Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 20, 2020 | Jun. 28, 2019 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Summit Wireless Technologies, Inc. | ||
Entity Central Index Key | 0001682149 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Trading Symbol | WISA | ||
Entity Common Stock, Shares Outstanding | 26,743,765 | ||
Entity Interactive Data Current | Yes | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 298 | $ 3,218 |
Accounts receivable | 108 | 112 |
Inventories | 2,666 | 1,383 |
Prepaid expenses and other current assets | 944 | 428 |
Total current assets | 4,016 | 5,141 |
Property and equipment, net | 84 | 110 |
Intangible assets, net | 28 | 61 |
Other assets | 94 | 94 |
Total assets | 4,222 | 5,406 |
Current Liabilities: | ||
Accounts payable | 1,554 | 532 |
Accrued liabilities | 1,146 | 846 |
Total current liabilities | 2,700 | 1,378 |
Derivative liability | 387 | 0 |
Warrant liability | 24 | 210 |
Total liabilities | 3,111 | 1,588 |
Commitments and contingencies (Note 9) | ||
Series A 8% Senior Convertible Preferred stock, par value $0.0001; 1,250,000 shares authorized; 250,000 and zero shares issued and outstanding as of December 31, 2019 and 2018,respectively, (liquidation preference of $1,056,000 and $0) | 517 | 0 |
Stockholders' Equity: | ||
Common stock, par value $0.0001; 200,000,000 shares authorized; 24,873,191 and 15,366,327 shares issued and outstanding as of December 31, 2019 and 2018,respectively | 2 | 2 |
Additional paid-in capital | 188,318 | 179,501 |
Accumulated other comprehensive loss | (48) | (45) |
Accumulated deficit | (187,678) | (175,640) |
Total stockholders' equity | 594 | 3,818 |
Total liabilities, convertible preferred stock and stockholders' equity | $ 4,222 | $ 5,406 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED BALANCE SHEETS | ||
Temporary Equity, Dividend Rate, Percentage | 8.00% | 8.00% |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Authorized | 1,250,000 | 1,250,000 |
Temporary Equity, Shares Issued | 250,000 | 0 |
Temporary Equity, Shares Outstanding | 250,000 | 0 |
Temporary Equity, Liquidation Preference | $ 1,056,000 | $ 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 24,873,191 | 15,366,327 |
Common Stock, Shares, Outstanding | 24,873,191 | 15,366,327 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue, net | $ 1,666 | $ 1,374 |
Cost of revenue | 1,737 | 1,612 |
Gross profit | (71) | (238) |
Operating Expenses: | ||
Research and development | 5,427 | 4,873 |
Sales and marketing | 2,834 | 2,803 |
General and administrative | 2,829 | 3,657 |
Total operating expenses | 11,090 | 11,333 |
Loss from operations | (11,161) | (11,571) |
Interest expense | (33,502) | |
Change in fair value of warrant liability | 204 | (8,051) |
Change in fair value of derivative liability | (171) | (14,294) |
Other income (expense), net | (902) | 69 |
Loss before provision for income taxes | (12,030) | (67,349) |
Provision for income taxes | 8 | 8 |
Net loss | (12,038) | (67,357) |
Convertible preferred stock dividend | (56) | |
Net loss attributable to common stockholders | $ (12,094) | $ (67,357) |
Net loss per common share - basic and diluted | $ (0.64) | $ (9.96) |
Weighted average number of common shares used in computing net loss per common share | 18,969,761 | 6,761,252 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Net loss | $ (12,038) | $ (67,357) |
Other comprehensive loss, net of tax: | ||
Foreign currency translation adjustment | (3) | (3) |
Comprehensive loss | $ (12,041) | $ (67,360) |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Convertible Preferred Stock [Member] | Total |
Balance at Dec. 31, 2017 | $ 0 | $ 13,832 | $ (42) | $ (108,283) | $ 64,735 | $ (94,493) |
Balance (in shares) at Dec. 31, 2017 | 324,821 | 2,762,594 | ||||
Issuance of common stock to note holder upon extension of maturity date | $ 0 | |||||
Issuance of common stock to note holder upon extension of maturity date (in shares) | 327 | |||||
Beneficial conversion feature upon conversion of convertible notes payable | $ 0 | 43,012 | 0 | 0 | $ 0 | 43,012 |
Issuance of warrants | 0 | 3,638 | 0 | 0 | 3,638 | |
Reclassification of warrants | 0 | 9,310 | 0 | 0 | 9,310 | |
Proceeds from issuance of common stock, net | $ 0 | 10,272 | 0 | 0 | 10,272 | |
Proceeds from issuance of common stock, net (in shares) | 2,400,000 | |||||
Conversion of preferred stock to common stock | $ 0 | 64,735 | 0 | 0 | $ (64,735) | 64,735 |
Conversion of preferred stock to common stock (in shares) | 2,762,594 | (2,762,594) | ||||
Issuance of common stock upon conversion of convertible notes payable | $ 2 | 30,449 | 30,451 | |||
Issuance of common stock upon conversion of convertible notes payable (in shares) | 9,527,144 | |||||
Beneficial conversion feature upon issuance of convertible notes payable | $ 0 | 1,918 | 0 | 0 | 1,918 | |
Release of vested restricted common stock | $ 0 | (499) | 0 | 0 | $ 0 | (499) |
Release of vested restricted common stock (in shares) | 257,281 | |||||
Issuance of common stock for services | $ 0 | 438 | 0 | 0 | 438 | |
Issuance of common stock for services (in shares) | 94,160 | |||||
Stock-based compensation expense | $ 0 | 2,156 | 2,156 | |||
Currency translation adjustment | 0 | (3) | 0 | 0 | (3) | |
Issuance of warrants for vendor services | 0 | 240 | 240 | |||
Net loss | 0 | 0 | (67,357) | 0 | (67,357) | |
Balance at Dec. 31, 2018 | $ 2 | 179,501 | (45) | (175,640) | 0 | 3,818 |
Balance (in shares) at Dec. 31, 2018 | 15,366,327 | |||||
Proceeds from issuance of common stock, net | $ 0 | 6,149 | 6,149 | |||
Proceeds from issuance of common stock, net (in shares) | 6,575,726 | |||||
Beneficial conversion feature upon issuance of convertible notes payable | 0 | |||||
Release of vested restricted common stock | $ 0 | (87) | 0 | 0 | 0 | (87) |
Release of vested restricted common stock (in shares) | 534,127 | |||||
Issuance of common stock for services | $ 0 | 246 | 246 | |||
Issuance of common stock for services (in shares) | 172,780 | |||||
Issuance of warrants for common stock | $ 0 | 46 | 0 | 0 | 46 | |
Issuance of convertible preferred stock and common stock warrant, net of issuance costs | 0 | 200 | 0 | 0 | $ 720 | 200 |
Issuance of convertible preferred stock and common stock warrant, net of issuance costs (in shares) | 250,000 | |||||
Fair value of derivative liability in connection with issuance of convertible preferred stock | 0 | 0 | 0 | $ (216) | ||
Issuance of warrants for common stock, in connection with convertible preferred stock offering | 0 | 43 | 0 | 0 | (43) | 43 |
Convertible preferred stock dividend | 0 | 56 | 0 | 0 | (56) | 56 |
Proceeds from issuance of pre-funded warrants and exercise of common stock warrants | $ 0 | 1,167 | 1,167 | |||
Proceeds from issuance of pre-funded warrants and exercise of common stock warrants (in shares) | 1,128,381 | |||||
Issuance of common stock for warrant settlement | $ 0 | 112 | 0 | 0 | 0 | 112 |
Issuance of common stock for warrant settlement (in shares) | 152,944 | |||||
Stock-based compensation expense | $ 0 | 105 | 0 | 0 | 0 | 105 |
Stock compensation expense (in shares) | 942,906 | |||||
Change in fair value of common stock warrants upon repricing | $ 0 | 892 | 0 | 0 | 0 | 892 |
Currency translation adjustment | 0 | 0 | (3) | 0 | 0 | (3) |
Net loss | 0 | 0 | 0 | (12,038) | 0 | (12,038) |
Balance at Dec. 31, 2019 | $ 2 | $ 188,318 | $ (48) | $ (187,678) | $ 517 | $ 594 |
Balance (in shares) at Dec. 31, 2019 | 24,873,191 | 250,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (12,038,000) | $ (67,357,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 58,000 | 42,000 |
Stock-based compensation | 105,000 | 2,834,000 |
Amortization of intangible asset | 33,000 | 33,000 |
Amortization of debt discounts | 0 | 27,184,000 |
Loss on disposal of property and equipment | 2,000 | 0 |
Change in fair value of warrant liability | (204,000) | 8,051,000 |
Change in fair value of derivative liability | 171,000 | 14,294,000 |
Expense for issuance of warrants and common stock for services | 310,000 | 241,000 |
Issuance of common stock for warrant settlement | 112,000 | 0 |
Change in fair value of common stock warrants upon repricing | 892,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 4,000 | (57,000) |
Inventories | (1,283,000) | (691,000) |
Prepaid expenses and other assets | (516,000) | (221,000) |
Accounts payable | 1,022,000 | (752,000) |
Accrued liabilities | 300,000 | 131,000 |
Accrued interest | 0 | 6,316,000 |
Net cash used in operating activities | (11,032,000) | (9,952,000) |
Cash flows from investing activities: | ||
Proceeds from sale of property and equipment | 1,000 | 0 |
Net cash used in investing activities | (34,000) | (87,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of issuance costs | 6,149,000 | 10,273,000 |
Proceeds from the issuance of convertible preferred stock and common stock warrant, net of issuance costs | 920,000 | 0 |
Proceeds from issuance of pre-funded warrants and exercise of common stock warrants | 1,167,000 | 0 |
Proceeds from issuance of promissory notes, net of issuance costs | 0 | 2,002,000 |
Proceeds from issuance of convertible notes payable, net of issuance costs | 0 | 1,435,000 |
Repayment of convertible notes payable | 0 | (200,000) |
Taxes paid related to net share settlements of equity awards | (87,000) | (499,000) |
Net cash provided by financing activities | 8,149,000 | 13,011,000 |
Effect of exchange rate changes on cash and cash equivalents | (3,000) | (3,000) |
Net decrease in cash and cash equivalents | (2,920,000) | 2,969,000 |
Cash and cash equivalents as of beginning of year | 3,218,000 | 249,000 |
Cash and cash equivalents as of end of year | 298,000 | 3,218,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 8,000 | 8,000 |
Noncash Investing and Financing Activities: | ||
Issuance of warrants in connection with convertible notes payable | 0 | 2,048,000 |
Issuance of warrant in connection with settlement agreement with Series E holders | 0 | 1,590,000 |
Issuance of common stock warrants in connection with convertible preferred stock offering | 243,000 | 0 |
Issuance of warrants in connection in public offering | 97,000 | 169,000 |
Beneficial conversion feature of convertible notes payable | 0 | 1,918,000 |
Fair value of derivative liability in connection with issuance of preferred stock | 216,000 | 0 |
Convertible preferred stock dividend | 56,000 | 0 |
Issuance of convertible notes in lieu of employee expense payments | 0 | 50,000 |
Conversion of accrued interest to accounts payable | 0 | 2,000 |
Conversion of interest to convertible notes payable as principal | 0 | 10,000 |
Reclassification of promissory notes to convertible notes payable | 0 | 2,250,000 |
Fair value of derivative liability in connection with issuance of notes payable | 0 | 7,886,000 |
Conversion of preferred units to common stock upon initial public offering | 0 | 64,735,000 |
Conversion of convertible notes and accrued interest to common stock upon initial public offering | 0 | 30,450,000 |
Reclassification of derivative liability to equity upon initial public offering | 0 | 43,012,000 |
Reclassification of warrant liability to equity upon initial public offering | $ 0 | $ 9,310,000 |
Business and Viability of Opera
Business and Viability of Operations | 12 Months Ended |
Dec. 31, 2019 | |
Business and Viability of Operations | |
Business and Viability of Operations | 1. Business and Viability of Operations Summit Wireless Technologies, Inc. (f/k/a Summit Semiconductor, Inc.) (also referred to herein as “we”, “us”, “our”, or the “Company”) was originally formed as a limited liability company in Delaware on July 23, 2010. The Company develops wireless audio integrated circuits for home entertainment and professional audio markets. On December 31, 2017, the Company converted from a Delaware limited liability company to a Delaware corporation (the “Conversion”). Prior to the Conversion, the Company had been taxed as a partnership for federal and state income tax purposes, such that the Company’s taxable income was reported by its members in their respective tax returns. Following the Conversion, the Company will be taxed as a corporation. In connection with the Conversion, the Company’s Board of Directors approved a 15‑for‑1 reverse split of the Company’s units into stock. All unit and stock data in this report have been retroactively adjusted to reflect the split. In connection with the Conversion, the Company authorized 20,000,000 shares of preferred stock and 200,000,000 shares of common stock and issued 324,821 shares of common stock to such investors previously holding 4,872,221 common membership interests and 2,762,594 shares of convertible preferred stock to such investors previously holding 41,438,818 preferred membership interests. Such shares of common stock and convertible preferred stock were fully paid, nonassessable shares of stock of the Company. On July 26, 2018, the Company closed its initial public offering (“IPO”). The Company’s registration statement on Form S‑1 (File No. 333‑224267) relating to the IPO was declared effective by the Securities and Exchange Commission (“SEC”) on July 25, 2018. The shares of common stock began trading on The Nasdaq Capital Market under the ticker symbol “WISA” on July 27, 2018. Under the offering, the Company issued 2,400,000 shares of common stock at an offering price of $5.00 per share, raising gross proceeds of $12,000,000. In aggregate, the shares issued in the offering generated approximately $10,273,000 in net proceeds, which amount is net of $900,000 in underwriters’ discounts and commissions, $220,000 in underwriters’ accountable and non-accountable expenses and legal, accounting and other estimated offering costs of $607,000. Upon the closing of the IPO, (i) all shares of convertible preferred stock then outstanding were automatically converted into 2,762,594 shares of common stock and (ii) all convertible notes payable along with accrued interest were automatically converted in to 9,527,144 shares of common stock, except for $200,000 of such notes which were repaid in cash immediately following the offering. On April 18, 2019, we entered into a Securities Purchase Agreement, dated as of April 18, 2019, with Lisa Walsh (the “Preferred SPA”), pursuant to which we issued 250,000 shares of our Series A 8% Senior Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), which shares have a stated value of $4.00, grant holders the same voting rights as holders of our shares of common stock, and are convertible into shares of our common stock at price of $4.00 per share, subject to a floor price of $1.50 and to adjustment under our Certificate of Designations of the Preferences, Rights and Limitations of the Series A Preferred Stock, in consideration for $1,000,000 (the “Initial Tranche”). The Series A Preferred Stock may be issued in tranches of at least $500,000 and in an aggregate of up to $5 million. In connection with the Initial Tranche, the Company also issued to the Ms. Walsh a warrant to purchase 255,102 shares of our common stock. On May 24, 2019, the Company closed a public offering of the Company’s common stock (“Public Offering”). The Company’s registration statement on Form S-1 (File No. 333-230952) relating to the Public Offering was declared effective by the SEC on May 21, 2019. In connection with the Public Offering, the Company issued an aggregate of 4,075,726 shares of common stock at a public offering price of $1.33 per share for gross proceeds of approximately $5,420,000. The net proceeds to the Company, after deducting underwriting discounts and commissions and other offering expenses, were approximately $4,664,000. On October 16, 2019, the Company closed a registered direct offering with certain institutional investors for 2,500,000 registered common shares (the “Shares”) priced at $0.70 per share (the “Registered Direct Offering”). The Registered Direct Offering was registered and the Shares were issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-233433) (the “Registration Statement”), which was initially filed with the SEC on August 23, 2019, and was declared effective on September 6, 2019, and the related base prospectus included in the Registration Statement, as supplemented by the preliminary prospectus supplement dated October 16, 2019 (the “Prospectus Supplement”). In connection with the Registered Direct Offering, the Company issued its shares of common stock for gross proceeds of approximately $1,750,000. The Company intends to use the net proceeds of approximately $1,485,000 from the offering for working capital purposes. Nasdaq Notification On October 16, 2019, the Company received a written notification (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), as the closing bid price of the Company’s common stock was below $1.00 per share for the previous thirty (30) consecutive business days. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been granted a 180 calendar day compliance period, or until April 13, 2020, to regain compliance with Nasdaq’s minimum bid price requirements. During the compliance period, the Company’s shares of common stock will continue to be listed and traded on Nasdaq. To regain compliance, the closing bid of the common stock must meet or exceed $1.00 per share for at least ten (10) consecutive business days during such 180 calendar day grace period. If the Company is not in compliance by April 13, 2020, the Company may be afforded a second 180 calendar day grace period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the minimum bid price requirements. In addition, the Company would be required to notify Nasdaq of its intent to cure such minimum bid price deficiency by effecting a reverse stock split, if necessary. If the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s shares of common stock will be subject to delisting. The Company intends to monitor the closing bid price for its common stock between now and April 13, 2020, and will consider available options to resolve the Company’s noncompliance with Nasdaq’s minimum bid price requirement, as may be necessary. There can be no assurance that the Company will be able to regain compliance with such minimum bid price requirement or will otherwise be in compliance with other Nasdaq listing criteria. On March 23, 2020, the Company received an extension of time to regain compliance. On November 18, 2019, we were officially notified by Nasdaq that we did not comply with Nasdaq Listing Rule 5550(b), which requires a minimum $2,500,000 stockholders’ equity (the “Stockholders’ Equity Requirement”), among other continued listing criteria. We were required to submit to Nasdaq a plan to regain compliance with the Stockholders’ Equity Requirement for consideration by the Nasdaq Listing Qualifications staff (“Nasdaq Staff”) by no later than January 2, 2020. On January 2, 2020, we submitted a plan to regain compliance (the “Compliance Plan”) to the Nasdaq Staff. As of March 20, 2020, the Compliance Plan remains under review by the Nasdaq Staff. If we fail to achieve compliance with the Stockholders’ Equity Requirement, we may be delisted from Nasdaq. Liquidity and management plans The consolidated financial statements of the Company have been prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business. The Company has incurred net operating losses each year since inception. As of December 31, 2019, the Company had cash and cash equivalents of $0.3 million, an accumulated deficit of approximately $187.7 million and has not generated positive cash flows from operations. The Company expects operating losses to continue in the foreseeable future because of additional costs and expenses related to research and development activities, plans to expand its product portfolio, and increase its market share. The Company’s ability to transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support its cost structure. Based on current operating levels, the Company will need to raise additional funds by selling additional equity or incurring debt. To date, the Company has not generated significant revenues and has funded its operations primarily through sales of its common stock in public markets, sales of common and preferred units prior to its IPO and proceeds from convertible notes. Additionally, future capital requirements will depend on many factors, including the rate of revenue growth, the selling price of the Company’s products, the expansion of sales and marketing activities, the timing and extent of spending on research and development efforts and the continuing market acceptance of the Company’s products. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management of the Company intends to raise additional funds through the issuance of equity securities or debt. There can be no assurance that, in the event the Company requires additional financing, such financing will be available at terms acceptable to the Company, if at all. Failure to generate sufficient cash flows from operations, raise additional capital and reduce discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives. As a result, the substantial doubt about the Company’s ability to continue as a going concern has not been alleviated. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2019 | |
Balance Sheet Components | |
Balance Sheet Components | 3. Balance Sheet Components Inventories (in thousands): December 31, December 31, 2019 2018 Work in progress $ 301 $ 191 Finished goods 2,365 1,192 Total inventories $ 2,666 $ 1,383 Property and equipment, net (in thousands): December 31, December 31, 2019 2018 Machinery and equipment $ 771 $ 746 Tooling 11 7 Computer software 89 89 Furniture and fixtures 15 15 Leasehold improvements 11 11 897 868 Less: Accumulated depreciation and amortization (813) (758) Property and equipment, net $ 84 $ 110 Depreciation and amortization expense for the years ended December 31, 2019 and 2018 was $58,000 and $42,000, respectively. Accrued liabilities (in thousands): December 31, December 31, 2019 2018 Accrued vacation $ 263 $ 238 Accrued compensation 38 17 Accrued bonus — 158 Customer advances 451 186 Accrued audit fees 140 126 Accrued other 254 121 Total accrued liabilities $ 1,146 $ 846 |
Promissory Notes
Promissory Notes | 12 Months Ended |
Dec. 31, 2019 | |
Promissory Notes | |
Promissory Notes | 4. Promissory Notes In connection with the acquisition of the Focus Enhancements, Inc. assets in July 2010, the Company assumed an asset purchase agreement with Hallo Development Co, LLC (“Hallo”). In October 2010, the Hallo agreement was amended to require the Company to pay royalties to Hallo at specified rates based on annual net sales derived from the Company’s purchased technology over a period of three years with a minimum royalty of $900,000. Initial shipments commenced in 2011 and after three years, cumulative royalties due to Hallo were $900,000. In April 2014, the Hallo agreement was amended, converting the outstanding balance of $358,000, to an unsecured promissory note (“Hallo Note”), bearing interest at 18.0% per year with an initial maturity date of December 31, 2015, that was later extended. In December 2016, following a principal reduction payment of $38,000, the Hallo Note was amended as follows: (i) the maturity date was changed to “five days following an IPO”, (ii) following a debt or equity financing in excess of $4,000,000, the Company would make a principal reduction payment of $13,000, (iii) on the maturity date, the Company would make a principal reduction payment of $95,000, and (iv) the remaining unpaid principal and accrued interest, after the payments described in (ii) and (iii) above, would automatically convert to shares in connection with an initial public offering, at a conversion price equal to the average of the highest and the lowest price of the related stock that the Company sold on the maturity date. As a result of such amendment, the Hallo Note was reclassified to convertible notes payable as of December 31, 2016. As of February 28, 2018, the Hallo Note holders agreed to amend the conversion price language in their respective convertible notes to be the lower of (i) $4.50 or (ii) the initial price of the Company’s common stock sold pursuant to an IPO and to extend the maturity date to June 30, 2018. The Company recognized interest expense of $24,000 for the year ended December 31, 2018. The Company made principal reduction payments under the Hallo Note of $100,000 for the year ended December 31, 2018. On July 25, 2018, the outstanding convertible note automatically converted into 56,723 shares of common stock in connection with the Company’s IPO. On January 5, 2015, we entered into a Loan and Securities Agreement and a separate Secured Promissory Note with the principal face value of $500,000 (the “January 2015 Note”). The personal property, fixtures and intellectual property and products of the Company served as the collateral for the borrowing. The initial interest rate was 15.0% per year with an initial maturity date of July 5, 2015, that was later extended. In February 2016, following a principal reduction payment of $225,000, the maturity date was extended to September 1, 2017, and the interest rate was adjusted to 10.0% per year. In December 2016, following a principal reduction payment of $23,000, the January 2015 Note was amended as follows: (i) the maturity date was changed to “five days following an IPO”, (ii) following a debt or equity financing in excess of $4,000,000 prior to an IPO, the Company would make a principal reduction payment of $13,000, (iii) on the maturity date, the Company would make a principal reduction payment of $95,000, and (iv) the remaining unpaid principal and accrued interest, after the payments described in (ii) and (iii) above, would automatically convert to shares in connection with the IPO, at a conversion price equal to the average of the highest and the lowest price of the related stock that the Company sold on the maturity date. As a result of such amendment, the January 2015 Note was reclassified to convertible notes payable as of December 31, 2016. As of February 28, 2018, the January 2015 Note holders agreed to amend the conversion price language in their respective convertible notes to be the lower of (i) $4.50 or (ii) the initial price of the Company’s common stock sold pursuant to an IPO and to extend the maturity date to June 30, 2018. The Company recognized interest expense of $11,000 for the year ended December 31, 2018. The Company made principal reduction payments under the January 2015 Note of $100,000 for the year ended December 31, 2018. On July 25, 2018, the outstanding convertible note automatically converted into 39,653 shares of common stock in connection with the Company’s IPO. On April 4, 2015, we entered into a Loan and Securities Agreement and a separate Secured Promissory Note with the principal face value of $450,000 (the “April 2015 Note”). The proceeds from April 2015 Note were used to repay the $450,000 loan outstanding with a bank. The personal property, fixtures and intellectual property and products of the Company served as the collateral for the borrowing. Interest accrued at a rate 5.0% per year during the first twelve months and increased to 10.0% per year through maturity. All principal and related accrued interest outstanding were due and payable at the maturity date, which was originally January 31, 2017. In November 2016, the April 2015 Note was amended to (i) change the maturity date to September 1, 2017 and (ii) provide that if the Company completes an underwritten public offering of its common shares or consummates a change of control, then the aggregate outstanding principal and related accrued interest would automatically convert into the number of common shares equal to the quotient obtained by dividing the aggregate principal and accrued interest by the conversion price. The conversion price was the lesser of $4.50 or the highest price per common share sold in the IPO or paid by a buyer upon a change in control multiplied by 75%. As a result of such amendment, the April 2015 Note was reclassified to convertible notes payable. As of February 28, 2018, the April 2015 Note holder agreed to extend the maturity date to June 30, 2018. The Company recognized interest expense of $26,000 for the year ended December 31, 2018. On July 25, 2018, the outstanding convertible note automatically converted into 155,373 shares of common stock in connection with the Company’s IPO. On September 18, 2015, we entered into a Loan and Securities Agreement and a separate Secured Promissory Note with the principal face value of $200,000 (the “September 2015 Note”). The personal property, fixtures and intellectual property and products of the Company served as the collateral for the borrowing. Interest accrued at a rate 10.0% per year through maturity. All principal and related accrued interest outstanding were due and payable at the maturity date, which was originally January 31, 2017. In November 2016, the September 2015 Note was amended to (i) change the maturity date to September 1, 2017 and (ii) provide that if the Company completes an underwritten