Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Dec. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | iSign Solutions Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 6,333,400 | ||
Entity Public Float | $ 1,657,254 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000727634 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-19301 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 94-2790442 | ||
Entity Address, Address Line One | 2033 Gateway Place | ||
Entity Address, Address Line Two | Suite 662 | ||
Entity Address, City or Town | San Jose | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95110 | ||
City Area Code | 650 | ||
Local Phone Number | 802-7888 | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 2738 | ||
Auditor Name | M&K CPAS, PLLC | ||
Auditor Location | Houston, TX |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 68 | $ 40 |
Accounts receivable, net of allowance of $0 and $0 at December 31, 2022, and 2021, respectively | 108 | 124 |
Prepaid expenses and other current assets | 19 | 22 |
Total current assets | 195 | 186 |
Property and equipment, net | 4 | 5 |
Other assets | 4 | 5 |
Total assets | 203 | 196 |
Current liabilities: | ||
Accounts payable | 371 | 378 |
Short–term debt – related party | 1,547 | 1,177 |
Short-term debt – Paycheck Protection Program | 1,725 | 1,847 |
Accrued compensation | 69 | 69 |
Deferred compensation | 219 | 219 |
Other accrued liabilities | 1,850 | 1,488 |
Deferred revenue | 185 | 196 |
Total current liabilities | 5,966 | 5,374 |
Long-term debt – other | 45 | |
Other long-term liabilities | 758 | 608 |
Total liabilities | 6,724 | 6,027 |
Commitments and contingencies (Note 8) | ||
Stockholders’ deficit: | ||
Common stock, $0.01 par value; 2,000,000 shares authorized; 6,333 issued and outstanding at December 31, 2022, and 6,322 at December 31, 2021, | 63 | 63 |
Treasury shares, 5 at December 31, 2022and December 31, 2021, respectively | (325) | (325) |
Additional paid-in-capital | 130,141 | 130,120 |
Accumulated deficit | (136,400) | (135,689) |
Total stockholders’ deficit | (6,521) | (5,831) |
Total liabilities and stockholders’ deficit | $ 203 | $ 196 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance (in Dollars) | $ 0 | $ 0 |
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 2,000,000 | 2,000,000 |
Common stock, shares issued | 6,333 | 6,322 |
Common stock, shares outstanding | 6,333 | 6,322 |
Treasury shares | 5 | 5 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | ||
Product | $ 332 | $ 373 |
Maintenance | 655 | 705 |
Total revenue | 987 | 1,078 |
Cost of sales: | ||
Product | 4 | 59 |
Maintenance | 113 | 75 |
Research and development | 590 | 547 |
Sales and marketing | 75 | 96 |
General and administrative | 544 | 562 |
Total operating costs and expenses | 1,326 | 1,339 |
Loss from operations | (339) | (261) |
Other | 125 | |
Interest expense: | ||
Related party | (161) | (127) |
Other | (211) | (222) |
Loss before income tax | (711) | (485) |
Income tax expense | (1) | |
Net loss | $ (711) | $ (486) |
Basic loss per common share (in Dollars per share) | $ (0.11) | $ (0.08) |
Weighted average common shares outstanding, basic (in Shares) | 6,332 | 6,048 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Diluted loss per common share | $ (0.11) | $ (0.08) |
Weighted average common shares outstanding, diluted | 6,332 | 6,048 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net loss: | $ (711) | $ (486) |
Foreign currency translation adjustment, net | ||
Total comprehensive loss | $ (711) | $ (486) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders’ Deficit - USD ($) shares in Thousands, $ in Thousands | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulative Deficit | Total |
Balance at Dec. 31, 2020 | $ 58 | $ (325) | $ 129,783 | $ (135,203) | $ (5,687) |
Balance (in Shares) at Dec. 31, 2020 | 5,762 | 5 | |||
Stock based compensation | 63 | 63 | |||
Settlement of deferred salary | $ 5 | 274 | 279 | ||
Settlement of deferred salary (in Shares) | 560 | ||||
Net loss | (486) | (486) | |||
Balance at Dec. 31, 2021 | $ 63 | $ (325) | 130,120 | (135,689) | (5,831) |
Balance (in Shares) at Dec. 31, 2021 | 6,322 | 5 | |||
Stock based compensation | 21 | 21 | |||
Cashless exercise of warrants | |||||
Cashless exercise of warrants (in Shares) | 11 | ||||
Net loss | (711) | (711) | |||
Balance at Dec. 31, 2022 | $ 63 | $ (325) | $ 130,141 | $ (136,400) | $ (6,521) |
Balance (in Shares) at Dec. 31, 2022 | 6,333 | 5 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (711) | $ (486) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 4 | 4 |
Stock-based compensation | 21 | 63 |
Proceeds from Short-term-debt- Paycheck Protection Program | (125) | |
Changes in operating assets and liabilities: | ||
Proceeds from advances on accounts receivable – other | 16 | (24) |
Prepaid expenses and other current assets | 4 | (12) |
Accounts payable | (7) | 25 |
Accrued compensation | (13) | |
Other accrued liabilities | 512 | 498 |
Deferred revenue | (11) | (19) |
Net cash used in operating activities | (172) | (89) |
Acquisition of property and equipment | (3) | (4) |
Net cash used in investing activities | (3) | (4) |
Cash flows from financing activities: | ||
Proceeds from issuance of short-term debt – related party | 140 | 175 |
Proceeds from issuance of short-term debt – other | 232 | 95 |
Proceeds from advances on accounts receivable – related party | 6 | 136 |
Payment of advances on accounts receivable – related party | (30) | (199) |
Payment of advances on accounts receivable – other | (145) | (100) |
Net cash provided by financing activities | 203 | 107 |
Net increase (decrease) in cash and cash equivalents | 28 | 14 |
Cash and cash equivalents at beginning of period | 40 | 26 |
Cash and cash equivalents at end of period | 68 | 40 |
Supplementary disclosure of cash flow information | ||
Interest paid | 32 | 6 |
Income taxes paid | 1 | |
Accounts receivable advance converted to convertible note | 15 | |
Non-cash financing and investing transactions | ||
Long-term deferred compensation settled for Common Stock | $ 279 |
Nature of Business, Basis of Pr
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, the Company’s accumulated deficit was $136,400. The Company has primarily met its working capital needs through the sale of debt and equity securities. As of December 31, 2022, the Company’s cash balance was $68. 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: 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, 2022, and December 31, 2021, 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, 2022, and December 31, 2021, there were no adjustments to carrying values of financial instruments during this period. 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. There are no derivatives arising from convertible securities during 2022 and 2021. 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: 2022 2021 Cash in bank $ 68 $ 40 Cash and cash equivalents $ 68 $ 40 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 has 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 $4 and $4 for the years ended December 31, 2022, and 2021, 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, 2022, and 2021, 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 ultimately expected to vest during the period. The fair value of share-based awards to employees and directors is calculated using the Black-Scholes-Merton valuation model Forfeitures 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’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, 2022, the Company recognized $195 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. 