Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 30, 2020 | Jun. 30, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | iSign Solutions Inc. | ||
Entity Central Index Key | 0000727634 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity File Number | 000-19301 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation state Country Code | DE | ||
Entity Public Float | $ 1,372,286 | ||
Entity Common Stock, Shares Outstanding | 5,761,980 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 25 | $ 335 |
Accounts receivable, net of allowance of $0 and $1 at December 31, 2019 and 2018, respectively | 61 | 84 |
Prepaid expenses and other current assets | 22 | 46 |
Total current assets | 108 | 465 |
Property and equipment, net | 8 | 2 |
Other assets | 5 | 5 |
Total assets | 121 | 472 |
Current liabilities: | ||
Accounts payable | 1,196 | 1,280 |
Short-term debt, net | 2,246 | 2,210 |
Accrued compensation | 71 | 81 |
Other accrued liabilities | 814 | 524 |
Deferred revenue | 346 | 281 |
Total current liabilities | 4,673 | 4,376 |
Deferred revenue long-term | 70 | 36 |
Other long-term liabilities | 669 | 665 |
Total liabilities | 5,412 | 5,077 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity (deficit): | ||
Common stock, $0.01 par value; 2,000,000 shares authorized; 5,760 and 5,760 shares issued and outstanding at December 31, 2019 and 2018, respectively | 58 | 58 |
Treasury shares, 5 at December 31, 2019 and December 31, 2018, respectively | (325) | (325) |
Additional paid-in-capital | 129,651 | 129,251 |
Accumulated deficit | (134,675) | (133,589) |
Total stockholders' deficit | (5,291) | (4,605) |
Total liabilities and stockholders' deficit | $ 121 | $ 472 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance | $ 0 | $ 1 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 2,000,000 | 2,000,000 |
Common stock, shares issued | 5,760 | 5,760 |
Common stock, shares outstanding | 5,760 | 5,760 |
Treasury shares | 5 | 5 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue: | ||
Product | $ 195 | $ 205 |
Maintenance | 649 | 712 |
Total revenue | 844 | 917 |
Cost of sales: | ||
Product | 32 | 37 |
Maintenance | 89 | 104 |
Research and development | 630 | 754 |
Sales and marketing | 109 | 99 |
General and administrative | 702 | 695 |
Total operating costs and expenses | 1,562 | 1,689 |
Loss from operations | (718) | (772) |
Other income, net | 2 | 46 |
Warrant expense | (65) | |
Interest expense: | ||
Related party | (74) | (34) |
Other | (194) | (140) |
Amortization of debt discount: | ||
Related party | (10) | (35) |
Other | (26) | (90) |
Loss before income tax | (1,085) | (1,025) |
Income tax expense | (1) | (2) |
Net loss | $ (1,086) | $ (1,027) |
Basic and diluted loss per common share | $ (0.19) | $ (0.18) |
Weighted average common shares outstanding, basic and diluted | 5,760 | 5,760 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statements Of Comprehensive Loss | ||
Net loss | $ (1,086) | $ (1,027) |
Other comprehensive income, net of tax | ||
Foreign currency translation adjustment, net | ||
Total comprehensive loss | $ (1,086) | $ (1,027) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 58 | $ (325) | $ 129,027 | $ (132,562) | $ (3,802) |
Balance, shares at Dec. 31, 2017 | 5,760 | ||||
Stock-based compensation | 224 | 224 | |||
Net loss | (1,027) | (1,027) | |||
Balance at Dec. 31, 2018 | $ 58 | (325) | 129,251 | (133,589) | (4,605) |
Balance, shares at Dec. 31, 2018 | 5,760 | ||||
Stock-based compensation | 189 | 189 | |||
Warrants issued associated with long-term liabilities | 211 | 211 | |||
Net loss | (1,086) | (1,086) | |||
Balance at Dec. 31, 2019 | $ 58 | $ (325) | $ 129,651 | $ (134,675) | $ (5,291) |
Balance, shares at Dec. 31, 2019 | 5,760 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (1,086) | $ (1,027) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3 | 4 |
Amortization of debt discount | 36,000 | 125 |
Amortization of warrants | 65 | |
Stock-based compensation | 189 | 224 |
Loss on disposal of fixed assets | 7 | |
Write-off of deposit on cancelled lease | 12 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 23 | (39) |
Prepaid expenses and other current assets | 24 | (18) |
Accounts payable | (84) | (9) |
Accrued compensation | (10) | (120) |
Other accrued liabilities | 440 | 433 |
Deferred revenue | 99 | (168) |
Net cash used in operating activities | (301) | (576) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (9) | |
Net cash used in investing activities | (9) | |
Cash flows from financing activities: | ||
Proceeds from advances on accounts receivable | 33 | 115 |
Proceeds from issuance of short-term debt | 551 | |
Payment of advances on accounts receivable | (33) | (40) |
Net cash provided by financing activities | 626 | |
Net increase (decrease) in cash and cash equivalents | (310) | 50 |
Cash and cash equivalents at beginning of period | 335 | 285 |
Cash and cash equivalents at end of period | 25 | 335 |
Supplementary disclosure of cash flow information: | ||
Interest paid | 3 | 2 |
Income taxes paid | 1 | 2 |
Non-cash financing and investing transactions: | ||
Exchange of accounts receivable advances into secured promissory notes | 75 | |
Original issue discount on secured convertible promissory notes | 61 | |
Value of warrants issued | $ 211 |
Nature of Business, Basis of Pr
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies | 1. Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies: The Company: The Company is a leading supplier of digital transaction management (DTM) software enabling the paperless, secure and cost-effective management of document-based transactions. iSign's solutions encompass a wide array of functionality and services, including electronic signatures, biometric authentication and simple-to-complex workflow management. These solutions are available across virtually all enterprise, desktop and mobile environments as a seamlessly integrated platform for both ad-hoc and fully automated transactions. The Company's products and services result in legally binding transactions that are compliant with applicable laws and regulations and that can provide a higher level of security than paper-based processes. The Company has been a leading supplier of enterprise software solutions within the financial services and insurance industries and has delivered significant expense reduction by enabling complete document and workflow automation and the resulting reduction in mailing, scanning, filing and other costs related to the use of paper. The Company's research and development activities have given rise to numerous technologies and products. The Company's core DTM technologies include various forms of electronic signatures, such as handwritten biometric, click-to-sign and others, as well as signature verification, cryptography and the logging of audit trails to show signers' intent. These technologies can enable secure, legal and regulatory compliant electronic transactions that can enhance customer experience at a fraction of the time and cost required by traditional, paper-based processes. The Company's products include SignatureOne ® ™ ® ® Going concern and management plans: The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Except for 2004, the Company has incurred significant losses since its inception and, at December 31, 2019, the Company's accumulated deficit was $134,675. The Company has primarily met its working capital needs through the sale of debt and equity securities. As of December 31, 2019, the Company's cash balance was $25. These factors raise substantial doubt about the Company's ability to continue as a going concern. There can be no assurance that the Company will be successful in securing adequate capital resources to fund planned operations or that any additional funds will be available to the Company when needed, or if available, will be available on favorable terms or in amounts required by the Company. If the Company is unable to obtain adequate capital resources to fund operations, it may be required to delay, scale back or eliminate some or all of its operations, which may have a material adverse effect on the Company's business, results of operations and ability to operate as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China and has since spread to a number of other countries, including the U.S. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. In addition, several states in the U.S., including California, where the Company is headquartered, have declared a state of emergency. The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a wide range of industries. The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on our customers, employees and vendors all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact our financial condition or results of operations is uncertain. Basis of consolidation: The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America. All amounts shown in the accompanying consolidated financial statements are in thousands of dollars except per share amounts. Use of estimates: The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. Fair value measures: Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in the principal or most advantageous market for the asset or liability in an ordinary transaction between market participants on the measurement date. Our policy on fair value measures requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The policy establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The policy prioritizes the inputs into three levels that may be used to measure fair value: Level 1: Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2: Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3: Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company's assets and liabilities measured at fair value, whether recurring or non-recurring, at December 31, 2019 and December 31, 2018, and the fair value calculation input hierarchy level that we have determined applies to each asset and liability category. Fair Value of Financial Instruments: The Company carries financial instruments on the consolidated balance sheet at the fair value of the instruments as of the consolidated balance sheet date. At the end of each period, management assesses the fair value of each instrument and adjusts the carrying value to reflect its assessment. At December 31, 2019 and December 31, 2018, the carrying values of accounts receivable and accounts payable approximated their fair values. Treasury Stock: Shares of common stock returned to, or repurchased by, the Company are recorded at cost and are included as a separate component of stockholders' equity (deficit). Under the cost method, the gross cost of the shares reacquired is charged to a contra equity account titled treasury stock. The equity accounts that were credited for the original share issuance (Common Stock, additional paid-in capital, etc.) remain intact. When the treasury shares are reissued, proceeds in excess of cost are credited to additional paid-in capital. Any deficiency is charged to accumulated deficit (unless additional paid-in capital from previous treasury share transactions exists, in which case the deficiency is charged to that account, with any excess charged to