Software Research and Development , Costs of Software to be Sold, Leased or Marketed Research and Development Costs Research and development costs are expensed as incurred. These costs include internal salaries and related costs and professional fees for activities related to development. Subsequent Events Subsequent events were evaluated through the date the consolidated financial statements were filed . Shipping and Handling Costs The Company reports shipping and handling revenues and their associated costs in revenue and cost of revenue, respectively. Shipping revenues and costs for the three months ended March 31, 2016 and 2015 were nominal and are included in cost of product sales. Revenue Recognition In regards to product revenue, product revenue primarily consists of the sale of electronic hardware, recycled plastics products, and recycled furniture. These subsidiaries recognize revenue when the following criteria have been met: Evidence of an arrangement exists. Delivery has occurred. The fee is fixed or determinable. Collection is deemed reasonably assured The Company for its software revenue will recognize revenues in accordance with ASC 985-605, Software Revenue Recognition. Revenue from software license agreements is recognized when persuasive evidence of an agreement exists, delivery of the software has occurred, the fee is fixed or determinable, and collectability is probable. In software arrangements that include more than one element, the Company allocates the total arrangement fee among the elements based on the relative fair value of each of the elements. License revenue allocated to software products generally is recognized upon delivery of the products or deferred and recognized in future periods to the extent that an arrangement includes one or more elements to be delivered at a future date and for which fair values have not been established. Revenue allocated to maintenance agreements is recognized ratably over the maintenance term and revenue allocated to training and other service elements is recognized as the services are performed. If evidence of fair value does not exist for all elements of a license agreement and post customer support (“PCS”) is the only undelivered element, then all revenue for the license arrangement is recognized ratably over the term of the agreement as license revenue. If evidence of fair value of all undelivered PCS elements exists but evidence does not exist for one or more delivered elements, then revenue is recognized using the residual method. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is recognized as revenue. Cost of license revenue primarily includes product, delivery, and royalty costs. Cost of maintenance and service revenue consists primarily of labor costs for engineers performing implementation services, technical support, and training personnel as well as facilities and equipment costs. The Company enters into arrangements that can include various combinations of software, services, and hardware. Where elements are delivered over different periods of time, and when allowed under U.S. GAAP, revenue is allocated to the respective elements based on their relative selling prices at the inception of the arrangement, and revenue is recognized as each element is delivered. The Company uses a hierarchy to determine the fair value to be used for allocating revenue to elements: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence, and (iii) best estimate of selling price (“ESP”). For software elements, the Company follows the industry specific software guidance which only allows for the use of VSOE in establishing fair value. Generally, VSOE is the price charged when the deliverable is sold separately or the price established by management for a product that is not yet sold if it is probable that the price will not change before introduction into the marketplace. ESPs are established as best estimates of what the selling prices would be if the deliverables were sold regularly on a stand-alone basis. The process for determining ESPs requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each deliverable. When the arrangement with a customer includes significant production, modification, or customization of the software, we recognize the related revenue using the percentage-of-completion method in accordance with the accounting guidance and certain production-type contracts contained in ASC 605-35, Construction-Type and Production-Type Contracts. We use the percentage of completion method provided all of the following conditions exist: ● the contract includes provisions that clearly specify the enforceable rights regarding goods or services to be provided and received by the parties, the consideration to be exchanged and the manner and terms of settlement; ● the customer can be expected to satisfy its obligations under the contract; ● the Company can be expected to perform its contractual obligations; and ● reliable estimates of progress towards completion can be made. We measure completion based on achieving milestones detailed in the agreements with the customers. Costs of providing services, including services accounted for in accordance with ASC 605-35, are expensed as incurred. Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for returns and doubtful accounts, to be fully collectible. The allowance is based on Management’s estimate of the overall collectability of accounts receivable, considering historical losses and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when Management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. Management has determined that the allowance for doubtful accounts at March 31, 2016 and December 31, 2015 was $0 and $2, respectively. Uncertain Tax Positions The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes”. This requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. Management evaluates their tax positions on an annual basis. The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. Stock-Based Compensation The Company follows ASC 718-10 “Share Based Payments” The Company measures compensation expense for its non-employee stock-based compensation under ASC 505-50, “ Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services Fair Value of Financial Instruments ASC 825, " Financial Instruments Recoverability of Long-Lived Assets The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (“EPS”) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. Fair Value Measurements ASC 820, “ Fair Value Measurements” Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. Segment Information The Company follows the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”. Related Party Transactions Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction. The Company entered into a 10-year, renewable, exclusive license with Magnolia Optical Technologies, Inc. (“Magnolia Optical”) on April 30, 2008 for the exclusive rights of the technology related to the application of Magnolia Optical’s solar cell technology. Magnolia Optical shares common Directors with the Company. The Company recorded the net license fee of $77 in conjunction with the merger described in Note 2 below. Amortization will continue over the remaining 23 months of the term. The Company’s management has determined that the fair value of the license approximates the book value and thus no impairment is necessary as of March 31, 2016. Recently Issued Accounting Standards In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, “ Leases (Topic 842)”. During August 2014, the FASB issued ASU No. 2014-15, “ Presentation of Financial Statements—Going Concern In May 2014, the FASB issued ASU No. 2014-09, “ Revenue from Contracts with Customers There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. Going Concern The Company commenced operations in 2007, and has experienced typical start-up costs and losses from operations resulting in an accumulated deficit of $38,810 since inception. The accumulated deficit as well as recurring losses of $2,223 for the three months ended March 31, 2016, and $10,502 and $14,135 for the years ended December 31, 2015 and 2014, respectively and the working capital deficit of $2,153 as of December 31, 2015, have resulted in the uncertainty of the Company to continue as a going concern even though working capital increased to a surplus of $5,442 at March 31, 2016. These consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company plans to raise additional capital to carry out its business plan and following a reverse merger transaction on March 24, 2016, the Company received $9 , | Note 2 – Summary of Significant Accounting Policies Basis of Accounting The financial statements have been prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles. Principles of Consolidation The Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists. The consolidated financial statements include all accounts of the entities at December 31, 2015 as follows: Name of consolidated State or other Date of incorporation Attributable interest Magnolia Solar Inc. Delaware, U.S.A. January 8, 2008 100 % All inter-company balances and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Accounts Receivable For financial reporting, current earnings are charged and an allowance is credited with a provision for doubtful accounts based on experience. Accounts deemed uncollectible are charged against this allowance. Receivables are reported on the balance sheet net of such allowance. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses. The Company believes no allowance for doubtful accounts is necessary at December 31, 2015 or December 31, 2014. Property and Equipment Property and equipment are stated at cost and are depreciated on a straight-line basis over their estimated useful lives (from three to seven years). Additions, renewals, and betterments, unless of a minor amount, are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Impairment of Long-Lived Assets The Company reviews their recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment will be based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. The Company’s management has determined that the fair value of long-lived assets exceeds the book value and thus no impairment charge is necessary as of December 31, 2015 or December 31, 2014. Fair Value of Financial Instruments In accordance with ASC 820, Fair Value Measurements and Disclosures Income Taxes The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized. Revenue Recognition Revenue is recognized from private and public sector contracts that are time and material type contracts. These revenues are recognized in accordance with ASC 605, Revenue Recognition The Company assesses whether fees are fixed or determinable at the time of sale and recognizes revenue if all other revenue recognition requirements are met. The Company's standard payment terms are net 30 days. Payments that extend beyond 30 days from the contract date but that are due within twelve months are generally deemed to be fixed or determinable based on the Company's successful collection history on such arrangements, and thereby satisfy the required criteria for revenue recognition. Revenue from inception to December 31, 2015 has been primarily from research and development grants or contracts to develop solar cells using the Company’s technology. Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with an original maturity of three months or less, when purchased, to be cash equivalents. The Company had no cash equivalents as of December 31, 2015 or December 31, 2014. Uncertainty in Income Taxes The Company follows ASC 740-10, Accounting for Uncertainty in Income Taxes The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The tax years for 2012 to 2014 remain open for examination by federal and/or state tax jurisdictions. The Company is currently not under examination by any other tax jurisdictions for any tax year. Loss Per Share of Common Stock Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. The following is a reconciliation of the computation for basic and diluted EPS: December 31, December 31, 2015 2014 Net loss $ ( 565,941 ) $ ( 573,718 ) Restated Weighted-average common shares outstanding (Basic) 171,932 149,880 Weighted-average common stock Equivalents Stock options 9,800 6,921 Warrants 15,141 15,141 Weighted-average common shares outstanding (Diluted) 196,873 171,942 Stock based compensation The Company applies ASC No. 718 and ASC Subtopic No. 505-50, Equity-Based Payments to Non Employees Recently Issued Accounting Standards During August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements. During May 2014, the FASB issued an Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers (Topic 606)". The objective of ASU 2014-09 is to (1) remove inconsistencies and weaknesses in revenue requirements, (2) provide a more robust framework for addressing revenue issues, (3) improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets, (4) provide more useful information to users of financial statements through improved disclosure requirements, and (5) simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The effective date of this ASU was subsequently changed with the issuance of ASU 2015-14 to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating the effect of this standard on its financial statements. There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Merger
Merger | 3 Months Ended |
Mar. 31, 2016 | |
Merger [Abstract] | |
MERGER | NOTE 2: MERGER On January 29, 2016, Ecoark entered into a Merger Agreement (“Merger Agreement”) with Magnolia Solar Corporation (“MSC”) providing, among other things, for the acquisition of the Company by MSC in a share for share exchange pursuant to which it was contemplated that at the closing Ecoark shareholders would own approximately 95% of the outstanding shares of MSC. On March 18, 2016, in a special meeting called by MSC, the shareholders of MSC approved proposals necessary to complete the Merger (“Merger”). On March 24, 2016, the Merger was closed. Upon closing of the transaction, under the Merger Agreement, Magnolia Solar Acquisition Corporation merged with and into Ecoark, with Ecoark as the surviving corporation, which became a wholly-owned subsidiary of MSC. Thereafter, MSC changed its name to Ecoark Holdings, Inc. The transaction was accounted for as a reverse merger; for accounting purposes Ecoark acquired the assets and liabilities of Magnolia Solar effective March 24, 2016. The historical financial information presented prior to March 24, 2016 is that of Ecoark. Further, the Articles of Incorporation were amended to increase the authorized shares of common stock to 100,000 shares, to effect the creation of 5,000 shares of "blank check" preferred stock, and to approve a reverse stock split of the MSC common stock of 1 for 250. After the Merger, the Company had 29,049 shares of common stock issued and outstanding. The MSC’s shareholders and holders of debt, notes, warrants and options received an aggregate of 1,353 shares of the Company’s common stock and Ecoark’s shareholders received an aggregate of 27,696 shares of the Company’s common stock. On March 24, 2016, FINRA corporate action announced the reverse split and the name change which became effective in the market on March 28, 2016. Following that, the Company stock trades under the symbol “EARK.” All actions to close the Merger were completed in March 2016. In conjunction with the Merger, MSC offered units consisting of a share and a warrant at a price of $4.00 per unit for a maximum of $20,000 in a private placement offering. Each unit consists of one share of MSC (now Ecoark Holdings) common stock (par value $0.001 per share) and a warrant to purchase one share of MSC (now Ecoark Holdings) common stock exercisable on or before December 31, 2018 at a price of $5.00 per share. The units were offered to an unlimited number of Accredited Investors until the earlier of the date upon which subscriptions for the maximum offering had been received and accepted; March 31, 2016, subject to a 60-day extension at the option of Ecoark Holdings; or the date upon which the offering was terminated by the Company. Through March 31, 2016 the Company received proceeds of $9,555 as a result of subscriptions to the offering. The offering was terminated on April 28, 2016. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2016 | |