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, 2022, and 2021, 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 1,321 1,338 Common Stock subject to outstanding warrants 450 1,450 Common stock subject to outstanding convertible debt plus accrued interest 8,616 7,443 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 2022 and 2021 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 2018, and state tax examinations for years before 2017. 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. 2021-10, Government Assistance (Topic 832). The amended guidance in this update was issued in November 2021to increase the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. The disclosures about government assistance in the notes to financial statements will provide comparable and transparent information to investors and other financial statement users to enable them to understand an entity’s financial results and prospects for future cash flows. The amendments in update 2021-10 are effective for all entities within its scope for financial statements for annual periods issued beginning after December 15, 2021. Early application of the amendments is permitted. Other Accounting Standards Updates issued in 2022 are not currently 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, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations | 2. Concentrations: The following table summarizes accounts receivable and revenue concentrations: Accounts Receivable Total Revenue for the year ended 2022 2021 2022 2021 Customer #1 79 % 83 % 35 % 40 % Customer #2 − − 28 % 25 % Customer #3 − − 21 % 19 % Customer #4 19 % 16 % − % − Total concentration 98 % 99 % 84 % 84 % The following table summarizes sales concentrations: December 31, December 31, Sales within the United States 35 % 38 % Sales outside of the United States 65 % 62 % Total 100 % 100 % |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | 3. Property and equipment: Property and equipment, net at December 31, consists of the following: 2022 2021 Computer equipment and software $ 32 $ 29 Less accumulated depreciation and amortization (28 ) (24 ) $ 4 $ 5 |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Accrued Liabilities [Abstract] | |
Other accrued liabilities | 4. Other accrued liabilities: The Company records other liabilities based on reasonable estimates for expenses, or payables that are known or estimated including deposits, taxes, rents and services. The Company had the following other accrued liabilities at December 31: 2022 2021 Accrued interest $ 1,507 $ 1,170 Delaware Franchise tax 289 264 Other 54 54 Total $ 1,850 $ 1,488 The Company had the following other long-term accrued liabilities at December 31: 2022 2021 Management fees $ 758 $ 608 Other long –term liabilities − 45 Total $ 758 $ 653 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 5. Debt: The table below break down the Company’s debt into its related components as of December 31: 2022 2021 Advances Note Payable Total Advances Note Payable Total Short-term debt related party $ 180 $ 1,367 $ 1,547 $ 205 $ 972 $ 1,177 Short-term debt other $ − $ 1,725 $ 1,725 $ 50 $ 1,797 $ 1,847 Advances In January 2022, the Company received, from unrelated parties, demand notes aggregating $50 in cash. The notes bear interest at the rate of 20% per annum. Principal and interest due shall be paid in full on demand, following ten (10) calendar day prior written notices starting on March 15, 2022. These notes may be prepaid in whole or in part at any time without penalty, premium or other consideration by giving at least five (5) business day prior written notice to the Holder. On January 19 and February 9, 2022, the Company repaid $15 and $15, respectively, of accounts receivable advances from related parties along with $2 of accrued advance fees. In addition, during February 2022, the Company repaid $100 of demand notes to an unrelated party along with 20% of accrued fees. In October 2022, the Company received, from related parties, advances aggregating $6 in cash against certain accounts receivable of the Company. Upon collection of an invoice, the Company agreed to repay the advance to the lenders on a pro rata basis together with a 3% advance fee. Notes Payable: On February 28, 2021, the Company issued an aggregate of $75 in unsecured notes, $30 to related parties and $45 to other investors. The Company received $15 in cash and $15 in exchange for an account receivable advance, received in the prior year, from related parties, and $45 in cash from other investors. The unsecured notes are convertible by the holder into common stock at any time at a price per share of $0.50. Upon closing a new financing of at least $1,000 in aggregate proceeds, the Company can force conversion at a price equal to the lesser of $0.50 per share or the price per share of the new financing. The notes bear interest at the rate of 10% per annum and are due December 31, 2022. In June 2021, the Company paid the first installment in the amount of $40 plus accrued interest of $5 of a note entered into associated with a settlement agreement dated July 1, 2020, with one of its vendors. The remaining $90 plus interest at the rate of 4% per annum is due in two installments, June of 2022 and June of 2023. In August 2021 the Company applied for full loan and interest forgiveness of its PPP loan. In September 2021 the Company received notification that the PPP had been forgiven in full and the Company record $125 in other income on the Statement of Operations related to the forgiveness of the debt plus accrued interest. In September 2021 the Company received notification that the loan related to the Paycheck Protection Program had been forgiven in full. The Company record $125 of other income on the Statement of Operations related to the forgiveness of the debt plus accrued interest. On September 30, 2021, the Company issued a note to one a related party investor and received $75 in cash. The note bears interest at the rate of 20% per annum and is due upon demand following ten calendar days prior written notice starting on January 1, 2022. In November 2021, the Company received $100 in cash and issued two notes in the amount of $50 each to a related and an unrelated party. The notes bear interest at the rate of 20% per annum and are due upon demand following ten calendar days prior written notice starting on March 29, 2022. In December 2021, the Company received $50 in cash and issued a note aggregating $50 to a related party. The note bears interest at the rate of 20% per annum and is due upon demand following ten calendar days prior written notice starting on March 29, 2022. In January 2022, the Company received, from unrelated parties, demand notes aggregating $50 in cash. The notes bear interest at the rate of 20% per annum. Principal and interest due shall be paid in full on demand, following ten (10) calendar day prior written notices starting on March 15, 2022. These notes may be prepaid in whole or in part at any time without penalty, premium or other consideration by giving at least five (5) business day prior written notice to the Holder. The notes were repaid in full plus $1 of accrued interest in February 2022. In June 2022, the Company paid the second installment in the amount of $45 plus accrued interest of $4 of a note entered into associated with a settlement agreement dated July 1, 2020, with