Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2019 | Nov. 15, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Ecoark Holdings, Inc. | |
Entity Central Index Key | 0001437491 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 000-53361 | |
Entity Incorporation State Country Code | NV | |
Entity Common Stock, Shares Outstanding | 68,771,586 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
CURRENT ASSETS | ||
Cash ($15 pledged as collateral for credit) | $ 449 | $ 244 |
Accounts receivable, net of allowance of $569 and $573 as of September 30, 2019 and March 31, 2019, respectively | 53 | 520 |
Prepaid expenses and other current assets | 216 | 900 |
Current assets held for sale | 23 | |
Total current assets | 718 | 1,687 |
NON-CURRENT ASSETS | ||
Goodwill | 3,223 | |
Property and equipment, net | 676 | 824 |
Other assets | 25 | 27 |
Total non-current assets | 3,924 | 851 |
TOTAL ASSETS | 4,642 | 2,538 |
CURRENT LIABILITIES | ||
Accounts payable | 663 | 1,416 |
Accrued liabilities | 872 | 828 |
Note payable | 2,335 | 1,350 |
Notes payable - related parties | 403 | |
Derivative liabilities | 2,242 | 3,104 |
Current liabilities held for sale | 34 | |
Total current liabilities | 6,515 | 6,732 |
NON-CURRENT LIABILITIES | ||
COMMITMENTS AND CONTINGENCIES | ||
Total liabilities | 6,515 | 6,732 |
STOCKHOLDERS' DEFICIT (Numbers of shares rounded to thousands) | ||
Preferred stock, $0.001 par value; 5,000 shares authorized; 2 issued | ||
Common stock, $0.001 par value; 100,000 shares authorized, 62,648 shares issued and 62,063 shares outstanding as of September 30, 2019 and 52,571 shares issued and 51,986 shares outstanding as of March 31, 2019 | 63 | 53 |
Additional paid-in-capital | 121,656 | 113,310 |
Accumulated deficit | (121,921) | (115,886) |
Treasury stock, at cost | (1,671) | (1,671) |
Total stockholders' deficit | (1,873) | (4,194) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 4,642 | $ 2,538 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Pledged as collateral for credit | $ 15 | $ 15 |
Accounts receivable, net of allowance | $ 569 | $ 573 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 2 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 62,648 | 52,571 |
Common stock, shares outstanding | 62,063 | 51,986 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
CONTINUING OPERATIONS: | ||||
REVENUES | $ 44 | $ 286 | $ 79 | $ 1,039 |
COST OF REVENUES | 16 | 207 | 61 | 637 |
GROSS PROFIT | 28 | 79 | 18 | 402 |
OPERATING EXPENSES: | ||||
Selling, general and administrative | 1,683 | 2,493 | 3,232 | 4,584 |
Depreciation, amortization, and impairment | 71 | 308 | 148 | 617 |
Research and development | 788 | 771 | 1,685 | 1,641 |
Total operating expenses | 2,542 | 3,572 | 5,065 | 6,842 |
Loss from continuing operations before other expenses | (2,514) | (3,493) | (5,047) | (6,440) |
OTHER INCOME (EXPENSE): | ||||
Change in fair value of derivative liabilities | (960) | 715 | (16) | 1,036 |
Loss on exchange of warrants for common stock | (839) | (839) | ||
(Interest expense), net of interest income | (76) | 4 | (135) | (7) |
Total other income (expenses) | (1,875) | 719 | (990) | 1,029 |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (4,389) | (2,774) | (6,037) | (5,411) |
DISCONTINUED OPERATIONS: | ||||
Loss from discontinued operations | (576) | (1,166) | ||
Gain on disposal of discontinued operations | 2 | |||
Total discontinued operations | (576) | 2 | (1,166) | |
PROVISION FOR INCOME TAXES | ||||
NET LOSS | $ (4,389) | $ (3,350) | $ (6,035) | $ (6,577) |
NET LOSS PER SHARE | ||||
Basic and diluted: Continuing operations | $ (0.07) | $ (0.07) | $ (0.10) | $ (0.13) |
Discontinued operations | (0.01) | (0.02) | ||
Total | $ (0.07) | $ (0.08) | $ (0.10) | $ (0.15) |
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||||
Basic and diluted | 61,967 | 50,500 | 58,227 | 49,739 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Preferred | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Total |
Balances at Mar. 31, 2018 | $ 49 | $ 108,585 | $ (102,236) | $ (1,618) | $ 4,780 | |
Balances, shares at Mar. 31, 2018 | 49,468 | |||||
Share-based compensation | $ 1 | 1,086 | 1,087 | |||
Share-based compensation, shares | 65 | |||||
Shares purchased from employees in lieu of taxes | (23) | (23) | ||||
Net loss for the period | (3,227) | (3,227) | ||||
Balance at Jun. 30, 2018 | $ 50 | 109,671 | (105,463) | (1,641) | 2,617 | |
Balance, shares at Jun. 30, 2018 | 49,533 | |||||
Shares issued | $ 3 | 1,646 | 1,649 | |||
Shares issued, shares | 2,969 | |||||
Share-based compensation | 1,014 | 1,014 | ||||
Share-based compensation, shares | 350 | |||||
Shares purchased from employees in lieu of taxes | (19) | (19) | ||||
Net loss for the period | (3,350) | (3,350) | ||||
Balance at Sep. 30, 2018 | $ 53 | 112,331 | (108,813) | (1,660) | 1,911 | |
Balance, shares at Sep. 30, 2018 | 52,537 | |||||
Balances at Mar. 31, 2019 | $ 53 | 113,310 | (115,886) | (1,671) | (4,194) | |
Balances, shares at Mar. 31, 2019 | 52,571 | |||||
Shares issued - Trend Holdings acquisition | $ 5 | 3,231 | 3,236 | |||
Shares issued - Trend Holdings acquisition, shares | 5,500 | |||||
Share-based compensation | 582 | 582 | ||||
Share-based compensation, shares | ||||||
Net loss for the period | (1,646) | (1,646) | ||||
Balance at Jun. 30, 2019 | $ 58 | 117,123 | (117,532) | (1,671) | (2,022) | |
Balance, shares at Jun. 30, 2019 | 58,071 | |||||
Shares issued in exchange for warrants | $ 4 | 3,289 | 3,293 | |||
Shares issued in exchange for warrants, shares | 4,277 | |||||
Shares issued for services rendered | $ 1 | 210 | 211 | |||
Shares issued for services rendered, shares | 300 | |||||
Preferred stock issuance | 404 | 404 | ||||
Preferred stock issuance, shares | 2 | |||||
Share-based compensation | 630 | 630 | ||||
Share-based compensation, shares | ||||||
Net loss for the period | (4,389) | (4,389) | ||||
Balance at Sep. 30, 2019 | $ 63 | $ 121,656 | $ (121,921) | $ (1,671) | $ (1,873) | |
Balance, shares at Sep. 30, 2019 | 2 | 62,648 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (6,035) | $ (6,577) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, amortization and impairment | 148 | 617 |
Share-based compensation - services rendered | 522 | 200 |
Share-based compensation - employees | 900 | 1,900 |
Change in fair value of derivative liabilities | 16 | (1,036) |
Loss on exchange of warrants for common stock | 839 | |
Commitment fees on credit facility advances | 34 | |
Loss from discontinued operations | 1,166 | |
Gain on sale of discontinued operations | (2) | |
Cash acquired in acquisition | 3 | |
Changes in assets and liabilities: | ||
Accounts receivable | 467 | 1,401 |
Inventory | (147) | |
Prepaid expenses and other current assets | 717 | 48 |
Other assets | 1 | |
Accounts payable | (753) | (1,134) |
Accrued liabilities | 9 | (226) |
Net cash used in operating activities of continuing operations | (3,134) | (3,788) |
Net cash used in discontinued operations | (1,114) | |
Net cash used in operating activities | (3,134) | (4,902) |
Cash flows from investing activities: | ||
Proceeds from sale of Magnolia Solar | 5 | |
Purchases of property and equipment | (18) | |
Net cash provided by (used in) investing activities of continuing operations | 5 | (18) |
Net cash used in investing activities of discontinued operations | (166) | |
Net cash provided by (used in) investing activities | 5 | (184) |
Cash flows from financing activities: | ||
Proceeds from credit facility | 951 | |
Advances from related parties | 403 | |
Proceeds from issuance of preferred stock, net of fees | 1,980 | |
Proceeds from issuance of common stock, net of fees | 4,221 | |
Repayment of debt | (500) | |
Purchase of treasury shares from employees for tax withholdings | (42) | |
Net cash provided by financing activities | 3,334 | 3,679 |
NET INCREASE (DECREASE) IN CASH | 205 | (1,407) |
Cash - beginning of period | 244 | 3,730 |
Cash - end of period | 449 | 2,323 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | 11 | |
Cash paid for income taxes | ||
SUMMARY OF NONCASH ACTIVITIES: | ||
Exchange of common stock for warrants | 3,293 | |
Assets acquired via acquisition of Trend Discovery Holdings, Inc.: | ||
Receivables | 10 | |
Other assets | 1 | |
Goodwill | $ 3,223 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Ecoark Holdings, Inc. Trend Discovery Holdings, LLC Ecoark, Inc. Zest Labs, Inc. 440labs, Inc. Pioneer Products, LLC Sable Polymer Solutions, LLC Magnolia Solar Inc. Principles of Consolidation The condensed consolidated financial statements of Ecoark Holdings and its subsidiaries and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condensed consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and do not contain certain information included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2019. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. Reclassifications The Company has reclassified certain amounts in the September 30, 2018 condensed consolidated financial statements to be consistent with the September 30, 2019 presentation. Reclassifications relating to the discontinued operations are described in Note 2. The reclassifications had no impact on net loss or net cash flows for the six months ended September 30, 2018. Segment Information The Company follows the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 280-10 Segment Reporting. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02 and later updated with ASU 2019-01 in March 2019 Leases (Topic 842). In June 2018, the FASB issued ASU 2018-07 Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. There were other updates recently issued which represent technical corrections to the accounting literature or application to specific industries or transactions that are not expected to have a material impact, if any impact, on the Company's financial position, results of operations or cash flows. Going Concern The Company has experienced losses from operations resulting in an accumulated deficit of $121,921 since inception. The accumulated deficit together with losses of $6,035 for the six months ended September 30, 2019, and net cash used in operating activities in the six months ended September 30, 2019 of $3,134, have resulted in the uncertainty of the Company's ability to continue as a going concern. These condensed consolidated financial statements of the Company have been prepared assuming 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 has raised additional capital through various offerings in addition to a credit facility. The Company's ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing and the successful development of the Company's strategic plan to achieve profitability are necessary for the Company to continue operations. There can be no assurance that such capital will be available or on terms acceptable to the Company. The Company intends to further develop its product offerings and customer bases and has opportunities from the Trend Holdings acquisition. The Company's plans to achieve profitability include evaluating the cost structure and processes of its operations, both at the margin and operating expense levels, as well as pursuing additional strategic acquisitions and dispositions. The ability to successfully resolve these factors raises substantial doubt about the Company's ability to continue as a going concern as determined by management. The condensed consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 2: DISCONTINUED OPERATIONS As a result of receiving letters of intent for the sale of key assets of Sable, Pioneer and Magnolia Solar, and the approval by the Company's Board in May 2018 to sell the assets, those assets were included in assets held for sale and their operations included in discontinued operations. All discontinued operations have been sold or ceased operations by September 30, 2019, so there are no remaining assets or liabilities of the discontinued operations. Carrying amounts of major classes of assets and liabilities classified as held for sale and included as part of discontinued operations in the condensed consolidated balance sheet as of March 31, 2019 consisted of the following: Other current assets $ 23 Current assets – held for sale $ 23 Accounts payable $ 23 Accrued liabilities 11 Current liabilities – held for sale $ 34 Major line items constituting loss from discontinued operations in the condensed consolidated statements of operations consisted of the following: Six months ended 2019 2018 Revenue $ - $ 2,479 Cost of revenue - 2,845 Gross loss - (366 ) Operating expenses - 224 Loss from discontinued operations $ - $ (590 ) Non-cash expenses $ - $ 61 After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance due to the uncertainty of realizing income tax benefit for all periods presented, and the income tax provision for all periods presented was considered immaterial. Thus, no separate tax provision or benefit relating to discontinued operations is included here or on the face of the condensed consolidated statements of operations. Non-cash expenses above consist principally of depreciation, amortization and impairment expense. Capital expenditures of discontinued operations were principally at Sable and amounted to $0 and $166 for the six months ended September 30, 2019 and 2018, respectively. |
Restatements
Restatements | 6 Months Ended |
Sep. 30, 2019 | |
Restatement [Abstract] | |
