Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 03, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36404 | ||
Entity Registrant Name | XTI AEROSPACE, INC. | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 88-0434915 | ||
Entity Address, Address Line One | 8123 InterPort Blvd | ||
Entity Address, Address Line Two | Suite C | ||
Entity Address, City or Town | Englewood | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80112 | ||
City Area Code | 303 | ||
Local Phone Number | 503-5660 | ||
Title of 12(b) Security | Common Stock, par value $0.001 | ||
Trading Symbol | XTIA | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Public Float | $ 7,720,081 | ||
Entity Common Stock, Shares Outstanding | 9,919,411 | ||
Documents Incorporated by Reference | None. | ||
Entity Central Index Key | 0001529113 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor Information [Abstract] | |
Auditor Name | Marcum LLP |
Auditor Location | New York, NY |
Auditor Firm ID | 688 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 6,254 | $ 9,284 |
Accounts receivable, net of credit losses of $26 and $231, respectively | 568 | 1,187 |
Other receivables | 61 | 83 |
Inventory, net | 2,415 | 1,997 |
Notes receivable | 6,145 | 150 |
Warrant asset | 1,858 | 0 |
Prepaid expenses and other current assets | 430 | 2,691 |
Current assets of discontinued operations | 2,768 | 14,474 |
Total Current Assets | 20,499 | 29,866 |
Property and equipment, net | 277 | 342 |
Operating lease right-of-use asset, net | 335 | 527 |
Software development costs, net | 305 | 524 |
Long-term investments | 0 | 666 |
Intangible assets, net | 2,208 | 2,994 |
Other assets | 145 | 143 |
Non-current assets of discontinued operations | 0 | 22,573 |
Total Assets | 23,769 | 57,635 |
Current Liabilities | ||
Accounts payable | 2,449 | 720 |
Accrued liabilities | 2,007 | 1,836 |
Operating lease obligation, current | 201 | 207 |
Deferred revenue | 625 | 546 |
Short-term debt | 8,738 | 12,565 |
Acquisition liability | 0 | 197 |
Warrant liability | 919 | 0 |
Current liabilities of discontinued operations | 1,960 | 8,643 |
Total Current Liabilities | 16,899 | 24,714 |
Long Term Liabilities | ||
Operating lease obligation, noncurrent | 141 | 334 |
Non-current liabilities of discontinued operations | 0 | 472 |
Total Liabilities | 17,040 | 25,520 |
Commitments and Contingencies (Note 26) | ||
Stockholders’ Equity | ||
Common Stock - $0.001 par value; 500,000,000 shares authorized; 1,942,985 and 35,710 issued and 1,942,984 and 35,709 outstanding as of December 31, 2023 and December 31, 2022, respectively. | 3 | 0 |
Additional paid-in capital | 366,099 | 346,672 |
Treasury stock, at cost, 1 share | (695) | (695) |
Accumulated other comprehensive income | 630 | 1,061 |
Accumulated deficit | (359,698) | (313,739) |
Stockholders’ Equity Attributable to XTI Aerospace, Inc. | 6,339 | 33,299 |
Non-controlling Interest | 390 | (1,184) |
Total Stockholders’ Equity | 6,729 | 32,115 |
Total Liabilities and Stockholders’ Equity | 23,769 | 57,635 |
Series 4 Convertible Preferred Stock | ||
Stockholders’ Equity | ||
Preferred Stock | 0 | 0 |
Series 5 Convertible Preferred Stock | ||
Stockholders’ Equity | ||
Preferred Stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts receivable allowance, net | $ 26 | $ 231 |
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 1,942,985 | 35,710 |
Common stock, shares outstanding (in shares) | 1,942,984 | 35,709 |
Treasury stock (in shares) | 1 | 1 |
Series 4 Convertible Preferred Stock | ||
Preferred stock, shares authorized (in shares) | 10,415 | 10,415 |
Preferred stock, shares issued (in shares) | 1 | 1 |
Preferred stock, shares outstanding (in shares) | 1 | 1 |
Series 5 Convertible Preferred Stock | ||
Preferred stock, shares authorized (in shares) | 12,000 | 12,000 |
Preferred stock, shares issued (in shares) | 126 | 126 |
Preferred stock, shares outstanding (in shares) | 126 | 126 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues | $ 4,562 | $ 6,109 |
Cost of Revenues | 1,458 | 2,121 |
Gross Profit | 3,104 | 3,988 |
Operating Expenses | ||
Research and development | 4,355 | 4,484 |
Sales and marketing | 2,636 | 2,214 |
General and administrative | 14,970 | 14,054 |
Acquisition-related costs | 4,170 | 410 |
Transaction costs | 3,059 | 0 |
Impairment of goodwill and intangibles | 0 | 1,183 |
Amortization of intangibles | 843 | 887 |
Total Operating Expenses | 30,033 | 23,232 |
Loss from Operations | (26,929) | (19,244) |
Other Income (Expense) | ||
Interest expense, net | (4,730) | (600) |
Other income/(expense), net | 694 | (19) |
Warrant inducement expense | (3,361) | 0 |
Total Other Income (Expense) | (7,397) | (619) |
Net Loss from Continuing Operations, before tax | (34,326) | (19,863) |
Income tax (provision)/benefit | (24) | 181 |
Net Loss from Continuing Operations | (34,350) | (19,682) |
Net Loss from Discontinued Operations, Net of Tax | (12,750) | (46,622) |
Net loss | (47,100) | (66,304) |
Net Expense Attributable to Non-controlling Interest | (1,153) | (2,910) |
Net Loss Attributable to Stockholders of XTI Aerospace, Inc. | (45,947) | (63,394) |
Net Loss Attributable to Common Stockholders, Basic | $ (45,947) | $ (79,570) |
Net Loss Per Share - Basic and Diluted | ||
Net Loss Per Share - Continuing Operations, Basic (in usd per share) | $ (55.22) | $ (1,412.86) |
Net Loss Per Share - Continuing Operations, Diluted (in usd per share) | (55.22) | (1,412.86) |
Net Loss Per Share - Discontinued Operations, Basic (in usd per share) | (21.21) | (1,999.23) |
Net Loss Per Share - Discontinued Operations, Diluted (in usd per share) | (21.21) | (1,999.23) |
Net Loss Per Share - Basic (in usd per share) | (76.42) | (3,412.09) |
Net Loss Per Share - Diluted (in usd per share) | $ (76.42) | $ (3,412.09) |
Weighted Average Shares Outstanding | ||
Basic (in shares) | 601,211 | 23,320 |
Diluted (in shares) | 601,211 | 23,320 |
Series 7 Preferred Stock | ||
Other Income (Expense) | ||
Accretion of preferred stock | $ 0 | $ (4,555) |
Series 8 Preferred Stock | ||
Other Income (Expense) | ||
Accretion of preferred stock | 0 | (13,090) |
Deemed dividend for the modification related to Series 8 Preferred Stock | 0 | (2,627) |
Deemed contribution for the modification related to Warrants issued in connection with Series 8 Preferred Stock | 0 | 1,469 |
Amortization premium- modification related to Series 8 Preferred Stock | $ 0 | $ 2,627 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (47,100) | $ (66,304) |
Unrealized foreign exchange (loss)/gain from cumulative translation adjustments | (431) | 1,017 |
Comprehensive Loss | $ (47,531) | $ (65,287) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | ATM | Registered Direct Offering | CxApp | Grafiti Holdings | Common Stock | Common Stock ATM | Common Stock Registered Direct Offering | Common Stock CxApp | Additional Paid-In Capital | Additional Paid-In Capital ATM | Additional Paid-In Capital Registered Direct Offering | Additional Paid-In Capital CxApp | Additional Paid-In Capital Grafiti Holdings | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Non-Controlling Interest | Series 4 Convertible Preferred Stock Preferred Stock | Series 5 Convertible Preferred Stock Preferred Stock | Series 7 Preferred Stock | Series 7 Preferred Stock Preferred Stock | Series 7 Preferred Stock Additional Paid-In Capital | Series 8 Preferred Stock | Series 8 Preferred Stock Preferred Stock | Series 8 Preferred Stock Additional Paid-In Capital |
Beginning balance (in shares) at Dec. 31, 2021 | 1 | 49,250 | 0 | |||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 44,695 | $ 0 | |||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||
Series 8 Preferred stock issued for cash (in shares) | 53,198 | |||||||||||||||||||||||||
Series 8 Preferred Stock issued for cash | $ 41,577 | |||||||||||||||||||||||||
Accrete Discount - Preferred Shares | $ 4,555 | 13,090 | ||||||||||||||||||||||||
Deemed dividend for the modification related to Series 8 Preferred Stock | 2,627 | |||||||||||||||||||||||||
Deemed contribution for the modification related to Warrants issued in connection with Series 8 Preferred Stock | (1,469) | |||||||||||||||||||||||||
Amortization premium - modification related to Series 8 Preferred Stock | $ (2,627) | |||||||||||||||||||||||||
Preferred Stock redeemed for cash (in shares) | (49,250) | (53,198) | ||||||||||||||||||||||||
Preferred stock redeemed for cash | $ (49,250) | $ (53,198) | ||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 1 | 126 | 0 | 0 | 0 | |||||||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||
Balance, beginning (in shares) at Dec. 31, 2021 | 17,302 | |||||||||||||||||||||||||
Balance, beginning (in shares) at Dec. 31, 2021 | (1) | |||||||||||||||||||||||||
Balance, beginning at Dec. 31, 2021 | $ 83,491 | $ 0 | $ 332,763 | $ (695) | $ 44 | $ (250,309) | $ 1,688 | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Stock options and restricted stock awards granted to employees and consultants for services | 3,656 | 3,656 | ||||||||||||||||||||||||
Common shares issued for extinguishment of debt (in shares) | 2,878 | |||||||||||||||||||||||||
Common shares issued for extinguishment of debt | 3,650 | 3,650 | ||||||||||||||||||||||||
Common shares issued for ATM stock offerings (in shares) | 2,531 | |||||||||||||||||||||||||
Common shares issued for ATM stock offerings | $ 14,088 | $ 14,088 | $ 5,329 | $ 5,329 | ||||||||||||||||||||||
Cumulative translation adjustment | 1,019 | 1,017 | (36) | 38 | ||||||||||||||||||||||
Net loss | (66,304) | (63,394) | (2,910) | |||||||||||||||||||||||
Changes in non-controlling interest due to capital contribution | 0 | |||||||||||||||||||||||||
Accrete Discount | $ (4,555) | $ (4,555) | (13,090) | (13,090) | ||||||||||||||||||||||
Deemed dividend for the modification related to Series 8 Preferred Stock | (2,627) | (2,627) | ||||||||||||||||||||||||
Deemed contribution for the modification related to warrants issued in connection with Series 8 Preferred Stock | 1,469 | 1,469 | ||||||||||||||||||||||||
Amortization premium - modification related to Series 8 Preferred Stock | $ 2,627 | $ 2,627 | ||||||||||||||||||||||||
Restricted stock grants withheld for taxes (in shares) | (128) | |||||||||||||||||||||||||
Restricted stock grants withheld for taxes | 0 | (336) | ||||||||||||||||||||||||
Common shares issued for CXApp earnout (in shares) | 1,450 | |||||||||||||||||||||||||
Common shares issued for CXApp earnout | $ 3,697 | $ 3,697 | ||||||||||||||||||||||||
Common shares issued for exchange of warrants (in shares) | 1,842 | |||||||||||||||||||||||||
Common shares issued for net proceeds from warrants (in shares) | 9,310 | |||||||||||||||||||||||||
Common shares issued for net proceeds from warrants | $ 1 | 1 | ||||||||||||||||||||||||
Common shares issued for share rights (in shares) | 525 | |||||||||||||||||||||||||
Balance, ending (in shares) at Dec. 31, 2022 | 35,709 | 35,710 | ||||||||||||||||||||||||
Balance, ending at Dec. 31, 2022 | $ 32,115 | $ 0 | 346,672 | $ (695) | 1,061 | (313,739) | (1,184) | |||||||||||||||||||
Balance, ending (in shares) at Dec. 31, 2022 | (1) | (1) | ||||||||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 1 | 126 | 0 | |||||||||||||||||||||||
Ending balance at Dec. 31, 2023 | $ 0 | $ 0 | ||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Stock options and restricted stock awards granted to employees and consultants for services | $ 1,003 | 1,003 | ||||||||||||||||||||||||
Common shares issued for extinguishment of debt (in shares) | 605,159 | |||||||||||||||||||||||||
Common shares issued for extinguishment of debt | 9,193 | $ 1 | 9,192 | |||||||||||||||||||||||
Deconsolidation as a result of spin off | $ (24,230) | $ (237) | $ (24,230) | $ (237) | ||||||||||||||||||||||
Warrant inducement expense | 3,361 | 3,361 | ||||||||||||||||||||||||
Common shares issued for exercise of warrants (in shares) | 581,311 | |||||||||||||||||||||||||
Common shares issued for exercise of warrants | 5,076 | $ 1 | 5,075 | |||||||||||||||||||||||
Common shares issued for ATM stock offerings (in shares) | 703,756 | |||||||||||||||||||||||||
Common shares issued for ATM stock offerings | $ 26,508 | $ 1 | $ 26,507 | |||||||||||||||||||||||
Cumulative translation adjustment | (422) | (431) | (12) | 21 | ||||||||||||||||||||||
Net loss | (47,100) | (45,947) | (1,153) | |||||||||||||||||||||||
Changes in non-controlling interest due to capital contribution | 1,461 | (1,245) | 2,706 | |||||||||||||||||||||||
Changes in non-controlling interest due to capital contribution | 1,461 | |||||||||||||||||||||||||
Common shares issued for exchange of warrants (in shares) | 3,249 | |||||||||||||||||||||||||
Common shares issued for net proceeds from warrants (in shares) | 13,800 | |||||||||||||||||||||||||
Common shares issued for net proceeds from warrants | $ 1 | 1 | ||||||||||||||||||||||||
Balance, ending (in shares) at Dec. 31, 2023 | 1,942,984 | 1,942,985 | ||||||||||||||||||||||||
Balance, ending at Dec. 31, 2023 | $ 6,729 | $ 3 | $ 366,099 | $ (695) | $ 630 | $ (359,698) | $ 390 | |||||||||||||||||||
Balance, ending (in shares) at Dec. 31, 2023 | (1) | (1) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows Used in Operating Activities | ||
Net loss | $ (47,100) | $ (66,304) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,048 | 1,374 |
Amortization of intangible assets | 1,649 | 6,082 |
Amortization of right-of-use asset | 254 | 706 |
Stock based compensation | 1,003 | 3,656 |
Amortization of warrant liability to redemption value | 20 | 0 |
Gain on fair value of warrant liability | 71 | 0 |
Change in fair value of derivative asset | 4 | 0 |
Change in fair value of warrant asset | (796) | 0 |
Amortization of debt discount | (32) | 0 |
Warrant inducement expense | 3,361 | 0 |
Loss on discontinued operations | 2,303 | 0 |
Unrealized (gain)/loss on foreign currency transactions | (427) | 1,707 |
Gain on settlement with FOXO | (1,142) | 0 |
Amortization of debt issuance costs | 2,627 | 489 |
Earnout payment expense benefit | 0 | (2,827) |
Accrued interest income, related party | 0 | (278) |
Deferred income tax | 2,593 | (1) |
Unrealized (gain)/loss on equity securities | (5,609) | 7,904 |
Impairment of goodwill and intangibles | 0 | 12,199 |
Distribution of equity method investment shares to employees as compensation | 666 | 0 |
Loss on exchange of debt for equity | 124 | 0 |
Realized loss on sale of equity securities | 6,692 | 151 |
Unrealized loss on equity method investment | 0 | 1,784 |
Gain on conversion of note receivable | 0 | (791) |
Other | (49) | 190 |
Changes in operating assets and liabilities: | ||
Accounts receivable and other receivables | (532) | (115) |
Inventory | (1,277) | (565) |
Prepaid expenses and other current assets | 2,383 | 1,375 |
Other assets | 3 | 33 |
Accounts payable | 873 | 182 |
Accrued liabilities | 1,818 | 858 |
Income tax liabilities | (115) | 119 |
Deferred revenue | 631 | (1,214) |
Operating lease obligation | (257) | (677) |
Net Cash Used in Operating Activities | (29,213) | (33,963) |
Cash Flows Used in Investing Activities | ||
Purchase of property and equipment | (172) | (245) |
Investment in capitalized software | (185) | (948) |
Sales of treasury bills | 0 | 43,001 |
Sales of equity securities | 323 | 229 |
Purchases of convertible note | 0 | (5,500) |
Issuance of note receivable | (3,003) | (150) |
Proceeds from repayment of note receivable | 150 | 0 |
Issuance of Convertible Note Receivable and Warrants | (3,000) | 0 |
Net Cash (Used in) Provided by Investing Activities | (5,887) | 36,387 |
Cash From Financing Activities | ||
Net proceeds from issuance of preferred stock and warrants | 0 | 46,906 |
Net proceeds from promissory note | 364 | 12,339 |
Taxes paid related to net share settlement of restricted stock units | 0 | (336) |
Net proceeds from issuance of warrants | 1,409 | 0 |
Distribution to shareholders related to Spin-off of CXApp | (10,003) | 0 |
Distribution to trust related to spin off of Grafiti Holding | (369) | 0 |
Net proceeds from ATM stock offerings | 26,508 | 14,088 |
Common shares issued for exercise of warrants | 4,496 | 0 |
Common shares issued for net proceeds from warrants | 0 | 1 |
Repayment of CXApp acquisition liability | (197) | (5,136) |
Net Cash Provided By (Used in) Financing Activities | 22,208 | (34,586) |
Effect of Foreign Exchange Rate on Changes on Cash | 32 | (83) |
Net Decrease in Cash and Cash Equivalents | (12,860) | (32,245) |
Cash and Cash Equivalents - Beginning of year | 20,235 | 52,480 |
Cash and Cash Equivalents - End of year | 7,375 | 20,235 |
Balances included in the Consolidated Balance Sheets: | ||
Cash and cash equivalents | 6,254 | 9,284 |
Cash included in current assets of discontinued operations | 1,121 | 10,951 |
Cash and Cash Equivalents - End of Year | 7,375 | 20,235 |
Cash paid for: | ||
Interest | 0 | 2 |
Income Taxes | 17 | 125 |
Non-cash investing and financing activities | ||
Common shares issued for extinguishment of debt | 9,193 | 3,650 |
Right-of-use asset obtained in exchange for lease liability | 0 | 284 |
Investment in equity securities through conversion of note receivable | 0 | 6,776 |
Common shares issued for CXApp acquisition | 0 | 3,697 |
Noncash debt modification fees | 144 | 0 |
Marketable securities received for settlement of FOXO | 1,142 | 0 |
Noncash exercise of liability classified warrants to common shares | 581 | 0 |
Changes in non-controlling interest due to capital contribution | 1,461 | 0 |
Common shares issued in exchange for warrants | 0 | 14 |
CxApp | ||
Non-cash investing and financing activities | ||
Noncash net assets distribution to shareholders related to Spin-off | 14,227 | 0 |
Grafiti Holdings | ||
Non-cash investing and financing activities | ||
Noncash net assets distribution to shareholders related to Spin-off | 131 | 0 |
Series 7 Preferred Stock | ||
Cash From Financing Activities | ||
Cash paid for redemption of preferred stock | 0 | (49,250) |
Series 8 Preferred Stock | ||
Cash From Financing Activities | ||
Cash paid for redemption of preferred stock | $ 0 | $ (53,198) |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Nature of Business and Going Concern [Abstract] | |
Organization and Nature of Business | Organization and Nature of Business Following the effective time of the XTI Merger (the “Effective Time”) on the Closing Date, we amended our articles of incorporation to change our name from "Inpixon" to "XTI Aerospace, Inc." and the combined company opened for trading on the Nasdaq Capital Market on March 13, 2024 under the new ticker symbol “XTIA”. The consolidated financial statements for the years ended December 31, 2023 and 2022 include the financial results of Inpixon, as the merger occurred after December 31, 2023. Therefore, all references to the "Company" in the consolidated financial statements refer to Inpixon. Inpixon is the Indoor Intelligence™ company. Our solutions and technologies help organizations create and redefine exceptional experiences that enable smarter, safer and more secure environments. Inpixon customers can leverage our real-time positioning and analytics technologies to achieve higher levels of productivity and performance, increase safety and security, improve worker and employee satisfaction rates and drive a more connected work environment. We have focused our corporate strategy on being the primary provider of the full range of foundational technologies needed to form a comprehensive suite of solutions that make indoor data available and actionable to organizations and their employees. Together, our technologies allow organization to create and utilize the digital twin of a physical location and to deliver enhanced experiences in their current environment and in the metaverse. Inpixon specializes in providing real-time location systems (RTLS) for the industrial sector. As the manufacturing industry has evolved, RTLS technology has become a crucial aspect of Industry 4.0. Our RTLS solution leverages cutting-edge technologies such as IoT, AI, and big data analytics to provide real-time tracking and monitoring of assets, machines, and people within industrial environments. With our RTLS, businesses can achieve improved operational efficiency, enhanced safety, and reduced costs. By having real-time visibility into operations, industrial organizations can make informed, data-driven decisions, minimize downtime, and ensure compliance with industry regulations. With our RTLS, industrial businesses can transform their operations and stay ahead of the curve in the digital age. Inpixon's full-stack industrial IoT solution provides end-to-end visibility and control over a wide range of assets and devices. It's designed to help organizations optimize their operations and gain a competitive edge in today's data-driven world. The turn-key platform integrates a range of technologies, including RTLS, sensor networks, edge computing, and big-data analytics, to provide a comprehensive view of an organizations's operations. We help organizations to track the location and status of assets in real-time, identify inefficiencies, and make decisions that drive business growth. Our IoT stack covers all the technology layers, from the edge devices to the cloud. It includes hardware components such as sensors and gateways, a robust software platforms for data management and analysis, and a user-friendly dashboard for real-time monitoring and control. Our solutions also offer robust security features to help ensure the protection of sensitive data. Additionally, Inpixon's RTLS provides scalability and flexibility, allowing organizations to easily integrate it with their existing systems and add new capabilities as their needs evolve. In addition to our Indoor Intelligence technologies and solutions, we previously offered: • Digital solutions (eTearsheets; eInvoice, adDelivery) or cloud-based applications and analytics for the advertising, media and publishing industries through our advertising management platform which was referred to as Shoom by Inpixon; and • A comprehensive set of data analytics and statistical visualization solutions for engineers and scientists which was referred to as SAVES by Inpixon. During the fourth quarter and as of December 31, 2023, both the Shoom and SAVES operating segments and a portion of the Indoor Intelligence segment, were disposed of or met the held for sale criteria and represented a strategic shift in the Company's operations. As a result, these segments have been presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented except for the Consolidated Statements of Cash Flows, which are presented on a consolidated basis for both continuing operations and discontinued operations. In addition, the Company also notes that as of December 31, 2023, the divesiture of our Enterprise Apps line, which was completed in the first quarter of 2023, is presented as discontinued operations and as such, has been excluded from both continuing operations and segment results for all periods presented. This divestiture represented a portion of the Indoor Intelligence operating segment. Following these divestitures, only the Indoor Intelligence operating segment remains as of December 31, 2023. The operating segments included in discontinued operations are related to the Grafiti Holding Inc., Grafiti LLC, and Enterprise Apps divestitures. See Note 4 and Note 6 for more information on the Enterprise Apps divestiture and the Grafiti Holding Inc. and Grafiti LLC divestitures, respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Liquidity and Going Concern As of December 31, 2023, the Company has working capital of approximately $3.6 million and cash of approximately $6.3 million. For the year ended December 31, 2023, the Company incurred a net loss attributable to common stockholders of approximately $45.9 million and net cash used in operating activities during the year ended December 31, 2023 was $29.2 million. On May 15, 2023, the Company entered into a warrant purchase agreement with multiple purchasers for the purchase and sale of up to an aggregate of 1,500,000 of warrants (the “May 2023 Warrants”). The 1,500,000 May 2023 Warrants were issued for aggregate gross proceeds of approximately $1.5 million. The aggregate net proceeds from the offerings, after deducting the placement agent fees and other estimated offering expenses, were approximately $1.4 million. During July 2023, the Company issued 90,000 shares of common stock in connection with the exercise of 90,000 May 2023 Warrants with an exercise price of $26.00 per share for which the Company received gross proceeds of approximately $2.3 million. On December 15, 2023, the Company entered into warrant inducement letter agreements with certain holders of the May 2023 Warrants in order to induce the holders to exercise 491,310 existing warrants. The holders paid an aggregate of approximately $2.5 million to the Company for the exercise of the warrant and after deducting offering expenses the net proceeds to the Company were approximately $2.2 million. During the year ended December 31, 2023, the Company sold 703,756 shares of common stock at share prices between $13.96 and $186.00 per share under an Equity Distribution Agreement for gross proceeds of approximately $27.4 million or net proceeds of $26.5 million after deducting the placement agency fees and other offering expenses. The Company cannot assure you that we will ever earn revenues sufficient to support our operations, or that we will ever be profitable. In order to continue our operations, we have supplemented the revenues we earned with proceeds from the sale of our equity and debt securities and proceeds from loans and bank credit lines. Certain global events, such as the recent military conflict between Russia and Ukraine and Israel and Hamas, market volatility and other general economic factors that are beyond our control may impact our results of operations. These factors can include interest rates; recession; inflation; unemployment trends; the threat or possibility of war, terrorism or other global or national unrest; political or financial instability; and other matters that influence our customers spending. Increasing volatility in financial markets and changes in the economic climate could adversely affect our results of operations. We also expect that supply chain interruptions and constraints, and increased costs on parts, materials and labor may continue to be a challenge for our business. The impact that these global events will have on general economic conditions is continuously evolving and the impact that they will have on our results of operations continues to remain uncertain. There are no assurances that we will not be materially adversely effected. The Company's recurring losses and utilization of cash in its operations are indicators of going concern. The Company’s consolidated financial statements as of December 31, 2023 have been prepared under the assumption that the Company will continue as a going concern for the next twelve months from the date the financial statements are issued. Management’s plans and assessment of the probability that such plans will mitigate and alleviate any substantial doubt about the Company’s ability to continue as a going concern is dependent upon the ability to obtain additional equity or debt financing, and attain further operating efficiency, which together represent the principal conditions that raise substantial doubt about our ability to continue as a going concern. The Company’s consolidated financial statements as of December 31, 2023 do not include any adjustments that might result from the outcome of this uncertainty. Consolidations The consolidated financial statements have been prepared using the accounting records of Inpixon, Grafiti LLC, Grafiti GmbH, formerly known as Inpixon GmbH, Inpixon Holding UK Limited, Inpixon GmbH, formerly known as Nanotron Technologies, GmBh, Intranav GmbH, Inpixon India Limited, Game Your Game, Inc. and Active Mind Technology Limited. The consolidated financial statements also include financial data of Inpixon Canada, Inc., Design Reactor, Inc. and Inpixon Philippines, Inc. through March 14, 2023, which is the date those entities were spun off in the Enterprise Apps Spin-off and Business Combination transaction discussed in Note 4. The consolidated financial statements also include the financial data of Grafiti Holding Inc. and Inpixon Limited through December 27, 2023, which is the date those entities were spun off in the Solutions Divestiture- Grafiti Holding Inc. transaction discussed in Note 6. All material inter-company balances and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during each of the reporting periods. Actual results could differ from those estimates. The Company’s significant estimates consist of: • the valuation of stock-based compensation; • the valuation of the Company's common stock issues in transactions, including acquisitions; • the allowance for credit losses; • the valuation of loans receivable; • the valuation of equity securities; • the valuation of warrant liabilities; • the valuation allowance for deferred tax assets; • impairment of long-lived assets; and • useful lives of property, plant and equipment, intangible assets and software development costs. Cash and Cash Equivalents Cash and cash equivalents consist of cash, checking accounts, money market accounts and temporary investments with maturities of three months or less when purchased. As of December 31, 2023 and 2022, the Company had no cash equivalents. Accounts Receivable, net of Allowance for Credit Losses Accounts receivables are stated at the amount the Company expects to collect. The Company recognizes an allowance for credit losses to ensure accounts receivables are not overstated due to un-collectability. Reserves for credit losses are maintained for various customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. An additional reserve for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligation, such as in the case of bankruptcy filings, or deterioration in such customer’s operating results or financial position. If circumstances related to a customer change, estimates of the recoverability of receivables would be further adjusted. Inventory Finished goods are measured at the cost of manufactured products including direct materials and subcontracted services. Nanotron, states finished goods at the lower of cost and net realizable value on an average cost basis. As the inventory held by Nanotron is typically small dollar value items with small variances in price, an estimate or average is used to determine the balance of inventory. All other subsidiaries of the Company state inventory utilizing the first-in, first-out method. The Company continually analyzes its slow-moving, excess and obsolete inventories. Based on historical and projected sales volumes and anticipated selling prices, the Company establishes reserves. If the Company does not meet its sales expectations, these reserves are increased. Products that are determined to be obsolete are written down to net realizable value. As of December 31, 2023 and 2022, the Company had recorded an inventory obsolescence of approximately $0.4 million. Short-term investments Investments with maturities greater than 90 days but less than one year are classified as short-term investments on the consolidated balance sheets and consist of U.S. Treasury Bills. Accrued interest on U.S. Treasury bills are also classified as short term investment. Our short-term investments are considered available for use in current operations, are classified as available-for-sale securities. Available for sale securities are carried at fair value, with unrealized gains and losses included in the other income (expense) line of the Consolidated Statements of Operations. There were no short-term investments outstanding as of December 31, 2023 or 2022 and no unrealized gain or loss was recorded on available for sale securities for the year ended December 31, 2023 or 2022. Property and Equipment, net Property and equipment are recorded at cost less accumulated depreciation and amortization. The Company depreciates its property and equipment for financial reporting purposes using the straight-line method over the estimated useful lives of the assets, which range from 3 to 10 years. Leasehold improvements are amortized over the lesser of the useful life of the asset or the initial lease term. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures, which extend the economic life, are capitalized. When assets are retired, or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized. Intangible Assets Intangible assets primarily consist of developed technology, customer lists/relationships, non-compete agreements, intellectual property agreements, and trade names/trademarks. They are amortized ratably over a range of 1 to 15 years, which approximates customer attrition rate and technology obsolescence. The Company assesses the carrying value of its intangible assets for impairment each year. Based on its assessments, the Company has recorded no impairment during the years ended December 31, 2023 and 2022, respectively. Goodwill The Company tests goodwill for potential impairment at least annually, or more frequently if an event or other circumstance indicates that the Company may not be able to recover the carrying amount of the net assets of the reporting unit. The Company has determined that the reporting unit is the entire company, due to the integration of all of the Company’s activities. In evaluating goodwill for impairment, the Company may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If the Company bypasses the qualitative assessment, or if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company performs a quantitative impairment test by comparing the fair value of a reporting unit with its carrying amount. The Company calculates the estimated fair value of a reporting unit using a weighting of the income and market approaches. For the income approach, the Company uses internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. For the market approach, the Company uses internal analyses based primarily on market comparables. The Company bases these assumptions on its historical data and experience, third party appraisals, industry projections, micro and macro general economic condition projections, and its expectations. The Company has recorded impairment of goodwill from continuing operations of zero and $1.2 million during the years ended December 31, 2023 and 2022, respectively. Goodwill was fully impaired as of December 31, 2023 and December 31, 2022. Software Development Costs The Company develops and utilizes internal software for the processing of data provided by its customers. Costs incurred in this effort are accounted for under the provisions of ASC 350-40, "Internal Use Software" and ASC 985-20, "Software – Cost of Software to be Sold, Leased or Marketed", whereby direct costs related to development and enhancement of internal use software is capitalized, and costs related to maintenance are expensed as incurred. The Company capitalizes its direct internal costs of labor and associated employee benefits that qualify as development or enhancement. These software development costs are amortized over the estimated useful life which management has determined ranges from 1 to 5 years. Leases and Right-of-Use Assets The Company determines if an arrangement is a lease at its inception. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company generally uses their incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments, because the implicit rate of the lease is generally not known. Right-of-use assets related to the Company's operating lease liabilities are measured at lease inception based on the initial measurement of the lease liability, plus any prepaid lease payments and less any lease incentives. The Company's lease terms that are used in determining their operating lease liabilities at lease inception may include options to extend or terminate the leases when it is reasonably certain that the Company will exercise such options. The Company amortizes their right-of-use assets as operating lease expense generally on a straight-line basis over the lease term and classify both the lease amortization and imputed interest as operating expenses. The Company does not recognize lease assets and lease liabilities for any lease with an original lease term of less than one year. Research and Development Research and development costs consist primarily of professional fees and compensation expense. All research and development costs are expensed as incurred. Research and development costs as of December 31, 2023 and 2022 were $4.4 million and $4.5 million, respectively. Loans and Notes Receivable The Company evaluates loans and notes receivable that don’t qualify as securities pursuant to ASC 310 – "Receivables", wherein such loans would first be classified as either “held for investment” or ‘held for sale”. Loans would be classified as “held for investment”, if the Company has the intent and ability to hold the loan for the foreseeable future, or to maturity or pay-off. Loans would be classified as “held for sale”, if the Company intends to sell the loan. Loan receivables classified as “held for investment” are carried on the balance sheet at their amortized cost and are periodically evaluated for impairment. Loan receivables classified as “held for sale” are carried on the balance sheet at the lower of their amortized cost or fair value, with a valuation allowance being recorded (with a corresponding income statement charge) if the amortized cost exceeds the fair value. For loans carried on the balance sheet at fair value, changes to the fair value amount that relate solely to the passage of time will be recorded as interest income. Income Taxes The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Income tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain. Non-Controlling Interest The Company has an 82.5% equity interest in Inpixon India, and a 79.54% equity interest in Game Your Game as of December 31, 2023. The portion of the Company’s equity attributable to this third party non-controlling interest was approximately $0.4 million and $(1.2) million as of December 31, 2023 and 2022, respectively. The Company's ownership in Game Your Game increased from 55.4% to 79.54% due to the conversion of convertible notes held by the Company during the year ended December 31, 2023. Inpixon India and Game Your Game are included in discontinued operations as they are part of the Solutions Divestiture. See Note 6. The Company disposed of its 99.97% equity interest in Inpixon Philippines in connection with the Closing of the Transactions disclosed under Note 4 herein, which includes the Enterprise Apps Spin-off and the Merger. Foreign Currency Translation Assets and liabilities related to the Company’s foreign operations are calculated using the Indian Rupee, Canadian Dollar, British Pound, Philippine Peso and Euro, and are translated at end-of-period exchange rates, while the related revenues and expenses are translated at average exchange rates prevailing during the period. Translation adjustments are recorded as a separate component of consolidated stockholders’ equity, totaling a gain/(loss) of approximately $(0.4) million and $1.0 million for the years ended December 31, 2023 and 2022, respectively. Gains or losses resulting from transactions denominated in foreign currencies are included in general and administrative expenses in the consolidated statements of operations. The Company engages in foreign currency denominated transactions with customers that operate in functional currencies other than the U.S. dollar. Aggregate foreign currency net transaction losses were not material for the years ended December 31, 2023 and 2022. Comprehensive Income (Loss) The Company reports comprehensive income (loss) and its components in its consolidated financial statements. Comprehensive loss consists of net loss, foreign currency translation adjustments and unrealized gains and losses from marketable securities, affecting stockholders’ (deficit) equity that, under GAAP, are excluded from net loss. Business Combinations The Company accounts for business combinations under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 “Business Combinations” using the acquisition method of accounting, and accordingly, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition. The excess of the purchase price over the estimated fair value is recorded as goodwill. All acquisition costs are expensed as incurred. Upon acquisition, the accounts and results of operations are consolidated as of and subsequent to the acquisition date. Revenue Recognition The Company recognizes revenue when control is transferred of the promised products or services to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services. The Company derives revenue from software as a service, design and implementation services for its Indoor Intelligence systems, and professional services for work performed in conjunction with its systems. Hardware and Software Revenue Recognition For sales of hardware and software products, the Company’s performance obligation is satisfied at a point in time when they are shipped to the customer. This is when the customer has title to the product and the risks and rewards of ownership. The delivery of products to the Company's customers occurs in a variety of ways, including (i) as a physical product shipped from the Company’s warehouse, (ii) via drop-shipment by a third-party vendor, or (iii) via electronic delivery with respect to software licenses. The Company leverages drop-ship arrangements with many of its vendors and suppliers to deliver products to customers without having to physically hold the inventory at its warehouse. In such arrangements, the Company negotiates the sale price with the customer, pays the supplier directly for the product shipped, bears credit risk of collecting payment from its customers and is ultimately responsible for the acceptability of the product and ensuring that such product meets the standards and requirements of the customer. Accordingly, the Company is the principal in the transaction with the customer and records revenue on a gross basis. The Company receives fixed consideration for sales of hardware and software products. The Company’s customers generally pay within 30 to 60 days from the receipt of a customer approved invoice. The Company has elected the practical expedient to expense the costs of obtaining a contract when they are incurred because the amortization period of the asset that otherwise would have been recognized is less than a year. Software As A Service Revenue Recognition With respect to sales of the Company’s maintenance, consulting and other service agreements including the Company’s digital advertising and electronic services, customers pay fixed monthly fees in exchange for the Company’s service. The Company’s performance obligation is satisfied over time as the digital advertising and electronic services are provided continuously throughout the service period. The Company recognizes revenue evenly over the service period using a time-based measure because the Company is providing continuous access to its service. The Company notes that this revenue stream is part of the Shoom operating segment which is presented as discontinued operations as of December 31, 2023. Professional Services Revenue Recognition The Company’s professional services include milestone, fixed fee and time and materials contracts. Professional services under milestone contracts are accounted for using the percentage of completion method. As soon as the outcome of a contract can be estimated reliably, contract revenue is recognized in the consolidated statement of operations in proportion to the stage of completion of the contract. Contract costs are expensed as incurred. Contract costs include all amounts that relate directly to the specific contract, are attributable to contract activity, and are specifically chargeable to the customer under the terms of the contract. Professional services are also contracted on the fixed fee and time and materials basis. Fixed fees are paid monthly, in phases, or upon acceptance of deliverables. The Company’s time and materials contracts are paid weekly or monthly based on hours worked. Revenue on time and material contracts is recognized based on a fixed hourly rate as direct labor hours are expended. Materials, or other specified direct costs, are reimbursed as actual costs and may include markup. The Company has elected the practical expedient to recognize revenue for the right to invoice because the Company’s right to consideration corresponds directly with the value to the customer of the performance completed to date. For fixed fee contracts including maintenance service provided by in house personnel, the Company recognizes revenue evenly over the service period using a time-based measure because the Company is providing continuous service. Because the Company’s contracts have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. Anticipated losses are recognized as soon as they become known. For the years ended December 31, 2023 and 2022, the Company did not incur any such losses. These amounts are based on known and estimated factors. License Revenue Recognition The Company enters into contracts with its customers whereby it grants a non-exclusive on-premise license for the use of its proprietary software. The contracts provide for either (i) a one year stated term with a one year renewal option, (ii) a perpetual term or (iii) a two year term for students with the option to upgrade to a perpetual license at the end of the term. The contracts may also provide for yearly on-going maintenance services for a specified price, which includes maintenance services, designated support, and enhancements, upgrades and improvements to the software (the “Maintenance Services”), depending on the contract. Licenses for on-premises software provide the customer with a right to use the software as it exists when made available to the customer. All software provides customers with the same functionality and differ mainly in the duration over which the customer benefits from the software. The timing of the Company's revenue recognition related to the licensing revenue stream is dependent on whether the software licensing agreement entered into represents a good or service. Software that relies on an entity’s IP and is delivered only through a hosting arrangement, where the customer cannot take possession of the software, is a service. A software arrangement that is provided through an access code or key represents the transfer of a good. Licenses for on-premises software represents a good and provide the customer with a right to use the software as it exists when made available to the customer. Customers may purchase perpetual licenses or subscribe to licenses, which provide customers with the same functionality and differ mainly in the duration over which the customer benefits from the software. Revenue from distinct on-premises licenses is recognized upfront at the point in time when the software is made available to the customer. Renewals or extensions of licenses are evaluated as distinct licenses (i.e., a distinct good or service), and revenue attributed to the distinct good or service cannot be recognized until (1) the entity provides the distinct license (or makes the license available) to the customer and (2) the customer is able to use and benefit from the distinct license. Renewal contracts are not combined with original contracts, and, as a result, the renewal right is evaluated in the same manner as all other additional rights granted after the initial contract. The revenue is not recognized until the customer can begin to use and benefit from the license, which is typically at the beginning of the license renewal period. Therefore, the Company recognizes revenue resulting from renewal of licensed software at a point in time, specifically, at the beginning of the license renewal period. The Company recognizes revenue related to Maintenance Services evenly over the service period using a time-based measure because the Company is providing continuous service and the customer simultaneously receives and consumes the benefits provided by the Company’s performance as the services are performed. Contract Balances The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. The Company records a receivable when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. The Company recognized $0.5 million and $0.8 million of previously deferred revenue as revenue from continuing operations during the years ended December 31, 2023 and 2022, respectively. The Company had deferred revenue of approximately $0.6 million and $0.5 million as of December 31, 2023 and 2022, respectively, related to cash received in advance for product maintenance services and professional services provided by the Company’s technical staff. The Company expects to satisfy its remaining performance obligations for these maintenance services and professional services, and recognize the deferred revenue and related contract costs over the next twelve months. Costs to Obtain a Contract The Company recognizes eligible sales commissions as an asset as the commissions are an incremental cost of obtaining a contract with the customer and the Company expects to recover these costs. The capitalized costs are amortized over the expected contract term. Cost to Fulfill a Contract The Company incurs costs to fulfill their obligations under a contract once it has obtained, but before transferring goods or services to the customer. These costs are recorded as an asset as these costs are an incremental cost of fulfilling the contract with the customer and the Company expects to recover these costs. The capitalized costs are amortized over the expected remaining contract term. Multiple Performance Obligations The Company enters into contracts with customers for its technology that include multiple performance obligations. Each distinct performance obligation was determined by whether the customer could benefit from the good or service on its own or together with readily available resources. The Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company's process for determining standalone selling price considers multiple factors including the Company's internal pricing model and market trends that may vary depending upon the facts and circumstances related to each performance obligation. Sales and Use Taxes The Company presents transactional taxes such as sales and use tax collected from customers and remitted to government authorities on a net basis. Shipping and Handling Costs Shipping and handling costs are expensed as incurred as part of cost of revenues. These costs were deemed to be nominal during each of the reporting periods. Advertising Costs Advertising costs are expensed as incurred. The Company incurred advertising costs, which are included in selling, general and administrative expenses of approximately $0.3 million and $0.2 million during the years ended December 31, 2023 and 2022, respectively. Stock-Based Compensation The Company accounts for options granted to employees, consultants and other non-employees by measuring the cost of services received in exchange for the award of equity instruments based upon the fair value of the award on the date of grant. The fair value of that award is then ratably recognized as an expense over the period during which the recipient is required to provide services in exchange for that award. Forfeitures of unvested stock options are recorded when they occur. The Company incurred stock-based compensation charges of approximately $1.0 million and $3.7 million for each of the years ended December 31, 2023 and 2022, respectively, which are included in general and administrative expenses, of which approximately $0.2 million and approximately $1.9 million pertain to discontinued operations. Acquisition-Related Costs The Company recognized acquisition-related costs of approximately $4.2 million for the year ended December 31, 2023, primarily related to the XTI transaction outlined in Note 5. These acquisition-related costs include professional fees incurred by the Company. The Company recognized acquisition-related costs of approximately $0.4 million for the year ended December 31, 2022 related to various other acquisitions. Transaction Costs The Company recognized transaction costs of approximately $3.1 million for the year ended December 31, 2023 related to the Enterprise Apps Spin-off in the form of bonuses paid to the Company's management, former management and professional fees that were incurred by the Company. Net Loss Per Share The Company computes basic and diluted earnings per share by dividing net loss by the weighted average number of common shares outstanding during the period. Basic and diluted net loss per common share were the same since the inclusion of common shares issuable |
Disaggregation of Revenue
Disaggregation of Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Disaggregation of Revenue Disaggregation of Revenue The Company recognizes revenue when control is transferred of the promised products or services to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services. The Company derives revenue from software as a service, design and implementation services for its Indoor Intelligence systems, and professional services for work performed in conjunction with its systems recognition policy. Revenues consisted of the following (in thousands): For the Years Ended December 31, 2023 2022 Recurring revenue Software $ 907 $ 655 Total recurring revenue $ 907 $ 655 Non-recurring revenue Hardware $ 2,968 $ 3,882 Software 371 129 Professional services 316 1,443 Total non-recurring revenue $ 3,655 $ 5,454 Total Revenue $ 4,562 $ 6,109 For the Years Ended December 31, 2023 2022 Revenue recognized at a point in time Indoor Intelligence (1) $ 3,338 $ 4,011 Total $ 3,338 $ 4,011 Revenue recognized over time Indoor Intelligence (2) (3) $ 1,224 $ 2,098 Total $ 1,224 $ 2,098 Total Revenue $ 4,562 $ 6,109 (1) Hardware and Software's performance obligation is satisfied at a point in time where when they are shipped to the customer. (2) Professional services are also contracted on the fixed fee and time and materials basis. Fixed fees are paid monthly, in phases, or upon acceptance of deliverables. The Company has elected the practical expedient to recognize revenue for the right to invoice because the Company’s right to consideration corresponds directly with the value to the customer of the performance completed to date, in which revenue is recognized over time. (3) Software As A Service Revenue's performance obligation is satisfied evenly over the service period using a time-based measure because the Company is providing continuous access to its service and service is recognized over time. |
XTI Merger Agreement
XTI Merger Agreement | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
XTI Merger Agreement | XTI Merger Agreement On July 24, 2023, Inpixon entered into an Agreement and Plan of Merger by and among Inpixon, Superfly Merger Sub Inc., and XTI Aircraft Company. Pursuant to the XTI Merger Agreement, on March 12, 2024 (the “Closing Date”), Merger Sub merged with and into Legacy XTI, with Legacy XTI surviving the XTI Merger as Inpixon's wholly-owned subsidiary. Following the effective time of the XTI Merger on the Closing Date, we amended our articles of incorporation to change our name from "Inpixon" to "XTI Aerospace, Inc." and the combined company opened for trading on the Nasdaq Capital Market on March 13, 2024 under the new ticker symbol “XTIA”. Subject to the terms and conditions of the Merger Agreement, at the effective time of the merger (the “Effective Time”): (i) Each share of XTI common stock outstanding immediately prior to the Effective Time (excluding any shares to be canceled pursuant to the Merger Agreement and shares held by holders of XTI common stock who have exercised and perfected appraisal rights) will automatically be converted into the right to receive a number of shares of Inpixon common stock equal to the Exchange Ratio (as described below). Immediately prior to the Effective Time, all but $175,000 of the total principal and accrued interest balance of the convertible note issued by Legacy XTI to Dave Brody on October 1, 2023, as amended on March 12, 2024, was converted into shares of Legacy XTI common stock immediately prior to the Effective Time, enabling him to participate in the XTI Merger on the same basis as the other shares of XTI common stock. The remaining $175,000 became payable in cash by Legacy XTI upon consummation of the XTI Merger. (ii) Each option to purchase shares of XTI common stock outstanding and unexercised immediately prior to the Effective Time will be assumed by Inpixon and will become an option, subject to any applicable vesting conditions, to purchase shares of Inpixon common stock with the number of shares of Inpixon common stock underlying the unexercised portions of such options and the exercise prices for such options to be adjusted to reflect the Exchange Ratio. (iii) Each warrant to purchase shares of XTI common stock outstanding and unexercised immediately prior to the Effective Time will be assumed by Inpixon and will become a warrant to purchase shares of Inpixon common stock with the number of shares of Inpixon common stock underlying such warrants and the exercise prices for such warrants will be adjusted to reflect the Exchange Ratio. Subject to adjustment pursuant to the formula for the Exchange Ratio set forth in Exhibit A of the Merger Agreement, the Exchange Ratio will be determined based on (a) the fully diluted capitalization of each of Inpixon and XTI immediately prior to the Effective Time, provided, however, that for this purpose the calculation of Inpixon’s fully diluted capitalization will not take into account any shares of Inpixon common stock issuable after Closing for cash consideration upon conversion, exercise or exchange of derivative securities that are issued by Inpixon in Inpixon Permitted Issuances. “Inpixon Permitted Issuances” are any issuances of common stock or derivative securities by Inpixon for financing or debt cancellation purposes that are permitted under the Merger Agreement and occur after the date of the Merger Agreement but before the Closing. The Exchange Ratio will be subject to certain adjustments to the extent that Inpixon’s Net Cash (as such term is defined on Exhibit A of the Merger Agreement) is greater than or less than $21.5 million and/or any principal and accrued or unpaid interest remains outstanding under those certain promissory notes issued by Inpixon to Streeterville Capital, LLC on July 22, 2022 and December 30, 2022. After application of the Exchange Ratio and subject to those certain adjustments described above, Inpixon stockholders immediately prior to the Effective Time retained approximately 25% of the issued and outstanding capital stock of the combined company and XTI security holders retained approximately 75% of the issued and outstanding capital stock of the combined company, in each case on a fully diluted basis. XTI Promissory Note & Security Agreement Pursuant to the Merger Agreement, on the first calendar day of the month following the date of the Merger Agreement and on the first calendar day of each month thereafter until the earlier of (i) four months following the date of the Merger Agreement and (ii) the Closing Date, Inpixon shall provide loans to XTI on a senior secured basis (each, a “Future Loan”), in such amounts requested by XTI in writing prior to the first calendar day of each such month. Each Future Loan will be in the principal amount of up to $0.5 million, and the aggregate amount of the Future Loans will be up to approximately $1.8 million (or such greater amount as Inpixon shall otherwise agree in its sole and absolute discretion). These Future Loans and security will be evidenced by a Senior Secured Promissory Note (the “XTI Promissory Note”) and a Security and Pledge Agreement (the “Security Agreement”). The XTI Promissory Note provides an aggregate principal amount up to approximately $2.3 million, which amount includes the principal sum of approximately $0.5 million which Inpixon previously advanced to XTI (the “Existing Loans”, collectively with the Future Loans, the “Inpixon Loans to XTI”) plus accrued interest on such amount, and the aggregate principal amount of the Future Loans. The XTI Promissory Note will bear interest at 10% per annum, compounded annually, and for each Future Loan, beginning on the date the Future Loan is advanced to XTI. On November 14, 2023, the principal amount under this note was increased to approximately $3.1 million. The Promissory Note balance and accrued interest as of December 31, 2023 is approximately $3.1 million and $0.04 million, respectively, and is included in the Company's consolidated balance sheet in Notes Receivable. On December 30, 2023, the Company and XTI amended the XTI Promissory Note to revise the date “December 31, 2023” in the definition of Maturity Date to “January 30, 2024”. Effective as of January 30, 2024, the maximum principal amount under the XTI Promissory Note was increased to $4 million and the Maturity Date was extended to March 31, 2024. (See Note 28.) The Company intends to amend the XTI Promissory Note to extend the term thereof. Transaction Bonus Plan On July 24, 2023, the Company's Compensation Committee adopted a Transaction Bonus Plan (the “Plan”), which was amended on March 11, 2024, which is intended to provide incentives to certain employees and other service providers to remain with the Company through the consummation of a Contemplated Transaction or Qualifying Transaction (each as defined below) and to maximize the value of the company with respect to such transaction for the benefit of its stockholders. The Plan will be administered by the Committee. It will automatically terminate upon the earlier of (i) the one-year anniversary of the adoption date, (ii) the completion of all payments under the terms of the Plan, or (iii) at any time by the Committee, provided, however, that the Plan may not be amended or terminated following the consummation of a Contemplated Transaction or Qualifying Transaction without the consent of each participant being affected, except as required by any applicable law. A “Contemplated Transaction” refers to a strategic alternative transaction including an asset sale, merger, reorganization, spin-off or similar transaction (a “Strategic Transaction”) that results in a change of control as defined in the Plan. A Qualifying Transaction refers to a Strategic Transaction that does not result in a change of control for which bonuses may be paid pursuant to the Plan as approved by the Committee. The XTI Proposed Transaction qualifies as a Contemplated Transaction. The bonuses included in the Plan include a cash bonus equal to 100% of the individual's aggregate annual base salary and target bonus amounts, a cash bonus equal up to an aggregate amount of 4% of the applicable transaction value less $6.5 million, and an equity-based bonus, payable in restricted stock. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory as of December 31, 2023 and 2022 consisted of the following (in thousands): As of December 31, 2023 2022 Raw materials $ 353 $ 351 Work-in-process 128 124 Finished goods 1,934 1,522 Inventory $ 2,415 $ 1,997 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment as of December 31, 2023 and 2022 consisted of the following (in thousands): As of December 31, 2023 2022 Computer and office equipment $ 881 $ 826 Furniture and fixtures 103 226 Leasehold improvements 18 19 Software 25 38 Total 1,027 1,109 Less: accumulated depreciation and amortization (750) (767) Total Property and Equipment, Net $ 277 $ 342 Depreciation and amortization expense was approximately $0.3 million and $0.4 million for the years ended December 31, 2023 and 2022, respectively, of which $0.1 million and $0.3 million pertain to discontinued operations. |
Software Development Costs, net
Software Development Costs, net | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
Software Development Costs, net | Software Development Costs, net Capitalized software development costs as of December 31, 2023 and 2022 consisted of the following (in thousands): As of December 31, 2023 2022 Capitalized software development costs $ 1,857 $ 1,767 Accumulated amortization (1,552) (1,243) Software development costs, net $ 305 $ 524 The Company tests its long lived assets for potential impairment at least annually, or more frequently if an event or other circumstance indicates that the Company may not be able to recover the carrying amount of the net assets of the asset group. There was no impairment recorded for the years ended December 31, 2023 and 2022. The weighted average remaining amortization period for the Company’s software development costs is 1.0 year. Amortization expense for capitalized software development costs was approximately $0.7 million and $0.94 million for the years ended December 31, 2023 and 2022, respectively, of which $0.4 million and $0.7 million pertains to discontinued operations. Software development costs, net, will be fully amortized in the year ending December 31, 2024. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company reviews goodwill for impairment on a reporting unit basis on December 31 of each year and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The Company’s significant assumptions in these analyses include, but are not limited to, projected revenue, the weighted average cost of capital, the terminal growth rate, derived multiples from comparable market transactions and other market data. Goodwill impairment expense was approximately $7.6 million for the year ended December 31, 2022, of which $6.4 million pertains to discontinued operations. As of December 31, 2023, the Company's cumulative goodwill impairment charges were approximately $31.0 million of which approximately $19.4 million pertains to discontinued operations and approximately $11.6 million relates to continuing operations of the Indoor Intelligence reporting unit. As of December 31, 2023 and December 31, 2022, the Company's previously recorded goodwill is fully impaired. Intangible assets at December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 2022 Gross Amount Accumulated Amortization Spin-off Net Carrying Amount Gross Amount Accumulated Amortization Impairment Spin-off Net Carrying Amount Remaining Weighted Average Useful Life as of December 31, 2023 IP Agreement $ 167 $ (136) $ — $ 31 $ 162 $ (91) — $ — $ 71 0.75 Trade Name/Trademarks 2,012 (332) (1,584) 96 $ 3,808 $ (1,414) (594) $ (1,675) $ 125 3.00 Webstores & Websites — — — — 404 (258) (146) — — 0.00 Customer Relationships 6,523 (1,035) (4,746) 742 9,413 (2,776) (748) (4,928) 961 1.80 Developed Technology 15,494 (1,993) (12,162) 1,339 22,472 (5,385) (2,921) (12,477) 1,689 4.34 Non-compete Agreements 1,777 (573) (1,204) — 4,270 (2,488) (220) (1,414) 148 0.00 Totals $ 25,973 $ (4,069) $ (19,696) $ 2,208 $ 40,529 $ (12,412) (4,629) $ (20,494) $ 2,994 The Company reviews intangible During the years ended December 31, 2023 and 2022, the Company assessed its long-lived asset groups for impairment due to qualitative triggering events that consisted of missing operating projections, a sustained decrease in stock price, and planned divestitures to sell and/or dispose of long-lived assets before the end of their useful lives. Therefore, the Company calculated the fair value of each asset group’s long-lived assets by utilizing fair value methodologies that are most applicable to each specific asset group. These fair value methodologies included an income based approach, a market based approach and a cost based approach. The Company compared the fair value of each asset group’s long-lived assets to their carrying value as of December 31, 2023 and 2022. The Company determined that the fair value of the long-lived assets included in each asset group were greater than their carrying values as of December 31, 2023. As of December 31, 2022, the Company determined that the carrying value of the long-lived assets included in the SAVES and Indoor Intelligence segments were greater than their fair values as of December 31, 2022. Therefore, an impairment loss of $1.5 million for the SAVES segment and $3.1 million for the Game Your Game product line which is part of the Indoor Intelligence segment was recorded for a total of $4.6 million as of December 31, 2022. The Company notes that as of December 31, 2023, the Grafiti LLC and Grafiti Holding Inc. divesiture, which includes the SAVES operating segment and the Game Your Game portion of the Indoor Intelligence segment, are presented as discontinued operations and, as such, the 2022 impairment losses have been excluded from both continuing operations and segment results for all periods presented. Aggregate Amortization Expense: Aggregate amortization expense was approximately $1.6 million and $6.1 million for the years ended December 31, 2023 and 2022, respectively, of which $0.8 million and $5.2 million pertain to discontinued operations. Future amortization expense on intangibles assets is anticipated to be as follows (in thousands): For the Years Ending December 31, Amount 2024 $ 697 2025 613 2026 417 2027 329 2028 152 Total $ 2,208 |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Contract with Customer, Liability [Abstract] | |
Deferred Revenue | Deferred Revenue Deferred revenue as of December 31, 2023 and 2022 consisted of the following (in thousands): As of December 31, 2023 2022 Deferred Revenue Maintenance agreements $ 608 $ 520 Service agreements 17 26 Total Deferred Revenue $ 625 $ 546 The fair value of the deferred revenue approximates the services to be rendered. The Company recognized $0.5 million and $0.8 million of previously deferred revenue as revenue from continuing operations during the years ended December 31, 2023 and 2022, respectively. The Company expects to satisfy its remaining performance obligations for these maintenance and service agreements, and recognize the deferred revenue over the next twelve months. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities as of December 31, 2023 and December 31, 2022 consisted of the following (in thousands): As of December 31, 2023 2022 Accrued Interest Expense $ 951 $ 1,197 Accrued Compensation and Benefits 482 134 Accrued Other 292 19 Accrued Bonus and Commissions 276 369 Accrued sales and other indirect taxes payable 6 117 Total Accrued Liabilities $ 2,007 $ 1,836 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt as of December 31, 2023 and 2022 consisted of the following (in thousands): Short-Term Debt Maturity 2023 2022 July 2022 Promissory Note (net of $760 debt discount) 5/17/2024 $ — $ 6,045 Dec 2022 Promissory Note (net of $33 and $1,880 debt discount) 5/17/2024 8,624 6,520 Third party note payable 12/31/2024 114 — Total Short-Term Debt $ 8,738 $ 12,565 Interest expense on the short-term debt totaled approximately $4.9 million and $1.0 million which is inclusive of approximately $2.5 million and $0.5 million that was amortized to interest expense from the combined amortization of deferred financing costs and note discounts recorded at issuance for the Short Term Debt for the periods ending December 31, 2023 and 2022, respectively. Notes Payable March 2020 Note Purchase Agreement and Promissory Note On March 18, 2020, the Company entered into a note purchase agreement with Iliad, pursuant to which the Company agreed to issue and sell to the holder an unsecured promissory note (the "March 2020 Note"). During the year ended December 31, 2023, the Company entered into exchange agreements with Iliad, pursuant to which the Company and Iliad agreed to: (i) partition new promissory notes in the form of the March 2020 Note equal to approximately $0.9 million and then cause the outstanding balance of the March 2020 10% Note to be reduced by approximately $0.9 million; and (ii) exchange the partitioned note for the delivery of 6,113 shares of the Company's common stock at effective prices between $109.00 and $168.00 per share. The Company analyzed the exchange of the principal under the March 2020 10% Note as an extinguishment and compared the net carrying value of the debt being extinguished to the reacquisition price (shares of common stock being issued) and there was no loss on the exchange for debt for equity. The March 2020 Note was satisfied in full during the year ended December 31, 2023. July 2022 Note Purchase Agreement and Promissory Note On July 22, 2022, the Company entered into a note purchase agreement (the "Purchase Agreement") with Streeterville Capital, LLC (the “Holder”), pursuant to which the Company agreed to issue and sell to the Holder an unsecured promissory note (the “July 2022 Note”) in an aggregate initial principal amount of $6.5 million (the “Initial Principal Amount”), which is payable on or before the date that is 12 months from the issuance date (the “Maturity Date”). The Initial Principal Amount includes an original issue discount of $1.5 million and $0.02 million that the Company agreed to pay to the Holder to cover the Holder’s legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the Note, the Holder paid an aggregate purchase price of $5.0 million (the “Transaction”). Interest on the Note accrued at a rate of 10% per annum, which is payable on the maturity date. We may pay all or any portion of the amount owed earlier than it is due; provided that in the event we may elect to prepay all or any portion of the outstanding balance, it shall pay to the Holder 115% of the portion of the outstanding balance we may elect to prepay. Beginning on the date that is 6 months from the issue date and at the intervals indicated below until the Note is paid in full, the Holder shall have the right to redeem up to an aggregate of 1/3 of the initial principal balance of the Note for cash each month. The July 2022 Note includes customary event of default provisions, subject to certain cure periods, and provides for a default interest rate of 22%. Upon the occurrence of an event of default (except default due to the occurrence of bankruptcy or insolvency proceedings), the Holder may, by written notice, declare all unpaid principal, plus all accrued interest and other amounts due under the July 2022 Note to be immediately due and payable. Upon the occurrence of bankruptcy-related event of default, without notice, all unpaid principal, plus all accrued interest and other amounts due under the July 2022 Note will become immediately due and payable at the mandatory default amount. Under the terms of the July 2022 Note, if the note is still outstanding after 6 months from the issuance date, or as of January 22, 2023, a 10% monitoring fee would be added to the balance of the note. On January 31, 2023, the Holder agreed to reduce the one time monitoring fee from 10% to 5%. On May 16, 2023, the Company entered into an amendment (the “July 2022 Note Amendment”) to the July 2022 Note pursuant to which the maturity date was extended from July 22, 2023 to May 17, 2024 (the “July 2022 Note Maturity Date Extension”). In exchange for the July 2022 Note Maturity Date Extension, the Company agreed to pay the Holder an extension fee in the amount of $0.1 million, which was added to the outstanding balance of the July 2022 Note. The extension was treated as a modification and capitalized and amortized to interest expense over the term of the extension. During the year ended December 31, 2023, the Company entered into exchange agreements with the Holder, pursuant to which the Company and the Holder agreed to: (i) partition new promissory notes in the form of the July 2022 Note equal to approximately $7.6 million and then cause the outstanding balance of the July 2022 Note to be reduced by approximately $7.6 million; and (ii) exchange the partitioned notes for the delivery of 469,046 shares of the Company’s common stock, at effective prices between $5.56 and $91.50 per share. The Company analyzed the exchange of the principal under the July 2022 Note as an extinguishment and compared the net carrying value of the debt being extinguished to the reacquisition price (shares of common stock being issued) and recorded a $0.1 million loss on the exchange for debt for equity which is included in the other income/expense line of the consolidated statement of operations. December 2022 Note Purchase Agreement and Promissory Note On December 30, 2022, we entered into a note purchase agreement with Streeterville Capital, LLC (the "Holder"), pursuant to which we agreed to issue and sell to the Holder an unsecured promissory note (the "December 2022 Note") in an aggregate initial principal amount of $8.4 million, which is payable on or before the date that is 12 months from the issuance date. The initial principal amount of includes an original issue discount of $1.9 million and $0.02 million that we agreed to pay to the Holder to cover the Holder's legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the Note, the Holder paid an aggregate purchase price of $6.5 million. Interest on the December 2022 Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the December 2022 Note. We may pay all or any portion of the amount owed earlier than it is due; provided that in the event we may elect to prepay all or any portion of the outstanding balance, it shall pay to the Holder 115% of the portion of the outstanding balance we may elect to prepay. Beginning on the date that is 6 months from the issuance date and at the intervals indicated below until the December 2022 Note is paid in full, the Holder shall have the right to redeem up to an aggregate of 1/6th of the initial principal balance of the December 2022 Note plus any interest accrued thereunder each month by providing written notice delivered to us; provided, however, that if the Holder does not exercise any monthly redemption amount in its corresponding month then such monthly redemption amount shall be available for the Holder to redeem in any further month in addition to such future month's monthly redemption amount. Upon receipt of any monthly redemption notice, we shall pay the applicable monthly redemption amount in cash to the Holder within five (5) business days of the Company's receipt of such monthly redemption notice. The December 2022 Note includes customary event of default provisions, subject to certain cure periods, and provides for a default interest rate of 22%. Upon the occurrence of an event of default (except default due to the occurrence of bankruptcy or insolvency proceedings), the Holder may, by written notice, declare all unpaid principal, plus all accrued interest and other amounts due under the December 2022 Note to be immediately due and payable. Upon the occurrence of bankruptcy-related event of default, without notice, all unpaid principal, plus all accrued interest and other amounts due under the December 2022 Note will become immediately due and payable at the mandatory default amount. Under the terms of the December 2022 Note, if the note is still outstanding after 6 months from the issuance date, or as of June 30, 2023, a 10% monitoring fee would be added to the balance of the note. On June 30, 2023, a monitoring fee of $0.9 million was added to the balance of the note and accrued to interest expense during the year ended December 31, 2023 which is included in the other income/expense section of the consolidated statements of operations. On May 16, 2023, the Company entered into an amendment (the “December 2022 Note Amendment”) to the December 2022 Note pursuant to which the maturity date of the December 2022 Note was extended from December 30, 2023 to May 17, 2024 (the “December 2022 Note Maturity Date Extension”). In exchange for the December 2022 Note Maturity Date Extension, the Company agreed to pay the Holder an extension fee in the amount of $0.1 million which was added to the outstanding balance of the December 2022 Note. This extension was treated as a modification and capitalized and amortized to interest expense over the term of the extension. During the year ended December 31, 2023, the Company entered into exchange agreements with the Holder, pursuant to which the Company and the Holder agreed to: (i) partition new promissory notes in the form of the Dec 2022 Note equal to approximately $0.7 million and then cause the outstanding balance of the July 2022 Note to be reduced by approximately $0.7 million; and (ii) exchange the partitioned notes for the delivery of 130,000 shares of the Company’s common stock, at effective price of $5.56 per share. The Company analyzed the exchange of the principal under the Dec 2022 Note as an extinguishment and compared the net carrying value of the debt being extinguished to the reacquisition price (shares of common stock being issued) and and there was no loss on the exchange for debt for equity. Third Party Note Payable - Game Your Game Game Your Game, Inc. entered into promissory notes with an individual whereby it received approximately $1.2 million from October 2021 to March 2023 for funding of outside liabilities and working capital needs. The promissory notes incurred a 8% interest rate and had accrued approximately $0.3 million of interest as of October 31, 2023. On October 31, 2023, Game Your Game entered into a Note Conversion Agreement with the individual pursuant to which the approximate $1.5 million outstanding principal and interest balance was converted to 1,461,640 shares of Game Your Game, Inc. common stock, par value $0.001 per share. After the conversion the notes were satisfied in full. Related Party Note Payable - Game Your Game Game Your Game, Inc. entered into promissory notes with the Company whereby it received approximately $4.9 million from October 2021 to October 2023 for funding of outside liabilities and working capital needs. The promissory notes incurred a 8% interest rate and had accrued approximately $0.3 million of interest as of October 31, 2023. On October 31, 2023, the Company entered into a Note Conversion Agreement with Game Your Game, Inc. pursuant to which approximately $5.2 million of the outstanding principal and interest balance of the related party notes held by the Company was converted to 5,207,595 shares of Game Your Game, Inc. common stock, par value $0.001 per share. During November and December 2023, the Company issued an additional $0.2 million of promissory notes to Game Your Game which incurred a 8% interest rate and accrued approximately $0.001 million of interest. On December 29, 2023,the Company entered into a Note Conversion Agreement with Game Your Game, Inc. pursuant to which approximately $0.2 million of the outstanding principal and interest balance of the related party notes held by the Company was converted to 1,586,274 shares of Game Your Game, Inc. common stock, par value $0.001 per share. After the conversions, the Company owns 79.54% of Game Your Game, Inc. Third Party Note Payable - financing agreement |