one of its vendors. The remaining $45 plus interest at the rate of 4% per annum is due in June of 2023. On April 20, 2022, the Company issued an aggregate of $125 in unsecured convertible notes, $70 to related parties and $55 to other investors. The unsecured notes are convertible by the holder into common stock at any time at a price per share of $1.00. Upon closing a new financing of at least $1,000 in aggregate proceeds, the Company can force conversion at a price equal to the lesser of $1.00 per share or the price per share of the new financing. The notes bear interest at the rate of 10% per annum and are due December 31, 2022. On August 2022, the Company issued an aggregate of $50 in unsecured convertible notes to other investors. The unsecured notes are convertible by the holder into common stock at any time at a price per share of $1.00. Upon closing a new financing of at least $1,000 in aggregate proceeds, the Company can force conversion at a price equal to the lesser of $1.00 per share or the price per share of the new financing. The notes bear interest at the rate of 10% per annum and are due December 31, 2022. On November 2022, the Company issued an aggregate of $75 in unsecured convertible notes, $35 to related parties and $40 to other investors. The unsecured notes are convertible by the holder into common stock at any time at a price per share of $1.00. Upon closing a new financing of at least $1,000 in aggregate proceeds, the Company can force conversion at a price equal to the lesser of $1.00 per share or the price per share of the new financing. The notes bear interest at the rate of 10% per annum and are due December 31, 2022. On December 2022, the Company issued an aggregate of $72 in unsecured convertible notes, $25 to related parties and $47 to other investors. The unsecured notes are convertible by the holder into common stock at any time at a price per share of $1.00. Upon closing a new financing of at least $1,000 in aggregate proceeds, the Company can force conversion at a price equal to the lesser of $1.00 per share or the price per share of the new financing. The notes bear interest at the rate of 10% per annum and are due December 31, 2022. During the twelve months ended December 31, 2022, the Company accrued $372 of interest expense, $275 associated with the notes, of which $122 was to related parties and $154 was to other investors. And for the twelve months ended December 31, 2021, the Company accrued $349 of interest expense, $305 associated with the notes, of which $126 was to related parties and $179 was to other investors. The Company recorded $0 in debt discount amortization for the twelve months ended December 31, 2022 and 2021, related to the above debt financings |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | 6. Stockholders’ deficit: Common stock options At December 31, 2022, 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, 2022, is as follows: 2011 Stock Shares authorized for issuance 1,750 Option vesting period Immediate/Quarterly over 3 years Date adopted by shareholders November 2011 Option term 7 Years Options outstanding 1,297 Options exercisable 1,227 Weighted average exercise price $0.59 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. There were no stock options granted by the Company during 2022 and 2021.The fair value calculations for the stock options granted are based on the following assumptions: Year Ended Risk free interest rate 0.18 % Expected life (years) 6.4 Expected volatility 164.00 % Expected dividends None Estimated average forfeiture rate 2.15 % The following table summarizes the allocation of stock-based compensation expense for the years ended December 31, 2022, and 2021. There were no stock options exercised during the years ended December 31, 2022, and 2021. December 31, December 31, Research and development $ − $ − General and administrative 14 44 Director options and consultants 7 18 Stock-based compensation expense included in operating expenses $ 21 $ 63 As of December 31, 2022, there was $4 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 0.3 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, 2022. The summary activity for the Company’s 2011 Stock Compensation Plans is as follows: December 31, 2022 December 31, 2021 Shares Weighted Aggregate Intrinsic Value Weighted Average Remaining Contractual Life Shares Weighted Aggregate Intrinsic Value Weighted Average Remaining Contractual Life Outstanding at beginning of period 1,309 $ 0.84 $ – 1,338 $ 0.87 $ 1,386 Granted $ – $ – – $ – $ – Forfeited/ Cancelled 12 $ – $ – – $ – $ – Outstanding at period end 1,297 $ 0.59 $ – 2.63 1,338 $ 0.87 $ 1,386 3.59 Options vested and exercisable at period end 1,227 $ 0.59 $ – 2.51 1,165 $ 0.93 $ 1,143 3.30 Weighted average grant-date fair value of options granted during the period $ 0.49 $ 0.78 The following table summarizes significant ranges of outstanding and exercisable options as of December 31, 2022: Options Outstanding Options Exercisable Range of Exercise Prices Options Weighted Weighted Number Weighted $0.00 – $0.50 910 2.64 $ 0.50 840 $ 0.50 $0.51 – $1.00 386 2.61 $ 0.78 386 $ 0.78 $1.01 – $25.00 1 0.00 $ 10.00 1 $ 10.00 1,297 2.63 $ 0.59 1,227 $ 0.59 A summary of the status of the Company’s non-vested shares as of December 31, 2022, is as follows: Non-vested Shares Shares Weighted Average Non-vested at January 1, 2022 167 $ 0.50 Granted – Canceled/Forfeited 12 $ 27.71 Vested (109 ) $ 0.50 Non-vested at December 31, 2022 70 $ 0.50 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. Common Stock In June 2021, the Company, with approval of the Board of Directors, reallocated all of the $560,000 of accrued compensation owed to SG Phoenix in equal parts to Mr. Sassower and Mr. Goren, according to their respective ownership in SG Phoenix. Mr. Sassower settled $280,000 of Accrued Long -term deferred salary allocated to him into 560,000 shares of the Company’s Common Stock at a price of $0.50 per share, which was substantially above the then current market price of the company’s common stock. Treasury Stock In January 2012, the Company received 5 shares of Common Stock. The Common Stock was valued at $325. Warrants In June 2021, the Company transferred from SGP to Andrea Goren the Common Stock Purchase Warrant numbers 19-01 and 20-2, respectively dated February 6, 2019, and August 11, 2020 (the “SGP Warrants”) to purchase Seven Hundred Thousand (700,000) and Two hundred Fifty Thousand (250,000) shares of Company common stock, respectively. There were no warrants issued by the company, but 15 warrants were exercised during the twelve-month ended December 31, 2022 A summary of the warrant activity is as follows: December 31, 2022 December 31, 2021 Shares Weighted Shares Weighted Outstanding at beginning of period 1,450 $ 0.50 2,536 $ 1.52 Issued $ 465 $ 0.50 Exercised (15 ) 0.50 – $ Expired (985 ) $ 0.50 – $ – Outstanding at end of period 450 $ 0.50 3,001 $ 1.37 Exercisable at end of period 450 $ 0.50 3,001 $ 1.37 A summary of the status of the warrants outstanding as of December 31, 2022, is as follows: Number of Shares Outstanding and Exercisable Weighted Weighted 15 0.08 $ 0.50 435 0.62 $ 0.50 450 0.64 $ 0.50 As of December 31, 2022, 450 shares of Common Stock were reserved for issuance upon exercise of outstanding options and warrants. |
Related party