RESTATEMENTS | NOTE 3: RESTATEMENTS In connection with the preparation of the Company's consolidated financial statements as of and for the fiscal year ended March 31, 2019, the Company identified inadvertent errors in the accounting for certain embedded derivative liabilities associated with warrants issued as a part of capital raises in 2017 and 2018. In connection with those capital raises, proceeds (net of fees) were accounted for as equity. Upon further evaluation, the Company determined that a portion of the capital raised should have been accounted for as liabilities with fair value changes recorded in the Company's consolidated statements of operations. Accordingly, the Company restated its previously issued consolidated financial statements and the related disclosures for the fiscal year ended March 31, 2018 and interim periods in fiscal years 2018 and 2019 as well as an adjustment to the opening balance sheet for the first interim period of fiscal 2018 (the "Restated Periods"). The adjustment to the opening balance sheet as of April 1, 2017 consisted of establishing a current derivative liability of $3,351, offset by a reduction in additional paid-in-capital of $4,180 and a reduction of accumulated deficit of $829. The categories of misstatements and their impact on previously reported consolidated financial statements are described below: Derivative Liability: Stockholders' Deficit: Change in Fair Value of Derivative Liabilities: In addition to the restatement of the financial statements, certain information within the notes to the financial statements referred to below that were included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2019 were impacted. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. Note 1: Organization and Summary of Significant Accounting Policies Note 9: Warrant Derivative Liabilities Note 13: Stockholders' Equity (Deficit) Note 18: Fair Value Measurements The financial statement misstatements reflected in previously issued consolidated financial statements did not impact cash flows from operations, investing, or financing activities in the Company's consolidated statements of cash flows for any period previously presented, however they did impact individual line items. Comparison of restated financial statements to financial statements as previously reported The following tables compare the Company's previously issued Consolidated Balance Sheet, Consolidated Statement of Operations and Consolidated Statement of Cashflows for the periods ended September 30, 2018 to the corresponding restated consolidated financial statements for those periods. CONSOLIDATED BALANCE SHEET September 30, Restatement September 30, 2018 Adjustments 2018 (As Reported) (Restated) ASSETS CURRENT ASSETS Cash ($35 pledged as collateral for credit) $ 2,323 $ 2,323 Accounts receivable, net of allowance of $87 1,216 1,216 Prepaid expenses and other current assets 217 217 Current assets held for sale 768 768 Total current assets 4,524 4,524 NON-CURRENT ASSETS Property and equipment, net 2,297 2,297 Intangible assets, net 1,269 1,269 Non-current assets held for sale 1,137 1,137 Other assets 27 27 Total non-current assets 4,730 4,730 TOTAL ASSETS $ 9,254 $ 9,254 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 1,243 $ 1,243 Accrued liabilities 869 869 Warrant derivative liabilities $ 5,228 5,228 Current liabilities held for sale 3 3 Total current liabilities 2,115 5,228 7,343 COMMITMENTS AND CONTINGENCIES Total liabilities 2,115 5,228 7,343 STOCKHOLDERS' EQUITY (Numbers of shares rounded to thousands) Preferred stock, $0.001 par value; 5,000 shares authorized; none issued Common stock, $0.001 par value; 100,000 shares authorized, 49,533 shares issued and 48,972 shares outstanding 53 53 Additional paid-in-capital 128,740 (16,409 ) 112,331 Accumulated deficit (119,994 ) 11,181 (108,813 ) Treasury stock, at cost (1,660 ) (1,660 ) Total stockholders' equity 7,139 (5,228 ) 1,911 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,254 $ - $ 9,254 CONSOLIDATED STATEMENT OF OPERATIONS Three Months Ended Six Months Ended September 30, 2018 September 30, 2018 (As Reported) Restatement Adjustments (Restated) (As Reported) Restatement Adjustments (Restated) CONTINUING OPERATIONS: REVENUES $ 286 $ 286 $ 1,039 $ 1,039 COST OF REVENUES 207 207 637 637 GROSS PROFIT (LOSS) 79 79 402 402 OPERATING EXPENSES: Selling, general and administrative 2,493 2,493 4,584 4,584 Depreciation, amortization, and impairment 308 308 617 617 Research and development 771 771 1,641 1,641 Total operating expenses 3,572 3,572 6,842 6,842 Loss from continuing operations before other expenses (3,493 ) (3,493 ) (6,440 ) (6,440 ) OTHER INCOME (EXPENSE): Change in fair value of derivative liability $ 715 $ 715 $ 1,036 1,036 (Interest expense), net of interest income 4 4 (7 ) (7 ) Total other expenses 4 715 719 (7 ) 1,036 1,029 LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES (3,489 ) 715 (2,774 ) (6,447 ) 1,036 (5,411 ) DISCONTINUED OPERATIONS: Loss from discontinued operations (576 ) (576 ) (1,166 ) (1,166 ) Gain on disposal of discontinued operations - - - - Total discontinued operations (576 ) (576 ) (1,166 ) (1,166 ) PROVISION FOR INCOME TAXES - - - - NET LOSS $ (4,065 ) 715 $ (3,350 ) $ (7,613 ) 1,036 $ (6,577 ) NET LOSS PER SHARE Basic and diluted: Continuing operations $ (0.07 ) $ (0.07 ) $ (0.13 ) $ (0.13 ) Discontinued operations (0.01 ) (0.01 ) (0.02 ) (0.02 ) Total $ (0.08 ) $ (0.08 ) $ (0.15 ) $ (0.15 ) SHARES USED IN CALCULATION OF NET LOSS PER SHARE Basic and diluted 50,500 50,500 49,739 49,739 CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended September 30, 2018 As Restatement Adjustments Restated Cash flows from operating activities: Net loss $ (7,613 ) $ 1,036 $ (6,577 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation, amortization and impairment 617 617 Shares of common stock issued for services rendered 200 200 Share-based compensation – stock – employees 1,900 1,900 Loss from discontinued operations 1,166 1,166 Change in fair value of derivative liabilities - (1,036 ) (1,036 ) Changes in assets and liabilities: Accounts receivable 1,401 1,401 Inventory (147 ) (147 ) Prepaid expenses 13 13 Other current assets 35 35 Accounts payable (1,134 ) (1,134 ) Accrued liabilities (226 ) (226 ) Net cash used in operating activities of continuing operations (3,788 ) (3,788 ) Net cash used in discontinued operations (1,114 ) (1,114 ) Net cash used in operating activities (4,902 ) (4,902 ) Cash flows from investing activities: Purchases of property and equipment (18 ) (18 ) Net cash used in investing activities of continuing operations (18 ) (18 ) Net cash used in investing activities of discontinued operations (166 ) (166 ) Net cash used in investing activities (184 ) (184 ) Cash flows from financing activities: Proceeds from issuance of common stock, net of fees 4,221 4,221 Repayment of debt (500 ) (500 ) Purchase of treasury shares from employees for tax withholdings (42 ) (42 ) Net cash provided by financing activities 3,679 3,679 NET INCREASE (DECREASE) IN CASH (1,407 ) (1,407 ) Cash - beginning of period 3,730 3,730 Cash - end of period $ 2,323 $ 2,323 SUPPLEMENTAL DISCLOSURES: Cash paid for interest $ 11 $ 11 Cash paid for income taxes $ - $ - |
Revenue
Revenue | 6 Months Ended |
Sep. 30, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
REVENUE | NOTE 4: REVENUE The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Custo The following table disaggregates the Company's revenue by major source: Six Months Ended September 30, 2019 2018 (Unaudited) (Unaudited) Revenue: Professional services $ 51 $ 1,000 Software as a Service 28 39 $ 79 $ 1,039 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5: PROPERTY AND EQUIPMENT Property and equipment consisted of the following: September 30, 2019 March 31, 2019 (Unaudited) Zest Labs freshness hardware $ 2,493 $ 2,493 Computers and software costs 222 222 Machinery and equipment 200 200 Total property and equipment 2,915 2,915 Accumulated depreciation and impairment (2,239 ) (2,091 ) Property and equipment, net $ 676 $ 824 Depreciation expense for the six months ended September 30, 2019 and 2018 was $148 and $340, respectively. Depreciation expense for the three months ended September 30, 2019 and 2018 was $71 and $169, respectively. Property and equipment for Sable was reclassified as assets held for sale as more fully described in Note 2 and accordingly depreciation expense for Sable through May 2018 was included in the loss from discontinued operations. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6: INTANGIBLE ASSETS Intangible assets consisted of the following: September 30, March 31, (Unaudited) Goodwill $ 3,223 $ - Patents 1,013 1,013 Outsourced vendor relationships 1,017 1,017 Non-compete agreements 340 340 Total intangible assets 5,593 2,370 Accumulated amortization and impairment (2,370 ) (2,370 ) Intangible assets, net $ 3,223 $ - The goodwill was recorded as part of the acquisition of Trend Holdings more fully described in Note 15. The patents were recorded as part of the acquisition of Zest Labs. The outsourced vendor relationships and non-compete agreements were recorded as part of the acquisition of 440labs. The intangible assets of Zest Labs and 440labs were fully impaired as of March 31, 2019. Amortization expense for the six months ended September 30, 2019 and 2018 was $0 and $276, respectively. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | NOTE 7: ACCRUED LIABILITIES Accrued liabilities consisted of the following: September 30, March 31, (Unaudited) Vacation and paid time off $ 189 $ 345 Professional fees and consulting costs 334 150 Accrued interest 158 11 Lease liability 8 95 Payroll and employee expenses 44 50 Legal fees 72 108 Other 67 69 $ 872 $ 828 |
Warrant Derivative Liabilities
Warrant Derivative Liabilities | 6 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANT DERIVATIVE LIABILITIES | NOTE 8: WARRANT DERIVATIVE LIABILITIES As described in Note 3, the Company issued common stock and warrants in several private placements in March 2017, May 2017, March 2018 and August 2018. The March and May 2017 and March and August 2018 warrants (collectively the "Derivative Warrant Instruments") are classified as liabilities. The Derivative Warrant Instruments have been accounted for utilizing ASC 815 "Derivatives and Hedging". The Company identified embedded features in the March and May 2017 warrants which caused the warrants to be classified as a liability. These embedded features included the implicit right for the holders to request that the Company settle the warrants in registered shares. Since maintaining an effective registration of shares is potentially outside the control of the Company, these warrants were classified as liabilities as opposed to equity. The accounting treatment of derivative financial instruments requires that the Company treat the whole instrument as liability and record the fair value of the instrument as derivatives as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet date. On October 28, 2019, the Company issued 2,243 shares of the Company's common stock to investors in exchange for the March and May 2017 warrants. Upon the issuance of the 2,243 shares, the March and May 2017 warrants were extinguished. The Company identified embedded features in the March and August 2018 warrants which caused the warrants to be classified as a liability. These embedded features included the right for the holders to request that the Company cash settle the warrant instruments from the holder by paying to the holder an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of the Derivative Warrant Instruments on the date of the consummation of a fundamental transaction. The accounting treatment of derivative financial instruments requires that the Company treat the whole instrument as liability and record the fair value of the instrument as derivatives as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet date. On July 12, 2019, the March and August 2018 warrants were exchanged for 4,277 shares of Company common stock, and all of those warrants were extinguished. The fair value of the shares issued was $3,293, and the fair value of the warrants was $2,455 resulting in a loss of $839 that was recognized on the exchange. As described further in Note 12 below, on August 22, 2019 the Company issued warrants that can be exercised in exchange for 3,922 shares of Company common stock to investors that invested in shares of Company preferred stock. The fair value of those warrants was estimated to be $1,576 at inception and $1,422 as of September 30, 2019. The accounting treatment for those warrants and the related issuance was consistent with that described in this note and in Note 3. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of September 30, 2019. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black-Scholes valuation model. The following assumptions were used in September 30, 2019 and March 31, 2019 and at inception: Six Months Ended Year Ended September 30, March 31, Inception Expected term 2.50 - 4.92 years 3.00 - 4.42 years 5.00 years Expected volatility 97 % 96 % 91% - 107 % Expected dividend yield - - - Risk-free interest rate 1.55 % 2.23 % 1.50% - 2.77 % The Company's derivative liabilities associated with the warrants are as follows: September 30, March 31, Inception Fair value of 1,000 March 17, 2017 warrants $ 280 $ 256 $ 4,609 Fair value of 1,850 May 22, 2017 warrants 540 505 7,772 Fair value of 2,565 March 16, 2018 warrants - 1,040 3,023 Fair value of 2,969 August 14, 2018 warrants - 1,303 2,892 Fair value of 3,922 August 22, 2019 warrants 1,422 - 1,576 $ 2,242 $ 3,104 $ 19,872 During the six months ended September 30, 2019 and 2018 the Company recognized changes in the fair value of the derivative liabilities of $(16) and $1,036, respectively. As described in Note 12 below, the March and August 2018 warrants were exchanged for 4,277 shares of Company common stock and thus were no longer outstanding as of September 30, 2019. See additional details on warrant transactions subsequent to September 30, 2019 in Note 19 below describing that the March and May 2017 warrants were exchanged for 2,243 shares of Company common stock in October 2019, and additional warrants were issued on November 11, 2019. |