public offering of its common shares or consummates a change of control, then the aggregate outstanding principal and related accrued interest would automatically convert in to the number of common shares equal to the quotient obtained by dividing the aggregate principal and accrued interest by the conversion price. The conversion price was the lesser of $4.50 or the highest price per common share sold in the IPO or paid by a buyer upon a change in control multiplied by 75%. As a result of such amendment, the September 2015 Note was reclassified to convertible notes payable. As of February 28, 2018, the September 2015 Note holder agreed to extend the maturity date to June 30, 2018. The Company recognized interest expense of $11,000 for the year ended December 31, 2018. On July 25, 2018, the outstanding convertible note automatically converted into 68,544 shares of common stock in connection with the Company’s IPO. In connection with the sale of product on December 22, 2015, we entered into a Loan and Securities Agreement and a separate Secured Promissory Note with the principal face value of $353,000 (the “December 2015 Note”). The principal amount represented as advance on the product sale. The personal property, fixtures and intellectual property and products of the Company served as the collateral for the borrowing (see Note 5 – Series E Convertible Note Payable for subsequent release of collateral). Interest accrued at a rate 12.0% per year through maturity. All principal and related accrued interest outstanding were due and payable at the maturity date, which was originally September 22, 2016, that was later extended. In December 2016, the December 2015 Note was amended to (i) change the maturity date to September 1, 2017 and (ii) provide that if the Company completes an underwritten public offering of its common shares or consummates a change of control, then the aggregate outstanding principal and related accrued interest would automatically convert in to the number of common shares equal to the quotient obtained by dividing the aggregate principal and accrued interest by the conversion price. The conversion price was the lesser of $4.50 or the highest price per common share sold in an initial public offering or paid by a buyer upon a change in control multiplied by 75%. As a result of such amendment, the December 2015 Note was reclassified to convertible notes payable. As of December 31, 2017, the December 2015 Note had a zero principal balance as the Company had fulfilled its obligation to ship product to the lender. On July 25, 2018, the outstanding accrued interest on the December 2015 Note automatically converted into 11,295 shares of common stock in connection with the Company’s IPO. During February 2016, we entered into five different Loan and Securities Agreements and separate Secured Promissory Notes with a total principal face value of $250,000 (the “Five February 2016 Notes”). The personal property, fixtures and intellectual property and products of the Company served as the collateral for the borrowings. Interest accrued at a rate 10.0% per year through maturity. All principal and related accrued interest outstanding were due and payable at the maturity date, which was originally February 1, 2017, that was later extended. In December 2016, two of the Five February 2016 Notes were terminated and extinguished and the lenders agreed that the $100,000 aggregate principal balance of the loans and the $9,000 aggregate accrued interest would be used to fund their participation in the Series D convertible notes. In May 2017, the three remaining holders of the Five February 2016 Notes agreed to amend their notes to include a provision that if the Company completes an underwritten public offering of its common shares or consummates a change of control, then the aggregate outstanding principal and related accrued interest would automatically convert in to the number of common shares equal to the quotient obtained by dividing the aggregate principal and accrued interest by the conversion price. The conversion price was the lesser of $4.50 or the highest price per common share sold in the IPO or paid by a buyer upon a change in control multiplied by 75%. As a result of such amendment, the three remaining Five February 2016 Notes were reclassified to convertible notes payable. Effective February 28, 2018, the February 2016 Note holders agreed to extend the maturity date to June 30, 2018. The Company recognized interest expense of $8,000 for the year ended December 31, 2018. On July 25, 2018, the outstanding convertible notes automatically converted into 49,815 shares of common stock in connection with the Company’s IPO. In connection with the Five February 2016 Notes, the Company issued warrants to purchase common shares of 111,112 (see Note 6 – Fair Value Measurements for fair value computation). The sum of the fair value of the warrants was recorded as a debt discount to be amortized over the respective terms of the various notes. The debt discounts are amortized to interest expense using the effective interest method. During the years ended December 31, 2019 and 2018, the Company recognized no interest expense from the amortization of the debt discount. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Convertible Notes Payable | |
Convertible Notes Payable | 5. Convertible Notes Payable As of July 25, 2018, the convertible notes payable and related accrued interest were converted in to 9,527,144 shares of common stock in connection with the Company’s IPO. No convertible notes payable were outstanding as of December 31, 2018. On February 12, 2016, we entered into a Loan and Securities Agreement and a separate Secured Promissory Note with the principal face value of $300,000 (the “February 2016 Note”). The personal property, fixtures and intellectual property and products of the Company served as the collateral for the borrowing (see Note 5 – Series E Convertible Note Payable for subsequent release of collateral). Interest accrued at a rate 10.0% per year through maturity. All principal and related accrued interest outstanding were due and payable at the maturity date, which was originally January 31, 2017. In November 2016, the February 2016 Note was amended to (i) change the maturity date to September 1, 2017 and (ii) provide that if the Company completes an underwritten public offering of its common shares or consummates a change of control, then the aggregate outstanding principal and related accrued interest would automatically convert in to the number of common shares equal to the quotient obtained by dividing the aggregate principal and accrued interest by the conversion price. The conversion price was the lesser of $4.50 or the highest price per common share sold in the IPO or paid by a buyer upon a change in control multiplied by 75%. As a result of such amendment, the February 2016 Note was reclassified to convertible notes payable. As of February 28, 2018, the February 2016 Note holders agreed to extend the maturity date to June 30, 2018. The Company recognized interest expense of $17,000 for the year ended December 31, 2018. On July 25, 2018, the outstanding convertible note automatically converted into 99,594 shares of common stock in connection with the Company’s IPO. In connection with the February 2016 Note, the Company issued warrants to purchase 33,334 common shares (see Note 6 – Fair Value Measurements for fair value computation). The sum of the fair value of the warrants for the February 2016 Note was recorded as a debt discount and is being amortized to interest expense over the term of the note using the effective interest method. During the years ended December 31, 2019 and 2018, the Company recognized no interest expense from the amortization of the debt discount. On May 11, 2016, a significant shareholder provided a $300,000 unsecured advance to the Company (the “May 2016 Advance”) in contemplation of participating in the Preferred Unit Purchase Agreement dated April 12, 2016, which required the significant shareholder to invest a minimum of $500,000. In July 2016, the significant shareholder invested an additional $201,000 and requested the May 2016 Advance be cancelled and its principal be aggregated with the $201,000 to purchase a total of 111,307 preferred shares at $4.50 per share. Series C Convertible Notes Payable During February 2016 through October 2016, the Company received total proceeds of $2,880,000 from the issuance of original issue discount convertible notes (“Series C Convertible Notes”) to investors. The principal balance, plus all accrued and unpaid interest, was due February 28, 2018, as amended, or upon a change of control or an initial public offering by the Company. On February 28, 2018, in connection with the extension of the maturity date to August 28, 2018, the Company issued 327 shares of common stock to the holder of the convertible notes. The conversion price in effect upon an initial public offering was the lesser of $9.00 or the price per common share in the pre-money valuation immediately prior to the initial public offering multiplied by 80%. The conversion price at any other conversion event was $9.00. Issuance costs to obtain the convertible notes were recorded as a debt discount in the amount of $209,000. The Company recognized no interest expense for the year ended December 31, 2018. On July 25, 2018, the outstanding convertible note automatically converted into 7,353 shares of common stock in connection with the Company’s IPO. In connection with the Series C Convertible Notes, the Company issued warrants to investors and investment bankers to purchase common shares of 188,236 and 26,354, respectively (see Note 6 – Fair Value Measurements for fair value computation). The sum of the fair value of the warrants, the BCF and issuance costs for the Series C Convertible Notes were recorded as debt discounts to be amortized to interest expense over the respective term using the effective interest method. During the year ended December 31, 2018, the Company recognized no interest expense from the amortization of the debt discounts. Between November and December 2016, all of the Series C Convertible Notes, except for $25,000, were extinguished and converted to Series D Convertible Notes. Series D Convertible Notes Payable On various dates in 2016 and 2017, the Company received total proceeds of $4,717,000 from the issuance of original issue discount convertible notes (“Series D Convertible Notes”) to investors. In addition, the Company: (i) extinguished Series C Convertible Notes in the amount of $2,855,000 along with accrued interest of $172,000 and converted those to Series D Convertible Notes; (ii) extinguished other promissory notes in the amount of $236,000 along with accrued interest of $19,000 and converted those to Series D Convertible Notes; (iii) allowed Brett Moyer , the Company's President, Chief Executive Officer and a director, to convert $69,000 of reimbursable expense reports into Series D Convertible Notes; and (iv) allowed Jonathan Gazdak, a member of the Company’s board of directors, to convert $12,000 of certain expenses into Series D Convertible Notes. At the date of issuance, the Series D Convertible Notes had a senior priority security interest in all the personal property, fixtures and intellectual property and products of the Company except for the January 2015 Note and the Hallo Note which had a pari passu security interest with the Series D Convertible Notes (see Note 5 – Series E Convertible Note Payable for subsequent release of security interest). The principal balance, plus all accrued and unpaid interest was due on September 30, 2018, as amended. The Series D Convertible Notes were eligible for conversion at any point prior to the maturity date or upon a change of control or an initial public offering by the Company. The conversion price in effect upon the initial public offering was the lesser of $4.50 or the highest price per common share sold in the initial public offering multiplied by 75%. The conversion price at any other conversion event was $4.50. Issuance costs to obtain the convertible notes were recorded as a debt discount in the amount of $386,000. In connection with the February 28, 2018 extension of the maturity date, the Company confirmed to the holders of the Series D Convertible Notes that Series D Convertible Notes would accrue an additional 10% interest on the first day of every month, beginning March 1, 2018, so long as such Series D Convertible Notes remained outstanding. The Company recognized interest expense of $4,791,000 for the year ended December 31, 2018. On July 25, 2018, the outstanding convertible notes automatically converted into 3,783,334 shares of common stock in connection with the Company’s IPO. In connection with the Series D Convertible Notes, the Company issued warrants to investors and investment bankers to purchase common shares of 1,017,692 and 380,449, respectively (see Note 6 – Fair Value Measurements for fair value computation). The sum of the fair value of the warrants, the BCF, the embedded conversion feature and issuance costs for the Series D Convertible Notes described above were recorded as debt discounts to be amortized to interest expense over the respective term using the effective interest method. In connection with the extension of the maturity date to June 30, 2018, the Company confirmed to the holders of the Series D Convertible Notes that the number of shares issuable upon exercise of the warrants issued in connection with the Series D Convertible Notes would double to 2,035,434, effective February 28, 2018. During the year ended December 31, 2018, the Company recognized interest expense of $3,268,000 from the amortization of the debt discounts. Series E Convertible Notes Payable On various dates from May to September 2017, the Company received total proceeds of $5,000,000 from the issuance of original issue discount convertible promissory notes (“Series E Convertible Notes”). The Series E Convertible Notes had a senior priority security interest in all the personal property, fixtures and intellectual property and products of the Company. The principal balance of the Series E Convertible Notes was due on October 31, 2017. The Series E Convertible Notes were eligible for conversion at any point prior to the maturity date or upon a change of control or an initial public offering by the Company. The conversion price in effect upon on initial public offering was the lesser of $4.50 or the highest price per common share sold in the initial public offering multiplied by 75%. The conversion price at any other conversion event was the lessor of $4.50 or the price per share issued by the Company in connection with any sale involving substantially all the assets of the Company. Additionally, in connection with the Series E Convertible Note financing, all of the Company’s outstanding promissory and convertible note holders agreed to: (i) subordinate their notes to the Series E Convertible Notes, (ii) release all security interests in the Company’s assets in favor of the Series E Convertible Notes (iii) extend their maturity dates to February 28, 2018 and (iv) amend the Company’s Operating Agreement to allow the Series E Convertible Note lender one seat on the Company’s board of directors so long as the investor owns any debt or securities of the Company. Issuance costs to obtain the convertible notes were recorded as a debt discount in the amount of $275,000. On October 31, 2017, the Company filed a confidential S‑1 registration statement with the SEC (“S‑1”) with the belief that the S‑1 filing would extend the maturity date of the Series E Convertible Notes to November 30, 2017. The Series E Convertible Note holder claimed that the S‑1 filing did not meet the definition outlined in the Series E Convertible Note and issued a notice of default to the Company on November 2, 2017 (“Default Notice”). On November 30, 2017, as a result of the Default Notice and an inability of the two parties to renegotiate the Series E Convertible Notes under acceptable terms, the Company requested and received a Series E Convertible Note payoff letter (“Series E Payoff Letter”) from the Series E Convertible Note holder. The Series E Payoff Letter stated that in addition to the repayment of the Series E Convertible Notes of $5,882,000, that the Series E Convertible Note holder was due $1,098,000 of default interest and penalties, reimbursement of $179,000 of legal fees, and consulting, travel and lodging fees of $102,000. Despite the Company’s disagreement that it was in default and subject to default penalties, interest and legal fees, the Company paid the full monetary demand of $7,261,000 as requested by the Series E Convertible Note holder on November 30, 2017. In addition, the note holder claimed that the Company was obligated to issue warrants to purchase 487,865 shares in connection with the Default Notice. Pursuant to a settlement agreement that the Company entered into with note holder on July 25, 2018 a warrant to purchase an aggregate of 487,864 shares of common stock was issued (see Note 6 – Fair Value Measurements for fair value computation). In connection with the Series E Convertible Notes, the Company issued warrants to investors and investment bankers to purchase common shares of 1,307,190 and 114,380, respectively (see Note 6 – Fair Value Measurements for fair value computation). On November 30, 2017, in connection with a provision in the Series E warrants issued to investors, the number of outstanding shares issuable upon exercise of the warrants would double as the Company did not complete an initial public offering by November 30, 2017. Therefore, the total number of shares issuable upon exercise of such warrants to investors under the Series E Convertible Notes became 3,102,245. The sum of the fair value of the warrants, the BCF, the embedded conversion feature and issuance costs for the Series E Convertible Notes described above were recorded as debt discounts to be amortized to interest expense over the respective term using the effective interest method. During the year ended December 31, 2018, the Company recognized interest expense of $70,000 from the amortization of the debt discounts. Series F Convertible Notes Payable On various dates between November 2017 and March 2018, the Company received total proceeds of $10,345,000 from the issuance of senior secured convertible promissory notes (“Series F Convertible Notes”) to investors. The Series F Convertible Notes accrue interest at 15% per year and have a senior priority security interest in all the personal property, fixtures and intellectual property and products of the Company. The principal balance of the Series F Convertible Notes, plus all accrued interest is due on June 30, 2018. The Series F Convertible Notes are eligible for conversion at any point prior to the maturity date at the option of the holder. The conversion price in effect upon on an initial public offering shall be the lesser of $4.50 or the highest price per common share sold in the initial public offering multiplied by 60%. The conversion price at any other conversion event shall be $4.50. Between April 1, 2018 and May 25, 2018, the Company issued $225,000 of additional Series F Convertible Notes. In connection with the additional Series F Convertible Notes the Company issued 25,000 and 5,000 warrants to purchase common stock, to its lenders and investment bankers, respectively. The warrants have a five-year life and are exercisable into common stock at $5.40 per share. Issuance costs to obtain the convertible notes were recorded as a debt discount in the amount of $135,300. The Company recognized interest expense of $865,000 for the year ended December 31, 2018. On July 25, 2018, the outstanding convertible notes automatically converted into 3,849,210 shares of common stock in connection with the Company’s IPO. In connection with the issuance of the Series F Convertible Notes, the Company issued warrants to the lender and investment bankers to purchase common shares of 1,174,447 and 233,111, respectively (see Note 6 – Fair Value Measurements for fair value computation). The sum of the fair value of the warrants, the BCF, the embedded conversion feature and issuance costs for the Series F Convertible Notes described above were recorded as debt discounts to be amortized to interest expense over the respective term using the effective interest method. During the year ended December 31, 2018, the Company recognized interest expense of $11,996,000 from the amortization of the debt discounts. Extension of Maturity Date The Company’s Series D and Series F convertible promissory notes as well as its other convertible promissory notes, excluding its Series C Convertible Notes and its Series G Notes, had maturity dates of June 30, 2018 (the “June 30 th Notes”). On June 30, 2018, the June 30 th Notes with a principal balance of $26.4 million went into default. The Company obtained consents from the holders of such notes to initially extend the maturity date of the June 30 th Notes to July 15, 2018 and then requested and received consents to extend the maturity date to July 25, 2018. Series G Notes Payable Between April 20, 2018 and June 29, 2018, the Company issued $2,813,000 of 15% OID Senior Secured Promissory Notes due June 15, 2018 (“Series G Notes”), raising an aggregate principal amount of $2,200,000 and cancelling $50,000 of expense reimbursements payable by the Company to Mr. Moyer, Medalist Partners Harvest Master Fund, Ltd. and Medalist Partners Opportunity Master Fund A, LP, each of which Brian Herr, who was a member of the Company’s board of directors from February 2008 to February 2020, is co-portfolio manager, each participated in the Series G Notes financing. The Series G Notes had a senior priority security interest in all the personal property, fixtures and intellectual property and products of the Company. Additionally, in connection with the Series G Note financing, all of the Company’s Series F Convertible Note holders were required by the terms of the Series G Notes to subordinate their notes to the Series G Notes. As of June 15, 2018, the Company was in default on $1,725,000 of the Series G Notes. On June 28, 2018, the Company and the holders of the Series G Notes agreed to extend the maturity date of such notes from June 30, 2018 to July 15, 2018 in consideration for increasing the original issue discount of such notes from 15% to 20% and the issuance of warrants to purchase 208,350 shares of common stock. As of July 15, 2018, the Company was in default on $2,812,500 of the Series G Notes. On July 20, 2018, the Company and the holders of the Series G Notes agreed to (i) extend the maturity date of such notes from July 15, 2018 to July 25, 2018 and (ii) agreed to make the Series G Notes automatically convertible in connection with an initial public offering at a conversion price of the lesser of $4.50 or 40% of the highest price of the common stock sold in an initial public offering. In consideration for the extension of the maturity date and the agreement to make the Series G Notes automatically convertible, the Company agreed to issue warrants to purchase an additional 625,000 shares of common stock to the Series G Note holders. As a result of the agreement, the Series G Notes were reclassified from promissory notes to convertible notes payable as of the date of the agreement. The Company accrued and recognized interest expense of $562,500 for the year ended December 31, 2018. On July 25, 2018, the outstanding convertible notes automatically converted into 1,406,250 shares of common stock in connection with the Company’s IPO. In connection with the issuance of the Series G Notes, the Company issued warrants to the lender and investment bankers to purchase common shares of 833,350 and 58,334, respectively (see Note 6 – Fair Value Measurements for fair value computation). The sum of the fair value of the warrants, the BCF, the embedded conversion feature and issuance costs for the Series G Convertible Notes described above were recorded as debt discounts to be amortized to interest expense over the respective term using the effective interest method. During the year ended December 31, 2018, the Company recognized interest expense of $9,819,000 from the amortization of the debt discounts. Derivative Liability The February 2016 Note, the Series C Convertible Notes, the Series D Convertible Notes, the Series E Convertible Notes, the Series F Convertible Notes, and the Series G Notes contain an embedded conversion feature that the Company has determined is a derivative requiring bifurcation. In July 2018, the derivative liability was reclassified to additional paid-in capital as of the date of the Company’s IPO. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | 6. Fair Value Measurements The Company measures the fair value of financial instruments using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Each level of input has different levels of subjectivity and difficulty involved in determining fair value. · Level 1 – Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Therefore, determining fair value for Level 1 investments generally does not require significant judgment, and the estimation is not difficult. · Level 2 – Pricing is provided by third-party sources of market information obtained through investment advisors. The Company does not adjust for or apply any additional assumptions or estimates to the pricing information received from its advisors. · Level 3 – Inputs used to measure fair value are unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The determination of fair value for Level 3 instruments involves the most management judgment and subjectivity. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2019 and 2018 by level within the fair value hierarchy, are as follows: (in thousands) December 31, 2019 Significant Quoted prices other Significant in active observable unobservable markets inputs inputs (Level 1) (Level 2) (Level 3) Liabilities: Derivative liability $ — $ — $ 387 Warrant liability $ — $ — $ 24 (in thousands) December 31, 2018 Significant Quoted prices other Significant in active observable unobservable markets inputs inputs (Level 1) (Level 2) (Level 3) Liabilities: Warrant liability $ — $ — $ 210 There were no transfers between Level 1, 2 or 3 during the years ended December 31, 2019 or 2018. Warrant Liability The following table includes a summary of changes in fair value of the Company’s warrant liability measured at fair value using significant unobservable inputs (Level 3) for the years ended December 31, 2019 and 2018: For The Year Ended December 31, (in thousands) 2019 2018 Beginning balance $ 210 $ 1,228 Additions 18 241 Change in fair value (204) 8,051 Reclass to additional paid-in capital — (9,310) Ending balance $ 24 $ 210 The changes in fair value of the warrant liability are recorded in change in fair value of warrant liability in the consolidated statements of operations. A summary of the weighted average significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liability that is categorized within Level 3 of the fair value hierarchy as of December 31, 2019 and 2018 is as follows: As of December 31, 2019 2018 Common Stock Price $ 0.61 $ 3.42 Term (Years) 3.26 4.27 Volatility 62 % 58 % Risk-free rate of interest 1.62 % 2.58 % Dividend Yield 0.0 % 0.0 % Derivative Liability The following table includes a summary of changes in fair value of the Company’s derivative liability measured at fair value using significant unobservable inputs (Level 3) for the years ended December 31, 2019 and 2018: For The Year Ended December 31, (in thousands) 2019 2018 Beginning balance $ — $ 20,832 Additions 216 7,886 Change in fair value 171 14,294 Reclassification to equity at initial public offering — (43,012) Ending balance $ 387 $ — As of December 31, 2017, the Company measured the fair value of the derivative by estimating the fair value of the convertible notes payable at certain conversion points. To calculate the fair value of the convertible notes payable with the conversion feature, the Company calculated the present value of the convertible notes payable upon conversion at a qualifying IPO in the second quarter of 2018, and the present value of the convertible notes payable at non-qualifying IPO in the fourth quarter of 2018. The Company estimated a probability of 50% for the occurrence of a qualifying IPO in the second quarter of 2018 and a probability of 50% in the fourth quarter of 2018. The Company’s derivative liability during the period ended July 25, 2018 was measured at fair value using the Probability Weighted Expected Return valuation methodology. The weighted average significant unobservable inputs (Level 3 inputs) used in measuring the Company’s embedded conversion options during that period are as follows: For The Period Ended July 25, 2018 Common Stock Price $ 5.00 Term (Years) 0.50 Volatility 65 % Risk-free rate of interest 2.20 % Dividend Yield 0.0 % As of July 25, 2018, the date of the Company’s successful initial public offering, the Company measured the fair value of the derivative related to the convertible notes payable by estimating the fair value of the underlying shares using the offering price of $5.00. On July 25, 2018, the derivative liability was reclassified to equity upon the Company’s initial public offering. As of December 31, 2019, the Company measured the fair value of the derivative related to the convertible preferred stock by estimating the fair value of the Series A Preferred Stock as if conversion occurred on December 31, 2019. The Company calculated value of the conversion feature using the Fixed Conversion Price of the Series A Preferred Stock, as adjusted to 95% of the volume weighted average price of the common stock for the previous ten trading days and the specified floor price of $1.50. There was no change in the fair value of the derivative liability because the volume weighted average price of the common stock was below the specified floor price. |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Convertible Preferred Stock and Stockholders' Equity | |