Related party | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related party | 7. Related party Phoenix is the beneficial owner of approximately 16.9% of the Common Stock of the Company when calculated in accordance with Rule 13d-3 In March 2021, the Company received, from related parties, advances aggregating $25 in cash against certain accounts receivable of the Company. Upon collection of an invoice, the Company agreed to repay the advance to the lenders on a pro rata basis together with a 5% advance fee. The Company accrued $1 in advance fees recorded as interest expense on the Statement of Operations. In April 2021, the Company re-paid $49 of Accounts Receivable Advances and $6 in accrued but unpaid 5% advance fees to an affiliate. In addition, the Company repaid to another affiliate $64 of Accounts Receivable Advances and $4 in accrued but unpaid 5% advance fees. In June 2021, the Company, with approval of the Board of Directors, reallocated all of the $560 of accrued compensation owed to SG Phoenix in equal parts to Mr. Sassower and Mr. Goren, according to their respective ownership in SG Phoenix. Mr. Sassower settled $280 of Accrued Long-term deferred salary allocated to him into 560,000 shares of the Company’s Common Stock at a price of $0.50 per share, which was substantially above the then current market price of the company’s common stock. In July 2021, the Company received $10 in cash from an affiliate as an advance against certain accounts receivable. The company accrued a 5% advance fee and recorded $0.5 as interest expense during the three months ended September 30, 2021. Upon collection of the accounts receivable the Company will repay the advance plus the 5% fee. In August and September 2021, the Company received $50 and $36, respectively in cash from an affiliate as advances against certain accounts receivable. The company accrued a 5% advance fees in August and September 2021, and recorded $4 as interest expense during the three months ended September 30, 2021. Upon collection of the accounts receivable the Company will repay the advances plus the 5% fee. In December 2021, the Company re-paid $66 in Accounts Receivable Advances and $3 in accrued but unpaid 5% advance fees to two related parties. On April 20, 2022, the Company issued an aggregate of $70 in unsecured convertible notes to related parties. The unsecured notes are convertible by the holder into common stock at any time at a price per share of $1.00. Upon closing a new financing of at least $1,000 in aggregate proceeds, the Company can force conversion at a price equal to the lesser of $1.00 per share or the price per share of the new financing. The notes bear interest at the rate of 10% per annum and are due December 31, 2022. On November 2022, the Company issued an aggregate of $35 in unsecured convertible notes to related parties. The unsecured notes are convertible by the holder into common stock at any time at a price per share of $1.00. Upon closing a new financing of at least $1,000 in aggregate proceeds, the Company can force conversion at a price equal to the lesser of $1.00 per share or the price per share of the new financing. The notes bear interest at the rate of 10% per annum and are due December 31, 2023. On December 2022, the Company issued an aggregate of $35 in unsecured convertible notes to related parties. and $37 to other investors. The unsecured notes are convertible by the holder into common stock at any time at a price per share of $1.00. Upon closing a new financing of at least $1,000 in aggregate proceeds, the Company can force conversion at a price equal to the lesser of $1.00 per share or the price per share of the new financing. The notes bear interest at the rate of 10% per annum and are due December 31, 2023. There were no stock option grants to affiliates of the Company during the twelve months ended December 31, 2022, and 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies : Lease commitments The Company maintains no leases. The Company rents approximately in Legal Contingencies There are no material pending legal proceedings to which we are a party or to which any of our property is subject, nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 9. Income taxes : Management regularly assesses the ability to realize deferred tax assets recorded based upon the weight of available evidence, including such factors as recent earnings history and expected future taxable income on a jurisdiction-by-jurisdiction basis. In the event that the Company changes its determination as to the amount of realizable deferred tax assets, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. The Company’s management believes that, based on a number of factors, it is more likely than not, that all or some portion of the deferred tax assets will not be realized; and accordingly, for the year ended December 31, 2022, the Company has provided a valuation allowance against the Company’s U.S. net deferred tax assets. At December 31, 2022, the Company had net operating loss carryforwards of $53,370 for federal income tax purposes which will begin to expire in 2022 if unused. The Company had net operating loss carryforwards for state income tax purposes of approximately $38,189. These state net operating losses carryforwards will begin to expire in the year 2028 if unused. Deferred tax assets and liabilities at December 31 consist of the following: 2022 2021 Deferred tax assets: Net operating loss carry-forwards $ 13,875 $ 13,780 Accruals and reserves 109 333 Deferred revenue 52 57 Intangibles 58 130 Other, net 62 198 Fixed assets – – Gross tax assets 14,156 14,498 Valuation allowance (14,156 ) (14,498 ) Realizable deferred tax asset – – 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, 2022, and December 31, 2021: The components of the net deferred tax assets and liabilities are as follows: 2022 2021 Income tax benefit at the federal statutory rate $ (71 ) $ (102 ) State income tax benefit (23 ) (33 ) NOL expiration 400 2,703 Prior year true-ups – 49 Permanent items and other – – Tax cuts and Jobs Act Rate Change 36 9 Change in valuation allowance (342 ) (2,625 ) Income tax expense $ 0 $ 1 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. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was passed into law. The CARES Act includes several significant business tax provisions including modification to the taxable income limitation for utilization of net operating losses (“NOLs”) incurred in 2019 and 2020 and the ability to carry back NOLs from those years for a period of up to five years, an increase to the limitation on deductibility of certain business interest expense, bonus depreciation for purchases of qualified improvement property and special deductions on certain corporate charitable contributions. We analyzed the provisions of the CARES Act and determined there was no net effect on our provision for the year ended December 31, 2022. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Event [Abstract] | |
Subsequent events | 10. Subsequent events : In February and March 2023, the Company received, from related parties, advances aggregating $52 in cash against certain accounts receivable of the Company. Upon collection of an invoice, the Company agreed to repay the advance to the lenders on a pro rata basis together with a 2% advance fee. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, the Company’s accumulated deficit was $136,400. The Company has primarily met its working capital needs through the sale of debt and equity securities. As of December 31, 2022, the Company’s cash balance was $68. 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, 2022, and December 31, 2021, 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, 2022, and December 31, 2021, there were no adjustments to carrying values of financial instruments during this period. |