Inventory [Abstract] | |
INVENTORY | NOTE 3: Inventory, net of reserves, consisted of the following as of March 31, 2016 (unaudited) and December 31, 2015: March 31, 2016 December 31, 2015 Inventory $ 1,429 $ 1,363 Inventory Reserves (620 ) (620 ) Total $ 809 $ 743 |
Property and Equipment
Property and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Property and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 4: Property and equipment consisted of the following as of March 31, 2016 (unaudited) and December 31, 2015: March 31, 2016 December 31, 2015 Furniture and fixtures $ 114 $ 110 Computers and software costs 425 382 Machinery and equipment 478 476 Leasehold improvements 4 4 Total property and equipment 1,021 972 Accumulated depreciation (661 ) (609 ) Property and equipment, net $ 360 $ 363 Depreciation expense for the three months ended March 31, 2016 and 2015 was $52 and $67, respectively. There was no impairment on these assets in 2016 or 2015. | Note 4 - Property and Equipment Property and equipment consisted of the following at December 31, 2015 and December 31, 2014: December 31, December 31, 2015 2014 Office equipment and computers $ 6,106 $ 6,106 Furniture and fixtures 2,182 2,182 8,288 8,288 Accumulated depreciation (7,977 ) (7,665 ) $ 311 $ 623 The Company incurred $312 and $312, respectively, in depreciation expense for the periods ended December 31, 2015 and 2014. |
License Agreement with Related
License Agreement with Related Party | 12 Months Ended |
Dec. 31, 2015 | |
License Agreement with Related Party [Abstract] | |
License Agreement with Related Party | Note 5 - License Agreement with Related Party The Company has entered into a 10-year, renewable, exclusive license with Magnolia Optical Technologies, Inc. (“Magnolia Optical”) on April 30, 2008 for the exclusive rights of the technology related to the application of Optical’s solar cell technology. Magnolia Optical shares common ownership with the Company. The Company is amortizing the license fee of $356,500 over the 120 month term of the Agreement. Accumulated amortization as of December 31, 2015 and December 31, 2014 was $273,317 and $237,667, respectively. Amortization expense for each of the years ended December 31, 2015 and 2014 was $35,650, respectively. The Company’s management has determined that the fair value of the license exceeds the book value and thus no further impairment or amortization is necessary as of December 31, 2015 or December 31, 2014. |
Original Issue Discount Senior
Original Issue Discount Senior Secured Convertible Promissory Note | 12 Months Ended |
Dec. 31, 2015 | |
Original Issue Discount Senior Secured Convertible Promissory Note / Current Portion of Long-Term Debt/ Debt Related Parties [Abstract] | |
Original Issue Discount Senior Secured Convertible Promissory Note | Note 6 – Original Issue Discount Senior Secured Convertible Promissory Note Original Notes Following the closing of the Reverse Merger in December 2009, the Company issued 26.6 units in the 2009 Private Placement consisting of an aggregate of $2,660,000 of 2009 Notes and 2009 Warrants exercisable into an aggregate of 10,640 shares of common stock exercisable at $312.50 per share, for $50,000 per unit for aggregate proceeds to the Company of $990,000. In addition, placement agent warrants to purchase an aggregate of 2,901 shares of common stock exercisable at $262.50 per share were issued. The 2009 Notes are secured by a first-priority security interest in the assets of the Company. Holders of the 2009 Notes and warrants issued in the 2009 Private Placement also have the right to “piggyback” registration of the shares underlying the 2009 Notes and warrants. Prior to the amendment and restatement of the 2009 Notes, the 2009 Notes were originally due December 31, 2011 and convertible at the option of the holder, into shares of the Company’s common stock at an initial conversion rate of $250.00 per share. Amended Notes On December 29, 2011, the Company entered into amendment agreements with holders of the 2009 Notes and 2009 Warrants. Pursuant to the terms of the amendment agreements, (i) 2009 Notes in the aggregate principal amount of $260,000 were converted into an aggregate of 4,160 shares of common stock of the Company at an adjusted conversion price of $62.50 per share, (ii) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to extend the maturity dates from December 31, 2011 to December 31, 2012 and 2009 Notes in the aggregate principal amount of the remaining $400,000 were amended to extend the maturity date from December 31, 2011 to December 31, 2013, (iii) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to adjust the conversion price of such notes from $250.00 per share to $62.50 per share, (iv) 2009 Notes in the aggregate principal amount of $400,000 were amended to provide that such notes shall, from January 1, 2012 onwards, bear interest at the rate of 10% per annum payable on a quarterly basis, upon conversion and at maturity and that such interest may, at the option of the Company, be paid in cash or in shares of common stock of the Company at the interest conversion rate of 90% of the volume weighted average price of the common stock of the Company during the 20 trading days prior to the interest payment date, (v) an aggregate of 5,200 shares of common stock of the Company were issued to certain holders of the 2009 Notes, and (vi) the exercise price of warrants to purchase an aggregate of 13,540 shares of common stock was adjusted from $312.50 per share to $125.00 per share. Amended Notes (continued) On December 21, 2012 and on June 27, 2013 the 2009 Notes as described in the preceding paragraph were amended. Pursuant to the terms of the amendment agreements, (i) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to extend the maturity dates from December 31, 2012 to December 31, 2013, (ii) 2009 Notes in the aggregate principal amount of $2,000,000 were amended to provide that such notes shall, from January 1, 2013 onwards, bear interest at the rate of 10% per annum payable on a quarterly basis, upon conversion and at maturity and that such interest may, at the option of the Company, be paid in cash or in shares of common stock of the Company at the interest conversion rate of 90% of the volume weighted average price of the common stock of the Company during the 20 trading days prior to the interest payment date, and (iii) the exercise price of the warrants to purchase an aggregate of 13,541 shares of common stock was adjusted from $125.0 per share to $62.50 per share. Upon amendment of the notes, interest was calculated on the entire $2,400,000 of promissory notes at a rate of 10% per year. Interest expense was accrued in the amount of $60,000 per quarter and shares are issued in lieu of cash payments. On December 29 and 31, 2013 the 2009 Notes as described in the preceding paragraph were amended. Pursuant to the terms of the amendment agreements, (i) 2009 Notes in the aggregate principal amount of $2,400,000 were amended to extend the maturity dates from December 31, 2013 to December 31, 2014, (ii) the exercise price of the warrants to purchase an aggregate of 13,541 shares of common stock was adjusted from $62.50 per share to $25.00 per share. Additionally, the Company also agreed to extend the expiration date of the warrants to purchase an aggregate of 10,640 shares of common stock from December 31, 2014 to December 31, 2016. As of December 31, 2015, the Company issued 75,180 shares of its common stock in lieu of interest payments in the aggregate of $700,000 relating to the 2009 Notes in the aggregate principal of $2,400,000. As of December 31, 2015, the entire $2,400,000 balance of the amended 2009 Notes remains outstanding. In the transaction, the Company recognized a discount of $1,670,000 which was amortized over the original life of the 2009 Notes. The discount represented the original issue discount. In addition, the Company determined that the value of the warrants in the transaction of $412,830 as a discount to the 2009 Notes. This discount was being amortized as well over the original life of the 2009 Notes. The 2009 Notes mature on June 30, 2016 (these notes were extended on January 29, 2016 and will convert to equity if the merger is completed - see Note 11). As of December 31, 2015, $2,400,000 of the 2009 Notes are classified as a current liability and the amounts have not been repaid as of the issuance of these financial statements. The modifications made to the debt instruments did not constitute a material modification under ASC 470-50. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
INTANGIBLE ASSETS [Abstract] | |
INTANGIBLE ASSETS | NOTE 5: INTANGIBLE ASSETS The following is a summary of intangible assets as of March 31, 2016 (unaudited) and December 31, 2015: March 31, 2016 December 31, 2015 Customer lists $ 3,980 $ 3,980 Patents and licenses 1,090 1,013 Total intangible assets 5,070 4,993 Accumulated amortization (4,163 ) (4,141 ) Intangible assets, net $ 907 $ 852 Amortization expense for the three months ended March 31, 2016 and 2015 was $22 and $349, respectively. There was no impairment on these assets in 2016 or 2015. |
Current Portion of Long-Term De
Current Portion of Long-Term Debt | 3 Months Ended |
Mar. 31, 2016 | |
Original Issue Discount Senior Secured Convertible Promissory Note / Current Portion of Long-Term Debt/ Debt Related Parties [Abstract] | |
CURRENT PORTION OF LONG-TERM DEBT | NOTE 6: CURRENT PORTION OF LONG-TERM DEBT The following is a summary of long-term debt as of March 31, 2016 (unaudited) and December 31, 2015: March 31, December 31, Note payable – Celtic Bank (a) $ - $ 175 Note payable – B&B Merritt (b) 3,000 3,000 Total $ 3,000 $ 3,175 (a) Fifteen year note payable dated July 11, 2007 in the original principal amount of $1,250 with a bank guaranteed by the U.S. Small Business Administration with Pioneer, prior to the acquisition of Pioneer by the Company. Note accrued interest at the Prime Rate plus 2% (Prime rate 3.25% plus 2% for 2015). The note was fully paid in January 2016. (b) Note payable bearing interest at the rate of 10% per annum, unsecured, with quarterly interest payments commencing in January 2015, with the note maturing in October 2016. Upon maturity or anytime prior, so long as the Company has not exercised its right to prepay this note, the lender can exercise its option to convert this note to equity in the Company, with 30 day advance written notice, and acquire up to 3,000 unrestricted Class A Common Shares of Ecoark at $1.00 per share, which consistent with the Merger Agreement is now 1,500 shares of Ecoark Holdings at $2.00 per share. The principal amount along with any accrued interest thereon, if converted to equity shall be deemed fully paid. As of March 31, 2016, no conversions of this debt have occurred. There was no bifurcation of the conversion option as the conversion is deemed to be conventional in nature. Interest expense on the long-term debt for the three months ended March 31, 2016 and 2015 were $75 and $77, respectively. |
Debt - Related Parties
Debt - Related Parties | 3 Months Ended |
Mar. 31, 2016 | |
Original Issue Discount Senior Secured Convertible Promissory Note / Current Portion of Long-Term Debt/ Debt Related Parties [Abstract] | |
DEBT - RELATED PARTIES | NOTE 7: DEBT – RELATED PARTIES The following is a summary of debt – related parties as of March 31, 2016 (unaudited) and December 31, 2015: March 31, 2016 December 31, 2015 Promissory note – related party (a) - $ 50 Promissory note #1 – CEO (b) $ 25 62 Promissory note #2 – CEO (c) 717 1,217 Total $ 742 $ 1,329 (a) Unsecured note payable to former shareholder bearing interest at 5% per annum, with monthly principal and interest payments beginning in November 2014, maturing in November 2016. Note was paid in full in March 2016. (b) Note payable to the Company’s Chief Executive Officer (CEO), Randy May. On November 30, 2015, after monthly payments were being made, and additional amounts funded in March 2015 and May 2015 totaling $600, the Company combined these amounts into a new one year promissory note in the amount of $3,197 due November 30, 2016. Payments of $37 were made on this note in the first quarter of 2016. (c) Note payable with the Company’s CEO commencing November 30, 2015 at an interest rate of 6% per annum (see note b). The beginning principal balance of $3,197 was reduced by $1,980 on December 31, 2015 in exchange for 1,100 shares of Ecoark Series A General Common Shares that were Treasury Shares owned by the Company. The remaining principal balance matures in November 2016. Payments of $500 were made on this note in the first quarter of 2016. Interest expense on the debt – related parties for the three months ended March 31, 2016 and 2015 was $20 and $44, respectively. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Stockholders' Deficit [Abstract] | ||
Stockholders' Deficit | NOTE 8: STOCKHOLDERS’ EQUITY (DEFICIT) On March 24, 2016, Ecoark Series A, B, C, and D Common Shares were exchanged for Ecoark Holdings Common Shares as more fully described in Note 2 above. The Ecoark Common Shares, including Treasury Shares were canceled after the exchange. As a result of the merger transaction and in accordance with ASC 805-40-45, the Company has given retroactive effect to certain share calculations by restating amounts for common shares and additional paid-in capital in the December 31, 2015 balance sheet. Ecoark Holdings Preferred Stock On March 18, 2016, the Company created 5,000 shares of “blank check” preferred stock. No preferred shares have been issued. Ecoark Holdings Common Stock As described in Note 2 above, 100,000 shares of common stock, par value $0.001 were authorized on March 18, 2016. At the merger, the Company had 29,049 shares of common stock issued and outstanding. The MSC’s shareholders and holders of debt, notes, warrants and options received an aggregate of 1,353 shares of the Company’s common stock and Ecoark’s shareholders received an aggregate of 27,696 shares of the Company’s common stock. Stock Options On February 16, 2013, the Board of Directors of Ecoark approved the EcoArk Inc. 2013 Stock Option Plan (the “Plan”).The purposes of the Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors and consultants, and to promote the success of the Company’s business. The Plan is expected to contribute to the attainment of these objectives by offering employees, directors and consultants the opportunity to acquire stock ownership interests in the Company, and other rights with respect to stock of the Company, and to thereby provide them with incentives to put forth maximum efforts for the success of the Company. Awards under this Plan were only granted in the form of nonstatutory stock options (“ Options” In May 2014, Ecoark granted Stock Options to purchase 693 shares to various employees and consultants of Ecoark. The Stock Options had an exercise price of $1.25 per share and have a term of 10 years. The Stock Options vest over a three-year period as follows: 25% immediately; 25% on the first anniversary date; 25% on the second anniversary date; and 25% on the third anniversary date. During 2015 Ecoark issued additional Stock Options on 625 shares of common stock. Therefore, at the end of 2015, Stock Options were outstanding to purchase 1,318 shares of common stock. The total original number of 1,318 Ecoark Stock Options have been divided by two in conjunction with changes required by the Merger Agreement and converted to Stock Options of the Company, and at present options on 659 shares of the Company are outstanding with an adjusted exercise price of $2.50. Management valued the Stock Options utilizing the Black-Scholes Method, with the following criteria: stock price - $2.50; exercise price - $2.50; expected term – 10 years; discount rate – 0.25%; and