Note Payable
Note Payable | 6 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | NOTE 9: NOTE PAYABLE On December 28, 2018, the Company entered into a $10,000 credit facility that includes a loan and security agreement (the "Agreement") where the lender agreed to make one or more loans to the Company, and the Company may make a request for a loan or loans from the lender, subject to the terms and conditions. The Company is required to pay interest biannually on the outstanding principal amount of each loan calculated at an annual rate of 12%. The loans are evidenced by a demand note executed by the Company. The Company is able to request draws from the lender up to $1,000 with a cap of $10,000, including the $1,000 advanced on December 28, 2018 and an additional $350 advanced through March 31, 2019, and an additional $985 advanced during the six months ended September 30, 2019. If principal is prepaid, the loans may not be re-borrowed and the cap of $10,000 shall be reduced. The Company may make a request for a loan or loans from the lender, at any one time and from time to time, from the date of the Agreement until the earlier of (i) demand by the lender or (ii) December 27, 2020 or the earlier termination of the Agreement pursuant to the terms thereof. Loans made pursuant to the Agreement are secured by a security interest in the Company's collateral held with the lender and guaranteed by the Company's subsidiary, Zest Labs. The Company pays to the lender a commitment fee on the principal amount of each loan requested thereunder in the amount of 3.5% of the amount thereof. The Company also paid an arrangement fee of $300 to the lender which was paid upon execution of the Agreement. The aforementioned fees were and are netted from proceeds advanced and are recorded as interest expense. Zest Labs is a plaintiff in a litigation styled as Zest Labs, Inc. vs Walmart, Inc., Case Number 4:18-cv-00500 Subject to customary carve-outs, the Agreement contains customary negative covenants and restrictions for agreements of this type on actions by the Company including, without limitation, restrictions on indebtedness, liens, investments, loans, consolidation, mergers, dissolution, asset dispositions outside the ordinary course of business, change in business and restriction on use of proceeds. In addition, the Agreement requires compliance by the Company of covenants including, but not limited to, furnishing the lender with certain financial reports and protecting and maintaining its intellectual property rights. The Agreement contains customary events of default, including, without limitation, non-payment of principal or interest, violation of covenants, inaccuracy of representations in any material respect and cross defaults with certain other indebtedness and agreements. Interest expense on the note for the three and six months ended September 30, 2019 was $60 and $122, respectively. |
Notes Payable - Related Parties
Notes Payable - Related Parties | 6 Months Ended |
Sep. 30, 2019 | |
Notes Payable Related Party [Abstract] | |
NOTES PAYABLE - RELATED PARTIES | NOTE 10: NOTES PAYABLE - RELATED PARTIES A board member advanced $328 to the Company through September 30, 2019, under the terms of a note payable that bears 10% simple interest per annum, and the principal balance along with accrued interest is payable July 30, 2020 or upon demand. Interest expense on the note for the six months ended September 30, 2019 was $10. William B. Hoagland, Principal Financial Officer, advanced $30 to the Company in May 2019 pursuant to a note with the same terms as the note with the board member. Randy May, CEO, advanced $45 to the Company in August 2019 pursuant to a note with the same terms as the note with the board member. Interest expense on both of these notes was not material. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 11: LONG-TERM DEBT The Company had a secured convertible promissory note ("convertible note") bearing interest at 10% per annum, entered into on January 10, 2017 for $500 with the principal due in one lump sum payment on or before July 10, 2018. The principal along with accrued interest of $11 was paid on July 2, 2018. Interest expense on debt for the six months ended September 30, 2019 and 2018 was $0 and $11, respectively. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 12: STOCKHOLDERS' EQUITY Ecoark Holdings Preferred Stock On March 18, 2016, the Company created 5,000 shares of "blank check" preferred stock, par value $0.001. On August 21, 2019 (the "Effective Date"), the Company and two accredited investors entered into a Securities Purchase Agreement pursuant to which the Company sold and issued to the investors an aggregate of 2 shares of Series B Convertible Preferred Stock, par value $0.001 per share at a price of $1,000 per share. Pursuant to the Securities Purchase Agreement, the Company issued to each investor a warrant (a "Warrant") to purchase a number of shares of common stock of the Company, par value $0.001 per share ("Common Stock"), equal to the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock purchased by the investor. Each Warrant has an exercise price equal to $0.51, subject to full ratchet price only anti-dilution provisions in accordance with the terms of the Warrants (the "Exercise Price"), and is exercisable for five years after the Effective Date. In addition, if the market price of the Common Stock on the 11 month anniversary of the closing date of the offering is less than $0.51, holder of the warrants shall be entitled to receive additional shares of common stock based on the number of shares of common stock that would have been issuable upon conversion of the Series B Convertible Preferred Stock had the initial conversion price been equal to the market price at such time (but not less than $0.25) less the number of shares of common stock issued or issuable upon exercise of the Series B Convertible Preferred Stock based on the $0.51 conversion price. The Company also agreed to amend the current exercise price of the warrants that the investors received in connection with the Securities Purchase Agreements dated March 14, 2017 (the "March Warrants") and May 22, 2017 (the "May Warrants" and, together with the March Warrants, the "Existing Securities"). The Existing Securities have a current exercise price of $0.59, which was amended from $2.50 on July 12, 2019. The current exercise price for the Existing Securities shall be amended to reduce the exercise price to $0.51 on August 21, 2019, subject to adjustment pursuant to the provisions of the Existing Securities. Each share of the Series B Preferred Stock has a par value of $0.001 per share and a stated value equal to $1,000 (the "Stated Value") and is convertible at any time at the option of the holder into the number of shares of Common Stock determined by dividing the stated value by the conversion price of $0.51, subject to certain limitations and adjustments (the "Conversion Price"). The Company received gross proceeds from the Private Placement of $2,000, before deducting transaction costs, fees and expenses payable by the Company. The Company intends to use the net proceeds of the Private Placement to support the Company's general working capital requirements. As required by the Securities Purchase Agreement, each director and officer of the Company has previously entered into a lock-up agreement with the Company whereby each director and officer has agreed that during the period commencing from the Effective Date until 120 days after the Effective Date, such director or officer will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of or enter into any transaction to dispose of, or establish or increase a put position or liquidate or decrease a call position, with respect to any share of Common Stock or securities convertible, exchangeable or exercisable into, shares of Common Stock. On August 21, 2019, the Company issued 300 shares of common stock to advisors that assisted with the securities purchase agreement and exchange agreement. On October 15, 2019, nearly all the Series B Preferred Stock shares were converted into 3,761 shares of Common Stock. On November 11, 2019, the Company and two accredited investors (each an "Investor" and, collectively, the "Investors") entered into a securities purchase agreement (the "Securities Purchase Agreement") pursuant to which the Company sold and issued to the Investors an aggregate of 1 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"), at a price of $1,000 per share (the "Private Placement"). Pursuant to the Securities Purchase Agreement, the Company issued to each Investor a warrant (a "Warrant") to purchase a number of shares of common stock of the Company, par value $0.001 per share ("Common Stock"), equal to the number of shares of Common Stock issuable upon conversion of the Series C Preferred Stock purchased by the Investor. Each Warrant has an exercise price equal to $0.73, subject to full ratchet price only anti-dilution provisions in accordance with the terms of the Warrants (the "Exercise Price"), and is exercisable for five years after the Effective Date. In addition, if the market price of the Common Stock for the five trading days prior to July 22, 2020 is less than $0.73, holder of the warrants shall be entitled to receive additional shares of common stock based on the number of shares of common stock that would have been issuable upon conversion of the Series C Convertible Preferred Stock had the initial conversion price been equal to the market price at such time (but not less than $0.25) less the number of shares of common stock issued or issuable upon exercise of the Series C Convertible Preferred Stock based on the $0.73 conversion price. Each share of the Series C Preferred Stock has a par value of $0.001 per share and a stated value equal to $1,000 (the "Stated Value") and is convertible at any time at the option of the holder into the number of shares of Common Stock determined by dividing the stated value by the conversion price of $0.73, subject to certain limitations and adjustments (the "Conversion Price"). The Company received gross proceeds from the Private Placement of $1,000, before deducting transaction costs, fees and expenses payable by the Company. The Company intends to use the net proceeds of the Private Placement to support the Company's general working capital requirements. As required by the Securities Purchase Agreement, each director and officer of the Company has previously entered into a lock-up agreement with the Company whereby each director and officer has agreed that during the period commencing from the Effective Date until 120 days after the Effective Date, such director or officer will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of or enter into any transaction to dispose of, or establish or increase a put position or liquidate or decrease a call position, with respect to any share of Common Stock or securities convertible, exchangeable or exercisable into, shares of Common Stock. Ecoark Holdings Common Stock The Company has 100,000 shares of common stock, par value $0.001 which were authorized on March 18, 2016. The Company has outstanding warrants as of September 30, 2019 that are exercisable into 7,657 shares of common stock. On July 12, 2019, the Company entered into an exchange agreement with investors that are the holders of warrants. As a result of a cashless exercise, the Company issued 4,277 shares of the Company's common stock to the investors. Upon the issuance of the 4,277 shares, warrants for 5,677 shares were extinguished. The fair value of the shares issued was $3,293, and the fair value of the warrants was $2,455 resulting in a loss of $839 that was recognized on the exchange. On August 21, 2019, the Company issued 300 shares to advisors that assisted with the securities purchase agreement and exchange agreement. On October 15, 2019, nearly all the Series B Preferred Stock shares were converted into 3,761 shares of Common Stock. On October 28, 2019, the Company issued 2,243 shares of the Company's common stock to investors in exchange for the March and May 2017 warrants. Upon the issuance of the 2,243 shares, the March and May 2017 warrants were extinguished. On October 31, 2019, the Company issued 120 shares of common stock for services rendered. Share-based Compensation Share-based compensation expense is included in selling, general and administrative expense in the condensed consolidated statements of operations as follows: 2013 2017 Non-Qualified Common Stock Total Six months ended September 30, 2019 Directors $ - $ 200 $ - $ - $ 200 Employees - 231 669 - 900 Services - 111 - 211 322 $ - $ 542 $ 669 $ 211 $ 1,422 Six months ended September 30, 2018 Directors $ - $ 200 $ - $ - $ 200 Employees 285 286 1,329 - 1,900 Services - - - - - $ 285 $ 486 1,329 $ - $ 2,100 |
Income Taxes