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). |
Derivative | 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. There are no derivatives arising from convertible securities during 2022 and 2021. |
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: 2022 2021 Cash in bank $ 68 $ 40 Cash and cash equivalents $ 68 $ 40 |
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 has 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 $4 and $4 for the years ended December 31, 2022, and 2021, 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, 2022, and 2021, 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 ultimately expected to vest during the period. The fair value of share-based awards to employees and directors is calculated using the Black-Scholes-Merton valuation model Forfeitures 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’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, 2022, the Company recognized $195 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. 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, 2022, and 2021, 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 1,321 1,338 Common Stock subject to outstanding warrants 450 1,450 Common stock subject to outstanding convertible debt plus accrued interest 8,616 7,443 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 2022 and 2021 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 2018, and state tax examinations for years before 2017. 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. 2021-10, Government Assistance (Topic 832). The amended guidance in this update was issued in November 2021to increase the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. The disclosures about government assistance in the notes to financial statements will provide comparable and transparent information to investors and other financial statement users to enable them to understand an entity’s financial results and prospects for future cash flows. The amendments in update 2021-10 are effective for all entities within its scope for financial statements for annual periods issued beginning after December 15, 2021. Early application of the amendments is permitted. Other Accounting Standards Updates issued in 2022 are not currently 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 _2
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Company’s Cash and Cash Equivalents [Abstract] | |
Schedule of company’s cash and cash equivalents | 2022 2021 Cash in bank $ 68 $ 40 Cash and cash equivalents $ 68 $ 40 |
Schedule of 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 | December 31, December 31, Common Stock subject to outstanding options 1,321 1,338 Common Stock subject to outstanding warrants 450 1,450 Common stock subject to outstanding convertible debt plus accrued interest 8,616 7,443 |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Schedule of accounts receivable and revenue concentrations | Accounts Receivable Total Revenue for the year ended 2022 2021 2022 2021 Customer #1 79 % 83 % 35 % 40 % Customer #2 − − 28 % 25 % Customer #3 − − 21 % 19 % Customer #4 19 % 16 % − % − Total concentration 98 % 99 % 84 % 84 % |
Schedule of sales concentrations | December 31, December 31, Sales within the United States 35 % 38 % Sales outside of the United States 65 % 62 % Total 100 % 100 % |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | 2022 2021 Computer equipment and software $ 32 $ 29 Less accumulated depreciation and amortization (28 ) (24 ) $ 4 $ 5 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Accrued Liabilities [Abstract] | |
Schedule of other accrued liabilities | 2022 2021 Accrued interest $ 1,507 $ 1,170 Delaware Franchise tax 289 264 Other 54 54 Total $ 1,850 $ 1,488 |
Schedule of other long-term accrued liabilities | 2022 2021 Management fees $ 758 $ 608 Other long –term liabilities − 45 Total $ 758 $ 653 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of debt into its related components | 2022 2021 Advances Note Payable Total Advances Note Payable Total Short-term debt related party $ 180 $ 1,367 $ 1,547 $ 205 $ 972 $ 1,177 Short-term debt other $ − $ 1,725 $ 1,725 $ 50 $ 1,797 $ 1,847 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock compensation plans information | 2011 Stock Shares authorized for issuance 1,750 Option vesting period Immediate/Quarterly over 3 years Date adopted by shareholders November 2011 Option term 7 Years Options outstanding 1,297 Options exercisable 1,227 Weighted average exercise price $0.59 |
Schedule of fair value calculations for the stock options granted | Year Ended Risk free interest rate 0.18 % Expected life (years) 6.4 Expected volatility 164.00 % Expected dividends None Estimated average forfeiture rate 2.15 % |
Schedule of allocation of stock-based compensation expense | December 31, December 31, Research and development $ − $ − General and administrative 14 44 Director options and consultants 7 18 Stock-based compensation expense included in operating expenses $ 21 $ 63 |
Schedule of warrants outstanding and exercisable | December 31, 2022 December 31, 2021 Shares Weighted Aggregate Intrinsic Value Weighted Average Remaining Contractual Life Shares Weighted Aggregate Intrinsic Value Weighted Average Remaining Contractual Life Outstanding at beginning of period 1,309 $ 0.84 $ – 1,338 $ 0.87 $ 1,386 Granted $ – $ – – $ – $ – Forfeited/ Cancelled 12 $ – $ – – $ – $ – Outstanding at period end 1,297 $ 0.59 $ – 2.63 1,338 $ 0.87 $ 1,386 3.59 Options vested and exercisable at period end 1,227 $ 0.59 $ – 2.51 1,165 $ 0.93 $ 1,143 3.30 Weighted average grant-date fair value of options granted during the period $ 0.49 $ 0.78 |
Schedule of significant ranges of outstanding and exercisable options | Options Outstanding Options Exercisable Range of Exercise Prices Options Weighted Weighted Number Weighted $0.00 – $0.50 910 2.64 $ 0.50 840 $ 0.50 $0.51 – $1.00 386 2.61 $ 0.78 386 $ 0.78 $1.01 – $25.00 1 0.00 $ 10.00 1 $ 10.00 1,297 2.63 $ 0.59 1,227 $ 0.59 |
Schedule of the company's non-vested shares | Non-vested Shares Shares Weighted Average Non-vested at January 1, 2022 167 $ 0.50 Granted – Canceled/Forfeited 12 $ 27.71 Vested (109 ) $ 0.50 Non-vested at December 31, 2022 70 $ 0.50 |
Schedule of warrant activity | December 31, 2022 December 31, 2021 Shares Weighted Shares Weighted Outstanding at beginning of period 1,450 $ 0.50 2,536 $ 1.52 Issued $ 465 $ 0.50 Exercised (15 ) 0.50 – $ Expired (985 ) $ 0.50 – $ – Outstanding at end of period 450 $ 0.50 3,001 $ 1.37 Exercisable at end of period 450 $ 0.50 3,001 $ 1.37 |
Schedule of warrants outstanding and exercisable | Number of Shares Outstanding and Exercisable Weighted Weighted 15 0.08 $ 0.50 435 0.62 $ 0.50 450 0.64 $ 0.50 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | 2022 2021 Deferred tax assets: Net operating loss carry-forwards $ 13,875 $ 13,780 Accruals and reserves 109 333 Deferred revenue 52 57 Intangibles 58 130 Other, net 62 198 Fixed assets – – Gross tax assets 14,156 14,498 Valuation allowance (14,156 ) (14,498 ) Realizable deferred tax asset – – |
Schedule of net deferred tax assets and liabilities | 2022 2021 Income tax benefit at the federal statutory rate $ (71 ) $ (102 ) State income tax benefit (23 ) (33 ) NOL expiration 400 2,703 Prior year true-ups – 49 Permanent items and other – – Tax cuts and Jobs Act Rate Change 36 9 Change in valuation allowance (342 ) (2,625 ) Income tax expense $ 0 $ 1 |