Capital Raises
Capital Raises | 12 Months Ended |
Dec. 31, 2023 | |
Capital Raises [Abstract] | |
Capital Raises | Capital Raises On March 22, 2022, the Company entered into a Securities Purchase Agreement with certain institutional investors named therein, pursuant to which the Company sold in a registered direct offering (i) 53,197.7234 shares of Series 8 Convertible Preferred Stock and (ii) related warrants to purchase up to an aggregate of 15,045 shares of common stock. Each share of Series 8 Convertible Preferred Stock and the related Warrants were sold at a subscription amount of $940, representing an original issue discount of 6% of the stated value of each share of Series 8 Convertible Preferred Stock for an aggregate subscription amount of $50.0 million. In connection with this offering, the Company filed a Certificate of Designation for the Series 8 Convertible Preferred Stock with the Nevada Secretary of State. Each share of Series 8 Convertible Preferred Stock has a par value of $0.001 per share and stated value of $1,000 per share. The shares of Series 8 Convertible Preferred Stock are convertible into shares of the Company’s common stock, at a conversion price of $3,538.00 per share. Each share of Series 8 Convertible Preferred Stock is entitled to receive cumulative dividends, payable in the same form as dividends paid on shares of the Company’s common stock. At any time beginning on October 1, 2022 and ending ninety 90 days thereafter, the holders of the Series 8 Convertible Preferred Stock have the right to redeem all or part of the shares held by such holder in cash for the redemption price equal to the stated value of such share, plus all accrued but unpaid dividends thereon and all liquidated damages and other costs, expenses or amounts due. Upon redemption, the holder of the Series 8 Convertible Preferred Stock will forfeit 50% of the warrants issued in connection therewith. The holders of the Series 8 Convertible Preferred Stock shall vote together with all other classes and series of stock of the Company as a single class on all actions to be taken by the stockholders of the Company. The Series 8 Convertible Preferred Stock and related warrants subject to forfeiture are recorded as Mezzanine Equity in the accompanying balance sheets as the holder has the option to redeem these shares for cash and the warrants are an embedded feature for the Series 8 Convertible Preferred Stock. The remaining warrants that are not subject to forfeiture are recorded within Stockholders' Equity as the remaining warrants are classified as freestanding instruments containing a total value of $5.6 million. The aggregate net proceeds from the offering, after deducting the placement agent fees and other estimated offering expenses, were approximately $46.9 million. See Note 14 for Preferred Stock and Note 17 for Warrant details. During the year ended December 31, 2022, the Company received cash redemption notices from the holders of the Series 8 Convertible Preferred Stock issued on March 22, 2022, totaling 53,197.72 shares of Series 8 Convertible Preferred Stock for aggregate cash paid of approximately $53.2 million which were thereafter fully redeemed. In conjunction with the redemption, 7,521 warrants were forfeited. Between March 15, 2022 and March 22, 2022, the Company received cash redemption notices from the holders of the Series 7 Convertible Preferred Stock issued on September 15, 2021, totaling 49,250 shares of Series 7 Convertible Preferred Stock for aggregate cash required to be paid of approximately $49.3 million. In addition, in accordance with the related purchase agreement, upon redemption of the Series 7 Convertible Preferred Stock, each holder forfeited 75% of the related warrants that were issued. Therefore, as of March 22, 2022, 49,250 shares of Series 7 Convertible Preferred Stock were redeemed and 3,940 related warrants were forfeited. The Company noted about 71% of the Series 7 Preferred Stock holders that redeemed shares also participated as Series 8 Convertible Preferred Stock holders (“shared holders”). The Company accounted for proceeds of the shared holders as a modification to the Series 7 and Series 8 Convertible Preferred Stock, as well as the related embedded warrants. The total change in fair value as a result of modification related to the Preferred Stock amounted to $2.6 million which were recognized as a deemed dividend at the date of the modification, upon which will be amortized until the redemption period begins on October 1, 2022. The total change in fair value as a result of modification related to the embedded warrants amounted to $1.5 million which was recognized as a deemed contribution at the date of the modification, upon which will be accreted until the redemption period begins on October 1, 2022. On October 18, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor named therein (the “Purchaser”), pursuant to which the Company agreed to issue and sell, in a registered direct offering, 2,531 shares of the Company’s common stock and warrants to purchase up to 38,462 shares of common stock (the “Purchase Warrants”) at a combined offering price of $585.00 per share. The Purchase Warrants have an exercise price of $585.00 per share. Each Purchase Warrant is exercisable for one share of common stock and will be immediately exercisable and will expire five years from the issuance date. The Company also offered and sold to the Purchaser pre-funded warrants to purchase up to 23,110 shares of common stock, in lieu of shares of common stock at the Purchaser’s election. Each pre-funded warrant is exercisable for one share of common stock. The purchase price of each pre-funded warrant was $584.90, and the exercise price of each pre-funded warrant is $0.10 per share. The pre-funded warrants are immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. The Company raised net proceeds of $14.1 million after deduction of sales commissions and other offering expenses. In October 2022, the Company issued 9,310 shares of common stock in connection with the exercise of 9,310 pre-funded warrants at $0.10 per share. On July 22, 2022, the Company entered into an Equity Distribution Agreement (the "Sales Agreement") with Maxim Group LLC (“Maxim”) under which the Company may offer and sell shares of its common stock having an aggregate offering price of up to $25.0 million (the “Shares”) from time to time through Maxim, acting exclusively as the Company’s sales agent (the “ATM Offering”). On June 13, 2023, the Company entered into an amendment to the Sales Agreement with Maxim, pursuant to which the aggregate offering price of the ATM Offering was increased from $25.0 million to approximately $27.4 million. The Company intends to use the net proceeds of the ATM Offering primarily for working capital and general corporate purposes. During the year ended December 31, 2023, the Company sold 703,756 shares of common stock at share prices between $13.96 and $186.00 per share under the Sales Agreement for gross proceeds of approximately $27.4 million or net proceeds of $26.5 million after deducting the placement agency fees and other offering expenses. The Company is not obligated to make any sales of the Shares under the Sales Agreement and no assurance can be given that the Company will sell any additional Shares under the Sales Agreement, or if it does, as to the price or amount of Shares that the Company will sell, or the date on which any such sales will take place. The Company is currently subject to the SEC’s “baby shelf rules,” which prohibit companies with a public float of less than $75 million from issuing securities under a shelf registration statement in excess of one-third of such company’s public float in a 12-month period. These rules may limit future issuances of shares by the Company under the Sales Agreement or other offerings pursuant to the Company’s effective shelf registration statement on Form S-3. On December 29, 2023, the Company entered into Amendment No. 2 to Sales Agreement pursuant to which the parties extended the term of the Sales Agreement until the earliest of (i) December 31, 2024, (ii) the sale of shares of the Company’s common stock having an aggregate offering price equal to the Offering Size (as defined in the Sales Agreement), and (iii) the termination by either Maxim or the Company upon the provision of 15 days written notice or otherwise pursuant to the terms of the Sales Agreement. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Common Stock | Common Stock On January 28, 2022, the Company entered into an exchange agreement with the holder of certain existing warrants which were exercisable for an aggregate of 6,574 shares of the Company’s common stock. Pursuant to the exchange agreement, the Company agreed to issue to the warrant holder an aggregate of 1,842 shares of common stock and rights to receive an aggregate of 525 shares of common stock in exchange for the existing warrants (the "Warrant Exchange").See Note 17. On February 19, 2022, 128 shares of common stock issued in connection with restricted stock grants were withheld for employee taxes. On March 3, 2022, the Company issued 1,450 shares of common stock to the sellers of the CXApp in connection with the satisfaction of an earnout payment. On October 12, 2022, the Company issued 525 shares of common stock in connection with the exercise of a right to shares of common stock granted as part of warrant exchange agreement entered into on January 28, 2022. See Note 17. During the year ended December 31, 2022, the Company issued 2,878 shares of the Company's common stock under an exchange agreement to settle outstanding balances totaling approximately $3.7 million under partitioned notes. On October 18, 2022, the Company entered into a Securities Purchase Agreement with an institutional investor, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 2,531 shares of the Company’s common stock and warrants to purchase up to 38,462 shares of common stock at a combined offering price of 585.00 per share. During the year ended December 31, 2022, the Company issued 9,310 shares of common stock in connection with the exercise of 9,310 pre-funded warrants at $0.10 per share. During the year ended December 31, 2023, the Company issued 13,800 shares of common stock in connection with the exercise of 13,800 pre-funded warrants at $0.10 per share in connection with the October 2022 registered direct offering. During the year ended December 31, 2023, the Company issued 3,249 shares of common stock in connection with a warrant amendment to exchange all of the then outstanding September 2021 warrants and March 2022 warrants. See Note 17. During the year ended December 31, 2023, the Company issued 605,159 shares of common stock under exchange agreements to settle outstanding balance and interest of the March 2020 Note, July 2022 Note and December 2022 Note totaling approximately $9.2 million under partitioned notes. See Note 11 . During year ended December 31, 2023 , the Company issued 581,311 shares of common stock in connection with the exercise of 581,311 warrants for which the Company received gross proceeds of approximately $4.8 million . During the year ended December 31, 2023, the Company issued 703,756 shares of common stock in connection with the ATM Offering at per share prices between $13.96 and $186.00, resulting in gross proceeds to the Company of approximately $27.4 million and net proceeds of $26.5 million after subtracting sales commissions and other offering expenses. Se e Note 12 . |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Temporary Equity [Abstract] | |
Preferred Stock | Preferred Stock The Company is authorized to issue up to 5,000,000 shares of preferred stock with a par value of $0.001 per share with rights, preferences, privileges and restrictions as to be determined by the Company’s Board of Directors. Series 4 Convertible Preferred Stock On April 20, 2018, the Company filed with the Secretary of State of the State of Nevada the Certificate of Designation that created the Series 4 Convertible Preferred Stock (“Series 4 Preferred”), authorized 10,415 shares of Series 4 Preferred and designated the preferences, rights and limitations of the Series 4 Preferred. The Series 4 Preferred is non-voting (except to the extent required by law) and was convertible into the number of shares of common stock, determined by dividing the aggregate stated value of the Series 4 Preferred of $1,000 per share to be converted by $1,674,000.00. As of December 31, 2023 and 2022, there was 1 share of Series 4 Preferred outstanding. Series 5 Convertible Preferred Stock On January 14, 2019, the Company filed with the Secretary of State of the State of Nevada the Certificate of Designation that created the Series 5 Convertible Preferred Stock, authorized 12,000 shares of Series 5 Convertible Preferred Stock and designated the preferences, rights and limitations of the Series 5 Convertible Preferred Stock. The Series 5 Convertible Preferred Stock is non-voting (except to the extent required by law). The Series 5 Convertible Preferred Stock is convertible into the number of shares of Common Stock, determined by dividing the aggregate stated value of the Series 5 Convertible Preferred Stock of $1,000 per share to be converted by $1,123,875.00. As of December 31, 2023 and 2022, there were 126 shares of Series 5 Convertible Preferred Stock outstanding. Series 7 Convertible Preferred Stock Between March 15, 2022 and March 22, 2022, the Company received cash redemption notices from the holders of the Series 7 Convertible Preferred Stock issued on September 15, 2021, totaling 49,250 shares of Series 7 Convertible Preferred Stock for aggregate cash paid of approximately $49.3 million. As of December 31, 2023 and 2022 there were zero shares of Series 7 Convertible Preferred stock outstanding. Series 8 Convertible Preferred Stock On March 22, 2022, the Company filed a Certificate of Designation with the Secretary of State of the State of Nevada, amending the Company’s Articles of Incorporation, as amended, by establishing the Series 8 Convertible Preferred Stock, consisting of 53,197.7234 authorized shares, $0.001 par value per share and $1,000 stated value per share. The Series 8 Convertible Preferred Stock is convertible into the number of shares of common stock, determined by dividing the aggregate stated value of the Series 8 Convertible Preferred Stock of $1,000 per share to be converted by $3,538.00. On March 22, 2022, the Company entered into a securities purchase agreement with certain institutional investors named therein, pursuant to which the Company agreed to issue and sell in a registered direct offering (i) up to 53,197.7234 shares of Series 8 Convertible Preferred Stock and (ii) related warrants to purchase up to an aggregate of 15,045 shares of common stock (the “Warrants”). Each share of Series 8 Convertible Preferred Stock and the related Warrants (see Note 18) were sold at a subscription amount of $940, representing an original issue discount of 6% of the stated value for an aggregate subscription amount of $50.0 million. The shares of Series 8 Convertible Preferred Stocks are recorded as Mezzanine Equity in the accompanying balance sheets as the holder has the option to redeem these shares for cash. The aggregate net proceeds from the offering, after deducting the placement agent fees and other estimated offering expenses, was approximately $46.9 million. The Company has elected to accrete the issuance costs, discount, and freestanding warrants through the date shares can be first be redeemed at the option of the holders, which is the sixth month anniversary of the original issuance date using the effective interest method. During three months ended December 31 2022, the Company received cash redemption notices from the holders of the Series 8 Convertible Preferred Stock issued on March 22, 2022, totaling 53,197.72 shares of Series 8 Convertible Preferred Stock for aggregate cash required to be paid of approximately $53.2 million. As of December 31, 2023, there were zero shares of Series 8 Convertible Preferred Stock outstanding. |
Authorized Share Increase and R
Authorized Share Increase and Reverse Stock Split | 12 Months Ended |
Dec. 31, 2023 | |
Authorized Share Increase and Reverse Stock Split [Abstract] | |
Authorized Share Increase and Reverse Stock Split | Authorized Share Increase and Reverse Stock Split On October 4, 2022, the Company filed a certificate of change with the Secretary of State of the State of Nevada to effect a reverse stock split of the Company's authorized and issued and outstanding shares of common stock, at a ratio of one (1) share of common stock for every seventy five (75) shares of common stock effective as of October 7, 2022 (the "Reverse Stock Split"). The Reverse Stock Split did not alter the par value of the Company's common stock or modify any voting rights or other terms of the common stock. The Reverse Stock Split was primarily intended to bring the Company into compliance with the minimum bid price requirements for maintaining its listing on the Nasdaq Capital Market. The Company has reflected the Reverse Stock Split on a retroactive basis herein, unless otherwise indicated. The Company filed a certificate of amendment to the Company’s articles of incorporation, as amended, with the Secretary of State of the State of Nevada to increase the number of authorized shares of Common Stock from 26,666,667 to 500,000,000 shares effective as of November 29, 2022. The Company effected a reverse stock split of its outstanding common stock at a ratio of 1-for-100, effective as of March 12, 2024, for the purpose of complying with Nasdaq Listing Rule 5550(a)(2) and satisfying the bid price requirements applicable for initial listing applications in connection with the closing of the XTI Merger. The Company has reflected the Reverse Stock Split on a retroactive basis herein, unless otherwise indicated. |
Stock Award Plans and Stock-Bas
Stock Award Plans and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Award Plans and Stock-Based Compensation | Stock Award Plans and Stock-Based Compensation In September 2011, the Company adopted the 2011 Employee Stock Incentive Plan (the “2011 Plan”) which provides for the granting of incentive and non-statutory common stock options and stock based incentive awards to employees, non-employee directors, consultants and independent contractors. The plan was terminated by its terms on August 31, 2021 and no new awards will be issued under the 2011 Plan. In February 2018, the Company adopted the 2018 Employee Stock Incentive Plan (the “2018 Plan” and together with the 2011 Plan, the “Option Plans”), which will be utilized with the 2011 Plan for employees, corporate officers, directors, consultants and other key persons employed. The 2018 Plan will provide for the granting of incentive stock options, NQSOs, stock grants and other stock-based awards, including Restricted Stock and Restricted Stock Units (as defined in the 2018 Plan). Incentive stock options granted under the Option Plans are granted at exercise prices not less than 100% of the estimated fair market value of the underlying common stock at date of grant. The exercise price per share for incentive stock options may not be less than 110% of the estimated fair value of the underlying common stock on the grant date for any individual possessing more that 10% of the total outstanding common stock of the Company. Options granted under the Option Plans vest over periods ranging from immediately to four years and are exercisable over periods not exceeding ten years. The aggregate number of shares that may be awarded under the 2018 Plan as of December 31, 2023 is 62,164,297. As of December 31, 2023, 1,496 of options and restricted stock were granted to employees, directors and consultants of the Company (including 9 shares under our 2011 Plan), and 62,162,810 options were available for future grant under the Option Plans. Employee Stock Options During the year ended December 31, 2022, the Company granted options under the 2018 Plan for the purchase of 1,327 shares of common stock to employees and consultants of the Company. These options are 100% vested or vest pro-rata over 12, 24 or 36 months, have a life of 10 years and an exercise price of $3,974.00 per share. The Company valued the stock options using the Black-Scholes option valuation model and the fair value of the awards was determined to be approximately $1.8 million. The fair value of the common stock as of the grant date was determined to be between $3,974.00 per share. During the year ended December 31, 2023 and 2022, the Company recorded a charge of approximately $1.0 million and $2.9 million, respectively, for the amortization of employee stock options (not including restricted stock awards), which is included in the general and administrative section of the consolidated statement of operations, of which approximately $0.2 million and approximately $1.9 million pertain to discontinued operations. As of December 31, 2023, the fair value of non-vested options totaled approximately $0.8 million, which will be amortized to expense over the weighted average remaining term of 0.98 years. The fair value of each employee option grant is estimated on the date of the grant using the Black-Scholes option-pricing model. Key weighted-average assumptions used to apply this pricing model during the year ended December 31, 2022 were as follows: For the Year Ended December 31, 2022 Risk-free interest rate 1.50% - 1.76% Expected life of option grants 5 years Expected volatility of underlying stock 37.24% - 37.45% Dividends assumption $ — The expected stock price volatility for the Company’s stock options was determined by the historical volatilities for industry peers and used an average of those volatilities. The Company attributes the value of stock-based compensation to operations on the straight-line single option method. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. The dividends assumptions was $0 as the Company historically has not declared any dividends and does not expect to. See below for a summary of the stock options granted under the 2011 and 2018 plans: 2011 Plan 2018 Plan Non Plan Total Weighted Aggregate Outstanding at January 1, 2022 73 2,519 1 2,593 $ 2,335,830.00 $ — Granted — 1,327 — 1,327 3,974.00 — Exercised — — — — — — Expired (16) (145) — (161) 8,071,398.00 — Forfeitures — (186) — (186) 7,497.00 — Outstanding at December 31, 2022 57 3,515 1 3,573 $ 1,701,544.00 $ — Granted — — — — — — Exercised — — — — — — Expired (48) (2,254) (1) (2,303) 2,310,676.00 — Forfeitures — (207) — (207) 7,437.00 — Outstanding at December 31, 2023 9 1,054 — 1,063 $ 730,081.00 $ — Exercisable at December 31, 2023 9 620 — 629 $ 1,241,985.00 $ — Restricted Stock Awards On February 19, 2022, 128 restricted stock grants were forfeited for employee taxes. During the years ended December 31, 2023 and 2022 the Company recorded a charge of approximately $0.03 million and $0.8 million, respectively, for the amortization of vested restricted stock awards. The following table summarizes restricted stock-based award activity granted: Number of Shares Weighted Average Grant Date Fair Value Balance, January 1, 2022 558 $ 13,500.00 Granted — $ — Forfeited (128) $ 13,725.00 Balance, December 31, 2022 430 $ 13,426.00 Granted — $ — Forfeited — $ — Balance, December 31, 2023 430 $ 13,426.00 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants [Abstract] | |
Warrants | Warrants On January 28, 2022, the Company entered into an exchange agreement with the holder of certain existing warrants of the Company which were exercisable for an aggregate of 6,574 shares of the Company’s common stock. Pursuant to the exchange agreement, the Company agreed to issue to the warrant holder an aggregate of 1,842 shares of common stock and rights to receive an aggregate of 525 shares of common stock in exchange for the existing warrants and therefore, 4,733 warrants were forfeited as a result of the exchange. The Company accounted for the exchange agreement as a warrant modification. The Company determined the fair value of the existing warrants as if issued on the exchange agreement date and compared that to the fair value of the common stock issued. The Company calculated the fair value of the existing warrants using a Black-Scholes Option pricing model and determined it to be approximately $1,200.00 per share. The fair value of the common stock issued was based on the closing stock price of the date of the exchange. The total fair value of the warrants prior to modification was greater than the fair value of the common stock issued, and therefore, there was no incremental fair value related to the exchange. Between March 15 and March 22, 2022, we received cash redemption notices from the holders of the Company's Series 7 Convertible Preferred Stock issued on September 15, 2021, totaling 49,250 shares of Series 7 Convertible Preferred Stock for aggregate cash required to be paid of approximately $49.3 million. In addition, upon redemption of the Series 7 Convertible Preferred Stock, each holder forfeited 75% of the related warrants that were issued together with the Series 7 Convertible Preferred Stock (the "Series 7 Warrants"). 3,941 corresponding warrants issued in connection with the issuance of the Series 7 Convertible Preferred Stock been forfeited and 2,335 related warrants remain outstanding. On March 22, 2022, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company agreed to issue and sell, in a registered direct offering sold an aggregate of 53,197.7234 shares of the Company’s Series 8 Convertible Preferred Shares, par value $0.001 per share, and warrants to purchase up to 15,045 shares of common stock. Each share and related warrants were sold together at a subscription amount of $940, representing an original issue discount of 6% of the stated value for an aggregate subscription amount of $50.0 million. On October 12, 2022, the Company issued 525 shares of common stock in connection with the exercise of a right to shares of common stock granted as part of warrant exchange agreement entered into on January 28, 2022. On October 18, 2022, the Company entered into a Securities Purchase Agreement, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 2,531 shares of the Company’s common stock and warrants to purchase up to 38,462 shares of common stock at a combined offering price of $585.00 per share. The Purchase Warrants have an exercise price of $585.00 per share. Each Purchase Warrant is exercisable for 1 share of common stock and will be immediately exercisable and will expire 5 years from the issuance date. The Company also offered and sold to the Purchaser pre-funded warrants to purchase up to 23,110 shares of common stock, in lieu of shares of common stock at the Purchaser’s election. Each pre-funded warrant is exercisable for 1 share of common stock. The purchase price of each pre-funded warrant was $584.90, and the exercise price of each pre-funded warrant is $0.10 per share. The pre-funded warrants are immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. During the year ended December 31, 2022, the Company issued 9,310 shares of common stock in connection with the exercise of 9,310 pre-funded warrants from the October 2022 capital raise at $0.10 per share. During the year ended December 31, 2022, the Company received cash redemption notices from the holders of the Series 8 Convertible Preferred Stock issued on March 22, 2022, totaling 53,197.72 shares of Series 8 Convertible Preferred Stock for aggregate cash paid of approximately $53.2 million which were thereafter fully redeemed. In conjunction with the redemption, 7,521 warrants were forfeited. During the year ended December 31, 2023, the Company issued 13,800 shares of common stock in connection with the exercise of 13,800 pre-funded warrants at $0.10 per share in connection with the October 2022 registered direct offering. Warrant Amendments On February 28, 2023, the Company entered into warrant amendments (the “Warrant Amendments”) with certain holders (each, including its successors and assigns, a “Holder” and collectively, the “Holders”) of (i) those certain Common Stock Purchase Warrants issued by the Company in April 2018 (the “April 2018 Warrants”) pursuant to the registration statement on Form S-3 (File No. 333-204159), (ii) those certain Common Stock Purchase Warrants issued by the Company in September 2021 (the “September 2021 Warrants”) pursuant to the registration statement on Form S-3 (File No. 333-256827), and (iii) those certain Common Stock Purchase Warrants issued by the Company in March 2022 (the “March 2022 Warrants” and together with the April 2018 Warrants and the September 2021 Warrants, the “Existing Warrants”) pursuant to the registration statement on Form S-3 (File No. 333-256827). Pursuant to the Warrant Amendments, the Company and the Holders have agreed to amend (i) the September 2021 Warrants and the March 2022 Warrants to provide that all of such outstanding warrants shall be automatically exchanged for shares of common stock of the Company, at a rate of 0.0033 shares of Common Stock (the “Exchange Shares”) for each September 2021 Warrant or March 2022 Warrant, as applicable, and (ii) the April 2018 Warrants to remove the obligation of the Company to hold the portion of a Distribution (as defined in the April 2018 Warrants) in abeyance in connection with the Beneficial Ownership Limitation (as defined in the April 2018 Warrants). In connection with the exchange of 2,335 September 2021 Warrants and 7,524 March 2022 Warrants, which were all of the then outstanding of those warrants as of the effective date of the Warrant Amendments, the Company issued 768 Exchange Shares and 2,481 Exchange Shares, respectively, resulting in the issuance of 3,249 Exchange Shares in the aggregate. The Company accounted for the exchange as a warrant modification. The Company determined the fair value of the Existing Warrants as if issued on the Warrant Amendment date and compared that to the fair value of the common stock issued for the Exchange Shares. The Company calculated the fair value of the Existing Warrants using a Black-Scholes Option pricing model and determined it to be approximately $0.6 million. The fair value of the common stock issued was based on the closing stock price of the date of the Warrant Amendment. The total fair value of the Existing Warrants prior to modification was greater than the fair value of the Exchange Shares issued, and therefore, there was no incremental fair value related to the Warrant Amendments. May 2023 Warrant Purchase Agreement On May 15, 2023, the Company entered into a Warrant Purchase Agreement (the “Agreement”) with multiple purchasers for the purchase and sale of up to an aggregate of 1,500,000 of warrants (the “May 2023 Warrants”). The Agreement and the May 2023 Warrants were subsequently amended on June 20, 2023. The purchase price for one (1) May 2023 Warrant is $1.00 (the “Per Warrant Purchase Price”). The May 2023 Warrants have an initial exercise price $26.00, payable in cash or the cancellation of indebtedness ( the “Initial Exercise Price”). The exercise price will equal the lower of (i) the Initial Exercise Price and (ii) 90% of the lowest VWAP (as defined in the Agreement) of the Common Stock for the five Each May 2023 Warrant is immediately exercisable for one share of Common Stock and will expire 1 year from the issuance date (the “Termination Date”) unless extended by the Company with the consent of the warrant holder. Pursuant to the terms of the May 2023 Warrants, at any time prior to the Termination Date, the Company may, in its sole discretion, redeem any portion of a May 2023 Warrants that have not been exercised, in cash, at the Per Warrant Purchase Price, plus all liquidated damages and other costs, expenses or amounts due in respect of the Warrants (the “ Redemption Amount ”) upon five Redemption Date ”). On the Termination Date, the Company will be required to redeem any portion of the May 2023 Warrants that have not been exercised or redeemed prior to such date through payment of the Redemption Amount in cash. The Company will be required to pay any Redemption Amount within five The 1,500,000 May 2023 Warrants were issued on May 17, 2023 for aggregate gross proceeds of approximately $1.5 million. The aggregate net proceeds from the offerings, after deducting the placement agent fees and other estimated offering expenses, were approximately $1.4 million. The May 2023 Warrants were determined to be within the scope of ASC 480 as they represent obligations to the Company, as the Company is obligated to redeem any May 2023 Warrants that have not been exercised at the Termination Date. As such, the Company recorded the May 2023 Warrants as a liability at fair value on the issuance date. The fair value of the May 2023 Warrants was determined using level 3 inputs utilizing a Monte-Carlo simulation. The May 2023 Warrants are subsequently measured as if the May 2023 Warrants were to be settled on the current redemption value with subsequent changes recognized as interest cost. The fair value of the Warrants was determined to be $1.48 million at the date of issuance, and the redemption value of the Warrants was determined to be approximately $0.9 million as of December 31, 2023. The fair value of the Warrants are reflected within Warrant Liability on the Consolidated Balance Sheet. An immediate loss was recognized on the initial measurement date of $71,250 as a result of the difference between fair value and net proceeds. The change in fair value of Warrants of $71,250 for the year ended December 31, 2023 was reported as other expense on the Consolidated Statement of Operations. The interest cost of $20,000 for the year ended December 31, 2023 was included in interest expense, net on the Consolidated Statement of Operations. During July 2023, the Company issued 90,000 shares of common stock in connection with the exercise of 90,000 warrants with an exercise price of $26.00 per share in connection with the May 2023 offering for which the Company received gross proceeds of approximately $2.3 million. Warrant Inducement On December 15, 2023, the Company entered into an warrant inducement letter agreements (the “Inducement Agreements”) with certain holders (including their respective successors and assigns, the “Holders”) of the Common Stock Purchase Warrants issued by the Company on May 17, 2023 (“May 2023 Warrants”) and reissued on December 15, 2023, as applicable (as amended on June 20, 2023, the “Existing Warrants”) in order to induce the Holders to exercise 491,310 Existing Warrants for cash, pursuant to the terms of and subject to beneficial ownership limitations contained in the Existing Warrants, the Company agreed to issue to the Holders, New Warrants to purchase 1 share of common stock for each share of common stock issued upon such exercise of the remaining Existing Warrants pursuant to the Inducement Agreements for an aggregate of 491,314 New Warrants. Pursuant to the Inducement Agreements the Existing Warrants exercise price was from $10.00 to $5.13 per share, which is equal to a 30% discount to the average closing price of the Common Stock for the five The following inputs into the Black-Scholes option pricing model were utilized: Factor Rate Risk Free Rate 3.9% Term 5 years Volatility 148% Dividend 0% Exercise price $7.32 The following table summarizes the changes in warrants outstanding during the years ended December 31, 2023 and 2022: Number Weighted Aggregate Outstanding at Outstanding at January 1, 2022 13,007 $ 14,775.00 $ — Granted 76,617 988.00 — Exercised (11,152) 15,000.00 — Expired (12) 189,000,000.00 — Cancelled (16,195) 7,545.00 — Outstanding at December 31, 2022 62,265 $ 1,956.00 $ — Granted 1,991,314 $ 21.39 — Exercised (595,110) 8.16 — Expired (128) 8,326,125.00 — Exchanged (9,859) 4,920.24 — Outstanding at December 31, 2023 1,448,482 $ 24.41 $ — Exercisable at December 31, 2022 62,265 $ 1,956.00 — Exercisable at December 31, 2023 1,448,482 $ 24.41 — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The domestic and foreign components of loss from continuing operations before income taxes for the years ended December 31, 2023 and 2022 are as follows (in thousands): For the Years Ended December 31, 2023 2022 Domestic $ (30,679) $ (13,797) Foreign (3,647) (6,066) Net Loss, before tax $ (34,326) $ (19,863) The income tax provision (benefit) for the years ended December 31, 2023 and 2022 consists of the following (in thousands): For the Years Ended December 31, 2023 2022 Foreign Current $ — $ — Deferred (1,168) (1,456) U.S. federal Current — (268) Deferred (4,544) (2,123) State and local Current 24 86 Deferred (254) (123) (5,942) (3,884) Change in valuation allowance 5,966 3,703 Income Tax Provision (Benefit) $ 24 $ (181) The reconciliation between the U.S. statutory federal income tax rate and the Company’s effective rate for the years ended December 31, 2023 and 2022 is as follows: For the Years Ended December 31, 2023 2022 U.S. federal statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 0.6 % 0.5 % Incentive stock options (0.1) % (0.2) % 162(m) Compensation Limit (1.6) % — % US-Foreign income tax rate difference 0.8 % 1.6 % Other permanent items (2.3) % (1.6) % Provision to return adjustments 0.2 % 1.9 % Deferred only adjustment (1.3) % (3.7) % Change in valuation allowance (17.4) % (18.6) % Effective Rate (0.1) % 0.9 % As of December 31, 2023 and 2022, the Company’s deferred tax assets consisted of the effects of temporary differences attributable to the following: As of December 31, (in 000s) 2023 2022 Deferred Tax Asset Net operating loss carryovers $ 31,085 $ 26,052 Stock based compensation 1,350 1,259 Research credits — — Accrued compensation 24 22 Reserves 263 279 Intangibles 1,750 1,980 Fixed assets 109 149 Unrealized gain — — Capital Research 332 106 Other 2,210 360 Total Deferred Tax Asset 37,123 30,207 Less: valuation allowance (36,096) (29,205) Deferred Tax Asset, Net of Valuation Allowance $ 1,027 $ 1,002 As of December 31, Deferred Tax Liabilities 2023 2022 Intangible assets $ (532) $ (715) Fixed assets (99) (160) Other (396) (127) Capitalized research — — Total deferred tax liabilities (1,027) (1,002) Net Deferred Tax Asset (Liability) $ — $ — At December 31, 2023, the Company did not have any undistributed earnings of our foreign subsidiaries. As a result, no additional income or withholding taxes have been provided for. The Company does not anticipate any impacts of the global intangible low taxed income (“GILTI”) and base erosion anti-abuse tax (“BEAT) and as such, the Company has not recorded any impact associated with either GILTI or BEAT. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s NOL carryover is subject to an annual limitation in the event of a change of control, as defined by the regulations. The Company performed an analysis to determine the annual limitation as a result of the changes in ownership that occurred during 2022 and 2023. A change in ownership occurred on March 2022, April 2023, and July 2023. The NOL available to offset future taxable income after the 2023 ownership change and divestiture of CXApp is approximately $62.4 million. The NOL generated in 2017 of $1.5 million, will expire in December 31, 2037 if not utilized. The remaining NOLs generated after 2017 have an indefinite life and do not expire. As of December 31, 2023 all Inpixon Canada NOLs were unavailable to the Company due to the CXApp divestiture. As of December 31, 2022, Inpixon Canada, which was acquired on April 18, 2014 as a part of the AirPatrol Merger Agreement, had approximately $24.6 million of Canadian NOL carryovers available to offset future taxable income. Those NOLs, if not for the divestiture, would have begun expiring in the year 2023. As of December 31, 2023 and 2022, Nanotron GmbH, which was acquired on October 5, 2020, had approximately $49.4 million and $44.1 million, respectively, of German NOL carryovers available to offset future taxable income. Although these NOLs do not expire, minimum taxation restrictions apply such that only a percentage of taxable income may be offset by NOL carryovers. All of these NOLs are available to the Company as a part of the continuing activity. As of December 31, 2023 and 2022 Intranav GmbH, which was acquired on December 8, 2021, had approximately $10.6 million and $8.7 million, respectively, of German NOL carryovers available to offset future taxable income. Although these NOLs do not expire, minimum taxation restrictions apply such that only a percentage of taxable income may be offset by NOL carryovers. All of these NOLs are available to the Company as a part of the continuing activity. As of December 31, 2023 and 2022, Active Mind Technology LTD, which was acquired on April 9, 2021 as part of the acquisition of Game Your Game Inc., had approximately $12.8 million and $11.8 million, respectively, of Irish NOL carryovers available to offset future taxable income. These NOLs have an indefinite life and do not expire. As a result of the Grafiti LLC divestiture, there are no future NOLs available to the Company as a part of the continuing activity. As of December 31, 2023 all Inpixon Philippines, Inc’s NOLs were unavailable to the Company due to the CXApp divestiture. As of December 31, 2022 Inpixon Philippines, which was organized on April 12, 2022, had approximately $0.1 million of Philippine NOL carryovers available to offset future taxable income. Those NOLs, if not for the divestiture, would have begun expiring in the year 2026. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realization of deferred tax assets, management considers, whether it is “more likely than not”, that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. ASC 740, “Income Taxes” requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty exists with respect to future realization of its deferred tax assets with respect to Inpixon, Nanotron GmbH, Intranav GmbH, Inpixon Holding (UK) Limited and has, therefore, established a full valuation allowance as of December 31, 2023 and 2022. As of December 31, 2023 and 2022, the change in valuation allowance for continuing activity was $6.0 million and $3.7 million, respectively. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file income tax returns in the United States (federal), Canada, India, Germany, United Kingdom, Ireland, Philippines and in various state jurisdictions in the United States. These filings include discontinued activity periods. In the future, the Company will only be required to file tax returns in United States (federal), Germany, United Kingdom, and in various state jurisdictions in the United States. Based on the Company’s evaluation, it has been concluded that there are no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements for the continuing activity in years ended December 31, 2023 and 2022. The Company’s policy for recording interest and penalties associated with unrecognized tax benefits is to record such interest and penalties as interest expense and as a component of income tax expense. There were no amounts accrued for interest or penalties for the years ended December 31, 2023 and 2022. Management does not expect any material changes in its unrecognized tax benefits in the next year. The Company operates in multiple tax jurisdictions and, in the normal course of business, its tax returns are subject to examination by various taxing authorities. Such examinations may result in future assessments by these taxing authorities. The Company is subject to examination by U.S. tax authorities beginning with the year ended December 31, 2020. In general, the Canadian Revenue Authority may reassess taxes four years from the date the original notice of assessment was issued. The tax years that remain open and subject to Canadian reassessment are 2019 – 2023. The tax years that remain open and subject to India reassessment are tax years beginning March 31, 2021. The German tax authorities may reassess taxes generally four years from the end of the calendar year in which the return is filed. The tax years that remain open and subject to German reassessment are 2019 – 2023. In Ireland, assessments must generally be made within four years when returns are filed. The tax years that remain open and subject to Irish reassessment are 2019 – 2023. In general, Philippine Tax Commissioner may reassess taxes three years from the date the original notice of assessment was issued. The tax years that remain open and subject to Philippine reassessment are 2022 and 2023. |
Credit Risk, Concentrations, an
Credit Risk, Concentrations, and Segment Reporting | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Credit Risk, Concentrations, and Segment Reporting | Credit Risk, Concentrations, and Segment Reporting Financial instruments that subject the Company to credit risk consist principally of trade accounts receivable and cash and cash equivalents. The Company performs certain credit evaluation procedures and does not require collateral for financial instruments subject to credit risk. The Company believes that credit risk is limited because the Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk of its customers, establishes an allowance for uncollectible accounts and, consequently, believes that its accounts receivable credit risk exposure beyond such allowances is limited. The Company maintains cash deposits with financial institutions, which, from time to time, may exceed federally insured limits. Cash is also maintained at foreign financial institutions for its UK subsidiary and German subsidiaries. Cash in foreign financial institutions as of December 31, 2023 and 2022 was immaterial. The Company has not experienced any losses and believes it is not exposed to any significant credit risk from cash. The Company is exposed to the following concentration risk: The customers who account for 10% or more of the Company's revenue for the year ended December 31, 2023 or 10% or more of the Company's outstanding receivable balance as of December 31, 2023 are presented as follows: Year ended December 31, 2023 As of December 31, 2023 Customer Revenues (millions) Percentage of revenues Accounts Receivable (millions) Percentage of accounts receivable A $ 0.8 17 % $ — — % B $ 0.2 4 % $ 0.1 10 % C $ 0.4 10 % $ — — % Total $ 1.4 31 % $ 0.1 10 % The customers who account for 10% or more of the Company's revenue for the year ended December 31, 2022 or 10% or more of the Company's outstanding receivable balance as of December 31, 2022 are presented as follows: Year ended December 31, 2022 As of December 31, 2022 Customer Revenues (millions) Percentage of revenues Accounts Receivable (millions) Percentage of accounts receivable A $ 0.6 9 % $ 0.2 12 % B $ 0.2 4 % $ 0.2 18 % C $ 1.4 23 % $ 0.2 16 % Total $ 2.2 36 % $ 0.6 46 % The vendors who account for 10% or more of the Company's purchases for the year ended December 31, 2023 or 10% or more of the Company's outstanding payable balance as of December 31, 2023 are presented as follows: Year ended December 31, 2023 As of December 31, 2023 Vendor Purchases (millions) Percentage of purchases Accounts Payable (millions) Percentage of accounts payable A $ 2.1 10 % $ 0.4 15 % B $ 2.7 13 % $ — — % C $ 1.0 5 % $ 0.5 20 % Total $ 5.8 28 % $ 0.9 35 % The vendors who account for 10% or more of the Company's purchases for the year ended December 31, 2022 or 10% or more of the Company's outstanding payable balance as of December 31, 2022 are presented as follows: Year ended December 31, 2022 As of December 31, 2022 Vendor Purchases (millions) Percentage of purchases Accounts Payable (millions) Percentage of accounts payable A $ 0.2 1 % $ 0.1 12 % B $ 7.3 31 % $ — — % C $ 1.4 6 % $ 0.2 31 % Total $ 8.9 38 % $ 0.3 43 % Segments The Company notes that as of December 31, 2023, the Grafiti Holding Inc., Grafiti LLC, and Enterprise Apps divestiture are presented as discontinued operations. The Company notes that Grafiti Holding Inc., Grafiti LLC, and the Enterprise Apps divestiture consist of the entirety of the Shoom and SAVES operating segments, along with a portion of the Indoor Intelligence operating segments. Therefore, only the Indoor Intelligence operating segment remains as of December 31, 2023. See Note 26 for more details. |
Foreign Operations
Foreign Operations | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Foreign Operations | Foreign Operations The Company’s operations are located primarily in the United States, Germany, and the United Kingdom. Revenues by geographic area are attributed by country of domicile of our subsidiaries. The below table includes the continuing operations financial data. See Note 27 for the discontinued operations data. The financial data by geographic area are as follows (in thousands): United Germany United Kingdom Total For the Year Ended December 31, 2023: Revenues by geographic area $ 1,265 $ 3,297 $ — $ 4,562 Operating income (loss) by geographic area $ (23,785) $ (3,139) $ (5) $ (26,929) Net income (loss) by geographic area $ (31,232) $ (3,113) $ (5) $ (34,350) For the Year Ended December 31, 2022: Revenues by geographic area $ 1,959 $ 4,150 $ — $ 6,109 Operating income (loss) by geographic area $ (13,114) $ (6,130) $ — $ (19,244) Net income (loss) by geographic area $ (13,622) $ (6,060) $ — $ (19,682) As of December 31, 2023: Identifiable assets by geographic area $ 15,019 $ 5,972 $ 10 $ 21,001 Long lived assets by geographic area $ 775 $ 2,350 $ — $ 3,125 Goodwill by geographic area $ — $ — $ — $ — As of December 31, 2022: Identifiable assets by geographic area $ 13,623 $ 6,548 $ 417 $ 20,588 Long lived assets by geographic area $ 1,089 $ 3,298 $ — $ 4,387 Goodwill by geographic area $ — $ — $ — $ — |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Director Services Agreement The Company and Kareem Irfan, a director of the Company, have amended Mr. Irfan's Director Services Agreement on May 16, 2022 (as amended, the "Amended Director Services Agreement") to increase his quarterly compensation by an additional $10,000 per month as consideration for the additional time and efforts dedicated to the Company and management in support of the evaluation of strategic relationships and growth initiatives. The Amended Director Services Agreement supersedes and replaces all prior agreements by and between the Company and Mr. Irfan. Reimbursable Expenses from New CXApp During the year ended December 31, 2023, the Company incurred approximately $0.3 million in reimbursable expenses payable in connection with the terms and conditions of the Transition Services Agreement and was charged by CXApp for $0.02 million of reimbursable expenses under the Transition Services Agreement. The balance was settled during the year ended December 31, 2023 and no amounts were owed under the agreement as of December 31, 2023. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases for administrative offices in the United States and Germany. As part of the acquisition of IntraNav on December 9, 2021, the Company acquired right-of-use assets and lease liabilities related to an operating lease for an office space (the IntraNav office) located in Frankfurt, Germany. This lease expires on January 6, 2025 and the current lease rate is approximately $9,506 per month. As part of the acquisition of Nanotron on December 9, 2021, the Company acquired right-of-use assets and lease liabilities related to an operating lease for an office space (the Nanotron office) located in Berlin, Germany. This lease expires on May 31, 2026 and the current lease rate is approximately $8,057 per month. The Company has no other operating or financing leases with terms greater than 12 months. Right-of-use assets is summarized below (in thousands): As of December 31, As of December 31, 2022 Palo Alto, CA Office $ — $ 630 Berlin, Germany Office 523 508 Frankfurt, Germany Office 304 294 Less accumulated amortization (492) (905) Right-of-use asset, net $ 335 $ 527 Lease expense for operating leases recorded in the balance sheet is included in operating costs and expenses and is based on the future minimum lease payments recognized on a straight-line basis over the term of the lease plus any variable lease costs. Operating lease expenses, inclusive of short-term and variable lease expenses, recognized in our consolidated statements of operations for the years ended December 31, 2023 and 2022 was $0.6 million and $0.5 million, respectively. During the years ended December 31, 2023 and 2022, the Company recorded $0.2 million and $0.3 million, respectively, as rent expense to the right-of-use assets. During the years ended December 31, 2023 and 2022, the Company recorded short-term lease expenses of $0.2 million and $0.0 million, respectively. During the years ended December 31, 2023 and 2022, the Company recorded variable lease expenses of $0.1 million each year. Lease liability is summarized below (in thousands): As of December 31, 2023 As of December 31, 2022 Total lease liability $ 342 $ 541 Less: short term portion (201) (207) Long term portion $ 141 $ 334 Maturity analysis under the lease agreement is as follows (in thousands): Year ending December 31, 2024 $ 211 Year ending December 31, 2025 110 Year ending December 31, 2026 42 Total $ 363 Less: Present value discount (21) Lease liability $ 342 Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used its incremental borrowing rate based on the information available at the date of adoption of Topic 842. As of December 31, 2023, the weighted average remaining lease term is 1.96 and the weighted average discount rate used to determine the operating lease liabilities was 3.6%. |
Restructuring Activities
Restructuring Activities | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | Restructuring Activities On September 21, 2022, the Company informed its employees that it was taking steps to streamline its operations and conserve cash resources. These steps included layoffs which reduced the Company's global employee headcount by approximately 20%. The layoffs resulted in one-time expenses of approximately $0.8 million in the Indoor Intelligence segment which consisted of severance payouts to terminated employees and outplacement service expenses for the year ended December 31, 2022. These expenses were included in the Company's total operating expenses on the Consolidated Statements of Operations with the unpaid restructuring costs included in accrued liabilities in the Consolidated Balance Sheets. The Company recorded a Restructuring costs payable for costs incurred related to the restructuring activities noted above for costs incurred but not yet paid as of December 31, 2022. A summary of the activity for the year ended December 31, 2022, is included below (in thousands): Restructuring costs payable - January 1, 2022 $ — Restructuring costs incurred 845 Restructuring costs paid (793) Restructuring costs payable - December 31, 2022 $ 52 Restructuring costs incurred — Restructuring costs paid (52) Restructuring costs payable - December 31, 2023 $ — |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation Certain conditions may exist as of the date the consolidated financial statements are issued which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. However, the performance of our Company's business, financial position, and results of operations or cash flows may be affected by unfavorable resolution of any particular matter. On December 6, 2023, Xeriant, Inc. (“Xeriant”) filed a complaint against Legacy XTI, along with two unnamed companies and five unnamed persons, in the United States District Court for the Southern District of New York. On January 31, 2024, Xeriant filed an amended complaint, which added us as a defendant. On February 2, 2024, the Court ordered Xeriant to show cause as to why the amended complaint should not be dismissed without prejudice for lack of subject matter jurisdiction. On February 29, 2024, Xeriant filed a second amended complaint, which removed us and one of the unnamed companies as defendants. The second amended complaint alleges that Legacy XTI, through multiple breaches and fraudulent actions, has caused substantial harm to Xeriant and has prevented it from obtaining compensation owed to it under various agreements entered into between Xeriant and Legacy XTI, including but not limited to a joint venture agreement, a cross-patent license agreement, an operating agreement, and a letter agreement. In particular, Xeriant contends that Legacy XTI gained substantial advantages from the intellectual property, expertise, and capital deployed by Xeriant in the design and development of Legacy XTI’s TriFan 600 aircraft yet has excluded Xeriant from the transaction involving the TriFan 600 technology in its merger with us, which has resulted in a breach of the Letter Agreement, in addition to the other aforementioned agreements. Xeriant, in the second amended complaint, asserts the following causes of action: (1) breach of contract; (2) intentional fraud; (3) fraudulent concealment; (4) quantum meruit; (5) unjust enrichment; (6) unfair competition/deceptive business practices; and (7) misappropriation of confidential information, and seeks damages in excess of $500 million, injunctive relief enjoining us from engaging in any further misconduct, the imposition of a royalty obligation, and such other relief as deemed appropriate by the court. On March 13, 2024, Legacy XTI moved for partial dismissal of the second amended complaint, Counts 2 through 7 in particular. Legacy XTI argued that Counts 2 through 7 are (1) impermissible attempts to repackage claims arising from contractual dispute as quasi-contractual or tort claims; and (2) expressly refuted by the clear and unequivocal terms of the aforementioned agreements. The case is in its early stages, no discovery with respect to the Company has occurred, and we are unable to estimate the likelihood or magnitude of a potential adverse judgment. The Court has neither scheduled Legacy XTI’s motion for hearing nor otherwise ruled upon it. Legacy XTI nevertheless denies the allegations of wrongdoing contained in the second amended complaint and is vigorously defending against the lawsuit. |
Damon Motors Convertible Note
Damon Motors Convertible Note | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Damon Motors Convertible Note | Damon Motors Convertible Note On October 26, 2023, the Company purchased a 12% convertible note through a private placement in aggregate principal amount of $3.0 million for a purchase price of $3.0 million from Damon Motors Inc. and is included in Notes Receivable on the Consolidated Balance Sheets. Interest on the convertible note accrues at 12% per annum. The term of the convertible note is 12 months. The convertible note is subject to certain conversion features which include qualified financing, and/or qualified transaction, as defined in the securities purchase agreement. The note will be required to convert upon Damon Motors Inc. completing a public company event. In addition, Damon Motors Inc. issued a five-year warrant to purchase 1,096,321 shares of Damon Motors Inc. common stock in connection with the note. Management notes the Warrant is freestanding. The exercise price per Common Share is equal to the quotient of the valuation cap and the diluted capitalization, as defined in the agreement. The Warrant provides for cashless exercise after 180 days following the closing of the public company event should there be no effective registration statement. The convertible note receivable is not traded in active markets and fair value was determined using a present value technique. The convertible note receivable is accounted for as available-for-sale debt securities based on “Level 3” inputs, which consist of unobservable inputs and reflect management’s estimates of assumptions that market participants would use in pricing the asset, with unrealized holding gains and losses excluded from earnings and reported in other comprehensive income (loss). The Warrant is accounted for an equity security based on “Level 3” inputs, which consist of unobservable inputs and reflect management’s estimates of assumptions that market participants would use in pricing the asset, recorded at fair value with subsequent changes in fair value recorded in earnings. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations CXApp Divestiture On March 14, 2023, Inpixon completed the Enterprise Apps Spin-off and subsequent Business Combination (the "Closing"). In connection with the Closing, KINS was renamed CXApp Inc. (“New CXApp”). Pursuant to the Transaction Agreements, Inpixon contributed to CXApp cash and certain assets and liabilities constituting the Enterprise Apps Business, including certain related subsidiaries of Inpixon, to CXApp (the “Contribution”). In consideration for the Contribution, CXApp issued to Inpixon additional shares of CXApp common stock such that the number of shares of CXApp common stock then outstanding equaled the number of shares of CXApp common stock necessary to effect the Distribution. Pursuant to the Distribution, Inpixon shareholders as of the Record Date received one share of CXApp common stock for each share of Inpixon common stock held as of such date. This Enterprise Apps Spin-off was considered a strategic shift that has a major impact on the Company, and therefore, the results of operations are recorded as a component of "Earnings (loss) from discontinued operations, net of income taxes" in the Consolidated Statements of Operations for all periods presented. The Company noted that Legacy CXApp was part of the Company’s Indoor Intelligence segment. The net assets distributed as a result of the Enterprise Apps Spin-off was $24.2 million. Included within the $24.2 million dividend recorded to Additional Paid in Capital as a result of the deconsolidation of CXApp through distribution to shareholders recorded during the three months ended March 31, 2023, is approximately $1.2 million in accumulated other comprehensive income that was recognized as a result of those distributed assets and liabilities included in the foreign operations of CXApp. Solutions Divestiture - Grafiti Holding Divestiture On October 23, 2023, Inpixon entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among Inpixon, Damon Motors Inc., a British Columbia corporation (“Damon”), Grafiti Holding, and 1444842 B.C. Ltd., a British Columbia corporation and a newly formed wholly-owned subsidiary of Grafiti Holding (“Amalco Sub”), pursuant to which it is proposed that Amalco Sub and Damon amalgamate under the laws of British Columbia, Canada with the amalgamated company (the “Damon Surviving Corporation”) continuing as a wholly-owned subsidiary of Grafiti Holding (the “Damon Business Combination”). The Damon Business Combination is subject to material conditions, including approval of the Damon Business Combination by securities holders of Damon, approval of the issuance of Grafiti Holding Common Shares to Damon securities holders pursuant to the Business Combination Agreement by a British Columbia court after a hearing upon the fairness of the terms and conditions of the Business Combination Agreement as required by the exemption from registration provided by Section 3(a)(10) under the Securities Act, and approval of the listing of the Grafiti Holding Common Shares on the Nasdaq Stock Market (“Nasdaq”) after giving effect to the Damon Business Combination. Upon the consummation of the Damon Business Combination (the “Closing”), both Inpixon UK and the Damon Surviving Corporation will be wholly-owned subsidiaries of Grafiti Holding. Holders of Grafiti Holding Common Shares, including Participating Security holders and management that hold Grafiti Holding Common Shares immediately prior to the closing of the Damon Business Combination, are anticipated to retain approximately 18.75% of the outstanding capital stock of the combined company determined on a fully diluted basis, which includes up to 5% in equity incentives which may be issued to Inpixon management. On October 23, 2023, Inpixon entered into a Separation and Distribution Agreement (the “Separation Agreement”) with Grafiti Holding Inc. (“Grafiti Holding”), a then wholly owned subsidiary of Inpixon. Inpixon contributed the assets and liabilities of Inpixon UK, a wholly owned subsidiary of Inpixon, to the then Inpixon wholly owned subsidiary Grafiti Holding in accordance with the Separation Agreement. On December 27, 2023, the Company entered into a Liquidating Trust Agreement (the “Liquidating Trust Agreement”) by and among the Company, Grafiti Holding and the sole original trustee named therein, who is a current employee of the Company (collectively with any additional trustees duly appointed under the Liquidating Trust Agreement from time to time, the “Trustees”). The Liquidating Trust Agreement provided for the distribution by the Company of its Grafiti Holding Common Shares to a liquidating trust, titled the Grafiti Holding Inc. Liquidating Trust (the “Trust”), which will hold the Grafiti Holding Common Shares for the benefit of the Participating Security holders until the Registration Statement is declared effective by the SEC. Promptly following the effective time of the Registration Statement, the Trust will deliver the Grafiti Holding Common Shares to the Participating Security holders, as beneficiaries of the Trust, pro rata in accordance with their ownership of shares or underlying shares of Common Stock as of the Record Date. The Trustees will be empowered to liquidate the Grafiti Holding Common Shares and distribute the proceeds thereof to the Participating Security holders if the Registration Statement is not declared effective prior to the second anniversary of the date of the Liquidating Trust Agreement. This transfer, along with the Grafiti LLC divestiture outlined below, were in the aggregate considered a strategic shift that has or will have a major effect on the Company's operations and financial results, and therefore met the criteria to be classified as discontinued operations. Accordingly, the results of its operations are recorded as a component of "Net loss from discontinued operations, net of tax" in the Consolidated Statements of Operations for all periods presented. The net assets distributed as a result of the Grafiti Holding Divestiture were $0.02 million. Solutions Divestiture - Grafiti LLC Divestiture On February 21, 2024, the Company completed the disposition of the remaining portion of the Shoom, SAVES, and GYG business lines and assets that were excluded from the Grafiti Holding Transaction in accordance with the terms and conditions of an Equity Purchase Agreement, dated February 16, 2024. This transaction was considered probable as of December 31, 2023, and along with the Grafiti Holding divestiture outlined above, represent a strategic shift that has a major impact on the Company's operations and financial results. Therefore, Grafiti LLC met the criteria to be classified as discontinued operations. Accordingly, the results of operations are recorded as a component of "Net loss from discontinued operations, net of tax" on the Consolidated Statements of Operations for all periods presented. In connection with the discontinued operations classification, the Company recognized a loss on discontinued operations of $2.3 million, which has been included in "Net loss from discontinued operations, net of tax" on the Consolidated Statements of Operations for the year ended December 31, 2023. The assets and liabilities of Grafiti LLC are included in the current assets and current liabilities of discontinued operations on the Consolidated Balance Sheet as of December 31, 2023. For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 CXApp Divestiture Grafiti Holding and Grafiti LLC Divestiture Total Discontinued Operations CXApp Divestiture Grafiti Holding an Grafiti LLC Divestiture Total Discontinued Operations Revenues $ 1,620 $ 4,840 $ 6,460 $ 8,470 $ 4,839 $ 13,309 Cost of Revenues 483 681 1,164 2,064 1,304 3,368 Gross Profit 1,137 4,159 5,296 6,406 3,535 9,941 Operating Expenses Research and development 1,514 4,081 5,595 9,323 3,854 13,177 Sales and marketing 988 1,896 2,884 4,996 1,662 6,658 General and administrative 1,644 1,325 2,969 10,540 1,466 12,006 Acquisition related costs — — — 16 — 16 Transaction costs 1,043 — 1,043 — — — Impairment of goodwill and intangibles — — — 5,540 5,476 11,016 Amortization of intangibles 805 — 805 3,885 639 4,524 Total Operating Expenses 5,994 7,302 13,296 34,300 13,097 47,397 Loss from Operations (4,857) (3,143) (8,000) (27,894) (9,562) (37,456) Interest income/(expense), net 1 3 4 4 (77) (73) Other income/(expense) — 1,315 1,315 (1) 712 711 Unrealized gain (loss) on equity securities — 5,609 5,609 — (7,904) (7,904) Realized loss on investment — (6,692) (6,692) — — — Unrealized loss on equity method investment — — — — (1,784) (1,784) Loss on discontinued operations — (2,303) (2,303) — — — Total Other Income (Expense) 1 (2,068) (2,067) 3 (9,053) (9,050) Loss from discontinued operations, before tax (4,856) (5,211) (10,067) (27,891) (18,615) (46,506) Income tax provision (2,478) (205) (2,683) (80) (36) (116) Loss from discontinued operations, net of tax $ (7,334) $ (5,416) $ (12,750) $ (27,971) $ (18,651) $ (46,622) The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations. Cash used in operating activities of discontinued operations totaled approximately 0.5 million and $24.1 million for the year ended December 31 2023 and 2022, respectively. Cash used in investing activities from discontinued operations totaled approximately $0.05 million and $0.3 million for the years ended December 31, 2023 and 2022, respectively. The following table summarizes certain assets and liabilities of discontinued operations: For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 CXApp Divestiture Grafiti LLC Divestiture Total Discontinued Operations CXApp Divestiture Grafiti LLC Divestiture Total Discontinued Operations Current Assets of Discontinued Operations Cash and cash equivalents $ — $ 1,121 $ 1,121 $ 10,000 $ 951 $ 10,951 Accounts receivable — 1,036 1,036 1,338 702 2,040 Other receivables — 2 2 273 3 276 Inventory — 1,212 1,212 — 445 445 Prepaid expenses and other current assets — 251 251 650 112 762 Property and equipment, net — 700 700 — — — Operating Lease Right-of-Use Asset, net — 8 8 — — — Software development costs, net — 605 605 — — — Investment in equity securities — 65 65 — — — Long term investments — 50 50 — — — Other Assets — 21 21 — — — Allowance on current assets classified as discontinued operations — (2,303) (2,303) — — — Current Assets of Discontinued Operations $ — $ 2,768 $ 2,768 $ 12,261 $ 2,213 $ 14,474 Long Term Assets of Discontinued Operations Property and equipment, net $ — $ — $ — $ 202 $ 722 $ 924 Operating Lease Right-of-Use Asset, net — — — 681 4 685 Software development costs, net — — — 487 741 1,228 Investment in equity securities — — — — 330 330 Long term investments — — — — 50 50 Intangible assets, net — — — 19,289 — 19,289 Other Assets — — — 52 15 67 Long Term Assets of Discontinued Operations $ — $ — $ — $ 20,711 $ 1,862 $ 22,573 Current Liabilities of Discontinued Operations Accounts payable $ — $ 734 $ 734 $ 1,054 $ 783 $ 1,837 Accrued liabilities — 520 520 1,736 783 2,519 Operating lease obligation, current — 9 9 266 4 270 Deferred revenue — 697 697 2,162 777 2,939 Short term debt — — — $ — 1,078 1,078 Current Liabilities of Discontinued Operations $ — $ 1,960 $ 1,960 $ 5,218 $ 3,425 $ 8,643 Long Term Liabilities of Discontinued Operations Operating lease obligation, noncurrent $ — $ — $ — $ 444 $ — $ 444 Other Liabilities, noncurrent — — — 28 — 28 Long Term Liabilities of Discontinued Operations $ — $ — $ — $ 472 $ — $ 472 Investment in Equity Securities Investment securities—fair value consist primarily of investments in equity securities and are carried at fair value in accordance with ASC 321, Investments-Equity Securities (“ASC 321”). These securities are marked to market based on the respective publicly quoted market prices of the equity securities adjusted for liquidity, as necessary. These securities transactions are recorded on a trade date basis. Any unrealized appreciation or depreciation on investment securities is reported in the Consolidated Statement of Operations within Unrealized Loss on Equity Securities. The unrealized gain/loss on equity securities was a gain of $5.6 million, and loss of $7.9 million, for the years ended December 31, 2023 and 2022, respectively. The Company notes that investment securities were a part of the Grafiti Holding Inc. and Grafiti LLC divestitures, which are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. Investment securities—fair value consist of investments in the Company’s investment in shares and rights of equity securities. The composition of the Company’s investment securities—fair value was as follows (in thousands): December 31, 2023 Cost Fair Value Investments in equity securities -fair value Equity shares $ 54,237 $ 63 Equity rights 11,064 2 Total investments in equity securities - fair value $ 65,301 $ 65 As of December 31, 2023 and 2022, the fair value of the Sysorex shares and rights to acquire shares acquired as part of the debt settlement that occurred in March 2021 were $0.01 million. On April 27, 2022, the Company purchased a 10% convertible note in aggregate principal amount of $6,050,000 for a purchase price of $5,500,000 from FOXO Technologies Operating Company, formerly FOXO Technologies Inc. (“FOXO Legacy”), pursuant to the terms of a securities purchase agreement between FOXO Legacy and the Company (the “April 2022 Purchase Agreement”). FOXO common stock is traded in active markets, as the security is trading under “FOXO” on the NYSE American. FOXO common stock is accounted for as available-for-sale equity securities based on “Level 1” inputs, which consist of quoted prices in active markets, with unrealized holding gains and losses included in earnings. The fair value was determined by the closing trading price of the security as of December 31, 2023. As of December 31, 2023 and 2022 the fair value of the FOXO shares was $0.05 million and $0.3 million, respectively. For the year ended December 31, 2023 and 2022, the Company recognized a net unrealized gain/loss on investments in equity securities of a gain of $5.6 million and loss of $7.9 million on the discontinued operations statement of operations. Other Long Term Investments The Company invests in certain equity-method investments: When the Company does not have a controlling financial interest in an entity but can exert significant influence over the entity’s operating and financial policies, the investment is accounted for either (i) under the equity method of accounting or (ii) at fair value by electing the fair value option available under U.S. GAAP. The Company accounted for its equity investment under the equity method of accounting, as the Company is deemed to have significant influence. The Company generally recognizes its share of the equity method investee’s earnings on a three-month lag in instances where the investee’s financial information is not sufficiently timely from the Company’s reporting period. The Company evaluates an equity method investment for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. The Company notes that the other long term investments outlined below were a part of the Grafiti Holding Inc. and Grafiti LLC divestitures, which are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. In 2020, the Company paid $1.8 million for 599,999 Class A Units and 1,800,000 Class B Units of Cardinal Ventures Holdings LLC (“CVH”). The Company is a member of CVH. The underlying subscription agreement provides that each Class A Unit and each Class B Unit represents the right of the Company to receive any distributions made by the Sponsor on account of the Class A Interests and Class B Interests, respectively, of