Convertible Preferred Stock and Stockholders' Equity | 7. Convertible Preferred Stock and Stockholders’ Equity Convertible Preferred Stock On July 26, 2018, upon the closing of the IPO, all shares of convertible preferred stock then outstanding were automatically converted into 2,762,594 shares of common stock. Series A 8% Senior Convertible Preferred Stock On April 18, 2019, the Company entered into a Securities Purchase Agreement, dated as of April 18, 2019, with Ms. Walsh (the “Preferred SPA”), pursuant to which we issued 250,000 shares of our Series A Preferred Stock, par value $0.0001 per share, which shares have a stated value of $4.00 (the “Stated Value”), grant holders the same voting rights as holders of our shares of common stock, and are convertible into shares of our common stock at price of $4.00 per share, subject to a floor price of $1.50 and to adjustment under our Certificate of Designations of the Preferences, Rights and Limitations of the Series A Preferred Stock (the “Certificate of Designations”), in consideration for $1,000,000 (the “Initial Tranche”). The Series A Preferred Stock may be issued in tranches of at least $500,000 and in an aggregate of up to $5 million. In connection with the Initial Tranche, the Company also issued to Ms. Walsh a warrant to purchase 255,102 shares of our common stock. The Series A Preferred Stock contains an embedded conversion feature that the Company has determined is a derivative requiring bifurcation. The fair value of the derivative liability at the issuance of the Series A Preferred Stock was $216,000, which was recorded as a derivative liability with the offset recorded as a discount to the Series A Preferred Stock. (See Note 6 – Fair Value Measurements for the fair value computation.) The authorized, issued and outstanding shares of Series A Preferred Stock and liquidation preferences as of December 31, 2019, were as follows: Number Proceeds Number of Shares Net of Conversion of Shares Issued and Issuance Price per Liquidation Authorized Outstanding Costs Share Preference Series A 8 % Senior Convertible Preferred Stock 1,250,000 250,000 $ 920,000 $ 4.00 $ 1,056,000 The Series A Preferred Stock rights, privileges and preferences are as follows: Dividends — The holders of the Series A Preferred Stock are entitled to receive cumulative dividends at the rate per share of 8% per annum, payable on conversion. The form of the dividend payment on the Series A Preferred Stock will be determined based on the legal availability of funds for the payment and the satisfaction of the Equity Conditions (as defined in the Certificate of Designations) for the 5 consecutive trading days immediately prior to the payment date. The form of the payment, depending on the priority, may be made in cash or shares of common stock at the Company’s option. If funds are not available and the Equity Conditions have not been met, the dividends will accrue to the next payment date or accrete to the Stated Value. The Company accrued dividends of $56,000 for the year ended December 31, 2019, respectively. Liquidation Rights — In the event of any liquidation, dissolution, or winding-up of the Company, each holder of Series A Preferred Stock is entitled to receive an amount equal to the Stated Value, plus accrued and unpaid dividends and any other fees or liquidated damages before any distribution will be made to holders of junior securities. If assets are insufficient for such payment, then the entire assets will be distributed only to the holders of the Series A Preferred Stock. A fundamental or change of control transaction is not deemed a liquidation. Conversion — Each share of Series A Preferred Stock is convertible at the option of the holder into the number of shares of common stock (subject to adjustment for certain events, including dilutive issuances, stock splits, and reclassifications) determined by multiplying such number by the ratio of the Stated Value by a conversion price, which price is originally equal to $4.00 (the “Fixed Conversion Price”). However, if the closing price of the common stock is less than the Fixed Conversion Price, then the Fixed Conversion Price may be reduced to equal 95% of the lowest volume weighted average price of the common stock for the previous 10 trading days, which price shall not be less than $1.50. Notwithstanding the foregoing, unless the Company obtains stockholder approval pursuant to the rules and regulations of The Nasdaq Capital Market, the Company cannot issue shares of common stock upon conversion of the Series A Preferred Stock in the event that such issuance exceeds 19.99% of the issued and outstanding shares of the Company’s common stock as of April 18, 2019 or if such conversion is considered a “change of control” under Nasdaq rules and regulations. Voting Rights — Each holder has the right to one vote for each share of common stock into which such preferred stock could be converted. So long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without first obtaining the approval of more than 67% of the holders of Series A Preferred Stock then outstanding, voting together as a separate class (a) alter or amend the Certificate of Designations or alter or change adversely the powers, rights or preferences of the Series A Preferred Stock, including amending the Company’s certificate of incorporation or other charter documents in any manner adversely affecting the holders of the Series A Preferred Stock; (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation senior to, or otherwise pari passu with, the Series A Preferred Stock; (c) increase the total number of authorized shares of Series A Preferred Stock; or (d) enter into any agreement with respect to any of the foregoing. Redemption — The Series A Preferred Stock is not mandatorily redeemable as it does not have a set redemption date or a date after which the shares may be redeemed by the holders. However, if a Triggering Event (as defined in the Certificate of Designations) occurs, then each holder will receive 120% of the aggregate Stated Value, plus all accrued and unpaid dividends and any other fees or liquidated damages. Additionally, upon such an event, the divided rate of the Series A Preferred Stock increases to 18% per annum. A Triggering Event is defined as any (1) default on credit obligations; (2) default on payment of certain Series A Preferred Stock payments or a default under the Certificate of Designations and any related transaction document entered into in connection with the issuance of the Series A Preferred Stock; (3) bankruptcy of the Company; (4) ineligibility for listing of the Company’s common stock on a trading market; (5) change of control or fundamental transaction entered into by the Company, or other transaction entered into by the Company where more than 51% of the Company’s assets are sold; (6) failure of the Company to perform certain regulatory reporting; (7) failure to timely deliver certificates representing shares of common stock upon conversion of the shares of Series A Preferred Stock; (8) failure of the Company to maintain a sufficient number of reserved shares pursuant to the Preferred SPA; and (9) judgment is entered or filed against the Company or its subsidiaries in excess of an aggregate of $100,000 or the Company or any of its subsidiaries experiences a loss of property in excess of an aggregate of $100,000. The Company has elected not to adjust the carrying values of the Series A Preferred Stock to the liquidation preferences of such shares because it is uncertain whether or when an event would occur that would obligate the Company to pay the liquidation preferences to holders of shares and at the balance sheet date, these circumstances were not probable. Subsequent adjustments to the carrying values of the liquidation preferences will be made only when it becomes probable that such a liquidation event will occur. Rights Upon a Subsequent Financing — So long as holders of shares of Series A Preferred Stock hold such shares with an aggregate Stated Value equal to or exceeding $250,000, upon any issuance of shares of our common stock, Common Stock Equivalents (as defined in the Preferred SPA), conventional debt or a combination of such securities and/or debt (a “Subsequent Financing”), unless the proposed terms of a Subsequent Financing shall have first been delivered to such holders in reasonable detail and such holders have first been granted the option to purchase such securities pursuant to such terms, such holders have the right to purchase all, and no less than all, of the securities offered to investors in a Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. In addition, so long as holders of shares of Series A Preferred Stock hold such shares with an aggregate Stated Value equal to or exceeding $500,000, if we effect a Subsequent Financing, such holders have a right to tender shares of Series A Preferred Stock for the securities offered pursuant to a Subsequent Financing. Subsequent Equity Sales — In the event that we or any of our subsidiaries issue additional shares of common stock and/or common stock equivalents in connection with a financing pursuant to which the effective price per share for such securities is less than the then conversion price of the Series A Preferred Stock, then subject to certain exceptions set forth in the Certificate of Designations, such conversion price will be reduced to such the effective price of such issued securities. Common Stock On January 30, 2018, the Company’s Board of Directors approved the establishment of the Company’s 2018 Long-Term Stock Incentive Plan (the “LTIP”) and termination of its Carve-Out Plan (the “Plan”). Under the LTIP, the aggregate maximum number of shares of common stock (including shares underlying options) that may be issued under the LTIP pursuant to awards of restricted shares or options will be limited to 15% of the outstanding shares of common stock, which calculation shall be made on the first (1st) business day of each new fiscal year; provided that for fiscal year 2018, upon approval of the LTIP by the Company’s shareholders, up to 300,000 shares of common stock will initially be available for participants under the LTIP. Thereafter, the 15% evergreen provision shall govern the LTIP. In connection with the termination of the Plan, on January 31, 2018, the Company issued to its employees and directors 1,284,470 and 153,126, shares of restricted common stock (“January 2018 Restricted Stock Grant”), respectively. Such shares of restricted common stock were granted outside the LTIP’s first year share availability pool, are fully vested, and will be released to the employees and directors in three tranches at the rate of 33.4%, 33.3% and 33.3% on September 1, 2018, March 1, 2019 and September 1, 2019, respectively. In the event an employee resigns prior to the date when all such shares have been released, the shares will be released at the rate of 16.5% every six months, until 100% of such shares are released. In the event that a director resigns prior to the date when all such shares have been released, the shares will be released in three tranches at the rate of 33.4%, 33.3% and 33.3% six months from the dates such shares were originally due to be released. The LTIP and January 2018 Restricted Stock Grant were approved by a majority of the Company’s stockholders on January 31, 2018. In connection with the January 2018 Restricted Stock Grant, the Company recorded stock-based compensation expense of $2,156,394 for the year ended December 31, 2018. On September 1, 2018, the Company released its first tranche of restricted shares under the January 2018 Restricted Stock Grant. The majority of the restricted stock that were released were net-share settled such that the Company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were based on the value of the restricted stock on their release date as determined by our closing stock price. These net-share settlements had the effect of share repurchases as they reduced and retired the number of shares that would have otherwise been issued as a result of the release and did not represent an expense to us. For the year ended December 31, 2018, 473,091 shares of restricted stock were released with an intrinsic value of approximately $2.3 million. Of the restricted stock released, 123,255 shares were forfeited and we withheld 92,555 shares to satisfy approximately $499,000 of employees’ minimum tax obligation on the released restricted stock. As of December 31, 2018, there were 964,505 shares of restricted stock remaining under the January 2018 Restricted Stock Grant, 929,264 of such shares were to be released in two equal tranches on March 1, 2019 and September 1, 2019, with an additional 35,241 shares to be released to a terminated employee in five equal tranches over the next 26 months. On March 1, 2019 and September 1, 2019, the Company released its second and third tranches, respectively, of restricted shares under the January 2018 Restricted Stock Grant. A portion of the restricted stock that was released was net-share settled such that the Company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were based on the value of the restricted stock on their release date as determined by our closing stock price. These net-share settlements had the effect of share repurchases as they reduced and retired the number of shares that would have otherwise been issued as a result of the release and did not represent an expense to us. For the year ended December 31, 2019, 943,373 shares of restricted stock were released with an intrinsic value of approximately $1.5 million. Of the restricted stock released, 362,824 shares were forfeited and we withheld 46,422 shares to satisfy approximately $87,000 of employees’ minimum tax obligation on the released restricted stock. As of December 31, 2019, there were 21,132 shares of restricted stock remaining under the January 2018 Restricted Stock Grant to be released to a terminated employee in three equal tranches over the next 14 months. On February 28, 2018, in connection with the extension of the maturity date of the Series C Convertible Note to August 28, 2018, the Company issued 327 shares of its common stock to the note holder. The Company recorded nominal interest expense for the year ended December 31, 2018. During July, August and September 2018, the Company issued 94,160 shares of restricted common stock to vendors in return for website and investor relations services. The Company recorded an operating expense of $437,517 for the services. On January 4, 2019, the Company awarded 400,000 deferred shares to Michael Howse, a member of the Company’s board of directors, in connection with a Deferred Shares Agreement under the LTIP. The shares vest immediately prior to a significant change in ownership, defined as a Fundamental Transaction in the agreement. In light of this performance vesting condition, the Company has not recorded any stock-based compensation expense for the issuance of these shares during the year ended December 31, 2019. On September 9, 2019, the Company agreed to issue 150,000 shares of restricted common stock to George Oliva, the Company’s new Chief Financial Officer, as an inducement grant. Such shares were issued outside the Company’s LTIP. Such shares shall be subject to annual vesting over a period of four years beginning September 1, 2019. The Company will record stock-based compensation expense over the vesting period. The Company recorded stock-based compensation expense of $12,000 for the year ended December 31, 2019 relating to this grant. During the year ended December 31, 2019, the Company issued 172,780 restricted common shares, respectively, in exchange for services. The Company recorded an operating expense of $246,000 for the year ended December 31, 2019. During the year ended December 31, 2019, the Company issued 792,906 restricted common shares to employees, board members and consultants under the Company’s LTIP. Such shares shall subject to annual vesting over a period of three years beginning September 1, 2019. The Company will record stock-based compensation expense over the vesting period. The Company recorded stock compensation expense of $93,000 for the year ended December 31, 2019 relating to this grant. As of December 31, 2019, 942,906 restricted common shares at a weighted average grant date fair value price of $0.98 remained subject to vesting. In addition, $816,000 of unrecognized compensation expense related to the unvested restricted common shares will be recognized over the remaining weighted average period of 2.87 years. Warrants for Common Shares The Company has issued warrants to purchase common shares to employees and consultants as compensation for services rendered, as well as, in conjunction with the purchase of common shares in equity and debt transactions. A summary of the warrant activity and related information for the years ended December 31, 2019 and 2018 is provided as follows. In connection with the Series F Convertible Notes, the Company issued warrants to purchase 1,174,447 common units at an exercise price of $5.40 per unit with a five-year term. The grant date fair value of the warrants was $300,000 which was recorded as debt discount with the offset recorded to common units on the consolidated balance sheet. The fair value of the warrants was determined using the Black-Scholes Model based on the following weighted average assumptions: common unit price on date of grant $1.50, expected dividend yield 0%, expected volatility 57%, risk-free interest rate 2.14% and expected life of 5 years. In connection with the Series F Convertible Notes, the Company issued warrants to investment bankers to purchase 200,001 common units at an exercise price of $5.40 per unit with a five-year term. The grant date fair value of the warrants was $60,000 which was recorded as debt discount with the offset recorded to common units on the consolidated balance sheet. The fair value of the warrants was determined using the Black-Scholes Model based on the following weighted average assumptions: common unit price on date of grant $1.50, expected dividend yield 0%, expected volatility 57%, risk-free interest rate 1.9% and expected life of 5 years. In connection with the Series F Convertible Notes, the Company recognized the fair value of the warrants as a component of stockholders’ deficit. In connection with the Series F Convertible Notes issued during 2018, the Company issued warrants to purchase 25,000 common shares at an exercise price of $5.40 per share with a five-year term. The grant date fair value of the warrants was $44,000 which was recorded as debt discount with the offset recorded to additional paid-in capital on the consolidated balance sheet. The fair value of the warrants was determined using the Black-Scholes Model based on the following weighted average assumptions: common share price on date of grant $4.03, expected dividend yield 0%, expected volatility 57%, risk-free interest rate 2.82% and expected life of 5 years. In connection with the Series F Convertible Notes issued during 2018, the Company issued warrants to investment bankers to purchase 3,222 common shares at an exercise price of $5.40 per share with a five-year term. The grant date fair value of the warrants was $5,700 which was recorded as debt discount with the offset recorded to additional paid-in capital on the consolidated balance sheet. The fair value of the warrants was determined using the Black-Scholes Model based on the following weighted average assumptions: common share price on date of grant $4.03, expected dividend yield 0%, expected volatility 57%, risk-free interest rate 2.82% and expected life of 5 years. In connection with the Series G Notes issued during 2018, the Company issued warrants to purchase 208,350 common shares at an exercise price of $5.40 per share with a five-year term. The grant date fair value of the warrants was $366,000 which was recorded as debt discount with the offset recorded to additional paid-in capital on the consolidated balance sheet. The fair value of the warrants was determined using the Black-Scholes Model based on the following weighted average assumptions: common share price on date of grant $4.03, expected dividend yield 0%, expected volatility 57%, risk-free interest rate 2.81% and expected life of 5 years. In connection with the Series G Notes issued during 2018, the Company issued warrants to investment bankers to purchase 58,334 common shares at an exercise price of $5.40 per share with a five-year term. The grant date fair value of the warrants was $102,000 which was recorded as debt discount with the offset recorded to additional paid-in capital on the consolidated balance sheet. The fair value of the warrants was determined using the Black-Scholes Model based on the following weighted average assumptions: common share price on date of grant $4.03, expected dividend yield 0%, expected volatility 57%, risk-free interest rate 2.82% and expected life of 5 years. In April 2018, the Company granted warrants to purchase up to 275,000 shares of common stock to Mr. Michael Howse, a member of the Company’s Board of Directors in connection with a consulting agreement. The warrants have an exercise price of $2.00 per share and warrants to purchase up to 110,000 shares of common stock vest over nine months. The remaining warrants vest upon certain performance milestones. The Company amended the warrants as of December 27, 2018 to remove certain price protection provisions and to include the determination of the number of warrants to be outstanding if a fundamental transaction occurs. All of the warrants immediately vest upon a change of control. The fair value of the vested warrants was $220,909 which was recorded as consulting expense with the offset recorded to warrant liability. The fair value of the warrants was estimated using the Black-Scholes Model based on the following weighted average assumptions: common share price on date of grant $3.25, expected dividend yield 0%, expected volatility 58%, risk-free interest rate 2.58% and expected life of 4.27 years. In December 2019, the performance milestones were achieved and 165,000 warrants vested at that time. The fair value of the warrants was estimated using the Black-Scholes Model based on the following weighted average assumptions: common share price on date of grant $0.60, expected dividend yield 0%, expected volatility 62%, risk-free interest rate 1.67% and expected life of 3.30 years. The fair value of the vested warrants was $14,000 which was recorded as consulting expense with the offset recorded to warrant liability. As of December 31, 2019 and 2018, warrants of 275,000 and 97,778, respectively, were vested. In connection with a settlement agreement entered into in July 2018 with the original holder of the Series E Convertible Note, the Company issued a warrant to purchase 487,864 common shares at an exercise price of $3.00 per share with a five-year term. The grant date fair value of the warrant was $1,590,095 which was recorded as interest expense with the offset recorded to additional paid-in capital on the consolidated balance sheet. The fair value of the warrant was determined using the Black-Scholes Model based on the following weighted average assumptions: common share price on date of grant $5.00, expected dividend yield 0%, expected volatility 59%, risk-free interest rate 2.82% and expected life of 5 years. In connection with the Series G Notes amendment, the Company issued warrants to purchase 625,000 common shares at an exercise price of $4.50 per share with a five-year term. The grant date fair value of the warrants was $1,253,125 which was recorded as debt discount with the offset recorded to additional paid-in capital on the consolidated balance sheet. The fair value of the warrants was determined using the Black-Scholes Model based on the following weighted average assumptions: common share price on date of grant $4.03, expected dividend yield 0%, expected volatility 59%, risk-free interest rate 2.77% and expected life of 5 years. In August 2018, as payment for investor relations services, the Company issued a warrant to purchase 50,000 common shares at an exercise price of $4.00 per share with a three-year term to a vendor. The grant date fair value of the warrant was $135,000 which was recorded as consulting expense with the offset recorded to additional paid-in capital on the consolidated balance sheet. The fair value of the warrant was determined using the Black-Scholes Model based on the following weighted average assumptions: common share price on date of grant $4.30, expected dividend yield 0%, expected volatility 60%, risk-free interest rate 2.88% and expected life of 3 years. On July 25, 2018, as part of the agreement with the investment bankers in connection with the initial public offering, the Company issued warrants to purchase 72,000 common shares at an exercise price of $6.25 per share with a five-year term. The grant date fair value of the warrants was $169,000 which was recorded as issuance costs in additional paid-in capital with the offset also recorded to additional paid-in capital on the consolidated balance sheet. The fair value of the warrants was determined using the Black-Scholes Model based on the following weighted average assumptions: common share price on date of grant $5.00, expected dividend yield 0%, expected volatility 59%, risk-free interest rate 2.86% and expected life of 5 years. On October 30, 2018, the Company issued a warrant to purchase 40,000 shares of common stock at an exercise price of $4.95 per share with a five-year term to a consultant pursuant to a consulting agreement in consideration for providing certain media agent services to the Company for a period of twelve months. The grant date fair value of the warrant was $104,400 which was recorded as consulting expense with the offset recorded to additional paid-in capital on the consolidated balance sheet. The fair value of the warrant was determined using the Black-Scholes Model based on the following weighted average assumptions: common share price on date of grant $4.95, expected dividend yield 0%, expected volatility 59%, risk-free interest rate 2.94% and expected life of 5 years. In connection with the Series G Notes amendment, entered into during the three months ended September 30, 2018, the Company issued warrants to purchase 625,000 common shares at an exercise price of $4.50 per share with a five-year term. The grant date fair value of the warrants was $2,506,250 which was recorded as debt discount with the offset recorded to additional paid-in capital on the consolidated balance sheet. The fair value of the warrants was determined using the Black-Scholes Model based on the following weighted average assumptions: common share price on date of grant $4.03, expected dividend yield 0%, expected volatility 59%, risk- free interest rate 2.77% and expected life of 5 years. In April 2019, the Company granted a warrant to purchase up to 225,102 shares of common stock to Ms. Walsh, holder of Series A Preferred Stock. The warrant has an exercise price of $1.98 per share and are fully vested. The fair value of the warrant at issuance was $216,000. The fair value of the warrant was estimated using the Black-Scholes Model based on the following weighted average assumptions: common share price on date of grant $2.08, expected dividend yield 0%, expected volatility 59%, risk-free interest rate 2.38% and expected life of 5 years. The Company determined the relative fair value of the warrant and the related Series A Preferred Stock, and recorded the warrant at $200,000, with the offset recorded to additional paid-in capital. In April 2019, the Company agreed to grant a warrant to purchase up to 40,816 shares of common stock to Alexander Capital, L.P. in connection with the issuance of the Series A Preferred Stock. The warrant has an exercise price of $2.18 per share and are fully vested but not exercisable until October 2019. The