Nature of Business, Basis of _3
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2021 | |
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Accumulated deficit | $ 136,400 | ||
Cash | 68 | $ 25 | |
Deferred financing costs | 4 | $ 4 | |
Revenue from contracts with customers | $ 195 | ||
Minimum [Member] | |||
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Estimated useful lives | three | ||
Maximum [Member] | |||
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Estimated useful lives | five |
Nature of Business, Basis of _4
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of company’s cash and cash equivalents - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Company’s Cash and Cash Equivalents [Abstract] | ||
Cash in bank | $ 68 | $ 40 |
Cash and cash equivalents | $ 68 | $ 40 |
Nature of Business, Basis of _5
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of 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 - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Common Stock subject to outstanding options [Member] | ||
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of 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 [Line Items] | ||
Common stock subject to outstanding | 1,321 | 1,338 |
Common Stock subject to outstanding warrants [Member] | ||
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of 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 [Line Items] | ||
Common stock subject to outstanding | 450 | 1,450 |
Common stock subject to outstanding convertible debt plus accrued interest [Member] | ||
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of 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 [Line Items] | ||
Common stock subject to outstanding | 8,616 | 7,443 |
Concentrations (Details) - Sche
Concentrations (Details) - Schedule of accounts receivable and revenue concentrations - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable [Member] | ||
Variable Interest Entity [Line Items] | ||
Total concentration | 98% | 99% |
Accounts Receivable [Member] | Customer #1 [Member] | ||
Variable Interest Entity [Line Items] | ||
Total concentration | 79% | 83% |
Accounts Receivable [Member] | Customer #2 [Member] | ||
Variable Interest Entity [Line Items] | ||
Total concentration | ||
Accounts Receivable [Member] | Customer #3 [Member] | ||
Variable Interest Entity [Line Items] | ||
Total concentration | ||
Accounts Receivable [Member] | Customer #4 [Member] | ||
Variable Interest Entity [Line Items] | ||
Total concentration | 19% | 16% |
Total Revenue [Member] | ||
Variable Interest Entity [Line Items] | ||
Total concentration | 84% | 84% |
Total Revenue [Member] | Customer #1 [Member] | ||
Variable Interest Entity [Line Items] | ||
Total concentration | 35% | 40% |
Total Revenue [Member] | Customer #2 [Member] | ||
Variable Interest Entity [Line Items] | ||
Total concentration | 28% | 25% |
Total Revenue [Member] | Customer #3 [Member] | ||
Variable Interest Entity [Line Items] | ||
Total concentration | 21% | 19% |
Total Revenue [Member] | Customer #4 [Member] | ||
Variable Interest Entity [Line Items] | ||
Total concentration |
Concentrations (Details) - Sc_2
Concentrations (Details) - Schedule of sales concentrations | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Concentrations (Details) - Schedule of sales concentrations [Line Items] | ||
Concentration risk, percentage of total sales | 100% | 100% |
Sales within the United States [Member] | ||
Concentrations (Details) - Schedule of sales concentrations [Line Items] | ||
Concentration risk, percentage of total sales | 35% | 38% |
Sales outside of the United States [Member] | ||
Concentrations (Details) - Schedule of sales concentrations [Line Items] | ||
Concentration risk, percentage of total sales | 65% | 62% |
Property and equipment (Details
Property and equipment (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Property And Equipment Net [Abstract] | ||
Computer equipment and software | $ 32 | $ 29 |
Less accumulated depreciation and amortization | (28) | (24) |
Property and equipment, net | $ 4 | $ 5 |
Other Accrued Liabilities (Deta
Other Accrued Liabilities (Details) - Schedule of other accrued liabilities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Other Accrued Liabilities [Abstract] | ||
Accrued interest | $ 1,507 | $ 1,170 |
Delaware Franchise tax | 289 | 264 |
Other | 54 | 54 |
Total | $ 1,850 | $ 1,488 |
Other Accrued Liabilities (De_2
Other Accrued Liabilities (Details) - Schedule of other long-term accrued liabilities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Schedule of Other Long-Term Accrued Liabilities [Abstract] | |||
Management fees | $ 758 | $ 608 | |
Other long –term liabilities | 45 | ||
Total | $ 758 | $ 653 | $ 280 |
Debt (Details)
Debt (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Apr. 20, 2022 | Feb. 09, 2022 | Jan. 19, 2022 | Nov. 30, 2022 | Oct. 31, 2022 | Aug. 31, 2022 | Jun. 30, 2022 | Apr. 20, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Nov. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt (Details) [Line Items] | ||||||||||||||||
Accounts receivable advances in cash | $ 6,000 | $ 50,000 | ||||||||||||||
Percentage of bear interest rate | 20% | 20% | 20% | 20% | ||||||||||||
Advance accounts receivable | $ 15,000 | $ 15,000 | $ 15,000 | |||||||||||||
Accrued advances fees | $ 2,000 | |||||||||||||||
Accounts receivable advances repaid | $ 100,000 | |||||||||||||||
Accrued fees percentage | 20% | |||||||||||||||
Advance fee percentage | 3% | |||||||||||||||
Unsecured amount | $ 125,000 | $ 75,000 | $ 50,000 | $ 125,000 | 75,000 | 72,000 | ||||||||||
Related parties | 35,000 | $ 4 | 70,000 | $ 50,000 | 30,000 | 25,000 | $ 50,000 | |||||||||
Due to other investors | 40,000 | $ 55,000 | 45,000 | 47,000 | ||||||||||||
Cash received | 15,000 | |||||||||||||||
Other investors | 45,000 | 154,000 | 179,000 | |||||||||||||
Aggregate proceeds | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||
Interest at the rate | 10% | 10% | 10% | 4% | 10% | 4% | 10% | |||||||||
Paid installment amount | $ 45 | $ 40,000 | ||||||||||||||
Accrued interest expense | $ 1,000 | 5,000 | ||||||||||||||
Interest expense | $ 45 | $ 90,000 | $ 372,000 | 349,000 | ||||||||||||
Other income | $ 125,000 | |||||||||||||||
Cash received from related party | 75,000 | |||||||||||||||
Cash received | $ 100,000 | 50,000 | ||||||||||||||
Notes associated | 275,000 | 305,000 | ||||||||||||||
Related parties notes | 122,000 | 126,000 | ||||||||||||||
Debt discount amortization | $ 0 | $ 0 | ||||||||||||||
Common Stock [Member] | ||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||
Price per share (in Dollars per share) | $ 1 | $ 1 | $ 1 | $ 1 | $ 0.5 | $ 0.5 | $ 1 | |||||||||
Notes payable [Member] | ||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||
Percentage of bear interest rate | 20% | |||||||||||||||
Price per share (in Dollars per share) | $ 1 | $ 1 | $ 1 | $ 1 | $ 0.5 | $ 1 | ||||||||||
Interest at the rate | 10% | |||||||||||||||
Cash received from related party | $ 50,000 | |||||||||||||||
PPP Loan [Member] | ||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||
Other income | $ 125,000 |
Debt (Details) - Schedule of de
Debt (Details) - Schedule of debt into its related components - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt (Details) - Schedule of debt into its related components [Line Items] | ||