the Sponsor. The Company generally records its share of earnings in its equity method investments using a three-month lag methodology and within net investment income. During the period January 1, 2022 to December 31, 2022 and January 1, 2023 to December 31, 2023, CVH is a holding company that had no operating results. The following component represents components of Other long-term investments as of December 31, 2023: Ownership interest as of December 31, Ownership interest as of December 31, 2023 2022 Instrument Held Investee CVH LLC Class A — % 14.1 % Units CVH LLC Class B 38.4 % 38.4 % Units The Company’s investment in equity method eligible entities are represented on the balance sheet as an asset of $0.1 million and $0.7 million as of December 31, 2023 and December 31, 2022, respectively. On February 27, 2023, the Company entered into Limited Liability Company Unit Transfer and Joinder Agreements with certain of the Company’s employees and directors (the “Transferees”), pursuant to which (i) the Company transferred all of its Class A Units of CVH (the “Class A Units”), an aggregate of 599,999 Class A Units, to the Transferees as bonus consideration in connection with each Transferee’s services performed for and on behalf of the Company as an employee, as applicable, and (ii) each Transferee became a member of CVH and a party to the Amended and Restated Limited Liability Company Agreement of CVH, dated as of September 30, 2020. The Company recorded approximately $0.7 million of compensation expense for the fair market value of the shares transferred to the Transferees which is included in the operating expenses section of the consolidated statement of operations in the year ended December 31, 2023. On August 25, 2023, as part of their distribution rights as holders of CVH Class B Units, the Company received 2.5 million warrants in New CXApp. The Company determined that the New CXApp warrants are a level 1 marketable security because the warrants are publically traded on the Nasdaq. Cardinal Health Ventures Investment Nadir Ali, the Company's Chief Executive Officer and director prior to his resignation at the time of the XTI transaction, is also a member in CVH through 3AM, LLC ("3AM"), which may, in certain circumstances, be entitled to manage the affairs of CVH. Mr. Ali’s relationship may create conflicts of interest between Mr. Ali’s obligations to our company and its shareholders and his economic interests and possible fiduciary obligations in CVH through 3AM. For example, Mr. Ali may be in a position to influence or manage the affairs of CVH in a manner that may be viewed as contrary to the best interests of either the Company or CVH and their respective stakeholders. On July 1, 2022, the Company loaned approximately $0.15 million to CVH. The $0.15 million loan was repaid on March 15, 2023. Fair Value of Financial Instruments The Company notes that the financial instruments outlined below were a part of the Grafiti Holding Inc. and Grafiti LLC divestitures, which are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. The Company's estimates of fair value for financial assets and financial liabilities are based on the framework established in ASC 820. The framework is based on the inputs used in valuation and gives the highest priority to quoted prices in active markets and requires that observable inputs be used in the valuations when available. The disclosure of fair value estimates in the ASC 820 hierarchy is based on whether the significant inputs into the valuation are observable. In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect the Company’s significant market assumptions. We classified our financial instruments measured at fair value on a recurring basis in the following valuation hierarchy. The Company's assets measured at fair value consisted of the following at December 31, 2023 and December 31, 2022 : Fair Value at December 31, 2023 Total Fair Value Level 1 - Quoted Prices in Active Markets for Identical Assets Level 2 - Significant Other Observable Inputs Level 3 - Significant Unobservable Inputs Assets: Investments in equity securities 65 54 — 11 Total assets $ 65 $ 54 $ — $ 11 Fair Value at December 31, 2022 Total Fair Value Level 1 - Quoted Prices in Active Markets for Identical Assets Level 2 - Significant Other Observable Inputs Level 3 - Significant Unobservable Inputs Assets: Investments in equity securities 330 319 — 11 Total assets $ 330 $ 319 $ — $ 11 Investments in equity securities are marked to market based on the respective publicly quoted market prices of the equity securities adjusted for liquidity. The fair value for Level 1 equity investments was determined using quoted prices of the security in active markets. The fair value for Level 3 equity investments was determined using a pricing model with certain significant unobservable market data inputs. The Company noted that there was no change in Level 3 instruments for which significant unobservable inputs were used to determine fair value for the year ended December 31, 2023. The following table is a reconciliation of assets for Level 3 investments for which significant unobservable inputs were used to determine fair value for the year ended December 31, 2023 (in thousands): Level 3 Level 3 Investments Balance at January 1, 2023 $ 11 Unrealized loss on equity securities — Balance at December 31, 2023 $ 11 The following table is a reconciliation of assets for Level 3 investments for which significant unobservable inputs were used to determine fair value for the year ended December 31, 2022 (in thousands): Level 3 Level 3 Investments Balance at January 1, 2022 $ 1,838 Transfers in - FOXO Technologies, Inc. convertible note 6,050 Transfers in - FOXO Technologies, Inc. original issue discount on convertible note (550) Amortization of original issue discount on convertible note 206 Change in fair value on debt securities 791 Transfers out - FOXO Technologies, Inc. conversion of note to marketable equity securities (6,497) Unrealized loss on equity securities (1,827) Balance at December 31, 2022 $ 11 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Equity Purchase Agreement On February 21, 2024, Inpixon completed the disposition of the remaining portion of the Shoom, SAVES, and GYG business lines and assets ("Grafiti Group Divestiture") that were excluded from the Grafiti Holding Transaction in accordance with the terms and conditions of an Equity Purchase Agreement, dated February 16, 2024, by and among Inpixon (“Seller”), Grafiti LLC, and Grafiti Group LLC (a newly formed entity controlled by Nadir Ali, the Company's CEO and a director) (“Buyer”). Pursuant to the terms of the Equity Purchase Agreement, Buyer acquired from 100% of the equity interest in Grafiti LLC, including the assets and liabilities primarily relating to Inpixon’s Saves, Shoom and Game Your Game business, including 100% of the equity interests of Inpixon India, Grafiti GmbH (previously Inpixon Gmbh) and Game Your Game, Inc. from the Company for a minimum purchase price of $1.0 million paid in two annual cash installments of $0.5 million due within 60 days after December 31, 2024 and 2025. The purchase price and annual cash installment payments will be (i) increased for 50% of net income after taxes, if any, from the operations of Grafiti LLC for the years ended December 31, 2024 and 2025; (ii) decreased for the amount of transaction expenses assumed; (iii) increased or decreased by the amount working capital of Grafiti LLC on the closing balance sheet is greater or less than $1.0 million. Transition Services Agreement On February 21, 2024, in connection with the closing of the Grafiti Group Divestiture, Grafiti LLC and the Company entered into a Transition Services Agreement with respect to services to be provided for a period of one year following closing. Pursuant to the agreement, the Company will provide contracted IT and accounting services to Grafiti LLC and Grafiti LLC will provide certain accounting and payroll services, in each case on an hourly as needed basis to ensure the orderly transition of the business. Sublease Arrangement The Company and Grafiti LLC arranged for the Company to sublease office space in Palo Alto, CA from Grafiti LLC at a cost of 50% of monthly rent and operating expenses as of February 1, 2024. The cost is estimated at approximately $5,800 per month. XTI Promissory Note & Security Agreement As discussed in Note 5, Inpixon is providing loans to XTI on a senior secured basis. On February 2, 2024, Inpixon and XTI executed a further amendment to the XTI Note, dated effective as of January 30, 2024, to increase the Maximum Principal Amount to approximately $4.0 million and to revise the date January 30,2024 in the definition of Maturity Date to March 31, 2024. The Company intends to amend the XTI Promissory Note to extend the term thereof. XTI Merger Pursuant to the XTI Merger Agreement, on March 12, 2024 (the “Closing Date”), Merger Sub merged with and into Legacy XTI (the “XTI Merger”), with Legacy XTI surviving the XTI Merger as our wholly-owned subsidiary. Following the effective time of the XTI Merger (the “Effective Time”) on the Closing Date, we amended our articles of incorporation to change our name from "Inpixon" to "XTI Aerospace, Inc." and the combined company opened for trading on the Nasdaq Capital Market on March 13, 2024 under the new ticker symbol “XTIA”. Shortly prior to the Effective Time, we effected a 1-for-100 reverse split of our outstanding shares of common stock. See Note 15. At the Effective Time, pursuant to the XTI Merger Agreement, the shares of Legacy XTI common stock outstanding immediately prior to the Effective Time became the right to receive 7,843,668 shares of XTI Aerospace common stock, and the options and warrants to purchase shares of Legacy XTI common stock outstanding immediately prior to the Effective Time were assumed by the Company and became exercisable for approximately 1,068,959 and 382,610 shares of XTI Aerospace common stock, respectively, based on an exchange ratio of 0.0892598 shares of XTI Aerospace common stock for each share of Legacy XTI common stock in accordance with the XTI Merger Agreement. Prior to the Effective Time, Legacy XTI received the consents of certain of its convertible note holders to convert the outstanding balance under their convertible notes, equal to an aggregate outstanding amount of $7,535,701, into shares of Legacy XTI common stock immediately prior to the Effective Time, enabling them to participate in the XTI Merger on the same basis as the other shares of Legacy XTI common stock. Legacy XTI convertible notes in the aggregate remaining principal and interest amount of $51,658, were assumed by the Company at the Effective Time and became convertible into approximately 4,611 shares of XTI Aerospace common stock. Immediately following the Effective Time, XTI Aerospace had 9,786,801 shares of common stock issued and outstanding, subject to adjustment in connection with rounding associated with the Reverse Stock Split. On March 12, 2024, the Company, Merger Sub and Legacy XTI entered into a Second Amendment to Merger Agreement (the “Merger Agreement Amendment”). The Merger Agreement Amendment provided, among other things, (i) adjustments for the issuance of shares of the Company’s newly designated non-convertible Series 9 preferred stock (“Series 9 Preferred Stock”) to Streeterville Capital, LLC in the exchange ratio calculation and (ii) the extension of the deadline to file a resale registration statement covering the shares issued in the XTI Merger that were not registered on the Company’s registration statement on Form S-4 filed in connection with the Merger to ten business days after the filing of this Annual Report on Form 10-K. Following the issuance of shares under the Merger Agreement, Company security holders immediately prior to the Effective Time retained beneficial ownership of approximately 25% of the outstanding common stock of the Company on a fully-diluted basis and Legacy XTI security holders immediately prior to the Effective Time acquired beneficial ownership of shares of common stock amounting to approximately 75% of the outstanding common stock of the Company on a fully-diluted basis. Financial Advisory Fees in connection with the XTI Merger Pursuant to the terms of an amended advisory fees agreement among Legacy XTI, the Company and Maxim and in accordance with the XTI Merger Agreement, the Company issued 385,359 registered shares of XTI Aerospace common stock in exchange for shares of Legacy XTI common stock issued to Maxim based on the exchange ratio under the XTI Merger Agreement. Additionally, Maxim will receive $200,000 payable upon the closing of one or more debt or equity financings for which Maxim serves as placement agent or underwriter and in which the Company raises minimum aggregate gross proceeds of $10 million following the Effective Time. Pursuant to its engagement letter with Legacy XTI, dated as of June 7, 2022, as amended (the “Chardan Engagement Letter”) and the XTI Merger Agreement, Chardan Capital Markets (“Chardan”) received a cash payment of $200,000 and 189,037 registered shares of XTI Aerospace common stock (the “Chardan Closing Shares”) in exchange for shares of Legacy XTI common stock issued to Chardan based on the exchange ratio under the XTI Merger Agreement. If within 120 days following the Effective Time, the Company consummates a public offering of securities in which the price per share of XTI Aerospace common stock (“Chardan Qualified Offering price”) is less than the per share price of Inpixon common stock utilized to calculate the number of Chardan Closing Shares, the Company will be required, subject to applicable securities laws, to issue additional shares of XTI Aerospace common stock to Chardan in an amount equal to (i) $1,000,000 minus the product of the number of Chardan Closing Shares and Chardan Qualified Offering Price, divided by (ii) the Chardan Qualified Offeing Price. Consulting Agreements On March 12, 2024, the Company entered into a Consulting Agreement with Mr. Nadir Ali (the “Ali Consulting Agreement”), the Company's former Chief Executive Officer. Pursuant to the Ali Consulting Agreement, following the Closing of the XTI Merger, Mr. Ali will provide consulting services to the Company for 15 months or until earlier termination in accordance with its terms. During the Ali Consulting Period, the Company will pay him a monthly fee of $20,000. In addition, the Company shall pay Mr. Ali (a) the amount of $1,500,000 due three months following the Closing, and (b) the aggregate amount of $4,500,000, payable in 12 equal monthly installments of $375,000 each, starting four months after the Effective Date (the payments described in (a) and (b), each an “Equity Payment”). Each Equity Payment may be made, in Company’s discretion, in (i) cash, (ii) fully vested shares of common stock under the Company’s equity incentive plan , or a combination of cash and Registered Shares. Mr. Ali must continue to provide consulting services to the Company on the date of payment of an Equity Payment to receive the Equity Payment, unless the Company terminates the Ali Consulting Agreement without Company Good Reason or Mr. Ali terminates the Ali Consulting Agreement for Consulting Good Reason, in which case the Equity Payments would become due and payable in full. To the extent all or a portion of an Equity Payment is made in shares, such shares will be valued based on the closing price per share on the date on which the Equity Payment is made. On March 12, 2024, the Company also entered into a Consulting Agreement with Ms. Wendy Loundermon (the “Loundermon Consulting Agreement”), the Company's former Chief Financial Officer. Pursuant to the Loundermon Consulting Agreement, following the Closing, Ms. Loundermon will provide consulting services to the Company for one year or until earlier termination in accordance with its terms (the “Loundermon Consulting Period”). As compensation for Ms. Loundermon ’s c onsulting services , the Company will pay her (i) $83,333 per month for the first six months of the Loundermon Consulting Period for services she perform s on an as-needed basis during the Loundermon Consulting Period regarding the transition of the management of the Company’s financial reporting function to ensure continuity of business operations , and (ii) $300 per hour for services performed on an as needed basis regarding the preparation and filing of Company’s public company financial reporting and compliance matters including accounting, payroll, audit and tax compliance functions. Series 9 Preferred Stock On March 12, 2024, the Company filed the Certificate of Designations of Preferences and Rights of Series 9 Preferred Stock (the “Certificate of Designation”), with the Secretary of State of Nevada, designating 20,000 shares of preferred stock, par value $0.001 of the Company, as Series 9 Preferred Stock. Each share of Series 9 Preferred Stock has a stated face value of $1,050.00 (“Stated Value”). The Series 9 Preferred Stock is not convertible into shares of common stock of the Company. Exchange Agreement On March 12, 2024, the Company and Streeterville Capital, LLC (the “Note Holder”), the holder of an outstanding promissory note issued on December 30, 2023 (as amended, the “December 2023 Note”), entered into an Exchange Agreement, pursuant to which the Note Holder exchanged the remaining balance of principal and accrued interest under the December 2023 Note in the aggregate amount of $9,801,521 for 9,801.521 shares of Series 9 Preferred Stock, based on an exchange price of $1,000 per share of Series 9 Preferred Stock. Following such exchange and the surrender of the December 2023 Note to the Company, the December 2023 Note is deemed paid in full, automatically canceled, and will not be reissued. Securities Purchase Agreement On March 12, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an entity controlled by the Company’s director and Chief Executive Officer, Mr. Nadir Ali (the “Purchaser”). Pursuant to the Securities Purchase Agreement, the Purchaser purchased 1,500 shares of Series 9 Preferred Stock for a total purchase price of $1,500,000, based on a purchase price of $1,000 per share of Series 9 Preferred Stock. Warrant Exercise Price Reduction |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (45,947) | $ (63,394) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Consolidations | Consolidations The consolidated financial statements have been prepared using the accounting records of Inpixon, Grafiti LLC, Grafiti GmbH, formerly known as Inpixon GmbH, Inpixon Holding UK Limited, Inpixon GmbH, formerly known as Nanotron Technologies, GmBh, Intranav GmbH, Inpixon India Limited, Game Your Game, Inc. and Active Mind Technology Limited. The consolidated financial statements also include financial data of Inpixon Canada, Inc., Design Reactor, Inc. and Inpixon Philippines, Inc. through March 14, 2023, which is the date those entities were spun off in the Enterprise Apps Spin-off and Business Combination transaction discussed in Note 4. The consolidated financial statements also include the financial data of Grafiti Holding Inc. and Inpixon Limited through December 27, 2023, which is the date those entities were spun off in the Solutions Divestiture- Grafiti Holding Inc. transaction discussed in Note 6. All material inter-company balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during each of the reporting periods. Actual results could differ from those estimates. The Company’s significant estimates consist of: • the valuation of stock-based compensation; • the valuation of the Company's common stock issues in transactions, including acquisitions; • the allowance for credit losses; • the valuation of loans receivable; • the valuation of equity securities; • the valuation of warrant liabilities; • the valuation allowance for deferred tax assets; • impairment of long-lived assets; and • useful lives of property, plant and equipment, intangible assets and software development costs. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable, net of Allowance for Credit Losses | Accounts Receivable, net of Allowance for Credit Losses |
Inventory | Inventory Finished goods are measured at the cost of manufactured products including direct materials and subcontracted services. Nanotron, states finished goods at the lower of cost and net realizable value on an average cost basis. As the inventory held by |
Short-term investments and Investment in equity securities- fair value | Short-term investments Investments with maturities greater than 90 days but less than one year are classified as short-term investments on the consolidated balance sheets and consist of U.S. Treasury Bills. Accrued interest on U.S. Treasury bills are also classified as short term investment. |
Property and Equipment, net | Property and Equipment, net Property and equipment are recorded at cost less accumulated depreciation and amortization. The Company depreciates its property and equipment for financial reporting purposes using the straight-line method over the estimated useful lives of the assets, which range from 3 to 10 years. Leasehold improvements are amortized over the lesser of the useful life of the asset or the initial lease term. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures, which extend the economic life, are capitalized. When assets are retired, or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized. |
Intangible Assets | Intangible Assets |
Goodwill | Goodwill The Company tests goodwill for potential impairment at least annually, or more frequently if an event or other circumstance indicates that the Company may not be able to recover the carrying amount of the net assets of the reporting unit. The Company has determined that the reporting unit is the entire company, due to the integration of all of the Company’s activities. In evaluating goodwill for impairment, the Company may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If the Company bypasses the qualitative assessment, or if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company performs a quantitative impairment test by comparing the fair value of a reporting unit with its carrying amount. The Company calculates the estimated fair value of a reporting unit using a weighting of the income and market approaches. For the income approach, the Company uses internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. For the market approach, the Company uses internal analyses based primarily on market comparables. The Company bases these assumptions on its historical data and experience, third party appraisals, industry projections, micro and macro general economic condition projections, and its expectations. |
Software Development Costs | Software Development Costs The Company develops and utilizes internal software for the processing of data provided by its customers. Costs incurred in this effort are accounted for under the provisions of ASC 350-40, "Internal Use Software" and ASC 985-20, "Software – Cost of Software to be Sold, Leased or Marketed", whereby direct costs related to development and enhancement of internal use software is capitalized, and costs related to maintenance are expensed as incurred. The Company capitalizes its direct internal costs of labor and associated employee benefits that qualify as development or enhancement. These software development costs are amortized over the estimated useful life which management has determined ranges from 1 to 5 years. |
Leases and Right-of-Use Assets | Leases and Right-of-Use Assets The Company determines if an arrangement is a lease at its inception. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company generally uses their incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments, because the implicit rate of the lease is generally not known. Right-of-use assets related to the Company's operating lease liabilities are measured at lease inception based on the initial measurement of the lease liability, plus any prepaid lease payments and less any lease incentives. The Company's lease terms that are used in determining their operating lease liabilities at lease inception may include options to extend or terminate the leases when it is reasonably certain that the Company will exercise such options. The Company amortizes their right-of-use assets as operating lease expense generally on a straight-line basis over the lease term and classify both the lease amortization and imputed interest as operating expenses. The Company does not recognize lease assets and lease liabilities for any lease with an original lease term of less than one year. |
Research and Development | Research and Development |
Loans and Notes Receivable | Loans and Notes Receivable The Company evaluates loans and notes receivable that don’t qualify as securities pursuant to ASC 310 – "Receivables", wherein such loans would first be classified as either “held for investment” or ‘held for sale”. Loans would be classified as “held for investment”, if the Company has the intent and ability to hold the loan for the foreseeable future, or to maturity or pay-off. Loans would be classified as “held for sale”, if the Company intends to sell the loan. Loan receivables classified as “held for investment” are carried on the balance sheet at their amortized cost and are periodically evaluated for impairment. Loan receivables classified as “held for sale” are carried on the balance sheet at the lower of their amortized cost or fair value, with a valuation allowance being recorded (with a corresponding income statement charge) if the amortized cost exceeds the fair value. For loans carried on the balance sheet at fair value, changes to the fair value amount that relate solely to the passage of time will be recorded as interest income. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Income tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain. |
Foreign Currency Translations | Foreign Currency Translation Assets and liabilities related to the Company’s foreign operations are calculated using the Indian Rupee, Canadian Dollar, British Pound, Philippine Peso and Euro, and are translated at end-of-period exchange rates, while the related revenues and expenses are translated at average exchange rates prevailing during the period. Translation adjustments are recorded as a separate component of consolidated stockholders’ equity, totaling a gain/(loss) of approximately $(0.4) million and $1.0 million for the years ended December 31, 2023 and 2022, respectively. Gains or losses resulting from transactions denominated in foreign currencies are included in general and administrative expenses in the consolidated statements of operations. The Company engages in foreign currency denominated transactions with customers that operate in functional currencies other than the U.S. dollar. Aggregate foreign currency net transaction losses were not material for the years ended December 31, 2023 and 2022. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company reports comprehensive income (loss) and its components in its consolidated financial statements. Comprehensive loss consists of net loss, foreign currency translation adjustments and unrealized gains and losses from marketable securities, affecting stockholders’ (deficit) equity that, under GAAP, are excluded from net loss. |
Business Combinations | Business Combinations The Company accounts for business combinations under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 “Business Combinations” using the acquisition method of accounting, and accordingly, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition. The excess of the purchase price over the estimated fair value is recorded as goodwill. All acquisition costs are expensed as incurred. Upon acquisition, the accounts and results of operations are consolidated as of and subsequent to the acquisition date. |
Revenue Recognition and Shipping and Handling Costs | Revenue Recognition The Company recognizes revenue when control is transferred of the promised products or services to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services. The Company derives revenue from software as a service, design and implementation services for its Indoor Intelligence systems, and professional services for work performed in conjunction with its systems. Hardware and Software Revenue Recognition For sales of hardware and software products, the Company’s performance obligation is satisfied at a point in time when they are shipped to the customer. This is when the customer has title to the product and the risks and rewards of ownership. The delivery of products to the Company's customers occurs in a variety of ways, including (i) as a physical product shipped from the Company’s warehouse, (ii) via drop-shipment by a third-party vendor, or (iii) via electronic delivery with respect to software licenses. The Company leverages drop-ship arrangements with many of its vendors and suppliers to deliver products to customers without having to physically hold the inventory at its warehouse. In such arrangements, the Company negotiates the sale price with the customer, pays the supplier directly for the product shipped, bears credit risk of collecting payment from its customers and is ultimately responsible for the acceptability of the product and ensuring that such product meets the standards and requirements of the customer. Accordingly, the Company is the principal in the transaction with the customer and records revenue on a gross basis. The Company receives fixed consideration for sales of hardware and software products. The Company’s customers generally pay within 30 to 60 days from the receipt of a customer approved invoice. The Company has elected the practical expedient to expense the costs of obtaining a contract when they are incurred because the amortization period of the asset that otherwise would have been recognized is less than a year. Software As A Service Revenue Recognition With respect to sales of the Company’s maintenance, consulting and other service agreements including the Company’s digital advertising and electronic services, customers pay fixed monthly fees in exchange for the Company’s service. The Company’s performance obligation is satisfied over time as the digital advertising and electronic services are provided continuously throughout the service period. The Company recognizes revenue evenly over the service period using a time-based measure because the Company is providing continuous access to its service. The Company notes that this revenue stream is part of the Shoom operating segment which is presented as discontinued operations as of December 31, 2023. Professional Services Revenue Recognition The Company’s professional services include milestone, fixed fee and time and materials contracts. Professional services under milestone contracts are accounted for using the percentage of completion method. As soon as the outcome of a contract can be estimated reliably, contract revenue is recognized in the consolidated statement of operations in proportion to the stage of completion of the contract. Contract costs are expensed as incurred. Contract costs include all amounts that relate directly to the specific contract, are attributable to contract activity, and are specifically chargeable to the customer under the terms of the contract. Professional services are also contracted on the fixed fee and time and materials basis. Fixed fees are paid monthly, in phases, or upon acceptance of deliverables. The Company’s time and materials contracts are paid weekly or monthly based on hours worked. Revenue on time and material contracts is recognized based on a fixed hourly rate as direct labor hours are expended. Materials, or other specified direct costs, are reimbursed as actual costs and may include markup. The Company has elected the practical expedient to recognize revenue for the right to invoice because the Company’s right to consideration corresponds directly with the value to the customer of the performance completed to date. For fixed fee contracts including maintenance service provided by in house personnel, the Company recognizes revenue evenly over the service period using a time-based measure because the Company is providing continuous service. Because the Company’s contracts have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. Anticipated losses are recognized as soon as they become known. For the years ended December 31, 2023 and 2022, the Company did not incur any such losses. These amounts are based on known and estimated factors. License Revenue Recognition The Company enters into contracts with its customers whereby it grants a non-exclusive on-premise license for the use of its proprietary software. The contracts provide for either (i) a one year stated term with a one year renewal option, (ii) a perpetual term or (iii) a two year term for students with the option to upgrade to a perpetual license at the end of the term. The contracts may also provide for yearly on-going maintenance services for a specified price, which includes maintenance services, designated support, and enhancements, upgrades and improvements to the software (the “Maintenance Services”), depending on the contract. Licenses for on-premises software provide the customer with a right to use the software as it exists when made available to the customer. All software provides customers with the same functionality and differ mainly in the duration over which the customer benefits from the software. The timing of the Company's revenue recognition related to the licensing revenue stream is dependent on whether the software licensing agreement entered into represents a good or service. Software that relies on an entity’s IP and is delivered only through a hosting arrangement, where the customer cannot take possession of the software, is a service. A software arrangement that is provided through an access code or key represents the transfer of a good. Licenses for on-premises software represents a good and provide the customer with a right to use the software as it exists when made available to the customer. Customers may purchase perpetual licenses or subscribe to licenses, which provide customers with the same functionality and differ mainly in the duration over which the customer benefits from the software. Revenue from distinct on-premises licenses is recognized upfront at the point in time when the software is made available to the customer. Renewals or extensions of licenses are evaluated as distinct licenses (i.e., a distinct good or service), and revenue attributed to the distinct good or service cannot be recognized until (1) the entity provides the distinct license (or makes the license available) to the customer and (2) the customer is able to use and benefit from the distinct license. Renewal contracts are not combined with original contracts, and, as a result, the renewal right is evaluated in the same manner as all other additional rights granted after the initial contract. The revenue is not recognized until the customer can begin to use and benefit from the license, which is typically at the beginning of the license renewal period. Therefore, the Company recognizes revenue resulting from renewal of licensed software at a point in time, specifically, at the beginning of the license renewal period. The Company recognizes revenue related to Maintenance Services evenly over the service period using a time-based measure because the Company is providing continuous service and the customer simultaneously receives and consumes the benefits provided by the Company’s performance as the services are performed. Contract Balances The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. The Company records a receivable when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. The Company recognized $0.5 million and $0.8 million of previously deferred revenue as revenue from continuing operations during the years ended December 31, 2023 and 2022, respectively. The Company had deferred revenue of approximately $0.6 million and $0.5 million as of December 31, 2023 and 2022, respectively, related to cash received in advance for product maintenance services and professional services provided by the Company’s technical staff. The Company expects to satisfy its remaining performance obligations for these maintenance services and professional services, and recognize the deferred revenue and related contract costs over the next twelve months. Costs to Obtain a Contract The Company recognizes eligible sales commissions as an asset as the commissions are an incremental cost of obtaining a contract with the customer and the Company expects to recover these costs. The capitalized costs are amortized over the expected contract term. Cost to Fulfill a Contract The Company incurs costs to fulfill their obligations under a contract once it has obtained, but before transferring goods or services to the customer. These costs are recorded as an asset as these costs are an incremental cost of fulfilling the contract with the customer and the Company expects to recover these costs. The capitalized costs are amortized over the expected remaining contract term. Multiple Performance Obligations The Company enters into contracts with customers for its technology that include multiple performance obligations. Each distinct performance obligation was determined by whether the customer could benefit from the good or service on its own or together with readily available resources. The Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company's process for determining standalone selling price considers multiple factors including the Company's internal pricing model and market trends that may vary depending upon the facts and circumstances related to each performance obligation. Sales and Use Taxes The Company presents transactional taxes such as sales and use tax collected from customers and remitted to government authorities on a net basis. Shipping and Handling Costs Shipping and handling costs are expensed as incurred as part of cost of revenues. These costs were deemed to be nominal during each of the reporting periods. |
Advertising Costs | Advertising Costs |
Share-Based Compensation | Stock-Based Compensation The Company accounts for options granted to employees, consultants and other non-employees by measuring the cost of services received in exchange for the award of equity instruments based upon the fair value of the award on the date of grant. The fair value of that award is then ratably recognized as an expense over the period during which the recipient is required to provide services in exchange for that award. Forfeitures of unvested stock options are recorded when they occur. |
Net Loss Per Share | Net Loss Per Share The Company computes basic and diluted earnings per share by dividing net loss by the weighted average number of common shares outstanding during the period. Basic and diluted net loss per common share were the same since the inclusion of common shares issuable pursuant to the exercise of options and warrants in the calculation of diluted net loss per common shares would have been anti-dilutive. |