volatility – 100%. The Company records stock based compensation in accordance with ASC 718, and has recorded stock based compensation of $28 and $91 for the three months ended March 31, 2016 and 2015, respectively. The 2,450 Stock Options of MSC were converted into shares of common stock in accordance with the Merger Agreement with Ecoark. Warrants MSC had issued warrants for 3,785 shares that were converted into shares of common stock in accordance with the Merger Agreement with Ecoark. In March 2016, the Company issued warrants for 2,389 shares in accordance with the private placement. As indicated in the subsequent events, the private placement was completed on April 28, 2016, and additional warrants were issued at the closing. These warrants have a strike price of $5.00 per share and expire on December 31, 2018. As of March 31, 2016, they are the only warrants the Company has outstanding. | Note 3 - Stockholders’ Deficit The Company has 75,000,000 shares of common stock, par value of $0.001 per share authorized. Shares Prior to the Reverse Merger as discussed in Note 1, the Company issued 17,895 shares of common stock between January and March 2008 at prices ranging from $2.50 to $5.00 per share for a total of $53,000 cash. In accordance with the Reverse Merger, the Company cancelled 7,895 shares of common stock and issued 85,230 shares to the former shareholders of Magnolia Solar, Inc. As a result of these transactions, as of December 31, 2009, there were 95,320 shares of common stock issued and outstanding. The Company effectuated a 1.3157895 forward stock split in February 2010, in accordance with the Merger Agreement which resulted in 95,320 shares of common stock issued and outstanding. In February 2014, the Company issued 4,196 shares of common stock at its fair value price ($15.00 per share) in lieu of interest payment for a value of $60,000. In March 2014, the Company issued 379 shares of common stock for consulting services for a value of $4,500 at a fair market value price of $12.50 per share. In April 2014, the Company issued 8,276 shares of common stock at its fair value price ($7.50 per share) in lieu of interest payment for a value of $60,000. In April 2014, the Company issued 643 shares of common stock for consulting services for a value of $4,500 at a fair market value price of $7.50 per share. In August 2014, the Company issued 5,275 shares of common stock at its fair value price ($12.50 per share) in lieu of interest payment for a value of $60,000. In October 2014, the Company issued 4,800 shares of common stock at its fair value price ($12.50 per share) in lieu of interest payment for a value of $60,000. In March 2015, the Company issued 4,781 shares of common stock at its fair value price ($12.50 per share) in lieu of interest payment for a value of $60,000. In April 2015, the Company issued 6,138 shares of common stock at its fair value price ($10.00 per share) in lieu of interest payment for a value of $60,000. In July 2015, the Company issued 6,575 shares of common stock at its fair value price ($10.00 per share) in lieu of interest payment for a value of $60,000. In October 2015, the Company issued 13,333 shares of common stock at its fair value price ($5.00 per share) in lieu of interest payment for a value of $60,000. As of December 31, 2015, the Company had 189,737 shares issued and outstanding. Warrants Following the closing of the Reverse Merger in December 2009, the Company issued five-year callable warrants (the “2009 Warrants”) to purchase an aggregate of 10,640 shares of common stock exercisable at $312.50 per share to investors in a private placement (the “2009 Private Placement”) and further issued seven year placement agent warrants to purchase an aggregate of 2,901 shares of common stock exercisable at $262.50 per share. On December 29, 2011, the exercise price of both the 2009 Warrants and placement agent warrants was reduced to $125.00 per share. On December 21, 2012, the exercise price of the 2009 Warrants and placement agent warrants were reduced to $62.50 per share. On December 23, 2013, the exercise price of the 2009 Warrants and placement agent warrants were further reduced to $25.00 per share. Additionally, the Company also agreed to extend the expiration date of the 2009 Warrants from December 31, 2014 to December 31, 2016. On August 15, 2011, the Company issued 1,600 warrants for public relations services. The warrants vest immediately, and are for a term of 5 years with a strike price of $125.00 per share. The warrants have been valued at $59,534 and are reflected in the consolidated financial statements for the year ended December 31, 2014. As of December 31, 2015, the following warrants are outstanding: Balance – December 31, 2008 - - Issued – in the 26.6 units 10,640 $ 25.00 Issued – to Placement Agent 2,901 $ 25.00 Balance – December 31, 2009 13,541 $ 25.00 Balance – December 31, 2010 13,541 $ 25.00 Issued – for public relations 1,600 $ 125.00 Balance – December 31, 2011 15,541 $ 35.00 Balance – December 31, 2012 15,541 $ 35.00 Balance – December 31, 2013 15,541 $ 35.00 Balance – December 31, 2014 15,541 $ 35.00 Balance – December 31, 2015 15,541 $ 35.00 Stock Options In May 2014, the Company granted 9,800 shares of common stock under the 2013 Incentive Stock Option Plan. Under the 2013 Plan, the Company may grant options to purchase up to 22,000 shares of common stock to be granted to Company employees, officers, directors, consultants and advisors. The vesting provisions, exercise price and expiration dates will be established by the Board of Directors (the "Board") of the Company at the date of grant, but incentive stock options may be subject to earlier termination, as provided in the 2013 Plan. As of December 31, 2015, there were 9,343 shares available for future grant. The fair value of each option grant was estimated on the date of grant using the Black-Scholes Expected volatility was calculated based upon the company’s observed median volatility. The risk-free interest rate assumption is based upon the United States Treasury Bond yield curve in effect at the time of grant for instruments with a similar expected life. The Company recognized compensation cost related to stock-based compensation in the amount of $31,144, for the year ended December 31, 2015. The Company has not recognized any tax benefits or deductions related to the effects of employee stock-based compensation. In addition, as of December 31, 2015, approximately $10,382 was related to non-vested options which will be recognized over a weighted-average period of approximately 3.42 years. No options were exercised under all share-based compensation arrangements for the period ending December 31, 2015. The following is a summary of stock option activity under the Company's stock option plan: Number of Options/Shares Range of Exercise Prices Weighted- Average Exercise Price Outstanding as of December 31, 2014 9,800 $ 12.50 $ 12.50 Options granted - $ 0.00 $ 0.00 Options exercised - $ 0.00 $ 0.00 Options forfeited/expired/cancelled - $ 0.00 $ 0.00 Outstanding as of December 31, 2015 9,800 $ 12.50 $ 12.50 Exercisable as of December 31, 2015 8,330 $ 12.50 $ 12.50 Exercisable as of December 31, 2014 3,920 $ 12.50 $ 12.50 Information about stock options outstanding as of December 31, 2015 is as follows: Exercise Price Number of Weighted-Average Number of $ 12.50 9,800 3.42 8,330 9,800 3.42 8,330 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 9: COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases many of its operating and office facilities for various terms under long-term, non-cancelable operating lease agreements. These leases expire at various dates through 2019. Rent expense was approximately $98 and $71 for the three months ended March 31, 2016 and 2015. Future minimum lease payments required under the operating leases are as follows: 2016 - $270, 2017 - $310, 2018 - $296 and 2019 - $155. Contract Related Fees Prior to the Merger, a subsidiary of the Company, as part of the contract to develop its products, has agreed to pay the contractor 1.5% of future New York state manufactured sales, and 5% of future non-New York state manufactured sales until the entire funds paid by the contractor have been repaid, or 15 years, whichever comes first. As of March 31, 2016, the subsidiary has $1,252 of contract related expenses, all of which will be owed to the contractor, contingent upon the sale of the subsidiary’s product related to that contract. The Company has determined that a liability has not been accrued because management has determined that it is not probable sales will occur prior to the 15 year expiration of the obligation. Settlement In March 2016 the Company agreed to settle a dispute regarding a contract. The agreement required the Company to pay $100 to certain parties within 30 days of the agreement. The amount was recorded as an operating expense and included in accrued expenses as of March 31, 2016. The amount was paid in April 2016. | Note 8 – Commitments and Contingencies Office Lease The Company leases office facilities located in Woburn, MA under a lease agreement that expires December 30, 2016. The Company leased additional office facilities at a second location in Albany, NY under a lease agreement that was canceled effective October 31, 2015. Rent expense for the Company’s facilities for the years ended December 31, 2015 and December 31, 2014 totaled $15,009 and $18,143, respectively. The future minimum lease payments due under the above mentioned non-cancelable lease agreement is as follows: Year ending December 31, 2016 $ 4,212 $ 4,212 Contract Related Fees As part of the contract to develop its products, the Company has agreed to pay the contractor 1.5% of future New York state manufactured sales, and 5% of future non-New York state manufactured sales until the entire funds paid by the contractor have been repaid, or 15 years, whichever comes first. As of December 31, 2015, the Company has $1,251,885 of contract related expenses, all of which will be owed to the contractor, contingent upon the sale of the Company’s product. The Company has not accrued a liability as management has determined that it is not probable sales will occur prior to the 15 year expiration of the obligation. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 10 - Fair Value Measurements The Company adopted certain provisions of ASC Topic 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy: Level 1 Quoted prices in active markets for identical assets or liabilities. The Company's Level 1 assets consist of cash and cash equivalents. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Financial assets and liabilities measured at fair value on a recurring basis are summarized below: December 31, 2015 Level 1 Level 2 Level 3 Total Cash $ 45,870 $ - $ - $ 45,870 Total assets $ 45,870 $ - $ - $ 45,870 Original Issue Discount Senior Secured Convertible Promissory Notes $ - $ - $ 2,400,000 $ 2,400,000 Total liabilities $ - $ - $ 2,400,000 $ 2,400,000 December 31, 2014 Level 1 Level 2 Level 3 Total Cash $ 25,127 $ - $ - $ 25,127 Total assets $ 25,127 $ - $ - $ 25,127 Original Issue Discount Senior Secured Convertible Promissory Notes $ - $ - $ 2,400,000 $ 2,400,000 Total liabilities $ - $ - $ 2,400,000 $ 2,400,000 Original Issue Discount Senior Balance, January 1, 2014 $ 2,400,000 Realized gains (losses) - Unrealized gains (losses) relating to instruments still held at the reporting date - Purchases, sales, issuances and settlements, net - Discount on notes - Amortization of discount on notes - Conversion of notes to common stock - Balance, December 31, 2014 $ 2,400,000 Realized gains (losses) - Unrealized gains (losses) relating to instruments still held at the reporting date - Purchases, sales, issuances and settlements, net - Discount on notes - Amortization of discount on notes - Balance, December 31, 2015 $ 2,400,000 |
Provision for Income Taxes
Provision for Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Provision for Income Taxes [Abstract] | ||
PROVISION FOR INCOME TAXES | NOTE 10: PROVISION FOR INCOME TAXES The provision (benefit) for income taxes for the three months ended March 31, 2016 and 2015 differs from the amount which would be expected as a result of applying the statutory tax rates to the losses before income taxes due primarily to the valuation allowance to fully reserve net deferred tax assets. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. As of As of Deferred tax assets: Net operating loss before non-deductible items $ (38,244 ) $ (36,028 ) Tax rate 34 % 34 % Total deferred tax assets 13,003 12,250 Less: Valuation allowance (13,003 ) (12,250 ) Net deferred tax assets $ - $ - As of March 31, 2016, the Company has a net operating loss carry forward of $38,244 expiring through 2036. The Company has provided a valuation allowance against the full amount of the deferred tax asset due to management’s uncertainty about its realization. Furthermore, the net operating loss carry forward may be subject to further limitation pursuant to Section 382 of the Internal Revenue Code. The valuation allowance was increased by $753 in the three months ended March 31, 2016. | Note 7 – Provision for Income Taxes Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. As of December 31, 2015, there is no provision for income taxes, current or deferred. December 31, 2015 Net operating losses $ 1,371,196 Valuation allowance (1,371,196 ) $ - At December 31, 2015, the Company had a net operating loss carry forward in the amount of approximately $4,000,000 available to offset future taxable income through 2035. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods. A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and federal statutory rate for the years ended December 31, 2015 and 2014 is summarized below. Federal statutory rate (34.0 )% State income taxes, net of federal 0.0 Valuation allowance 34.0 0.0 % |
Segment Information And Concent
Segment Information And Concentrations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Segment Information And Concentrations [Abstract] | ||
