10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2018

OR

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     

Commission File Number: 000-19301

iSign Solutions Inc.

(Exact name of registrant as specified in its charter)

Delaware	94-2790442
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

2033 Gateway Place, Suite 659, San Jose, CA 95110

(Address of principal executive offices) (Zip Code)

(650) 802-7888

Registrant’s telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ large accelerated filer ☐  accelerated filer ☐  non-accelerated filer ☒ Smaller reporting Company ☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Section 12b-2 of the exchange Act) Yes ☐  No ☒  

Number of shares outstanding of the issuer’s Common Stock, as of August 14, 2018: 5,761,980

INDEX

		Page No.
PART I.  FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets at June 30, 2018 (unaudited) and December 31, 2017	1
	Condensed Consolidated Statements of Operations for the Three and Six-Month Periods Ended June 30, 2018 and 2017 (unaudited)	2
	Condensed Consolidated Statements of Cash Flows for the Six-Month Periods Ended June 30, 2018 (unaudited) and 2017	3
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II.  OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sale of Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
	(a) Exhibits	19
Signatures		23

PART I–FINANCIAL INFORMATION

Item 1. Financial Statements

iSign Solutions Inc.

Condensed Consolidated Balance Sheets

 (In thousands, except par value amounts)

	June 30,			December 31,
	2018			2017
	Unaudited
Assets
Current assets:
Cash and cash equivalents	$	110		$	285
Accounts receivable, net of allowance of $2 at June 30, 2018 and $1 at December 31, 2017, respectively		62			45
Prepaid expenses and other current assets		6			28
Total current assets		178			358
Property and equipment, net		2			13
Other assets		5			17
Total assets	$	185		$	388
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	1,300		$	1,289
Short-term debt		1,586			1,458
Accrued compensation		148			201
Other accrued liabilities		964			740
Deferred revenue		425			310
Short-term capital lease		-			4
Total current liabilities		4,423			4,002
Deferred revenue long-term		106			175
Long-term capital lease		-			6
Other long-term liabilities		-			7
Total liabilities		4,529			4,190
Commitments and contingencies
Stockholders’ equity (deficit):
Common stock, $0.01 par value; 2,000,000 shares authorized; 5,760 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively		58			58
Treasury shares, 5 at June 30, 2018 and December 31, 2017, respectively		(325	)		(325	)
Additional paid in capital		129,102			129,027
Accumulated deficit		(133,179	)		(132,562	)
Total stockholders’ deficit		(4,344	)		(3,802	)
Total liabilities and stockholders’ deficit	$	185		$	388

See accompanying notes to these Condensed Consolidated Financial Statements

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iSign Solutions Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2018			2017			2018			2017
Revenue:
Product	$	34		$	45		$	73		$	92
Maintenance		192			170			367			333
Total revenue		226			215			440			425
Operating costs and expenses:
Cost of sales:
Product		2			4			5			7
Maintenance		11			24			19			69
Research and development		238			301			466			585
Sales and marketing		42			49			61			108
General and administrative		153			290			328			678
Total operating costs and expenses		446			668			879			1,447
Loss from operations		(220	)		(453	)		(439	)		(1,022	)
Other income (expense), net		(44	)		74			(44	)		73
Interest expense:
Related party		(8	)		(6	)		(16	)		(12	)
Other		(34	)		(15	)		(64	)		(30	)
Amortization of debt discount:
Related party		(8	)		(7	)		(14	)		(14	)
Other		(20	)		(17	)		(38	)		(34	)
Gain on sale of intangible assets		-			239			-			239
Loss before income tax expense		(334	)		(185	)		(615	)		(800	)
Income tax expense		-			-			(2	)		-
Net loss	$	(334	)	$	(185	)	$	(617	)	$	(800	)
Basic and diluted net loss per common share	$	(0.06	)	$	(0.03	)	$	(0.11	)	$	(0.14	)
Weighted average common shares outstanding, basic and diluted		5,762			5,762			5,762			5,762

See accompanying notes to these Condensed Consolidated Financial Statements

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iSign Solutions Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited 2017)

(In thousands)

	Six Months Ended June 30,
	2018			2017
Cash flows from operating activities:
Net loss	$	(617	)	$	(800	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		4			169
Debt discount amortization		52			48
Loss on disposal of fixed assets		8			-
Stock-based compensation		74			56
Gain on sale of intangible assets		-			(239	)
Changes in operating assets and liabilities:
Accounts receivable, net		(17	)		(46	)
Prepaid expenses and other assets		22			32
Accounts payable		11			(52	)
Accrued compensation		(53	)		(2	)
Other accrued and long-term liabilities		220			47
Deferred revenue		46			(25	)
Net cash used in operating  activities		(250	)		(812	)
Cash flows from investing activities:
Acquisition of property and equipment		-			(2	)
Net cash used in investing  activities		-			(2	)
Cash flows from financing activities:
Proceeds from the issuance of short-term debt		115			-
Payments on short-term debt		(40	)		-
Proceeds from the issuance of long-term debt		-			505
Proceeds from the sale of intangible assets, net		-			239
Net cash provided by financing activities		75			744
Net decrease in cash and cash equivalents		(175	)		(70	)
Cash and cash equivalents at beginning of period		285			389
Cash and cash equivalents at end of period	$	110		$	319

See accompanying notes to these Condensed Consolidated Financial Statements

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iSign Solutions Inc.