Preferred Stock /Mezzanine equity | Preferred Stock The Company relies on the guidance provided by ASC 480, "Distinguishing Liabilities from Equity", to classify certain redeemable and/or convertible instruments. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred shares are classified as permanent equity. The Company also follows the guidance provided by ASC 815 "Derivatives and Hedging", which states that contracts that are both, (1) indexed to its own stock and (2) classified in stockholders’ equity in its statement of financial position, are not classified as derivative instruments, and to be recorded under stockholder's equity on the balance sheet of the financial statements. Management assessed the preferred stock and determined that it did meet the scope exception under ASC 815, and would be recorded as equity, and not a derivative instrument, on the balance sheet of the Company's financial statements. Mezzanine equity When ordinary or preferred shares are determined to be conditionally redeemable upon the occurrence of certain events that are not solely within the control of the issuer, and upon such event, the shares would become redeemable at the option of the holders, they are classified as ‘mezzanine equity’ (temporary equity). The purpose of this classification is to convey that such a security may not be permanently part of equity and could result in a demand for cash, securities or other assets of the entity in the future. |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. The Company follows this authoritative guidance for fair value measurements, which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles in the United States, and expands disclosures about fair value measurements. The guidance requires fair value measurements be classified and disclosed in one of the following three categories: • Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. • Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data. • Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the years ended December 31, 2023 and 2022. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, accounts payable, and short-term debt. The Company determines the estimated fair value of such financial instruments presented in these financial statements using available market information and appropriate methodologies. These financial instruments, except for short-term debt are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. Short-term debt approximates market value based on similar terms available to the Company in the market place. |
Carrying Value, Recoverability and Impairment of Long-Lived Assets | Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company has adopted Section 360-10-35 of the FASB ASC for its long-lived assets. Pursuant to ASC Paragraph 360-10-35-17, an impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). That assessment shall be based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. Pursuant to ASC Paragraph 360-10-35-20 if an impairment loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciable long-lived asset, the new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restoration of a previously recognized impairment loss is prohibited. Pursuant to ASC Paragraph 360-10-35-21, the Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company considers the following to be some examples of such events or changes in circumstances that may trigger an impairment review: (a) significant decrease in the market price of a long-lived asset (asset group); (b) a significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; (c) a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; (d) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); (e) a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and (f) a current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. |
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted The Company reviewed recently issued accounting pronouncements and concluded that they were not applicable to the consolidated financial statements, except for the following: In July 2023, the FASB issued ASU 2023-03, "Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718)", which updates codification on how an entity would apply the scope guidance in paragraph 718-10-15-3 to determine whether profits interest and similar awards should be accounted for in accordance with Topic 718, Compensation—Stock Compensation. The effective date of this update is for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is currently assessing potential impacts of ASU 2023-03 and does not expect the adoption of this guidance will have a material impact on its consolidated financial statements and disclosures. In October 2023, the FASB issued ASU 2023-06, "Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Updated and Simplification Initiative", which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). The ASU was issued in response to the SEC’s August 2018 final rule that updated and simplified disclosure requirements. The new guidance is intended to align U.S. GAAP requirements with those of the SEC and to facilitate the application of U.S. GAAP for all entities. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective two years later. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. The Company is currently assessing potential impacts of ASU 2023-06 and does not expect the adoption of this guidance will have a material impact on its consolidated financial statements and disclosures. In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which amends the disclosure to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an annual and interim basis for to enable investors to develop more decision-useful financial analyses. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023. The Company is currently assessing potential impacts of ASU 2023-06 and does not expect the adoption of this guidance will have a material impact on its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, " Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which amends the disclosure to address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information and includes certain other amendments to improve the effectiveness of income tax disclosures. For entities other than public business entities, the requirements will be effective for annual periods beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently assessing potential impacts of ASU 2023-09 and does not expect the adoption of this guidance will have a material impact on its consolidated financial statements and disclosures. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. These reclassifications had no material effect on the reported results of operations or cash flows. The consolidated balance sheet as of December 31, 2022 included approximately $1.1 million of earnings reclassified from controlling accumulated deficit to non-controlling interest. This reclassification did not effect the Company’s total stockholders’ equity. Additionally, certain amounts in prior periods have been reclassified to include the separate presentation and reporting of discontinued operations to conform to the current year presentation. The reclassification of discontinued operations did not have any effect on our financial condition or results of operations as previously reported. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table summarizes the number of common shares and common share equivalents excluded from the calculation of diluted net loss per common share for the years ended December 31, 2023 and 2022: For the Years Ended December 31, 2023 2022 Options 1,058 3,516 Warrants 941,239 62,120 Convertible preferred stock 2 2 Earnout reserve — — Totals 942,299 65,638 |
Disaggregation of Revenue (Tabl
Disaggregation of Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Revenues consisted of the following (in thousands): For the Years Ended December 31, 2023 2022 Recurring revenue Software $ 907 $ 655 Total recurring revenue $ 907 $ 655 Non-recurring revenue Hardware $ 2,968 $ 3,882 Software 371 129 Professional services 316 1,443 Total non-recurring revenue $ 3,655 $ 5,454 Total Revenue $ 4,562 $ 6,109 For the Years Ended December 31, 2023 2022 Revenue recognized at a point in time Indoor Intelligence (1) $ 3,338 $ 4,011 Total $ 3,338 $ 4,011 Revenue recognized over time Indoor Intelligence (2) (3) $ 1,224 $ 2,098 Total $ 1,224 $ 2,098 Total Revenue $ 4,562 $ 6,109 (1) Hardware and Software's performance obligation is satisfied at a point in time where when they are shipped to the customer. (2) Professional services are also contracted on the fixed fee and time and materials basis. Fixed fees are paid monthly, in phases, or upon acceptance of deliverables. The Company has elected the practical expedient to recognize revenue for the right to invoice because the Company’s right to consideration corresponds directly with the value to the customer of the performance completed to date, in which revenue is recognized over time. (3) Software As A Service Revenue's performance obligation is satisfied evenly over the service period using a time-based measure because the Company is providing continuous access to its service and service is recognized over time. |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory as of December 31, 2023 and 2022 consisted of the following (in thousands): As of December 31, 2023 2022 Raw materials $ 353 $ 351 Work-in-process 128 124 Finished goods 1,934 1,522 Inventory $ 2,415 $ 1,997 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, net | Property and equipment as of December 31, 2023 and 2022 consisted of the following (in thousands): As of December 31, 2023 2022 Computer and office equipment $ 881 $ 826 Furniture and fixtures 103 226 Leasehold improvements 18 19 Software 25 38 Total 1,027 1,109 Less: accumulated depreciation and amortization (750) (767) Total Property and Equipment, Net $ 277 $ 342 |
Software Development Costs, n_2
Software Development Costs, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Capitalized software development costs as of December 31, 2023 and 2022 consisted of the following (in thousands): As of December 31, 2023 2022 Capitalized software development costs $ 1,857 $ 1,767 Accumulated amortization (1,552) (1,243) Software development costs, net $ 305 $ 524 Intangible assets at December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 2022 Gross Amount Accumulated Amortization Spin-off Net Carrying Amount Gross Amount Accumulated Amortization Impairment Spin-off Net Carrying Amount Remaining Weighted Average Useful Life as of December 31, 2023 IP Agreement $ 167 $ (136) $ — $ 31 $ 162 $ (91) — $ — $ 71 0.75 Trade Name/Trademarks 2,012 (332) (1,584) 96 $ 3,808 $ (1,414) (594) $ (1,675) $ 125 3.00 Webstores & Websites — — — — 404 (258) (146) — — 0.00 Customer Relationships 6,523 (1,035) (4,746) 742 9,413 (2,776) (748) (4,928) 961 1.80 Developed Technology 15,494 (1,993) (12,162) 1,339 22,472 (5,385) (2,921) (12,477) 1,689 4.34 Non-compete Agreements 1,777 (573) (1,204) — 4,270 (2,488) (220) (1,414) 148 0.00 Totals $ 25,973 $ (4,069) $ (19,696) $ 2,208 $ 40,529 $ (12,412) (4,629) $ (20,494) $ 2,994 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Capitalized software development costs as of December 31, 2023 and 2022 consisted of the following (in thousands): As of December 31, 2023 2022 Capitalized software development costs $ 1,857 $ 1,767 Accumulated amortization (1,552) (1,243) Software development costs, net $ 305 $ 524 Intangible assets at December 31, 2023 and 2022 consisted of the following (in thousands): December 31, 2023 2022 Gross Amount Accumulated Amortization Spin-off Net Carrying Amount Gross Amount Accumulated Amortization Impairment Spin-off Net Carrying Amount Remaining Weighted Average Useful Life as of December 31, 2023 IP Agreement $ 167 $ (136) $ — $ 31 $ 162 $ (91) — $ — $ 71 0.75 Trade Name/Trademarks 2,012 (332) (1,584) 96 $ 3,808 $ (1,414) (594) $ (1,675) $ 125 3.00 Webstores & Websites — — — — 404 (258) (146) — — 0.00 Customer Relationships 6,523 (1,035) (4,746) 742 9,413 (2,776) (748) (4,928) 961 1.80 Developed Technology 15,494 (1,993) (12,162) 1,339 22,472 (5,385) (2,921) (12,477) 1,689 4.34 Non-compete Agreements 1,777 (573) (1,204) — 4,270 (2,488) (220) (1,414) 148 0.00 Totals $ 25,973 $ (4,069) $ (19,696) $ 2,208 $ 40,529 $ (12,412) (4,629) $ (20,494) $ 2,994 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Future amortization expense on intangibles assets is anticipated to be as follows (in thousands): For the Years Ending December 31, Amount 2024 $ 697 2025 613 2026 417 2027 329 2028 152 Total $ 2,208 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Contract with Customer, Liability [Abstract] | |
Schedule of Deferred Revenue | Deferred revenue as of December 31, 2023 and 2022 consisted of the following (in thousands): As of December 31, 2023 2022 Deferred Revenue Maintenance agreements $ 608 $ 520 Service agreements 17 26 Total Deferred Revenue $ 625 $ 546 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities as of December 31, 2023 and December 31, 2022 consisted of the following (in thousands): As of December 31, 2023 2022 Accrued Interest Expense $ 951 $ 1,197 Accrued Compensation and Benefits 482 134 Accrued Other 292 19 Accrued Bonus and Commissions 276 369 Accrued sales and other indirect taxes payable 6 117 Total Accrued Liabilities $ 2,007 $ 1,836 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Short-term Debt | Debt as of December 31, 2023 and 2022 consisted of the following (in thousands): Short-Term Debt Maturity 2023 2022 July 2022 Promissory Note (net of $760 debt discount) 5/17/2024 $ — $ 6,045 Dec 2022 Promissory Note (net of $33 and $1,880 debt discount) 5/17/2024 8,624 6,520 Third party note payable 12/31/2024 114 — Total Short-Term Debt $ 8,738 $ 12,565 |
Stock Award Plans and Stock Bas
Stock Award Plans and Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Key weighted-average assumptions used to apply this pricing model during the year ended December 31, 2022 were as follows: For the Year Ended December 31, 2022 Risk-free interest rate 1.50% - 1.76% Expected life of option grants 5 years Expected volatility of underlying stock 37.24% - 37.45% Dividends assumption $ — |
Schedule of Stock Option Activity | See below for a summary of the stock options granted under the 2011 and 2018 plans: 2011 Plan 2018 Plan Non Plan Total Weighted Aggregate Outstanding at January 1, 2022 73 2,519 1 2,593 $ 2,335,830.00 $ — Granted — 1,327 — 1,327 3,974.00 — Exercised — — — — — — Expired (16) (145) — (161) 8,071,398.00 — Forfeitures — (186) — (186) 7,497.00 — Outstanding at December 31, 2022 57 3,515 1 3,573 $ 1,701,544.00 $ — Granted — — — — — — Exercised — — — — — — Expired (48) (2,254) (1) (2,303) 2,310,676.00 — Forfeitures — (207) — (207) 7,437.00 — Outstanding at December 31, 2023 9 1,054 — 1,063 $ 730,081.00 $ — Exercisable at December 31, 2023 9 620 — 629 $ 1,241,985.00 $ — |
Schedule of Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following table summarizes restricted stock-based award activity granted: Number of Shares Weighted Average Grant Date Fair Value Balance, January 1, 2022 558 $ 13,500.00 Granted — $ — Forfeited (128) $ 13,725.00 Balance, December 31, 2022 430 $ 13,426.00 Granted — $ — Forfeited — $ — Balance, December 31, 2023 430 $ 13,426.00 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants [Abstract] | |
Schedule Of Black-Scholes Option Pricing Model Were Utilized | The following inputs into the Black-Scholes option pricing model were utilized: Factor Rate Risk Free Rate 3.9% Term 5 years Volatility 148% Dividend 0% Exercise price $7.32 |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table summarizes the changes in warrants outstanding during the years ended December 31, 2023 and 2022: Number Weighted Aggregate Outstanding at Outstanding at January 1, 2022 13,007 $ 14,775.00 $ — Granted 76,617 988.00 — Exercised (11,152) 15,000.00 — Expired (12) 189,000,000.00 — Cancelled (16,195) 7,545.00 — Outstanding at December 31, 2022 62,265 $ 1,956.00 $ — Granted 1,991,314 $ 21.39 — Exercised (595,110) 8.16 — Expired (128) 8,326,125.00 — Exchanged (9,859) 4,920.24 — Outstanding at December 31, 2023 1,448,482 $ 24.41 $ — Exercisable at December 31, 2022 62,265 $ 1,956.00 — Exercisable at December 31, 2023 1,448,482 $ 24.41 — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The domestic and foreign components of loss from continuing operations before income taxes for the years ended December 31, 2023 and 2022 are as follows (in thousands): For the Years Ended December 31, 2023 2022 Domestic $ (30,679) $ (13,797) Foreign (3,647) (6,066) Net Loss, before tax $ (34,326) $ (19,863) |
Schedule of Components of Income Tax Expense (Benefit) | The income tax provision (benefit) for the years ended December 31, 2023 and 2022 consists of the following (in thousands): For the Years Ended December 31, 2023 2022 Foreign Current $ — $ — Deferred (1,168) (1,456) U.S. federal Current — (268) Deferred (4,544) (2,123) State and local Current 24 86 Deferred (254) (123) (5,942) (3,884) Change in valuation allowance 5,966 3,703 Income Tax Provision (Benefit) $ 24 $ (181) |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation between the U.S. statutory federal income tax rate and the Company’s effective rate for the years ended December 31, 2023 and 2022 is as follows: For the Years Ended December 31, 2023 2022 U.S. federal statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 0.6 % 0.5 % Incentive stock options (0.1) % (0.2) % 162(m) Compensation Limit (1.6) % — % US-Foreign income tax rate difference 0.8 % 1.6 % Other permanent items (2.3) % (1.6) % Provision to return adjustments 0.2 % 1.9 % Deferred only adjustment (1.3) % (3.7) % Change in valuation allowance (17.4) % (18.6) % Effective Rate (0.1) % 0.9 % |
Schedule of Deferred Tax Assets and Liabilities | As of December 31, 2023 and 2022, the Company’s deferred tax assets consisted of the effects of temporary differences attributable to the following: As of December 31, (in 000s) 2023 2022 Deferred Tax Asset Net operating loss carryovers $ 31,085 $ 26,052 Stock based compensation 1,350 1,259 Research credits — — Accrued compensation 24 22 Reserves 263 279 Intangibles 1,750 1,980 Fixed assets 109 149 Unrealized gain — — Capital Research 332 106 Other 2,210 360 Total Deferred Tax Asset 37,123 30,207 Less: valuation allowance (36,096) (29,205) Deferred Tax Asset, Net of Valuation Allowance $ 1,027 $ 1,002 As of December 31, Deferred Tax Liabilities 2023 2022 Intangible assets $ (532) $ (715) Fixed assets (99) (160) Other (396) (127) Capitalized research — — Total deferred tax liabilities (1,027) (1,002) Net Deferred Tax Asset (Liability) $ — $ — |
Credit Risk, Concentrations, _2
Credit Risk, Concentrations, and Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | The Company is exposed to the following concentration risk: The customers who account for 10% or more of the Company's revenue for the year ended December 31, 2023 or 10% or more of the Company's outstanding receivable balance as of December 31, 2023 are presented as follows: Year ended December 31, 2023 As of December 31, 2023 Customer Revenues (millions) Percentage of revenues Accounts Receivable (millions) Percentage of accounts receivable A $ 0.8 17 % $ — — % B $ 0.2 4 % $ 0.1 10 % C $ 0.4 10 % $ — — % Total $ 1.4 31 % $ 0.1 10 % The customers who account for 10% or more of the Company's revenue for the year ended December 31, 2022 or 10% or more of the Company's outstanding receivable balance as of December 31, 2022 are presented as follows: Year ended December 31, 2022 As of December 31, 2022 Customer Revenues (millions) Percentage of revenues Accounts Receivable (millions) Percentage of accounts receivable A $ 0.6 9 % $ 0.2 12 % B $ 0.2 4 % $ 0.2 18 % C $ 1.4 23 % $ 0.2 16 % Total $ 2.2 36 % $ 0.6 46 % The vendors who account for 10% or more of the Company's purchases for the year ended December 31, 2023 or 10% or more of the Company's outstanding payable balance as of December 31, 2023 are presented as follows: Year ended December 31, 2023 As of December 31, 2023 Vendor Purchases (millions) Percentage of purchases Accounts Payable (millions) Percentage of accounts payable A $ 2.1 10 % $ 0.4 15 % B $ 2.7 13 % $ — — % C $ 1.0 5 % $ 0.5 20 % Total $ 5.8 28 % $ 0.9 35 % The vendors who account for 10% or more of the Company's purchases for the year ended December 31, 2022 or 10% or more of the Company's outstanding payable balance as of December 31, 2022 are presented as follows: Year ended December 31, 2022 As of December 31, 2022 Vendor Purchases (millions) Percentage of purchases Accounts Payable (millions) Percentage of accounts payable A $ 0.2 1 % $ 0.1 12 % B $ 7.3 31 % $ — — % C $ 1.4 6 % $ 0.2 31 % Total $ 8.9 38 % $ 0.3 43 % |
Foreign Operations (Tables)
Foreign Operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers by Geographic Areas | The financial data by geographic area are as follows (in thousands): United Germany United Kingdom Total For the Year Ended December 31, 2023: Revenues by geographic area $ 1,265 $ 3,297 $ — $ 4,562 Operating income (loss) by geographic area $ (23,785) $ (3,139) $ (5) $ (26,929) Net income (loss) by geographic area $ (31,232) $ (3,113) $ (5) $ (34,350) For the Year Ended December 31, 2022: Revenues by geographic area $ 1,959 $ 4,150 $ — $ 6,109 Operating income (loss) by geographic area $ (13,114) $ (6,130) $ — $ (19,244) Net income (loss) by geographic area $ (13,622) $ (6,060) $ — $ (19,682) As of December 31, 2023: Identifiable assets by geographic area $ 15,019 $ 5,972 $ 10 $ 21,001 Long lived assets by geographic area $ 775 $ 2,350 $ — $ 3,125 Goodwill by geographic area $ — $ — $ — $ — As of December 31, 2022: Identifiable assets by geographic area $ 13,623 $ 6,548 $ 417 $ 20,588 Long lived assets by geographic area $ 1,089 $ 3,298 $ — $ 4,387 Goodwill by geographic area $ — $ — $ — $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Right-of-Use Assets | Right-of-use assets is summarized below (in thousands): As of December 31, As of December 31, 2022 Palo Alto, CA Office $ — $ 630 Berlin, Germany Office 523 508 Frankfurt, Germany Office 304 294 Less accumulated amortization (492) (905) Right-of-use asset, net $ 335 $ 527 |
Schedule of Lease Liability | Lease liability is summarized below (in thousands): As of December 31, 2023 As of December 31, 2022 Total lease liability $ 342 $ 541 Less: short term portion (201) (207) Long term portion $ 141 $ 334 |
Schedule of Maturity Analysis under the Lease Agreement | Maturity analysis under the lease agreement is as follows (in thousands): Year ending December 31, 2024 $ 211 Year ending December 31, 2025 110 Year ending December 31, 2026 42 Total $ 363 Less: Present value discount (21) Lease liability $ 342 |
Restructuring Activities (Table
Restructuring Activities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | A summary of the activity for the year ended December 31, 2022, is included below (in thousands): Restructuring costs payable - January 1, 2022 $ — Restructuring costs incurred 845 Restructuring costs paid (793) Restructuring costs payable - December 31, 2022 $ 52 Restructuring costs incurred — Restructuring costs paid (52) Restructuring costs payable - December 31, 2023 $ — |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Certain Selected Components of Discontinued Operations | For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 CXApp Divestiture Grafiti Holding and Grafiti LLC Divestiture Total Discontinued Operations CXApp Divestiture Grafiti Holding an Grafiti LLC Divestiture Total Discontinued Operations Revenues $ 1,620 $ 4,840 $ 6,460 $ 8,470 $ 4,839 $ 13,309 Cost of Revenues 483 681 1,164 2,064 1,304 3,368 Gross Profit 1,137 4,159 5,296 6,406 3,535 9,941 Operating Expenses Research and development 1,514 4,081 5,595 9,323 3,854 13,177 Sales and marketing 988 1,896 2,884 4,996 1,662 6,658 General and administrative 1,644 1,325 2,969 10,540 1,466 12,006 Acquisition related costs — — — 16 — 16 Transaction costs 1,043 — 1,043 — — — Impairment of goodwill and intangibles — — — 5,540 5,476 11,016 Amortization of intangibles 805 — 805 3,885 639 4,524 Total Operating Expenses 5,994 7,302 13,296 34,300 13,097 47,397 Loss from Operations (4,857) (3,143) (8,000) (27,894) (9,562) (37,456) Interest income/(expense), net 1 3 4 4 (77) (73) Other income/(expense) — 1,315 1,315 (1) 712 711 Unrealized gain (loss) on equity securities — 5,609 5,609 — (7,904) (7,904) Realized loss on investment — (6,692) (6,692) — — — Unrealized loss on equity method investment — — — — (1,784) (1,784) Loss on discontinued operations — (2,303) (2,303) — — — Total Other Income (Expense) 1 (2,068) (2,067) 3 (9,053) (9,050) Loss from discontinued operations, before tax (4,856) (5,211) (10,067) (27,891) (18,615) (46,506) Income tax provision (2,478) (205) (2,683) (80) (36) (116) Loss from discontinued operations, net of tax $ (7,334) $ (5,416) $ (12,750) $ (27,971) $ (18,651) $ (46,622) The Consolidated Statements of Cash Flows are presented on a consolidated basis for both continuing operations and discontinued operations. Cash used in operating activities of discontinued operations totaled approximately 0.5 million and $24.1 million for the year ended December 31 2023 and 2022, respectively. Cash used in investing activities from discontinued operations totaled approximately $0.05 million and $0.3 million for the years ended December 31, 2023 and 2022, respectively. The following table summarizes certain assets and liabilities of discontinued operations: For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 CXApp Divestiture Grafiti LLC Divestiture Total Discontinued Operations CXApp Divestiture Grafiti LLC Divestiture Total Discontinued Operations Current Assets of Discontinued Operations Cash and cash equivalents $ — $ 1,121 $ 1,121 $ 10,000 $ 951 $ 10,951 Accounts receivable — 1,036 1,036 1,338 702 2,040 Other receivables — 2 2 273 3 276 Inventory — 1,212 1,212 — 445 445 Prepaid expenses and other current assets — 251 251 650 112 762 Property and equipment, net — 700 700 — — — Operating Lease Right-of-Use Asset, net — 8 8 — — — Software development costs, net — 605 605 — — — Investment in equity securities — 65 65 — — — Long term investments — 50 50 — — — Other Assets — 21 21 — — — Allowance on current assets classified as discontinued operations — (2,303) (2,303) — — — Current Assets of Discontinued Operations $ — $ 2,768 $ 2,768 $ 12,261 $ 2,213 $ 14,474 Long Term Assets of Discontinued Operations Property and equipment, net $ — $ — $ — $ 202 $ 722 $ 924 Operating Lease Right-of-Use Asset, net — — — 681 4 685 Software development costs, net — — — 487 741 1,228 Investment in equity securities — — — — 330 330 Long term investments — — — — 50 50 Intangible assets, net — — — 19,289 — 19,289 Other Assets — — — 52 15 67 Long Term Assets of Discontinued Operations $ — $ — $ — $ 20,711 $ 1,862 $ 22,573 Current Liabilities of Discontinued Operations Accounts payable $ — $ 734 $ 734 $ 1,054 $ 783 $ 1,837 Accrued liabilities — 520 520 1,736 783 2,519 Operating lease obligation, current — 9 9 266 4 270 Deferred revenue — 697 697 2,162 777 2,939 Short term debt — — — $ — 1,078 1,078 Current Liabilities of Discontinued Operations $ — $ 1,960 $ 1,960 $ 5,218 $ 3,425 $ 8,643 Long Term Liabilities of Discontinued Operations Operating lease obligation, noncurrent $ — $ — $ — $ 444 $ — $ 444 Other Liabilities, noncurrent — — — 28 — 28 Long Term Liabilities of Discontinued Operations $ — $ — $ — $ 472 $ — $ 472 |
Schedule of Equity Securities | The composition of the Company’s investment securities—fair value was as follows (in thousands): December 31, 2023 Cost Fair Value Investments in equity securities -fair value Equity shares $ 54,237 $ 63 Equity rights 11,064 2 Total investments in equity securities - fair value $ 65,301 $ 65 |
Schedule of Other Long-Term Investments | The following component represents components of Other long-term investments as of December 31, 2023: Ownership interest as of December 31, Ownership interest as of December 31, 2023 2022 Instrument Held Investee CVH LLC Class A — % 14.1 % Units CVH LLC Class B 38.4 % 38.4 % Units |
Schedule of Fair Value of Assets | The Company's assets measured at fair value consisted of the following at December 31, 2023 and December 31, 2022 : Fair Value at December 31, 2023 Total Fair Value Level 1 - Quoted Prices in Active Markets for Identical Assets Level 2 - Significant Other Observable Inputs Level 3 - Significant Unobservable Inputs Assets: Investments in equity securities 65 54 — 11 Total assets $ 65 $ 54 $ — $ 11 Fair Value at December 31, 2022 Total Fair Value Level 1 - Quoted Prices in Active Markets for Identical Assets Level 2 - Significant Other Observable Inputs Level 3 - Significant Unobservable Inputs Assets: Investments in equity securities 330 319 — 11 Total assets $ 330 $ 319 $ — $ 11 |
Schedule of Reconciliation of Assets for Level 3 Investments | The following table is a reconciliation of assets for Level 3 investments for which significant unobservable inputs were used to determine fair value for the year ended December 31, 2023 (in thousands): Level 3 Level 3 Investments Balance at January 1, 2023 $ 11 Unrealized loss on equity securities — Balance at December 31, 2023 $ 11 The following table is a reconciliation of assets for Level 3 investments for which significant unobservable inputs were used to determine fair value for the year ended December 31, 2022 (in thousands): Level 3 Level 3 Investments Balance at January 1, 2022 $ 1,838 Transfers in - FOXO Technologies, Inc. convertible note 6,050 Transfers in - FOXO Technologies, Inc. original issue discount on convertible note (550) Amortization of original issue discount on convertible note 206 Change in fair value on debt securities 791 Transfers out - FOXO Technologies, Inc. conversion of note to marketable equity securities (6,497) Unrealized loss on equity securities (1,827) Balance at December 31, 2022 $ 11 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Dec. 15, 2023 | May 15, 2023 | Jul. 31, 2023 | Oct. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Working capital surplus (deficiency) | $ 3,600,000 | |||||
Cash | 6,254,000 | |||||
Net loss attributable to common stockholders | 45,947,000 | $ 79,570,000 | ||||
Net cash used in operating activities | 29,213,000 | 33,963,000 | ||||
Gross proceeds from issuance of warrants | 1,409,000 | 0 | ||||
Common stock issued in connection with exercise of warrants (in shares) | 9,310 | |||||
Net proceeds from ATM stock offerings | 26,508,000 | 14,088,000 | ||||
Inventory allowance reserve | 400,000 | 400,000 | ||||
Short-term investments | 0 | 0 | ||||
Unrealized gain (loss) on available for sale securities | 0 | 0 | ||||
Impairment of intangible assets | 0 | 0 | ||||
Goodwill impairment loss | $ 31,000,000 | 7,600,000 | ||||
Recognition of lease assets and liabilities, minimum lease term | 1 year | |||||
Research and development | $ 4,355,000 | 4,484,000 | ||||
Non-controlling Interest | 390,000 | (1,184,000) | ||||
Translation adjustments, gain (loss) | $ (400,000) | 1,000,000 | ||||
Revenue, stated term | 1 year | |||||
Revenue, renewal option term | 1 year | |||||
Revenue, term for students | 2 years | |||||
Deferred revenue | $ 625,000 | 546,000 | ||||
Advertising expense | 300,000 | 200,000 | ||||
Stock based compensation | 1,003,000 | 3,656,000 | ||||
Acquisition-related costs | 4,170,000 | 410,000 | ||||
Transaction costs | 3,059,000 | 0 | ||||
Impairment of goodwill and intangibles | 0 | 1,183,000 | ||||
Accumulated deficit | (359,698,000) | (313,739,000) | ||||
Revision of Prior Period, Reclassification, Adjustment | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Non-controlling Interest | (1,100,000) | |||||
Accumulated deficit | 1,100,000 | |||||
Game Your Game | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Non-controlling Interest | $ 400,000 | $ (1,200,000) | ||||
Inpixon India | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Noncontrolling interest, ownership percentage by parent | 82.50% | |||||
Game Your Game | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Noncontrolling interest, ownership percentage by parent | 79.54% | 55.40% | ||||
Inpixon Philippines, Inc | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Noncontrolling interest, ownership percentage by parent | 99.97% | |||||
Continuing Operations | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill impairment loss | $ 0 | $ 1,200,000 | ||||
Goodwill by geographic area | 0 | 0 | ||||
Contract with customer, previously deferred revenue recognized | 500,000 | 800,000 | ||||
Impairment of goodwill and intangibles | 0 | 1,200,000 | ||||
Discontinued Operations | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill impairment loss | 19,400,000 | 6,400,000 | ||||
Stock based compensation | 200,000 | 1,900,000 | ||||
Impairment of goodwill and intangibles | $ 0 | $ 11,000,000 | ||||
Minimum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Property, plant and equipment, useful life | 3 years | |||||
Intangible asset, useful life | 1 year | |||||
Minimum | Computer Software, Intangible Asset | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible asset, useful life | 1 year | |||||
Maximum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Property, plant and equipment, useful life | 10 years | |||||
Intangible asset, useful life | 15 years | |||||
Maximum | Computer Software, Intangible Asset | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible asset, useful life | 5 years | |||||
May 2023 Offering | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Net proceeds from the issuance of warrants | $ 2,300,000 | |||||
Exercise price of warrants (in usd per share) | $ 26 | |||||
Warrant Inducement | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Net proceeds from the issuance of warrants | $ 2,200,000 | |||||
Proceeds from warrant exercises | $ 2,500,000 | |||||
Equity Distribution Agreement | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Number of shares sold under offering (in shares) | 703,756 | |||||
Net proceeds from ATM stock offerings | $ 27,400,000 | |||||
Sale of stock, consideration received on transaction | $ 26,500,000 | |||||
Equity Distribution Agreement | Minimum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Share price (in usd per share) | $ 13.96 | |||||
Equity Distribution Agreement | Maximum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Share price (in usd per share) | $ 186 | |||||
May 2023 Warrant Issuance | Warrant Purchase Agreement | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Sale of stock, number of warrants issued in transaction (in shares) | 1,500,000 | |||||
Gross proceeds from issuance of warrants | $ 1,500,000 | |||||
Net proceeds from the issuance of warrants | $ 1,400,000 | |||||
Exercise price of warrants (in usd per share) | $ 1 | |||||
May 2023 Warrant Issuance | Warrant Inducement | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Warrants exercised for cash (in shares) | 491,310 | |||||
Pre-Funded Warrants | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Common stock issued in connection with exercise of warrants (in shares) | 9,310 | |||||
Proceeds from warrant exercises | $ 4,800,000 | |||||
Pre-Funded Warrants | May 2023 Offering | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Common stock issued in connection with exercise of warrants (in shares) | 90,000 | |||||
Warrants exercised for common shares (in shares) | 90,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Antidilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 942,299 | 65,638 |
Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 1,058 | 3,516 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 941,239 | 62,120 |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 2 | 2 |
Earnout reserve | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Totals | 0 | 0 |
Disaggregation of Revenue (Deta
Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 4,562 | $ 6,109 |
Transferred At Point In Time | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 3,338 | 4,011 |
Transferred At Point In Time | Indoor Intelligence | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 3,338 | 4,011 |
Transferred Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 1,224 | 2,098 |
Transferred Over Time | Indoor Intelligence | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 1,224 | 2,098 |
Recurring revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 907 | 655 |
Non-recurring revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 3,655 | 5,454 |
Software | Recurring revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 907 | 655 |
Software | Non-recurring revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 371 | 129 |
Hardware | Non-recurring revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 2,968 | 3,882 |
Professional services | Non-recurring revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | $ 316 | $ 1,443 |
XTI Merger Agreement (Details)
XTI Merger Agreement (Details) - USD ($) $ in Thousands | Jul. 24, 2023 | Mar. 12, 2024 | Jan. 30, 2024 | Dec. 31, 2023 | Nov. 14, 2023 | Oct. 26, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | |||||||
Financing receivable balance | $ 6,145 | $ 150 | |||||
Convertible Notes Receivable | |||||||
Business Acquisition [Line Items] | |||||||
Financing receivable, aggregate principal amount | $ 3,000 | ||||||
XTI Aircraft Company | Convertible Notes Receivable | |||||||
Business Acquisition [Line Items] | |||||||
Financing receivable, maximum term following merger closing date | 4 months | ||||||
Financing receivable, maximum principal amount | $ 500 | ||||||
Financing receivable, aggregate maximum amount | 1,800 | ||||||
Financing receivable, aggregate principal amount | 2,300 | $ 3,100 | |||||
Financing receivable, principal amount previously advanced | $ 500 | ||||||
Financing receivable, annual interest rate | 10% | ||||||
Financing receivable balance | 3,100 | ||||||
Interest receivable | $ 40 | ||||||
Inpixon and Superfly Merger Sub Inc. Agreement | |||||||
Business Acquisition [Line Items] | |||||||
Minimum net cash available | $ 21,500 | ||||||
Voting interest acquired | 25% | ||||||
Transaction bonus plan, term | 1 year | ||||||
Transaction bonus plan, cash payment, percent of annual salary | 100% | ||||||
Transaction bonus plan, cash payment, percent of transaction value | 4% | ||||||
Transaction bonus plan, minimum amount | $ 6,500 | ||||||
Inpixon and Superfly Merger Sub Inc. Agreement | XTI Aircraft Company | |||||||
Business Acquisition [Line Items] | |||||||
Voting interest acquired | 75% | ||||||
Subsequent Event | XTI Aircraft Company | Convertible Notes Receivable | |||||||
Business Acquisition [Line Items] | |||||||
Financing receivable balance | $ 4,000 | ||||||
Subsequent Event | Inpixon and Superfly Merger Sub Inc. Agreement | |||||||
Business Acquisition [Line Items] | |||||||
Voting interest acquired | 25% | ||||||
Subsequent Event | Inpixon and Superfly Merger Sub Inc. Agreement | Dave Brody | |||||||
Business Acquisition [Line Items] | |||||||
Convertible notes payable | $ 175 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 353 | $ 351 |
Work-in-process | 128 | 124 |
Finished goods | 1,934 | 1,522 |
Inventory | $ 2,415 | $ 1,997 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,027 | $ 1,109 |
Less: accumulated depreciation and amortization | (750) | (767) |
Total Property and Equipment, Net | 277 | 342 |
Computer and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 881 | 826 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total | 103 | 226 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total | 18 | 19 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 25 | $ 38 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property and Equipment, Net | ||
Depreciation and amortization expense | $ 0.3 | $ 0.4 |
Depreciation and amortization expense discontinued operations | $ 0.1 | $ 0.3 |
Software Development Costs, n_3
Software Development Costs, net - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Research and Development [Abstract] | ||
Capitalized software development costs | $ 1,857 | $ 1,767 |
Accumulated amortization | (1,552) | (1,243) |
Software development costs, net | $ 305 | $ 524 |
Software Development Costs, n_4