SEGMENT INFORMATION AND CONCENTRATIONS | NOTE 11: SEGMENT INFORMATION AND CONCENTRATIONS The Company follows the provisions of ASC 280-10, “ Disclosures about Segments of an Enterprise and Related Information March 31, 2016 Products Services Total Segmented operating revenues $ 1,207 $ 757 $ 1.964 Cost of revenues 1,182 277 1,459 Gross profit 25 480 505 Total operating expenses net of depreciation and amortization, and interest expense, net 59 2,497 2,556 Depreciation and amortization - 75 75 Interest expense, net 1 94 95 Net (loss) applicable to common shares (35 ) (2,186 ) (2,221 ) Non-controlling interest - 2 2 Net (loss) – controlling interest $ (35 ) $ (2,188 ) $ (2,223 ) Segmented assets Property and equipment, net - $ 360 $ 360 Intangible assets, net $ 15 $ 892 $ 907 Capital expenditures $ - $ 49 $ 49 March 31, 2015 Products Services Total Segmented operating revenues $ 1,483 $ 742 $ 2,225 Cost of revenues 1,417 224 1,641 Gross profit 66 518 584 Total operating expenses net of depreciation and amortization, and interest expense, net 45 2,884 2,929 Depreciation and amortization 332 84 416 Interest expense, net 2 204 206 Net (loss) applicable to common shares (313 ) (2,654 ) (2,967 ) Non-controlling interest - 51 51 Net (loss) – controlling interest $ (313 ) $ (2,705 ) $ (3,018 ) Segmented assets Property and equipment, net $ - $ 403 $ 403 Intangible assets, net $ 661 $ 894 $ 1,555 Capital expenditures $ - $ 8 $ 8 During the three months ended March 31, 2016 and 2015, the Company had one major customer comprising 62% and 65% of revenue. A major customer is defined as a customer that represents 10% or greater of total sales. Additionally, the Company had two customers as of March 31, 2016 and December 31, 2015 with accounts receivable balances of 46% and 32% of the total accounts receivable. The Company does not believe that the risk associated with these customers will have an adverse effect on the business. The Company maintained cash balances in excess of the FDIC insured limit in both years. The Company does not consider this risk to be material. | Note 9 - Concentration of Credit Risk The Company maintains its cash in one bank deposit account, which at times may exceed the federally insured limits of $250,000 that exist through December 31, 2015. At December 31, 2015, the Company did not have any uninsured deposits. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit based on the customers’ financial conditions. The Company does not require collateral or other security to support customer receivables. Credit losses, when realized, have been within the range of management’s expectations. To further reduce credit risk associated with accounts receivable, the Company performs periodic credit evaluations of its customers. December 31, 2015 December 31, 2014 Concentrations in accounts receivable: Customer A 100 % * Customer B * 60 % Customer C * 40 % December 31, 2015 December 31, 2014 Concentrations in net revenue: Customer A 93 % 90 % * Customer did not exceed 10% for the respective year. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 12: SUBSEQUENT EVENTS The settlement referred to in Note 9 was paid in April 2016. On April 28, 2016, the Company issued 625 shares of common stock to legal and other consultants who advised the Company on the Merger. The private placement offering described in Note 2 was closed on April On May 3, 2016, the Company entered into a Share Exchange Agreement (the “Agreement”) by and among the Company, Pioneer Products, Sable Polymer Solutions, LLC, an Arkansas limited liability company (“Sable”), and the holder of all of Sable’s membership interests. The Company issued 2,000 shares of the Company’s common stock (the “Shares”) in exchange for all of Sable’s membership interests. Sable will be a wholly-owned subsidiary of Pioneer Products. The seller shall be subject to a lock-up agreement (the “Lock-Up Agreement”) that releases shares from the Lock-Up Agreement over a period of one year (the “Lock-Up Period”). Under the Lock-Up Agreement, the seller shall be permitted to sell 33.3% of the Shares received by the seller after the six-month anniversary of the closing of the transaction. Thereafter, an additional 33.3% of the Shares shall be released at the end of each subsequent three-month period until the end of the Lock-Up Period. No cash was paid relating to the acquisition of Sable. Sable operates a polymer manufacturing facility north of Atlanta, Georgia. The Company acquired the assets and liabilities noted below in exchange for the 2,000 shares and is accounting for the acquisition in accordance with ASC 805. Based on the fair values at the effective date of acquisition the purchase price was recorded as follows: Cash $ 81 Receivables, net 1,275 Inventory 909 Property and equipment, net 2,822 Intangible assets 1,028 Goodwill 1,238 Other assets 36 Accounts payable and other liabilities (981 ) Notes payable and current debt (2,251 ) Long-term debt (280 ) $ 3,877 The intangible assets represent customer lists and will be amortized over three years. The goodwill will not be amortized but will be tested annually for impairment. The following table shows pro-forma results for the three months ended March 31, 2016 and 2015 as if the acquisition had occurred on January 1, 2015. These unaudited pro forma results of operations are based on the historical financial statements and related notes of Sable and the Company. For the three months ended 2016 2015 Revenues $ 3,200 $ 4,412 Net loss attributable to controlling interest $ 2,529 $ 3,104 Net loss per share $ (0.08 ) $ (0.13 ) | Note 11 – Subsequent Events On January 19, 2016, the Company issued 6,283 shares of common stock for payment in lieu of cash of interest equal to $60,000. On January 29, 2016, the Company entered into a Merger Agreement with Ecoark providing, among other things, for the acquisition of Ecoark by the Company in a share for share exchange pursuant to which it is contemplated that at the closing Ecoark shareholders will own approximately 95% of the outstanding share of the Company. The Company filed a 14A and is awaiting approval from the SEC on certain proposals to amend the Articles of Incorporation to increase of the authorized shares of common stock to 100,000,000 shares, to effect the creation of 5,000,000 shares of "blank check" preferred stock, to approve a reverse stock split of the common stock 1 for 250, and to change the name of the corporation to Ecoark Holdings Inc. Upon approval by the SEC, it is anticipated that the merger will be completed in March 2016. On January 29, 2016, the Company entered into an agreement with holders of the Notes Payable as mentioned in Note 6 to extend the term of the note to June 30, 2016. The notes will convert to equity if the merger is completed. Management has evaluated subsequent events for the disclosure and/or recognition in the financial statements through February 26, 2016 except Note 12 which is dated June 15, 2016, the date that the financial statements were issued. |
Restatement of Financial Statem
Restatement of Financial Statements | 12 Months Ended |
Dec. 31, 2015 | |
Restatement of Financial Statements [Abstract] | |
Restatement of Financial Statements | Note 12 – Restatement of Financial Statements On March 18, 2016, the Company effected the reverse stock split of its common stock by a ratio of 1 for 250 described in Note 11. In accordance with SEC SAB Topic 4:C, the Company has given retroactive effect to the reverse split by adjusting the number of shares in the consolidated balance sheets, consolidated statements of operations, consolidated statement of changes in stockholders’ deficit and accompanying notes. The retroactive treatment changed the reported common stock and additional paid-in capital in the balance sheets, the weighted average number of shares outstanding and resulting net loss per share in the statements of operations, the number of shares and related dollar amounts in the statement of changes in stockholders’ deficit, and various disclosures regarding number of shares and related amounts in these notes to consolidated financial statements. The change became effective on March 18, 2016 when the reverse split was approved. The merger with Ecoark described in Notes 1 and 11 was completed on March 24, 2016. |
Organization and Summary of S24
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Organization and Summary of Significant Accounting Policies [Abstract] | ||
Nature of Business and Organization | Nature of Business and Organization Ecoark Holdings, Inc. (“Ecoark Holdings”) is an innovative and growth-oriented company founded in 2007 that develops and deploys intelligent technologies and products in order to meet the demand for sustainable, integrated solutions to contemporary business needs. Ecoark Holdings is a holding company that integrates the businesses of its subsidiaries to provide technological solutions in several industries that support ecological conservation through improvements in efficiency or reduction of waste. Ecoark, Inc. Eco3D, LLC Eco360, LLC Pioneer Products, LLC Intelleflex Corporation Magnolia Solar Inc. | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Ecoark Holdings and its direct and indirect subsidiaries, collectively referred to as “the Company”. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company is a holding company and holds one hundred percent of Eco360, Pioneer Products, Intelleflex and Magnolia Solar. Ecoark owns 65% of Eco3D and the remaining 35% interest is owned by executives of Eco3D. The Company applies the guidance of Topic 810 “Consolidation” of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except when control does not rest with the parent. Pursuant to ASC Paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. | Principles of Consolidation The Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8, the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists. The consolidated financial statements include all accounts of the entities at December 31, 2015 as follows: Name of consolidated State or other Date of incorporation Attributable interest Magnolia Solar Inc. Delaware, U.S.A. January 8, 2008 100 % All inter-company balances and transactions have been eliminated. |
Noncontrolling Interests | Noncontrolling Interests In accordance with ASC 810-10-45, Noncontrolling Interests in Consolidated Financial Statements, | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”). It is Management's opinion, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the full year. The accounting policies and procedures employed in the preparation of these consolidated financial statements have been derived from the audited financial statements of the Company for the fiscal year ended December 31, 2015, which are contained in the Company’s Form 8-K/A as filed with the SEC on May 10, 2016. The consolidated balance sheet as of December 31, 2015, contained herein, was derived from those consolidated financial statements. As a result of the merger transaction described in Note 2 and in accordance with ASC 805-40-45, the Company has given retroactive effect to certain share calculations by restating amounts for common shares and additional paid-in capital in the December 31, 2015 balance sheet. | Basis of Accounting The financial statements have been prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles. |
Reclassification | Reclassification The Company has reclassified certain amounts in the 2015 consolidated financial statements to comply with the 2016 presentation. These changes had no effect on the net loss for 2015. | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, Management’s estimate of provisions required for non-collectible accounts receivable, obsolete or slow-moving inventory, and determination of the fair value of stock awards issued. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Accounts Receivable | Accounts Receivable For financial reporting, current earnings are charged and an allowance is credited with a provision for doubtful accounts based on experience. Accounts deemed uncollectible are charged against this allowance. Receivables are reported on the balance sheet net of such allowance. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses. The Company believes no allowance for doubtful accounts is necessary at December 31, 2015 or December 31, 2014. | |
Cash | Cash Cash consists of cash, demand deposits and money market funds with an original maturity of three months or less. | Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with an original maturity of three months or less, when purchased, to be cash equivalents. The Company had no cash equivalents as of December 31, 2015 or December 31, 2014. |
Inventory | Inventory Inventory is stated at the lower of cost or market. Inventory cost is determined by specific identification on a first in first out basis, and provisions are made to reduce slow-moving, obsolete, or unusable inventories to their estimated useful or scrap values. The Company establishes reserves for this purpose. | |
Property and Equipment and Long-Lived Assets | Property and Equipment and Long-Lived Assets Property and equipment is stated at cost. Depreciation on property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from three to ten years for all classes of property and equipment, except leasehold improvements which are depreciated over the shorter of 10 years or the term of the lease. FASB Codification Topic 360 “Property, Plant and Equipment” (“ASC 360”), requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The application of ASC 360 has not materially affected the Company’s reported earnings, financial condition or cash flows. Intangible assets with definite useful lives are stated at cost less accumulated amortization. Intangible assets capitalized as of March 31, 2016 and December 31, 2015 represent the valuation of the Company-owned patents and customer lists. These intangible assets are being amortized on a straight-line basis over their estimated average useful lives of thirteen and a half years for the patents and three years for the customer lists. Expenditures on intangible assets through the Company’s filing of patent and trademark protection for Company-owned inventions are expensed as incurred. The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company tested the carrying value of its intangible assets for recoverability. The projected undiscounted cash flows exceeded the carrying value of these assets by a significant amount. The Company did not consider it necessary to record any impairment charges during the three months ended March 31, 2016 and 2015. | Property and Equipment Property and equipment are stated at cost and are depreciated on a straight-line basis over their estimated useful lives (from three to seven years). Additions, renewals, and betterments, unless of a minor amount, are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews their recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment will be based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. The Company’s management has determined that the fair value of long-lived assets exceeds the book value and thus no impairment charge is necessary as of December 31, 2015 or December 31, 2014. | |
Advertising Expense | Advertising Expense The Company expenses advertising costs, as incurred. Advertising expenses for the three months ended March 31, 2016 and 2015 are included in general and administrative costs. | |
Software Costs | Software Costs The Company accounts for software development costs in accordance with ASC 985-730, Software Research and Development , Costs of Software to be Sold, Leased or Marketed | |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. These costs include internal salaries and related costs and professional fees for activities related to development. | |
Subsequent Events | Subsequent Events Subsequent events were evaluated through the date the consolidated financial statements were filed . | |
Shipping and Handling Costs | Shipping and Handling Costs The Company reports shipping and handling revenues and their associated costs in revenue and cost of revenue, respectively. Shipping revenues and costs for the three months ended March 31, 2016 and 2015 were nominal and are included in cost of product sales. | |