accumulated deficit). Derivatives: The Company, from time to time, enters into transactions which contain conversion privileges, the settlement of which may entitle the holder or the Company to settle the obligation(s) by issuance of Company securities. The Company applies a two-step model in determining whether a financial instrument or an embedded feature is indexed to an issuer's own stock and thus able to qualify for the scope exception. The fair value of each derivative is estimated each reporting period. The conversion option included within the unsecured convertible promissory notes is accounted for as a derivative liability at its estimated fair value. The derivative is subject to re-measurement at the end of each reporting period, with changes in fair value recognized as a component of interest and other income, in the consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the conversion or maturity of the unsecured convertible promissory note purchase agreements. Cash and cash equivalents: The Company considers all highly liquid investments with maturities at the date of purchase of three months or less to be cash equivalents. The Company's cash and cash equivalents, at December 31, consisted of the following: 2019 2018 Cash in bank $ 25 $ 335 Cash and cash equivalents $ 25 $ 335 Concentrations of credit risk: Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. The Company maintains its cash and cash equivalents with various financial institutions. This diversification of risk is consistent with Company policy to maintain liquidity, and mitigate risk of loss as to principal. To date, accounts receivable have been derived principally from revenue earned from end users, manufacturers, and distributors of computer products in North America. The Company performs periodic credit evaluations of its customers, and does not require collateral. The Company maintains reserves for potential credit losses; historically, such losses have been within management's expectations. The allowance for doubtful accounts is based on the Company's assessment of the collectability of specific customer accounts and an assessment of international, political and economic risk as well as the aging of the accounts receivable. If there is a change in actual defaults from the Company's historical experience, the Company's estimates of recoverability of amounts due could be affected and the Company will adjust the allowance accordingly. Deferred financing costs: Deferred financing costs include costs paid in cash, such as professional fees and commissions. The costs associated with equity financings, such as in the sale of Common or Preferred Stock, are netted against the proceeds of the offering. In the case of note financings, costs are amortized to interest expense over the life of the notes or upon early payment using the effective interest method. Property and equipment, net: Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, ranging from three to five years. Leasehold improvements are amortized over their estimated useful lives, not to exceed the term of the related lease. The cost of additions and improvements is capitalized while maintenance and repairs are charged to expense as incurred. Depreciation expense was $3 and $4 for the years ended December 31, 2019 and 2018, respectively. Long-lived assets: The Company evaluates the recoverability of its long-lived assets at least annually or whenever circumstances or events indicate such assets might be impaired. The Company would recognize an impairment charge in the event the net book value of such assets exceeded the future undiscounted cash flows attributable to such assets. No such impairment charge was recorded during the years ended December 31, 2019 and 2018, respectively. Share-based payment: Share-based compensation expense is based on the estimated grant date fair value of the portion of share-based payment awards that is ultimately expected to vest during the period. The grant date fair value of share-based awards to employees and directors is calculated using the Black-Scholes-Merton valuation model. Forfeitures of share-based payment awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates and it is assumed no dividends will be declared. The estimated fair value of share-based compensation awards to employees is amortized over the vesting period of the options. Revenue from Contracts with Customers: The Company adopted the guidance of Accounting Standards Update No 2014-09, Revenue from Contracts with Customers (Topic 606), on January 1, 2018. The Company's principal sources of revenues are from the sale of software products, SOW (engineering services), annual software product, and software maintenance contracts. The Company also derives revenue from customers based on the numbers of signatures produced by the Company's signature software solutions imbedded within the customer's product. Revenue from contracts with customers is recognized using the following five steps: a) Identify the contract(s) with a customer; b) Identify the performance obligations (a good or service) in the contract; c) Determine the transaction price; for each performance obligation within the contract d) Allocate the transaction price to the performance obligations in the contract; and e) Recognize revenue when (or as) the Company satisfies a performance obligation. Contracts contain performance obligation(s) for the transfer goods or services to a customer. The performance obligations are a promise (or a group of promises) that are distinct. The transaction price is the amount of consideration a Company expects to receive from a customer in exchange for satisfying the performance obligations specified in the contract. Contracts may contain one or more performance obligations (a good or service). Performance obligations are accounted for separately if they are distinct. A good or service is distinct if the customer can benefit from the good or service either on its own or together with other resources readily available to the customer, and the good or service is distinct in the context of the contract. Otherwise performance obligations will be combined with other promised goods or services until the Company identifies a bundle of goods or services that is distinct. The transaction price is allocated to all separate performance obligations within the contract based on their relative standalone selling prices ("SSP"). The best evidence for SSP is the price the Company would charge for that good or service when sold separately in similar circumstances to similar customers. If goods or services are not always sold separately, the Company would use the best estimate of SSP in the allocation of transaction price. The transaction price reflects the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services, which may include an estimate of variable consideration to the extent that it is probable of not being subject to significant reversals in the future based on the Company's experience with similar arrangements. The transaction price also reflects the impact of the time value of money if there is a significant financing component present in an arrangement. The transaction price excludes amounts collected on behalf of third parties, such as sales taxes. Revenue is recognized when the Company satisfies each performance obligation identified within the contract by transferring control of the promised goods or services to the customer. Goods or services can transfer at a point in time or over time depending on the nature of the arrangement. Deferred revenue represents the Company's obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. Our payment terms do not vary by the type of products or services offered. The term between invoicing and when payment is due is not significant. During the year ended December 31, 2019, the Company recognized $387 of revenue that was included in deferred revenue at the beginning of the period. Contract assets exist when the Company has satisfied a performance obligation but does not have an unconditional right to consideration (e.g., because the entity first must satisfy another performance obligation in the contract before it is entitled to invoice the customer). The Company transfers all of its goods and services electronically with the associated costs recorded in cost of sales in the Company's Condensed Consolidated Statements of Operations. Software. Revenue from the sale of software products is recognized when the control is transferred. For most of the Company's software product sales, the control is transferred at the time the product is electronically transferred because the customer has significant risks and rewards of ownership of the asset and the Company has a present right to payment at that time. Statement of Work (SOW). Revenue from SOW (engineering services) is recognized upon completion, transfer and satisfaction of the performance obligations identified with in the contract by the customer. Transactional revenue. For transactional type contracts, the Company's performance obligations are met upon transfer of the software master to the customer. Revenue from transactional customers is recognized as the customer reports the number of units (signatures) rendered over the specified reporting period, generally three months. Recurring Product revenue. The company has revenue contracts that allow the customer to utilize the Company's signature software on an annual basis. Maintenance and support costs are included in the annual price to the customer. The customer has the right to renew or cancel the contract on an annual basis. Recurring revenue is recognized on a straight line basis over the contract period, generally one year. Maintenance and support. Maintenance and support services are satisfied ratably over time as the customer simultaneously receives and consumes the benefits of the services. As a result, support and maintenance revenue is recognized on a straight line basis over the period of the contract. Arrangements with Multiple Performance Obligations. The Company has, from time to time, revenue arrangements that include multiple performance obligations. The Company allocates transaction price to all separate performance obligations based on their relative standalone selling prices ("SSP"). The Company's best evidence for SSP is the price the Company would charge for that good or service when the Company sells it separately in similar circumstances to similar customers. If goods or services are not always sold separately, the Company uses the best estimate of SSP in the allocation of transaction price. The Company's process for determining best estimate of SSP involves management's judgment, and considers multiple factors including, but not limited to, major product groupings, gross margin objectives and pricing practices. Pricing practices may vary over time, depending upon the unique facts and circumstances related to each deliverable. If the facts and circumstances underlying the factors considered change or should future facts and circumstances lead the Company to consider additional factors, the Company's best estimate of SSP may also change. Contract costs. The incremental costs of obtaining a contract are capitalized if