Software Development Costs, net - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Software Development Costs | ||
Impairment of software development costs | $ 0 | $ 0 |
Remaining amortization period | 1 year | |
Capitalized computer software amortization expense | $ 700,000 | 940,000 |
Capitalized computer software amortization expense, discontinued operations | $ 400,000 | $ 700,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | ||
Goodwill impairment loss | $ 31,000,000 | $ 7,600,000 |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment of goodwill and intangibles | |
Impairment Long Lived Asset Held For Use Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag | other long-lived assets | |
Amortization expense | $ 1,600,000 | 6,100,000 |
Indoor Intelligence | ||
Goodwill [Line Items] | ||
Impairment loss of long-lived assets | 4,600,000 | |
Indoor Intelligence | Game Your Game | ||
Goodwill [Line Items] | ||
Impairment loss of long-lived assets | 3,100,000 | |
Saves | ||
Goodwill [Line Items] | ||
Impairment loss of long-lived assets | 1,500,000 | |
Discontinued Operations | ||
Goodwill [Line Items] | ||
Goodwill impairment loss | 19,400,000 | 6,400,000 |
Amortization expense | 800,000 | 5,200,000 |
Continuing Operations | ||
Goodwill [Line Items] | ||
Goodwill impairment loss | 0 | $ 1,200,000 |
Continuing Operations | Indoor Intelligence | ||
Goodwill [Line Items] | ||
Goodwill impairment loss | $ 11,600,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 40,529 | $ 25,973 |
Accumulated Amortization | (12,412) | (4,069) |
Impairment | (4,629) | |
Spin-off | (20,494) | (19,696) |
Net Carrying Amount | 2,994 | 2,208 |
IP Agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 162 | 167 |
Accumulated Amortization | (91) | (136) |
Impairment | 0 | |
Spin-off | 0 | 0 |
Net Carrying Amount | 71 | $ 31 |
Remaining Weighted Average Useful Life as of December 31, 2023 | 9 months | |
Trade Name/Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 3,808 | $ 2,012 |
Accumulated Amortization | (1,414) | (332) |
Impairment | (594) | |
Spin-off | (1,675) | (1,584) |
Net Carrying Amount | 125 | $ 96 |
Remaining Weighted Average Useful Life as of December 31, 2023 | 3 years | |
Webstores & Websites | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 404 | $ 0 |
Accumulated Amortization | (258) | 0 |
Impairment | (146) | |
Spin-off | 0 | 0 |
Net Carrying Amount | 0 | $ 0 |
Remaining Weighted Average Useful Life as of December 31, 2023 | 0 years | |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 9,413 | $ 6,523 |
Accumulated Amortization | (2,776) | (1,035) |
Impairment | (748) | |
Spin-off | (4,928) | (4,746) |
Net Carrying Amount | 961 | $ 742 |
Remaining Weighted Average Useful Life as of December 31, 2023 | 1 year 9 months 18 days | |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 22,472 | $ 15,494 |
Accumulated Amortization | (5,385) | (1,993) |
Impairment | (2,921) | |
Spin-off | (12,477) | (12,162) |
Net Carrying Amount | 1,689 | $ 1,339 |
Remaining Weighted Average Useful Life as of December 31, 2023 | 4 years 4 months 2 days | |
Non-compete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 4,270 | $ 1,777 |
Accumulated Amortization | (2,488) | (573) |
Impairment | (220) | |
Spin-off | (1,414) | (1,204) |
Net Carrying Amount | $ 148 | $ 0 |
Remaining Weighted Average Useful Life as of December 31, 2023 | 0 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets Future Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 697 | |
2025 | 613 | |
2026 | 417 | |
2027 | 329 | |
2028 | 152 | |
Net Carrying Amount | $ 2,208 | $ 2,994 |
Deferred Revenue- Schedule of D
Deferred Revenue- Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Revenue, Current [Abstract] | ||
Total Deferred Revenue | $ 625 | $ 546 |
Maintenance agreements | ||
Deferred Revenue, Current [Abstract] | ||
Total Deferred Revenue | 608 | 520 |
Service agreements | ||
Deferred Revenue, Current [Abstract] | ||
Total Deferred Revenue | $ 17 | $ 26 |
Deferred Revenue- Narrative (De
Deferred Revenue- Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Continuing Operations | ||
Disaggregation of Revenue [Line Items] | ||
Contract with customer, previously deferred revenue recognized | $ 500,000 | $ 800,000 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued Interest Expense | $ 951 | $ 1,197 |
Accrued Compensation and Benefits | 482 | 134 |
Accrued Other | 292 | 19 |
Accrued Bonus and Commissions | 276 | 369 |
Accrued sales and other indirect taxes payable | 6 | 117 |
Total Accrued Liabilities | $ 2,007 | $ 1,836 |
Debt - Schedule of Short Term D
Debt - Schedule of Short Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Total Short-Term Debt | $ 8,738 | $ 12,565 |
July 2022 Promissory Note | ||
Short-Term Debt [Line Items] | ||
Notes payable, current | 0 | 6,045 |
Debt instrument, discount | (760) | |
Dec 2022 Promissory Note | ||
Short-Term Debt [Line Items] | ||
Notes payable, current | 8,624 | 6,520 |
Debt instrument, discount | (33) | (1,880) |
Third party note payable | ||
Short-Term Debt [Line Items] | ||
Notes payable, current | $ 114 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 12 Months Ended | ||||||||||
Dec. 29, 2023 | Oct. 31, 2023 | Jun. 30, 2023 | May 16, 2023 | Dec. 30, 2022 | Jul. 22, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 23, 2023 | Mar. 31, 2023 | Jan. 31, 2023 | |
Short-Term Debt [Line Items] | |||||||||||
Interest expense | $ 4,900,000 | $ 1,000,000 | |||||||||
Amortization of debt discount | $ (32,000) | $ 0 | |||||||||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | |||||||||
Common shares issued for extinguishment of debt | $ 9,193,000 | $ 3,650,000 | |||||||||
Game Your Game | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Noncontrolling interest, ownership percentage by parent | 79.54% | 55.40% | |||||||||
Short-term Debt | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Amortization of debt discount | $ 2,500,000 | $ 500,000 | |||||||||
March 2020 Note Purchase Agreement and Promissory Note | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Aggregate principal amount of note | $ 900,000 | ||||||||||
Debt instrument, interest rate, stated percentage | 10% | ||||||||||
Notes reduction | $ 900,000 | ||||||||||
Common shares issued for extinguishment of debt (in shares) | 6,113 | ||||||||||
Loss on extinguishment of debt | $ 0 | ||||||||||
Common shares issued for extinguishment of debt | $ 9,200,000 | $ 3,700,000 | |||||||||
March 2020 Note Purchase Agreement and Promissory Note | Minimum | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Common stock, par value (in usd per share) | $ 109 | ||||||||||
March 2020 Note Purchase Agreement and Promissory Note | Maximum | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Common stock, par value (in usd per share) | $ 168 | ||||||||||
Initial Principal Amount | Streeterville Capital, LLC | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 10% | 10% | |||||||||
Debt, initial aggregate principal amount | $ 8,400,000 | $ 6,500,000 | |||||||||
Debt instrument, term | 12 months | 12 months | |||||||||
Debt instrument, discount | $ 1,900,000 | $ 1,500,000 | |||||||||
Debt instrument, fee amount | 20,000 | 20,000 | |||||||||
Payment for note purchase agreement | $ 6,500,000 | $ 5,000,000 | |||||||||
Debt instrument, redemption term | 6 months | 6 months | |||||||||
Debt instrument redemption price percent | 33% | ||||||||||
July 2022 Note Purchase Agreement and Promissory Note | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 10% | ||||||||||
Payment to be made in proportion to outstanding balance, percentage | 1.15 | ||||||||||
Debt instrument, redemption term | 6 months | 6 months | |||||||||
Default interest rate | 22% | ||||||||||
Debt instrument, monitoring fee percentage | 10% | 10% | 5% | ||||||||
Debt instrument, monitoring fee | $ 900,000 | ||||||||||
July 2022 Note Purchase Agreement and Promissory Note | Streeterville Capital, LLC | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Notes extension fee | $ 100,000 | ||||||||||
Exchange Agreement | Streeterville Capital, LLC | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Aggregate principal amount of note | $ 7,600,000 | ||||||||||
Common shares issued for extinguishment of debt (in shares) | 469,046 | ||||||||||
Loss on extinguishment of debt | $ 100,000 | ||||||||||
Debt conversion, extinguishment of original debt | $ 7,600,000 | ||||||||||
Exchange Agreement | Minimum | Streeterville Capital, LLC | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Convertible debt, conversion price (in usd per share) | $ 5.56 | ||||||||||
Exchange Agreement | Maximum | Streeterville Capital, LLC | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Convertible debt, conversion price (in usd per share) | $ 91.50 | ||||||||||
December 2022 Note Purchase Agreement and Promissory Note | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Payment to be made in proportion to outstanding balance, percentage | 1.15 | ||||||||||
Default interest rate | 22% | ||||||||||
Notes extension fee | $ 100,000 | ||||||||||
Debt instrument, redemption amount due, business days following notice receipt | 5 days | ||||||||||
December 2022 Note Purchase Agreement and Promissory Note | Streeterville Capital, LLC | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument redemption price percent | 16.70% | ||||||||||
Dec 2022 Promissory Note | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Aggregate principal amount of note | $ 700,000 | ||||||||||
Notes reduction | $ 700,000 | ||||||||||
Common shares issued for extinguishment of debt (in shares) | 130,000 | ||||||||||
Common stock, par value (in usd per share) | $ 5.56 | ||||||||||
Debt instrument, discount | $ 33,000 | $ 1,880,000 | |||||||||
Game Your Game Note Purchase Agreement | Third Party Note Conversion Agreement | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Common shares issued for extinguishment of debt (in shares) | 1,461,640 | ||||||||||
Common shares issued for extinguishment of debt | $ 1,500,000 | ||||||||||
Game Your Game Note Purchase Agreement | Notes Payable, Other Payables | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt, initial aggregate principal amount | $ 1,200,000 | ||||||||||
Debt instrument, accrued interest | $ 300,000 | ||||||||||
Related Party Note Payable Game Your Game | Notes Payable, Other Payables | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 8% | 8% | 8% | ||||||||
Common shares issued for extinguishment of debt (in shares) | 1,586,274 | 5,207,595 | |||||||||
Debt, initial aggregate principal amount | $ 4,900,000 | $ 200,000 | |||||||||
Convertible debt, conversion price (in usd per share) | $ 0.001 | $ 0.001 | |||||||||
Debt instrument, accrued interest | $ 300,000 | $ 1,000 | |||||||||
Common shares issued for extinguishment of debt | $ 200,000 | $ 5,200,000 | |||||||||
Related Party Note Payable Game Your Game | Notes Payable, Other Payables | Game Your Game | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Noncontrolling interest, ownership percentage by parent | 79.54% | ||||||||||
Game Your Financing Agreement | Notes Payable, Other Payables | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 18.60% | ||||||||||
Debt, initial aggregate principal amount | $ 100,000 | ||||||||||
Debt instrument, term | 12 months | ||||||||||
Debt instrument, no payments due period | 4 months | ||||||||||
Debt repayment, principal and accrued interest | $ 10,000 | ||||||||||
Debt instrument, payments due period | 8 months | ||||||||||
July 2022 Promissory Note | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, discount | $ 760,000 |
Capital Raises (Details)
Capital Raises (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 12, 2024 | Dec. 29, 2023 | Jun. 13, 2023 USD ($) | Jun. 12, 2023 USD ($) | Oct. 18, 2022 USD ($) $ / shares shares | Oct. 07, 2022 | Jul. 22, 2022 USD ($) | Mar. 22, 2022 USD ($) $ / shares shares | Mar. 22, 2022 USD ($) $ / shares shares | Mar. 15, 2022 shares | Oct. 31, 2022 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Warrants and rights outstanding | $ | $ 5,600 | $ 5,600 | ||||||||||||
Warrants forfeited (in shares) | 3,940 | 3,941 | ||||||||||||
Shared holders participants, percent | 71% | |||||||||||||
Deemed dividend for the modification related to Series 8 Preferred Stock | $ | $ 2,600 | |||||||||||||
Deemed contribution for the modification related to Warrants issued in connection with Series 8 Preferred Stock | $ | $ 1,500 | |||||||||||||
Shares issued for cash / offering (in shares) | 9,310 | |||||||||||||
Net proceeds from ATM stock offerings | $ | $ 26,508 | $ 14,088 | ||||||||||||
Stock split conversion ratio | 0.01333 | |||||||||||||
Subsequent Event | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Stock split conversion ratio | 0.01 | |||||||||||||
Warrant | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares sold under offering (in shares) | 38,462 | |||||||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 0.10 | |||||||||||||
Sale of stock, number of warrants issued in transaction (in shares) | 23,110 | |||||||||||||
Warrants exercised for common shares (in shares) | 9,310 | |||||||||||||
Warrant | Purchase Warrants | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Offering price (in usd per share) | $ / shares | $ 585 | |||||||||||||
Exercise price of warrants (in usd per share) | $ / shares | 585 | |||||||||||||
Registered Direct Offering | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Offering price (in usd per share) | $ / shares | $ 584.90 | |||||||||||||
Registered Direct Offering | Purchase Warrants | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Exercisable warrants per common share (in shares) | 1 | |||||||||||||
Warrants exercisable period | 5 years | |||||||||||||
Registered Direct Offering | Warrant | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Shares issued for cash / offering (in shares) | 2,531 | |||||||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 0.10 | $ 0.10 | ||||||||||||
Securities Purchase Agreement | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Proceeds from issuance of common stock and warrants | $ | $ 14,100 | |||||||||||||
Securities Purchase Agreement | Pre-Funded Warrant | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Exercisable warrants per common share (in shares) | 1 | |||||||||||||
Equity Distribution Agreement | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Number of shares sold under offering (in shares) | 703,756 | |||||||||||||
Sale of stock, maximum potential offering | $ | $ 27,400 | $ 25,000 | $ 25,000 | |||||||||||
Net proceeds from ATM stock offerings | $ | $ 27,400 | |||||||||||||
Sale of stock, consideration received on transaction | $ | $ 26,500 | |||||||||||||
Sale of stock, written notice period | 15 days | |||||||||||||
Equity Distribution Agreement | Minimum | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Share price (in usd per share) | $ / shares | $ 13.96 | |||||||||||||
Equity Distribution Agreement | Maximum | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Share price (in usd per share) | $ / shares | $ 186 | |||||||||||||
Series 8 Preferred Stock | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Preferred stock, shares authorized (in shares) | 53,197.7234 | 53,197.7234 | ||||||||||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||
Preferred stock, stated value per share (in usd per share) | $ / shares | 1,000 | 1,000 | ||||||||||||
Preferred stock, convertible, conversion price (in usd per share) | $ / shares | $ 3,538 | $ 3,538 | ||||||||||||
Preferred stock, convertible, right to redeem shares, period | 90 days | 90 days | ||||||||||||
Net proceeds from issuance of preferred stock and warrants | $ | $ 46,900 | |||||||||||||
Preferred shares redeemed (in shares) | 53,197.72 | 53,197.72 | ||||||||||||
Preferred shares redeemed, cash consideration | $ | $ 53,200 | |||||||||||||
Warrants forfeited (in shares) | 7,521 | |||||||||||||
Deemed dividend for the modification related to Series 8 Preferred Stock | $ | $ 0 | $ (2,627) | ||||||||||||
Deemed contribution for the modification related to Warrants issued in connection with Series 8 Preferred Stock | $ | $ 0 | $ 1,469 | ||||||||||||
Series 8 Preferred Stock | Warrant | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Percent of warrants forfeited upon redemption | 50% | 50% | ||||||||||||
Series 8 Preferred Stock | Registered Direct Offering | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Preferred stock, shares authorized (in shares) | 53,197.7234 | 53,197.7234 | ||||||||||||
Number of shares sold under offering (in shares) | 15,045 | |||||||||||||
Subscription price (in usd per share) | $ / shares | $ 940 | $ 940 | ||||||||||||
Original issuance discount percentage | 6% | 6% | ||||||||||||
Aggregate subscription value | $ | $ 50,000 | $ 50,000 | ||||||||||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||
Series 7 Preferred Stock | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Preferred shares redeemed (in shares) | 49,250 | |||||||||||||
Preferred shares redeemed, cash consideration | $ | $ 49,300 | |||||||||||||
Series 7 Preferred Stock | Warrant | ||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||
Percent of warrants forfeited upon redemption | 75% |
Common Stock (Details)
Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Feb. 28, 2023 | Oct. 18, 2022 | Oct. 12, 2022 | Mar. 03, 2022 | Feb. 19, 2022 | Jan. 28, 2022 | Oct. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Aggregate shares called by warrants (in shares) | 6,574 | ||||||||
Shares issued due to exercise of warrants (in shares) | 1,842 | ||||||||
Shares issued for cash / offering (in shares) | 9,310 | ||||||||
Common shares issued for extinguishment of debt | $ 9,193 | $ 3,650 | |||||||
Net proceeds from ATM stock offerings | $ 26,508 | 14,088 | |||||||
Registered Direct Offering | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Offering price (in usd per share) | $ 584.90 | ||||||||
Equity Distribution Agreement | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares sold under offering (in shares) | 703,756 | ||||||||
Net proceeds from ATM stock offerings | $ 27,400 | ||||||||
Sale of stock, consideration received on transaction | $ 26,500 | ||||||||
Equity Distribution Agreement | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share price (in usd per share) | $ 13.96 | ||||||||
Equity Distribution Agreement | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share price (in usd per share) | $ 186 | ||||||||
March 2020 Note Purchase Agreement and Promissory Note | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common shares issued for extinguishment of debt (in shares) | 6,113 | ||||||||
Common shares issued for extinguishment of debt | $ 9,200 | $ 3,700 | |||||||
Common Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock withheld for employee tax obligation (in shares) | 128 | ||||||||
Shares issued for cash / offering (in shares) | 525 | ||||||||
Common shares issued for extinguishment of debt (in shares) | 605,159 | 2,878 | |||||||
Common shares issued for extinguishment of debt | $ 1 | ||||||||
Common Stock | Registered Direct Offering | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares issued for cash / offering (in shares) | 2,531 | ||||||||
Common Stock | March 2020 Note Purchase Agreement and Promissory Note | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common shares issued for extinguishment of debt (in shares) | 605,159 | 2,878 | |||||||
Warrant | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares sold under offering (in shares) | 38,462 | ||||||||
Warrants exercised for common shares (in shares) | 9,310 | ||||||||
Exercise price of warrants (in usd per share) | $ 0.10 | ||||||||
Warrant | Registered Direct Offering | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares issued for cash / offering (in shares) | 2,531 | ||||||||
Exercise price of warrants (in usd per share) | $ 0.10 | $ 0.10 | |||||||
CxApp | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares issued for cash / offering (in shares) | 1,450 | ||||||||
Restricted Stock Award | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock withheld for employee tax obligation (in shares) | 128 | ||||||||
Existing Warrants | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Aggregate shares called by warrants (in shares) | 525 | ||||||||
Purchase Warrants | Warrant | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Offering price (in usd per share) | 585 | ||||||||
Exercise price of warrants (in usd per share) | $ 585 | ||||||||
Pre-Funded Warrants | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares issued for cash / offering (in shares) | 9,310 | ||||||||
Proceeds from warrant exercises | $ 4,800 | ||||||||
Pre-Funded Warrants | Registered Direct Offering | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares issued for cash / offering (in shares) | 13,800 | ||||||||
Pre-Funded Warrants | Warrant | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrants exercised for common shares (in shares) | 581,311 | 9,310 | |||||||
Exercise price of warrants (in usd per share) | $ 0.10 | ||||||||
Pre-Funded Warrants | Warrant | Registered Direct Offering | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrants exercised for common shares (in shares) | 13,800 | ||||||||
Exercise price of warrants (in usd per share) | $ 0.10 | ||||||||
March 2022 Warrants | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares issued for cash / offering (in shares) | 2,481 | 3,249 | |||||||
Common shares issued for extinguishment of debt (in shares) | 7,524 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Mar. 22, 2022 | Mar. 22, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | Jan. 14, 2019 | Apr. 20, 2018 | |
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | ||||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Series 4 Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized (in shares) | 10,415 | 10,415 | 10,415 | 10,415 | |||
Preferred stock, par value (in usd per share) | $ 1,000 | ||||||
Series preferred stock conversion value (in shares) | $ 1,674,000 | ||||||
Preferred stock, shares outstanding (in shares) | 1 | 1 | 1 | ||||
Series 5 Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized (in shares) | 12,000 | 12,000 | 12,000 | 12,000 | |||
Preferred stock, par value (in usd per share) | $ 1,000 | ||||||
Series preferred stock conversion value (in shares) | $ 1,123,875 | ||||||
Preferred stock, shares outstanding (in shares) | 126 | 126 | 126 | ||||
Series 7 Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred shares redeemed (in shares) | 49,250 | ||||||
Preferred shares redeemed, cash consideration | $ 49.3 | ||||||
Convertible preferred stock, beginning balance (in shares) | 0 | 0 | 0 | ||||
Series 8 Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized (in shares) | 53,197.7234 | 53,197.7234 | |||||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||
Preferred shares redeemed (in shares) | 53,197.72 | 53,197.72 | |||||
Preferred shares redeemed, cash consideration | $ 53.2 | ||||||
Preferred stock, stated value per share (in usd per share) | 1,000 | 1,000 | |||||
Preferred stock, convertible, conversion price (in usd per share) | $ 3,538 | $ 3,538 | |||||
Net proceeds from issuance of preferred stock and warrants | $ 46.9 | ||||||
Series 8 Preferred Stock | Registered Direct Offering | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized (in shares) | 53,197.7234 | 53,197.7234 | |||||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 | |||||
Number of shares sold under offering (in shares) | 15,045 | ||||||
Subscription price (in usd per share) | $ 940 | $ 940 | |||||
Original issuance discount percentage | 6% | 6% | |||||
Aggregate subscription value | $ 50 | $ 50 |
Authorized Share Increase and_2
Authorized Share Increase and Reverse Stock Split (Details) | Oct. 07, 2022 | Dec. 31, 2023 shares | Dec. 31, 2022 shares | Nov. 29, 2022 shares | Nov. 28, 2022 shares |
Authorized Share Increase and Reverse Stock Split [Abstract] | |||||
Stock split conversion ratio | 0.01333 | ||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 26,666,667 |
Stock Award Plans and Stock-B_2
Stock Award Plans and Stock-Based Compensation - Narrative (Details) - USD ($) | 12 Months Ended | ||
Feb. 19, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price limit (percent) | 100% | ||
Exercise price limit for individuals owning over ten percent (percent) | 110% | ||
Aggregate number of shares available for future grant under stock option plan | 62,162,810 | ||
Granted (in shares) | 0 | 1,327 | |
Fair value of non-vested options | $ 800,000 | ||
Discontinued Operations | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment charges | 200,000 | $ 1,900,000 | |
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment charges | $ 1,000,000 | 2,900,000 | |
Weighted average remaining term | 11 months 23 days | ||
Dividends assumption | 0 | ||
Restricted Stock Award | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment charges | $ 30,000 | $ 800,000 | |
Awards forfeited in period (in shares) | 128 | 0 | 128 |
2018 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
2018 Plan aggregate number of options authorized (in shares) | 62,164,297 | ||
Stock option grants during period (in shares) | 1,496 | ||
Granted (in shares) | 0 | 1,327 | |
Option grant life | 10 years | ||
Stock options fair value | $ 1,800,000 | ||
2018 Plan | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option exercise price (in usd per share) | $ 3,974 | ||
2018 Plan | Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of option vested | 100% | ||
Dividends assumption | $ 0 | ||
2018 Plan | Options | Share-based Payment Arrangement, Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 12 months | ||
2018 Plan | Options | Share-based Payment Arrangement, Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 24 months | ||
2018 Plan | Options | Share-based Payment Arrangement, Tranche Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 36 months | ||
2011 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option grants during period (in shares) | 9 | ||
Granted (in shares) | 0 | 0 | |
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Expiration period | 10 years |
Stock Award Plans and Stock B_2
Stock Award Plans and Stock Based Compensation - Schedule of Valuation Assumptions (Details) - Options | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life of option grants | 5 years |
Dividends assumption | $ 0 |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 1.50% |
Expected volatility of underlying stock | 37.24% |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 1.76% |
Expected volatility of underlying stock | 37.45% |
Stock Award Plans and Stock B_3
Stock Award Plans and Stock Based Compensation - Schedule of Stock Options Roll Forward (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Stock Options | |||
Beginning balance (in shares) | 3,573 | 2,593 | |
Granted (in shares) | 0 | 1,327 | |
Exercised (in shares) | 0 | 0 | |
Expired (in shares) | (2,303) | (161) | |
Forfeitures (in shares) | (207) | (186) | |
Ending balance (in shares) | 1,063 | 3,573 | |
Weighted Average Exercise Price | |||
Beginning balance (in usd per share) | $ 1,701,544 | $ 2,335,830 | |
Granted (in usd per share) | 0 | 3,974 | |
Exercised (in usd per share) | 0 | 0 | |
Expired (in usd per share) | 2,310,676 | 8,071,398 | |
Forfeited (in usd per share) | 7,437 | 7,497 | |
Ending balance (in usd per share) | $ 730,081 | $ 1,701,544 | |
Additional Disclosures | |||
Outstanding, aggregate intrinsic value | $ 0 | $ 0 | $ 0 |
Exercisable, aggregate intrinsic value | $ 0 | ||
Exercisable (in shares) | 629 | ||
Exercisable, weighted average exercise price (in usd per share) | $ 1,241,985 | ||
2011 Plan | |||
Number of Stock Options | |||
Beginning balance (in shares) | 57 | 73 | |
Granted (in shares) | 0 | 0 | |
Exercised (in shares) | 0 | 0 | |
Expired (in shares) | (48) | (16) | |
Forfeitures (in shares) | 0 | 0 | |
Ending balance (in shares) | 9 | 57 | |
Additional Disclosures | |||
Exercisable (in shares) | 9 | ||
2018 Plan | |||
Number of Stock Options | |||
Beginning balance (in shares) | 3,515 | 2,519 | |
Granted (in shares) | 0 | 1,327 | |
Exercised (in shares) | 0 | 0 | |
Expired (in shares) | (2,254) | (145) | |
Forfeitures (in shares) | (207) | (186) | |
Ending balance (in shares) | 1,054 | 3,515 | |
Additional Disclosures | |||
Exercisable (in shares) | 620 | ||
Non Plan | |||
Number of Stock Options | |||
Beginning balance (in shares) | 1 | 1 | |
Granted (in shares) | 0 | 0 | |
Exercised (in shares) | 0 | 0 | |
Expired (in shares) | (1) | 0 | |
Forfeitures (in shares) | 0 | 0 | |
Ending balance (in shares) | 0 | 1 | |
Additional Disclosures | |||
Exercisable (in shares) | 0 |
Stock Award Plans and Stock-B_3
Stock Award Plans and Stock-Based Compensation - Schedule of Restricted Stock Activity (Details) - Restricted Stock Award - $ / shares | 12 Months Ended | |||
Feb. 19, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | ||||
Beginning balance (in shares) | 430 | 558 | ||
Granted (in shares) | 0 | 0 | ||
Forfeited (in shares) | (128) | 0 | (128) | |
Ending balance (in shares) | 430 | 430 | ||
Weighted Average Grant Date Fair Value | ||||
Beginning balance (in usd per share) | $ 13,426 | $ 13,426 | $ 13,500 | |
Granted (in usd per share) | 0 | 0 | ||
Forfeited (in usd per share) | 0 | 13,725 | ||
Ending balance (in usd per share) | $ 13,426 | $ 13,426 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 15, 2023 | May 17, 2023 | May 15, 2023 | Feb. 28, 2023 | Oct. 18, 2022 | Oct. 12, 2022 | Mar. 22, 2022 | Mar. 22, 2022 | Mar. 15, 2022 | Jan. 28, 2022 | Jul. 31, 2023 | Oct. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 21, 2024 | Feb. 28, 2022 | |
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Aggregate shares called by warrants (in shares) | 6,574 | ||||||||||||||||
Stock issued during period, warrants forfeitures (in shares) | 1,842 | ||||||||||||||||
Warrant forfeitures (in shares) | 4,733 | ||||||||||||||||
Fair value of existing warrants per share (in usd per share) | $ 1,200 | ||||||||||||||||
Warrants forfeited (in shares) | 3,940 | 3,941 | |||||||||||||||
Warrants outstanding (in shares) | 2,335 | ||||||||||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Shares issued for cash / offering (in shares) | 9,310 | ||||||||||||||||
Net proceeds from issuance of warrants | $ 1,409,000 | $ 0 | |||||||||||||||
Warrant liability | $ 0 | 919,000 | 0 | ||||||||||||||
Gain on fair value of warrant liability | 71,000 | 0 | |||||||||||||||
Warrant inducement expense | $ 3,361,000 | $ 0 | |||||||||||||||
Registered Direct Offering | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Offering price (in usd per share) | $ 584.90 | ||||||||||||||||
May 2023 Offering | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Exercise price of warrants (in usd per share) | $ 26 | ||||||||||||||||
Net proceeds from the issuance of warrants | $ 2,300,000 | ||||||||||||||||
Warrant Inducement | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Net proceeds from the issuance of warrants | $ 2,200,000 | ||||||||||||||||
Proceeds from warrant exercises | 2,500,000 | ||||||||||||||||
Warrant | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Number of shares sold under offering (in shares) | 38,462 | ||||||||||||||||
Exercise price of warrants (in usd per share) | $ 0.10 | ||||||||||||||||
Sale of stock, number of warrants issued in transaction (in shares) | 23,110 | ||||||||||||||||
Warrants exercised for common shares (in shares) | 9,310 | ||||||||||||||||
Warrant | Registered Direct Offering | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Shares issued for cash / offering (in shares) | 2,531 | ||||||||||||||||
Exercise price of warrants (in usd per share) | $ 0.10 | $ 0.10 | |||||||||||||||
Warrant | May 2023 Offering | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Net proceeds from the issuance of warrants | $ 2,300,000 | ||||||||||||||||
Warrant | Warrant Inducement | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Proceeds from warrant exercises | $ 2,500,000 | ||||||||||||||||
Warrant inducement expense | $ 3,400,000 | ||||||||||||||||
Common Stock | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Shares issued for cash / offering (in shares) | 525 | ||||||||||||||||
Common shares issued for extinguishment of debt (in shares) | 605,159 | 2,878 | |||||||||||||||
Common Stock | Registered Direct Offering | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Shares issued for cash / offering (in shares) | 2,531 | ||||||||||||||||
Series 7 Preferred Stock | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Preferred shares redeemed (in shares) | 49,250 | ||||||||||||||||
Preferred shares redeemed, cash consideration | $ 49,300,000 | ||||||||||||||||
Series 7 Preferred Stock | Warrant | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Percent of warrants forfeited upon redemption | 75% | ||||||||||||||||
Series 8 Preferred Stock | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Preferred shares redeemed (in shares) | 53,197.72 | 53,197.72 | |||||||||||||||
Preferred shares redeemed, cash consideration | $ 53,200,000 | ||||||||||||||||
Warrants forfeited (in shares) | 7,521 | ||||||||||||||||
Preferred stock, shares authorized (in shares) | 53,197.7234 | 53,197.7234 | |||||||||||||||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 | |||||||||||||||
Net proceeds from issuance of preferred stock and warrants | $ 46,900,000 | ||||||||||||||||
Series 8 Preferred Stock | Registered Direct Offering | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Preferred stock, shares authorized (in shares) | 53,197.7234 | 53,197.7234 | |||||||||||||||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 | |||||||||||||||
Number of shares sold under offering (in shares) | 15,045 | ||||||||||||||||
Subscription price (in usd per share) | $ 940 | $ 940 | |||||||||||||||
Original issuance discount percentage | 6% | 6% | |||||||||||||||
Aggregate subscription value | $ 50,000,000 | $ 50,000,000 | |||||||||||||||
Series 8 Preferred Stock | Warrant | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Percent of warrants forfeited upon redemption | 50% | 50% | |||||||||||||||
Existing Warrants | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Aggregate shares called by warrants (in shares) | 525 | ||||||||||||||||
Purchase Warrants | Registered Direct Offering | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Exercisable warrants per common share (in shares) | 1 | ||||||||||||||||
Warrants exercisable period | 5 years | ||||||||||||||||
Purchase Warrants | Warrant | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Offering price (in usd per share) | $ 585 | ||||||||||||||||
Exercise price of warrants (in usd per share) | $ 585 | ||||||||||||||||
Pre-Funded Warrant | Securities Purchase Agreement | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Exercisable warrants per common share (in shares) | 1 | ||||||||||||||||
Pre-Funded Warrants | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Shares issued for cash / offering (in shares) | 9,310 | ||||||||||||||||
Proceeds from warrant exercises | $ 4,800,000 | ||||||||||||||||
Pre-Funded Warrants | Registered Direct Offering | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Shares issued for cash / offering (in shares) | 13,800 | ||||||||||||||||
Pre-Funded Warrants | May 2023 Offering | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Shares issued for cash / offering (in shares) | 90,000 | ||||||||||||||||
Warrants exercised for common shares (in shares) | 90,000 | ||||||||||||||||
Pre-Funded Warrants | Warrant | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Exercise price of warrants (in usd per share) | $ 0.10 | $ 0.10 | |||||||||||||||
Warrants exercised for common shares (in shares) | 9,310 | 581,311 | 9,310 | ||||||||||||||
Pre-Funded Warrants | Warrant | Registered Direct Offering | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Exercise price of warrants (in usd per share) | $ 0.10 | ||||||||||||||||
Warrants exercised for common shares (in shares) | 13,800 | ||||||||||||||||
February 2023 Warrant Amendment | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Shares issued for cash / offering (in shares) | 3,249 | ||||||||||||||||
Exercisable warrants per common share (in shares) | 0.0033 | ||||||||||||||||
Warrants not settleable in cash, fair value disclosure | $ 600,000 | ||||||||||||||||
September 2021 Warrants | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Shares issued for cash / offering (in shares) | 768 | ||||||||||||||||
Common shares issued for extinguishment of debt (in shares) | 2,335 | ||||||||||||||||
March 2022 Warrants | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Shares issued for cash / offering (in shares) | 2,481 | 3,249 | |||||||||||||||
Common shares issued for extinguishment of debt (in shares) | 7,524 | ||||||||||||||||
May 2023 Warrant Issuance | Warrant Purchase Agreement | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Exercise price of warrants (in usd per share) | $ 1 | ||||||||||||||||
Sale of stock, number of warrants issued in transaction (in shares) | 1,500,000 | ||||||||||||||||
Percent of lowest VWAP of common stock (as a percent) | 90% | ||||||||||||||||
Minimum percent higher than prior trading day (as a percent) | 10% | ||||||||||||||||
Maximum percentage ownership of purchaser (as a percent) | 9.99% | ||||||||||||||||
Net proceeds from issuance of warrants | $ 1,500,000 | ||||||||||||||||
Net proceeds from the issuance of warrants | $ 1,400,000 | ||||||||||||||||
May 2023 Warrant Issuance | Warrant Inducement | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Warrants exercised for cash (in shares) | 491,310 | ||||||||||||||||
May 2023 Warrant Issuance | Warrant | Warrant Purchase Agreement | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Exercise price of warrants (in usd per share) | $ 1 | ||||||||||||||||
Exercisable warrants per common share (in shares) | 1 | ||||||||||||||||
Warrant and rights outstanding, term | 1 year | ||||||||||||||||
Net proceeds from issuance of warrants | $ 1,500,000 | ||||||||||||||||
Net proceeds from the issuance of warrants | $ 1,400,000 | ||||||||||||||||
Net proceeds from issuance of preferred stock and warrants | $ 1,480,000 | ||||||||||||||||
Gain on fair value of warrant liability | $ 71,250 | $ 71,250 | |||||||||||||||
Interest costs | $ 20,000 | ||||||||||||||||
May 2023 Warrant Issuance | Warrant | Warrant Purchase Agreement | Maximum | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Exercise price of warrants (in usd per share) | $ 26 | ||||||||||||||||
May 2023 Warrant Issuance | Warrant | Warrant Purchase Agreement | Minimum | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Exercise price of warrants (in usd per share) | $ 10 | ||||||||||||||||
May 2023 Warrant Issuance | Common Stock | Warrant Purchase Agreement | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Redemption period of trading days | 5 days | ||||||||||||||||
Warrant Inducement Agreement | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Warrants outstanding (in shares) | 491,314 | ||||||||||||||||
Exercise price of warrants (in usd per share) | $ 7.324 | ||||||||||||||||
Exercisable warrants per common share (in shares) | 1 | ||||||||||||||||
Warrant and rights outstanding, term | 5 years | ||||||||||||||||
Warrant Inducement Agreement | Subsequent Event | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Exercise price of warrants (in usd per share) | $ 5.13 | ||||||||||||||||
Warrant Inducement Agreement | Maximum | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Exercise price of warrants (in usd per share) | $ 10 | ||||||||||||||||