Revenue Recognition | Revenue Recognition In regards to product revenue, product revenue primarily consists of the sale of electronic hardware, recycled plastics products, and recycled furniture. These subsidiaries recognize revenue when the following criteria have been met: Evidence of an arrangement exists. Delivery has occurred. The fee is fixed or determinable. Collection is deemed reasonably assured The Company for its software revenue will recognize revenues in accordance with ASC 985-605, Software Revenue Recognition. Revenue from software license agreements is recognized when persuasive evidence of an agreement exists, delivery of the software has occurred, the fee is fixed or determinable, and collectability is probable. In software arrangements that include more than one element, the Company allocates the total arrangement fee among the elements based on the relative fair value of each of the elements. License revenue allocated to software products generally is recognized upon delivery of the products or deferred and recognized in future periods to the extent that an arrangement includes one or more elements to be delivered at a future date and for which fair values have not been established. Revenue allocated to maintenance agreements is recognized ratably over the maintenance term and revenue allocated to training and other service elements is recognized as the services are performed. If evidence of fair value does not exist for all elements of a license agreement and post customer support (“PCS”) is the only undelivered element, then all revenue for the license arrangement is recognized ratably over the term of the agreement as license revenue. If evidence of fair value of all undelivered PCS elements exists but evidence does not exist for one or more delivered elements, then revenue is recognized using the residual method. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is recognized as revenue. Cost of license revenue primarily includes product, delivery, and royalty costs. Cost of maintenance and service revenue consists primarily of labor costs for engineers performing implementation services, technical support, and training personnel as well as facilities and equipment costs. The Company enters into arrangements that can include various combinations of software, services, and hardware. Where elements are delivered over different periods of time, and when allowed under U.S. GAAP, revenue is allocated to the respective elements based on their relative selling prices at the inception of the arrangement, and revenue is recognized as each element is delivered. The Company uses a hierarchy to determine the fair value to be used for allocating revenue to elements: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence, and (iii) best estimate of selling price (“ESP”). For software elements, the Company follows the industry specific software guidance which only allows for the use of VSOE in establishing fair value. Generally, VSOE is the price charged when the deliverable is sold separately or the price established by management for a product that is not yet sold if it is probable that the price will not change before introduction into the marketplace. ESPs are established as best estimates of what the selling prices would be if the deliverables were sold regularly on a stand-alone basis. The process for determining ESPs requires judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each deliverable. When the arrangement with a customer includes significant production, modification, or customization of the software, we recognize the related revenue using the percentage-of-completion method in accordance with the accounting guidance and certain production-type contracts contained in ASC 605-35, Construction-Type and Production-Type Contracts. We use the percentage of completion method provided all of the following conditions exist: ● the contract includes provisions that clearly specify the enforceable rights regarding goods or services to be provided and received by the parties, the consideration to be exchanged and the manner and terms of settlement; ● the customer can be expected to satisfy its obligations under the contract; ● the Company can be expected to perform its contractual obligations; and ● reliable estimates of progress towards completion can be made. We measure completion based on achieving milestones detailed in the agreements with the customers. Costs of providing services, including services accounted for in accordance with ASC 605-35, are expensed as incurred. | Revenue Recognition Revenue is recognized from private and public sector contracts that are time and material type contracts. These revenues are recognized in accordance with ASC 605, Revenue Recognition The Company assesses whether fees are fixed or determinable at the time of sale and recognizes revenue if all other revenue recognition requirements are met. The Company's standard payment terms are net 30 days. Payments that extend beyond 30 days from the contract date but that are due within twelve months are generally deemed to be fixed or determinable based on the Company's successful collection history on such arrangements, and thereby satisfy the required criteria for revenue recognition. Revenue from inception to December 31, 2015 has been primarily from research and development grants or contracts to develop solar cells using the Company’s technology. |
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk The Company considers accounts receivable, net of allowance for returns and doubtful accounts, to be fully collectible. The allowance is based on Management’s estimate of the overall collectability of accounts receivable, considering historical losses and economic conditions. Based on these same factors, individual accounts are charged off against the allowance when Management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. Management has determined that the allowance for doubtful accounts at March 31, 2016 and December 31, 2015 was $0 and $2, respectively. | |
Uncertain Tax Positions | Uncertain Tax Positions The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes”. This requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. Management evaluates their tax positions on an annual basis. The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed. | Uncertainty in Income Taxes The Company follows ASC 740-10, Accounting for Uncertainty in Income Taxes The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The tax years for 2012 to 2014 remain open for examination by federal and/or state tax jurisdictions. The Company is currently not under examination by any other tax jurisdictions for any tax year. |
Stock-Based Compensation | Stock-Based Compensation The Company follows ASC 718-10 “Share Based Payments” The Company measures compensation expense for its non-employee stock-based compensation under ASC 505-50, “ Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services | Stock based compensation The Company applies ASC No. 718 and ASC Subtopic No. 505-50, Equity-Based Payments to Non Employees |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 825, " Financial Instruments | Fair Value of Financial Instruments In accordance with ASC 820, Fair Value Measurements and Disclosures |
Income Taxes | Income Taxes The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized. | |
Recoverability of Long-Lived Assets | Recoverability of Long-Lived Assets The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell. | |
Earnings (Loss) Per Share of Common Stock | Earnings (Loss) Per Share of Common Stock Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (“EPS”) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. | Loss Per Share of Common Stock Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. The following is a reconciliation of the computation for basic and diluted EPS: December 31, December 31, 2015 2014 Net loss $ ( 565,941 ) $ ( 573,718 ) Restated Weighted-average common shares outstanding (Basic) 171,932 149,880 Weighted-average common stock Equivalents Stock options 9,800 6,921 Warrants 15,141 15,141 Weighted-average common shares outstanding (Diluted) 196,873 171,942 |
Fair Value Measurements | Fair Value Measurements ASC 820, “ Fair Value Measurements” Level 1 inputs: Quoted prices for identical instruments in active markets. Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 inputs: Instruments with primarily unobservable value drivers. | |
Segment Information | Segment Information The Company follows the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”. | |
Related Party Transactions | Related Party Transactions Parties are considered to be related to the Company if the parties directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal stockholders of the Company, its management, members of the immediate families of principal stockholders of the Company and its management and other parties with which the Company may deal where one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as compensation or distribution to related parties depending on the transaction. The Company entered into a 10-year, renewable, exclusive license with Magnolia Optical Technologies, Inc. (“Magnolia Optical”) on April 30, 2008 for the exclusive rights of the technology related to the application of Magnolia Optical’s solar cell technology. Magnolia Optical shares common Directors with the Company. The Company recorded the net license fee of $77 in conjunction with the merger described in Note 2 below. Amortization will continue over the remaining 23 months of the term. The Company’s management has determined that the fair value of the license approximates the book value and thus no impairment is necessary as of March 31, 2016. | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, “ Leases (Topic 842)”. During August 2014, the FASB issued ASU No. 2014-15, “ Presentation of Financial Statements—Going Concern In May 2014, the FASB issued ASU No. 2014-09, “ Revenue from Contracts with Customers There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. | Recently Issued Accounting Standards During August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern.” The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements. During May 2014, the FASB issued an Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers (Topic 606)". The objective of ASU 2014-09 is to (1) remove inconsistencies and weaknesses in revenue requirements, (2) provide a more robust framework for addressing revenue issues, (3) improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets, (4) provide more useful information to users of financial statements through improved disclosure requirements, and (5) simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The effective date of this ASU was subsequently changed with the issuance of ASU 2015-14 to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company is currently evaluating the effect of this standard on its financial statements. There were other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Going Concern | Going Concern The Company commenced operations in 2007, and has experienced typical start-up costs and losses from operations resulting in an accumulated deficit of $38,810 since inception. The accumulated deficit as well as recurring losses of $2,223 for the three months ended March 31, 2016, and $10,502 and $14,135 for the years ended December 31, 2015 and 2014, respectively and the working capital deficit of $2,153 as of December 31, 2015, have resulted in the uncertainty of the Company to continue as a going concern even though working capital increased to a surplus of $5,442 at March 31, 2016. These consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time. The Company plans to raise additional capital to carry out its business plan and following a reverse merger transaction on March 24, 2016, the Company received $9 , |
Organization and Summary of S25
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization and Summary of Significant Accounting Policies [Abstract] | |
Schedule of all accounts of the entities | Name of consolidated State or other Date of incorporation Attributable interest Magnolia Solar Inc. Delaware, U.S.A. January 8, 2008 100 % |
Schedule of reconciliation of the computation for basic and diluted EPS | December 31, December 31, 2015 2014 Net loss $ ( 565,941 ) $ ( 573,718 ) Restated Weighted-average common shares outstanding (Basic) 171,932 149,880 Weighted-average common stock Equivalents Stock options 9,800 6,921 Warrants 15,141 15,141 Weighted-average common shares outstanding (Diluted) 196,873 171,942 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory [Abstract] | |
Schedule of inventory | March 31, 2016 December 31, 2015 Inventory $ 1,429 $ 1,363 Inventory Reserves (620 ) (620 ) Total $ 809 $ 743 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Property and Equipment [Abstract] | ||
Schedule of property and equipment | March 31, 2016 December 31, 2015 Furniture and fixtures $ 114 $ 110 Computers and software costs 425 382 Machinery and equipment 478 476 Leasehold improvements 4 4 Total property and equipment 1,021 972 Accumulated depreciation (661 ) (609 ) Property and equipment, net $ 360 $ 363 | December 31, December 31, 2015 2014 Office equipment and computers $ 6,106 $ 6,106 Furniture and fixtures 2,182 2,182 8,288 8,288 Accumulated depreciation (7,977 ) (7,665 ) $ 311 $ 623 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
INTANGIBLE ASSETS [Abstract] | |
Summary of intangible assets | March 31, 2016 December 31, 2015 Customer lists $ 3,980 $ 3,980 Patents and licenses 1,090 1,013 Total intangible assets 5,070 4,993 Accumulated amortization (4,163 ) (4,141 ) Intangible assets, net $ 907 $ 852 |
Current Portion of Long-Term 29
Current Portion of Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Original Issue Discount Senior Secured Convertible Promissory Note / Current Portion of Long-Term Debt/ Debt Related Parties [Abstract] | |
Schedule of Long-term Debt | March 31, December 31, Note payable – Celtic Bank (a) $ - $ 175 Note payable – B&B Merritt (b) 3,000 3,000 Total $ 3,000 $ 3,175 (a) Fifteen year note payable dated July 11, 2007 in the original principal amount of $1,250 with a bank guaranteed by the U.S. Small Business Administration with Pioneer, prior to the acquisition of Pioneer by the Company. Note accrued interest at the Prime Rate plus 2% (Prime rate 3.25% plus 2% for 2015). The note was fully paid in January 2016. (b) Note payable bearing interest at the rate of 10% per annum, unsecured, with quarterly interest payments commencing in January 2015, with the note maturing in October 2016. Upon maturity or anytime prior, so long as the Company has not exercised its right to prepay this note, the lender can exercise its option to convert this note to equity in the Company, with 30 day advance written notice, and acquire up to 3,000 unrestricted Class A Common Shares of Ecoark at $1.00 per share, which consistent with the Merger Agreement is now 1,500 shares of Ecoark Holdings at $2.00 per share. The principal amount along with any accrued interest thereon, if converted to equity shall be deemed fully paid. As of March 31, 2016, no conversions of this debt have occurred. There was no bifurcation of the conversion option as the conversion is deemed to be conventional in nature. |
Debt - Related Parties (Tables)
Debt - Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Original Issue Discount Senior Secured Convertible Promissory Note / Current Portion of Long-Term Debt/ Debt Related Parties [Abstract] | |
Summary of long-term debt-related parties | March 31, 2016 December 31, 2015 Promissory note – related party (a) - $ 50 Promissory note #1 – CEO (b) $ 25 62 Promissory note #2 – CEO (c) 717 1,217 Total $ 742 $ 1,329 (a) Unsecured note payable to former shareholder bearing interest at 5% per annum, with monthly principal and interest payments beginning in November 2014, maturing in November 2016. Note was paid in full in March 2016. (b) Note payable to the Company’s Chief Executive Officer (CEO), Randy May. On November 30, 2015, after monthly payments were being made, and additional amounts funded in March 2015 and May 2015 totaling $600, the Company combined these amounts into a new one year promissory note in the amount of $3,197 due November 30, 2016. Payments of $37 were made on this note in the first quarter of 2016. (c) Note payable with the Company’s CEO commencing November 30, 2015 at an interest rate of 6% per annum (see note b). The beginning principal balance of $3,197 was reduced by $1,980 on December 31, 2015 in exchange for 1,100 shares of Ecoark Series A General Common Shares that were Treasury Shares owned by the Company. The remaining principal balance matures in November 2016. Payments of $500 were made on this note in the first quarter of 2016. |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Deficit [Abstract] | |
Schedule of outstanding warrants | Balance – December 31, 2008 - - Issued – in the 26.6 units 10,640 $ 25.00 Issued – to Placement Agent 2,901 $ 25.00 Balance – December 31, 2009 13,541 $ 25.00 Balance – December 31, 2010 13,541 $ 25.00 Issued – for public relations 1,600 $ 125.00 Balance – December 31, 2011 15,541 $ 35.00 Balance – December 31, 2012 15,541 $ 35.00 Balance – December 31, 2013 15,541 $ 35.00 Balance – December 31, 2014 15,541 $ 35.00 Balance – December 31, 2015 15,541 $ 35.00 |
Summary of stock option activity under the Company's stock option plan | Number of Options/Shares Range of Exercise Prices Weighted- Average Exercise Price Outstanding as of December 31, 2014 9,800 $ 12.50 $ 12.50 Options granted - $ 0.00 $ 0.00 Options exercised - $ 0.00 $ 0.00 Options forfeited/expired/cancelled - $ 0.00 $ 0.00 Outstanding as of December 31, 2015 9,800 $ 12.50 $ 12.50 Exercisable as of December 31, 2015 8,330 $ 12.50 $ 12.50 Exercisable as of December 31, 2014 3,920 $ 12.50 $ 12.50 |