fair value of the warrant at issuance was $43,000. The fair value of the warrant was estimated using the Black-Scholes Model based on the following weighted average assumptions: common share price on date of grant $2.08, expected dividend yield 0%, expected volatility 59%, risk-free interest rate 2.38% and expected life of 5.0 years. The fair value was recorded as a cost of issuance of the Series A Preferred Stock, with the offset to additional paid-in capital. In May 2019, the Company agreed to grant a warrant to purchase up to 122,272 shares of common stock to Alexander Capital, L.P. in connection with the Public Offering. The warrant has an exercise price of $1.66 per share and are fully vested but not exercisable until May 2020. The fair value of the warrant at issuance was $70,000. The fair value of the warrant was estimated using the Black-Scholes Model based on the following weighted average assumptions: common share price on date of grant $1.36, expected dividend yield 0%, expected volatility 60%, risk-free interest rate 2.18% and expected life of 4.0 years. The fair value was recorded as a cost of issuance of the common stock, with the offset to additional paid-in capital. In July 2019, the Company granted a warrant to purchase up to 40,000 shares of common stock to Lippert/Heishorn Associates Inc. The warrant has an exercise price of $1.24 per share and are fully vested. The fair value of the warrant at issuance was $23,000. The fair value of the warrant was estimated using the Black-Scholes Model based on the following weighted average assumptions: common share price on date of grant $1.16, expected dividend yield 0%, expected volatility 58%, risk-free interest rate 1.88% and expected life of 5.0 years. The fair value was recorded as professional services with the offset to additional paid-in capital. In August 2019, the Company granted warrants to purchase up to 50,000 shares of common stock to DFC Advisory Services, LLC. The warrants have an exercise price of $1.31 per share and are fully vested. The fair value of the warrants at issuance was $23,000. The fair value of the warrants was estimated using the Black-Scholes Model based on the following weighted average assumptions: common share price on date of grant $1.01, expected dividend yield 0%, expected volatility 58%, risk-free interest rate 1.51% and expected life of 5.0 years. The fair value was recorded as professional services with the offset to additional paid-in capital. Warrant Amendment and Exercise Agreements Between September 25, 2019 and October 8, 2019, the Company and certain holders (each a “Holder” and collectively, the “Holders”) of the Company’s common stock purchase warrants, with exercise prices between $3.00 and $5.40 (collectively, the “Original Warrants”), including the Company’s Series D common stock purchase warrants, Series F common stock purchase warrants (the “Series F Warrants”) and Series G common stock purchase warrants (the “Series G Warrants”), entered into Warrant Amendment and Exercise Agreements (the “Warrant Amendment Agreements”), pursuant to which the Company agreed to reduce the exercise price of each Original Warrant to $0.80 (the “Reduced Exercise Price”), and for each Original Warrant exercised by a Holder at the Reduced Exercise Price, the Company agreed to reduce the exercise price of Original Warrants to purchase up to an equivalent number of shares of common stock (the “Amended Warrants”) to $0.79 (the “Amended Exercise Price”). The Company entered into Warrant Amendment Agreements with 32 Holders, under which Original Warrants were exercised for a total of 1,128,381 shares of common stock and the Company received gross proceeds of $903,000. The net proceeds to the Company, after commissions and legal expenses, were approximately $840,000. Remaining Original Warrants for 1,381,403 shares of common stock had their exercise price adjusted to the Amended Exercise Price of $0.79. A modification to the price of a warrant is treated as an exchange of the original warrant for a new warrant. The calculation |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Income Taxes | 8. Income Taxes On December 31, 2017, the Company converted from a limited liability company and became a taxable entity (“C Corporation”). The domestic and foreign components of loss before provision for income taxes for the years ended December 31, 2019 and 2018 were as follows: (in thousands) 2019 2018 Domestic $ (12,028) $ (67,327) Foreign (2) (22) Loss before provision for income taxes $ (12,030) $ (67,349) The following represent components of the income tax expense for the years ended December 31, 2019 and 2018: Year Ended Year Ended December 31, December 31, (in thousands) 2019 2018 Current: Federal $ — $ — State 8 8 Foreign — — Total current provision for income taxes 8 8 Deferred: Federal — — State — — Foreign — — Total deferred provision for income taxes — — Total $ 8 $ 8 Tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets at December 31, 2019 and 2018 are presented below: Year Ended Year Ended December 31, December 31, (in thousands) 2019 2018 Deferred tax assets: Net operating loss $ 7,170 $ 4,894 Accruals and reserves 80 64 Amortization of intangible assets 1,983 1,747 Other 206 115 Gross deferred tax assets 9,439 6,820 Valuation allowance (9,382) (6,783) Total deferred tax assets 57 37 Deferred tax liabilities: Prepaid expenses (57) (37) Total deferred tax liabilities (57) (37) Net deferred tax assets $ — $ — The Company’s accounting for deferred taxes involves the evaluation of a number of factors concerning the realizability of the Company’s net deferred tax assets. The Company primarily considered such factors as the Company’s history of operating losses; the nature of the Company’s deferred tax assets and the timing, likelihood and amount, if any, of future taxable income during the periods in which those temporary differences and carryforwards become deductible. At present, the Company does not believe that it is “more-likely-than-not” that the deferred tax assets will be realized; accordingly, a full valuation allowance was maintained, and no deferred tax assets were shown in the accompanying consolidated balance sheets. The valuation allowance increased by $2,599,000 and decreased by $7,096,000 during the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019, the Company had federal net operating loss carryforwards of $25,598,000. The federal net operating loss carryforwards will carryforward indefinitely but are subject to the 80% taxable income limitation. As of December 31, 2019, the Company had state net operating loss carryforwards of $25,589,000, which will begin to expire in 2038. As of December 31, 2019, the Company had foreign net operating loss carryforwards of $24,000, which will begin to expire in 2027. Utilization of the Company’s net operating losses and credit carryforwards may be subject to annual limitations in the event of a Section 382 ownership change. Such future limitations could result in the expiration of net operating losses and credit carryforwards before utilization as a result of such an ownership change. Provision for income taxes for the years ended December 31, 2019 and 2018 differed from the amounts computed by applying the statutory federal income tax rate of 21% to loss before provision for income taxes as a result of the following: Year Ended December 31, (in thousands) 2019 2018 Effective tax rate reconciliation: Income tax provision at statutory rate 21.0 % 21.0 % State taxes, net of federal benefit (0.1) — Other permanent differences (1.2) (13.9) Change in valuation allowance (19.7) (7.1) Total income tax benefit (expense) — % — % Tax positions are evaluated in a two-step process. The Company first determines whether it is “more-likely-than-not” that a tax position will be sustained upon examination. If a tax position meets the “more-likely-than-not” recognition threshold it is then measured to determine the amount of benefit to recognize in the consolidated financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The aggregate changes in the balance of gross unrecognized tax benefits, which excludes interest and penalties, for the years ended December 31, 2019 and 2018 is zero. The Company has not incurred any material tax interest or penalties as of December 31, 2019. The Company does not anticipate any significant change within 12 months of this reporting date of its uncertain tax positions. The Company is subject to taxation in the United States, Japan, and various state jurisdictions. There are no ongoing examinations by taxing authorities at this time. The Company’s various tax years 2013 through 2019 remain open for examination by various taxing jurisdictions. The Company recognizes interest and penalties related to uncertain tax positions in the provision for income taxes. As of December 31, 2019 and 2018, the Company has not accrued any penalties or interest related to uncertain tax positions. The Company intends to indefinitely reinvest the Japan earnings outside of the U.S. as of December 31, 2019. Thus, deferred taxes are not provided in the U.S. for unremitted earnings in Japan. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | 9. Commitments and Contingencies Operating Leases The Company rents its Beaverton, Oregon office under an operating lease, which was set to expire in October 2018. In July 2018, the Company extended its lease through October 31, 2020. Under the terms of the lease, the Company is responsible for taxes, insurance and maintenance expense. The Company recognizes rent expense on a straight-line basis over the lease period. Rent expense for the years ended December 31, 2019 and 2018 was $378,000 and $349,000, respectively. Future annual minimum lease payments under the non-cancelable operating lease as of December 31, 2019 is $304,000 for the year ending December 31, 2020 . Other Commitments From 2011 to January 30, 2018, employees, consultants, and directors of the Company were entitled to participate in the Plan at the discretion of the Company’s Board of Directors. Each Plan participant was awarded points which entitled the participant to a portion of the proceeds payable to the Company and/or its members upon a sale of the Company. The proceeds payable to a Plan participant were to equal an amount determined in accordance with the following formula: number of points held by participant, divided by total points outstanding, multiplied by 18% of Net Sale Price. For this purpose, “Net Sale Price” equaled the aggregate amount payable to the Company and/or its members in connection with a sale of the Company, less all amounts payable to creditors of the Company. Awards payable to Plan participants were senior to any amounts payable to members of the Company. As of December 31, 2017, the Company had not recorded a liability relating to the Plan, as any amounts payable under the Plan would be recognized as compensation expense in the consolidated statement of operations during the period that the Company would have become obligated to make such payments. On January 30, 2018, the Company’s Board of Directors terminated the Plan and adopted the LTIP. (See Note 7 – Convertible Preferred Stock and Stockholders’ Equity (Deficit)). Contingencies In the normal course of business, the Company may become involved in legal proceedings. The Company will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of a possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a materially adverse effect on the Company’s consolidated financial statements. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Intangible Assets | |
Intangible Assets | 10. Intangible Assets Trademarks are being amortized on a straight line basis over their respective estimated useful life of 36 months. December 31, 2019 Estimated Useful Life (in Gross Carrying Accumulated Net Carrying Years) Amount Amortization Amount Trademarks 3 $ 100,000 $ 72,000 $ 28,000 December 31, 2018 Estimated Useful Life (in Gross Carrying Accumulated Net Carrying Years) Amount Amortization Amount Trademarks 3 $ 100,000 $ 39,000 $ 61,000 The estimated future amortization expense of acquisition-related intangible assets subject to amortization as of December 31, 2019 is $28,000 for the year ending December 31, 2020. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2019 | |
Related Parties | |
Related Parties | 11. Related Parties Brett Moyer Mr. Moyer has served as the Company’s President, Chief Executive Officer and a board member since the Company’s founding in August 2010. Effective February 28, 2018, Mr. Moyer agreed to extend the maturity date of his Series D Convertible Note to June 30, 2018, which was later amended to extend the maturity date to July 25, 2018. In connection with the maturity date extension, Mr. Moyer received a warrant to purchase 9,058 shares of common stock at an exercise price of $5.40 and which accrued an additional 10% interest on the first day of every month, beginning March 1, 2018, so long as such Series D Convertible Note remains outstanding. In April 2018, the Company issued Mr. Moyer a $63,000 Series G Note, initially due June 15, 2018, in consideration for $50,000 of expenses incurred by Mr. Moyer. In June 2018, in consideration for extending the maturity date of the Series G Note to July 15, 2018, Mr. Moyer was granted a warrant to purchase 4,630 shares of common stock at an exercise price equal to the lesser of (i) $4.50 or (ii) the price per share of common stock sold in the Company’s IPO, multiplied by 60%. In July 2018, in consideration for the extension of the Series G Note maturity date to July 25, 2018 and the agreement to make the Series G Note automatically convertible, Mr. Moyer was granted a warrant to purchase 13,889 shares of common stock at an exercise price equal to the lesser of (i) $4.50 or (ii) the price per share of common stock sold in the Company’s IPO, multiplied by 60%. On July 25, 2018, in connection with the Company’s IPO, $537,000 of principal under convertible promissory notes, and all accrued interest, was automatically converted into a total of 157,881 shares of common stock and the warrants issued in connection with the Series G Notes had their exercise price adjusted to $3.00. On October 7, 2019, Mr. Moyer entered into a Warrant Amendment Agreement and Settlement Agreement with the Company, as discussed in Note 7 - Warrant Amendment and Exercise Agreements. Mr. Moyer exercised Original Warrants for a total of 9,058 shares of common stock and the Company received proceeds of $7,246. On November 6, 2019, Mr. Moyer entered into a Settlement Agreement with the Company, pursuant to which the Company issued Mr. Moyer 1,294 additional shares of common stock. As of December 31, 2019 and 2018, Mr. Moyer was owed $0 of principal under convertible promissory notes and owned 1.9% and 1.5% of the outstanding shares of the Company’s common stock respectively. Gary Williams Mr. Williams has served as the Company’s Chief Accounting Officer since September 2019, as the Company’s VP of Finance since August 2010 and previously served as the Company’s Chief Financial Officer from August 2010 to September 2019. On October 7, 2019, Mr. Williams entered into a Warrant Amendment Agreement and Settlement Agreement with the Company, as discussed in Note 7 - Warrant Amendment and Exercise Agreements. Mr. Williams exercised Original Warrants for a total of 3,578 shares of common stock and the Company received proceeds of $2,862. On November 3, 2019, Mr. Williams entered in a Settlement Agreement with the Company, pursuant to which the Company issued Mr. Williams 512 additional shares of common stock. As of December 31, 2019, Mr. Williams owned less than 1% of the outstanding shares of the Company’s common stock. Michael Fazio Mr. Fazio is the chairman of MARCorp Financial LLC, a private equity firm located in Illinois. Mr. Fazio served as a member of the Company’s board of directors from May 2017 to June 2019. On May 17, 2017, the Company entered into a securities purchase agreement with MARCorp Signal, LLC, pursuant to which the Company borrowed a total of $5,000,000 from MARCorp Signal, LLC in consideration for the Series E Convertible Note. MARCorp Signal, LLC is a wholly-owned subsidiary of MARCorp Financial LLC. In connection with such borrowings, MARCorp Signal, LLC was issued a warrant to purchase 2,614,381 of the Company’s common units, which warrant was exercisable at $4.50 per unit and had a five-year life. On November 30, 2017, MARCorp Signal, LLC’s Series E Convertible Note was repaid by the Company in full. Pursuant to a settlement agreement that the Company entered into with MARCorp Signal, LLC on July 25, 2018, a warrant to purchase an aggregate of 487,864 shares of common stock was issued to MARCorp Signal, LLC, and following the Company’s IPO, the exercise price of the warrants issued in connection with the Series E Convertible Note became $3.00. On June 19, 2019, Mr. Fazio notified the Company of his decision to resign from the Company's board of directors effective June 19, 2019. Mr. Fazio resigned to focus on managing MARCorp Financial LLC and not due to any disagreement between the Company and Mr. Fazio, or any matter related to the Company s operations, policies or practices. As of December 31, 2019 and 2018, Mr. Fazio was owed $0 of principal under convertible promissory notes. Jonathan Gazdak Mr. Gazdak is Managing Director – Head of Investment Banking for Alexander Capital, L.P., an investment banking firm based in New York. Mr. Gazdak has been a member of the Company’s board of directors since September 2015. Alexander Capital, L.P. has acted as the lead investment bank in a number of the Company’s private financings. Effective February 28, 2018, Mr. Gazdak agreed to extend the maturity date of his Series D Convertible Note to June 30, 2018, which was later amended to extend the maturity date to July 25, 2018. In connection with the maturity date extension, Mr. Gazdak received a warrant to purchase 1,569 shares of common stock at an exercise price of $5.40 and accrued an additional 10% interest on the first day of every month, beginning March 1, 2018, so long as such Series D Convertible Note remains outstanding. On July 25, 2018, in connection with the Company’s IPO, $21,000 of principal under convertible promissory notes, and all accrued interest, were automatically converted into a total of 5,647 shares of common stock. On October 7, 2019, Mr. Gazdak entered into a Warrant Amendment Agreement and Settlement Agreement with the Company, as discussed in Note 7 - Warrant Amendment and Exercise Agreements. Mr. Gazdak exercised Original Warrants for a total of 3,138 shares of common stock and the Company received proceeds of $2,510. On November 6, 2019, Mr. Gazdak entered into a Settlement Agreement with the Company, pursuant to which the Company issued Mr. Gazdak 449 additional shares of common stock. As of December 31, 2019 and 2018, Mr. Gazdak was owed $0 of principal under convertible promissory notes and owned less than 1% of the outstanding shares of the Company's common stock. The Company signed an engagement letter with Alexander Capital, L.P. in August of 2014 ("August 2014 Engagement Letter"), under which Alexander Capital, L.P. earned a fee on total investments by its clients. Alexander Capital, L.P. earned fees of $321,000 for the year ended December 31, 2018, respectively, under the August 2014 Engagement Letter. As of December 31, 2019, Alexander Capital, L.P. has been issued warrants to purchase a total of 588,391 shares of common stock, exercisable at prices between $3.30 and $5.40 per share and for five years from the date of issuance, under the August 2014 Engagement Letter. The August 2014 Engagement Letter was terminated upon the completion of the IPO. Pursuant to the underwriting agreement entered into between the Company and Alexander Capital, L.P. in connection with the IPO (the “Underwriting Agreement”), Alexander Capital, L.P. was paid a cash fee of $900,000, as well as a non-accountable expense allowance of $120,000 and reimbursements of $100,000. Pursuant to the Underwriting Agreement, we issued Alexander Capital, L.P. warrants to purchase 72,000 shares of common stock. Such warrants are fully vested, exercisable at a per share price of $6.25 and are exercisable at any time during the five-year period commencing 180 days from the effective date of the IPO, which period shall not exceed five years from such effective date. The Company signed an engagement letter with Alexander Capital, L.P. on April 4, 2019 ("April 4, 2019 Engagement Letter"), under which Alexander Capital, L.P. earns a fee on total investments by its clients. In connection with the issuance of the initial tranche of the Series A Preferred Stock, Alexander Capital, L.P. earned fees of $80,000 and was issued a warrant to purchase a total of 40,816 shares of common stock at an exercise price of $2.18 per share. The warrant is fully vested and exercisable after October 18, 2019 through April 18, 2024. On April 17, 2019, the Company entered into an underwriting agreement with Alexander Capital, L.P. in connection with an offering by the Company of 4,075,726 shares of common stock, pursuant to which Alexander Capital, L.P. was paid cash fees of $406,554 as well as a non-accountable expense allowance of $54,207 and reimbursements of $100,000 and pursuant to which the Company agreed to issue a warrant to purchase 122,272 shares of common stock. Such warrant is exercisable at a per share price of $1.66. The warrant is fully vested and exercisable after May 21, 2020 through May 21, 2024. On October 16, 2019, the Company entered into another underwriting agreement with Alexander Capital, L.P. in connection with an offering by the Company of up to an aggregate of 2,500,000 shares of common stock, pursuant to which Alexander Capital, L.P. was paid cash fees of $131,250 as well as a non-accountable expense allowance of $17,500 and reimbursements of $43,750 and pursuant to which the Company agreed to issue a warrant to purchase 75,000 shares of common stock. Such warrant is exercisable at a per share price of $0.875. The warrant is fully vested and exercisable after October 16, 2020 through October 16, 2024. In connection with the Company’s entry in the Warrant Amendment Agreements, Alexander Capital, L.P. was paid a cash fee of $51,374. Brian Herr Mr. Herr has been a member of the Company’s board of directors since February 2018. Mr. Herr is Chief Investment Officer and Co-Head of Structured Credit and Asset Finance for the Medalist Partners platform (f/k/a Candlewood Structured Strategy Funds) and serves as a co-portfolio manager for the Medalist Partners Harvest Master Fund, Ltd. and Medalist Partners Opportunity Master Fund A, LP (collectively, the “Medalist Funds”). Mr. Herr was granted a seat on the Company’s board of directors pursuant to a securities purchase agreement, dated as of November 30, 2017, between the Company and the Medalist Funds, pursuant to which the Company also issued to the Medalist Funds an aggregate of $2,000,000 Series F Convertible Notes, due June 30, 2018, which was later amended to extend the maturity date to July 25, 2018, and warrants to purchase an aggregate of 222,222 shares of our common stock. In addition, between April 20, 2018 and June 29, 2018, the Company issued an aggregate of $2,438,000 of Series G Notes due July 15, 2018, as amended to the Medalist Funds and warrants to purchase an aggregate of 180,570 shares of our common stock. In July 2018, in consideration for the extension of the Series G Note maturity date to July 25, 2018 and the agreement to make the Series G Note automatically convertible, the Medalist Funds were granted a warrant to purchase 541,666 shares of common stock at an exercise price equal to the lesser of (i) $4.50 or (ii) the price per share of common stock sold in the Company’s IPO, multiplied by 60%. On July 25, 2018, in connection with the Company’s IPO, $3,950,000 of principal under convertible promissory notes, and all accrued interest, were automatically converted into a total of 1,950,348 shares of common stock and the exercise price of the warrants issued in connection with the Series G Notes became $3.00. In addition, on October 8, 2019, each of the Medalist Funds entered into a Warrant Amendment Agreement with the Company, as discussed in Note 7 - Warrant Amendment and Exercise Agreements. The Medalist Funds exercised Original Warrants, in aggregate, a total of 57,868 shares of common stock and the Company received proceeds of $46,294. Pursuant to Warrant Amendment Agreements that were entered into with each of the Medalist Funds, with respect to the Series F Warrants and Series G Warrants, if the exercise of an Original Warrant at the Reduced Exercise Price would cause each of the Medalist Funds to exceed the Beneficial Ownership Limitation, in lieu of receiving such number of shares of common stock in excess of the Beneficial Ownership Limitation, the Company will only issue such number of shares of common stock to each of the Medalist Funds as would not cause each of the Medalist Funds to exceed the maximum number of shares of common stock permitted under the Beneficial Ownership Limitation, and each of the Medalist Funds shall be issued, at an exercise price equal to the Reduced Exercise Price less $0.79 per share, pre-funded common stock purchase warrants covering such number of shares of common stock as would otherwise have been in excess of the Beneficial Ownership Limitation (the “Pre-Funded Warrants”). In connection with such exercises, the Medalist Funds were issued Pre-Funded Warrants to purchase an aggregate of 414,364 shares of common stock. The Company received aggregate gross proceeds of approximately $327,000 in connection with the Pre-Funded Warrants. On November 4, 2019, the Company entered into a Settlement Agreement with the Medalist Funds, pursuant to which the Company agreed to pay the Medalist Funds an aggregate of $47,223 in cash, with such cash meant to compensate the Medalist Funds for the difference between the Amended Exercise Price and the lower priced shares of common stock that were offered to investors in connection with the Registered Direct Offering. In addition, pursuant to the Settlement Agreement, the Company and the Medalist Funds agreed to extend the date by which the Company would file a registration statement on Form S-3 to register all of the Resale Shares from November 4, 2019 to November 18, 2019. On February 6, 2020, Mr. Herr notified the Company of his decision to resign from the Company’s board of directors effective February 10, 2020. Mr. Herr resigned to focus on managing the Medalist Funds and not due to any disagreement between the Company and Mr. Herr, or any matter related to the Company s operations, policies or practices. As of December 31, 2019 and 2018, the Medalist Funds were owed $0 of principal under convertible promissory notes and owned 8.3% and 12.8% of the outstanding shares of the Company’s common stock, respectively. Michael Howse We are party to an agreement with Michael Howse, dated April 6, 2018, as amended effective as of December 27, 2018 (the “Howse Agreement”), pursuant to which Mr. Howse was appointed interim role as chief strategy officer on an “at-will” basis in consideration for a monthly cash salary as well as (i) a warrant to purchase 110,000 shares of our common stock, exercisable at a per share price of $2.00 and which vested monthly over a nine-month period and which fully vested on January 6, 2019 and (ii) a warrant to purchase 165,000 shares of our common stock, exercisable at a per share price of $2.00, which shall vest, so long as Mr. Howse continues to serve as interim chief strategy officer and/or as a member of our board of directors, (x) as to 110,000 shares of common stock upon the achievement of a significant milestone and (y) as to 65,000 shares of common stock upon the achievement of an additional significant milestone. The foregoing exercise prices are subject to adjustment as provided in each warrant. Pursuant to the Howse Agreement, such warrants shall fully vest on the earlier of (1) immediately prior to a Fundamental Transaction, as defined in such agreement, and (2) Mr. Howse’s removal from our board of directors for any reason other than his resignation, his intentional illegal conduct or gross misconduct, or his conviction for any felony, theft, embezzlement or violent crime. In addition, pursuant to the Howse Agreement, we also agreed to appoint Mr. Howse to our board of directors, where he may only be removed for cause, or his termination or resignation. Under the Howse Agreement, if the Company raises capital in one or more financings from certain pre-approved strategic investors, or is acquired by a third-party during the period that Mr. Howse serves as interim chief strategy officer (or within six months thereafter), he will receive a percentage cash bonus concurrently with the closing of such transaction based on the amount raised or consideration paid for the Company, as applicable, (A) which bonus doubles in the event that the Company