Income Taxes | 6 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13: INCOME TAXES The Company has a net operating loss carryforward for tax purposes totaling approximately $103,208 at September 30, 2019. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after certain ownership shifts. The provision (benefit) for income taxes for the six months ended September 30, 2019 and 2018 differs from the amount expected as a result of applying statutory tax rates to the losses before income taxes principally due to establishing a valuation allowance to fully offset the potential income tax benefit. 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 taxable income is uncertain, the Company has recorded a full valuation allowance against deferred tax assets. The Company's deferred tax assets are summarized as follows: September 30, March 31, (Unaudited) Net operating loss carryover $ 21,674 $ 23,327 Depreciable and amortizable assets 1,733 1,761 Share-based compensation 3,852 3,586 Accrued liabilities 57 57 Allowance for bad debts 120 120 Warrant derivative liabilities (2,887 ) (2,884 ) Other 382 381 Total 24,931 26,348 Less: valuation allowance (24,931 ) (26,348 ) Net deferred tax asset $ - $ - After consideration of all the evidence, both positive and negative, management has recorded a full valuation allowance at September 30, 2019 and March 31, 2019, due to the uncertainty of realizing the deferred income tax assets. The valuation allowance decreased by $1,417 in the six months ended September 30, 2019. The Company has not identified any uncertain tax positions and has not received any significant notices from tax authorities. |
Concentrations
Concentrations | 6 Months Ended |
Sep. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 14: CONCENTRATIONS Concentration of Credit Risk. Supplier Concentration. The Company occasionally maintains cash balances in excess of the FDIC insured limit. The Company does not consider this risk to be material. |
Acquisition of Trend Discovery
Acquisition of Trend Discovery Holdings, Inc. | 6 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
ACQUISITION OF TREND DISCOVERY HOLDINGS, INC. | NOTE 15: ACQUISITION OF TREND DISCOVERY HOLDINGS, INC. On May 31, 2019, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Trend Discovery Holdings Inc., a Delaware corporation ("Trend Holdings") for the Company to acquire 100% of Trend Holdings pursuant to a merger of Trend Holdings with and into the Company (the "Merger"). The Merger was completed as agreed in the Merger Agreement, the Company is the surviving entity in the Merger and the separate corporate existence of Trend Holdings has ceased to exist. Pursuant to the Merger, each of the 1,000 issued and outstanding shares of common stock of Trend Holdings was converted into 5,500 shares of the Company's common stock. No cash was paid relating to the acquisition. The Company acquired the assets and liabilities noted below in exchange for the 5,500 shares and accounted 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 (subject to adjustment): Cash $ 3 Receivables 10 Other assets 1 Goodwill 3,223 $ 3,237 The Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The excess of the purchase price over the total of estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. In order to ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed for Trend Holdings, we may engage a third-party independent valuation specialist, however as of the date of this report, the valuation has not been undertaken. The Company has estimated the preliminary purchase price allocations based on historical inputs and data as of May 31, 2019. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) finalization of the valuations and useful lives for intangible assets; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration. During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets or liabilities as of that date. The Company expects the purchase price allocations for the acquisition of Trend Holdings to be completed by the end of the fourth quarter of fiscal 2020. The Company estimated the fair value of the Company's shares issued on a preliminary basis based on an average of quoted market value. The goodwill is not expected to be deductible for tax purposes. The following table shows pro-forma results for the six months ended September 30, 2019 as if the acquisition had occurred on April 1, 2018. These unaudited pro forma results of operations are based on the historical financial statements and related notes of Trend Holdings and the Company. Six Months Ended September 30, 2019 2018 (Unaudited) (Unaudited) Revenues $ 90 $ 1,076 Net loss $ (6,033 ) (6,550 ) Net loss per share $ (0.10 ) $ (0.12 ) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 16: COMMITMENTS AND CONTINGENCIES Legal Proceedings On August 1, 2018, Ecoark Holdings, Inc. and Zest Labs, Inc. filed a complaint against Walmart Inc. in the United States District Court for the Eastern District of Arkansas, Western Division. The complaint includes claims for violation of the Arkansas Trade Secrets Act, violation of the federal Defend Trade Secrets Act, breach of contract, unfair competition, unjust enrichment, breach of the covenant of good faith and fair dealing, conversion and fraud. Ecoark Holdings and Zest Labs are seeking monetary damages and other related relief to the extent it is deemed proper by the court. The Company does not believe that expenses incurred in pursuing the complaint will have a material effect on the Company's net income or financial condition for the fiscal year ended March 31, 2020 or any individual fiscal quarter. On October 22, 2018, the Court issued an order setting a trial date of June 1, 2020. The order also established deadlines for the completion of fact discovery by October 15, 2019, opening expert reports on October 24, 2019, and dispositive motions, on January 22, 2020. The fact discovery phase is complete and the case is presently in the expert discovery phase. On December 12, 2018, a complaint was filed against the Company in the Twelfth Judicial Circuit in Sarasota County, Florida by certain investors who invested in the Company before it was public. The complaint alleges that the investment advisors who solicited the investors to invest into the Company made omissions and misrepresentations concerning the Company and the shares. The Company filed a motion to dismiss the complaint which is pending. Operating Leases The Company leased operating and office facilities for various terms under long-term, non-cancelable operating lease agreements. The only remaining lease obligation at September 30 is for the Zest Labs facility in San Jose, California that expires in December 2019. Rent expense was as follows for the six months ended September 30: 2019 2018 Continuing operations $ 122 $ 111 Discontinued operations - 207 Total $ 122 $ 318 Rent expense of continuing operations for the three months ended September 30, 2019 and 2018 was $68 and $39, respectively. Future minimum lease payments required under the Zest Labs operating lease are $25. On adoption of ASC 842 Leases |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Sep. 30, 2019 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 17: FAIR VALUE MEASUREMENTS The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets; Level 2 – 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 in which significant inputs and significant value drivers are observable in active markets; and Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash, accounts receivable and other receivables, accounts payable and accrued liabilities, notes payable, and amounts due to related parties. The fair value of cash is determined based on Level 1 inputs. There were no transfers into or out of "Level 3" during the periods ended September 30, 2019 and 2018. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The Company records the fair value of the warrant derivative liabilities disclosed in Note 8 in accordance with ASC 815, Derivatives and Hedging The following table presents assets and liabilities that are measured and recognized at fair value on a recurring basis: Level 1 Level 2 Level 3 September 30, 2019 Warrant derivative liabilities - - $ 2,242 March 31, 2019 Warrant derivative liabilities - - $ 3,104 |
Segment Information
Segment Information | 6 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 18: SEGMENT INFORMATION The Company follows the provisions of ASC 280-10 Disclosures about Segments of an Enterprise and Related Information Six Months Ended September 30, 2019 Trend Holdings Zest Labs Total Segmented operating revenues $ 52 $ 27 $ 79 Cost of revenues - 61 61 Gross profit (loss) 52 (34 ) 18 Total operating expenses net of depreciation, amortization, and impairment 200 4,717 4,917 Depreciation and amortization - 148 148 Other (income) expense - 990 990 Income (loss) from continuing operations $ (148 ) $ (5,889 ) $ (6,037 ) Three Months Ended September 30, 2019 Trend Holdings Zest Labs Total Segmented operating revenues $ 29 $ 15 $ 44 Cost of revenues - 16 16 Gross profit (loss) 29 (1 ) 28 Total operating expenses net of depreciation, amortization, and impairment 61 2,410 2,471 Depreciation and amortization - 71 71 Other (income) expense - 1,875 1,875 Income (loss) from continuing operations $ (32 ) $ (4,357 ) $ (4,389 ) Segmented assets as of September 30, 2019 Property and equipment, net $ - $ 676 $ 676 Intangible assets, net $ 3,223 $ - $ 3,223 Capital expenditures $ - $ - $ - |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19: SUBSEQUENT EVENTS On October 15, 2019, nearly all the Series B Preferred Stock shares were converted into 3,761 shares of Common Stock. On October 28, 2019, the Company entered into an Exchange Agreement with investors (the "Investors") that are the holders of warrants issued in the Company's purchase agreements entered into on (i) March 17, 2017 (the "March Purchase Agreement" and such warrants, the "March Warrants") and (ii) May 26, 2017 (the "May Purchase Agreement" and such warrants, the "May Warrants". The March Warrants and the May Warrants (collectively, the "Existing Securities") were amended to, among other amendments, reduce the exercise price of the Existing Securities to $0.51. Subject to the terms and conditions set forth in the Exchange Agreement and in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act"), the Company issued 2,243 shares of the Company's common stock to the Investors in exchange for the 2,875 of the Existing Securities. Upon the issuance of the 2,243 shares, the 2,875 Existing Securities were extinguished. On October 31, 2019, the Company issued 120 shares of common stock for services rendered. On November 11, 2019, the Company and two accredited investors (each an "Investor" and, collectively, the "Investors") entered into a securities purchase agreement (the "Securities Purchase Agreement") pursuant to which the Company sold and issued to the Investors an aggregate of 1 shares of Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"), at a price of $1,000 per share (the "Private Placement"). Pursuant to the Securities Purchase Agreement, the Company issued to each Investor a warrant (a "Warrant") to purchase a number of shares of common stock of the Company, par value $0.001 per share ("Common Stock"), equal to the number of shares of Common Stock issuable upon conversion of the Series C Preferred Stock purchased by the Investor. Each Warrant has an exercise price equal to $0.73, subject to full ratchet price only anti-dilution provisions in accordance with the terms of the Warrants (the "Exercise Price"), and is exercisable for five years after the Effective Date. In addition, if the market price of the Common Stock for the five trading days prior to July 22, 2020 is less than $0.73, holder of the warrants shall be entitled to receive additional shares of common stock based on the number of shares of common stock that would have been issuable upon conversion of the Series C Convertible Preferred Stock had the initial conversion price been equal to the market price at such time (but not less than $0.25) less the number of shares of common stock issued or issuable upon exercise of the Series C Convertible Preferred Stock based on the $0.73 conversion price. Each share of the Series C Preferred Stock has a par value of $0.001 per share and a stated value equal to $1,000 (the "Stated Value") and is convertible at any time at the option of the holder into the number of shares of Common Stock determined by dividing the stated value by the conversion price of $0.73, subject to certain limitations and adjustments (the "Conversion Price"). The Company received gross proceeds from the Private Placement of $1,000, before deducting transaction costs, fees and expenses payable by the Company. The Company intends to use the net proceeds of the Private Placement to support the Company's general working capital requirements. As required by the Securities Purchase Agreement, each director and officer of the Company has previously entered into a lock-up agreement with the Company whereby each director and officer has agreed that during the period commencing from the Effective Date until 120 days after the Effective Date, such director or officer will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of or enter into any transaction to dispose of, or establish or increase a put position or liquidate or decrease a call position, with respect to any share of Common Stock or securities convertible, exchangeable or exercisable into, shares of Common Stock. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements of Ecoark Holdings and its subsidiaries and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condensed consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The condensed consolidated financial statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and do not contain certain information included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2019. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. |