the costs are expected to be recovered. Costs that are recognized as assets are amortized straight-line over the period as the related goods or services transfer to the customer. Costs incurred to fulfill a contract are capitalized if they are not covered by other relevant guidance, relate directly to a contract, will be used to satisfy future performance obligations, and are expected to be recovered. Significant Judgments. The Company may exercise significant judgment when determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together. Practical Expedients and Exemptions. Under Topic 606, incremental costs of obtaining a contract, such as sales commissions, are capitalized if they are expected to be recovered. Expensing these costs as they are incurred is not permitted unless they qualify for the practical expedient. The Company elected the practical expedient to expense the costs to obtain a contract as incurred when the expected amortization period is one year or less. The Company elected the practical expedient under Topic 606 to not disclose the transaction price allocated to remaining performance obligations, since the majority of the Company's arrangements have original expected durations of one year or less, or the invoicing corresponds to the value of the Company's performance completed to date. The Company elected the practical expedient that allows the Company to not assess a contract for a significant financing component if the period between the customer's payment and the transfer of the goods or services is one year or less. Research and development: Research and development costs are charged to expense as incurred. Marketing: The Company expenses advertising (marketing) costs as incurred. These expenses are outbound marketing expenses associated with participation in industry events, related sales collateral and email campaigns aimed at generating customer participation in webinars. There were no advertising expenses for the years ended December 31, 2019 and 2018, respectively. Net loss per share: The Company calculates net loss per share under the provisions of the relevant accounting guidance. That guidance requires the disclosure of both basic net loss per share, which is based on the weighted average number of shares outstanding, and diluted loss per share, which is based on the weighted average number of shares and dilutive potential shares outstanding. The number of shares of Common Stock subject to outstanding options and shares issuable upon exercise of warrants excluded from the calculation of loss per share as their inclusion would be anti-dilutive are as follows: December 31, December 31, Common Stock subject to outstanding options 1,077 1,037 Common Stock subject to outstanding warrants 2,536 1,828 Foreign currency assets and liabilities are translated into U.S. dollars at the end-of-period exchange rates except for long-term assets and liabilities, which are translated at historical exchange rates. Revenue and expenses are translated at the average exchange rates in effect during each period except for those expenses related to consolidated balance sheet amounts which are translated at historical exchange rates. Net foreign currency transaction gains and losses are included in interest and other income, net in the accompanying consolidated statements of operations. Foreign currency transaction gains and losses in 2019 and 2018 were insignificant. Income taxes: Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their financial statement reported amounts and for tax loss and credit carry-forwards. A valuation allowance is provided against deferred tax assets when it is determined to be more likely than not that the deferred tax asset will not be realized. Foreign currency translation: There have been no unrecognized tax benefits and, accordingly, there has been no effect on the Company's financial condition or results of operations. The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company is no longer subject to U.S. federal tax examinations for years before 2010, and state tax examinations for years before 2009. Management determined there was no effect on the Company's unrecognized tax positions in response to changes to the federal tax rates adopted in December of 2018. The Company's policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. Recently issued accounting pronouncements: Accounting Standards Update No. 2018-07, Compensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC 718 and forgo revaluing the award after this date. The effective date of the amendments in ASU 2018-07 are for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company adopted ASU 2018-07 effective January 1, 2019. The adoption of ASU 2018-07 had no material impact on the Company's financial statements. Accounting Standards Update No. 2019-01, Leases (Topic 842), Codification Improvements. The amendments in this Update include the following items: (1) determining the fair value of the underlying asset by lessors that are not manufacturers or dealers; (2) presentation on the statement of cash flows—sales-type and direct financing leases; and (3) transition disclosures related to Topic 250, Accounting Changes and Error Corrections. The amendments in ASU 2019-01 for Issue 1 affect all lessors that are not manufacturers or dealers (generally financial institutions and captive finance companies); for Issue 2, all lessors that are depository and lending entities within the scope of Topic 942; for Issue 3, all entities that are lessees or lessors. The effective date of the amendments in ASU 2019-01 are for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company adopted ASU 2019-01 effective January 1, 2019. The adoption of ASU 2019-01 had no impact on the Company's financial statements. Other Accounting Standards Updates issued in 2019 are not applicable to the Company, therefore implementation would not be expected to have a material impact on the Company's financial position, results of operations and cash flows. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 2. Concentrations: The following table summarizes accounts receivable and revenue concentrations: Accounts Receivable As of December 31, Total Revenue for the year ended December 31, 2019 2018 2019 2018 Customer #1 - - 12 % 10 % Customer #2 - 48 % 17 % 24 % Customer #3 - - 22 % 23 % Customer #4 33 % 24 % - - Customer #5 52 % 26 % 21 % - Customer #6 13 % - - - Total concentration 98 % 98 % 72 % 57 % The following table summarizes sales concentrations: December 31, 2019 December 31, 2018 Sales within the United States 80 % 90 % Sales outside of the United States 20 % 10 % Total 100 % 100 % |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | 3. Property and equipment: Property and equipment, net at December 31, consists of the following: 2019 2018 Computer equipment and software $ 24 $ 15 Less accumulated depreciation and amortization (16 ) (13 ) $ 8 $ 2 |
Chinese Joint Venture (Non-Cont
Chinese Joint Venture (Non-Controlling Interest) | 12 Months Ended |
Dec. 31, 2019 | |
Noncontrolling Interest [Abstract] | |
Chinese Joint Venture (Non-Controlling Interest) | 4. Chinese Joint Venture (Non-Controlling Interest): The Company currently owns 90% of a joint venture (the “Joint Venture”) with the Jiangsu Hongtu Electronics Group, a provincial agency of the People’s Republic of China. The Joint Venture’s business license expires October 18, 2043. There were no operations in 2019 or 2018. The Joint Venture had no revenue and no long-lived assets as of December 31, 2019 and 2018. |
Other accrued liabilities
Other accrued liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Other accrued liabilities | 5. Other accrued liabilities: The Company records liabilities based on reasonable estimates for expenses, or payables that are known or estimated including deposits, taxes, rents and services. The estimates are for current liabilities that should be extinguished within one year. The Company reclassified certain accrued liabilities to long-term at December 31, 2018. The Company had the following other accrued liabilities at December 31: 2019 2018 Accrued interest $ 549 $ 288 Delaware Franchise tax 211 194 Other 54 42 Total $ 814 $ 524 The Company had the following other long term accrued liabilities at December 31: 2019 2018 Management fees $ 623 $ 606 Accrued interest - 18 Commissions and deferred compensation 46 41 Total $ 669 $ 665 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt: Advances: In April, May, and June 2018, the Company received, from investors, advances aggregating $115 in cash against certain accounts receivable of the Company. Upon collection of an invoice, the Company would repay the advance to the lenders on a pro rata basis together with a 5% advance fee. The receivables were collected and $40 of the advances were repaid in May 2018, along with $2 in advance fees per the agreement. The advance fees were recorded as interest expense in the quarter ended June 30, 2018. The remaining $75 advances were converted into secured convertible notes in August 2018. In October 2019, the Company received, from an investor, an advance in the amount of $33 in cash against certain accounts receivable of the Company. Upon collection of the invoice, the Company would repay the advance to the lenders on a pro rata basis together with a 5% advance fee. The receivable was collected and $33 of the advances were repaid in November 2019, along with $2 in advance fees per the agreement. The advance fee was recorded as interest expense in the fourth quarter ended December 31, 2019. Notes Payable: In May 2017, the Company issued secured convertible promissory notes to investors and affiliates of the Company aggregating $505 in cash. In addition, certain investors and affiliates of the Company that had taken part in the November 2016 financing, and that also participated in the May 2017 financing, exchanged $450 of unsecured convertible promissory notes received in the November 2016 financing for $250 in secured notes with the same terms as the secured notes issued in the May 2017 financing and $200 in unsecured notes with the same terms as the November 2016 financing. The unsecured notes are mandatorily convertible into Common Stock at a conversion rate of the lesser of $0.50 per share or the price per share of Common Stock upon closing a new financing of at least $1,000 in aggregate proceeds. The unsecured notes bear interest at the rate of 6% per annum. The secured notes are mandatorily convertible into Common Stock at a conversion rate of the lesser of $0.50 per share or the price per share of Common Stock, upon closing a new financing of at least $1,000 in aggregate proceeds. The secured notes bear interest at the rate of 10% per annum and are secured by an interest in all the Company’s rights, title and interest in, to and under its intellectual property. Should the secured notes remain outstanding following the maturity date an additional 30% of the note’s principal amount shall become due and payable. In November of 2019 the note holders agreed to extend the due date of the notes from December 31, 2019 to December 31, 2020. In August 2018, the Company issued secured convertible promissory notes to investors and affiliates