Short-term debt related party | $ 1,547 | $ 1,177 |
Short-term debt other | 1,725 | 1,847 |
Advances [Member] | ||
Debt (Details) - Schedule of debt into its related components [Line Items] | ||
Short-term debt related party | 180 | 205 |
Short-term debt other | 50 | |
Note Payable [Member] | ||
Debt (Details) - Schedule of debt into its related components [Line Items] | ||
Short-term debt related party | 1,367 | 972 |
Short-term debt other | $ 1,725 | $ 1,797 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2012 | |
Stockholders' Deficit (Details) [Line Items] | ||||
Total unrecognized compensation expense | $ 4 | |||
Weighted average period | 3 months 18 days | |||
Accrued compensation | $ 560,000 | |||
Accrued long term deferred salary | $ 280,000 | |||
Common stock shares (in Shares) | 560,000 | |||
Common stock price per share (in Dollars per share) | $ 0.5 | |||
Shares received of common stock (in Shares) | 5 | |||
Common stock value | $ 63 | $ 63 | ||
Common stock purchase warrant description | the Company transferred from SGP to Andrea Goren the Common Stock Purchase Warrant numbers 19-01 and 20-2, respectively dated February 6, 2019, and August 11, 2020 (the “SGP Warrants”) to purchase Seven Hundred Thousand (700,000) and Two hundred Fifty Thousand (250,000) shares of Company common stock, respectively.There were no warrants issued by the company, but 15 warrants were exercised during the twelve-month ended December 31, 2022 | |||
Treasury Stock [Member] | ||||
Stockholders' Deficit (Details) [Line Items] | ||||
Common stock value | $ 325 | |||
Warrant [Member] | ||||
Stockholders' Deficit (Details) [Line Items] | ||||
Shares of Common Stock (in Shares) | 450 |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details) - Schedule of stock compensation plans information - Share-Based Payment Arrangement [Member] shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Stockholders' Deficit (Details) - Schedule of stock compensation plans information [Line Items] | |
Shares authorized for issuance | 1,750 |
Option vesting period | Immediate/Quarterly over 3 years |
Date adopted by shareholders | November 2011 |
Option term | 7 years |
Options outstanding | 1,297 |
Options exercisable | 1,227 |
Weighted average exercise price (in Dollars per share) | $ / shares | $ 0.59 |
Stockholders' Deficit (Detail_3
Stockholders' Deficit (Details) - Schedule of fair value calculations for the stock options granted | 12 Months Ended |
Dec. 31, 2020 | |
Schedule Of Fair Value Calculations For The Stock Options Granted Abstract | |
Risk free interest rate | 0.18% |
Expected life (years) | 6 years 4 months 24 days |
Expected volatility | 164% |
Expected dividends | 0% |
Estimated average forfeiture rate | 2.15% |
Stockholders' Deficit (Detail_4
Stockholders' Deficit (Details) - Schedule of allocation of stock-based compensation expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Deficit (Details) - Schedule of allocation of stock-based compensation expense [Line Items] | ||
Total stock-based compensation expense | $ 21 | $ 63 |
Director options and consultants [Member] | ||
Stockholders' Deficit (Details) - Schedule of allocation of stock-based compensation expense [Line Items] | ||
Total stock-based compensation expense | 7 | 18 |
Research and development [Member] | ||
Stockholders' Deficit (Details) - Schedule of allocation of stock-based compensation expense [Line Items] | ||
Total stock-based compensation expense | ||
General and administrative [Member] | ||
Stockholders' Deficit (Details) - Schedule of allocation of stock-based compensation expense [Line Items] | ||
Total stock-based compensation expense | $ 14 | $ 44 |
Stockholders' Deficit (Detail_5
Stockholders' Deficit (Details) - Schedule of warrants outstanding and exercisable - Option [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Deficit (Details) - Schedule of warrants outstanding and exercisable [Line Items] | ||
Shares, Outstanding at beginning (in Shares) | 1,309 | |
Weighted Average Exercise Price per share, outstanding at beginning | $ 0.84 | |
Aggregate Intrinsic Value, outstanding at beginning (in Dollars) | ||
Shares, Granted (in Shares) | ||
Weighted Average Exercise Price Per Share, Granted | ||
Aggregate Intrinsic Value, Granted (in Dollars) | ||
Shares, Forfeited or expired (in Shares) | 12 | |
Weighted Average Exercise Price Per Share, Forfeited or expired | ||
Aggregate Intrinsic Value, Forfeited or expired (in Dollars) | ||
Shares, Outstanding at ending (in Shares) | 1,297 | 1,309 |
Weighted Average Exercise Price per share, Outstanding at ending | $ 0.59 | $ 0.84 |
Aggregate Intrinsic Value, Outstanding at ending (in Dollars) | ||
Weighted Average Remaining Contractual Life (in years), Outstanding at ending | 2 years 7 months 17 days | |
Shares, Exercisable (in Shares) | 1,227 | |
Weighted Average Exercise Price per share, Exercisable | $ 0.59 | |
Aggregate Intrinsic Value, Exercisable (in Dollars) | ||
Weighted Average Remaining Contractual Life (in years), Exercisable | 2 years 6 months 3 days | |
Shares, Weighted average grant-date fair value of options granted during the period | $ 0.49 | |
Previously Reported [Member] | ||
Stockholders' Deficit (Details) - Schedule of warrants outstanding and exercisable [Line Items] | ||
Shares, Outstanding at beginning (in Shares) | 1,338 | 1,338 |
Weighted Average Exercise Price per share, outstanding at beginning | $ 0.87 | $ 0.87 |
Aggregate Intrinsic Value, outstanding at beginning (in Dollars) | $ 1,386 | $ 1,386 |
Shares, Granted (in Shares) | ||
Weighted Average Exercise Price Per Share, Granted | ||
Aggregate Intrinsic Value, Granted (in Dollars) | ||
Shares, Forfeited or expired (in Shares) | ||
Weighted Average Exercise Price Per Share, Forfeited or expired | ||
Aggregate Intrinsic Value, Forfeited or expired (in Dollars) | ||
Shares, Outstanding at ending (in Shares) | 1,338 | |
Weighted Average Exercise Price per share, Outstanding at ending | $ 0.87 | |
Aggregate Intrinsic Value, Outstanding at ending (in Dollars) | $ 1,386 | |
Weighted Average Remaining Contractual Life (in years), Outstanding at ending | 3 years 7 months 2 days | |
Shares, Exercisable (in Shares) | 1,165 | |
Weighted Average Exercise Price per share, Exercisable | $ 0.93 | |
Aggregate Intrinsic Value, Exercisable (in Dollars) | $ 1,143 | |
Weighted Average Remaining Contractual Life (in years), Exercisable | 3 years 3 months 18 days | |
Shares, Weighted average grant-date fair value of options granted during the period | $ 0.78 |
Stockholders' Deficit (Detail_6
Stockholders' Deficit (Details) - Schedule of significant ranges of outstanding and exercisable options shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | shares | 1,297 |
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | 2 years 7 months 17 days |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.59 |
Options Exercisable, Number Outstanding | shares | 1,227 |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.59 |
$0.01 – $0.50 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | shares | 910 |
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | 2 years 7 months 20 days |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.5 |
Options Exercisable, Number Outstanding | shares | 840 |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.5 |
$0.51 – $1.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | shares | 386 |
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | 2 years 7 months 9 days |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.78 |