Reclassifications | Reclassifications The Company has reclassified certain amounts in the September 30, 2018 condensed consolidated financial statements to be consistent with the September 30, 2019 presentation. Reclassifications relating to the discontinued operations are described in Note 2. The reclassifications had no impact on net loss or net cash flows for the six months ended September 30, 2018. |
Segment Information | Segment Information The Company follows the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 280-10 Segment Reporting. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02 and later updated with ASU 2019-01 in March 2019 Leases (Topic 842). In June 2018, the FASB issued ASU 2018-07 Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. There were other updates recently issued which represent technical corrections to the accounting literature or application to specific industries or transactions that are not expected to have a material impact, if any impact, on the Company's financial position, results of operations or cash flows. |
Going Concern | Going Concern The Company has experienced losses from operations resulting in an accumulated deficit of $121,921 since inception. The accumulated deficit together with losses of $6,035 for the six months ended September 30, 2019, and net cash used in operating activities in the six months ended September 30, 2019 of $3,134, have resulted in the uncertainty of the Company's ability to continue as a going concern. These condensed consolidated financial statements of the Company have been prepared assuming 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 has raised additional capital through various offerings in addition to a credit facility. The Company's ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing and the successful development of the Company's strategic plan to achieve profitability are necessary for the Company to continue operations. There can be no assurance that such capital will be available or on terms acceptable to the Company. The Company intends to further develop its product offerings and customer bases and has opportunities from the Trend Holdings acquisition. The Company's plans to achieve profitability include evaluating the cost structure and processes of its operations, both at the margin and operating expense levels, as well as pursuing additional strategic acquisitions and dispositions. The ability to successfully resolve these factors raises substantial doubt about the Company's ability to continue as a going concern as determined by management. The condensed consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations of consolidated balance sheets | Other current assets $ 23 Current assets – held for sale $ 23 Accounts payable $ 23 Accrued liabilities 11 Current liabilities – held for sale $ 34 |
Schedule of loss from discontinued operations in the condensed consolidated statements | Six months ended 2019 2018 Revenue $ - $ 2,479 Cost of revenue - 2,845 Gross loss - (366 ) Operating expenses - 224 Loss from discontinued operations $ - $ (590 ) Non-cash expenses $ - $ 61 |
Restatements (Tables)
Restatements (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Restatement [Abstract] | |
Schedule of restated consolidated balance sheets and consolidated statements of operations and cashflows | CONSOLIDATED BALANCE SHEET September 30, Restatement September 30, 2018 Adjustments 2018 (As Reported) (Restated) ASSETS CURRENT ASSETS Cash ($35 pledged as collateral for credit) $ 2,323 $ 2,323 Accounts receivable, net of allowance of $87 1,216 1,216 Prepaid expenses and other current assets 217 217 Current assets held for sale 768 768 Total current assets 4,524 4,524 NON-CURRENT ASSETS Property and equipment, net 2,297 2,297 Intangible assets, net 1,269 1,269 Non-current assets held for sale 1,137 1,137 Other assets 27 27 Total non-current assets 4,730 4,730 TOTAL ASSETS $ 9,254 $ 9,254 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 1,243 $ 1,243 Accrued liabilities 869 869 Warrant derivative liabilities $ 5,228 5,228 Current liabilities held for sale 3 3 Total current liabilities 2,115 5,228 7,343 COMMITMENTS AND CONTINGENCIES Total liabilities 2,115 5,228 7,343 STOCKHOLDERS' EQUITY (Numbers of shares rounded to thousands) Preferred stock, $0.001 par value; 5,000 shares authorized; none issued Common stock, $0.001 par value; 100,000 shares authorized, 49,533 shares issued and 48,972 shares outstanding 53 53 Additional paid-in-capital 128,740 (16,409 ) 112,331 Accumulated deficit (119,994 ) 11,181 (108,813 ) Treasury stock, at cost (1,660 ) (1,660 ) Total stockholders' equity 7,139 (5,228 ) 1,911 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,254 $ - $ 9,254 CONSOLIDATED STATEMENT OF OPERATIONS Three Months Ended Six Months Ended September 30, 2018 September 30, 2018 (As Reported) Restatement Adjustments (Restated) (As Reported) Restatement Adjustments (Restated) CONTINUING OPERATIONS: REVENUES $ 286 $ 286 $ 1,039 $ 1,039 COST OF REVENUES 207 207 637 637 GROSS PROFIT (LOSS) 79 79 402 402 OPERATING EXPENSES: Selling, general and administrative 2,493 2,493 4,584 4,584 Depreciation, amortization, and impairment 308 308 617 617 Research and development 771 771 1,641 1,641 Total operating expenses 3,572 3,572 6,842 6,842 Loss from continuing operations before other expenses (3,493 ) (3,493 ) (6,440 ) (6,440 ) OTHER INCOME (EXPENSE): Change in fair value of derivative liability $ 715 $ 715 $ 1,036 1,036 (Interest expense), net of interest income 4 4 (7 ) (7 ) Total other expenses 4 715 719 (7 ) 1,036 1,029 LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES (3,489 ) 715 (2,774 ) (6,447 ) 1,036 (5,411 ) DISCONTINUED OPERATIONS: Loss from discontinued operations (576 ) (576 ) (1,166 ) (1,166 ) Gain on disposal of discontinued operations - - - - Total discontinued operations (576 ) (576 ) (1,166 ) (1,166 ) PROVISION FOR INCOME TAXES - - - - NET LOSS $ (4,065 ) 715 $ (3,350 ) $ (7,613 ) 1,036 $ (6,577 ) NET LOSS PER SHARE Basic and diluted: Continuing operations $ (0.07 ) $ (0.07 ) $ (0.13 ) $ (0.13 ) Discontinued operations (0.01 ) (0.01 ) (0.02 ) (0.02 ) Total $ (0.08 ) $ (0.08 ) $ (0.15 ) $ (0.15 ) SHARES USED IN CALCULATION OF NET LOSS PER SHARE Basic and diluted 50,500 50,500 49,739 49,739 CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended September 30, 2018 As Restatement Adjustments Restated Cash flows from operating activities: Net loss $ (7,613 ) $ 1,036 $ (6,577 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation, amortization and impairment 617 617 Shares of common stock issued for services rendered 200 200 Share-based compensation – stock – employees 1,900 1,900 Loss from discontinued operations 1,166 1,166 Change in fair value of derivative liabilities - (1,036 ) (1,036 ) Changes in assets and liabilities: Accounts receivable 1,401 1,401 Inventory (147 ) (147 ) Prepaid expenses 13 13 Other current assets 35 35 Accounts payable (1,134 ) (1,134 ) Accrued liabilities (226 ) (226 ) Net cash used in operating activities of continuing operations (3,788 ) (3,788 ) Net cash used in discontinued operations (1,114 ) (1,114 ) Net cash used in operating activities (4,902 ) (4,902 ) Cash flows from investing activities: Purchases of property and equipment (18 ) (18 ) Net cash used in investing activities of continuing operations (18 ) (18 ) Net cash used in investing activities of discontinued operations (166 ) (166 ) Net cash used in investing activities (184 ) (184 ) Cash flows from financing activities: Proceeds from issuance of common stock, net of fees 4,221 4,221 Repayment of debt (500 ) (500 ) Purchase of treasury shares from employees for tax withholdings (42 ) (42 ) Net cash provided by financing activities 3,679 3,679 NET INCREASE (DECREASE) IN CASH (1,407 ) (1,407 ) Cash - beginning of period 3,730 3,730 Cash - end of period $ 2,323 $ 2,323 SUPPLEMENTAL DISCLOSURES: Cash paid for interest $ 11 $ 11 Cash paid for income taxes $ - $ - |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Schedule of revenue by major source | Six Months Ended September 30, 2019 2018 (Unaudited) (Unaudited) Revenue: Professional services $ 51 $ 1,000 Software as a Service 28 39 $ 79 $ 1,039 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | September 30, 2019 March 31, 2019 (Unaudited) Zest Labs freshness hardware $ 2,493 $ 2,493 Computers and software costs 222 222 Machinery and equipment 200 200 Total property and equipment 2,915 2,915 Accumulated depreciation and impairment (2,239 ) (2,091 ) Property and equipment, net $ 676 $ 824 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | September 30, March 31, (Unaudited) Goodwill $ 3,223 $ - Patents 1,013 1,013 Outsourced vendor relationships 1,017 1,017 Non-compete agreements 340 340 Total intangible assets 5,593 2,370 Accumulated amortization and impairment (2,370 ) (2,370 ) Intangible assets, net $ 3,223 $ - |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Summary of accrued liabilities | September 30, March 31, (Unaudited) Vacation and paid time off $ 189 $ 345 Professional fees and consulting costs 334 150 Accrued interest 158 11 Lease liability 8 95 Payroll and employee expenses 44 50 Legal fees 72 108 Other 67 69 $ 872 $ 828 |
Warrant Derivative Liabilities
Warrant Derivative Liabilities (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of convertible notes and warrants estimated using Black-Scholes | Six Months Ended Year Ended September 30, March 31, Inception Expected term 2.50 - 4.92 years 3.00 - 4.42 years 5.00 years Expected volatility 97 % 96 % 91% - 107 % Expected dividend yield - - - Risk-free interest rate 1.55 % 2.23 % 1.50% - 2.77 % |
Schedule of warrant derivative liabilities | September 30, March 31, Inception Fair value of 1,000 March 17, 2017 warrants $ 280 $ 256 $ 4,609 Fair value of 1,850 May 22, 2017 warrants 540 505 7,772 Fair value of 2,565 March 16, 2018 warrants - 1,040 3,023 Fair value of 2,969 August 14, 2018 warrants - 1,303 2,892 Fair value of 3,922 August 22, 2019 warrants 1,422 - 1,576 $ 2,242 $ 3,104 $ 19,872 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of share-based compensation expense | 2013 2017 Non-Qualified Common Stock Total Six months ended September 30, 2019 Directors $ - $ 200 $ - $ - $ 200 Employees - 231 669 - 900 Services - 111 - 211 322 $ - $ 542 $ 669 $ 211 $ 1,422 Six months ended September 30, 2018 Directors $ - $ 200 $ - $ - $ 200 Employees 285 286 1,329 - 1,900 Services - - - - - $ 285 $ 486 1,329 $ - $ 2,100 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | September 30, March 31, (Unaudited) Net operating loss carryover $ 21,674 $ 23,327 Depreciable and amortizable assets 1,733 1,761 Share-based compensation 3,852 3,586 Accrued liabilities 57 57 Allowance for bad debts 120 120 Warrant derivative liabilities (2,887 ) (2,884 ) Other 382 381 Total 24,931 26,348 Less: valuation allowance (24,931 ) (26,348 ) Net deferred tax asset $ - $ - |
Acquisition of Trend Discover_2
Acquisition of Trend Discovery Holdings, Inc. (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of fair values at effective date of acquisition the purchase price | Cash $ 3 Receivables 10 Other assets 1 Goodwill 3,223 $ 3,237 |
Schedule of unaudited pro forma results of operations | Six Months Ended September 30, 2019 2018 (Unaudited) (Unaudited) Revenues $ 90 $ 1,076 Net loss $ (6,033 ) (6,550 ) Net loss per share $ (0.10 ) $ (0.12 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of rent expenses for operating lease | 2019 2018 Continuing operations $ 122 $ 111 Discontinued operations - 207 Total $ 122 $ 318 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Fair Value Measurements [Abstract] | |
Schedule of assets and liabilities that are measured and recognized at fair value on a recurring basis | Level 1 Level 2 Level 3 September 30, 2019 Warrant derivative liabilities - - $ 2,242 March 31, 2019 Warrant derivative liabilities - - $ 3,104 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Six Months Ended September 30, 2019 Trend Holdings Zest Labs Total Segmented operating revenues $ 52 $ 27 $ 79 Cost of revenues - 61 61 Gross profit (loss) 52 (34 ) 18 Total operating expenses net of depreciation, amortization, and impairment 200 4,717 4,917 Depreciation and amortization - 148 148 Other (income) expense - 990 990 Income (loss) from continuing operations $ (148 ) $ (5,889 ) $ (6,037 ) Three Months Ended September 30, 2019 Trend Holdings Zest Labs Total Segmented operating revenues $ 29 $ 15 $ 44 Cost of revenues - 16 16 Gross profit (loss) 29 (1 ) 28 Total operating expenses net of depreciation, amortization, and impairment 61 2,410 2,471 Depreciation and amortization - 71 71 Other (income) expense - 1,875 1,875 Income (loss) from continuing operations $ (32 ) $ (4,357 ) $ (4,389 ) Segmented assets as of September 30, 2019 Property and equipment, net $ - $ 676 $ 676 Intangible assets, net $ 3,223 $ - $ 3,223 Capital expenditures $ - $ - $ - |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)Segments | Sep. 30, 2018USD ($) | Mar. 31, 2019USD ($) | |
Organization and Summary of Significant Accounting Policies (Textual) | |||||
Net loss | $ (4,389) | $ (3,350) | $ (6,035) | $ (6,577) | |
Accumulated deficit | $ (121,921) | (121,921) | $ (115,886) | ||
Cash used in operating activities | $ (3,134) | $ (4,902) | |||
Additional operating liabilities, description | The Company recognized additional operating liabilities of approximately $99, with corresponding right of use assets of $99 based on the present value of the remaining minimum rental payments under leasing standards for existing operating leases. | ||||