does not incur an amount equal to 2% or more of the consideration (as defined in the Howse Agreement) in fees to any investment bank in connection with such transaction, if such transaction is a Fundamental Transaction, and (B) 50% of which bonus may be paid as a convertible note or preferred equity with the same terms as the other participants in such transaction, if such transaction is a financing. Pursuant to the Howse Agreement, we may terminate Mr. Howse at any time, with or without cause, upon 90 days’ prior written notice. Such agreement provides for Company-sponsored benefits in accordance with our policies. Pursuant to the Howse Agreement, effective November 1, 2018, Mr. Howse was placed on our payroll and is now considered a part-time Company employee. In connection with the Howse Agreement, the Company is also party to the Deferred Shares Agreement, entered into as January 4, 2019 (the "Deferred Shares Agreement"), pursuant to which the Company granted Mr. Howse up to 400,000 deferred shares under the LTIP (the "Deferred Shares"). Pursuant to such agreement, if a Fundamental Transaction has not occurred within 180 days of the earlier of the date on which Mr. Howse no longer serves (i) as our interim chief strategy officer or (ii) on our board of directors, all of the Deferred Shares shall be forfeited and Mr. Howse will have no further rights to such shares. Pursuant to such agreement, the Deferred Shares shall vest immediately prior to a Fundamental Transaction, and the number of Deferred Shares that shall vest is based on the consideration paid for the Company in such transaction, which number of Deferred Shares that shall vest to double in the event that the Company does not incur general expenses (as defined). As of December 31, 2019, Mr. Howse has vested warrants to purchase 275,000 shares of common stock and owns 0% of the outstanding shares of the Company's common stock. Helge Kristensen Mr. Kristensen has served as a member of the Company’s board of directors since 2010. Mr. Kristensen serves as vice president of Hansong Technology, an original device manufacturer of audio products based in China, president of Platin Gate Technology (Nanjing) Co. Ltd, a company with focus on service-branding in lifestyle products as well as pro line products based in China and co-founder and director of Inizio Capital, an investment company based in the Cayman Islands. Effective February 28, 2018, Inizio Capital and Hansong Technology agreed to extend the maturity dates of the Five February 2016 Note and the December 2015 Note, respectively to June 30, 2018, which was later amended to extend the maturity date to July 25, 2018. In connection with the maturity date extensions, Inizio Capital and Hansong Technology received warrants to purchase 1,341 and 942 shares of common stock, respectively, at an exercise price of $5.40. On July 25, 2018, in connection with the Company’s IPO, $50,000 of principal under convertible promissory notes, and all accrued interest, were automatically converted into a total of 27,923 shares of common stock. In August 2019, the Company issued Hansong Technology a purchase order in the amount of $360,000, to purchase wireless audio speaker systems, for delivery in the fourth quarter of 2019. In August 2019, we issued a $360,000 purchase order to Hansong Technology. Pursuant to such purchase order, we will pay $360,000 to Hansong Technology for the purchase of certain products. As of December 31, 2019, the full $360,000, due Hansong Technology remained unpaid. At the time these payments are made, it is likely that Mr. Kristensen would no longer be considered an “independent director”. Additionally, Hansong Technology purchased $63,523 of our modules pursuant to purchase orders issued in 2019, with $22,923 received by us in 2019 and the remaining amount expected to be received in 2020. As of December 31, 2019 and 2018, affiliates of Mr. Kristensen were owed $0 of principal under convertible promissory notes and owned less than 1.0% of the outstanding shares of the Company’s common stock. Significant Shareholders In January 2017, Carl E. Berg invested the aggregate sum of $300,000 in the Company’s Series D Convertible Note financing described in Note 5 of the Notes to the Consolidated Financial Statements and was granted a warrant to purchase 39,216 shares of common stock at an exercise price of $5.40. Effective February 28, 2018, Mr. Berg agreed to extend the maturity date of his Series D Convertible Note to June 30, 2018, which was later amended to extend the maturity date to July 25, 2018. In connection with the maturity date extension, Mr. Berg received a warrant to purchase 39,216 shares of common stock at an exercise price of $5.40 and accrued an additional 10% interest on the first day of every month, beginning March 1, 2018, so long as such Series D Convertible Note remained outstanding. In addition, Mr. Berg agreed to extend the maturity date of his various other convertibles notes to June 30, 2018, which was later amended to extend the maturity date to July 25, 2018. In connection with the maturity date extensions, Mr. Berg received warrants to purchase a total of 25,965 shares of common stock at an exercise price of $5.40. On July 25, 2018, in connection with the Company’s IPO, $1,479,000 of principal under convertible promissory notes, and all accrued interest, were automatically converted into a total of 464,687 shares of common stock. As of December 31, 2019 and, 2018, Mr. Berg was owed $0 of principal under convertible promissory notes and owned 6.5% and 10.4% of the outstanding shares of the Company’s common stock, respectively. In November 2017, Lisa Walsh invested $6,500,000 in the Company’s Series F Convertible Note financing and was issued warrants to purchase 722,222 shares of common stock at an exercise price of $5.40 per share. Effective February 28, 2018, Ms. Walsh agreed to extend the maturity date of her Series D Convertible Note to June 30, 2018, which was later amended to extend the maturity date to July 25, 2018. In connection with the maturity date extension, Ms. Walsh received a warrant to purchase 112,419 shares of common stock at an exercise price of $5.40 and accrued an additional 10% interest on the first day of every month, beginning March 1, 2018, so long as such Series D Convertible Note remained outstanding. In May 2018, the Company issued Ms. Walsh a $288,000 Series G Note, initially due June 15, 2018. In June 2018, in consideration for extending the maturity date of the Series G Note to July 15, 2018, Ms. Walsh was granted a warrant to purchase 23,150 shares of common stock at an exercise price equal to the lesser of (i) $4.50 or (ii) the price per share of common stock sold in the Company’s IPO, multiplied by 60%. In July 2018, in consideration for the extension of the Series G Note maturity date to July 25, 2018 and the agreement to make the Series G Note automatically convertible, Ms. Walsh was granted a warrant to purchase 69,444 shares of common stock at an exercise price equal to the lesser of (i) $4.50 or (ii) the price per share of common stock sold in the Company’s IPO, multiplied by 60%. On July 25, 2018, in connection with the Company’s IPO, $8,330,000 of principal under convertible promissory notes, and all accrued interest, were automatically converted into a total of 2,938,650 shares of common stock and the exercise price of the warrants issued in connection with the Series G Notes became $3.00. On April 18, 2019, Ms. Walsh agreed to purchase 250,000 shares of our Series A Preferred Stock in consideration for $1,000,000. Ms. Walsh was granted a warrant to purchase 255,102 shares of our common stock at an exercise price of $1.98 per share. On October 16, 2019, in connection with the Registered Direct Offering, Ms. Walsh purchased 1,000,000 shares of Common Stock at a price of $0.70 per share. The Company received proceeds of $700,000 from such purchase. On October 7, 2019, Ms. Walsh entered into a Warrant Amendment Agreement and Settlement Agreement with the Company, as discussed in Note 7 - Warrant Amendment and Exercise Agreements. Ms. Walsh exercised Original Warrants for a total of 519,827 shares of Common Stock and the Company received proceeds of approximately $416,000. On November 3, 2019, Ms. Walsh entered into a Settlement Agreement with the Company, pursuant to which the Company agreed to issue Ms. Walsh 74,261 additional shares of Common Stock. As of December 31, 2019 and 2018, Ms. Walsh was owed $0 of principal under convertible promissory notes and owned 22.8% and 26.4% of the outstanding shares of the Company's common stock, respectively. In addition, Ms. Walsh owns 100% of the Company's Series A Preferred Stock. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Information | |
Segment Information | 12. Segment Information The Company operates in one business segment, wireless audio products. Our chief decision-maker, the President and Chief Executive Officer, evaluates our performance based on company-wide consolidated results. Net revenue from customers is designated based on the geographic region to which the product is delivered. Net revenue by geographic region for the years ended December 31, 2019 and 2018 was as follows: For the year ended December 31, (in thousands) 2019 2018 United States $ 23 $ 7 Europe 456 533 Asia Pacific 1,187 834 Total $ 1,666 $ 1,374 Substantially all of our long-lived assets are located in the United States. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events | |
Subsequent Events | 13. Subsequent Events February 2020 Private Placement On February 28, 2020, the Company released the last of four escrow drawdowns, thus completing a private placement (the “Private Placement”) of $835,000 of units (the “Units”), each consisting of (i) one (1) share of common stock and (ii) a warrant to purchase 0.50 share of common stock (collectively, the “Warrants,” and together with the Units, the common stock and the shares of common stock issuable upon exercise of the Warrants (the “Investor Warrant Shares”), at a price per Unit of $0.4585 (the “Price Per Unit”). The Units were issued pursuant to a Unit Purchase Agreement, dated February 4, 2020 (the “Purchase Agreement”), and a Subscription Agreement, dated February 28, 2020 (the “Subscription Agreement”) by and among the Company and the purchaser signatory thereto (the “Holder”). The Private Placement, which was priced above market, resulted in gross proceeds of $835,000 before fees and other expenses associated with the transaction. The proceeds will be used primarily toward increasing shareholders equity to comply with Nasdaq Listing Rule 5550(b) and for general corporate purposes. The Warrants are exercisable to purchase up to an aggregate of 906,390 shares of common stock commencing on the date of issuance at an exercise price of $0.49 per share (the “Exercise Price”). The Warrants are exercisable immediately and will expire on the close of business on February 28, 2025. The Exercise Price is subject to adjustment upon stock splits, reverse stock splits, and similar capital changes. The exercise of the Warrants are subject to beneficial ownership limitations such that the Holder may exercise a Warrant to the extent that such exercise would result in the Holder being the beneficial owner in excess of 4.99% (or, upon election of purchaser, 9.99%), which beneficial ownership limitation may be increased or decreased up to 9.99% upon notice to the Company, provided that any increase in such limitation will not be effective until 61 days following notice to the Company. The offers and sales of securities in the Private Placement were made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act, including pursuant to Rule 506 thereunder. Such offers and sales were made solely to “accredited investors” under Rule 506 and were made without any form of general solicitation and with full access to any information requested by the investor regarding the Company or the securities offered in the Private Placement. The foregoing does not purport to be a complete description of the Unit Purchase Agreement, the Subscription Agreement, and the Warrants, is qualified in its entirety by reference to the full text of such documents, which are attached as Exhibits 4.1, 10.1, and 10.2 to this Form 8-K and are incorporated by reference herein. Funding Agreement On January 23, 2020, we entered into a funding agreement, as amended (the “Funding Agreement”), pursuant to which an unaffiliated accredited investor provided us with convertible debt funding in the amount of $100,000, which was funded on January 24, 2020, so that we could fund certain obligations due and payable on such date. The funding agreement provides for the issuance of a promissory note, in the principal amount of $111,100, which reflects a 10% original issue discount, and is payable on or before February 24, 2020, by our paying such investor $111,100. On February 27, 2020, such parties amended the Funding Agreement to reflect (i) that payment on such note shall be paid to such investor 45 days from execution the Funding Agreement, or March 9, 2020 (ii) that the conversion price of such note shall equal $0.35, (iii) an increase in the number of warrants to be issued to such investor and a modification to the terms of such warrants and (iv) a modification to the conversion terms of and rights granted under such note, which terms are described below. The outstanding principal amount of such note is convertible into our common stock, at any time until maturity, at a conversion rate of $0.35 per share. If we do not repay the outstanding principal amount of $111,100 on or before the amended maturity date, such investor, thereafter, has the right after 90 days from the issuance of such note to convert the outstanding principal amount into our common stock at a conversion rate equal to the lesser of (i) $0.35 and (ii) a discounted price to the market price of our common stock in the event that we enter into a subsequent financing transaction with other investors. Under the terms of this financing, the investor is entitled to the issuance of 10,000 shares of our common stock and a five-year warrant exercisable for 158,714 shares of common stock with an exercise price of $0.49 per share. Additionally, such investor has been granted a most favored nation right pursuant to the Funding Agreement. Convertible Promissory Note On March 22, 2020, the Company entered into a private placement (the “Private Placement”) of $2,040,000 in principal amount of a senior secured convertible promissory note (the “Note”) due March 22, 2022 and a warrant (the “Warrant”) to purchase 4,553,571 shares of the Company’s common stock, $0.0001 par value per share to an institutional investor (the “Investor”). The Note and Warrant were issued pursuant to a Securities Purchase Agreement, entered into as of March 22, 2020 (the “Purchase Agreement”), by and between the Company and the Investor. Upon funding, which is expected subsequent to the filing of this Form 10-K, the Private Placement is expected to result in gross proceeds of $1,700,000, before fees and other expenses associated with the transaction, including but not limited to, an $85,000 commitment fee payable to the Investor. The net proceeds to be received by the Company will be used primarily for working capital, debt repayment and general corporate purposes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented. The consolidated financial statements reflect the accounts of Summit Wireless Technologies, Inc. and its wholly-owned subsidiaries, Summit Semiconductor K.K., a Japanese corporation, and WiSA, LLC, a Delaware limited liability company. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs, consisting of legal, accounting and filing fees relating to public offerings, are capitalized. The deferred offering costs will be offset against public offering proceeds upon the effectiveness of an offering. In the event that an offering is terminated, deferred offering costs will be expensed. As of December 31, 2019 and 2018, the Company had capitalized $12,000 and $41,000, respectively,of deferred offering costs in prepaid expenses and other current assets on the consolidated balance sheet. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are deposited in demand and money market accounts at one financial institution. At times, such deposits may be in excess of insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company’s accounts receivable are derived from revenue earned from customers located throughout the world. The Company performs credit evaluations of its customers’ financial condition and sometimes requires full or partial payment in advance of shipping. As of December 31, 2019, the Company had three customers accounting for 37%, 28% and 20% of accounts receivable. As of December 31, 2018, the Company had two customers accounting for 47% and 42% of accounts receivable. The Company had two customers accounting for 57% and 24% of its net revenue for the year ended December 31, 2019. The Company had two customers accounting for 55% and 37% of its net revenue for the year ended December 31, 2018. The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, continued acceptance of the Company’s products, competition from substitute products and larger companies, protection of proprietary technology, strategic relationships and dependence on key individuals. The Company relies on sole-source suppliers to manufacture some of the components used in its product. The Company’s manufacturers and suppliers may encounter problems during manufacturing due to a variety of reasons, any of which could delay or impede their ability to meet demand. The Company is heavily dependent on a single contractor in China for assembly and testing of its products. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoice amount and are generally not interest bearing. The Company reviews its trade receivables aging to identify specific customers with known disputes or collection issues. The Company exercises judgment when determining the adequacy of these reserves as it evaluates historical bad debt trends and changes to customers’ financial conditions. Uncollectible receivables are recorded as bad debt expense when all efforts to collect have been exhausted and recoveries are recognized when they are received. As of December 31, 2019 and 2018, there was no allowance for doubtful accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Carrying amounts of certain of the Company’s financial instruments and investments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. |
Inventories | Inventories Inventories, principally purchased components, are stated at the lower of cost or net realizable value. Cost is determined using an average cost, which approximates actual cost on a first-in, first-out basis. Inventory in excess of salable amounts and inventory which is considered obsolete based upon changes in existing technology is written off. At the point of loss recognition, a new lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in the new cost basis. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over their estimated useful lives of two to five years. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life or term of the lease. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repairs are charged to operations as incurred. |
Intangible Assets | Intangible Assets Intangible assets as of December 31, 2019 and 2018 consisted of trademarks and are presented at cost, net of accumulated amortization. The intangible assets are amortized using the straight-line method over their estimated useful lives of three years, which approximates the economic benefit. If our underlying assumptions regarding the estimated useful life of an intangible asset change, then the amortization period, amortization expense and the carrying value for such asset would be adjusted accordingly. During fiscal 2019 and 2018, no changes were made to the estimated useful life of intangible assets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates its long-lived assets for indicators of possible impairment by comparison of the carrying amounts to future net undiscounted cash flows expected to be generated by such assets when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Should an impairment exist, the impairment loss would be measured based on the excess carrying value of the asset over the asset’s fair value or discounted estimates of future cash flows. The Company has not identified any such impairment losses to date. |
Convertible Financial Instruments | Convertible Financial Instruments The Company bifurcates conversion options and warrants from their host instruments and accounts for them as freestanding derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable U.S. GAAP. When the Company has determined that the embedded conversion options and warrants should be bifurcated from their host instruments, discounts are recorded for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. Debt discounts under these arrangements are amortized to interest expense using the interest method over the earlier of the term of the related debt or their earliest date of redemption. |
Warrants for Common Shares and Derivative Financial Instruments | Warrants for Common Shares and Derivative Financial Instruments Warrants for common shares and other derivative financial instruments are classified as equity if the contracts (1) require physical settlement or net-share settlement or (2) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). Contracts which (1) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (3) that contain reset provisions that do not qualify for the scope exception are classified as equity or liabilities. The Company assesses classification of its warrants for common shares and other derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required. The issuance of the convertible notes payable generated a beneficial conversion feature (“BCF”), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company recognized the BCF by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, to common shares, resulting in a discount on the convertible debt. |
Product Warranty | Product Warranty The Company’s products are generally subject to a one year warranty, which provides for the repair, rework, or replacement of products (at the Company’s option) that fail to perform within the stated specification. The Company has assessed its historical claims and, to date, product warranty claims have not been significant. The Company will continue to assess if there should be a warranty accrual going forward. |
Revenue Recognition | Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Sales of products with alternative use account for the majority of our revenue and are recognized at a point in time. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer and deposited with the relevant government authority, are excluded from revenue. Our revenue arrangements do not contain significant financing components. Sales to certain distributors are made under arrangements which provide the distributors with price adjustments, price protection, stock rotation and other allowances under certain circumstances. The Company does not provide its customers with a contractual right of return. However, the Company accepts limited returns on a case-by-case basis. These returns, adjustments and other allowances are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenue recognized. We believe that there will not be significant changes to our estimates of variable consideration. If a customer pays consideration, or the Company has a right to an amount of consideration that is unconditional before we transfer a good or service to the customer, those amounts are classified as deferred income/ advances received from customers which are included in other current liabilities when the payment is made or it is due, whichever is earlier. Contract Balances We receive payments from customers based on a billing schedule as established in our contracts. Contract assets are recorded when we have a conditional right to consideration for our completed performance under the contracts. Accounts receivables are recorded when the right to this consideration becomes unconditional. We do not have any material contract assets as of December 31, 2019. December 31, December 31, (in thousands) 2019 2018 Contract liabilities $ (451) $ (186) During the three and twelve months ended December 31, 2019, the Company recognized $0 and $171,000, respectively, of revenue that was included in the contract balances as of December 31, 2018. Disaggregated Revenue In general, revenue disaggregated by geography (See Note 12) is aligned according to the nature and economic characteristics of our business and provides meaningful disaggregation of our results of operations. Since we operate in one segment, all financial segment and product line information can be found in the consolidated financial statements. Practical Expedients and Exemptions As part of our adoption of ASC 606, we elected to use the following practical expedients: (i) not to adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less; (ii) to expense costs as incurred for costs to obtain a contract when the amortization period would have been one year or less; (iii) not to assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. In addition, we do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. |
Research and Development | Research and Development Research and development costs are charged to operations as incurred. |
Advertising Costs | Advertising Costs Advertising costs are charged to sales and marketing expenses as incurred. Advertising costs for the years ended December 31, 2019 and 2018 are $30,000 and zero, respectively. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes all changes within stockholders’ equity (deficit) that are not the result of transactions with stockholders. Accumulated other comprehensive loss includes the foreign currency translation adjustments arising from the consolidation of the Company’s foreign subsidiary. |
Foreign Currency | Foreign Currency The financial position and results of operations of the Company’s foreign operations are measured using currencies other than the U.S. dollar as their functional currencies. Accordingly, for these operations all assets and liabilities are translated into U.S. dollars at the current exchange rates as of the respective balance sheet date. Expense items are translated using the weighted average exchange rates prevailing during the period. Cumulative gains and losses from the translation of these operations’ financial statements are reported as a separate component of stockholders’ equity (deficit), while foreign currency transaction gains or losses, resulting from remeasuring local currency to the U.S. dollar are recorded in the consolidated statements of operations in other income (expense), net and were not material for the years ended December 31, 2019 and 2018. |
Net Loss per Common Share | Net Loss per Common Share Basic and diluted net loss per common share is presented in conformity with the two-class method required for participating securities. The Company considers all series of convertible preferred stock to be participating securities. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holders of the convertible preferred stock do not have a contractual obligation to share in the losses of the Company. Under the two-class method, net income would be attributed to common stockholders and participating securities based on their participation rights. Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares and potentially dilutive common share equivalents outstanding for the period determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per common share calculation, convertible preferred stock, warrants for common stock and restricted stock units are considered to be potentially dilutive securities. For the year ended December 31, 2019, warrants to purchase 7,937,094 shares of common stock, 942,906 shares of restricted stock and 250,000 shares of convertible preferred stock have been excluded from the calculation of net loss per common share because the inclusion would be antidilutive. For the years ended December 31, 2018, warrants to purchase 8,641,813 shares of common stock, and 964,505 shares of restricted stock have been excluded from the calculation of net loss per common share because the inclusion would be antidilutive. |