Schedule of stock options outstanding | Exercise Price Number of Weighted-Average Number of $ 12.50 9,800 3.42 8,330 9,800 3.42 8,330 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Schedule of future minimum lease payments due under non-cancelable lease agreements | Year ending December 31, 2016 $ 4,212 $ 4,212 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | December 31, 2015 Level 1 Level 2 Level 3 Total Cash $ 45,870 $ - $ - $ 45,870 Total assets $ 45,870 $ - $ - $ 45,870 Original Issue Discount Senior Secured Convertible Promissory Notes $ - $ - $ 2,400,000 $ 2,400,000 Total liabilities $ - $ - $ 2,400,000 $ 2,400,000 December 31, 2014 Level 1 Level 2 Level 3 Total Cash $ 25,127 $ - $ - $ 25,127 Total assets $ 25,127 $ - $ - $ 25,127 Original Issue Discount Senior Secured Convertible Promissory Notes $ - $ - $ 2,400,000 $ 2,400,000 Total liabilities $ - $ - $ 2,400,000 $ 2,400,000 |
Schedule of original issue discount secured convertible promissory notes | Original Issue Discount Senior Balance, January 1, 2014 $ 2,400,000 Realized gains (losses) - Unrealized gains (losses) relating to instruments still held at the reporting date - Purchases, sales, issuances and settlements, net - Discount on notes - Amortization of discount on notes - Conversion of notes to common stock - Balance, December 31, 2014 $ 2,400,000 Realized gains (losses) - Unrealized gains (losses) relating to instruments still held at the reporting date - Purchases, sales, issuances and settlements, net - Discount on notes - Amortization of discount on notes - Balance, December 31, 2015 $ 2,400,000 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Provision for Income Taxes [Abstract] | ||
Schedule of provision for income taxes, current or deferred | December 31, 2015 Net operating losses $ 1,371,196 Valuation allowance (1,371,196 ) $ - | |
Schedule of effective tax rate as a percentage of income before taxes and federal statutory rate | Federal statutory rate (34.0 )% State income taxes, net of federal 0.0 Valuation allowance 34.0 0.0 % | |
Schedule of deferred tax assets | As of As of Deferred tax assets: Net operating loss before non-deductible items $ (38,244 ) $ (36,028 ) Tax rate 34 % 34 % Total deferred tax assets 13,003 12,250 Less: Valuation allowance (13,003 ) (12,250 ) Net deferred tax assets $ - $ - |
Segment Information And Conce35
Segment Information And Concentrations (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Segment Information And Concentrations [Abstract] | ||
Schedule of company performs periodic credit evaluations of its customers | December 31, 2015 December 31, 2014 Concentrations in accounts receivable: Customer A 100 % * Customer B * 60 % Customer C * 40 % December 31, 2015 December 31, 2014 Concentrations in net revenue: Customer A 93 % 90 % * Customer did not exceed 10% for the respective year. | |
Schedule of disclosures about segments of an enterprise and related information | March 31, 2016 Products Services Total Segmented operating revenues $ 1,207 $ 757 $ 1.964 Cost of revenues 1,182 277 1,459 Gross profit 25 480 505 Total operating expenses net of depreciation and amortization, and interest expense, net 59 2,497 2,556 Depreciation and amortization - 75 75 Interest expense, net 1 94 95 Net (loss) applicable to common shares (35 ) (2,186 ) (2,221 ) Non-controlling interest - 2 2 Net (loss) – controlling interest $ (35 ) $ (2,188 ) $ (2,223 ) Segmented assets Property and equipment, net $ - $ 360 $ 360 Intangible assets, net $ 15 $ 892 $ 907 Capital expenditures $ - $ 49 $ 49 March 31, 2015 Products Services Total Segmented operating revenues $ 1,483 $ 742 $ 2,225 Cost of revenues 1,417 224 1,641 Gross profit 66 518 584 Total operating expenses net of depreciation and amortization, and interest expense, net 45 2,884 2,929 Depreciation and amortization 332 84 416 Interest expense, net 2 204 206 Net (loss) applicable to common shares (313 ) (2,654 ) (2,967 ) Non-controlling interest - 51 51 Net (loss) – controlling interest $ (313 ) $ (2,705 ) $ (3,018 ) Segmented assets Property and equipment, net $ - $ 403 $ 403 Intangible assets, net $ 661 $ 894 $ 1,555 Capital expenditures $ - $ 8 $ 8 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Schedule of fair values at the effective date of acquisition purchase price | Cash $ 81 Receivables, net 1,275 Inventory 909 Property and equipment, net 2,822 Intangible assets 1,028 Goodwill 1,238 Other assets 36 Accounts payable and other liabilities (981 ) Notes payable and current debt (2,251 ) Long-term debt (280 ) $ 3,877 |
Schedule of pro forma information | For the three months ended 2016 2015 Revenues $ 3,200 $ 4,412 Net loss attributable to controlling interest $ 2,529 $ 3,104 Net loss per share $ (0.08 ) $ (0.13 ) |
Organization and Nature of Bu37
Organization and Nature of Business (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jan. 29, 2016 | Feb. 28, 2010 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 29, 2013 | Dec. 21, 2012 | Dec. 29, 2011 | |
Debt Instrument [Line Items] | |||||||||
Ratio of forward stock splits issued and outstanding shares | 1 for 250 | 1.3157895:1 | |||||||
Proceeds from issuance of private placement | $ 9,555,000 | ||||||||
Magnolia Solar Corporation | |||||||||
Debt Instrument [Line Items] | |||||||||
Net loss attributable to controlling interest | $ (565,941) | $ (573,718) | |||||||
Cash | 45,870 | $ 25,127 | $ 118,172 | ||||||
Convertible Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of private placement | $ 990,000 | ||||||||
Aggregate principal amount of 2009 notes | $ 2,400,000 | $ 2,000,000 | $ 2,660,000 |
Organization and Nature of Bu38
Organization and Nature of Business (Details Textual 1) | 1 Months Ended | |||||||
Apr. 28, 2016 | Jan. 29, 2016 | Dec. 29, 2013USD ($)$ / shares$ / warrantshares | Dec. 21, 2012USD ($)Tradingdays$ / shares$ / warrantshares | Dec. 29, 2011USD ($)Tradingdays$ / shares$ / warrantshares | Feb. 28, 2010 | Dec. 31, 2015USD ($) | Dec. 31, 2009$ / shares | |
Debt Instrument [Line Items] | ||||||||
Exercise price of warrants | $ / shares | $ 1.05 | |||||||
Reduction in exercise price of warrants | $ / warrant | 62.50 | |||||||
Business acquisition, ownership percentage | 95.00% | |||||||
Merger agreement, Description | The Company filed a preliminary 14A Proxy Statement informing its shareholders of the Company's intent to hold a shareholder meeting in order to vote on certain proposals to amend the Articles of Incorporation to increase of the authorized shares of common stock to 100,000,000 shares, to effect the creation of 5,000,000 shares of "blank check" preferred stock, to approve a reverse stock split of the common stock 1 for 250, and to change the name of the corporation to Ecoark Holdings Inc., the approval of which were conditions to closing the merger with Ecoark. The Company's shareholders approved the proposals, and the merger was completed in March 2016. In accordance with SEC SAB Topic 4:C, the Company has given retroactive effect to the reverse split of the common stock 1 for 250. | |||||||
Ratio of forward stock splits issued and outstanding shares | 1 for 250 | 1.3157895:1 | ||||||
Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants expiration date | Dec. 31, 2018 | |||||||
Warrant | ||||||||
Debt Instrument [Line Items] | ||||||||
Exercise price of warrants | $ / shares | $ 62.50 | $ 125 | $ 312.50 | |||||
Reduction in exercise price of warrants | $ / warrant | 25 | 62.50 | 125 | |||||
Number of common stock called by warrants | shares | 13,541 | 13,541 | 13,541 | |||||
Warrant | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of common stock called by warrants | shares | 10,640 | |||||||
Warrants expiration date | Dec. 31, 2014 | |||||||
Warrants extended expiration date | Dec. 31, 2016 | |||||||
Original Issue Discount Senior Secured Convertible Promissory Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount of 2009 notes | $ 2,400,000 | $ 2,000,000 | $ 2,660,000 | |||||
Debt instrument converted amount | $ 260,000 | |||||||
Aggregate principal amount converted into shares | shares | 4,160 | |||||||
Debt instrument convertible conversion price | $ / shares | $ 62.50 | |||||||
Debt Instrument, Maturity Date | Dec. 31, 2013 | Dec. 31, 2012 | ||||||
Debt instrument extended maturity date | Dec. 31, 2014 | Dec. 31, 2013 | ||||||
Debt conversion shares issued | shares | 5,200 | |||||||
Interest conversion rate | 90.00% | |||||||
Trading days | Tradingdays | 20 | |||||||
Interest rate on quarterly basis | 10.00% | |||||||
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 1 | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount of 2009 notes | $ 2,000,000 | |||||||
Aggregate remaining principal amount of 2009 notes | $ 400,000 | |||||||
Debt Instrument, Maturity Date | Dec. 31, 2011 | |||||||
Debt instrument extended maturity date | Dec. 31, 2012 | |||||||
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 2 | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount of 2009 notes | $ 2,000,000 | |||||||
Debt instrument convertible conversion price | $ / shares | $ 62.50 | |||||||
Initial conversion price | $ / shares | $ 250 | |||||||
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 3 | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount of 2009 notes | $ 400,000 | $ 2,400,000 | ||||||
Interest conversion rate | 10.00% | |||||||
Trading days | Tradingdays | 20 | |||||||
Interest rate on quarterly basis | 90.00% |
Organization and Summary of S39
Organization and Summary of Significant Accounting Policies (Details) - Subsidiary | 12 Months Ended |
Dec. 31, 2015 | |
Name of consolidated subsidiary or entity | Magnolia Solar Inc. |
State or other jurisdiction of incorporation or organization | Delaware,U.S.A. |
Date of incorporation or formation (date of acquisition, if applicable) | Jan. 8, 2008 |
Attributable interest at December 31, 2015 and December 31, 2014 | 100.00% |
Organization and Summary of S40
Organization and Summary of Significant Accounting Policies (Details 1) - Earning Per Share [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Net loss | $ (565,941) | $ (573,718) |
Restated Weighted-average common shares outstanding (Basic) | 171,932 | 149,880 |
Weighted-average common stock Equivalents Stock options | 9,800 | 6,921 |
Warrants | 15,141 | 15,141 |
Weighted-average common shares outstanding (Diluted) | 196,873 | 171,942 |
Organization and Summary of S41
Organization and Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Summary of Significant Accounting Policies [Line Items] | |||
Ownership percentage of the company | 65.00% | ||
Allowance for doubtful accounts | $ 0 | $ 2 | |
Working capital | 5,442 | $ 2,153 | |
Reverse merger transaction | 9,555 | ||
Net license fee | $ 77 | ||
Revenue recognition standard payment term minimum | 30 days | ||
Revenue recognition standard payment term maximum | 12 months | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 10 years | 7 years | |
Minimum [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | 3 years | |
ECOARK [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Net income attributable to noncontrolling interests | $ 2 | $ 51 | |
Accumulated deficit | (38,810) | $ (36,587) | |
Net loss attributable to controlling interest | $ (2,223) | $ (3,018) | |
Eco3D [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Holding interest of the company | 65.00% | ||
Executive of Eco3D [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Percentage of non-controlling interests | 35.00% |
Merger (Details)
Merger (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Jan. 29, 2016 | Mar. 31, 2016 | Mar. 24, 2016 | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Shareholders own percentage | 95.00% | ||
Authorized shares of preferred stock | 5,000 | ||
Reverse stock split | To approve a reverse stock split of the MSC common stock of 1 for 250. | ||
Shareholders received, Description | The MSC's shareholders and holders of debt, notes, warrants and options received an aggregate of 1,353 shares of the Company's common stock and Ecoark's shareholders received an aggregate of 27,696 shares of the Company's common stock. | ||
Units offered in private placement, price per share | $ 4 | ||
Private placement offering | $ 20,000 | ||
Private placement unit, description | Each unit consists of one share of MSC (now Ecoark Holdings) common stock (par value $0.001 per share) and a warrant to purchase one share of MSC (now Ecoark Holdings) common stock exercisable on or before December 31, 2018 at a price of $5.00 per share. | ||
Proceeds from units offered in private placement | $ 9,555 | ||
Common Stock [Member] | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Common stock issued | 29,049 | ||
Common stock outstanding | 29,049 |
Inventory (Details)
Inventory (Details) - Ecoark Holdings, Inc. - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory | $ 1,429 | $ 1,363 |
Inventory Reserves | (620) | (620) |
Total | $ 809 | $ 743 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment | $ 1,021,000 | $ 972,000 | $ 8,288 | |
Accumulated depreciation | (661,000) | (609,000) | (7,665) | |
Magnolia Solar Corporation | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, net | 311 | 623 | ||
Ecoark Holdings, Inc. | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, net | 360,000 | 363,000 | $ 403,000 | |
Furniture and fixtures [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment | 114,000 | 110,000 | 2,182 | |
Computers and software costs [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment | 425,000 | 382,000 | ||
Office equipment and computers [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment | 6,106,000 | $ 6,106 | ||
Machinery and equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment | 478,000 | 476,000 | ||
Leasehold improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total property and equipment | $ 4,000 | $ 4,000 |
Property and Equipment (Detai45
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property and Equipment [Textual ] | ||||
Depreciation expense | $ 52,000 | $ 67,000 | $ 312 | $ 312 |
Impairment charges of asset |
License Agreement with Relate46
License Agreement with Related Party (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Accumulated amortization | $ (4,163,000) | $ (4,141,000) | ||
Amortization expense | $ 22,000 | $ 349,000 | ||
Licensing Agreements | Magnolia Optical Technologies | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Term of license agreement | 10 years | |||
Amortization of license fee | $ 356,500 | |||
Term of license agreement | 120 months | |||
Accumulated amortization | $ 273,317 | $ 237,667 | ||
Amortization expense | $ 35,650 | $ 35,650 |
Original Issue Discount Senio47
Original Issue Discount Senior Secured Convertible Promissory Note (Details Textual) | 3 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2016USD ($) | Dec. 31, 2009USD ($)Unit$ / sharesshares | Dec. 31, 2015$ / shares | Dec. 31, 2014$ / shares | Dec. 31, 2013$ / shares | Dec. 31, 2012$ / shares | Dec. 31, 2011$ / shares | Dec. 31, 2010$ / shares | Dec. 31, 2008$ / shares | |
Class of Warrant or Right [Line Items] | |||||||||
Exercise price of warrants | $ 1.05 | ||||||||
Proceeds from issuance of private placement | $ | $ 9,555,000 | ||||||||
Warrant | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of units issued in connection with warrants issue | Unit | 26.6 | ||||||||
Number of common stock called by warrants | shares | 10,640 | ||||||||
Exercise price of warrants | $ 25 | $ 35 | $ 35 | $ 35 | $ 35 | $ 35 | $ 25 | $ 25 | |
Proceeds from issuance of private placement | $ | $ 990,000 | ||||||||
Value of warrants | $ | $ 50,000 | ||||||||
Warrant | Private Placement [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of common stock called by warrants | shares | 10,640 | ||||||||
Exercise price of warrants | $ 312.50 | ||||||||
Original Issue Discount Senior Secured Convertible Promissory Notes | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Aggregate principal amount of 2009 notes | $ | $ 2,660,000 | ||||||||