Number of segments | Segments | 2 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Other current assets | $ 23 | |
Current assets - held for sale | 23 | |
Accounts payable | 23 | |
Accrued liabilities | 11 | |
Current liabilities - held for sale | $ 34 |
Discontinued Operations (Deta_2
Discontinued Operations (Details 1) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue | $ 2,479 | |
Cost of revenue | 2,845 | |
Gross loss | (366) | |
Operating expenses | 224 | |
Loss from discontinued operations | (590) | |
Non-cash expenses | $ 61 |
Discontinued Operations (Deta_3
Discontinued Operations (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Discontinued Operations (Textual) | ||
Capital expenditures of discontinued operations | $ 0 | $ 166 |
Restatements (Details)
Restatements (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 |
CURRENT ASSETS | ||||||
Cash ($35 pledged as collateral for credit) | $ 449 | $ 244 | $ 2,323 | $ 3,730 | ||
Accounts receivable, net of allowance of $87 | 53 | 520 | ||||
Prepaid expenses and other current assets | 216 | 900 | ||||
Current assets held for sale | 23 | |||||
Total current assets | 718 | 1,687 | ||||
NON-CURRENT ASSETS | ||||||
Property and equipment, net | 676 | 824 | ||||
Intangible assets, net | 3,223 | |||||
Other assets | 25 | 27 | ||||
Total non-current assets | 3,924 | 851 | ||||
TOTAL ASSETS | 4,642 | 2,538 | ||||
CURRENT LIABILITIES | ||||||
Accounts payable | 663 | 1,416 | ||||
Accrued liabilities | 872 | 828 | ||||
Warrant derivative liabilities | 2,242 | 3,104 | ||||
Current liabilities held for sale | 34 | |||||
Total current liabilities | 6,515 | 6,732 | ||||
COMMITMENTS AND CONTINGENCIES | ||||||
Total liabilities | 6,515 | 6,732 | ||||
STOCKHOLDERS' EQUITY (DEFICIT) (Numbers of shares rounded to thousands) | ||||||
Preferred stock, $0.001 par value; 5,000 shares authorized; none issued | ||||||
Common stock, $0.001 par value; 100,000 shares authorized, 49,533 shares issued and 48,972 shares outstanding | 63 | 53 | ||||
Additional paid-in-capital | 121,656 | 113,310 | ||||
Accumulated deficit | (121,921) | (115,886) | ||||
Treasury stock, at cost | (1,671) | (1,671) | ||||
Total stockholders' equity | (1,873) | $ (2,022) | (4,194) | 1,911 | $ 2,617 | 4,780 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 4,642 | $ 2,538 | ||||
Previously Reported [Member] | ||||||
CURRENT ASSETS | ||||||
Cash ($35 pledged as collateral for credit) | 2,323 | 3,730 | ||||
Accounts receivable, net of allowance of $87 | 1,216 | |||||
Prepaid expenses and other current assets | 217 | |||||
Current assets held for sale | 768 | |||||
Total current assets | 4,524 | |||||
NON-CURRENT ASSETS | ||||||
Property and equipment, net | 2,297 | |||||
Intangible assets, net | 1,269 | |||||
Non-current assets held for sale | 1,137 | |||||
Other assets | 27 | |||||
Total non-current assets | 4,730 | |||||
TOTAL ASSETS | 9,254 | |||||
CURRENT LIABILITIES | ||||||
Accounts payable | 1,243 | |||||
Accrued liabilities | 869 | |||||
Warrant derivative liabilities | ||||||
Current liabilities held for sale | 3 | |||||
Total current liabilities | 2,115 | |||||
COMMITMENTS AND CONTINGENCIES | ||||||
Total liabilities | 2,115 | |||||
STOCKHOLDERS' EQUITY (DEFICIT) (Numbers of shares rounded to thousands) | ||||||
Preferred stock, $0.001 par value; 5,000 shares authorized; none issued | ||||||
Common stock, $0.001 par value; 100,000 shares authorized, 49,533 shares issued and 48,972 shares outstanding | 53 | |||||
Additional paid-in-capital | 128,740 | |||||
Accumulated deficit | (119,994) | |||||
Treasury stock, at cost | (1,660) | |||||
Total stockholders' equity | 7,139 | |||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 9,254 | |||||
Restatement Adjustment [Member] | ||||||
CURRENT LIABILITIES | ||||||
Warrant derivative liabilities | 5,228 | |||||
Current liabilities held for sale | ||||||
Total current liabilities | 5,228 | |||||
COMMITMENTS AND CONTINGENCIES | ||||||
Total liabilities | 5,228 | |||||
STOCKHOLDERS' EQUITY (DEFICIT) (Numbers of shares rounded to thousands) | ||||||
Preferred stock, $0.001 par value; 5,000 shares authorized; none issued | ||||||
Additional paid-in-capital | (16,409) | |||||
Accumulated deficit | 11,181 | |||||
Total stockholders' equity | (5,228) | |||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
As Restated [Member] | ||||||
CURRENT ASSETS | ||||||
Cash ($35 pledged as collateral for credit) | 2,323 | $ 3,730 | ||||
Accounts receivable, net of allowance of $87 | 1,216 | |||||
Prepaid expenses and other current assets | 217 | |||||
Current assets held for sale | 768 | |||||
Total current assets | 4,524 | |||||
NON-CURRENT ASSETS | ||||||
Property and equipment, net | 2,297 | |||||
Intangible assets, net | 1,269 | |||||
Non-current assets held for sale | 1,137 | |||||
Other assets | 27 | |||||
Total non-current assets | 4,730 | |||||
TOTAL ASSETS | 9,254 | |||||
CURRENT LIABILITIES | ||||||
Accounts payable | 1,243 | |||||
Accrued liabilities | 869 | |||||
Warrant derivative liabilities | 5,228 | |||||
Current liabilities held for sale | 3 | |||||
Total current liabilities | 7,343 | |||||
COMMITMENTS AND CONTINGENCIES | ||||||
Total liabilities | 7,343 | |||||
STOCKHOLDERS' EQUITY (DEFICIT) (Numbers of shares rounded to thousands) | ||||||
Preferred stock, $0.001 par value; 5,000 shares authorized; none issued | ||||||
Common stock, $0.001 par value; 100,000 shares authorized, 49,533 shares issued and 48,972 shares outstanding | 53 | |||||
Additional paid-in-capital | 112,331 | |||||
Accumulated deficit | (108,813) | |||||
Treasury stock, at cost | (1,660) | |||||
Total stockholders' equity | 1,911 | |||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 9,254 |
Restatements (Details 1)
Restatements (Details 1) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
CONTINUING OPERATIONS: | ||||
REVENUES | $ 44 | $ 286 | $ 79 | $ 1,039 |
COST OF REVENUES | 16 | 207 | 61 | 637 |
GROSS PROFIT (LOSS) | 28 | 79 | 18 | 402 |
OPERATING EXPENSES: | ||||
Selling, general and administrative | 1,683 | 2,493 | 3,232 | 4,584 |
Depreciation, amortization, and impairment | 71 | 308 | 148 | 617 |
Research and development | 788 | 771 | 1,685 | 1,641 |
Total operating expenses | 2,542 | 3,572 | 5,065 | 6,842 |
Loss from continuing operations before other expenses | (2,514) | (3,493) | (5,047) | (6,440) |
OTHER INCOME (EXPENSE): | ||||
Change in fair value of derivative liability | (960) | 715 | (16) | 1,036 |
Interest expense, net of interest income | (76) | 4 | (135) | (7) |
Total other expenses | (1,875) | 719 | (990) | 1,029 |
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (4,389) | (2,774) | (6,037) | (5,411) |
DISCONTINUED OPERATIONS: | ||||
Income (loss) from discontinued operations | (576) | (1,166) | ||
Gain on disposal of discontinued operations | 2 | |||
Total discontinued operations | (576) | 2 | (1,166) | |
PROVISION FOR INCOME TAXES | ||||
NET LOSS | $ (4,389) | $ (3,350) | $ (6,035) | $ (6,577) |
NET LOSS PER SHARE | ||||
Basic and diluted: Continuing operations | $ (0.07) | $ (0.07) | $ (0.10) | $ (0.13) |
Discontinued operations | (0.01) | (0.02) | ||
Total | $ (0.07) | $ (0.08) | $ (0.10) | $ (0.15) |
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||||
Basic and diluted | 61,967 | 50,500 | 58,227 | 49,739 |
As Reported [Member] | ||||
CONTINUING OPERATIONS: | ||||
REVENUES | $ 286 | $ 1,039 | ||
COST OF REVENUES | 207 | 637 | ||
GROSS PROFIT (LOSS) | 79 | 402 | ||
OPERATING EXPENSES: | ||||
Selling, general and administrative | 2,493 | 4,584 | ||
Depreciation, amortization, and impairment | 308 | 617 | ||
Research and development | 771 | 1,641 | ||
Total operating expenses | 3,572 | 6,842 | ||
Loss from continuing operations before other expenses | (3,493) | (6,440) | ||
OTHER INCOME (EXPENSE): | ||||
Interest expense, net of interest income | 4 | (7) | ||
Total other expenses | 4 | (7) | ||
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (3,489) | (6,447) | ||
DISCONTINUED OPERATIONS: | ||||
Income (loss) from discontinued operations | (576) | (1,166) | ||
Gain on disposal of discontinued operations | ||||
Total discontinued operations | (576) | (1,166) | ||
PROVISION FOR INCOME TAXES | ||||
NET LOSS | $ (4,065) | $ (7,613) | ||
NET LOSS PER SHARE | ||||
Basic and diluted: Continuing operations | $ (0.07) | $ (0.13) | ||
Discontinued operations | (0.01) | (0.02) | ||
Total | $ (0.08) | $ (0.15) | ||
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||||
Basic and diluted | 50,500 | 49,739 | ||
Restatement Adjustment [Member] | ||||
OTHER INCOME (EXPENSE): | ||||
Change in fair value of derivative liability | $ 715 | $ 1,036 | ||
Total other expenses | 715 | 1,036 | ||
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | 715 | 1,036 | ||
DISCONTINUED OPERATIONS: | ||||
NET LOSS | 715 | 1,036 | ||
As Restated [Member] | ||||
CONTINUING OPERATIONS: | ||||
REVENUES | 286 | 1,039 | ||
COST OF REVENUES | 207 | 637 | ||
GROSS PROFIT (LOSS) | 79 | 402 | ||
OPERATING EXPENSES: | ||||
Selling, general and administrative | 2,493 | 4,584 | ||
Depreciation, amortization, and impairment | 308 | 617 | ||
Research and development | 771 | 1,641 | ||
Total operating expenses | 3,572 | 6,842 | ||
Loss from continuing operations before other expenses | (3,493) | (6,440) | ||
OTHER INCOME (EXPENSE): | ||||
Change in fair value of derivative liability | 715 | 1,036 | ||
Interest expense, net of interest income | 4 | (7) | ||
Total other expenses | 719 | 1,029 | ||
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (2,774) | (5,411) | ||
DISCONTINUED OPERATIONS: | ||||
Income (loss) from discontinued operations | (576) | (1,166) | ||
Gain on disposal of discontinued operations | ||||
Total discontinued operations | (576) | (1,166) | ||
PROVISION FOR INCOME TAXES | ||||
NET LOSS | $ (3,350) | $ (6,577) | ||
NET LOSS PER SHARE | ||||
Basic and diluted: Continuing operations | $ (0.07) | $ (0.13) | ||
Discontinued operations | (0.01) | (0.02) | ||
Total | $ (0.08) | $ (0.15) | ||
SHARES USED IN CALCULATION OF NET LOSS PER SHARE | ||||
Basic and diluted | 50,500 | 49,739 |
Restatements (Details 2)
Restatements (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||||
Net loss | $ (4,389) | $ (3,350) | $ (6,035) | $ (6,577) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation, amortization and impairment | 148 | 617 | ||
Shares of common stock issued for services rendered | 522 | 200 | ||
Share-based compensation - stock - employees | 900 | 1,900 | ||
Loss from discontinued operations | 1,166 | |||
Change in fair value of derivative liabilities | 16 | (1,036) | ||
Changes in assets and liabilities: | ||||
Accounts receivable | 467 | 1,401 | ||
Inventory | (147) | |||
Prepaid expenses | 717 | 48 | ||
Accounts payable | (753) | (1,134) | ||
Accrued liabilities | 9 | (226) | ||
Net cash used in operating activities of continuing operations | (3,134) | (3,788) | ||
Net cash used in discontinued operations | (1,114) | |||
Net cash used in operating activities | (3,134) | (4,902) | ||
Cash flows from investing activities: | ||||
Purchases of property and equipment | (18) | |||
Net cash used in investing activities of continuing operations | 5 | (18) | ||
Net cash used in investing activities of discontinued operations | (166) | |||
Net cash used in investing activities | 5 | (184) | ||
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock, net of fees | 4,221 | |||
Repayment of debt | (500) | |||
Purchase of treasury shares from employees for tax withholdings | (42) | |||
Net cash provided by financing activities | 3,334 | 3,679 | ||
NET INCREASE (DECREASE) IN CASH | 205 | (1,407) | ||
Cash - beginning of period | 244 | 3,730 | ||
Cash - end of period | $ 449 | 2,323 | 449 | 2,323 |
SUPPLEMENTAL DISCLOSURES: | ||||
Cash paid for interest | 11 | |||
Cash paid for income taxes | ||||
As Reported [Member] | ||||
Cash flows from operating activities: | ||||
Net loss | (4,065) | (7,613) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation, amortization and impairment | 617 | |||
Shares of common stock issued for services rendered | 200 | |||
Share-based compensation - stock - employees | 1,900 | |||
Loss from discontinued operations | 1,166 | |||
Change in fair value of derivative liabilities | ||||
Changes in assets and liabilities: | ||||
Accounts receivable | 1,401 | |||
Inventory | (147) | |||
Prepaid expenses | 13 | |||
Other current assets | 35 | |||
Accounts payable | (1,134) | |||
Accrued liabilities | (226) | |||
Net cash used in operating activities of continuing operations | (3,788) | |||
Net cash used in discontinued operations | (1,114) | |||
Net cash used in operating activities | (4,902) | |||
Cash flows from investing activities: | ||||
Purchases of property and equipment | (18) | |||
Net cash used in investing activities of continuing operations | (18) | |||
Net cash used in investing activities of discontinued operations | (166) | |||
Net cash used in investing activities | (184) | |||
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock, net of fees | 4,221 | |||
Repayment of debt | (500) | |||
Purchase of treasury shares from employees for tax withholdings | (42) | |||
Net cash provided by financing activities | 3,679 | |||
NET INCREASE (DECREASE) IN CASH | (1,407) | |||
Cash - beginning of period | 3,730 | |||
Cash - end of period | 2,323 | 2,323 | ||
SUPPLEMENTAL DISCLOSURES: | ||||
Cash paid for interest | 11 | |||
Cash paid for income taxes | ||||
Restatement Adjustment [Member] | ||||
Cash flows from operating activities: | ||||
Net loss | 715 | 1,036 | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of derivative liabilities | (1,036) | |||