of the Company aggregating $341, of which $205 was paid in cash, $75 was exchanged for the remaining advances described above and $61 was in the form of an Original Issue Discount (“OID”) on these amounts. The secured notes are mandatorily convertible into Common Stock at a conversion rate of the lesser of $0.50 per share or the price per share of Common Stock upon closing a new financing of at least $1,000 in aggregate proceeds. The secured notes bear interest at the rate of 10% per annum and are secured by an interest in all the Company’s rights, title and interest in, to and under its intellectual property. Should the secured notes remain outstanding following the maturity date an additional 30% of the note’s principal amount shall become due and payable. In November of 2019 the note holders agreed to extend the due date of the notes from December 31, 2019 to December 31, 2020. In December 2018, the Company issued short-term unsecured convertible promissory notes to investors and affiliates of the Company aggregating $346 in cash. The short-term notes are mandatorily convertible into Common Stock at a conversion rate of the lesser of $0.50 per share or the price per share of Common Stock, upon closing a new debt and/or equity financing of at least $1,000 in aggregate proceeds. The notes bear interest at the rate of 10% per annum. In November of 2019 the note holders agreed to extend the due date of the notes from December 31, 2019 to December 31, 2020. In December 2018, the Company increased the interest rate on its unsecured notes from 6% to 10% beginning January 1, 2019. During the twelve months ended December 31, 2019, the Company accrued $264 of interest expense, $226 associated with the notes, of which $74 was to related parties and $152 was to other investors. The Company recorded $36 in debt discount amortization for the twelve months ended December 31, 2019 related to the above debt financings, $10 was to related parties and $26 was to other investors. In addition the Company recorded $65 in amortization expense on warrants issued associated with long term deferred compensation. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' equity (deficit) | 7. Stockholders' equity (deficit): Common stock options: At December 31, 2019, the Company has one stock-based employee compensation plan, the 2011 Stock Compensation Plan. The Company may also grant options to employees, directors and consultants outside of the 2011 plan under individual plans. Information with respect to the Stock Compensation Plan at December 31, 2019 is as follows: 2011 Stock Shares authorized for issuance 1,250 Option vesting period Immediate/Quarterly over 3 years Date adopted by shareholders November 2011 Option term 7 Years Options outstanding 1,077 Options exercisable 660 Weighted average exercise price $1.59 Valuation and Expense Information: The weighted-average fair value of stock-based compensation is based on the Black Scholes Merton valuation model. Forfeitures are estimated and it is assumed no dividends will be declared. The estimated fair value of stock-based compensation awards to employees is amortized over the vesting period of the options. The Company granted 40 stock options during 2019 at a weighted average exercise price of $0.50 per share. The Company granted 393 stock options during 2018 at a weighted average exercise price of $0.78 per share. The fair value calculations for the stock options granted are based on the following assumptions: Year Ended Year Ended Risk free interest rate 2.30 % 1.91 % Expected life (years) 6.1 6.3 Expected volatility 191.65 % 180.51 % Expected dividends None None Estimated average forfeiture rate 23.6 % 1.91 % The following table summarizes the allocation of stock-based compensation expense for the years ended December 31, 2019 and 2018. There were no stock options exercised during the years ended December 31, 2019 and 2018. December 31, 2019 December 31, 2018 Research and development $ 28 $ 85 General and administrative 134 115 Director options and consultants 27 24 Stock-based compensation expense included in operating expenses $ 189 $ 224 As of December 31, 2019, there was $68 of total unrecognized compensation cost related to non-vested share-based compensation arrangements. The unrecognized compensation cost is expected to be recognized over a weighted average period of 1.2 years. The cash flows from tax benefits for deductions in excess of the compensation costs recognized for share-based payment awards would be classified as financing cash flows. Due to the Company's loss position, there were no such tax benefits during the year ended December 31, 2019. The summary activity for the Company's 2011 Stock Compensation Plans is as follows: December 31, 2019 December 31, 2018 Shares Weighted Aggregate Weighted Average Remaining Contractual Life Shares Weighted Aggregate Intrinsic Weighted Average Remaining Contractual Life Outstanding at beginning of period 1,037 $ 1.65 $ – 736 $ 3.65 $ – Granted 40 $ 0.50 $ – 393 $ 0.78 $ – Forfeited/ Cancelled – $ – $ – (92 ) $ 13.91 $ – Outstanding at period end 1,077 $ 1.59 $ – 4.97 1,037 $ 1.65 $ – 5.29 Options vested and exercisable at period end 660 $ 2.18 $ – 4.75 320 $ 3.92 $ – 5.40 Weighted average grant-date fair value of options granted during the period $ 0.40 $ 0.76 The following table summarizes significant ranges of outstanding and exercisable options as of December 31, 2019: Options Outstanding Options Exercisable Range of Exercise Prices Options Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price per share Number Outstanding Weighted Average Exercise Price per share $0.01 -$25.00 1,050 5.06 $ 0.63 633 $ 0.61 $25 – $625 27 1.27 $ 38.56 27 $ 38.56 1,077 4.97 $ 1.59 660 $ 2.18 A summary of the status of the Company's non-vested shares as of December 31, 2019 is as follows: Non-vested Shares Shares Weighted Average Non-vested at January 1, 2019 718 $ 0.54 Granted 40 $ 0.50 Canceled/Forfeited – $ – Vested (341 ) $ 0.63 Non-vested at December 31, 2019 417 $ 0.65 An employee or consultant desiring to exercise or convert his or her stock options must provide a signed notice of exercise to the Chief Financial Officer. Once the exercise is approved an issue order is sent to the Company's transfer agent and by certificate or through other means of conveyance, the shares are delivered to the employee or consultant, generally within three business days. The Company expects to make additional option grants in future years. The options issued to employees and directors will be subject to the same provisions outlined above, which may have a material impact on the Company's financial statements. Treasury Stock: In January 2012, the Company received 5 shares of Common Stock from Phoenix in settlement of a 16b claim brought by a Company stockholder against Phoenix, certain affiliates and the Company, as a nominal defendant. The Common Stock was valued at $325. In settlement of an indemnification claim brought by Phoenix in March 2012, resulting from the settlement of the 16b claim in January 2012, the Company issued to Phoenix 278 shares of Series C Preferred Stock valued at $417. The Company booked a $417 accretion amount for the beneficial conversion feature on the 278 shares of Series C Preferred Stock. Warrants: On February 6, 2019, the Company issued warrants to purchase 985 shares of common stock to 4 consultants and an employee in connection with the accrued compensation owed by the Company to the employee and consultants. The warrants are exercisable for three years with an exercise price of $0.50 per share. The warrants may not be exercised for cash or on a cashless basis, and may solely be exercised using the holder's outstanding accrued compensation on the date of exercise. There were no warrants issued in 2018. There were no warrant exercises in 2019 and 2018. A summary of the warrant activity is as follows: December 31, 2019 December 31, 2018 Shares Weighted Average Exercise Price per share Shares Weighted Average Exercise Price per share Outstanding at beginning of period 1,828 $ 2.16 1,878 $ 2.52 Issued 985 $ 0.50 ─ $ ─ Expired (277 ) $ 1.63 (50 ) $ 15.63 Outstanding at end of period 2,536 $ 1.52 1,828 $ 2.16 Exercisable at end of period 2,536 $ 1.52 1,828 $ 2.16 A summary of the status of the warrants outstanding as of December 31, 2019 is as follows: Number of Shares Outstanding Weighted Average Weighted Average Exercise 1,551 1.40 $ 2.18 985 2.13 $ 0.50 2,536 1.68 $ 1.52 As of December 31, 2019, 3,613 shares of Common Stock were reserved for issuance upon exercise of outstanding options and warrants. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies: Lease commitments: In June 2018, the Company negotiated a cancellation agreement with its landlord to cancel its office lease and move to facilities which better suit its needs, saving the Company $112 net, over the remaining 16 months of the old lease term. Facilities rent expense was approximately $34 and $66 in 2019 and 2018, respectively. The office space secured in June 2018 is on a month to month rental basis and can be surrendered at any time without penalty. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 9. Income taxes: At December 31, 2019, the Company had net operating loss carryforwards of $64,414 for federal income tax purposes which will begin to expire in 2020 if unused. The Company had net operating loss carryforwards for state income tax purposes of approximately $33,751. These state net operating losses carryforwards will begin to expire in the year 2019 if unused. Deferred tax assets and liabilities at December 31 consist of the following: 2019 2018 Deferred tax assets: Net operating loss carry-forwards $ 15,884 $ 16,672 Accruals and reserves 351 263 Deferred revenue 116 84 Intangibles 422 486 Other, net 85 42 Fixed assets – – Gross tax assets 16,858 17,547 Valuation allowance 16,858 ) (17,547 ) Net deferred tax assets $ – $ – The Company's provision for income taxes differs from the amount computed by applying the statutory U.S. federal income tax rate to loss before taxes as follows for the years ended December 31, 2019 and December 31, 2018: 2019 2018 Income tax benefit at the federal statutory rate $ (228 ) $ (209 ) State income tax benefit (77 ) (69 ) NOL expiration 360 938 Prior year true-ups (565 ) (195 ) Permanent items and other 68 81 Change in valuation allowance (689 ) (548 ) Income tax expense $ (1 ) $ (2 ) A full valuation allowance has been established for the Company's net deferred tax assets since the realization of such assets through the generation of future taxable income is uncertain. Current tax laws impose substantial restrictions on the utilization of net operating losses and credit carryforwards in the event of an "ownership change", as defined by the Internal Revenue Code (IRC). If there should be an ownership change, the Company's ability to utilize its carryforwards could be limited. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent event | 9. Subsequent events On January 28, 2020 and March 2, 2020, the Company received, from investors and affiliates of the Company, advances totaling $75 in cash against certain accounts receivable of the Company. Upon collection of the invoices, the Company was obligated to repay the advances to each of the lenders on a pro rata basis together with a 5% advance fee. The amount advanced was exchanged for the notes described in the paragraph below. Approximately $4 in advance fees was repaid in cash to the lenders, per the agreement. In March 2020, the Company issued short-term unsecured convertible promissory notes to investors and affiliates of the Company aggregating $75 in cash and $75 in exchange for the above mentioned advances. The short-term notes can convert into common stock at any time at a price per share of $0.50 and automatically convert into common stock upon the closing of a new debt and/or equity financing of at least $1,000, at the lesser of $0.50 or the equivalent common stock price of such financing. The short-term notes bear interest at the rate of 10% per annum and are due December 31, 2020. In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China and has since spread to a number of other countries, including the U.S. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. In addition, several states in the U.S., including California, where the Company is headquartered, have declared a state of emergency. The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a wide range of industries. The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on our customers, employees and vendors all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact our financial condition or results of operations is uncertain. |