Aggregate principal amount of shares | shares | 2,660,000 | ||||||||
Debt instrument convertible conversion price | $ 1.25 | ||||||||
Initial conversion price | $ 250 | ||||||||
Placement Agent Warrants [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of common stock called by warrants | shares | 2,901 | ||||||||
Exercise price of warrants | $ 262.50 | ||||||||
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 3 | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Initial conversion price | $ 250 |
Original Issue Discount Senio48
Original Issue Discount Senior Secured Convertible Promissory Note (Details Textual 1) | 1 Months Ended | 12 Months Ended | ||||
Dec. 29, 2013USD ($)$ / shares$ / warrantshares | Dec. 21, 2012USD ($)Tradingdays$ / shares$ / warrantshares | Dec. 29, 2011USD ($)Tradingdays$ / shares$ / warrantshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2013USD ($) | Dec. 31, 2009$ / shares | |
Debt Instrument [Line Items] | ||||||
Number of shares issued to holders | shares | 75,180 | |||||
Exercise price of warrants | $ / shares | $ 1.05 | |||||
Reduction in exercise price of warrants | $ / warrant | 62.50 | |||||
Warrant | ||||||
Debt Instrument [Line Items] | ||||||
Number of common stock called by warrants | shares | 13,541 | 13,541 | 13,541 | |||
Exercise price of warrants | $ / shares | $ 62.50 | $ 125 | $ 312.50 | |||
Reduction in exercise price of warrants | $ / warrant | 25 | 62.50 | 125 | |||
Original Issue Discount Senior Secured Convertible Promissory Notes | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount of 2009 notes | $ 2,400,000 | $ 2,000,000 | $ 2,660,000 | |||
Debt instrument converted amount | $ 260,000 | |||||
Aggregate principal amount converted into shares | shares | 4,160 | |||||
Debt conversion shares issued | shares | 5,200 | |||||
Debt instrument convertible conversion price | $ / shares | $ 62.50 | |||||
Interest conversion rate | 90.00% | |||||
Trading days | Tradingdays | 20 | |||||
Interest rate on quarterly basis | 10.00% | |||||
Accrued interest expense | $ 60,000 | |||||
Debt Instrument, Maturity Date | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Debt instrument extended maturity date | Dec. 31, 2014 | Dec. 31, 2013 | ||||
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 1 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount of 2009 notes | $ 2,000,000 | |||||
Remaining principal amount of 2009 notes | $ 400,000 | |||||
Principal amount outstanding for the note maturing on December 31, 2014 | $ 2,400,000 | |||||
Debt Instrument, Maturity Date | Dec. 31, 2011 | |||||
Debt instrument extended maturity date | Dec. 31, 2012 | |||||
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 2 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount of 2009 notes | $ 2,000,000 | |||||
Debt instrument convertible conversion price | $ / shares | $ 62.50 | |||||
Initial conversion price | $ / shares | $ 250 | |||||
Original Issue Discount Senior Secured Convertible Promissory Notes Tranche 3 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount of 2009 notes | $ 400,000 | $ 2,400,000 | ||||
Interest conversion rate | 10.00% | |||||
Trading days | Tradingdays | 20 | |||||
Aggregate interest payment | $ 700,000 | |||||
Interest rate on quarterly basis | 90.00% |
Original Issue Discount Senio49
Original Issue Discount Senior Secured Convertible Promissory Note (Details Textual 2) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2009 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Value of the warrants in the transaction of a discount to the 2009 Notes | $ 412,830 | |
2009 Notes [Member] | ||
Debt Instrument [Line Items] | ||
Net value of the 2009 notes | $ 2,400,000 | |
Recognized a discount over the original life of the 2009 Notes | $ 1,670,000 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Summary of intangible assets | ||
Total intangible assets | $ 5,070 | $ 4,993 |
Accumulated amortization | (4,163) | (4,141) |
Intangible assets, net | 907 | 852 |
Customer lists [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 3,980 | 3,980 |
Patents and licenses [Member] | ||
Summary of intangible assets | ||
Total intangible assets | $ 1,090 | $ 1,013 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Intangible Assets (Textual) | ||
Amortization expense | $ 22 | $ 349 |
Current Portion of Long-Term 52
Current Portion of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Total | $ 3,000 | $ 3,175 | |
Note payable - Celtic Bank [Member] | |||
Debt Instrument [Line Items] | |||
Total | [1] | 175 | |
Note payable - B&B Merritt [Member] | |||
Debt Instrument [Line Items] | |||
Total | [2] | $ 3,000 | $ 3,000 |
[1] | Fifteen year note payable dated July 11, 2007 in the original principal amount of $1,250 with a bank guaranteed by the U.S. Small Business Administration with Pioneer, prior to the acquisition of Pioneer by the Company. Note accrued interest at the Prime Rate plus 2% (Prime rate 3.25% plus 2% for 2015). The note was fully paid in January 2016. | ||
[2] | Note payable bearing interest at the rate of 10% per annum, unsecured, with quarterly interest payments commencing in January 2015, with the note maturing in October 2016. Upon maturity or anytime prior, so long as the Company has not exercised its right to prepay this note, the lender can exercise its option to convert this note to equity in the Company, with 30 day advance written notice, and acquire up to 3,000 unrestricted Class A Common Shares of Ecoark at $1.00 per share, which consistent with the Merger Agreement is now 1,500 shares of Ecoark Holdings at $2.00 per share. The principal amount along with any accrued interest thereon, if converted to equity shall be deemed fully paid. As of March 31, 2016, no conversions of this debt have occurred. There was no bifurcation of the conversion option as the conversion is deemed to be conventional in nature. |
Current Portion of Long-Term 53
Current Portion of Long-Term Debt (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Current Portion of Long-Term Debt (Textual) | ||
Interest expense on long-term debt | $ 75 | $ 77 |
Note payable - Celtic Bank [Member] | ||
Current Portion of Long-Term Debt (Textual) | ||
Note payable term | 15 years | |
Note payable date of commencement | Jul. 11, 2007 | |
Original principal amount | $ 1,250 | |
Accrued interest rate on prime rate, description | Prime Rate plus 2% (Prime rate 3.25% plus 2% for 2015). | |
Note repayment date | January 2,016 | |
Note payable - B&B Merritt [Member] | ||
Current Portion of Long-Term Debt (Textual) | ||
Note payable date of commencement | Jan. 1, 2015 | |
Note payable, interest rate | 10.00% | |
Debt Instrument, Maturity Date | Oct. 31, 2016 | |
Debt conversion, description | Upon maturity or anytime prior, so long as the Company has not exercised its right to prepay this note, the lender can exercise its option to convert this note to equity in the Company, with 30 day advance written notice, and acquire up to 3,000 unrestricted Class A Common Shares of Ecoark at $1.00 per share, which consistent with the Merger Agreement is now 1,500 shares of Ecoark Holdings at $2.00 per share. The principal amount along with any accrued interest thereon, if converted to equity shall be deemed fully paid. |
Debt - Related Parties (Details
Debt - Related Parties (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Total | $ 742 | $ 1,329 | |
Promissory note - related party [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [1] | 50 | |
Promissory note #1- CEO [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [2] | 25 | 62 |
Promissory note #2 - CEO [Member] | |||
Related Party Transaction [Line Items] | |||
Total | [3] | $ 717 | $ 1,217 |
[1] | Unsecured note payable to former shareholder bearing interest at 5% per annum, with monthly principal and interest payments beginning in November 2014, maturing in November 2016. Note was paid in full in March 2016. | ||
[2] | Note payable to the Company's Chief Executive Officer (CEO), Randy May. On November 30, 2015, after monthly payments were being made, and additional amounts funded in March 2015 and May 2015 totaling $600, the Company combined these amounts into a new one year promissory note in the amount of $3,197 due November 30, 2016. Payments of $37 were made on this note in the first quarter of 2016. | ||
[3] | Note payable with the Company's CEO commencing November 30, 2015 at an interest rate of 6% per annum (see note b). The beginning principal balance of $3,197 was reduced by $1,980 on December 31, 2015 in exchange for 1,100 shares of Ecoark Series A General Common Shares that were Treasury Shares owned by the Company. The remaining principal balance matures in November 2016. Payments of $500 were made on this note in the first quarter of 2016. |
Debt - Related Parties (Detai55
Debt - Related Parties (Details Textual) shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)shares | |
Unsecured Debt [Member] | Former Shareholder [Member] | |
Debt Related Parties (Textual) | |
Note payable, interest rate | 5.00% |
Debt instrument, Maturity Date | Nov. 30, 2016 |
Notes Payable [Member] | Chief Executive Officer [Member] | |
Debt Related Parties (Textual) | |
Note payable additional amount funded | $ 600 |
Promisory note amount | $ 3,197 |
Promisory note, Term | 1 year |
Promisory note, Due date | Nov. 30, 2016 |
Note payable amount paid | $ 37 |
Notes Payable One [Member] | Chief Executive Officer [Member] | |
Debt Related Parties (Textual) | |
Note payable, interest rate | 6.00% |
Debt instrument, Maturity Date | Nov. 30, 2016 |
Note payable amount paid | $ 500 |
Principal balance | 3,197 |
Not payable amount reduced | $ 1,980 |
Stock issued during the period exchange series A general common shares. | shares | 1,100 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) | 12 Months Ended | ||||||
Dec. 31, 2015$ / shares$ / warrantshares | Dec. 31, 2014$ / shares$ / warrantshares | Dec. 31, 2013$ / shares$ / warrantshares | Dec. 31, 2012$ / shares$ / warrantshares | Dec. 31, 2011$ / shares$ / warrantshares | Dec. 31, 2010$ / shares$ / warrantshares | Dec. 31, 2009$ / shares$ / warrantshares | |
Weighted Average Exercise Price Of Warrants [Roll Forward] | |||||||
Balance (in dollars per share) | $ 1.05 | ||||||
Balance (in dollars per share) | $ 1.05 | ||||||
Warrant | |||||||
Warrants Outstanding [Roll Forward] | |||||||
Balance | shares | 15,541 | 15,541 | 15,541 | 15,541 | 13,541 | 13,541 | |
Issued | shares | 10,640 | ||||||
Balance | shares | 15,541 | 15,541 | 15,541 | 15,541 | 15,541 | 13,541 | 13,541 |
Weighted Average Exercise Price Of Warrants [Roll Forward] | |||||||
Balance (in dollars per share) | $ 35 | $ 35 | $ 35 | $ 35 | $ 25 | $ 25 | $ 25 |
Issued (in dollars per share) | $ / warrant | 25 | ||||||
Balance (in dollars per share) | $ 35 | $ 35 | $ 35 | $ 35 | $ 35 | $ 25 | $ 25 |
Placement Agent Warrants [Member] | |||||||
Warrants Outstanding [Roll Forward] | |||||||
Issued | shares | 2,901 | ||||||
Weighted Average Exercise Price Of Warrants [Roll Forward] | |||||||
Balance (in dollars per share) | $ 262.50 | ||||||
Issued (in dollars per share) | $ / warrant | 25 | ||||||
Balance (in dollars per share) | $ 262.50 | ||||||
Public Relations Services Warrant [Member] | |||||||
Warrants Outstanding [Roll Forward] | |||||||
Issued | shares | 1,600 | ||||||
Weighted Average Exercise Price Of Warrants [Roll Forward] | |||||||
Balance (in dollars per share) | |||||||
Issued (in dollars per share) | $ / warrant | 125 | ||||||
Balance (in dollars per share) |
Stockholders' Deficit (Parenthe
Stockholders' Deficit (Parenthetical) (Details) | Dec. 31, 2009Unit |
Warrant | |
Class of Warrant or Right [Line Items] | |
Number of units issued in connection with warrants issue | 26.6 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Options/Shares | ||
Outstanding, Number of Options/Shares | 9,800 | |
Options granted, Number of Options/Shares | ||
Options exercised, Number of Options/Shares | ||
Options forfeited/expired/cancelled, Number of Options/Shares | ||
Outstanding, Number of Options/Shares | 9,800 | |
Exercisable, Number of Options/Shares | 8,330 | 3,920 |
Range of Exercise Prices | ||
Outstanding, Range of Exercise Prices | $ 12.50 | |
Options granted, Range of Exercise Prices | 0 | |
Options exercised, Range of Exercise Prices | 0 | |
Options forfeited/expired/cancelled, Range of Exercise Prices | 0 | |
Outstanding, Range of Exercise Prices | 12.50 | |
Exercisable, Range of Exercise Prices | 12.50 | $ 12.50 |
Weighted- Average Exercise Price | ||
Outstanding, Weighted- Average Exercise Price | 12.50 | |
Options granted, Weighted- Average Exercise Price | 0 | |
Options exercised, Weighted- Average Exercise Price | 0 | |
Options forfeited/expired/cancelled, Weighted- Average Exercise Price | 0 | |
Outstanding, Weighted- Average Exercise Price | 12.50 | |
Exercisable, Weighted- Average Exercise Price | $ 12.50 | $ 12.50 |
Stockholders' Deficit (Detail59
Stockholders' Deficit (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price | $ 12.50 | $ 12.50 |
Number of Options Outstanding | 9,800 | 9,800 |
Weighted-Average Remaining Contractual Life (years) | 3 years 5 months 1 day | |
Number of Options Exercisable | 8,330 | 3,920 |
Exercise Price [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price | $ 12.50 | |
Number of Options Outstanding | 9,800 | |
Weighted-Average Remaining Contractual Life (years) | 3 years 5 months 1 day | |
Number of Options Exercisable | 8,330 |
Stockholders' Deficit (Detail60
Stockholders' Deficit (Details Textual) - USD ($) | May 31, 2014 | Mar. 18, 2016 | Feb. 16, 2013 | Mar. 31, 2016 | Mar. 31, 2008 | Dec. 31, 2015 | Mar. 24, 2016 | Dec. 31, 2014 |
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Shareholders received, Description | The MSC's shareholders and holders of debt, notes, warrants and options received an aggregate of 1,353 shares of the Company's common stock and Ecoark's shareholders received an aggregate of 27,696 shares of the Company's common stock. | |||||||
Options grant to purchase shares of common stock granted | ||||||||
Option outstanding | 9,800 | 9,800 | ||||||
Employee Stock Option [Member] | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Options grant to purchase shares of common stock granted | 693,000 | 22,000 | ||||||
Exercise price | $ 1.25 | $ 2.50 | ||||||
Expected term | 10 years | 10 years | ||||||
Option, Description | The Stock Options vest over a three-year period as follows: 25% immediately; 25% on the first anniversary date; 25% on the second anniversary date; and 25% on the third anniversary date. | |||||||
Vesting term | 3 years | |||||||
Volatility | 100.00% | |||||||
Discount rate | 0.25% | |||||||
Additional stock issued | 625,000 | |||||||
Stock price | $ 2.50 | $ 2.50 | ||||||
Option converted to shares of common stock | 2,450,000 | |||||||
Private Placement [Member] | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Common stock issued | 2,387,000 | |||||||
Preferred Stock [Member] | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Shares of blank check preferred stock | 5,000,000 | |||||||
Preferred stock, shares issued | ||||||||
Common Stock [Member] | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Common stock, shares authorized | 100,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.001 | |||||||
Common stock issued | 31,436,000 | 29,049,000 | ||||||
Common stock outstanding | 31,436,000 | 29,049,000 | ||||||
Warrant | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Warrants issued | 3,785,000 | |||||||
Warrants strike price | $ 5 | |||||||
Warrants expiration date | Dec. 31, 2018 | |||||||
Warrant | Private Placement [Member] | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Warrants issued | 2,389,000 | |||||||
Prior to the Reverse Merger [Member] | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Common shares issued to founders for cash (in shares) | 17,895 | |||||||
Common shares issued to founders for cash | $ 53,000 | |||||||
Prior to the Reverse Merger [Member] | Minimum [Member] | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ 2.50 | |||||||