As Restated [Member] | ||||
Cash flows from operating activities: | ||||
Net loss | (3,350) | (6,577) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation, amortization and impairment | 617 | |||
Shares of common stock issued for services rendered | 200 | |||
Share-based compensation - stock - employees | 1,900 | |||
Loss from discontinued operations | 1,166 | |||
Change in fair value of derivative liabilities | (1,036) | |||
Changes in assets and liabilities: | ||||
Accounts receivable | 1,401 | |||
Inventory | (147) | |||
Prepaid expenses | 13 | |||
Other current assets | 35 | |||
Accounts payable | (1,134) | |||
Accrued liabilities | (226) | |||
Net cash used in operating activities of continuing operations | (3,788) | |||
Net cash used in discontinued operations | (1,114) | |||
Net cash used in operating activities | (4,902) | |||
Cash flows from investing activities: | ||||
Purchases of property and equipment | (18) | |||
Net cash used in investing activities of continuing operations | (18) | |||
Net cash used in investing activities of discontinued operations | (166) | |||
Net cash used in investing activities | (184) | |||
Cash flows from financing activities: | ||||
Proceeds from issuance of common stock, net of fees | 4,221 | |||
Repayment of debt | (500) | |||
Purchase of treasury shares from employees for tax withholdings | (42) | |||
Net cash provided by financing activities | 3,679 | |||
NET INCREASE (DECREASE) IN CASH | (1,407) | |||
Cash - beginning of period | 3,730 | |||
Cash - end of period | $ 2,323 | 2,323 | ||
SUPPLEMENTAL DISCLOSURES: | ||||
Cash paid for interest | 11 | |||
Cash paid for income taxes |
Restatements (Details Textual)
Restatements (Details Textual) - USD ($) $ in Thousands | Apr. 02, 2017 | Sep. 30, 2019 |
Restatements (Textual) | ||
Reduction additional paid-in-capital | $ 4,180 | |
Current derivative liability | 3,351 | $ 2,455 |
Accumulated deficit | $ 829 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Total Revenues | $ 44 | $ 286 | $ 79 | $ 1,039 |
Professional services [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Total Revenues | 51 | 1,000 | ||
Software as a Service [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Total Revenues | $ 28 | $ 39 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,915 | $ 2,915 |
Accumulated depreciation and impairment | (2,239) | (2,091) |
Property and equipment, net | 676 | 824 |
Zest Labs freshness hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,493 | 2,493 |
Computers and software costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 222 | 222 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 200 | $ 200 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property and Equipment (Textual) | ||||
Depreciation expense | $ 71 | $ 169 | $ 148 | $ 340 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
Summary of intangible assets | ||
Total intangible assets | $ 5,593 | $ 2,370 |
Accumulated amortization and impairment | (2,370) | (2,370) |
Intangible assets, net | 3,223 | |
Goodwill [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 3,223 | |
Patents [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 1,013 | 1,013 |
Outsourced Vendor Relationships [Member] | ||
Summary of intangible assets | ||
Total intangible assets | 1,017 | 1,017 |
Non-compete agreements [Member] | ||
Summary of intangible assets | ||
Total intangible assets | $ 340 | $ 340 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | |
Intangible Assets (Textual) | |||
Amortization expense | $ 0 | $ 276 | |
Goodwill | $ 3,223 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
Payables and Accruals [Abstract] | ||
Vacation and paid time off | $ 189 | $ 345 |
Professional fees and consulting costs | 334 | 150 |
Accrued interest | 158 | 11 |
Lease liability | 8 | 95 |
Payroll and employee expenses | 44 | 50 |
Legal fees | 72 | 108 |
Other | 67 | 69 |
Total | $ 872 | $ 828 |
Warrant Derivative Liabilitie_2
Warrant Derivative Liabilities (Details) - Convertible note [Member] - Warrant [Member] | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Expected volatility | 97.00% | 96.00% |
Expected dividend yield | ||
Risk-free interest rate | 1.55% | 2.23% |
Minimum [Member] | ||
Expected term | 2 years 6 months | 3 years |
Maximum [Member] | ||
Expected term | 4 years 11 months 1 day | 4 years 5 months 1 day |
Inception [Member] | ||
Expected term | 5 years | |
Expected dividend yield | ||
Inception [Member] | Minimum [Member] | ||
Expected volatility | 91.00% | |
Risk-free interest rate | 1.50% | |
Inception [Member] | Maximum [Member] | ||
Expected volatility | 107.00% | |
Risk-free interest rate | 2.77% |
Warrant Derivative Liabilitie_3
Warrant Derivative Liabilities (Details 1) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
Fair value of 1,000 March 17, 2017 warrants | $ 280 | $ 256 |
Fair value of 1,850 May 22, 2017 warrants | 540 | 505 |
Fair value of 2,565 March 16, 2018 warrants | 1,040 | |
Fair value of 2,969 August 14, 2018 warrants | 1,303 | |
Fair value of 3,922 August 22, 2019 warrants | 1,422 | |
Total | 2,242 | $ 3,104 |
Inception [Member] | ||
Fair value of 1,000 March 17, 2017 warrants | 4,609 | |
Fair value of 1,850 May 22, 2017 warrants | 7,772 | |
Fair value of 2,565 March 16, 2018 warrants | 3,023 | |
Fair value of 2,969 August 14, 2018 warrants | 2,892 | |
Fair value of 3,922 August 22, 2019 warrants | 1,576 | |
Total | $ 19,872 |
Warrant Derivative Liabilitie_4
Warrant Derivative Liabilities (Details Textual) - USD ($) shares in Thousands, $ in Thousands | Jul. 12, 2019 | Apr. 02, 2017 | Oct. 28, 2019 | Aug. 22, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 |
Change in fair value of derivative liabilities | $ (960) | $ 715 | $ (16) | $ 1,036 | |||||
Shares issued in exchange for warrants, description | The March and August 2018 warrants were exchanged for 4,277 shares of Company common stock and thus were no longer outstanding as of September 30, 2019. See additional details on warrant transactions subsequent to September 30, 2019 in Note 19 below describing that the March and May 2017 warrants were exchanged for 2,243 shares of Company common stock in October 2019, and additional warrants were issued on November 11, 2019. | ||||||||
Conversion of stock, description | The Existing Securities have a current exercise price of $0.59, which was amended from $2.50 on July 12, 2019. The current exercise price for the Existing Securities shall be amended to reduce the exercise price to $0.51 on August 21, 2019, subject to adjustment pursuant to the provisions of the Existing Securities. | ||||||||
Number of shares issued | 4,277 | ||||||||
Fair value of warrants exercised | 3,922 | ||||||||
Fair value of warrants estimated | 1,422 | $ 1,422 | |||||||
Fair valu of shares issued | 3,293 | ||||||||
Fair value of warrants | $ 3,351 | 2,455 | |||||||
Loss on exchange of warrants | (839) | (839) | |||||||
Inception [Member] | |||||||||
Fair value of warrants estimated | $ 1,576 | $ 1,576 | |||||||
Subsequent Event [Member] | |||||||||
Conversion of stock, description | The Company issued 2,243 shares of the Company's common stock to investors in exchange for the March and May 2017 warrants. Upon the issuance of the 2,243 shares, the March and May 2017 warrants were extinguished. |
Note Payable (Details)
Note Payable (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Sep. 30, 2019 | Sep. 30, 2019 |
Note Payable (Textual) | |||
Annual Interest rate, percentage | 3.50% | 10.00% | |
Payment of arrangement fee | $ 300 | ||
Loan settlement, description | The Company agrees that within five days of receipt by Zest Labs or the Company of any settlement proceeds from the Zest Litigation, the Company will pay or cause to be paid over to lender an additional fee in an amount equal to (i) 0.50 multiplied by (ii) the highest aggregate principal balance of the loans over the life of the loans through the date of the payment from settlement proceeds; provided, however, that such additional fee shall not exceed the amount of the settlement proceeds. | ||
Proceeds from initial advance | $ 1,000 | ||
Interest expenses | $ 60 | $ 122 | |
Loan And Security Agreement [Member] | |||
Note Payable (Textual) | |||
Line of credit facility | $ 10,000 | ||
Annual Interest rate, percentage | 12.00% | ||
Loans payable to lender, description | The Company is able to request draws from the lender up to $1,000 with a cap of $10,000, including the $1,000 advanced on December 28, 2018 and an additional $350 advanced through March 31, 2019, and an additional $985 advanced during the six months ended September 30, 2019. If principal is prepaid, the loans may not be re-borrowed and the cap of $10,000 shall be reduced. The Company may make a request for a loan or loans from the lender, at any one time and from time to time, from the date of the Agreement until the earlier of (i) demand by the lender or (ii) December 27, 2020 or the earlier termination of the Agreement pursuant to the terms thereof. Loans made pursuant to the Agreement are secured by a security interest in the Company’s collateral held with the lender and guaranteed by the Company’s subsidiary, Zest Labs. |
Notes Payable - Related Parti_2
Notes Payable - Related Parties (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Aug. 31, 2019 | May 31, 2019 | Sep. 30, 2019 |
Notes Payable - Related Parties (Textual) | ||||
Advances | $ 403 | |||
Annual Interest rate, percentage | 3.50% | 10.00% | ||
Debt instrument, maturity date | Jul. 30, 2020 | |||
Interest on related party | $ 10 | |||
William B. Hoagland [Member] | ||||
Notes Payable - Related Parties (Textual) | ||||
Advances | $ 45 | $ 30 | ||
Board Member [Member] | ||||
Notes Payable - Related Parties (Textual) | ||||
Advances | $ 328 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Jul. 02, 2018 | Jan. 10, 2017 | Sep. 30, 2019 | Sep. 30, 2018 |
Long-Term Debt (Textual) | ||||
Debt instrument, maturity date | Jul. 30, 2020 | |||
Accrued interest | $ 11 | |||
Convertible Note [Member] | ||||
Long-Term Debt (Textual) | ||||
Principal amount | $ 500 | |||
Note payable, interest rate | 10.00% | |||
Debt instrument, maturity date | Jul. 10, 2018 | |||
Interest expense on long-term debt | $ 0 | $ 11 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | $ 1,422 | $ 2,100 |
Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 211 | |
Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 200 | 200 |
Directors [Member] | Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 900 | 1,900 |
Employees [Member] | Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 322 | |
Services [Member] | Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 211 | |
2013 Incentive Stock Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 285 | |
2013 Incentive Stock Plan [Member] | Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
2013 Incentive Stock Plan [Member] | Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 285 | |
2013 Incentive Stock Plan [Member] | Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
2017 Omnibus Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 542 | 486 |
2017 Omnibus Incentive Plan [Member] | Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 200 | 200 |
2017 Omnibus Incentive Plan [Member] | Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 231 | 286 |
2017 Omnibus Incentive Plan [Member] | Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 111 | |
Non-Qualified Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 669 | 1,329 |
Non-Qualified Stock Options [Member] | Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | ||
Non-Qualified Stock Options [Member] | Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses | 669 | 1,329 |
Non-Qualified Stock Options [Member] | Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expenses |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Nov. 11, 2019 | Aug. 21, 2019 | Jul. 12, 2019 | Apr. 02, 2017 | Mar. 18, 2016 | Oct. 31, 2019 | Oct. 28, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Oct. 15, 2019 | Mar. 31, 2019 |
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Common stock, shares authorized | 100,000 | 100,000 | 100,000 | ||||||||
Common stock, shares issued | 300 | 62,648 | 62,648 | 52,571 | |||||||
Number of shares issued | 4,277 | ||||||||||
Warrants extinguishment | 5,677 | ||||||||||
Conversion of stock description | The Existing Securities have a current exercise price of $0.59, which was amended from $2.50 on July 12, 2019. The current exercise price for the Existing Securities shall be amended to reduce the exercise price to $0.51 on August 21, 2019, subject to adjustment pursuant to the provisions of the Existing Securities. | ||||||||||
Gross proceed from private placement | $ 2,000 | ||||||||||
Conversion price | $ 0.51 | ||||||||||
Fair valu of shares issued | $ 3,293 | ||||||||||
Fair value of warrants | $ 3,351 | 2,455 | |||||||||
Loss on exchange of warrants | $ (839) | $ (839) | |||||||||
Subsequent Event [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Conversion of stock description | The Company issued 2,243 shares of the Company's common stock to investors in exchange for the March and May 2017 warrants. Upon the issuance of the 2,243 shares, the March and May 2017 warrants were extinguished. | ||||||||||
Conversion of converted common stock | 3,761 | ||||||||||
Common stock for services | 120 | ||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Gross proceed from private placement | $ 1,000 | ||||||||||