Nature of Business, Basis of _2
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
The Company: | The Company: The Company is a leading supplier of digital transaction management (DTM) software enabling the paperless, secure and cost-effective management of document-based transactions. iSign’s solutions encompass a wide array of functionality and services, including electronic signatures, biometric authentication and simple-to-complex workflow management. These solutions are available across virtually all enterprise, desktop and mobile environments as a seamlessly integrated platform for both ad-hoc and fully automated transactions. The Company’s products and services result in legally binding transactions that are compliant with applicable laws and regulations and that can provide a higher level of security than paper-based processes. The Company has been a leading supplier of enterprise software solutions within the financial services and insurance industries and has delivered significant expense reduction by enabling complete document and workflow automation and the resulting reduction in mailing, scanning, filing and other costs related to the use of paper. The Company’s research and development activities have given rise to numerous technologies and products. The Company’s core DTM technologies include various forms of electronic signatures, such as handwritten biometric, click-to-sign and others, as well as signature verification, cryptography and the logging of audit trails to show signers’ intent. These technologies can enable secure, legal and regulatory compliant electronic transactions that can enhance customer experience at a fraction of the time and cost required by traditional, paper-based processes. The Company’s products include SignatureOne ® ™ ® ® |
Going concern and management plans: | Going concern and management plans: The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Except for 2004, the Company has incurred significant losses since its inception and, at December 31, 2019, the Company’s accumulated deficit was $134,675. The Company has primarily met its working capital needs through the sale of debt and equity securities. As of December 31, 2019, the Company’s cash balance was $25. These factors raise substantial doubt about the Company’s ability to continue as a going concern. There can be no assurance that the Company will be successful in securing adequate capital resources to fund planned operations or that any additional funds will be available to the Company when needed, or if available, will be available on favorable terms or in amounts required by the Company. If the Company is unable to obtain adequate capital resources to fund operations, it may be required to delay, scale back or eliminate some or all of its operations, which may have a material adverse effect on the Company’s business, results of operations and ability to operate as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Basis of consolidation: | Basis of consolidation: The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America. All amounts shown in the accompanying consolidated financial statements are in thousands of dollars except per share amounts. |
Use of estimates: | Use of estimates: The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. |
Fair value measures: | Fair value measures: Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in the principal or most advantageous market for the asset or liability in an ordinary transaction between market participants on the measurement date. Our policy on fair value measures requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The policy establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The policy prioritizes the inputs into three levels that may be used to measure fair value: Level 1: Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2: Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3: Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s assets and liabilities measured at fair value, whether recurring or non-recurring, at December 31, 2019 and December 31, 2018, and the fair value calculation input hierarchy level that we have determined applies to each asset and liability category. |
Fair Value of Financial Instruments: | Fair Value of Financial Instruments: The Company carries financial instruments on the consolidated balance sheet at the fair value of the instruments as of the consolidated balance sheet date. At the end of each period, management assesses the fair value of each instrument and adjusts the carrying value to reflect its assessment. At December 31, 2019 and December 31, 2018, the carrying values of accounts receivable and accounts payable approximated their fair values. |
Treasury Stock: | Treasury Stock: Shares of common stock returned to, or repurchased by, the Company are recorded at cost and are included as a separate component of stockholders’ equity (deficit). Under the cost method, the gross cost of the shares reacquired is charged to a contra equity account titled treasury stock. The equity accounts that were credited for the original share issuance (Common Stock, additional paid-in capital, etc.) remain intact. When the treasury shares are reissued, proceeds in excess of cost are credited to additional paid-in capital. Any deficiency is charged to accumulated deficit (unless additional paid-in capital from previous treasury share transactions exists, in which case the deficiency is charged to that account, with any excess charged to accumulated deficit). |
Derivatives: | Derivatives: The Company, from time to time, enters into transactions which contain conversion privileges, the settlement of which may entitle the holder or the Company to settle the obligation(s) by issuance of Company securities. The Company applies a two-step model in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and thus able to qualify for the scope exception. The fair value of each derivative is estimated each reporting period. The conversion option included within the unsecured convertible promissory notes is accounted for as a derivative liability at its estimated fair value. The derivative is subject to re-measurement at the end of each reporting period, with changes in fair value recognized as a component of interest and other income, in the consolidated statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the conversion or maturity of the unsecured convertible promissory note purchase agreements. |
Cash and cash equivalents: | Cash and cash equivalents: The Company considers all highly liquid investments with maturities at the date of purchase of three months or less to be cash equivalents. The Company’s cash and cash equivalents, at December 31, consisted of the following: 2019 2018 Cash in bank $ 25 $ 335 Cash and cash equivalents $ 25 $ 335 |
Concentrations of credit risk: | Concentrations of credit risk: Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. The Company maintains its cash and cash equivalents with various financial institutions. This diversification of risk is consistent with Company policy to maintain liquidity, and mitigate risk of loss as to principal. To date, accounts receivable have been derived principally from revenue earned from end users, manufacturers, and distributors of computer products in North America. The Company performs periodic credit evaluations of its customers, and does not require collateral. The Company maintains reserves for potential credit losses; historically, such losses have been within management’s expectations. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of specific customer accounts and an assessment of international, political and economic risk as well as the aging of the accounts receivable. If there is a change in actual defaults from the Company’s historical experience, the Company’s estimates of recoverability of amounts due could be affected and the Company will adjust the allowance accordingly. |
Deferred financing costs: | Deferred financing costs: Deferred financing costs include costs paid in cash, such as professional fees and commissions. The costs associated with equity financings, such as in the sale of Common or Preferred Stock, are netted against the proceeds of the offering. In the case of note financings, costs are amortized to interest expense over the life of the notes or upon early payment using the effective interest method. |
Property and equipment, net: | Property and equipment, net: Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, ranging from three to five years. Leasehold improvements are amortized over their estimated useful lives, not to exceed the term of the related lease. The cost of additions and improvements is capitalized while maintenance and repairs are charged to expense as incurred. Depreciation expense was $3 and $4 for the years ended December 31, 2019 and 2018, respectively. |
Long-lived assets: | Long-lived assets: The Company evaluates the recoverability of its long-lived assets at least annually or whenever circumstances or events indicate such assets might be impaired. The Company would recognize an impairment charge in the event the net book value of such assets exceeded the future undiscounted cash flows attributable to such assets. No such impairment charge was recorded during the years ended December 31, 2019 and 2018, respectively. |
Share-based payment: | Share-based payment: Share-based compensation expense is based on the estimated grant date fair value of the portion of share-based payment awards that is ultimately expected to vest during the period. The grant date fair value of share-based awards to employees and directors is calculated using the Black-Scholes-Merton valuation model. Forfeitures of share-based payment awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates and it is assumed no dividends will be declared. The estimated fair value of share-based compensation awards to employees is amortized over the vesting period of the options. |