Income Taxes | Income Taxes Prior to December 31, 2017, the Company was taxed as a partnership for federal and state income tax purposes. As such, partners were taxed on their share of earnings and deductions of the Company, regardless of the amount of distributions received. Generally, the Company was not subject to federal income tax but was subject to California minimum tax. Effective December 31, 2017, the Company converted from a Limited Liability Company to a C Corporation and is subject to federal and state taxes at the applicable C Corporation rates which were 34.0% and 7.72%, respectively, at that date. Deferred taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is “more-likely-than-not” that some portion or all of the deferred tax assets will not be realized. The Company has recognized valuation allowances against its deferred tax assets as of December 31, 2019 and 2018. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. On December 22, 2017, H.R. 1, the Tax Cuts and Jobs Act, was signed into law reducing the federal C Corporation rate to 21.0% effective January 1, 2018. Deferred tax assets and liabilities are recognized for the tax consequences of temporary differences between the reported amount of assets and liabilities and their tax bases. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company uses a comprehensive model for recognizing, measuring, presenting, and disclosing in the consolidated financial statements tax positions taken or expected to be taken on a tax return. A tax position is recognized as a benefit only if it is “more-likely-than-not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more-likely-than-not” test, no tax benefit is recorded. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. During the years ended December 31, 2019 and 2018, the Company recognized no interest and penalties. |
Recently Issued and Not Yet Adopted Accounting Pronouncements | Recently Issued and Not Yet Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, “Leases”. The objective of the update is to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet for leases with a lease term of more than 12 months. In addition, the update will require additional disclosures regarding key information about leasing arrangements. Under existing guidance, operating leases are not recorded as lease assets and lease liabilities on the balance sheet. In October 2019, the FASB decided to defer the mandatory effective date of ASU 2016-02 to fiscal years beginning after December 15, 2020 for certain entities, including private companies. As an emerging growth company, the Company is allowed to adopt accounting pronouncements at the same time as non-public business entities. As a result, we will adopt the update for our fiscal year beginning after December 15, 2020. The Company does not expect the adoption of this standard to significantly impact the consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820)”. The FASB developed the amendments to Accounting Standards Codification 820 as part of its broader disclosure framework project, which aims to improve the effectiveness of disclosures in the notes to financial statements by focusing on requirements that clearly communicate the most important information to users of the financial statements. This update eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some of the existing disclosure requirements. The Company will adopt this standard as of January 1, 2020 and does not expect the adoption of this standard to significantly impact the consolidated financial statements. We have reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the condensed consolidated financial statements as a result of future adoption. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of contract liabilities | December 31, December 31, (in thousands) 2019 2018 Contract liabilities $ (451) $ (186) During the three and twelve months ended December 31, 2019, the Company recognized $0 and $171,000, respectively, of revenue that was included in the contract balances as of December 31, 2018. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Balance Sheet Components | |
Schedule of Inventories | Inventories (in thousands): December 31, December 31, 2019 2018 Work in progress $ 301 $ 191 Finished goods 2,365 1,192 Total inventories $ 2,666 $ 1,383 |
Schedule of Property, Plant and Equipment | Property and equipment, net (in thousands): December 31, December 31, 2019 2018 Machinery and equipment $ 771 $ 746 Tooling 11 7 Computer software 89 89 Furniture and fixtures 15 15 Leasehold improvements 11 11 897 868 Less: Accumulated depreciation and amortization (813) (758) Property and equipment, net $ 84 $ 110 |
Schedule of Accrued Liabilities | Accrued liabilities (in thousands): December 31, December 31, 2019 2018 Accrued vacation $ 263 $ 238 Accrued compensation 38 17 Accrued bonus — 158 Customer advances 451 186 Accrued audit fees 140 126 Accrued other 254 121 Total accrued liabilities $ 1,146 $ 846 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Company's financial assets and liabilities that are measured at fair value on a recurring basis | The Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2019 and 2018 by level within the fair value hierarchy, are as follows: (in thousands) December 31, 2019 Significant Quoted prices other Significant in active observable unobservable markets inputs inputs (Level 1) (Level 2) (Level 3) Liabilities: Derivative liability $ — $ — $ 387 Warrant liability $ — $ — $ 24 (in thousands) December 31, 2018 Significant Quoted prices other Significant in active observable unobservable markets inputs inputs (Level 1) (Level 2) (Level 3) Liabilities: Warrant liability $ — $ — $ 210 |
Schedule of the weighted average significant unobservable inputs (Level 3 inputs) used in measuring the Company's warrant liability that is categorized within Level 3 of the fair value hierarchy | A summary of the weighted average significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liability that is categorized within Level 3 of the fair value hierarchy as of December 31, 2019 and 2018 is as follows: As of December 31, 2019 2018 Common Stock Price $ 0.61 $ 3.42 Term (Years) 3.26 4.27 Volatility 62 % 58 % Risk-free rate of interest 1.62 % 2.58 % Dividend Yield 0.0 % 0.0 % |
Derivative Liability [Member] | |
Schedule of changes in fair value of the Company's warrant liability and derivative liability measured at fair value using significant unobservable inputs (Level 3) | The following table includes a summary of changes in fair value of the Company’s warrant liability measured at fair value using significant unobservable inputs (Level 3) for the years ended December 31, 2019 and 2018: For The Year Ended December 31, (in thousands) 2019 2018 Beginning balance $ 210 $ 1,228 Additions 18 241 Change in fair value (204) 8,051 Reclass to additional paid-in capital — (9,310) Ending balance $ 24 $ 210 |
Warrant [Member] | |
Schedule of changes in fair value of the Company's warrant liability and derivative liability measured at fair value using significant unobservable inputs (Level 3) | The following table includes a summary of changes in fair value of the Company’s derivative liability measured at fair value using significant unobservable inputs (Level 3) for the years ended December 31, 2019 and 2018: For The Year Ended December 31, (in thousands) 2019 2018 Beginning balance $ — $ 20,832 Additions 216 7,886 Change in fair value 171 14,294 Reclassification to equity at initial public offering — (43,012) Ending balance $ 387 $ — |
Schedule of the weighted average significant unobservable inputs (Level 3 inputs) used in measuring the Company's warrant liability that is categorized within Level 3 of the fair value hierarchy | For The Period Ended July 25, 2018 Common Stock Price $ 5.00 Term (Years) 0.50 Volatility 65 % Risk-free rate of interest 2.20 % Dividend Yield 0.0 % |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Convertible Preferred Stock and Stockholders' Equity | |
Schedule of series A Preferred Stock and liquidation preferences | The authorized, issued and outstanding shares of Series A Preferred Stock and liquidation preferences as of December 31, 2019, were as follows: Number Proceeds Number of Shares Net of Conversion of Shares Issued and Issuance Price per Liquidation Authorized Outstanding Costs Share Preference Series A 8 % Senior Convertible Preferred Stock 1,250,000 250,000 $ 920,000 $ 4.00 $ 1,056,000 |
Schedule of Information regarding warrants for common stock outstanding and exercisable | Information regarding warrants for common stock outstanding and exercisable as of December 31, 2019 is as follows: Warrants Warrants Exercise Outstanding as of Remaining Exercisable as of Price December 31, 2019 Life (years) December 31, 2019 $0.79 - $2.18 2,653,956 2.95 2,456,684 $3.00 - $4.00 3,638,911 2.94 3,638,911 $4.50 - $4.95 187,767 1.41 187,767 $5.40 - $6.25 1,454,826 2.62 1,454,826 $10.35 1,634 1.28 1,634 $3.58 7,937,094 3.00 7,739,822 Warrants Warrants Exercise Outstanding as of Remaining Exercisable as of Price December 31, 2018 Life (years) December 31, 2018 $2.00 275,000 4.26 97,778 $3.00 - $4.00 5,522,720 4.21 5,522,720 $4.50 - $4.95 298,882 2.73 298,882 $5.40 - $6.25 2,543,577 3.58 2,543,577 $10.35 1,634 2.28 1,634 $3.85 8,641,813 3.97 8,464,591 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Schedule of Income before Income Tax, Domestic and Foreign | The domestic and foreign components of loss before provision for income taxes for the years ended December 31, 2019 and 2018 were as follows: (in thousands) 2019 2018 Domestic $ (12,028) $ (67,327) Foreign (2) (22) Loss before provision for income taxes $ (12,030) $ (67,349) |
Schedule of Components of Income Tax Expense | The following represent components of the income tax expense for the years ended December 31, 2019 and 2018: Year Ended Year Ended December 31, December 31, (in thousands) 2019 2018 Current: Federal $ — $ — State 8 8 Foreign — — Total current provision for income taxes 8 8 Deferred: Federal — — State — — Foreign — — Total deferred provision for income taxes — — Total $ 8 $ 8 |
Schedule of Deferred Tax Assets and Liabilities | Tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets at December 31, 2019 and 2018 are presented below: Year Ended Year Ended December 31, December 31, (in thousands) 2019 2018 Deferred tax assets: Net operating loss $ 7,170 $ 4,894 Accruals and reserves 80 64 Amortization of intangible assets 1,983 1,747 Other 206 115 Gross deferred tax assets 9,439 6,820 Valuation allowance (9,382) (6,783) Total deferred tax assets 57 37 Deferred tax liabilities: Prepaid expenses (57) (37) Total deferred tax liabilities (57) (37) Net deferred tax assets $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | Provision for income taxes for the years ended December 31, 2019 and 2018 differed from the amounts computed by applying the statutory federal income tax rate of 21% to loss before provision for income taxes as a result of the following: Year Ended December 31, (in thousands) 2019 2018 Effective tax rate reconciliation: Income tax provision at statutory rate 21.0 % 21.0 % State taxes, net of federal benefit (0.1) — Other permanent differences (1.2) (13.9) Change in valuation allowance (19.7) (7.1) Total income tax benefit (expense) — % — % |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Intangible Assets | |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | December 31, 2019 Estimated Useful Life (in Gross Carrying Accumulated Net Carrying Years) Amount Amortization Amount Trademarks 3 $ 100,000 $ 72,000 $ 28,000 December 31, 2018 Estimated Useful Life (in Gross Carrying Accumulated Net Carrying Years) Amount Amortization Amount Trademarks 3 $ 100,000 $ 39,000 $ 61,000 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Information | |
Schedule of net revenue by geographic region | Net revenue from customers is designated based on the geographic region to which the product is delivered. Net revenue by geographic region for the years ended December 31, 2019 and 2018 was as follows: For the year ended December 31, (in thousands) 2019 2018 United States $ 23 $ 7 Europe 456 533 Asia Pacific 1,187 834 Total $ 1,666 $ 1,374 |
Business and Viability of Ope_2
Business and Viability of Operations (Details) | Oct. 16, 2019USD ($)$ / sharesshares | May 24, 2019USD ($)$ / sharesshares | Apr. 18, 2019USD ($)$ / sharesshares | Jul. 26, 2018USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017shares | Jun. 15, 2018shares | Jul. 23, 2010shares |
Stockholders' Equity, Reverse Stock Split | 15-for-1 | ||||||||
Preferred Stock, Shares Authorized | shares | 20,000,000 | ||||||||
Common Stock, Shares Authorized | shares | 200,000,000 | 200,000,000 | |||||||
Common Stock, Shares, Issued | shares | 24,873,191 | 15,366,327 | 324,821 | 4,872,221 | |||||
Preferred Stock, Shares Issued | shares | 2,762,594 | 2,762,594 | 41,438,818 | ||||||
Retained Earnings (Accumulated Deficit) | $ (187,678,000) | $ (175,640,000) | |||||||
Cash and Cash Equivalents, at Carrying Value | 298,000 | 3,218,000 | |||||||
Proceeds from Issuance of Common Stock | 6,149,000 | 10,273,000 | |||||||
Stock Issued During Period, Value, New Issues | $ 6,149,000 | $ 10,272,000 | |||||||
Debt Instrument, Convertible, Number of Equity Instruments | 9,527,144 | ||||||||
Repayments of Notes Payable | $ 200,000 | ||||||||
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Temporary Equity, Dividend Rate, Percentage | 8.00% | 8.00% | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 255,102 | 3,222 | 208,350 | ||||||
Series A Preferred Stock [Member] | |||||||||
Shares, Issued | shares | 250,000 | ||||||||
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 4 | ||||||||
Temporary Equity, Par Value Per Share | $ / shares | 0.0001 | ||||||||
Temporary Equity, Stated Value Per Share | $ / shares | $ 4 | ||||||||
Temporary Equity, Dividend Rate, Percentage | 8.00% | ||||||||
Convertible Preferred Stock Conversion Price | $ / shares | $ 4 | $ 4 | |||||||
Convertible Preferred Stock Floor Price Per Share | $ / shares | $ 1.50 | ||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 1,000,000 | $ 920,000 | |||||||
Series A Preferred Stock [Member] | Minimum [Member] | |||||||||
Convertible Preferred Stock Conversion Price | $ / shares | $ 1.50 | ||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 500,000 | ||||||||
Series A Preferred Stock [Member] | Maximum [Member] | |||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 5,000,000 | $ 500,000 | |||||||
IPO [Member] | |||||||||
Shares Issued, Price Per Share | $ / shares | $ 1.33 | $ 5 | |||||||
Proceeds from Issuance of Common Stock | $ 4,664,000 | $ 10,273,000 | |||||||
Stock Issued During Period, Value, New Issues | $ 5,420,000 | $ 12,000,000 | |||||||
Stock Issued During Period, Shares, New Issues | shares | 4,075,726 | 2,400,000 | |||||||
Payments for Underwriters Discounts and Commissions | $ 900,000 | ||||||||
Payments for Underwriters Accountable and Nonaccountable Expenses | 220,000 | ||||||||
Payments of Stock Issuance Costs | $ 607,000 | ||||||||
Registered Direct Offering | |||||||||
Number of aggregate common shares issued | shares | 2,500,000 | ||||||||
Public offering price | $ / shares | $ 0.70 | ||||||||
Registered Direct Offering | Prospectus Supplement [Member] | |||||||||
Gross proceeds | $ 1,750,000 | ||||||||
Proceeds from offering used for working capital purposes | $ 1,485,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |||
Contract liabilities | $ (451,000) | $ (451,000) | $ (186,000) |
Revenue included in contract balances | $ 0 | $ 171,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017 | Dec. 31, 2019USD ($)segmentshares | Dec. 31, 2018USD ($)shares |
Deferred Offering Costs | $ | $ 12,000 | $ 41,000 | $ 12,000 | $ 41,000 | |
Allowance for doubtful accounts | $ | $ 0 | ||||
Number of Operating Segments | segment | 1 | ||||
Financing component | true | ||||
Incremental costs | true | ||||
Remaining performance obligation | true | ||||
Advertising Expense | $ | $ 30,000 | $ 0 | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 21.00% | 21.00% | ||
Effective Income Tax Rate Reconciliation, Tax Credit, Percent | 50.00% | ||||
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 7.72% | (0.10%) | 0.00% | ||
Minimum [Member] | |||||
Estimated useful llife of property and equipment | 2 years | ||||
Effective Income Tax Rate Reconciliation, Tax Credit, Percent | 50.00% | ||||
Maximum [Member] | |||||
Estimated useful llife of property and equipment | 5 years | ||||
Warrant [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 7,937,094 | 8,641,813 | |||
Antidilutive Securities Preferred Stock [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 250,000 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 942,906 | 964,505 | |||
Accounts Receivable [Member] | Customer Concentration Risk One [Member] | |||||
Concentration Risk, Percentage | 47.00% | ||||
Accounts Receivable [Member] | Customer Concentration Risk Two [Member] | |||||
Concentration Risk, Percentage | 42.00% | 28.00% | |||
Accounts Receivable [Member] | Customer Concentration Risk Three [Member] | |||||
Concentration Risk, Percentage | 20.00% | ||||
Sales Revenue, Net [Member] | Customer Concentration Risk One [Member] | |||||
Concentration Risk, Percentage | 57.00% | 55.00% | |||
Sales Revenue, Net [Member] | Customer Concentration Risk Two [Member] | |||||
Concentration Risk, Percentage | 24.00% | 37.00% |
Balance Sheet Components - Inve
Balance Sheet Components - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Components | ||
Work in progress | $ 301 | $ 191 |
Finished goods | 2,365 | 1,192 |
Total inventories | $ 2,666 | $ 1,383 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment, Gross | $ 897 | $ 868 |
Less: Accumulated depreciation and amortization | (813) | (758) |
Property and equipment, net | 84 | 110 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment, Gross | 771 | 746 |
Tooling [Member] | ||
Property, Plant and Equipment, Gross | 11 | 7 |
Computer software [Memebr] | ||
Property, Plant and Equipment, Gross | 89 | 89 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment, Gross | 15 | 15 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment, Gross | $ 11 | $ 11 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Components | ||
Accrued vacation | $ 263 | $ 238 |
Accrued compensation | 38 | 17 |
Accrued bonus | 158 | |
Customer advances | 451 | 186 |
Accrued audit fees | 140 | 126 |
Accrued other | 254 | 121 |
Total accrued liabilities | $ 1,146 | $ 846 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Balance Sheet Components | ||
Depreciation, Depletion and Amortization | $ 58,000 | $ 42,000 |
Promissory Notes (Details)
Promissory Notes (Details) - USD ($) | Apr. 04, 2015 | Jan. 05, 2015 | Jul. 26, 2018 | Jul. 25, 2018 | Feb. 28, 2018 | Nov. 30, 2016 | Feb. 29, 2016 | Dec. 22, 2015 | Sep. 18, 2015 | Apr. 30, 2014 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Apr. 18, 2019 | Jun. 15, 2018 | Nov. 30, 2017 | Dec. 31, 2011 | Oct. 31, 2010 |
Short-term Debt [Line Items] | ||||||||||||||||||
Royalty Guarantees, Commitments, Amount | $ 900,000 | |||||||||||||||||
Accrued Royalties | $ 900,000 | |||||||||||||||||
Debt Instrument Convertible Conversion Price Description | The conversion price was the lesser of $4.50 or the highest price per common share sold in an initial public offering or paid by a buyer upon a change in control multiplied by 75%. | |||||||||||||||||
Debt Instrument, Face Amount | $ 6,500,000 | |||||||||||||||||
Repayments of Bank Debt | $ 450,000 | |||||||||||||||||
Amortization of Debt Discount (Premium) | $ 0 | $ 0 | ||||||||||||||||
Repayments of Notes Payable | $ 200,000 | |||||||||||||||||
Interest Payable | $ 9,000 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,222 | 255,102 | 208,350 | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 99,594 | |||||||||||||||||
Hallo Note [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 358,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | |||||||||||||||||
Debt Instrument, Payment Terms | In December 2016, following a principal reduction payment of $38,000, the Hallo Note was amended as follows: (i) the maturity date was changed to "five days following an IPO", (ii) following a debt or equity financing in excess of $4,000,000, the Company would make a principal reduction payment of $13,000, (iii) on the maturity date, the Company would make a principal reduction payment of $95,000, and (iv) the remaining unpaid principal and accrued interest, after the payments described in (ii) and (iii) above, would automatically convert to shares in connection with an initial public offering, at a conversion price equal to the average of the highest and the lowest price of the related stock that the Company sold on the maturity date. | |||||||||||||||||
Debt Instrument Convertible Conversion Price Description | the Hallo Note holders agreed to amend the conversion price language in their respective convertible notes to be the lower of (i) $4.50 or (ii) the initial price of the Company's common stock sold pursuant to an IPO | |||||||||||||||||
Interest Expense, Debt | $ 24,000 | |||||||||||||||||
Repayments of Notes Payable | 100,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 56,723 | |||||||||||||||||
January 2015 Note [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | 10.00% | ||||||||||||||||
Debt Instrument, Maturity Date | Jul. 5, 2015 | Jun. 30, 2018 | Sep. 1, 2017 | |||||||||||||||
Debt Instrument, Payment Terms | In December 2016, following a principal reduction payment of $23,000, the January 2015 Note was amended as follows: (i) the maturity date was changed to "five days following an IPO", (ii) following a debt or equity financing in excess of $4,000,000 prior to an IPO, the Company would make a principal reduction payment of $13,000, (iii) on the maturity date, the Company would make a principal reduction payment of $95,000, and (iv) the remaining unpaid principal and accrued interest, after the payments described in (ii) and (iii) above, would automatically convert to shares in connection with the IPO, at a conversion price equal to the average of the highest and the lowest price of the related stock that the Company sold on the maturity date. | |||||||||||||||||
Debt Instrument Convertible Conversion Price Description | the January 2015 Note holders agreed to amend the conversion price language in their respective convertible notes to be the lower of (i) $4.50 or (ii) the initial price of the Company's common stock sold pursuant to an IPO | |||||||||||||||||
Interest Expense, Debt | 11,000 | |||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 225,000 | |||||||||||||||||
Repayments of Notes Payable | 100,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 39,653 | |||||||||||||||||
April 2015 Note [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 31, 2017 | Jun. 30, 2018 | ||||||||||||||||
Debt Instrument, Payment Terms | Interest accrued at a rate 5.0% per year during the first twelve months and increased to 10.0% per year through maturity. | |||||||||||||||||
Debt Instrument Convertible Conversion Price Description | The conversion price was the lesser of $4.50 or the highest price per common share sold in the IPO or paid by a buyer upon a change in control multiplied by 75%. | |||||||||||||||||
Interest Expense, Debt | 26,000 | |||||||||||||||||
Debt Instrument, Face Amount | $ 450,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 155,373 | |||||||||||||||||
September 2015 Note [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2018 | Sep. 1, 2017 | Jan. 31, 2017 | |||||||||||||||
Debt Instrument Convertible Conversion Price Description | The conversion price was the lesser of $4.50 or the highest price per common share sold in the IPO or paid by a buyer upon a change in control multiplied by 75%. | |||||||||||||||||
Interest Expense, Debt | 11,000 | |||||||||||||||||
Debt Instrument, Face Amount | $ 200,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 68,544 | |||||||||||||||||
December 2015 Note [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||
Debt Instrument, Maturity Date | Sep. 22, 2016 | Sep. 1, 2017 | ||||||||||||||||
Debt Instrument, Face Amount | $ 353,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 11,295 | |||||||||||||||||
February 2016 Notes [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||
Debt Instrument, Maturity Date | Feb. 1, 2017 | |||||||||||||||||
Debt Instrument Convertible Conversion Price Description | The conversion price was the lesser of $4.50 or the highest price per common share sold in the IPO or paid by a buyer upon a change in control multiplied by 75%. | |||||||||||||||||
Interest Expense, Debt | 8,000 | |||||||||||||||||
Debt Instrument, Face Amount | $ 250,000 | $ 100,000 | ||||||||||||||||
Amortization of Debt Discount (Premium) | $ 0 | $ 0 | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 49,815 | |||||||||||||||||
February 2016 Notes [Member] | Warrant [Member] | ||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 111,112 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Jun. 15, 2018 | May 11, 2016 | Feb. 12, 2016 | Sep. 30, 2018 | Jul. 25, 2018 | Jun. 30, 2018 | Jun. 29, 2018 | Jun. 15, 2018 | Feb. 28, 2018 | Nov. 30, 2017 | Sep. 30, 2017 | Nov. 30, 2016 | Jul. 31, 2016 | May 25, 2018 | Dec. 31, 2016 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Oct. 31, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Apr. 18, 2019 | Aug. 31, 2018 | Jul. 15, 2018 | Jan. 31, 2017 | Feb. 29, 2016 |
Debt Instrument, Face Amount | $ 6,500,000 | ||||||||||||||||||||||||||
Debt Instrument Convertible Conversion Price Description | The conversion price was the lesser of $4.50 or the highest price per common share sold in an initial public offering or paid by a buyer upon a change in control multiplied by 75%. | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 208,350 | 208,350 | 3,222 | 255,102 | |||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 0 | $ 0 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 99,594 | ||||||||||||||||||||||||||
Proceeds from Convertible Debt | 0 | 1,435,000 | |||||||||||||||||||||||||
Interest Payable | $ 9,000 | ||||||||||||||||||||||||||
Repayments of Convertible Debt | 0 | 200,000 | |||||||||||||||||||||||||
Interest Expense | 33,502,000 | ||||||||||||||||||||||||||
General and Administrative Expense | $ 2,829,000 | 3,657,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.40 | $ 5.40 | |||||||||||||||||||||||||
Debt Instrument, Debt Default, Amount | $ 1,725,000 | $ 26,400,000 | $ 1,725,000 | $ 26,400,000 | |||||||||||||||||||||||
Investment Bankers [Member] | |||||||||||||||||||||||||||
Number of Warrants Issued | 5,000 | ||||||||||||||||||||||||||
Lender [Member] | |||||||||||||||||||||||||||
Number of Warrants Issued | 25,000 | ||||||||||||||||||||||||||
Mr Moyer [Member] | |||||||||||||||||||||||||||
Reimbursable Expenses | $ 69,000 | ||||||||||||||||||||||||||
Mr Jonathan Gadzak [Member] | |||||||||||||||||||||||||||
Certain Expenses to be converted | 12,000 | ||||||||||||||||||||||||||
Series C Convertible Notes [Member] | |||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 28, 2018 | ||||||||||||||||||||||||||
Debt Instrument Convertible Conversion Price Description | The conversion price in effect upon an initial public offering was the lesser of $9.00 or the price per common share in the pre-money valuation immediately prior to the initial public offering multiplied by 80%. The conversion price at any other conversion event was $9.00. | ||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 0 | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 7,353 | 327 | |||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 2,880,000 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | $ 209,000 | ||||||||||||||||||||||||||
Extinguishment of Debt, Amount | $ 25,000 | 2,855,000 | |||||||||||||||||||||||||
Interest Payable | 172,000 | ||||||||||||||||||||||||||
Promissory Notes [Member] | |||||||||||||||||||||||||||
Extinguishment of Debt, Amount | 236,000 | ||||||||||||||||||||||||||
Interest Payable | 19,000 | ||||||||||||||||||||||||||
Series D Convertible Notes [Member] | |||||||||||||||||||||||||||
Debt Instrument Convertible Conversion Price Description | The conversion price in effect upon the initial public offering was the lesser of $4.50 or the highest price per common share sold in the initial public offering multiplied by 75%. The conversion price at any other conversion event was $4.50 | ||||||||||||||||||||||||||
Interest Expense, Debt | 4,791,000 | ||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 3,268,000 | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,783,334 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | $ 386,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 10.00% | ||||||||||||||||||||||||||
Series D Convertible Notes [Member] | Investor [Member] | |||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 4,717,000 | ||||||||||||||||||||||||||
Series E Convertible Notes [Member] | |||||||||||||||||||||||||||
Debt Instrument Convertible Conversion Price Description | The conversion price in effect upon on initial public offering was the lesser of $4.50 or the highest price per common share sold in the initial public offering multiplied by 75%. The conversion price at any other conversion event was the lessor of $4.50 or the price per share issued by the Company in connection with any sale involving substantially all the assets of the Company. | ||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 70,000 | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 4.50 | $ 4.50 | |||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 5,000,000 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | $ 275,000 | ||||||||||||||||||||||||||