Options Exercisable, Number Outstanding | shares | 386 |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.78 |
$1.01 – $625.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | shares | 1 |
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | 0 years |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 10 |
Options Exercisable, Number Outstanding | shares | 1 |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 10 |
Stockholders' Deficit (Detail_7
Stockholders' Deficit (Details) - Schedule of the company's non-vested shares shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Schedule of the companys non vested shares [Abstract] | |
Shares, Non-vested at beginning (in Shares) | shares | 167 |
Weighted Average Grant-Date Fair Value, Shares | $ 0.5 |
Weighted Average Grant-Date Fair Value, Granted | |
Shares, Canceled/Forfeited (in Shares) | shares | 12 |
Weighted Average Grant-Date Fair Value, Canceled/Forfeited | $ 27.71 |
Shares, Vested (in Shares) | shares | (109) |
Weighted Average Grant-Date Fair Value, Vested | $ 0.5 |
Shares, Non-vested at ending (in Shares) | shares | 70 |
Weighted Average Grant-Date Fair Value, Non-vested at ending | $ 0.5 |
Stockholders' Deficit (Detail_8
Stockholders' Deficit (Details) - Schedule of warrant activity - Warrant [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Deficit (Details) - Schedule of warrant activity [Line Items] | ||
Shares Outstanding at beginning of period | 1,450 | |
Weighted Average Exercise Price Per Share, Outstanding at beginning of period | $ 0.5 | |
Shares, Exercisable at end of period | 450 | |
Weighted Average Exercise Price Per Share, Exercisable at end of period | $ 0.5 | |
Shares, Issued | ||
Weighted Average Exercise Price Per Share, Issued | ||
Shares, Exercised | (15) | |
Weighted Average Exercise Price Per Share, Exercised | $ 0.5 | |
Shares, Expired | (985) | |
Weighted Average Exercise Price Per Share, Expired | $ 0.5 | |
Shares, Outstanding at end of period | 450 | 1,450 |
Weighted Average Exercise Price Per Share, Outstanding at end of period | $ 0.5 | $ 0.5 |
Previously Reported [Member] | ||
Stockholders' Deficit (Details) - Schedule of warrant activity [Line Items] | ||
Shares Outstanding at beginning of period | 3,001 | 2,536 |
Weighted Average Exercise Price Per Share, Outstanding at beginning of period | $ 1.37 | $ 1.52 |
Shares, Exercisable at end of period | 3,001 | |
Weighted Average Exercise Price Per Share, Exercisable at end of period | $ 1.37 | |
Shares, Issued | 465 | |
Weighted Average Exercise Price Per Share, Issued | $ 0.5 | |
Shares, Exercised | ||
Weighted Average Exercise Price Per Share, Exercised | ||
Shares, Expired | ||
Weighted Average Exercise Price Per Share, Expired | ||
Shares, Outstanding at end of period | 3,001 | |
Weighted Average Exercise Price Per Share, Outstanding at end of period | $ 1.37 |
Stockholders' Deficit (Detail_9
Stockholders' Deficit (Details) - Schedule of warrants outstanding and exercisable shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Stockholders' Deficit (Details) - Schedule of warrants outstanding and exercisable [Line Items] | |
Number of Shares Outstanding and Exercisable | shares | 450 |
Weighted Average Remaining Life (in years) | 7 months 20 days |
Weighted Average Exercise Price per share | $ / shares | $ 0.5 |
Warrants Group One [Member] | |
Stockholders' Deficit (Details) - Schedule of warrants outstanding and exercisable [Line Items] | |
Number of Shares Outstanding and Exercisable | shares | 15 |
Weighted Average Remaining Life (in years) | 29 days |
Weighted Average Exercise Price per share | $ / shares | $ 0.5 |
Warrants Group Two [Member] | |
Stockholders' Deficit (Details) - Schedule of warrants outstanding and exercisable [Line Items] | |
Number of Shares Outstanding and Exercisable | shares | 435 |
Weighted Average Remaining Life (in years) | 7 months 13 days |
Weighted Average Exercise Price per share | $ / shares | $ 0.5 |
Related party (Details)
Related party (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Nov. 30, 2022 | Apr. 20, 2022 | Sep. 30, 2021 | Aug. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2022 | Jun. 30, 2022 | Feb. 28, 2021 | |
Related party (Details) [Line Items] | ||||||||||||||
Beneficial owner percentage | 16.90% | |||||||||||||
Cash | $ 25 | $ 68 | ||||||||||||
Advance fee percentage | 5% | 5% | 5% | 5% | 5% | 5% | ||||||||
Accrued advances fees | $ 6 | $ 1 | $ 3 | |||||||||||
Accounts receivable advances repaid | $ 49 | $ 64 | $ 66 | |||||||||||
Accrued fees percentage | 5% | 5% | ||||||||||||
Accrued compensation | 21 | $ 63 | ||||||||||||
Accrued Long-term deferred salary | $ 280 | 758 | 653 | |||||||||||
Common stock shares (in Shares) | 560,000 | |||||||||||||
Cash received | $ 50 | $ 36 | $ 10 | $ 50 | ||||||||||
Interest expense per share (in Dollars per share) | $ 0.5 | |||||||||||||
Interest expense | $ 4 | |||||||||||||
Aggregate proceeds | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||
Conversion price (in Dollars per share) | $ 1 | $ 1 | $ 1 | |||||||||||
Interest rate | 10% | 10% | 4% | 10% | 10% | 4% | ||||||||
Price per share (in Dollars per share) | $ 0.5 | |||||||||||||
Other investors | $ 154 | $ 179 | $ 45 | |||||||||||
Interest rate | 10% | |||||||||||||
Common Stock [Member] | ||||||||||||||
Related party (Details) [Line Items] | ||||||||||||||
Price per share (in Dollars per share) | $ 1 | $ 1 | $ 0.5 | $ 1 | $ 1 | $ 0.5 | ||||||||
Unsecured notes price per share (in Dollars per share) | $ 1 | $ 1 | ||||||||||||
Price per share (in Dollars per share) | $ 1 | |||||||||||||
Related Party [Member] | ||||||||||||||
Related party (Details) [Line Items] | ||||||||||||||
Accrued advances fees | $ 4 | |||||||||||||
Accrued fees percentage | 5% | |||||||||||||
Accrued compensation | $ 560 | |||||||||||||
Unsecured convertible notes | $ 35 | $ 70 | $ 35 | |||||||||||
Other investors | $ 37 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) m² | Dec. 31, 2021 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Office space (in Square Meters) | m² | 120 | |
Office rent expense | $ | $ 32 | $ 37 |
Income taxes (Details)
Income taxes (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal net operating loss carry-forward | $ 53,370 |
State net operating loss carry-forward | $ 38,189 |
State net operating loss carryforwards expiration year | 2028 years |
Income taxes (Details) - Schedu
Income taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carry-forwards | $ 13,875 | $ 13,780 |
Accruals and reserves | 109 | 333 |
Deferred revenue | 52 | 57 |
Intangibles | 58 | 130 |
Other, net | 62 | 198 |
Fixed assets | ||
Gross tax assets | 14,156 | 14,498 |
Valuation allowance | (14,156) | (14,498) |
Realizable deferred tax asset |
Income taxes (Details) - Sche_2
Income taxes (Details) - Schedule of net deferred tax assets and liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Net Deferred Tax Assets And Liabilities [Abstract] | ||
Income tax benefit at the federal statutory rate | $ (71) | $ (102) |
State income tax benefit | (23) | (33) |
NOL expiration | 400 | 2,703 |
Prior year true-ups | 49 | |
Permanent items and other | ||
Tax cuts and Jobs Act Rate Change | 36 | 9 |
Change in valuation allowance | (342) | (2,625) |
Income tax expense | $ 0 | $ 1 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 1 Months Ended |
Mar. 31, 2023 USD ($) | |
Subsequent Events (Details) [Line Items] | |
Cash advance | $ 52 |
Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Advance fee percentage | 2% |