Revenue from Contracts with Customers: | Revenue from Contracts with Customers: The Company adopted the guidance of Accounting Standards Update No 2014-09, Revenue from Contracts with Customers (Topic 606), on January 1, 2018. The Company's principal sources of revenues are from the sale of software products, SOW (engineering services), annual software product, and software maintenance contracts. The Company also derives revenue from customers based on the numbers of signatures produced by the Company's signature software solutions imbedded within the customer's product. Revenue from contracts with customers is recognized using the following five steps: a) Identify the contract(s) with a customer; b) Identify the performance obligations (a good or service) in the contract; c) Determine the transaction price; for each performance obligation within the contract d) Allocate the transaction price to the performance obligations in the contract; and e) Recognize revenue when (or as) the Company satisfies a performance obligation. Contracts contain performance obligation(s) for the transfer goods or services to a customer. The performance obligations are a promise (or a group of promises) that are distinct. The transaction price is the amount of consideration a Company expects to receive from a customer in exchange for satisfying the performance obligations specified in the contract. Contracts may contain one or more performance obligations (a good or service). Performance obligations are accounted for separately if they are distinct. A good or service is distinct if the customer can benefit from the good or service either on its own or together with other resources readily available to the customer, and the good or service is distinct in the context of the contract. Otherwise performance obligations will be combined with other promised goods or services until the Company identifies a bundle of goods or services that is distinct. The transaction price is allocated to all separate performance obligations within the contract based on their relative standalone selling prices ("SSP"). The best evidence for SSP is the price the Company would charge for that good or service when sold separately in similar circumstances to similar customers. If goods or services are not always sold separately, the Company would use the best estimate of SSP in the allocation of transaction price. The transaction price reflects the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services, which may include an estimate of variable consideration to the extent that it is probable of not being subject to significant reversals in the future based on the Company's experience with similar arrangements. The transaction price also reflects the impact of the time value of money if there is a significant financing component present in an arrangement. The transaction price excludes amounts collected on behalf of third parties, such as sales taxes. Revenue is recognized when the Company satisfies each performance obligation identified within the contract by transferring control of the promised goods or services to the customer. Goods or services can transfer at a point in time or over time depending on the nature of the arrangement. Deferred revenue represents the Company's obligation to transfer goods or services to a customer for which the Company has received consideration from the customer. Our payment terms do not vary by the type of products or services offered. The term between invoicing and when payment is due is not significant. During the year ended December 31, 2019, the Company recognized $387 of revenue that was included in deferred revenue at the beginning of the period. Contract assets exist when the Company has satisfied a performance obligation but does not have an unconditional right to consideration (e.g., because the entity first must satisfy another performance obligation in the contract before it is entitled to invoice the customer). The Company transfers all of its goods and services electronically with the associated costs recorded in cost of sales in the Company's Condensed Consolidated Statements of Operations. Software. Revenue from the sale of software products is recognized when the control is transferred. For most of the Company's software product sales, the control is transferred at the time the product is electronically transferred because the customer has significant risks and rewards of ownership of the asset and the Company has a present right to payment at that time. Statement of Work (SOW). Revenue from SOW (engineering services) is recognized upon completion, transfer and satisfaction of the performance obligations identified with in the contract by the customer. Transactional revenue. For transactional type contracts, the Company's performance obligations are met upon transfer of the software master to the customer. Revenue from transactional customers is recognized as the customer reports the number of units (signatures) rendered over the specified reporting period, generally three months. Recurring Product revenue. The company has revenue contracts that allow the customer to utilize the Company's signature software on an annual basis. Maintenance and support costs are included in the annual price to the customer. The customer has the right to renew or cancel the contract on an annual basis. Recurring revenue is recognized on a straight line basis over the contract period, generally one year. Maintenance and support. Maintenance and support services are satisfied ratably over time as the customer simultaneously receives and consumes the benefits of the services. As a result, support and maintenance revenue is recognized on a straight line basis over the period of the contract. Arrangements with Multiple Performance Obligations. The Company has, from time to time, revenue arrangements that include multiple performance obligations. The Company allocates transaction price to all separate performance obligations based on their relative standalone selling prices ("SSP"). The Company's best evidence for SSP is the price the Company would charge for that good or service when the Company sells it separately in similar circumstances to similar customers. If goods or services are not always sold separately, the Company uses the best estimate of SSP in the allocation of transaction price. The Company's process for determining best estimate of SSP involves management's judgment, and considers multiple factors including, but not limited to, major product groupings, gross margin objectives and pricing practices. Pricing practices may vary over time, depending upon the unique facts and circumstances related to each deliverable. If the facts and circumstances underlying the factors considered change or should future facts and circumstances lead the Company to consider additional factors, the Company's best estimate of SSP may also change. Contract costs. The incremental costs of obtaining a contract are capitalized if the costs are expected to be recovered. Costs that are recognized as assets are amortized straight-line over the period as the related goods or services transfer to the customer. Costs incurred to fulfill a contract are capitalized if they are not covered by other relevant guidance, relate directly to a contract, will be used to satisfy future performance obligations, and are expected to be recovered. Significant Judgments. The Company may exercise significant judgment when determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together. Practical Expedients and Exemptions. Under Topic 606, incremental costs of obtaining a contract, such as sales commissions, are capitalized if they are expected to be recovered. Expensing these costs as they are incurred is not permitted unless they qualify for the practical expedient. The Company elected the practical expedient to expense the costs to obtain a contract as incurred when the expected amortization period is one year or less. The Company elected the practical expedient under Topic 606 to not disclose the transaction price allocated to remaining performance obligations, since the majority of the Company's arrangements have original expected durations of one year or less, or the invoicing corresponds to the value of the Company's performance completed to date. The Company elected the practical expedient that allows the Company to not assess a contract for a significant financing component if the period between the customer's payment and the transfer of the goods or services is one year or less. |
Research and development: | Research and development: Research and development costs are charged to expense as incurred. |
Marketing: | Marketing: The Company expenses advertising (marketing) costs as incurred. These expenses are outbound marketing expenses associated with participation in industry events, related sales collateral and email campaigns aimed at generating customer participation in webinars. There were no advertising expenses for the years ended December 31, 2019 and 2018, respectively. |
Net loss per share: | Net loss per share: The Company calculates net loss per share under the provisions of the relevant accounting guidance. That guidance requires the disclosure of both basic net loss per share, which is based on the weighted average number of shares outstanding, and diluted loss per share, which is based on the weighted average number of shares and dilutive potential shares outstanding. The number of shares of Common Stock subject to outstanding options and shares issuable upon exercise of warrants excluded from the calculation of loss per share as their inclusion would be anti-dilutive are as follows: December 31, December 31, Common Stock subject to outstanding options 1,077 1,037 Common Stock subject to outstanding warrants 2,536 1,828 Foreign currency assets and liabilities are translated into U.S. dollars at the end-of-period exchange rates except for long-term assets and liabilities, which are translated at historical exchange rates. Revenue and expenses are translated at the average exchange rates in effect during each period except for those expenses related to consolidated balance sheet amounts which are translated at historical exchange rates. Net foreign currency transaction gains and losses are included in interest and other income, net in the accompanying consolidated statements of operations. Foreign currency transaction gains and losses in 2019 and 2018 were insignificant. |
Income taxes: | Income taxes: Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their financial statement reported amounts and for tax loss and credit carry-forwards. A valuation allowance is provided against deferred tax assets when it is determined to be more likely than not that the deferred tax asset will not be realized. |