Repayments of Convertible Debt | 5,882,000 | ||||||||||||||||||||||||||
Default Interest And Penalties | 1,098,000 | ||||||||||||||||||||||||||
Reimbursement Of Legal Fees | 179,000 | ||||||||||||||||||||||||||
Reimbursement Of Consulting Travel And Lodging Fees | 102,000 | ||||||||||||||||||||||||||
Repayments of Debt | $ 7,261,000 | ||||||||||||||||||||||||||
Warrants Issuable In Connection With Default Notice | 487,865 | ||||||||||||||||||||||||||
Default Interest And Penalties | $ 1,098,000 | ||||||||||||||||||||||||||
Series F Convertible Notes [Member] | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | ||||||||||||||||||||||||||
Debt Instrument Convertible Conversion Price Description | The conversion price in effect upon on an initial public offering shall be the lesser of $4.50 or the highest price per common share sold in the initial public offering multiplied by 60%. | ||||||||||||||||||||||||||
Interest Expense, Debt | 865,000 | ||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 11,996,000 | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,849,210 | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 4.50 | $ 4.50 | |||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 225,000 | $ 10,345,000 | |||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Current | $ 135,300 | ||||||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 9,527,144 | ||||||||||||||||||||||||||
Series G Convertible Notes [Member] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,813,000 | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 15, 2018 | ||||||||||||||||||||||||||
Interest Expense, Debt | 562,500 | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 625,000 | ||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 9,819,000 | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,406,250 | ||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 2,200,000 | ||||||||||||||||||||||||||
Cancellation of Reimbursement Payable | $ 50,000 | ||||||||||||||||||||||||||
Convertible Notes Payable | $ 2,812,500 | ||||||||||||||||||||||||||
Debt Instrument Original Issue Discount | 15.00% | 15.00% | |||||||||||||||||||||||||
Increase in Debt Instrument Original Issue Discount | 20.00% | 20.00% | |||||||||||||||||||||||||
Debt Conversion, Description | (i) extend the maturity date of such notes from July 15, 2018 to July 25, 2018 and (ii) agreed to make the Series G Notes automatically convertible in connection with an initial public offering at a conversion price of the lesser of $4.50 or 40% of the highest price of the common stock sold in an initial public offering. | ||||||||||||||||||||||||||
Warrant [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 72,000 | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6.25 | ||||||||||||||||||||||||||
Warrant [Member] | Investor [Member] | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,000 | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4 | ||||||||||||||||||||||||||
Warrant [Member] | Series C Convertible Notes [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 26,354 | ||||||||||||||||||||||||||
Warrant [Member] | Series C Convertible Notes [Member] | Investor [Member] | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 188,236 | ||||||||||||||||||||||||||
Warrant [Member] | Series D Convertible Notes [Member] | |||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 2,035,434 | ||||||||||||||||||||||||||
Warrant [Member] | Series D Convertible Notes [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 380,449 | ||||||||||||||||||||||||||
Warrant [Member] | Series D Convertible Notes [Member] | Investor [Member] | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,017,692 | ||||||||||||||||||||||||||
Warrant [Member] | Series E Convertible Notes [Member] | |||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 3,102,245 | ||||||||||||||||||||||||||
Warrant [Member] | Series E Convertible Notes [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 114,380 | ||||||||||||||||||||||||||
Warrant [Member] | Series E Convertible Notes [Member] | Investor [Member] | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,307,190 | ||||||||||||||||||||||||||
Warrant [Member] | Series F Convertible Notes [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 233,111 | ||||||||||||||||||||||||||
Warrant [Member] | Series F Convertible Notes [Member] | Lender [Member] | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,174,447 | ||||||||||||||||||||||||||
Warrant [Member] | Series G Convertible Notes [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 58,334 | ||||||||||||||||||||||||||
Warrant [Member] | Series G Convertible Notes [Member] | Lender [Member] | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 833,350 | ||||||||||||||||||||||||||
February 2016 Note [Member] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 31, 2017 | Jun. 30, 2018 | Sep. 1, 2017 | ||||||||||||||||||||||||
Debt Instrument Convertible Conversion Price Description | The conversion price was the lesser of $4.50 or the highest price per common share sold in the IPO or paid by a buyer upon a change in control multiplied by 75%. | ||||||||||||||||||||||||||
Interest Expense, Debt | $ 17,000 | ||||||||||||||||||||||||||
February 2016 Note [Member] | Warrant [Member] | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 33,334 | ||||||||||||||||||||||||||
May 2016 Note [Member] | |||||||||||||||||||||||||||
Proceeds from Collection of Advance from Significant Shareholder | $ 300,000 | ||||||||||||||||||||||||||
Minimum Investments to be Received | $ 500,000 | ||||||||||||||||||||||||||
Proceeds from Collection of Additional Investments from Significant Shareholder | $ 201,000 | ||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 201,000 | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 4.50 | ||||||||||||||||||||||||||
May 2016 Note [Member] | Series G Convertible Notes [Member] | |||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 4.50 | ||||||||||||||||||||||||||
May 2016 Note [Member] | Preferred Stock [Member] | |||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 111,307 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Quoted prices in active markets (Level 1) [Member] | ||
Liabilities: | ||
Derivative liability | $ 0 | |
Quoted prices in active markets (Level 1) [Member] | Warrant [Member] | ||
Liabilities: | ||
Warrant liability | 0 | $ 0 |
Significant other observable inputs (Level 2) [Member] | ||
Liabilities: | ||
Derivative liability | 0 | |
Significant other observable inputs (Level 2) [Member] | Warrant [Member] | ||
Liabilities: | ||
Warrant liability | 0 | 0 |
Significant unobservable inputs (Level 3) [Member] | ||
Liabilities: | ||
Derivative liability | 24 | |
Significant unobservable inputs (Level 3) [Member] | Warrant [Member] | ||
Liabilities: | ||
Warrant liability | $ 387 | $ 210 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of changes in fair value of the Company's warrant liability measured at fair value using significant unobservable inputs (Level 3) (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Beginning balance | $ 210 | $ 1,228 |
Additions | 18 | 241 |
Change in fair value | (204) | 8,051 |
Reclass to additional paid-in capital | 0 | (9,310) |
Ending balance | $ 24 | $ 210 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of the weighted average significant unobservable inputs (Level 3 inputs) used in measuring the Company's warrant liability that is categorized within Level 3 of the fair value hierarchy (Details) | Dec. 31, 2019$ / shares | Dec. 31, 2018USD ($)$ / shares | Oct. 30, 2018$ / shares | Sep. 30, 2018$ / shares |
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | ||
Warrant [Member] | Consultant [Member] | Measurement Input, Price Volatility [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 59 | |||
Warrant [Member] | Consultant [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 2.94 | |||
Warrant [Member] | Consultant [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 0 | |||
Significant unobservable inputs (Level 3) [Member] | Derivative Liability [Member] | ||||
Common Stock Price | $ 5 | |||
Significant unobservable inputs (Level 3) [Member] | Derivative Liability [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 0 | |||
Significant unobservable inputs (Level 3) [Member] | Warrant [Member] | ||||
Common Stock Price | $ 0.61 | $ 3.42 | ||
Significant unobservable inputs (Level 3) [Member] | Warrant [Member] | Measurement Input, Expected Term [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 3.26 | 4.27 | ||
Significant unobservable inputs (Level 3) [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 62 | 58 | ||
Significant unobservable inputs (Level 3) [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Warrants and Rights Outstanding, Measurement Input | 1.62 | 2.58 |
Fair Value Measurements - sum_3
Fair Value Measurements - summary of changes in fair value of the Company's derivative liability measured at fair value using significant unobservable inputs (Level 3) (Details) - Derivative Liability [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Beginning balance | $ 0 | $ 20,832 |
Additions | 216 | 7,886 |
Change in fair value | 171 | 14,294 |
Reclassification to equity at initial public offering | 0 | (43,012) |
Ending balance | $ 387 | $ 0 |
Fair Value Measurements - weigh
Fair Value Measurements - weighted average significant unobservable inputs (Level 3 inputs) (Details4) - Significant unobservable inputs (Level 3) [Member] - Derivative Liability [Member] | Sep. 30, 2018$ / shares |
Common Stock Price | $ 5 |
Measurement Input, Expected Term [Member] | |
Derivative Liability, Measurement Input | 0.50 |
Measurement Input, Price Volatility [Member] | |
Derivative Liability, Measurement Input | 65 |
Measurement Input, Risk Free Interest Rate [Member] | |
Derivative Liability, Measurement Input | 2.20 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - $ / shares | 3 Months Ended | |||
Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2019 | Jul. 25, 2018 | |
Estimating Fair Value Offering Price | $ 5 | |||
Series A Preferred Stock [Member] | ||||
Debt Instrument, Convertible, Conversion Price | $ 1.50 | |||
Debt Instrument, Interest Rate, Stated Percentage | 95.00% | |||
Measurement Input, Default Rate [Member] | ||||
Fair Value Input Probability Of Default | 50.00% | 50.00% |
Convertible Preferred Stock a_3
Convertible Preferred Stock and Stockholders' Equity - (Details) - USD ($) | Apr. 18, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||
Temporary Equity, Shares Authorized | 1,250,000 | 1,250,000 | |
Liquidation preference | $ 1,056,000 | $ 0 | |
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Temporary Equity, Shares Authorized | 1,250,000 | ||
Preferred Stock, Shares Issued and Outstanding | 250,000 | ||
Proceeds from the issuance of preferred stock, net of issuance costs | $ 1,000,000 | $ 920,000 | |
Conversion price per share | $ 4 | $ 4 | |
Liquidation preference | $ 1,056,000 |
Convertible Preferred Stock a_4
Convertible Preferred Stock and Stockholders' Equity - Warrants for common stock outstanding and exercisable (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | ||
Exercise Price | $ 3.58 | |
Warrants Outstanding | 7,937,094 | 2,543,577 |
Remaining Life (years) | 3 years | 3 years 6 months 29 days |
Warrants Exercisable | 7,739,822 | 2,543,577 |
Exercise Price Range One [Member] | ||
Class of Stock [Line Items] | ||
Exercise Price | $ 2 | |
Warrants Outstanding | 2,653,956 | 275,000 |
Remaining Life (years) | 2 years 11 months 12 days | 4 years 3 months 4 days |
Warrants Exercisable | 2,456,684 | 97,778 |
Exercise Price Range One [Member] | Minimum [Member] | ||
Class of Stock [Line Items] | ||
Exercise Price | $ 0.79 | |
Exercise Price Range One [Member] | Maximum [Member] | ||
Class of Stock [Line Items] | ||
Exercise Price | $ 2.18 | |
Exercise Price Range Two [Member] | ||
Class of Stock [Line Items] | ||
Warrants Outstanding | 3,638,911 | 5,522,720 |
Remaining Life (years) | 2 years 11 months 9 days | 4 years 2 months 16 days |
Warrants Exercisable | 3,638,911 | 5,522,720 |
Exercise Price Range Two [Member] | Minimum [Member] | ||
Class of Stock [Line Items] | ||
Exercise Price | $ 3 | $ 3 |
Exercise Price Range Two [Member] | Maximum [Member] | ||
Class of Stock [Line Items] | ||
Exercise Price | $ 4 | $ 4 |
Exercise Price Range Three [Member] | ||
Class of Stock [Line Items] | ||
Warrants Outstanding | 187,767 | 298,882 |
Remaining Life (years) | 1 year 4 months 28 days | 2 years 8 months 23 days |
Warrants Exercisable | 187,767 | 298,882 |
Exercise Price Range Three [Member] | Minimum [Member] | ||
Class of Stock [Line Items] | ||
Exercise Price | $ 4.50 | $ 4.50 |
Exercise Price Range Three [Member] | Maximum [Member] | ||
Class of Stock [Line Items] | ||
Exercise Price | $ 4.95 | 4.95 |
Exercise Price Range Four Member [Member] | ||
Class of Stock [Line Items] | ||
Warrants Outstanding | 1,454,826 | |
Remaining Life (years) | 2 years 7 months 13 days | |
Warrants Exercisable | 1,454,826 | |
Exercise Price Range Four Member [Member] | Minimum [Member] | ||
Class of Stock [Line Items] | ||
Exercise Price | $ 5.40 | 5.40 |
Exercise Price Range Four Member [Member] | Maximum [Member] | ||
Class of Stock [Line Items] | ||
Exercise Price | 6.25 | 6.25 |
Exercise Price Range Five Member [Member] | ||
Class of Stock [Line Items] | ||
Exercise Price | $ 10.35 | $ 10.35 |
Warrants Outstanding | 1,634 | 1,634 |
Remaining Life (years) | 1 year 3 months 11 days | 2 years 3 months 11 days |
Warrants Exercisable | 1,634 | 1,634 |
Exercise Price Range Six [Member] | ||
Class of Stock [Line Items] | ||
Exercise Price | $ 3.85 | |
Warrants Outstanding | 8,641,813 | |
Remaining Life (years) | 3 years 11 months 19 days | |
Warrants Exercisable | 8,464,591 |
Convertible Preferred Stock a_5
Convertible Preferred Stock and Stockholders' Equity - Additional Information (Details) | Sep. 25, 2019USD ($)$ / sharesshares | Sep. 09, 2019shares | Sep. 01, 2019shares | Apr. 18, 2019USD ($)$ / sharesshares | Mar. 01, 2019shares | Jan. 04, 2019shares | Oct. 30, 2018USD ($)$ / sharesshares | Jul. 25, 2018$ / sharesshares | Aug. 31, 2019USD ($)$ / sharesshares | Jul. 31, 2019USD ($)$ / sharesshares | May 31, 2019USD ($)$ / sharesshares | Apr. 30, 2019USD ($)$ / sharesshares | Aug. 31, 2018USD ($)$ / sharesshares | Jul. 31, 2018USD ($)$ / sharesshares | Jul. 25, 2018USD ($)$ / sharesshares | Apr. 30, 2018$ / sharesshares | Feb. 28, 2018shares | Jan. 31, 2018shares | Sep. 30, 2018USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Oct. 16, 2020shares | May 21, 2020shares | Nov. 06, 2019shares | Nov. 03, 2019shares | Oct. 16, 2019$ / shares | Jul. 26, 2018shares | Jun. 15, 2018shares | Dec. 31, 2017shares | Jul. 31, 2017 | Mar. 31, 2017$ / shares | Jan. 31, 2017$ / shares | Jul. 23, 2010shares |
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued | shares | 2,762,594 | 2,762,594 | 41,438,818 | ||||||||||||||||||||||||||||||
Temporary Equity, Shares Issued | shares | 250,000 | 0 | |||||||||||||||||||||||||||||||
Temporary Equity, Dividend Rate, Percentage | 8.00% | 8.00% | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 255,102 | 3,222 | 208,350 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5.40 | $ 5.40 | |||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ | $ 1,167,000 | $ 0 | |||||||||||||||||||||||||||||||
Fair value of warrant | $ | $ 250,000 | ||||||||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ | $ (204,000) | $ 8,051,000 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | shares | 153,126 | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | In the event an employee resigns prior to the date when all such shares have been released, the shares will be released at the rate of 16.5% every six months, until 100% of such shares are released. In the event that a director resigns prior to the date when all such shares have been released, the shares will be released in three tranches at the rate of 33.4%, 33.3% and 33.3% six months from the dates such shares were originally due to be released. | ||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 99,594 | ||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | 110,000 | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ | $ (87,000) | $ (499,000) | |||||||||||||||||||||||||||||||
Payments Related to Tax Withholding for Share-based Compensation | $ | $ 87,000 | $ 499,000 | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | shares | 21,132 | 964,505 | |||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Shares Issued | shares | 400,000 | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 792,906 | ||||||||||||||||||||||||||||||||
Share-based Compensation Award, Tranche One [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 929,264 | ||||||||||||||||||||||||||||||||
Share-based Compensation Award, Tranche Two [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 35,241 | ||||||||||||||||||||||||||||||||
Series C Convertible Note [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 327 | ||||||||||||||||||||||||||||||||
Series F Convertible Note [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 months | ||||||||||||||||||||||||||||||||
Measurement Input, Expected Term [Member] | Investment Bankers [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 5 | 5 | |||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | shares | 7,739,822 | 2,543,577 | |||||||||||||||||||||||||||||||
Warrant [Member] | Warrant Amendment Agreement | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Reduced Exercise Price of Warrants or Rights | $ / shares | $ 0.80 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 50,000 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4 | ||||||||||||||||||||||||||||||||
Warrant Term | 3 years | ||||||||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ | $ 135,000 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 72,000 | 72,000 | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 6.25 | $ 6.25 | |||||||||||||||||||||||||||||||
Warrant Term | 5 years | ||||||||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ | $ 169,000 | ||||||||||||||||||||||||||||||||
Share Price | $ / shares | $ 5 | $ 5 | |||||||||||||||||||||||||||||||
Warrant [Member] | Series D Convertible Note [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5.40 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Series F Convertible Note [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,174,447 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5.40 | ||||||||||||||||||||||||||||||||
Warrant Term | 5 years | ||||||||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ | $ 44,000 | $ 300,000 | |||||||||||||||||||||||||||||||
Share Price | $ / shares | $ 4.03 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Series F Convertible Note [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 200,001 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5.40 | ||||||||||||||||||||||||||||||||
Share Price | $ / shares | $ 4.03 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Series E Convertible Note [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 487,864 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3 | ||||||||||||||||||||||||||||||||
Warrant Term | 5 years | ||||||||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ | $ 1,590,095 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Series G Notes [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 208,350 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5.40 | ||||||||||||||||||||||||||||||||
Warrant Term | 5 years | ||||||||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ | $ 366,000 | ||||||||||||||||||||||||||||||||
Share Price | $ / shares | $ 4.03 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Series G Notes [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 58,334 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5.40 | ||||||||||||||||||||||||||||||||
Warrant Term | 5 years | ||||||||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ | $ 102,000 | ||||||||||||||||||||||||||||||||
Share Price | $ / shares | $ 4.03 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | Series F Convertible Note [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | Series F Convertible Note [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | Series E Convertible Note [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 5 | 0 | |||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | Series G Notes [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | Series G Notes [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 60 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 59 | 59 | |||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | Series F Convertible Note [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 57 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | Series F Convertible Note [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 57 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | Series E Convertible Note [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 59 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | Series G Notes [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 59 | 57 | |||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | Series G Notes [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 57 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 2.88 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 2.86 | 2.86 | |||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Series F Convertible Note [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 2.14 | 2.82 | |||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Series F Convertible Note [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 1.9 | 2.82 | |||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Series E Convertible Note [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 2.82 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Series G Notes [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 2.77 | 2.81 | |||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Series G Notes [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 2.82 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Expected Term [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 3 years | ||||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Expected Term [Member] | Series F Convertible Note [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 5 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Expected Term [Member] | Series F Convertible Note [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 5 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Expected Term [Member] | Series E Convertible Note [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 5 | ||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Expected Term [Member] | Series G Notes [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 5 | ||||||||||||||||||||||||||||||||
Warrant [Member] | Measurement Input, Expected Term [Member] | Series G Notes [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 5 | ||||||||||||||||||||||||||||||||
Original Warrants | Warrant Amendment Agreement | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.70 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Reduced Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Amended Exercise Price of Warrants or Rights | $ / shares | $ 0.79 | ||||||||||||||||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Exercises In Period | $ | $ 1,128,381 | ||||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ | $ 903,000 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding | shares | 1,381,403 | 414,364 | 2,500,000 | 152,944 | |||||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ | $ 840,000 | ||||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ | $ 892,000 | ||||||||||||||||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ | $ 2,156,394 | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | shares | 942,906 | ||||||||||||||||||||||||||||||||
Fairvalue price | $ / shares | $ 0.98 | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years 10 months 13 days | ||||||||||||||||||||||||||||||||
Unrecognized Tax Benefits, Interest on Income Taxes Expense | $ | $ 816,000 | ||||||||||||||||||||||||||||||||
Share-based Compensation Award, Tranche One [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.40% | ||||||||||||||||||||||||||||||||
Share-based Compensation Award, Tranche Two [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.30% | ||||||||||||||||||||||||||||||||
Share-based Compensation Award, Tranche Three [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.30% | ||||||||||||||||||||||||||||||||
Employees [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | shares | 1,284,470 | ||||||||||||||||||||||||||||||||
Mr Michael Howse [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 275,000 | 275,000 | 97,778 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2 | ||||||||||||||||||||||||||||||||
Warrant Term | 9 months | ||||||||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ | $ 14,000 | $ 220,909 | |||||||||||||||||||||||||||||||
Share Price | $ / shares | $ 0.60 | ||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | shares | 177,222 | ||||||||||||||||||||||||||||||||
Mr Michael Howse [Member] | Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |||||||||||||||||||||||||||||||
Mr Michael Howse [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 62 | 58 | |||||||||||||||||||||||||||||||
Mr Michael Howse [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 1.67 | 2.58 | |||||||||||||||||||||||||||||||
Mr Michael Howse [Member] | Warrant [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 3.30 | 4.27 | |||||||||||||||||||||||||||||||
Walsh [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 225,102 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.98 | ||||||||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ | $ 216,000 | ||||||||||||||||||||||||||||||||
Share Price | $ / shares | $ 2.08 | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | shares | 200,000 | ||||||||||||||||||||||||||||||||
Walsh [Member] | Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | ||||||||||||||||||||||||||||||||
Walsh [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 59 | ||||||||||||||||||||||||||||||||
Walsh [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 2.38 | ||||||||||||||||||||||||||||||||
Walsh [Member] | Warrant [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 5 | ||||||||||||||||||||||||||||||||
Alexander Capital [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 122,272 | 40,816 | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.66 | $ 2.18 | |||||||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ | $ 70,000 | $ 43,000 | |||||||||||||||||||||||||||||||
Share Price | $ / shares | $ 1.36 | $ 2.08 | |||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | shares | 197,272 | ||||||||||||||||||||||||||||||||
Alexander Capital [Member] | Warrant [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | shares | 75,000 | 122,272 | |||||||||||||||||||||||||||||||
Alexander Capital [Member] | Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | |||||||||||||||||||||||||||||||
Alexander Capital [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 60 | 59 | |||||||||||||||||||||||||||||||
Alexander Capital [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 2.18 | 2.38 | |||||||||||||||||||||||||||||||
Alexander Capital [Member] | Warrant [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 4 | ||||||||||||||||||||||||||||||||
George Oliva [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | shares | 150,000 | ||||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ | $ 12,000 | ||||||||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ | $ 104,400 | ||||||||||||||||||||||||||||||||
Consultant [Member] | Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | ||||||||||||||||||||||||||||||||
Consultant [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 59 | ||||||||||||||||||||||||||||||||
Consultant [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | $ / shares | 2.94 | ||||||||||||||||||||||||||||||||
Lippert Heishorn Associates Inc [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 40,000 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.24 | ||||||||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ | $ 23,000 | ||||||||||||||||||||||||||||||||
Share Price | $ / shares | $ 1.16 | ||||||||||||||||||||||||||||||||
Lippert Heishorn Associates Inc [Member] | Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | ||||||||||||||||||||||||||||||||
Lippert Heishorn Associates Inc [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 58 | ||||||||||||||||||||||||||||||||