Prior to the Reverse Merger [Member] | Maximum [Member] | ||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ 5 |
Stockholders' Deficit (Detail61
Stockholders' Deficit (Details Textual 1) - USD ($) | Jan. 19, 2016 | Jan. 29, 2016 | Oct. 31, 2015 | Jul. 30, 2015 | Apr. 30, 2015 | Oct. 31, 2014 | Aug. 31, 2014 | Apr. 30, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | Feb. 28, 2010 | Mar. 31, 2015 | Dec. 31, 2009 |
Stockholders Equity Note Disclosure [Line Items] | |||||||||||||
Common shares issued for payment of interest (in shares) | 6,283 | ||||||||||||
Ratio of forward stock splits issued and outstanding shares | 1 for 250 | 1.3157895:1 | |||||||||||
Post Merger [Member] | |||||||||||||
Stockholders Equity Note Disclosure [Line Items] | |||||||||||||
Cancelled shares of common stock | 7,895 | ||||||||||||
Issued shares of common stock | 85,230 | ||||||||||||
Common stock, shares issued | 95,320 | ||||||||||||
Common stock, shares outstanding | 95,320 | ||||||||||||
Common shares issued for payment of interest (in shares) | 13,333 | 6,575 | 6,138 | 4,800 | 5,275 | 8,276 | 4,196 | 4,781 | |||||
Common shares issued for payment of interest | $ 60,000 | $ 60,000 | $ 60,000 | $ 60,000 | $ 60,000 | $ 60,000 | $ 60,000 | $ 60,000 | |||||
Common stock fair value price per share | $ 5 | $ 10 | $ 10 | $ 12.50 | $ 12.50 | $ 7.50 | $ 15 | $ 12.50 | |||||
Common shares issued for services rendered, shares | 643 | 379 | |||||||||||
Common stock issued for consulting services, value | $ 4,500 | $ 4,500 | |||||||||||
Fair market value price per share | $ 7.50 | $ 12.50 |
Stockholders' Deficit (Detail62
Stockholders' Deficit (Details Textual 2) | Dec. 23, 2013$ / warrant | Aug. 15, 2011USD ($)$ / sharesshares | Dec. 21, 2012$ / warrant | Dec. 31, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares | Dec. 31, 2013$ / sharesshares | Dec. 31, 2012$ / sharesshares | Dec. 31, 2011$ / sharesshares | Dec. 31, 2010$ / sharesshares | Dec. 31, 2009USD ($)$ / shares$ / warrantshares | Dec. 31, 2008$ / shares |
Class of Warrant or Right [Line Items] | |||||||||||
Exercise price of warrants | $ / shares | $ 1.05 | ||||||||||
Reduction in exercise price of warrants | $ / warrant | 62.50 | ||||||||||
Warrant | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Term of callable warrants | 5 years | ||||||||||
Number of common stock called by warrants | 10,640 | ||||||||||
Warrants issued | 10,640 | ||||||||||
Exercise price of warrants | $ / shares | $ 35 | $ 35 | $ 35 | $ 35 | $ 35 | $ 25 | $ 25 | $ 25 | |||
Value of warrants | $ | $ 50,000 | ||||||||||
Warrant | 2009 Private Placement | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Number of common stock called by warrants | 10,640 | ||||||||||
Exercise price of warrants | $ / shares | $ 312.50 | ||||||||||
Reduction in exercise price of warrants | $ / warrant | 0.10 | 262.50 | |||||||||
Extended warrant expiration | Expiration date of the 2009 Warrants from December 31, 2014 to December 31, 2016. | ||||||||||
Placement Agent Warrants [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Number of common stock called by warrants | 2,901 | ||||||||||
Warrants issued | 2,901 | ||||||||||
Exercise price of warrants | $ / shares | $ 262.50 | ||||||||||
Public Relations Services | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Term of callable warrants | 5 years | ||||||||||
Warrants issued | 1,600 | ||||||||||
Exercise price of warrants | $ / shares | $ 0.50 | ||||||||||
Value of warrants | $ | $ 59,534 |
Stockholders' Deficit (Detail63
Stockholders' Deficit (Details Textual 3) - shares | May 31, 2014 | Dec. 31, 2015 | Dec. 31, 2013 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options granted, Number of Options/Shares | |||
Non-vested options, Number of Shares | 10,382 | ||
Weighted-Average Remaining Contractual Life (years) | 3 years 5 months 1 day | ||
Incentive Stock Option Plan [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options granted, Number of Options/Shares | 9,800 | 22,000 | |
Available for future grant | 9,343 |
Commitments and Contingencies64
Commitments and Contingencies (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Commitments and Contingencies [Abstract] | ||
2,016 | $ 270,000 | $ 4,212 |
Operating leases future minimum payments due | $ 4,212 |
Commitments and Contingencies65
Commitments and Contingencies (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies [Abstract] | ||||
Rent expense | $ 15,009 | $ 18,143 | ||
Percentage of future New York state manufactured sales | 1.50% | |||
Percentage of future non New York state manufactured sales | 5.00% | |||
Operating leases, description | The Company leases office facilities located in Woburn, MA under a lease agreement that expires December 30, 2016. The Company leased additional office facilities at a second location in Albany, NY under a lease agreement that was canceled effective October 31, 2015. | |||
Lease agreement expiration date | Dec. 31, 2016 | |||
Term of amount paid to contractor | 15 years | |||
Contract related expenses | $ 1,251,885 | |||
Lease expiration period, Description | These leases expire at various dates through 2019. | |||
Lease and rent expenses | $ 98,000 | $ 71,000 | ||
Operating lease future minimum lease payments, 2016 | 270,000 | $ 4,212 | ||
Operating lease future minimum lease payments, 2017 | 310,000 | |||
Operating lease future minimum lease payments, 2018 | 296,000 | |||
Operating lease future minimum lease payments, 2019 | $ 155,000 | |||
Contract related fee, Description | As part of the contract to develop its products, has agreed to pay the contractor 1.5% of future New York state manufactured sales, and 5% of future non-New York state manufactured sales until the entire funds paid by the contractor have been repaid, or 15 years, whichever comes first. | |||
Contract related expense | $ 1,252,000 | |||
Settlement aggreement term, Description | The agreement required the Company to pay $100 to certain parties within 30 days of the agreement. | |||
Aggreement settlement amount | $ 100,000 |
Provision for Income Taxes (Det
Provision for Income Taxes (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Provision For Income Taxes [Abstract] | |
Net operating losses | $ 1,371,196 |
Valuation allowance | (1,371,196) |
Deferred tax assets operating loss carry forwards net of valuation allowance, total |
Provision for Income Taxes (D67
Provision for Income Taxes (Details 1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Provision For Income Taxes [Abstract] | ||
Federal statutory rate | (34.00%) | |
State income taxes, net of federal | 0.00% | |
Valuation allowance | 34.00% | |
Effective tax rate of income before taxes and federal statutory rate | 34.00% | 0.00% |
Provision for Income Taxes (D68
Provision for Income Taxes (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Deferred tax assets: | ||
Net operating loss before non-deductible items | $ (38,244) | $ (36,028) |
Tax rate | 34.00% | 0.00% |
Total deferred tax assets | $ 13,003 | $ 12,250 |
Less: Valuation allowance | (13,003) | (12,250) |
Net deferred tax assets |
Provision for Income Taxes (D69
Provision for Income Taxes (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Provision For Income Taxes [Abstract] | ||
Net operating loss carry forward | $ 38,244,000 | $ 4,000,000 |
Taxable income, Description | Through 2,035 | |
Increased in valuation allowance | $ 753,000 | |
Expiration date | Dec. 31, 2036 |
Segment Information And Conce70
Segment Information And Concentrations (Details) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | |||
Concentration Risk [Line Items] | ||||
Percentage of concentration risk | 10.00% | |||
Customer concentration risk [Member] | Accounts Receivable [Member] | Customer A [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage of concentration risk | 100.00% | [1] | ||
Customer concentration risk [Member] | Accounts Receivable [Member] | Customer B [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage of concentration risk | [1] | 60.00% | ||
Customer concentration risk [Member] | Accounts Receivable [Member] | Customer C [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage of concentration risk | [1] | 40.00% | ||
Customer concentration risk [Member] | Revenue [Member] | Customer A [Member] | ||||
Concentration Risk [Line Items] | ||||
Percentage of concentration risk | 93.00% | 90.00% | ||
[1] | Customer did not exceed 10% for the respective year. |
Segment Information And Conce71
Segment Information And Concentrations (Details 1) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
ECOARK [Member] | |||
Segment Information and Concentrations [Line Items] | |||
Segmented operating revenues | $ 1,964 | $ 2,225 | |
Cost of revenues | 1,459 | 1,641 | |
Gross profit | 505 | 584 | |
Total operating expenses net of depreciation and amortization, and interest expense, net | 2,556 | 2,929 | |
Depreciation and amortization | 75 | 416 | |
Interest expense, net | (95) | (206) | |
Net (loss) applicable to common shares | (2,221) | (2,967) | |
Non-controlling interest | 2 | 51 | |
Net (loss) - controlling interest | (2,223) | (3,018) | |
Segmented assets | |||
Property and equipment, net | 360 | 403 | $ 363 |
Intangible assets, net | 907 | 1,555 | $ 852 |
Capital expenditures | 49 | 8 | |
Products [Member] | |||
Segment Information and Concentrations [Line Items] | |||
Segmented operating revenues | 1,207 | 1,483 | |
Cost of revenues | 1,182 | 1,417 | |
Gross profit | 25 | 66 | |
Total operating expenses net of depreciation and amortization, and interest expense, net | 59 | 45 | |
Depreciation and amortization | 332 | ||
Interest expense, net | 2 | ||
Net (loss) applicable to common shares | (35) | (313) | |
Non-controlling interest | |||
Net (loss) - controlling interest | (35) | (313) | |
Segmented assets | |||
Property and equipment, net | |||
Intangible assets, net | 15 | 661 | |
Capital expenditures | |||
Services [Member] | |||
Segment Information and Concentrations [Line Items] | |||
Segmented operating revenues | 757 | 742 | |
Cost of revenues | 277 | 224 | |
Gross profit | 480 | 518 | |
Total operating expenses net of depreciation and amortization, and interest expense, net | 2,497 | 2,884 | |
Depreciation and amortization | 75 | 84 | |
Interest expense, net | 94 | 204 | |
Net (loss) applicable to common shares | (2,186) | (2,654) | |
Non-controlling interest | 2 | 51 | |
Net (loss) - controlling interest | (2,188) | (2,705) | |
Segmented assets | |||
Property and equipment, net | 360 | 403 | |
Intangible assets, net | 892 | 894 | |
Capital expenditures | $ 49 | $ 8 |
Segment Information And Conce72
Segment Information And Concentrations (Detail Textual) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016Number | Mar. 31, 2015Number | Dec. 31, 2015USD ($) | |
Concentrations (Textual) | |||
Percentage of concentration risk | 10.00% | ||
Major customer definition as per company standards | A major customer is defined as a customer that represents 10% or greater of total sales. | A major customer is defined as a customer that represents 10% or greater of total sales. | |
Number of customers | Number | 2 | 2 | |
Federally insured limits exist through December 31, 2015 | $ | $ 250,000 | ||
One major customer [Member] | |||
Concentrations (Textual) | |||
Percentage of concentration risk | 62.00% | 65.00% | |
Two customers [Member] | Accounts Receivable [Member] | |||
Concentrations (Textual) | |||
Percentage of concentration risk | 32.00% | 46.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair value on a recurring basis - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Total | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | $ 45,870 | $ 25,127 |
Total assets | 45,870 | 25,127 |
Original Issue Discount Senior Secured Convertible Promissory Notes | 2,400,000 | 2,400,000 |
Total liabilities | 2,400,000 | 2,400,000 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | 45,870 | 25,127 |
Total assets | 45,870 | 25,127 |
Original Issue Discount Senior Secured Convertible Promissory Notes | ||
Total liabilities | ||
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | ||
Total assets | ||
Original Issue Discount Senior Secured Convertible Promissory Notes | ||
Total liabilities | ||
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | ||
Total assets | ||
Original Issue Discount Senior Secured Convertible Promissory Notes | 2,400,000 | 2,400,000 |
Total liabilities | $ 2,400,000 | $ 2,400,000 |
Fair Value Measurements (Deta74
Fair Value Measurements (Details 1) - Original Issue Discount Senior Secured Convertible Promissory Notes - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance | $ 2,400,000 | $ 2,400,000 |
Realized gains (losses) | ||
Unrealized gains (losses) relating to instruments still held at the reporting date | ||
Purchases, sales, issuances and settlements, net | ||
Discount on notes | ||
Amortization of discount on notes | ||
Conversion of notes to common stock | ||
Balance | $ 2,400,000 | $ 2,400,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] $ in Thousands | Apr. 30, 2016USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 81 |
Receivables, net | 1,275 |
Inventory | 909 |
Property and equipment, net | 2,822 |
Intangible assets | 1,028 |
Goodwill | 1,238 |
Other assets | 36 |
Accounts payable and other liabilities | (981) |
Notes payable and current debt | (2,251) |
Long-term debt | (280) |
Business combination acquired the assets and liabilities net | $ 3,877 |
Subsequent Events (Details 1)
Subsequent Events (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Business Acquisition [Line Items] | ||
Revenues | $ 3,200 | $ 4,412 |
Net loss attributable to controlling interest | $ 2,529 | $ 3,104 |
Net loss per share | $ (0.08) | $ (0.13) |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | May 03, 2016 | Apr. 30, 2016 | Jan. 19, 2016 | Apr. 28, 2016 | Jan. 29, 2016 | Mar. 31, 2016 |
Subsequent Events (Textual) | ||||||
Common shares issued for payment of interest in lieu of cash, shares | 6,283 | |||||
Common shares issued for payment of interest in lieu of cash | $ 60,000 | |||||
Business acquisition, ownership percentage | 95.00% | |||||
Merger agreement, Description | The Company filed a preliminary 14A Proxy Statement informing its shareholders of the Company's intent to hold a shareholder meeting in order to vote on certain proposals to amend the Articles of Incorporation to increase of the authorized shares of common stock to 100,000,000 shares, to effect the creation of 5,000,000 shares of "blank check" preferred stock, to approve a reverse stock split of the common stock 1 for 250, and to change the name of the corporation to Ecoark Holdings Inc., the approval of which were conditions to closing the merger with Ecoark. The Company's shareholders approved the proposals, and the merger was completed in March 2016. In accordance with SEC SAB Topic 4:C, the Company has given retroactive effect to the reverse split of the common stock 1 for 250. | |||||
Equity ownership percentage | 65.00% | |||||
Subsequent Event [Member] | ||||||
Subsequent Events (Textual) | ||||||
Common stock shares issued to legal and other consultants | 625,000 | |||||
Private placement offering capital raised | $ 17,347,000 | |||||
Private placement offering additional common shares issued | 1,949,000 | |||||
Private placement offering additional warrants issued | 1,949,000 | |||||
Warrants strike price | $ 5 | |||||
Common stock issued in exchange of Sable's membership interests | 2,000,000 | |||||
Lock-up agreement , Description | The seller shall be subject to a lock-up agreement (the "Lock-Up Agreement") that releases shares from the Lock-Up Agreement over a period of one year (the "Lock-Up Period"). Under the Lock-Up Agreement, the seller shall be permitted to sell 33.3% of the Shares received by the seller after the six-month anniversary of the closing of the transaction. Thereafter, an additional 33.3% of the Shares shall be released at the end of each subsequent three-month period until the end of the Lock-Up Period. | |||||
Warrants expiration date | Dec. 31, 2018 | |||||
Acquired the assets and liabilities in exchange for shares | 2,000 |