Foreign currency translation: | Foreign currency translation: There have been no unrecognized tax benefits and, accordingly, there has been no effect on the Company’s financial condition or results of operations. The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company is no longer subject to U.S. federal tax examinations for years before 2010, and state tax examinations for years before 2009. Management determined there was no effect on the Company’s unrecognized tax positions in response to changes to the federal tax rates adopted in December of 2018. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. |
Recently issued accounting pronouncements: | Recently issued accounting pronouncements: Accounting Standards Update No. 2018-07, Compensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC 718 and forgo revaluing the award after this date. The effective date of the amendments in ASU 2018-07 are for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company adopted ASU 2018-07 effective January 1, 2019. The adoption of ASU 2018-07 had no material impact on the Company's financial statements. Accounting Standards Update No. 2019-01, Leases (Topic 842), Codification Improvements. The amendments in this Update include the following items: (1) determining the fair value of the underlying asset by lessors that are not manufacturers or dealers; (2) presentation on the statement of cash flows—sales-type and direct financing leases; and (3) transition disclosures related to Topic 250, Accounting Changes and Error Corrections. The amendments in ASU 2019-01 for Issue 1 affect all lessors that are not manufacturers or dealers (generally financial institutions and captive finance companies); for Issue 2, all lessors that are depository and lending entities within the scope of Topic 942; for Issue 3, all entities that are lessees or lessors. The effective date of the amendments in ASU 2019-01 are for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company adopted ASU 2019-01 effective January 1, 2019. The adoption of ASU 2019-01 had no impact on the Company's financial statements. Other Accounting Standards Updates issued in 2019 are not applicable to the Company, therefore implementation would not be expected to have a material impact on the Company's financial position, results of operations and cash flows. |
Nature of Business, Basis of _3
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of cash and cash equivalents | 2019 2018 Cash in bank $ 25 $ 335 Cash and cash equivalents $ 25 $ 335 |
Schedule of antidilutive securities excluded from calculation of loss per share | December 31, December 31, Common Stock subject to outstanding options 1,077 1,037 Common Stock subject to outstanding warrants 2,536 1,828 |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Schedule of accounts receivable and revenue concentrations | Accounts Receivable As of December 31, Total Revenue for the year ended December 31, 2019 2018 2019 2018 Customer #1 - - 12 % 10 % Customer #2 - 48 % 17 % 24 % Customer #3 - - 22 % 23 % Customer #4 33 % 24 % - - Customer #5 52 % 26 % 21 % - Customer #6 13 % - - - Total concentration 98 % 98 % 72 % 57 % |
Schedule of sales concentrations by geographical areas | December 31, 2019 December 31, 2018 Sales within the United States 80 % 90 % Sales outside of the United States 20 % 10 % Total 100 % 100 % |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment net | 2019 2018 Computer equipment and software $ 24 $ 15 Less accumulated depreciation and amortization (16 ) (13 ) $ 8 $ 2 |
Other accrued liabilities (Tabl
Other accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | 2019 2018 Accrued interest $ 549 $ 288 Delaware Franchise tax 211 194 Other 54 42 Total $ 814 $ 524 |
Schedule of other long term accrued liabilities | 2019 2018 Management fees $ 623 $ 606 Accrued interest - 18 Commissions and deferred compensation 46 41 Total $ 669 $ 665 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stock Compensation Plans Information Summary | 2011 Stock Shares authorized for issuance 1,250 Option vesting period Immediate/Quarterly over 3 years Date adopted by shareholders November 2011 Option term 7 Years Options outstanding 1,077 Options exercisable 660 Weighted average exercise price $1.59 |
Schedule of fair value calculations for the stock options granted | Year Ended Year Ended Risk free interest rate 2.30 % 1.91 % Expected life (years) 6.1 6.3 Expected volatility 191.65 % 180.51 % Expected dividends None None Estimated average forfeiture rate 23.6 % 1.91 % |
Schedule of allocation of stock-based compensation expense | December 31, 2019 December 31, 2018 Research and development $ 28 $ 85 General and administrative 134 115 Director options and consultants 27 24 Stock-based compensation expense included in operating expenses $ 189 $ 224 |
Schedule of option activity under the Company's plans | December 31, 2019 December 31, 2018 Shares Weighted Aggregate Weighted Average Remaining Contractual Life Shares Weighted Aggregate Intrinsic Weighted Average Remaining Contractual Life Outstanding at beginning of period 1,037 $ 1.65 $ – 736 $ 3.65 $ – Granted 40 $ 0.50 $ – 393 $ 0.78 $ – Forfeited/ Cancelled – $ – $ – (92 ) $ 13.91 $ – Outstanding at period end 1,077 $ 1.59 $ – 4.97 1,037 $ 1.65 $ – 5.29 Options vested and exercisable at period end 660 $ 2.18 $ – 4.75 320 $ 3.92 $ – 5.40 Weighted average grant-date fair value of options granted during the period $ 0.40 $ 0.76 |
Schedule of significant ranges of outstanding and exercisable options | Options Outstanding Options Exercisable Range of Exercise Prices Options Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price per share Number Outstanding Weighted Average Exercise Price per share $0.01 -$25.00 1,050 5.06 $ 0.63 633 $ 0.61 $25 – $625 27 1.27 $ 38.56 27 $ 38.56 1,077 4.97 $ 1.59 660 $ 2.18 |
Schedule of the company's non-vested shares | Non-vested Shares Shares Weighted Average Non-vested at January 1, 2019 718 $ 0.54 Granted 40 $ 0.50 Canceled/Forfeited – $ – Vested (341 ) $ 0.63 Non-vested at December 31, 2019 417 $ 0.65 |
Schedule of warrant activity | December 31, 2019 December 31, 2018 Shares Weighted Average Exercise Price per share Shares Weighted Average Exercise Price per share Outstanding at beginning of period 1,828 $ 2.16 1,878 $ 2.52 Issued 985 $ 0.50 ─ $ ─ Expired (277 ) $ 1.63 (50 ) $ 15.63 Outstanding at end of period 2,536 $ 1.52 1,828 $ 2.16 Exercisable at end of period 2,536 $ 1.52 1,828 $ 2.16 |
Schedule of warrants outstanding and exercisable | Number of Shares Outstanding Weighted Average Weighted Average Exercise 1,551 1.40 $ 2.18 985 2.13 $ 0.50 2,536 1.68 $ 1.52 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | 2019 2018 Deferred tax assets: Net operating loss carry-forwards $ 15,884 $ 16,672 Accruals and reserves 351 263 Deferred revenue 116 84 Intangibles 422 486 Other, net 85 42 Fixed assets – – Gross tax assets 16,858 17,547 Valuation allowance 16,858 ) (17,547 ) Net deferred tax assets $ – $ – |
Schedule of components of income tax expense (benefit) | 2019 2018 Income tax benefit at the federal statutory rate $ (228 ) $ (209 ) State income tax benefit (77 ) (69 ) NOL expiration 360 938 Prior year true-ups (565 ) (195 ) Permanent items and other 68 81 Change in valuation allowance (689 ) (548 ) Income tax expense $ (1 ) $ (2 ) |
Nature of Business, Basis of _4
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | |||
Cash in bank | $ 25 | $ 335 | |
Cash and cash equivalents | $ 25 | $ 335 | $ 285 |
Nature of Business, Basis of _5
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Common Stock subject to outstanding options [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, shares | 1,077 | 1,037 |
Common Stock subject to outstanding warrants [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, shares | 2,536 | 1,828 |
Nature of Business, Basis of _6
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Nature of Business and Summary of Significant Accounting Policies (Textual) | |||
Accumulated deficit | $ (134,675) | $ (133,589) | |
Cash balance | 25 | 335 | $ 285 |
Depreciation expense | 3 | $ 4 | |
Deferred revenue | $ 387 |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Total concentration | 98.00% | 98.00% |
Accounts Receivable [Member] | Customer #1 [Member] | ||
Concentration Risk [Line Items] | ||
Total concentration | ||
Accounts Receivable [Member] | Customer #2 [Member] | ||
Concentration Risk [Line Items] | ||
Total concentration | 48.00% | |
Accounts Receivable [Member] | Customer #3 [Member] | ||
Concentration Risk [Line Items] | ||
Total concentration | ||
Accounts Receivable [Member] | Customer #4 [Member] | ||
Concentration Risk [Line Items] | ||
Total concentration | 33.00% | 24.00% |
Accounts Receivable [Member] | Customer #5 [Member] | ||
Concentration Risk [Line Items] | ||
Total concentration | 52.00% | 26.00% |
Accounts Receivable [Member] | Customer #6 [Member] | ||
Concentration Risk [Line Items] | ||
Total concentration | 13.00% | |
Total Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Total concentration | 72.00% | 57.00% |
Total Revenue [Member] | Customer #1 [Member] | ||
Concentration Risk [Line Items] | ||
Total concentration | 12.00% | 10.00% |
Total Revenue [Member] | Customer #2 [Member] | ||
Concentration Risk [Line Items] | ||
Total concentration | 17.00% | 24.00% |
Total Revenue [Member] | Customer #3 [Member] | ||
Concentration Risk [Line Items] | ||
Total concentration | 22.00% | 23.00% |
Total Revenue [Member] | Customer #4 [Member] | ||
Concentration Risk [Line Items] | ||
Total concentration | ||
Total Revenue [Member] | Customer #5 [Member] | ||
Concentration Risk [Line Items] | ||
Total concentration | 21.00% | |
Total Revenue [Member] | Customer #6 [Member] | ||
Concentration Risk [Line Items] | ||
Total concentration |
Concentrations (Details 1)
Concentrations (Details 1) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration Risk [Line Items] | ||
Concentration risk, percentage of total sales | 100.00% | 100.00% |
Sales within the United States [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage of total sales | 80.00% | 90.00% |
Sales outside of the United States [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage of total sales | 20.00% | 10.00% |
Property and equipment (Details
Property and equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment | $ 8 | $ 2 |
Computer equipment and software [Member] | ||
Property and equipment, Gross | 24 | 15 |
Less accumulated depreciation and amortization | (16) | (13) |
Property and equipment | $ 8 | $ 2 |
Chinese Joint Venture (Non-Co_2
Chinese Joint Venture (Non-Controlling Interest) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Chinese Joint Venture (Non-Controlling Interest) (Textual) | |
Joint venture ownership percentage | 90.00% |
Joint venture license expire date | The Joint Venture's business license expires October 18, 2043 |
Other accrued liabilities (Deta
Other accrued liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 549 | $ 288 |
Delaware Franchise tax | 211 | 194 |
Other | 814 | 524 |
Total | $ 814 | $ 524 |
Other accrued liabilities (De_2
Other accrued liabilities (Details 1) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Management fees | $ 623 | $ 606 |
Accrued interest | 18 | |
Commissions and deferred compensation | 46 | 41 |
Total | $ 669 | $ 665 |
Debt (Details)
Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Oct. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2018 | Jun. 30, 2018 | May 31, 2018 | Apr. 30, 2018 | May 31, 2017 | Nov. 30, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt (Textual) | ||||||||||
Aggregating amount of debt | $ 33 | $ 115 | $ 115 | $ 115 | ||||||
Debt instrument, description | Upon collection of the invoice, the Company would repay the advance to the lenders on a pro rata basis together with a 5% advance fee. The receivable was collected and $33 of the advances were repaid in November 2019, along with $2 in advance fees per the agreement. The advance fee was recorded as interest expense in the fourth quarter ended December 31, 2019. | Upon collection of an invoice, the Company would repay the advance to the lenders on a pro rata basis together with a 5% advance fee. The receivables were collected and $40 of the advances were repaid in May 2018, along with $2 in advance fees per the agreement. The advance fees were recorded as interest expense in the quarter ended June 30, 2018. The remaining $75 advances were converted into secured convertible notes in August 2018. | ||||||||
Secured notes due date | Dec. 31, 2019 | |||||||||
Accrued interest to related parties | $ 10 | |||||||||
Accrued Interest to other investors | 26 | |||||||||
Amortization of debt discount | 36,000 | $ 125 | ||||||||
Amortization expense | 65 | |||||||||
Minimum [Member] | ||||||||||
Debt (Textual) | ||||||||||
Interest rate | 6.00% | 6.00% | ||||||||
Maximum [Member] | ||||||||||
Debt (Textual) | ||||||||||
Interest rate | 10.00% | 10.00% | ||||||||
Secured Convertible Promissory Notes [Member] | ||||||||||
Debt (Textual) | ||||||||||
Aggregating amount of debt | $ 346 | $ 205 | $ 505 | |||||||
Debt instrument, description | The maturity date an additional 30% of the note's principal amount shall become due and payable. | The maturity date an additional 30% of the note's principal amount shall become due and payable. | ||||||||
Issued secured convertible promissory notes | $ 341 | $ 250 | $ 200 | |||||||
Conversion rate per shares | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | ||||||
Aggregate proceeds of new financing | $ 1,000 | $ 1,000 | $ 1,000 | |||||||
Secured notes bear interest rate | 10.00% | 10.00% | ||||||||
Secured notes due date | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | |||||||
Original issue discounts | $ 61 | |||||||||
Amount exchanged for advances | $ 75 | |||||||||
Accrued interest expense | 264 | |||||||||
Accrued interest to related parties | 74 | |||||||||
Accrued Interest to other investors | 152 | |||||||||
Unsecured convertible notes | $ 450 | $ 226 | ||||||||
Interest rate | 6.00% |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details) - 2011 Stock Compensation Plan [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Shares authorized for issuance | 1,250 |
Option vesting period | Immediate/Quarterly over 3 years |
Date adopted by shareholders | November 2011 |
Option term | 7 years |
Options outstanding | 1,077 |
Options exercisable | 660 |
Weighted average exercise price | $ / shares | $ 1.59 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details 1) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Risk free interest rate | 2.30% | 1.91% |
Expected life (years) | 6 years 1 month 6 days | 6 years 3 months 19 days |
Expected volatility | 191.65% | 180.51% |
Expected dividends | ||
Estimated average forfeiture rate | 23.60% | 1.91% |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 189 | $ 224 |
Research and development [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 28 | 85 |
General and administrative [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 134 | 115 |
Director options and consultants [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 27 | $ 24 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) (Details 3) - Option [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Shares | ||
Outstanding, Beginning balance | 1,037 | 736 |
Granted | 40,000 | 393,000 |
Forfeited or expired | (92) | |
Outstanding at period end | 1,077 | 1,037 |
Options vested and exercisable at period end | 660 | 320 |
Weighted average grant-date fair value of options granted during the period | 0.40 | .76 |
Weighted Average Exercise Price Per share | ||
Outstanding, Beginning balance | $ 1.65 | $ 3.65 |
Granted | 0.50 | 0.78 |
Forfeited or expired | 13.91 | |
Outstanding at period end | 1.59 | 1.65 |
Options vested and exercisable at period end | $ 2.18 | $ 3.92 |
Aggregate Intrinsic Value | ||
Outstanding, Beginning balance | ||
Granted | ||
Forfeited or expired | ||
Outstanding at period end | ||
Options vested and exercisable at period end | ||
Weighted Average Remaining Contractual Life (in years) | ||
Outstanding at period end | 4 years 11 months 19 days | 5 years 3 months 15 days |
Options vested and exercisable at period end | 4 years 9 months | 5 years 4 months 24 days |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) (Details 4) shares in Thousands | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | shares | 1,077 |
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | 4 years 11 months 19 days |
Options Outstanding, Weighted Average Exercise Price | $ 1.59 |
Options Exercisable, Number Outstanding | shares | 660 |
Options Exercisable, Weighted Average Exercise Price | $ 2.18 |
$0.01 - $25.00 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Range Limit | 0.01 |
Range of Exercise Prices, Upper Range Limit | $ 25 |
Options Outstanding, Number Outstanding | shares | 1,050 |
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | 5 years 22 days |
Options Outstanding, Weighted Average Exercise Price | $ 0.63 |
Options Exercisable, Number Outstanding | shares | 633 |
Options Exercisable, Weighted Average Exercise Price | $ 0.61 |
$25.01 - $625.00 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Prices, Lower Range Limit | 25.01 |
Range of Exercise Prices, Upper Range Limit | $ 625 |
Options Outstanding, Number Outstanding | shares | 27 |
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | 1 year 3 months 8 days |
Options Outstanding, Weighted Average Exercise Price | $ 38.56 |
Options Exercisable, Number Outstanding | shares | 27 |
Options Exercisable, Weighted Average Exercise Price | $ 38.56 |
Stockholders' Equity (Deficit_5
Stockholders' Equity (Deficit) (Details 5) shares in Thousands | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Shares | |
Non-vested, Beginning balance | shares | 718 |
Granted | shares | 40 |
Canceled/Forfeited | shares | |
Vested | shares | (341) |
Non-vested, Ending balance | shares | 417 |
Weighted Average Grant-Date Fair Value | |
Non-vested, Beginning balance | $ / shares | $ 0.54 |
Granted | $ / shares | 0.50 |
Forfeited | $ / shares | |
Vested | $ / shares | 0.63 |
Non-vested, Ending balance | $ / shares | $ 0.65 |
Stockholders' Equity (Deficit_6
Stockholders' Equity (Deficit) (Details 6) - Warrant [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Shares, Outstanding at beginning of period | 1,828 | 1,878 |
Shares, Issued | 985 | |
Shares, Expired | (277) | (50) |
Shares, Outstanding at end of period | 2,536 | 1,828 |
Shares, Exercisable at end of period | 2,536 | 1,828 |
Weighted Average Exercise Price Per Share, Outstanding at beginning of period | $ 2.16 | $ 2.52 |
Weighted Average Exercise Price Per Share, Issued | 0.50 | |
Weighted Average Exercise Price Per Share, Expired | 1.63 | 15.63 |
Weighted Average Exercise Price Per Share, Outstanding at end of period | 1.52 | 2.16 |
Weighted Average Exercise Price Per Share, Exercisable at end of period | $ 1.52 | $ 2.16 |
Stockholders' Equity (Deficit_7
Stockholders' Equity (Deficit) (Details 7) shares in Thousands | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Number of Warrants | shares | 2,536 |
Weighted Average Remaining Life (years) | 1 year 8 months 5 days |
Weighted Average Exercise Price per share | $ / shares | $ 1.52 |
Warrants Group One [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Warrants | shares | 1,551 |
Weighted Average Remaining Life (years) | 1 year 4 months 24 days |
Weighted Average Exercise Price per share | $ / shares | $ 2.18 |
Warrants Group Two [Member] | |
Class of Warrant or Right [Line Items] | |
Number of Warrants | shares | 985 |
Weighted Average Remaining Life (years) | 2 years 1 month 16 days |
Weighted Average Exercise Price per share | $ / shares | $ 0.50 |
Stockholders' Equity (Deficit_8
Stockholders' Equity (Deficit) (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 06, 2019 | Jan. 31, 2012 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stockholders' Equity (Deficit) (Textual) | ||||
Total unrecognized compensation cost | $ 68 | |||
Weighted average period | 1 year 2 months 12 days | |||
Common stock value | $ 58 | $ 58 | ||
Common stock reserved for issuance | 3,613,000 | |||
Warrants [Member] | ||||
Stockholders' Equity (Deficit) (Textual) | ||||
Granted, weighted average exercise price per share | $ 0.50 | |||
Common stock warrants purchased | 985 | |||
Treasury Stock [Member] | ||||
Stockholders' Equity (Deficit) (Textual) | ||||
Common stock value | $ 325 | |||
Beneficial conversion feature amount | 417 | |||
Treasury Stock [Member] | Series C Preferred Stock [Member] | ||||
Stockholders' Equity (Deficit) (Textual) | ||||
Common stock value | $ 417 | |||
Beneficial conversion feature shares | $ 278 | |||
Stock options [Member] | ||||
Stockholders' Equity (Deficit) (Textual) | ||||
Granted, shares | 40,000 | 393,000 | ||
Granted, weighted average exercise price per share | $ 0.50 | $ 0.78 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies (Textual) | |||
Office lease | $ 112 | ||
Rent expense | $ 34 | $ 66 | |
Remaining old lease term | 16 months |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry-forwards | $ 15,884 | $ 16,672 |
Accruals and reserves | 351 | 263 |
Deferred revenue | 116 | 84 |
Intangibles | 422 | 486 |
Other, net | 85 | 42 |
Fixed Assets | ||
Gross tax assets | 16,858 | 17,547 |
Valuation allowance | 16,858 | (17,547) |
Net deferred tax assets |
Income taxes (Details 1)
Income taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax (benefit) at the federal statutory rate | $ (228) | $ (209) |
State income tax benefit | (77) | (69) |
NOL expiration | 360 | 938 |
Prior year true up to return | (565) | (195) |
Permanent items and other | 68 | 81 |
Change in valuation allowance | (689) | (548) |
Income tax expense | $ (1) | $ (2) |
Income taxes (Details Textual)
Income taxes (Details Textual) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income taxes (Textual) | |
Federal net operating loss carry-forward | $ 64,414 |
State net operating loss carry-forward | $ 33,751 |
Federal operating loss carryforwards expiration year | 2020 |
State operating loss carryforwards expiration year | 2019 |
Subsequent event (Details)
Subsequent event (Details) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | ||
Mar. 31, 2020 | Mar. 02, 2020 | Jan. 28, 2020 | |
Advances Recieved in Cash | $ 75 | $ 75 | $ 75 |
Advance Fee | $ 4 | $ 4 | |
Advance Fee Percentage | 5.00% | 5.00% | |
Short Term Debt Interest Rate | 10.00% | 10.00% | 10.00% |
Advance in exchange | $ 75 | ||
Price per convert common stock | $ 0.50 | ||
Debt and equity financing lesser amount | $ 1,000 |