Lippert Heishorn Associates Inc [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 1.88 | ||||||||||||||||||||||||||||||||
Lippert Heishorn Associates Inc [Member] | Warrant [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 5 | ||||||||||||||||||||||||||||||||
DFC Advisory Services, LLC [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 50,000 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.31 | ||||||||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ | $ 23,000 | ||||||||||||||||||||||||||||||||
Share Price | $ / shares | $ 1.01 | ||||||||||||||||||||||||||||||||
DFC Advisory Services, LLC [Member] | Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | ||||||||||||||||||||||||||||||||
DFC Advisory Services, LLC [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 58 | ||||||||||||||||||||||||||||||||
DFC Advisory Services, LLC [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 1.51 | ||||||||||||||||||||||||||||||||
DFC Advisory Services, LLC [Member] | Warrant [Member] | Measurement Input, Expected Term [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 5 | ||||||||||||||||||||||||||||||||
LongTerm Stock Incentive Plan [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award Maximum Percentage of Shares Authorized | 15.00% | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | shares | 300,000 | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 943,373 | 473,091 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ | $ 1,500,000 | $ 2,300,000 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Forfeitures | $ | $ 362,824 | $ 123,255 | |||||||||||||||||||||||||||||||
Restricted Stock Shares Withheld | shares | 46,422 | 92,555 | |||||||||||||||||||||||||||||||
Payments Related to Tax Withholding for Share-based Compensation | $ | $ 87,000 | $ 499,000 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 94,160 | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ | $ 437,517 | ||||||||||||||||||||||||||||||||
Common Shares [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 534,127 | 257,281 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ | $ 0 | $ 0 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 172,780 | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ | $ 246,000 | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 6,575,726 | 2,400,000 | |||||||||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ | $ 93,000 | ||||||||||||||||||||||||||||||||
Common Shares [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.95 | ||||||||||||||||||||||||||||||||
Share Price | $ / shares | $ 4.95 | $ 4.30 | |||||||||||||||||||||||||||||||
Common Shares [Member] | Warrant [Member] | Series F Convertible Note [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 25,000 | ||||||||||||||||||||||||||||||||
Common Shares [Member] | Warrant [Member] | Series F Convertible Note [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Share Price | $ / shares | $ 1.50 | ||||||||||||||||||||||||||||||||
Common Shares [Member] | Warrant [Member] | Series G Notes [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 625,000 | 625,000 | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.50 | $ 4.50 | |||||||||||||||||||||||||||||||
Warrant Term | 5 years | ||||||||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ | $ 2,506,250 | $ 1,253,125 | |||||||||||||||||||||||||||||||
Share Price | $ / shares | $ 4.03 | $ 4.03 | |||||||||||||||||||||||||||||||
Common Shares [Member] | Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | Series G Notes [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | ||||||||||||||||||||||||||||||||
Common Shares [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member] | Series G Notes [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 59 | ||||||||||||||||||||||||||||||||
Common Shares [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Series G Notes [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 2.77 | ||||||||||||||||||||||||||||||||
Common Shares [Member] | Warrant [Member] | Measurement Input, Expected Term [Member] | Series G Notes [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 5 | ||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||||||||||||||||||
Common Shares [Member] | Mr Michael Howse [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 165,000 | ||||||||||||||||||||||||||||||||
Share Price | $ / shares | $ 3.25 | ||||||||||||||||||||||||||||||||
Common Shares [Member] | Consultant [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 40,000 | ||||||||||||||||||||||||||||||||
Common unit [Member] | Warrant [Member] | Series F Convertible Note [Member] | Investment Bankers [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Share Price | $ / shares | 1.50 | ||||||||||||||||||||||||||||||||
Minimum [Member] | Original Warrants | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3 | ||||||||||||||||||||||||||||||||
Maximum [Member] | Original Warrants | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5.40 | ||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Temporary Equity, Shares Issued | shares | 250,000 | ||||||||||||||||||||||||||||||||
Temporary Equity, Par Value Per Share | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||||||
Temporary Equity, Stated Value Per Share | $ / shares | $ 4 | ||||||||||||||||||||||||||||||||
Temporary Equity, Dividend Rate, Percentage | 8.00% | ||||||||||||||||||||||||||||||||
Convertible Preferred Stock Conversion Price | $ / shares | $ 4 | $ 4 | |||||||||||||||||||||||||||||||
Convertible Preferred Stock Floor Price Per Share | $ / shares | $ 1.50 | ||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Convertible, Issue of Shares, Threshold Percentage | 19.99 | ||||||||||||||||||||||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ | $ 1,000,000 | $ 920,000 | |||||||||||||||||||||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ | $ 216,000 | ||||||||||||||||||||||||||||||||
Dividends | $ | $ 56,000 | ||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 95.00% | ||||||||||||||||||||||||||||||||
Preferred stock, Redemption Value Percentage | 120.00% | ||||||||||||||||||||||||||||||||
Share Price | $ / shares | $ 4 | ||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Convertible Preferred Stock Conversion Price | $ / shares | $ 1.50 | ||||||||||||||||||||||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ | $ 500,000 | ||||||||||||||||||||||||||||||||
Preferred stock, Redemption Basis, Amount Sought or Declared | $ | 100,000 | ||||||||||||||||||||||||||||||||
Preferred stock, Redemption Basis, Gain or Loss on Property | $ | 100,000 | ||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ | $ 5,000,000 | $ 500,000 |
Income Taxes - Income before In
Income Taxes - Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes | ||
Domestic | $ (12,028) | $ (67,327) |
Foreign | (2) | (22) |
Loss before provision for income taxes | $ (12,030) | $ (67,349) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 8 | 8 |
Foreign | 0 | 0 |
Total current provision for income taxes | 8 | 8 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total deferred provision for income taxes | 0 | 0 |
Total | $ 8 | $ 8 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss | $ 7,170 | $ 4,894 |
Accruals and reserves | 80 | 64 |
Amortization of intangible assets | 1,983 | 1,747 |
Other | 206 | 115 |
Gross deferred tax assets | 9,439 | 6,820 |
Valuation allowance | (9,382) | (6,783) |
Total deferred tax assets | 57 | 37 |
Deferred tax liabilities: | ||
Prepaid expenses | (57) | (37) |
Total deferred tax liabilities | (57) | (37) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes | |||
Income tax provision at statutory rate | 34.00% | 21.00% | 21.00% |
State taxes, net of federal benefit | 7.72% | (0.10%) | 0.00% |
Other permanent differences | (1.20%) | (13.90%) | |
Change in valuation allowance | (19.70%) | (7.10%) | |
Total income tax benefit (expense) | 0.00% | 0.00% | |
Income Tax Expense (Benefit) | $ 8 | $ 8 |
Income Taxes - Additional Infor
Income Taxes - Additional Informations (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Expense (Benefit) | $ 8,000 | $ 8,000 | |
Income tax provision at statutory rate | 34.00% | 21.00% | 21.00% |
Federal net operating loss carryforwards | $ 25,598,000 | ||
Percentage of taxable income limitation | 80.00% | ||
State net operating loss carryforwards | $ 25,589,000 | ||
Foreign net operating loss carryforwards | 24,000 | ||
increase (Decrease) in valuation allowance | 2,599,000 | $ 7,096,000 | |
Unrecognized Tax Benefits, Period Increase (Decrease) | $ 0 | $ 0 | |
Effective Income Tax Rate Reconciliation, Tax Credit, Percent | 50.00% | ||
Minimum [Member] | |||
Effective Income Tax Rate Reconciliation, Tax Credit, Percent | 50.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies | |||
Operating Leases, Rent Expense | $ 378,000 | $ 349,000 | |
Other Commitments, Description | The proceeds payable to a Plan participant were to equal an amount determined in accordance with the following formula: number of points held by participant, divided by total points outstanding, multiplied by 18% of Net Sale Price. For this purpose, "Net Sale Price" equaled the aggregate amount payable to the Company and/or its members in connection with a sale of the Company, less all amounts payable to creditors of the Company. | ||
Lease Expiration Date | Jul. 31, 2018 | Oct. 31, 2018 | |
Operating Leases, 2020 | $ 304,000 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 17, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net Carrying Amount | $ 28,000 | ||
Trademarks [Member] | |||
Estimated Useful Life (in Years) | 36 months | 3 years | 3 years |
Gross Carrying Amount | $ 100,000 | $ 100,000 | |
Accumulated Amortization | 72,000 | 39,000 | |
Net Carrying Amount | $ 28,000 | $ 61,000 |
Intangible Assets - Additional
Intangible Assets - Additional Informations (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 17, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Payments to Acquire Intangible Assets | $ 35,000 | $ 87,000 | |
Future amortization expense | 28,000 | ||
Trademarks [Member] | |||
Future amortization expense | $ 28,000 | $ 61,000 | |
Finite-Lived Intangible Asset, Useful Life | 36 months | 3 years | 3 years |
Related Parties (Details)
Related Parties (Details) - USD ($) | Nov. 06, 2019 | Nov. 03, 2019 | Oct. 16, 2019 | Oct. 08, 2019 | Oct. 07, 2019 | May 16, 2019 | Apr. 18, 2019 | Apr. 17, 2019 | Jan. 04, 2019 | Feb. 12, 2016 | Apr. 04, 2015 | Jan. 05, 2015 | Aug. 31, 2019 | Apr. 18, 2019 | Jul. 25, 2018 | Apr. 30, 2018 | Feb. 28, 2018 | Nov. 30, 2016 | Jul. 31, 2016 | Feb. 29, 2016 | Sep. 18, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 04, 2019 | May 31, 2019 | Jul. 31, 2018 | Jul. 15, 2018 | Jun. 30, 2018 | Jun. 29, 2018 | Jun. 15, 2018 | Apr. 06, 2018 | Nov. 30, 2017 | May 17, 2017 | Jan. 31, 2017 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 255,102 | 255,102 | 3,222 | 208,350 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.40 | $ 5.40 | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 6,500,000 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 13,889 | 722,222 | 39,216 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 99,594 | |||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 300,000 | $ 0 | $ 30,450,000 | |||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Shares Issued | 400,000 | |||||||||||||||||||||||||||||||||
Number of warrants exercised | 112,000 | |||||||||||||||||||||||||||||||||
Proceeds from exercise of warrants | 7,246 | |||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 1,000,000 | 920,000 | ||||||||||||||||||||||||||||||||
Minimum [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | 500,000 | |||||||||||||||||||||||||||||||||
Maximum [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 5,000,000 | $ 500,000 | ||||||||||||||||||||||||||||||||
Alexander Capital [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.18 | |||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Apr. 18, 2024 | |||||||||||||||||||||||||||||||||
Number of Warrants Issued | 40,816 | |||||||||||||||||||||||||||||||||
Medalist Funds [Member] | ||||||||||||||||||||||||||||||||||
Convertible Notes Payable, Current | $ 47,223 | |||||||||||||||||||||||||||||||||
Proceeds from exercise of warrants | 327,000 | |||||||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs (in shares) | 414,364 | |||||||||||||||||||||||||||||||||
Hansong Technology [Member] | ||||||||||||||||||||||||||||||||||
Purchase of wireless audio speaker systems from related party | $ 360,000 | |||||||||||||||||||||||||||||||||
Financial Service [Member] | Alexander Capital [Member] | ||||||||||||||||||||||||||||||||||
Investment Income, Net | $ 80,000 | |||||||||||||||||||||||||||||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 321,000 | |||||||||||||||||||||||||||||||||
Series G Notes [Member] | Medalist Funds [Member] | ||||||||||||||||||||||||||||||||||
Convertible Notes Payable, Current | $ 2,438,000 | |||||||||||||||||||||||||||||||||
April 2015 Note [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 450,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 31, 2017 | Jun. 30, 2018 | ||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 155,373 | |||||||||||||||||||||||||||||||||
February 2016 Note [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 31, 2017 | Jun. 30, 2018 | Sep. 1, 2017 | |||||||||||||||||||||||||||||||
January 2015 Note [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 5, 2015 | Jun. 30, 2018 | Sep. 1, 2017 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 39,653 | |||||||||||||||||||||||||||||||||
September 2015 Note [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 200,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2018 | Sep. 1, 2017 | Jan. 31, 2017 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 68,544 | |||||||||||||||||||||||||||||||||
Hallo Note [Member] | ||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 56,723 | |||||||||||||||||||||||||||||||||
Series F Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,849,210 | |||||||||||||||||||||||||||||||||
Series F Convertible Notes [Member] | Medalist Funds [Member] | ||||||||||||||||||||||||||||||||||
Convertible Notes Payable, Current | 2,000,000 | |||||||||||||||||||||||||||||||||
Warrant [Member] | Alexander Capital [Member] | ||||||||||||||||||||||||||||||||||
Payments of Stock Issuance Costs | 51,374 | |||||||||||||||||||||||||||||||||
Warrant [Member] | Medalist Funds [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 180,570 | 222,222 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.79 | |||||||||||||||||||||||||||||||||
Warrant [Member] | February 2016 Note [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 33,334 | |||||||||||||||||||||||||||||||||
Warrant [Member] | Series D Convertible Note [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.40 | |||||||||||||||||||||||||||||||||
Brett Moyer [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.50 | |||||||||||||||||||||||||||||||||
Other Expenses | $ 50,000 | |||||||||||||||||||||||||||||||||
Brett Moyer [Member] | Series G Notes [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | |||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 63,000 | |||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 157,881 | |||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 537,000 | |||||||||||||||||||||||||||||||||
Notes Payable, Related Parties, Current | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||
Brett Moyer [Member] | Series D Convertible Note [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 10.00% | |||||||||||||||||||||||||||||||||
Debt Conversion Converted Instrument Percentage of Shares Held | 1.90% | 1.50% | ||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2018 | |||||||||||||||||||||||||||||||||
Brett Moyer [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 9,058 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.40 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 4,630 | |||||||||||||||||||||||||||||||||
Number of warrants exercised | $ 9,058 | |||||||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs (in shares) | 1,294 | |||||||||||||||||||||||||||||||||
Gary Williams [Member] | ||||||||||||||||||||||||||||||||||
Debt Conversion Converted Instrument Percentage of Shares Held | 1.00% | |||||||||||||||||||||||||||||||||
Gary Williams [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||
Number of warrants exercised | $ 3,578 | |||||||||||||||||||||||||||||||||
Proceeds from exercise of warrants | 2,862 | |||||||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs (in shares) | 512 | |||||||||||||||||||||||||||||||||
Michael Fazio [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | $ 2 | $ 4.50 | |||||||||||||||||||||||||||||||
Convertible Notes Payable, Current | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 487,864 | 2,614,381 | ||||||||||||||||||||||||||||||||
Michael Fazio [Member] | Series E Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 5,000,000 | |||||||||||||||||||||||||||||||||
Jonathan Gazdak [Member] | ||||||||||||||||||||||||||||||||||
Debt Conversion Converted Instrument Percentage of Shares Held | 1.00% | |||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,647 | |||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 21,000 | |||||||||||||||||||||||||||||||||
Jonathan Gazdak [Member] | Series D Convertible Note [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 10.00% | |||||||||||||||||||||||||||||||||
Convertible Notes Payable, Current | $ 0 | 0 | ||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2018 | |||||||||||||||||||||||||||||||||
Jonathan Gazdak [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,569 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.40 | |||||||||||||||||||||||||||||||||
Number of warrants exercised | $ 3,138 | |||||||||||||||||||||||||||||||||
Proceeds from exercise of warrants | 2,510 | |||||||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs (in shares) | 449 | |||||||||||||||||||||||||||||||||
Jonathan Gazdak [Member] | Warrant [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.30 | |||||||||||||||||||||||||||||||||
Jonathan Gazdak [Member] | Warrant [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.40 | |||||||||||||||||||||||||||||||||
Brian Herr [Member] | Medalist Funds [Member] | ||||||||||||||||||||||||||||||||||
Convertible Notes Payable, Current | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||
Debt Conversion Converted Instrument Percentage of Shares Held | 8.30% | 12.80% | ||||||||||||||||||||||||||||||||
Payments of Stock Issuance Costs | $ 46,294 | |||||||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs (in shares) | 57,868 | |||||||||||||||||||||||||||||||||
Brian Herr [Member] | Series G Notes [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 541,666 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | $ 4.50 | ||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,950,348 | |||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 3,950,000 | |||||||||||||||||||||||||||||||||
Michael Howse [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 275,000 | 65,000 | ||||||||||||||||||||||||||||||||
Debt Conversion Converted Instrument Percentage of Shares Held | 0.00% | |||||||||||||||||||||||||||||||||
Michael Howse [Member] | Achievement of significant milestone [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 110,000 | |||||||||||||||||||||||||||||||||
Michael Howse [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 165,000 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||||||||||||||||||||||||||||||
Helge Kristensen [Member] | ||||||||||||||||||||||||||||||||||
Debt Conversion Converted Instrument Percentage of Shares Held | 1.00% | |||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 27,923 | |||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 50,000 | |||||||||||||||||||||||||||||||||
Notes Payable, Related Parties, Current | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||
Helge Kristensen [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.40 | |||||||||||||||||||||||||||||||||
Helge Kristensen [Member] | Warrant [Member] | Hansong Technology [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 942 | |||||||||||||||||||||||||||||||||
Carl E Berg [Member] | ||||||||||||||||||||||||||||||||||
Convertible Notes Payable, Current | $ 1,479,000 | |||||||||||||||||||||||||||||||||
Debt Conversion Converted Instrument Percentage of Shares Held | 6.50% | 10.40% | ||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 464,687 | |||||||||||||||||||||||||||||||||
Notes Payable, Related Parties, Current | $ 0 | |||||||||||||||||||||||||||||||||
Carl E Berg [Member] | Other Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 10.00% | |||||||||||||||||||||||||||||||||
Carl E Berg [Member] | Series D Convertible Note [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2018 | |||||||||||||||||||||||||||||||||
Carl E Berg [Member] | Warrant [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 110,000 | |||||||||||||||||||||||||||||||||
Carl E Berg [Member] | Warrant [Member] | Other Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 25,965 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.40 | |||||||||||||||||||||||||||||||||
Carl E Berg [Member] | Warrant [Member] | Series D Convertible Note [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 39,216 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.40 | |||||||||||||||||||||||||||||||||
Lisa Walsh [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.40 | |||||||||||||||||||||||||||||||||
Lisa Walsh [Member] | Series D Convertible Note [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 10.00% | |||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2018 | |||||||||||||||||||||||||||||||||
Lisa Walsh [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 112,419 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.40 | |||||||||||||||||||||||||||||||||
Walsh [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,938,650 | 69,444 | 23,150 | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.70 | $ 3 | $ 4.50 | $ 4.50 | ||||||||||||||||||||||||||||||
Convertible Notes Payable, Current | $ 8,330,000 | $ 0 | ||||||||||||||||||||||||||||||||
Debt Conversion Converted Instrument Percentage of Shares Held | 22.80% | 26.40% | ||||||||||||||||||||||||||||||||
Proceeds from exercise of warrants | 700,000 | |||||||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs (in shares) | 1,000,000 | |||||||||||||||||||||||||||||||||
Walsh [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 250,000 | 250,000 | ||||||||||||||||||||||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 1,000,000 | |||||||||||||||||||||||||||||||||
Walsh [Member] | Series G Notes [Member] | ||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 288,000 | |||||||||||||||||||||||||||||||||
Walsh [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 255,102 | 255,102 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.98 | $ 1.98 | ||||||||||||||||||||||||||||||||
Number of warrants exercised | $ 519,827 | |||||||||||||||||||||||||||||||||
Proceeds from exercise of warrants | 416,000 | |||||||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs (in shares) | 74,261 | |||||||||||||||||||||||||||||||||
Underwriting Agreement [Member] | Alexander Capital [Member] | ||||||||||||||||||||||||||||||||||
Payments of Stock Issuance Costs | $ 900,000 | |||||||||||||||||||||||||||||||||
Underwriting Agreement [Member] | Alexander Capital [Member] | Non Accountable Expense Allowance [Member] | ||||||||||||||||||||||||||||||||||
Payments of Stock Issuance Costs | 120,000 | |||||||||||||||||||||||||||||||||
Underwriting Agreement [Member] | Alexander Capital [Member] | Reimbursements [Member] | ||||||||||||||||||||||||||||||||||
Payments of Stock Issuance Costs | $ 100,000 | |||||||||||||||||||||||||||||||||
Underwriting Agreement [Member] | Jonathan Gazdak [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 72,000 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6.25 | |||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 180 days | |||||||||||||||||||||||||||||||||
Engagement Letter [Member] | Alexander Capital [Member] | ||||||||||||||||||||||||||||||||||
Number of Warrants Issued | 588,391 | |||||||||||||||||||||||||||||||||
Public Offering Underwriting Agreement [Member] | Alexander Capital [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.875 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 75,000 | |||||||||||||||||||||||||||||||||
Payments of Stock Issuance Costs | $ 131,250 | $ 406,554 | ||||||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs (in shares) | 4,075,726 | |||||||||||||||||||||||||||||||||
Public Offering Underwriting Agreement [Member] | Alexander Capital [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||
Issuance of common stock, net of issuance costs (in shares) | 2,500,000 | |||||||||||||||||||||||||||||||||
Public Offering Underwriting Agreement [Member] | Alexander Capital [Member] | Non Accountable Expense Allowance [Member] | ||||||||||||||||||||||||||||||||||
Payments of Stock Issuance Costs | 17,500 | 54,207 | ||||||||||||||||||||||||||||||||
Public Offering Underwriting Agreement [Member] | Alexander Capital [Member] | Reimbursements [Member] | ||||||||||||||||||||||||||||||||||
Payments of Stock Issuance Costs | $ 43,750 | $ 100,000 | ||||||||||||||||||||||||||||||||
Public Offering Underwriting Agreement [Member] | Jonathan Gazdak [Member] | ||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 122,272 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.66 |
Segment Information (Details)
Segment Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 1,666,000 | $ 1,374,000 |
United States [Member] | ||
Revenues | 23 | 7 |
Europe [Member] | ||
Revenues | 456 | 533 |
Asia Pacific [Member] | ||
Revenues | $ 1,187 | $ 834 |
Subsequent Events - February 20
Subsequent Events - February 2020 Private Placement (Details) | Mar. 22, 2020USD ($) | Feb. 28, 2020USD ($)item$ / sharesshares | Dec. 31, 2019$ / sharesshares | Apr. 18, 2019shares | Jun. 15, 2018shares | Jan. 31, 2017$ / shares |
Warrants to purchase shares of common stock | 3,222 | 255,102 | 208,350 | |||
Exercise price of warrants | $ / shares | $ 5.40 | $ 5.40 | ||||
Subsequent Event [Member] | Private Placement [Member] | ||||||
Number of escrow drawdowns | item | 4 | |||||
Number of unit issues , Value | $ | $ 835,000 | |||||
Number of shares per unit | 1 | |||||
Number of warrants per unit | 0.50 | |||||
Share Price | $ / shares | $ 0.4585 | |||||
Gross proceeds from issuance of units | $ | $ 1,700,000 | $ 835,000 | ||||
Warrants to purchase shares of common stock | 906,390 | |||||
Exercise price of warrants | $ / shares | $ 0.49 | |||||
Threshold notice period for increase in beneficial ownership interest | 61 days | |||||
Subsequent Event [Member] | Maximum [Member] | Private Placement [Member] | ||||||
Beneficial ownership interest | 9.99% | |||||
Subsequent Event [Member] | Minimum [Member] | Private Placement [Member] | ||||||
Beneficial ownership interest | 4.99% |
Subsequent Events - Funding Agr
Subsequent Events - Funding Agreement (Details) - USD ($) | Mar. 22, 2020 | Feb. 28, 2020 | Jan. 23, 2020 | Dec. 31, 2019 | Apr. 18, 2019 | Dec. 31, 2018 | Jun. 15, 2018 | Nov. 30, 2017 | Jan. 31, 2017 |
Subsequent Event [Line Items] | |||||||||
Principal amount of debt | $ 6,500,000 | ||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||
Warrants to purchase shares of common stock | 3,222 | 255,102 | 208,350 | ||||||
Exercise price of warrants | $ 5.40 | $ 5.40 | |||||||
Subsequent Event [Member] | Convertible Debt [Member] | Funding Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Convertible debt | $ 100,000 | ||||||||
Principal amount of debt | $ 111,100 | ||||||||
Percentage of original issue discount | 10.00% | ||||||||
Period of execution of funding agreement | 45 days | ||||||||
Conversion price | $ 0.35 | ||||||||
Period to exercise right by investor | 90 days | ||||||||
Issuance of common stock, net of issuance costs (in shares) | 10,000 | ||||||||
Term of warrant exercisable | 5 years | ||||||||
Warrants to purchase shares of common stock | 158,714 | ||||||||
Exercise price of warrants | $ 0.49 | ||||||||
Private Placement [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from Issuance of Private Placement | $ 1,700,000 | $ 835,000 | |||||||
Warrants to purchase shares of common stock | 906,390 | ||||||||
Exercise price of warrants | $ 0.49 | ||||||||
Private Placement [Member] | Subsequent Event [Member] | Convertible Debt [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Principal amount of debt | $ 2,040,000 | ||||||||
Investor [Member] | Private Placement [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock par value | $ 0.0001 | ||||||||
Commitment Fee Payable To Investor | $ 85,000 | ||||||||
Investor [Member] | Warrant [Member] | Private Placement [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants to purchase shares of common stock | 4,553,571 |