Warrant Inducement Agreement | Warrant | Minimum | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Exercise price of warrants (in usd per share) | $ 5.13 | ||||||||||||||||
Warrant Inducement Agreement | Common Stock | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Redemption period of trading days | 5 days | ||||||||||||||||
Warrant Inducement Agreement | Common Stock | |||||||||||||||||
Class Of Warrant or Right [Line Items] | |||||||||||||||||
Percentage discount than prior trading day | 30% |
Warrants - Schedule Of Black-Sc
Warrants - Schedule Of Black-Scholes Option Pricing Model Were Utilized (Details) - Warrant | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Class Of Warrant or Right [Line Items] | |
Risk-free interest rate | 3.90% |
Expected life of option grants | 5 years |
Volatility | 148% |
Dividend | 0% |
Exercise price | $ 7.32 |
Warrants - Schedule of Stockhol
Warrants - Schedule of Stockholders' Equity Note, Warrants or Rights (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Warrants | |||
Beginning balance (in shares) | 3,573 | 2,593 | |
Granted (in shares) | 0 | 1,327 | |
Exercised (in shares) | 0 | 0 | |
Expired (in shares) | (2,303) | (161) | |
Cancelled (in shares) | (207) | (186) | |
Ending balance (in shares) | 1,063 | 3,573 | |
Exercisable (in shares) | 629 | ||
Weighted Average Exercise Price | |||
Beginning balance (in usd per share) | $ 1,701,544 | $ 2,335,830 | |
Granted (in usd per share) | 0 | 3,974 | |
Exercised (in usd per share) | 0 | 0 | |
Expired (in usd per share) | 2,310,676 | 8,071,398 | |
Cancelled (in usd per share) | 7,437 | 7,497 | |
Ending balance (in usd per share) | 730,081 | $ 1,701,544 | |
Exercisable, weighted average exercise price (in usd per share) | $ 1,241,985 | ||
Aggregate Intrinsic Value | |||
Outstanding, aggregate intrinsic value | $ 0 | $ 0 | $ 0 |
Exercisable, aggregate intrinsic value | $ 0 | ||
Warrant | |||
Number of Warrants | |||
Beginning balance (in shares) | 62,265 | 13,007 | |
Granted (in shares) | 1,991,314 | 76,617 | |
Exercised (in shares) | (595,110) | (11,152) | |
Expired (in shares) | (128) | (12) | |
Cancelled (in shares) | (9,859) | (16,195) | |
Ending balance (in shares) | 1,448,482 | 62,265 | |
Exercisable (in shares) | 1,448,482 | 62,265 | |
Weighted Average Exercise Price | |||
Beginning balance (in usd per share) | $ 1,956 | $ 14,775 | |
Granted (in usd per share) | 21.39 | 988 | |
Exercised (in usd per share) | 8.16 | 15,000 | |
Expired (in usd per share) | 8,326,125 | 189,000,000 | |
Cancelled (in usd per share) | 4,920.24 | 7,545 | |
Ending balance (in usd per share) | 24.41 | 1,956 | |
Exercisable, weighted average exercise price (in usd per share) | $ 24.41 | $ 1,956 | |
Aggregate Intrinsic Value | |||
Outstanding, aggregate intrinsic value | $ 0 | $ 0 | $ 0 |
Granted, aggregate intrinsic value | 0 | ||
Exercisable, aggregate intrinsic value | $ 0 | $ 0 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (30,679) | $ (13,797) |
Foreign | (3,647) | (6,066) |
Net Loss from Continuing Operations, before tax | $ (34,326) | $ (19,863) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Foreign | ||
Current | $ 0 | $ 0 |
Deferred | (1,168) | (1,456) |
U.S. federal | ||
Current | 0 | (268) |
Deferred | (4,544) | (2,123) |
State and local | ||
Current | 24 | 86 |
Deferred | (254) | (123) |
Total amount | (5,942) | (3,884) |
Change in valuation allowance | 5,966 | 3,703 |
Income Tax Provision (Benefit) | $ 24 | $ (181) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
U.S. federal statutory rate | 21% | 21% |
State income taxes, net of federal benefit | 0.60% | 0.50% |
Incentive stock options | (0.10%) | (0.20%) |
162(m) Compensation Limit | (1.60%) | 0% |
US-Foreign income tax rate difference | 0.80% | 1.60% |
Other permanent items | (2.30%) | (1.60%) |
Provision to return adjustments | 0.20% | 1.90% |
Deferred only adjustment | (1.30%) | (3.70%) |
Change in valuation allowance | (17.40%) | (18.60%) |
Effective Rate | (0.10%) | 0.90% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Asset | ||
Net operating loss carryovers | $ 31,085 | $ 26,052 |
Stock based compensation | 1,350 | 1,259 |
Research credits | 0 | 0 |
Accrued compensation | 24 | 22 |
Reserves | 263 | 279 |
Intangibles | 1,750 | 1,980 |
Fixed assets | 109 | 149 |
Unrealized gain | 0 | 0 |
Capital Research | 332 | 106 |
Other | 2,210 | 360 |
Total Deferred Tax Asset | 37,123 | 30,207 |
Less: valuation allowance | (36,096) | (29,205) |
Deferred Tax Asset, Net of Valuation Allowance | 1,027 | 1,002 |
Deferred Tax Liabilities | ||
Intangible assets | (532) | (715) |
Fixed assets | (99) | (160) |
Other | (396) | (127) |
Capitalized research | 0 | 0 |
Total deferred tax liabilities | (1,027) | (1,002) |
Net Deferred Tax Asset (Liability) | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Examination [Line Items] | ||
Change in valuation allowance | $ 6 | $ 3.7 |
Domestic Tax Authority | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | 62.4 | |
Domestic Tax Authority | Tax Year 2017 | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | 1.5 | |
Foreign Tax Authority | Airpatrol Merger Agreement | Canada Revenue Agency | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | 24.6 | |
Foreign Tax Authority | Nanotron | Federal Ministry of Finance, Germany | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | 49.4 | 44.1 |
Foreign Tax Authority | IntraNav | Federal Ministry of Finance, Germany | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | 10.6 | 8.7 |
Foreign Tax Authority | Game Your Game | Revenue Commissioners, Ireland | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | $ 12.8 | 11.8 |
Foreign Tax Authority | Inpixon Philippines, Inc | Revenue Commissioners, Ireland | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | $ 0.1 |
Credit Risk, Concentrations, _3
Credit Risk, Concentrations, and Segment Reporting -Schedules of Concentration of Risk, by Risk Factor (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Concentration Risk [Line Items] | ||
Accounts receivable | $ 568 | $ 1,187 |
Cost of Revenues | 1,458 | 2,121 |
Accounts payable | 2,449 | 720 |
Vendor A | ||
Concentration Risk [Line Items] | ||
Cost of Revenues | 2,100 | 200 |
Accounts payable | 400 | 100 |
Vendor B | ||
Concentration Risk [Line Items] | ||
Cost of Revenues | 2,700 | 7,300 |
Accounts payable | 0 | 0 |
Vendor C | ||
Concentration Risk [Line Items] | ||
Cost of Revenues | 1,000 | 1,400 |
Accounts payable | 500 | 200 |
Total Vendors | ||
Concentration Risk [Line Items] | ||
Cost of Revenues | 5,800 | 8,900 |
Accounts payable | $ 900 | $ 300 |
Cost of Goods and Service Benchmark | Supplier Concentration Risk | Vendor A | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10% | 1% |
Cost of Goods and Service Benchmark | Supplier Concentration Risk | Vendor B | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 13% | 31% |
Cost of Goods and Service Benchmark | Supplier Concentration Risk | Vendor C | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 5% | 6% |
Cost of Goods and Service Benchmark | Supplier Concentration Risk | Total Vendors | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 28% | 38% |
Accounts Payable | Supplier Concentration Risk | Vendor A | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 15% | 12% |
Accounts Payable | Supplier Concentration Risk | Vendor B | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 0% | 0% |
Accounts Payable | Supplier Concentration Risk | Vendor C | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 20% | 31% |
Accounts Payable | Supplier Concentration Risk | Total Vendors | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 35% | 43% |
Customer A | ||
Concentration Risk [Line Items] | ||
Revenues | $ 800 | $ 600 |
Accounts receivable | $ 0 | $ 200 |
Customer A | Revenue Benchmark | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 17% | 9% |
Customer A | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 0% | 12% |
Customer B | ||
Concentration Risk [Line Items] | ||
Revenues | $ 200 | $ 200 |
Accounts receivable | $ 100 | $ 200 |
Customer B | Revenue Benchmark | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 4% | 4% |
Customer B | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10% | 18% |
Customer C | ||
Concentration Risk [Line Items] | ||
Revenues | $ 400 | $ 1,400 |
Accounts receivable | $ 0 | $ 200 |
Customer C | Revenue Benchmark | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10% | 23% |
Customer C | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 0% | 16% |
Total Customers | ||
Concentration Risk [Line Items] | ||
Revenues | $ 1,400 | $ 2,200 |
Accounts receivable | $ 100 | $ 600 |
Total Customers | Revenue Benchmark | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 31% | 36% |
Total Customers | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10% | 46% |
Credit Risk, Concentrations, _4
Credit Risk, Concentrations, and Segment Reporting - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Risks and Uncertainties [Abstract] | |
Number of operating segments | 1 |
Foreign Operations (Details)
Foreign Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating income (loss) by geographic area | $ (26,929) | $ (19,244) |
Identifiable assets by geographic area | 23,769 | 57,635 |
Continuing Operations | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues by geographic area | 4,562 | 6,109 |
Operating income (loss) by geographic area | (26,929) | (19,244) |
Net income (loss) by geographic area | (34,350) | (19,682) |
Identifiable assets by geographic area | 21,001 | 20,588 |
Long lived assets by geographic area | 3,125 | 4,387 |
Goodwill by geographic area | 0 | 0 |
United States | Reportable Geographical Components | Continuing Operations | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues by geographic area | 1,265 | 1,959 |
Operating income (loss) by geographic area | (23,785) | (13,114) |
Net income (loss) by geographic area | (31,232) | (13,622) |
Identifiable assets by geographic area | 15,019 | 13,623 |
Long lived assets by geographic area | 775 | 1,089 |
Goodwill by geographic area | 0 | 0 |
Germany | Reportable Geographical Components | Continuing Operations | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues by geographic area | 3,297 | 4,150 |
Operating income (loss) by geographic area | (3,139) | (6,130) |
Net income (loss) by geographic area | (3,113) | (6,060) |
Identifiable assets by geographic area | 5,972 | 6,548 |
Long lived assets by geographic area | 2,350 | 3,298 |
Goodwill by geographic area | 0 | 0 |
United Kingdom | Reportable Geographical Components | Continuing Operations | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues by geographic area | 0 | 0 |
Operating income (loss) by geographic area | (5) | 0 |
Net income (loss) by geographic area | (5) | 0 |
Identifiable assets by geographic area | 10 | 417 |
Long lived assets by geographic area | 0 | 0 |
Goodwill by geographic area | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) | 12 Months Ended | ||
Mar. 12, 2024 | Oct. 07, 2022 | Dec. 31, 2023 USD ($) | |
Related Party Transaction [Line Items] | |||
Stock split conversion ratio | 0.01333 | ||
Subsequent Event | |||
Related Party Transaction [Line Items] | |||
Stock split conversion ratio | 0.01 | ||
Inpixon and Superfly Merger Sub Inc. Agreement | Subsequent Event | |||
Related Party Transaction [Line Items] | |||
Stock split conversion ratio | 0.01 | ||
CXApp Inc. | Related Party | |||
Related Party Transaction [Line Items] | |||
Other receivables | $ 0 | ||
Quarterly Compensation Increase for Consulting Services | |||
Related Party Transaction [Line Items] | |||
Related party transaction amount | 10,000 | ||
Transaction Services, Reimbursable Expenses Incurred | CXApp Inc. | |||
Related Party Transaction [Line Items] | |||
Related party transaction amount | 300,000 | ||
Transaction Services, Reimbursable Expenses Charged | CXApp Inc. | |||
Related Party Transaction [Line Items] | |||
Related party transaction amount | $ 20,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 09, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease, cost | $ 600,000 | $ 500,000 | |
Operating lease, rent expense | 200,000 | 300,000 | |
Short-term lease expense | 200,000 | 0 | |
Variable lease expense | $ 100,000 | $ 100,000 | |
Operating lease, weighted average remaining lease term | 1 year 11 months 15 days | ||
Operating lease, weighted average discount rate, percent | 3.60% | ||
Frankfurt, Germany Office | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, monthly payments | $ 9,506 | ||
Berlin, Germany Office | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, monthly payments | $ 8,057 |
Leases - Schedule of Right-of-U
Leases - Schedule of Right-of-Use Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Lessee, Lease, Description [Line Items] | ||
Less accumulated amortization | $ (492) | $ (905) |
Right-of-use asset, net | 335 | 527 |
Palo Alto, CA Office | ||
Lessee, Lease, Description [Line Items] | ||
Right-of-use asset, before accumulated amortization | 0 | 630 |
Berlin, Germany Office | ||
Lessee, Lease, Description [Line Items] | ||
Right-of-use asset, before accumulated amortization | 523 | 508 |
Frankfurt, Germany Office | ||
Lessee, Lease, Description [Line Items] | ||
Right-of-use asset, before accumulated amortization | $ 304 | $ 294 |
Leases - Schedule of Lease Liab
Leases - Schedule of Lease Liability (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Total lease liability | $ 342 | $ 541 |
Less: short term portion | (201) | (207) |
Long term portion | $ 141 | $ 334 |
Leases - Schedule of Maturity A
Leases - Schedule of Maturity Analysis under the Lease Agreement (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Year ending December 31, 2024 | $ 211 | |
Year ending December 31, 2025 | 110 | |
Year ending December 31, 2026 | 42 | |
Total | 363 | |
Less: Present value discount | (21) | |
Lease liability | $ 342 | $ 541 |
Restructuring Activities - Narr
Restructuring Activities - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 21, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and related cost, number of positions eliminated, period percent | 20% | ||
Restructuring costs incurred | $ 0 | $ 845 | |
Indoor Intelligence | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring costs incurred | $ 800 |
Restructuring Activities - Sche
Restructuring Activities - Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring costs payable, beginning balance | $ 52 | $ 0 |
Restructuring costs incurred | 0 | 845 |
Restructuring costs paid | (52) | (793) |
Restructuring costs payable, ending balance | $ 0 | $ 52 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Xeriant, Inc. Against XTI Aircraft $ in Millions | Feb. 29, 2024 USD ($) unnamed_company | Dec. 06, 2023 unnamed_company unnamed_person |
Loss Contingencies [Line Items] | ||
Loss contingency, number of unnamed companies | 2 | |
Loss contingency, number of unnamed persons | unnamed_person | 5 | |
Subsequent Event | ||
Loss Contingencies [Line Items] | ||
Loss contingency, number of unnamed companies removed from complaint | 1 | |
Loss contingency, damages sought | $ | $ 500 |
Damon Motors Convertible Note (
Damon Motors Convertible Note (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Oct. 26, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 28, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Purchase of notes receivable | $ 3,000 | $ 3,003 | $ 150 | |
Aggregate shares called by warrants (in shares) | 6,574 | |||
Inpixon | Bridge Note | Damon Motors Inc. | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Class of warrant or right, term | 5 years | |||
Aggregate shares called by warrants (in shares) | 1,096,321 | |||
Class of warrant or right, cashless exercise option, period | 180 days | |||
Convertible Notes Receivable | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Financing receivable, stated interest rate | 12% | |||
Financing receivable, aggregate principal amount | $ 3,000 | |||
Financing receivable, term | 12 months |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||
Oct. 26, 2023 | Mar. 15, 2023 | Mar. 14, 2023 | Feb. 27, 2023 | Jul. 01, 2022 | Apr. 27, 2022 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | Oct. 23, 2023 | Aug. 25, 2023 | Jul. 24, 2023 | Jan. 28, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Loss on discontinued operations | $ (2,303,000) | $ 0 | ||||||||||||
Unrealized gain/(loss) on equity securities | 5,609,000 | (7,904,000) | ||||||||||||
Debt settlement that occurred | 65,000 | |||||||||||||
Payments to acquire equity method investments | $ 1,800,000 | |||||||||||||
Equity method investments | 100,000 | 700,000 | ||||||||||||
Aggregate shares called by warrants (in shares) | 6,574 | |||||||||||||
Purchase of notes receivable | $ 3,000,000 | 3,003,000 | 150,000 | |||||||||||
Proceeds from repayment of note receivable | 150,000 | 0 | ||||||||||||
New CXApp Warrants | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Aggregate shares called by warrants (in shares) | 2,500,000 | |||||||||||||
Sysorex | Sysorex Settlement Agreement | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Debt settlement that occurred | 10,000 | 10,000 | ||||||||||||
FOXO Technologies Inc. | Level 1 - Quoted Prices in Active Markets for Identical Assets | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Debt settlement that occurred | 50,000 | 300,000 | ||||||||||||
FOXO Technologies Inc. | Convertible Notes | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Debt securities, available-for-sale, discount, percentage | 10% | |||||||||||||
Investments in debt securities | $ 6,050,000 | |||||||||||||
Purchases of treasury bills | $ 5,500,000 | |||||||||||||
Cardinal Ventures Holdings | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Proceeds from repayment of note receivable | $ 150,000 | |||||||||||||
Cardinal Ventures Holdings | Related Party | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Purchase of notes receivable | $ 150,000 | |||||||||||||
Inpixon and Superfly Merger Sub Inc. Agreement | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Voting interest acquired | 25% | |||||||||||||
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Loss on discontinued operations | (2,303,000) | 0 | ||||||||||||
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | Enterprise Apps Business | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Net assets included in additional paid in capital | $ 24,200,000 | |||||||||||||
Additional paid in capital | $ 1,200,000 | |||||||||||||
Cash used in operating activities | 500,000 | 24,100,000 | ||||||||||||
Cash provided (used) in investing activities | (50,000) | $ (300,000) | ||||||||||||
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | Grafiti Holdings | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Net assets included in additional paid in capital | 20,000 | |||||||||||||
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | Grafiti LLC | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Loss on discontinued operations | 2,300,000 | |||||||||||||
Common Class A | Cardinal Ventures Holdings | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of shares sold under offering (in shares) | 599,999 | 599,999 | ||||||||||||
Share-based payment charges | $ 700,000 | |||||||||||||
Common Class B | Cardinal Ventures Holdings | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Number of shares sold under offering (in shares) | 1,800,000 | |||||||||||||
CXApp Inc. | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Spinoff transaction, conversion, shares issued (in shares) | 1 | |||||||||||||
Grafitti | Inpixon and Superfly Merger Sub Inc. Agreement | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Voting interest acquired | 18.75% | |||||||||||||
Equity incentive percentage | 5% |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Certain Selected Components of Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disposal Group, Including Discontinued Operation, Other Income (Expenses) [Abstract] | ||
Loss on discontinued operations | $ (2,303) | $ 0 |
Net Loss from Discontinued Operations, Net of Tax | (12,750) | (46,622) |
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | ||
Income from discontinued operations | ||
Revenues | 6,460 | 13,309 |
Cost of Revenues | 1,164 | 3,368 |
Gross Profit | 5,296 | 9,941 |
Operating Expenses | ||
Research and development | 5,595 | 13,177 |
Sales and marketing | 2,884 | 6,658 |
General and administrative | 2,969 | 12,006 |
Acquisition related costs | 0 | 16 |
Transaction costs | 1,043 | 0 |
Impairment of goodwill and intangibles | 0 | 11,016 |
Amortization of intangibles | 805 | 4,524 |
Total Operating Expenses | 13,296 | 47,397 |
Loss from Operations | (8,000) | (37,456) |
Disposal Group, Including Discontinued Operation, Other Income (Expenses) [Abstract] | ||
Interest income/(expense), net | 4 | (73) |
Other income/(expense) | 1,315 | 711 |
Unrealized gain (loss) on equity securities | 5,609 | (7,904) |
Realized loss on investment | (6,692) | 0 |
Unrealized loss on equity method investment | 0 | (1,784) |
Loss on discontinued operations | (2,303) | 0 |
Total Other Income (Expense) | (2,067) | (9,050) |
Loss from discontinued operations, before tax | (10,067) | (46,506) |
Income tax provision | (2,683) | (116) |
Net Loss from Discontinued Operations, Net of Tax | (12,750) | (46,622) |
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | CXApp Divestiture | ||
Income from discontinued operations | ||
Revenues | 1,620 | 8,470 |
Cost of Revenues | 483 | 2,064 |
Gross Profit | 1,137 | 6,406 |
Operating Expenses | ||
Research and development | 1,514 | 9,323 |
Sales and marketing | 988 | 4,996 |
General and administrative | 1,644 | 10,540 |
Acquisition related costs | 0 | 16 |
Transaction costs | 1,043 | 0 |
Impairment of goodwill and intangibles | 0 | 5,540 |
Amortization of intangibles | 805 | 3,885 |
Total Operating Expenses | 5,994 | 34,300 |
Loss from Operations | (4,857) | (27,894) |
Disposal Group, Including Discontinued Operation, Other Income (Expenses) [Abstract] | ||
Interest income/(expense), net | 1 | 4 |
Other income/(expense) | 0 | (1) |
Unrealized gain (loss) on equity securities | 0 | 0 |
Realized loss on investment | 0 | 0 |
Unrealized loss on equity method investment | 0 | 0 |
Loss on discontinued operations | 0 | 0 |
Total Other Income (Expense) | 1 | 3 |
Loss from discontinued operations, before tax | (4,856) | (27,891) |
Income tax provision | (2,478) | (80) |
Net Loss from Discontinued Operations, Net of Tax | (7,334) | (27,971) |
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | Grafiti Holding and Grafiti LLC Divestiture | ||
Income from discontinued operations | ||
Revenues | 4,840 | 4,839 |
Cost of Revenues | 681 | 1,304 |
Gross Profit | 4,159 | 3,535 |
Operating Expenses | ||
Research and development | 4,081 | 3,854 |
Sales and marketing | 1,896 | 1,662 |
General and administrative | 1,325 | 1,466 |
Acquisition related costs | 0 | 0 |
Transaction costs | 0 | 0 |
Impairment of goodwill and intangibles | 0 | 5,476 |
Amortization of intangibles | 0 | 639 |
Total Operating Expenses | 7,302 | 13,097 |
Loss from Operations | (3,143) | (9,562) |
Disposal Group, Including Discontinued Operation, Other Income (Expenses) [Abstract] | ||
Interest income/(expense), net | 3 | (77) |
Other income/(expense) | 1,315 | 712 |
Unrealized gain (loss) on equity securities | 5,609 | (7,904) |
Realized loss on investment | (6,692) | 0 |
Unrealized loss on equity method investment | 0 | (1,784) |
Loss on discontinued operations | (2,303) | 0 |
Total Other Income (Expense) | (2,068) | (9,053) |
Loss from discontinued operations, before tax | (5,211) | (18,615) |
Income tax provision | (205) | (36) |
Net Loss from Discontinued Operations, Net of Tax | $ (5,416) | $ (18,651) |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Assets and Liabilities of Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets of Discontinued Operations | ||
Current assets of discontinued operations | $ 2,768 | $ 14,474 |
Long Term Assets of Discontinued Operations | ||
Non-current assets of discontinued operations | 0 | 22,573 |
Current Liabilities of Discontinued Operations | ||
Current liabilities of discontinued operations | 1,960 | 8,643 |
Long Term Liabilities of Discontinued Operations | ||
Long Term Liabilities of Discontinued Operations | 0 | 472 |
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | ||
Current Assets of Discontinued Operations | ||
Cash and cash equivalents | 1,121 | 10,951 |
Accounts receivable | 1,036 | 2,040 |
Other receivables | 2 | 276 |
Inventory | 1,212 | 445 |
Prepaid expenses and other current assets | 251 | 762 |
Property and equipment, net | 700 | 0 |
Operating Lease Right-of-Use Asset, net | 8 | 0 |
Software development costs, net | 605 | 0 |
Investment in equity securities | 65 | 0 |
Long term investments | 50 | 0 |
Other Assets | 21 | 0 |
Allowance on current assets classified as discontinued operations | (2,303) | 0 |
Current assets of discontinued operations | 2,768 | 14,474 |
Long Term Assets of Discontinued Operations | ||
Property and equipment, net | 0 | 924 |
Operating Lease Right-of-Use Asset, net | 0 | 685 |
Software development costs, net | 0 | 1,228 |
Investment in equity securities | 0 | 330 |
Long term investments | 0 | 50 |
Intangible assets, net | 0 | 19,289 |
Other Assets | 0 | 67 |
Non-current assets of discontinued operations | 0 | 22,573 |
Current Liabilities of Discontinued Operations | ||
Accounts payable | 734 | 1,837 |
Accrued liabilities | 520 | 2,519 |
Operating lease obligation, current | 9 | 270 |
Deferred revenue | 697 | 2,939 |
Short term debt | 0 | 1,078 |
Current liabilities of discontinued operations | 1,960 | 8,643 |
Long Term Liabilities of Discontinued Operations | ||
Operating lease obligation, noncurrent | 0 | 444 |
Other Liabilities, noncurrent | 0 | 28 |
Long Term Liabilities of Discontinued Operations | 0 | 472 |
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | CXApp Divestiture | ||
Current Assets of Discontinued Operations | ||
Cash and cash equivalents | 0 | 10,000 |
Accounts receivable | 0 | 1,338 |
Other receivables | 0 | 273 |
Inventory | 0 | 0 |
Prepaid expenses and other current assets | 0 | 650 |
Property and equipment, net | 0 | 0 |
Operating Lease Right-of-Use Asset, net | 0 | 0 |
Software development costs, net | 0 | 0 |
Investment in equity securities | 0 | 0 |
Long term investments | 0 | 0 |
Other Assets | 0 | 0 |
Allowance on current assets classified as discontinued operations | 0 | 0 |
Current assets of discontinued operations | 0 | 12,261 |
Long Term Assets of Discontinued Operations | ||
Property and equipment, net | 0 | 202 |
Operating Lease Right-of-Use Asset, net | 0 | 681 |
Software development costs, net | 0 | 487 |
Investment in equity securities | 0 | 0 |
Long term investments | 0 | 0 |
Intangible assets, net | 0 | 19,289 |
Other Assets | 0 | 52 |
Non-current assets of discontinued operations | 0 | 20,711 |
Current Liabilities of Discontinued Operations | ||
Accounts payable | 0 | 1,054 |
Accrued liabilities | 0 | 1,736 |
Operating lease obligation, current | 0 | 266 |
Deferred revenue | 0 | 2,162 |
Short term debt | 0 | 0 |
Current liabilities of discontinued operations | 0 | 5,218 |
Long Term Liabilities of Discontinued Operations | ||
Operating lease obligation, noncurrent | 0 | 444 |
Other Liabilities, noncurrent | 0 | 28 |
Long Term Liabilities of Discontinued Operations | 0 | 472 |
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | Grafiti Holding and Grafiti LLC Divestiture | ||
Current Assets of Discontinued Operations | ||
Cash and cash equivalents | 1,121 | 951 |
Accounts receivable | 1,036 | 702 |
Other receivables | 2 | 3 |
Inventory | 1,212 | 445 |
Prepaid expenses and other current assets | 251 | 112 |
Property and equipment, net | 700 | 0 |
Operating Lease Right-of-Use Asset, net | 8 | 0 |
Software development costs, net | 605 | 0 |
Investment in equity securities | 65 | 0 |
Long term investments | 50 | 0 |
Other Assets | 21 | 0 |
Allowance on current assets classified as discontinued operations | (2,303) | 0 |
Current assets of discontinued operations | 2,768 | 2,213 |
Long Term Assets of Discontinued Operations | ||
Property and equipment, net | 0 | 722 |
Operating Lease Right-of-Use Asset, net | 0 | 4 |
Software development costs, net | 0 | 741 |
Investment in equity securities | 0 | 330 |
Long term investments | 0 | 50 |
Intangible assets, net | 0 | 0 |
Other Assets | 0 | 15 |
Non-current assets of discontinued operations | 0 | 1,862 |
Current Liabilities of Discontinued Operations | ||
Accounts payable | 734 | 783 |
Accrued liabilities | 520 | 783 |
Operating lease obligation, current | 9 | 4 |
Deferred revenue | 697 | 777 |
Short term debt | 0 | 1,078 |
Current liabilities of discontinued operations | 1,960 | 3,425 |
Long Term Liabilities of Discontinued Operations | ||
Operating lease obligation, noncurrent | 0 | 0 |
Other Liabilities, noncurrent | 0 | 0 |
Long Term Liabilities of Discontinued Operations | $ 0 | $ 0 |
Discontinued Operations- Schedu
Discontinued Operations- Schedule of Equity Securities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt and Equity Securities, FV-NI [Line Items] | |
Cost | $ 65,301 |
Fair value | 65 |
Equity shares | |
Debt and Equity Securities, FV-NI [Line Items] | |
Cost | 54,237 |
Fair value | 63 |
Equity rights | |
Debt and Equity Securities, FV-NI [Line Items] | |
Cost | 11,064 |
Fair value | $ 2 |
Discontinued Operations - Sch_3
Discontinued Operations - Schedule of Ownership Interests (Details) - Cardinal Ventures Holdings | Dec. 31, 2023 | Dec. 31, 2022 |
Common Class A | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest | 0% | 14.10% |
Common Class B | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest | 38.40% | 38.40% |
Discontinued Operations - Sch_4
Discontinued Operations - Schedule of Fair Value of Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Investments in equity securities | $ 65 | $ 330 |
Total assets | 65 | 330 |
Level 1 - Quoted Prices in Active Markets for Identical Assets | ||
Assets: | ||
Investments in equity securities | 54 | 319 |
Total assets | 54 | 319 |
Level 2 - Significant Other Observable Inputs | ||
Assets: | ||
Investments in equity securities | 0 | 0 |
Total assets | 0 | 0 |
Level 3 - Significant Unobservable Inputs | ||
Assets: | ||
Investments in equity securities | 11 | 11 |
Total assets | $ 11 | $ 11 |
Discontinued Operations - Sch_5
Discontinued Operations - Schedule of Reconciliation of Assets for Level 3 Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Level 3 Investments | ||
Balance at January 1st | $ 11 | $ 1,838 |
Transfers in - FOXO Technologies, Inc. convertible note | 6,050 | |
Transfers in - FOXO Technologies, Inc. original issue discount on convertible note | (550) | |
Amortization of original issue discount on convertible note | 206 | |
Change in fair value on debt securities | 791 | |
Transfers out - FOXO Technologies, Inc. conversion of note to marketable equity securities | (6,497) | |
Unrealized loss on equity securities | 0 | (1,827) |
Balance at December 31st | $ 11 | $ 11 |
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Unrealized gain/(loss) on equity securities | Unrealized gain/(loss) on equity securities |
Subsequent Events - Equity Purc
Subsequent Events - Equity Purchase Agreement and Additional Agreements Narrative (Details) | Feb. 21, 2024 USD ($) installment | Jan. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Subsequent Event [Line Items] | ||||
Notes receivable | $ 6,145,000 | $ 150,000 | ||
Grafiti LLC, and Grafiti Group LLC | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Saves, Shoom and Game Your Game Business Lines | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Disposal group, percentage of equity interest sold | 100% | |||
Disposal group, percentage of equity interest sold of foreign subsidiary | 100% | |||
Disposal group, minimum purchase price | $ 1,000,000 | |||
Disposal group, number of annual cash installments | installment | 2 | |||
Disposal group, cash installment amount | $ 500,000 | |||
Disposal group, initial cash installment, period due | 60 days | |||
Disposal group, future cash installment, percentage increase of net income, after tax | 50% | |||
Disposal group, future cash installment, working capital variance to closing balance sheet amount | $ 1,000,000 | |||
Grafiti Holding and Grafiti LLC Divestiture | Subsequent Event | Transaction Services, Reimbursable Expenses Incurred | ||||
Subsequent Event [Line Items] | ||||
Transition services agreement period | 1 year | |||
Grafiti Holding and Grafiti LLC Divestiture | Subsequent Event | Sublease Agreement | ||||
Subsequent Event [Line Items] | ||||
Transition services agreement, monthly rent percentage | 50% | |||
Amount of cost estimated per month | $ 5,800 | |||
XTI Aircraft Company | Convertible Notes Receivable | ||||
Subsequent Event [Line Items] | ||||
Notes receivable | $ 3,100,000 | |||
XTI Aircraft Company | Subsequent Event | Convertible Notes Receivable | ||||
Subsequent Event [Line Items] | ||||
Notes receivable | $ 4,000,000 |
Subsequent Events - XTI Merger
Subsequent Events - XTI Merger and Additional Narrative (Details) | 12 Months Ended | ||||||||
Mar. 12, 2024 USD ($) vendor $ / shares shares | Oct. 07, 2022 | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Mar. 21, 2024 $ / shares | Dec. 15, 2023 $ / shares | Jul. 24, 2023 | Jan. 28, 2022 shares | Dec. 31, 2021 shares | |
Subsequent Event [Line Items] | |||||||||
Stock split conversion ratio | 0.01333 | ||||||||
Exercisable (in shares) | shares | 629 | ||||||||
Aggregate shares called by warrants (in shares) | shares | 6,574 | ||||||||
Common shares issued for extinguishment of debt | $ 9,193,000 | $ 3,650,000 | |||||||
Short-term debt | $ 8,738,000 | $ 12,565,000 | |||||||
Common stock, shares outstanding (in shares) | shares | 1,942,984 | 35,709 | |||||||
Common stock, shares issued (in shares) | shares | 1,942,985 | 35,710 | |||||||
Accounts payable | $ 2,449,000 | $ 720,000 | |||||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||
Warrant Inducement Agreement | |||||||||
Subsequent Event [Line Items] | |||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 7.324 | ||||||||
Common Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Common shares issued for extinguishment of debt | $ 1,000 | ||||||||
Common shares issued for extinguishment of debt (in shares) | shares | 605,159 | 2,878 | |||||||
Common stock, shares outstanding (in shares) | shares | 1,942,985 | 35,710 | 17,302 | ||||||
Inpixon and Superfly Merger Sub Inc. Agreement | |||||||||
Subsequent Event [Line Items] | |||||||||
Voting interest acquired | 25% | ||||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock split conversion ratio | 0.01 | ||||||||
Subsequent Event | Warrant Inducement Agreement | |||||||||
Subsequent Event [Line Items] | |||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 5.13 | ||||||||
Subsequent Event | Series 9 Preferred Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Preferred stock, shares issued (in shares) | shares | 20,000 | ||||||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.001 | ||||||||
Preferred stock, stated face value (in usd per share) | $ / shares | $ 1,050 | ||||||||
Subsequent Event | Series 9 Preferred Stock | Private Placement | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares sold under offering (in shares) | shares | 1,500 | ||||||||
Sale of stock, consideration received on transaction | $ 1,500,000 | ||||||||
Share price (in usd per share) | $ / shares | $ 1,000 | ||||||||
Subsequent Event | Inpixon and Superfly Merger Sub Inc. Agreement | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock split conversion ratio | 0.01 | ||||||||
Voting interest acquired | 25% | ||||||||
Subsequent Event | Inpixon and Superfly Merger Sub Inc. Agreement | XTI Aerospace | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock, shares outstanding (in shares) | shares | 9,786,801 | ||||||||
Common stock, shares issued (in shares) | shares | 9,786,801 | ||||||||
Voting interest acquired | 75% | ||||||||
Subsequent Event | Inpixon and Superfly Merger Sub Inc. Agreement | Convertible Notes | |||||||||
Subsequent Event [Line Items] | |||||||||
Common shares issued for extinguishment of debt | $ 7,535,701 | ||||||||
Short-term debt | $ 51,658 | ||||||||
Subsequent Event | Loundermon Consulting Agreement | Chief Financial Officer | |||||||||
Subsequent Event [Line Items] | |||||||||
Related party transaction. consulting service minimum period | 1 year | ||||||||
Related party transaction. consulting service monthly Fee | $ 83,333 | ||||||||
Related party transaction, compensation of consulting service monthly , terms and manner of settlement | 6 months | ||||||||
Related party transaction, consulting service fee per hour | $ 300 | ||||||||
Subsequent Event | Ali Consulting Agreement | Chief Financial Officer | |||||||||
Subsequent Event [Line Items] | |||||||||
Related party transaction. consulting service minimum period | 15 months | ||||||||
Related party transaction. consulting service monthly Fee | $ 20,000 | ||||||||
Related party transaction amount | 1,500,000 | ||||||||
Accounts payable | $ 4,500,000 | ||||||||
Number of installments | vendor | 12 | ||||||||
Related party transaction installments amount | $ 375,000 | ||||||||
XTI Aerospace | Subsequent Event | Inpixon and Superfly Merger Sub Inc. Agreement | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares outstanding conversion, right to receive shares, number (in shares) | shares | 7,843,668 | ||||||||
Exercisable (in shares) | shares | 1,068,959 | ||||||||
Aggregate shares called by warrants (in shares) | shares | 382,610 | ||||||||
Common stock, exchange ratio | 0.0892598 | ||||||||
XTI Aerospace | Subsequent Event | Inpixon and Superfly Merger Sub Inc. Agreement | Convertible Notes | |||||||||
Subsequent Event [Line Items] | |||||||||
Common shares issued for extinguishment of debt (in shares) | shares | 4,611 | ||||||||
Maxim | Subsequent Event | Inpixon and Superfly Merger Sub Inc. Agreement | |||||||||
Subsequent Event [Line Items] | |||||||||
Financial advisory fees, amounts payable | $ 200,000 | ||||||||
Financial advisory fees, amount payable, minimum aggregate proceeds raised | $ 10,000,000 | ||||||||
Maxim | Subsequent Event | Inpixon and Superfly Merger Sub Inc. Agreement | Common Stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Financial advisory fees, common shares issued (in shares) | shares | 385,359 | ||||||||
Chardan Capital Markets | Subsequent Event | Inpixon and Superfly Merger Sub Inc. Agreement | |||||||||
Subsequent Event [Line Items] | |||||||||
Financial advisory fees, cash payment | $ 200,000 | ||||||||
Chardan Capital Markets | Subsequent Event | Inpixon and Superfly Merger Sub Inc. Agreement | XTI Aerospace | |||||||||
Subsequent Event [Line Items] | |||||||||
Financial advisory fees, common shares issued (in shares) | shares | 189,037 | ||||||||
Financial advisory fees, current share price less than legacy company share price, number of days from merger to consummate public offering | 120 days | ||||||||
Financial advisory fees, current share price less than legacy company share price, requirement to issue shares, value | $ 1,000,000 | ||||||||
Streeterville Capital, LLC | Subsequent Event | Convertible Notes | December 2023 Note | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument, outstanding principal and interest exchanged for shares | $ 9,801,521 | ||||||||
Streeterville Capital, LLC | Subsequent Event | Convertible Notes | Series 9 Preferred Stock | December 2023 Note | |||||||||
Subsequent Event [Line Items] | |||||||||
Common shares issued for extinguishment of debt (in shares) | shares | 9,801.521 | ||||||||
Convertible debt, conversion price (in usd per share) | $ / shares | $ 1,000 |