Stock sale and issued to investors, description | The Company and two accredited investors (each an "Investor" and, collectively, the "Investors") entered into a securities purchase agreement (the "Securities Purchase Agreement") pursuant to which the Company sold and issued to the Investors an aggregate of 1 shares of Series B Convertible Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), at a price of $1,000 per share (the "Private Placement"). | ||||||||||
Investors stock and warrants, description | The Company issued to each Investor a warrant (a "Warrant") to purchase a number of shares of common stock of the Company, par value $0.001 per share ("Common Stock"), equal to the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock purchased by the Investor. Each Warrant has an exercise price equal to $0.73, subject to full ratchet price only anti-dilution provisions in accordance with the terms of the Warrants (the "Exercise Price"), and is exercisable for five years after the Effective Date. In addition, if the market price of the Common Stock on the 11 month anniversary of the closing date of the offering is less than $0.73, holder of the warrants shall be entitled to receive additional shares of common stock based on the number of shares of common stock that would have been issuable upon conversion of the Series B Convertible Preferred Stock had the initial conversion price been equal to the market price at such time (but not less than $0.25) less the number of shares of common stock issued or issuable upon exercise of the Series B Convertible Preferred Stock based on the $0.73 conversion price. | ||||||||||
Stock conversion price description | Each share of the Series B Preferred Stock has a par value of $0.001 per share and a stated value equal to $1,000 (the "Stated Value") and is convertible at any time at the option of the holder into the number of shares of Common Stock determined by dividing the stated value by the conversion price of $0.73, subject to certain limitations and adjustments (the "Conversion Price"). | ||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||
Number of shares issued | 2 | ||||||||||
Stock consideration received per transaction | $ 1 | ||||||||||
Stock price per share | $ 0.001 | ||||||||||
Conversion price | $ 0.51 | ||||||||||
Stated value equal | $ 1,000 | $ 1,000 | |||||||||
Ecoark Holdings Preferred Stock [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Shares of blank check preferred stock | 5,000 | ||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||
Investors stock and warrants, description | The Company issued to each investor a warrant (a "Warrant") to purchase a number of shares of common stock of the Company, par value $0.001 per share ("Common Stock"), equal to the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock purchased by the investor. Each Warrant has an exercise price equal to $0.51, subject to full ratchet price only anti-dilution provisions in accordance with the terms of the Warrants (the "Exercise Price"), and is exercisable for five years after the Effective Date. In addition, if the market price of the Common Stock on the 11 month anniversary of the closing date of the offering is less than $0.51, holder of the warrants shall be entitled to receive additional shares of common stock based on the number of shares of common stock that would have been issuable upon conversion of the Series B Convertible Preferred Stock had the initial conversion price been equal to the market price at such time (but not less than $0.25) less the number of shares of common stock issued or issuable upon exercise of the Series B Convertible Preferred Stock based on the $0.51 conversion price. | ||||||||||
Ecoark Holdings Common Stock [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Common stock, par value | $ 0.001 | ||||||||||
Warrants outstanding | 7,657 | 7,657 | |||||||||
Common stock, shares issued | 1,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 21,674 | $ 23,327 |
Depreciable and amortizable assets | 1,733 | 1,761 |
Share-based compensation | 3,852 | 3,586 |
Accrued liabilities | 57 | 57 |
Allowance for bad debts | 120 | 120 |
Warrant derivative liabilities | (2,887) | (2,884) |
Other | 382 | 381 |
Total | 24,931 | 26,348 |
Less: valuation allowance | (24,931) | (26,348) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) $ in Thousands | 6 Months Ended |
Sep. 30, 2019USD ($) | |
Income Taxes (Textual) | |
Net operating loss carryforwards | $ 103,208 |
Valuation allowance decreased | $ 1,417 |
Concentrations (Details)
Concentrations (Details) | 6 Months Ended |
Sep. 30, 2019 | |
Accounts Receivable [Member] | |
Concentrations (Textual) | |
Major customer definition as per company standards, description | The Company establishes allowances for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends and other information. J. Terrence Thompson accounted for more than 10% of the Company's accounts receivable as of September 30, 2019[true?] and March 31, 2019. |
Acquisition of Trend Discover_3
Acquisition of Trend Discovery Holdings, Inc. (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | May 31, 2019 | Mar. 31, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 3,223 | ||
TREND DISCOVERY HOLDINGS, INC [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 3 | ||
Receivables | 10 | ||
Other assets | 1 | ||
Goodwill | 3,223 | ||
Total | $ 3,237 |
Acquisition of Trend Discover_4
Acquisition of Trend Discovery Holdings, Inc. (Details 1) - TREND DISCOVERY HOLDINGS, INC [Member] - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Business Acquisition [Line Items] | ||
Revenues | $ 90 | $ 1,076 |
Net loss | $ (6,033) | $ (6,550) |
Net loss per share | $ 0.10 | $ (0.12) |
Acquisition of Trend Discover_5
Acquisition of Trend Discovery Holdings, Inc. (Details Textual) - TREND DISCOVERY HOLDINGS, INC [Member] shares in Thousands | 1 Months Ended |
May 31, 2019shares | |
Acquisition of Trend Discovery Holdings Inc (Textual) | |
Number of shares exchange acquired in assets and liabilities | 5,500 |
Shares issued for company acquisition, description | The Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Trend Discovery Holdings Inc., a Delaware corporation ("Trend Holdings") for the Company to acquire 100% of Trend Holdings pursuant to a merger of Trend Holdings with and into the Company (the "Merger"). The Merger was completed as agreed in the Merger Agreement, the Company is the surviving entity in the Merger and the separate corporate existence of Trend Holdings has ceased to exist. Pursuant to the Merger, each of the 1,000 issued and outstanding shares of common stock of Trend Holdings was converted into 5,500 shares of the Company's common stock. No cash was paid relating to the acquisition. |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Continuing operations | $ 122 | $ 111 |
Discontinued operations | 207 | |
Total | $ 122 | $ 318 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | |
Commitments and Contingencies (Textual) | |||
Lease expiration period, description | The only remaining lease obligation at September 30 is for the Zest Labs facility in San Jose, California that expires in December 2019. | ||
Operating lease future minimum lease payments | $ 25 | $ 25 | |
Additional operating liabilities, description | The Company recognized additional operating liabilities of approximately $99, with corresponding right of use assets of $99 based on the present value of the remaining minimum rental payments under leasing standards for existing operating leases. | ||
Rent expense | $ 68 | $ 39 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 31, 2019 |
Level 1 [Member] | ||
Warrant derivative liabilities | ||
Level 2 [Member] | ||
Warrant derivative liabilities | ||
Level 3 [Member] | ||
Warrant derivative liabilities | $ 2,242 | $ 3,104 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Fair Value Measurements (Textual) | ||||
Change in fair value of derivative liabilities | $ (960) | $ 715 | $ (16) | $ 1,036 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | |
Segmented operating revenues | $ 44 | $ 286 | $ 79 | $ 1,039 | |
Cost of revenues | 16 | 207 | 61 | 637 | |
Gross profit (loss) | 28 | 79 | 18 | 402 | |
Total operating expenses net of depreciation, amortization, and impairment | 2,471 | 4,917 | |||
Depreciation and amortization | 71 | 308 | 148 | 617 | |
Other (income) expense | (1,875) | 719 | (990) | 1,029 | |
Income (loss) from continuing operations | (4,389) | $ (2,774) | (6,037) | $ (5,411) | |
Segmented assets as of September 30, 2019 | |||||
Property and equipment, net | 676 | 676 | $ 824 | ||
Intangible assets, net | 3,223 | 3,223 | |||
Capital expenditures | |||||
Trend Holdings [Member] | |||||
Segmented operating revenues | 29 | 52 | |||
Cost of revenues | |||||
Gross profit (loss) | 29 | 52 | |||
Total operating expenses net of depreciation, amortization, and impairment | 61 | 200 | |||
Depreciation and amortization | |||||
Other (income) expense | |||||
Income (loss) from continuing operations | (32) | (148) | |||
Segmented assets as of September 30, 2019 | |||||
Property and equipment, net | |||||
Intangible assets, net | 3,223 | 3,223 | |||
Capital expenditures | |||||
Zest Labs [Member] | |||||
Segmented operating revenues | 15 | 27 | |||
Cost of revenues | 16 | 61 | |||
Gross profit (loss) | (1) | (34) | |||
Total operating expenses net of depreciation, amortization, and impairment | 2,410 | 4,717 | |||
Depreciation and amortization | 71 | 148 | |||
Other (income) expense | 1,875 | 990 | |||
Income (loss) from continuing operations | (4,357) | (5,889) | |||
Segmented assets as of September 30, 2019 | |||||
Property and equipment, net | 676 | 676 | |||
Intangible assets, net | |||||
Capital expenditures |
Segment Information (Details Te
Segment Information (Details Textual) | 6 Months Ended |
Sep. 30, 2019Segments | |
Segment Information (Textual) | |
Number of segments | 2 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Nov. 11, 2019 | Jul. 12, 2019 | Oct. 31, 2019 | Oct. 28, 2019 | Oct. 28, 2019 | Sep. 30, 2019 | Oct. 15, 2019 |
Subsequent Events (Textual) | |||||||
Number of shares issued | 4,277 | ||||||
Conversion of stock description | The Existing Securities have a current exercise price of $0.59, which was amended from $2.50 on July 12, 2019. The current exercise price for the Existing Securities shall be amended to reduce the exercise price to $0.51 on August 21, 2019, subject to adjustment pursuant to the provisions of the Existing Securities. | ||||||
Proceeds from private placement | $ 2,000 | ||||||
Exchange Agreement [Member] | |||||||
Subsequent Events (Textual) | |||||||
Number of shares issued | 2,243 | ||||||
Existing Securities | 2,875 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Events (Textual) | |||||||
Conversion of stock description | The Company issued 2,243 shares of the Company's common stock to investors in exchange for the March and May 2017 warrants. Upon the issuance of the 2,243 shares, the March and May 2017 warrants were extinguished. | ||||||
Conversion of converted common stock | 3,761 | ||||||
Common stock for services | 120 | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||||
Subsequent Events (Textual) | |||||||
Proceeds from private placement | $ 1,000 | ||||||
Stock sale and issued to investors, description | The Company and two accredited investors (each an "Investor" and, collectively, the "Investors") entered into a securities purchase agreement (the "Securities Purchase Agreement") pursuant to which the Company sold and issued to the Investors an aggregate of 1 shares of Series B Convertible Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), at a price of $1,000 per share (the "Private Placement"). | ||||||
Investors stock and warrants, description | The Company issued to each Investor a warrant (a "Warrant") to purchase a number of shares of common stock of the Company, par value $0.001 per share ("Common Stock"), equal to the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock purchased by the Investor. Each Warrant has an exercise price equal to $0.73, subject to full ratchet price only anti-dilution provisions in accordance with the terms of the Warrants (the "Exercise Price"), and is exercisable for five years after the Effective Date. In addition, if the market price of the Common Stock on the 11 month anniversary of the closing date of the offering is less than $0.73, holder of the warrants shall be entitled to receive additional shares of common stock based on the number of shares of common stock that would have been issuable upon conversion of the Series B Convertible Preferred Stock had the initial conversion price been equal to the market price at such time (but not less than $0.25) less the number of shares of common stock issued or issuable upon exercise of the Series B Convertible Preferred Stock based on the $0.73 conversion price. | ||||||
Stock conversion price description | Each share of the Series B Preferred Stock has a par value of $0.001 per share and a stated value equal to $1,000 (the "Stated Value") and is convertible at any time at the option of the holder into the number of shares of Common Stock determined by dividing the stated value by the conversion price of $0.73, subject to certain limitations and adjustments (the "Conversion Price"). | ||||||
Subsequent Event [Member] | Exchange Agreement [Member] | |||||||
Subsequent Events (Textual) | |||||||
Conversion of stock description | The Company issued 2,243 shares of the Company's common stock to the Investors in exchange for the 2,875 of the Existing Securities. Upon the issuance of the 2,243 shares, the 2,875 Existing Securities were extinguished. | ||||||
Exercise price | $ 0.51 |