Condensed Consolidated Statements of Cash Flows (Continued)

(Unaudited)

(In thousands)

	Six Months Ended June 30,
	2018		2017
Supplementary disclosure of cash flow information
Interest paid	$	2	$	8
Income taxes paid	$	2	$	-
Non-cash financing and investing transactions:
Exchange of long-term unsecured convertible promissory notes for long-term unsecured convertible promissory notes	$	-	$	250
Exchange of long-term unsecured convertible promissory notes for long-term secured convertible promissory notes	$	-	$	200
Original issue discount on secured convertible promissory notes	$	8	$	-

See accompanying notes to these Condensed Consolidated Financial Statements

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iSign Solutions Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except per share amounts)

1. Nature of Business and Summary of Significant Accounting Policies

Nature of Business

iSign Solutions Inc. and its subsidiary is a leading supplier of digital transaction management (DTM) software enabling the paperless, secure and cost-effective management and authentication of document-based transactions. iSign’s solutions encompass a wide array of functionality and services, including electronic signatures, simple-to-complex workflow management and various options for biometric authentication. 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. iSign’s platform can be deployed both on premise and as a cloud-based (“SaaS”) service, with the ability to easily transition between deployment models. The Company is headquartered in San Jose, California. The Company’s products include SignatureOne® Ceremony® Server, the iSign® suite of products and services, including iSign® Enterprise, iSign® Console™, and Sign-it® programs.

Basis of Presentation

The financial information contained herein should be read in conjunction with the Company’s consolidated audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2017.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements included in this quarterly report reflect all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of its financial position at the dates presented and the Company’s results of operations and cash flows for the periods presented. The Company’s interim results are not necessarily indicative of the results to be expected for the entire year.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant cumulative losses since its inception and, at June 30, 2018, the Company’s accumulated deficit was $133,179. The Company has primarily met its working capital needs through the sale of debt and equity securities. As of June 30, 2018, the Company’s cash balance was $110. 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 unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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iSign Solutions Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except per share amounts)

1. Nature of Business and Summary of Significant Accounting Policies (continued)

Recently Adopted Accounting Pronouncements

ASC Topic 606, “Revenue from Contracts with Customers”

On January 1, 2018, the Company adopted Accounting Standard Codification No. 606, Revenue from Contracts with Customers (“Topic 606”), using the modified retrospective method. There were no open contracts which were not completed as of January 1, 2018, except for maintenance and support contracts. Results for the reporting period beginning January 1, 2018 are presented under Topic 606, while prior period amounts are not restated, and continue to be reported in accordance with the Company’s historic accounting under ASC 605, Revenue Recognition (“Topic 605”).

Under Topic 606, the Company will recognize a contract asset for satisfied performance obligations that do not provide the Company with an unconditional right to consideration, which was restricted under the previous standard.

Revenue Recognition

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.

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iSign Solutions Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except per share amounts)

1. Nature of Business and Summary of Significant Accounting Policies (continued)

Recently Adopted Accounting Pronouncements (continued)

ASC Topic 606, “Revenue from Contracts with Customers” (continued)

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 three and six-month periods ended June 30, 2018, the Company recognized $90 and $266 of revenue that was included in deferred revenue at the beginning of the period.

Contract assets exist when the Company has satisfied a performance obligation but does not have an unconditional right to consideration (e.g., because the entity first must satisfy another performance obligation in the contract before it is entitled to invoice the customer).

The Company transfers all of its goods and services electronically with the associated costs recorded in cost of sales in the Company’s Condensed Consolidated Statements of Operations.

Software. Revenue from the sale of software products is recognized when the control is transferred. For most of the Company’s software product sales, the control is transferred at the time the product is electronically transferred because the customer has significant risks and rewards of ownership of the asset and the Company has a present right to payment at that time.

Statement of Work (SOW). Revenue from SOW (engineering services) is recognized upon completion, transfer and satisfaction of the performance obligations identified with in the contract by the customer.

Transactional revenue. For transactional type contracts, the Company’s performance obligations are met upon transfer of the software master to the customer. Revenue from transactional customers is recognized as the customer reports the number of units (signatures) rendered over the specified reporting period, generally three months.

Recurring Product revenue. The company has revenue contracts that allow the customer to utilize the Company’s signature software on an annual basis. Maintenance and support costs are included in the annual price to the customer. The customer has the right to renew or cancel the contract on an annual basis. Recurring revenue is recognized on a straight line basis over the contract period, generally one year.

Maintenance and support. Maintenance and support services are satisfied ratably over time as the customer simultaneously receives and consumes the benefits of the services. As a result, support and maintenance revenue is recognized on a straight line basis over the period of the contract.

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iSign Solutions Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except per share amounts)

1. Nature of Business and Summary of Significant Accounting Policies (continued)

Recently Adopted Accounting Pronouncements (continued)

ASC Topic 606, “Revenue from Contracts with Customers” (continued)

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.

There was no adjustment to the opening balance of accumulated deficit as of January 1, 2018 from adopting Topic 606.

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.

Accounting Changes and Recent Accounting Pronouncements

Accounting Standards Update (“ASU”) No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in ASU 2018-2 allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. The Board decided that the amendments in this Update should be effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Due to the Company’s net operating losses, implementation of ASU 2018-2 would not be expected to have a material impact on the Company’s financial position, results of operations and cash flows.

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iSign Solutions Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except per share amounts)

1. Nature of Business and Summary of Significant Accounting Policies (continued)

Accounting Changes and Recent Accounting Pronouncements (continued)

Accounting Standards Update No. 2018-03, Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2018-03 retained the current framework for accounting for financial instruments in generally accepted accounting principles (GAAP) but makes targeted improvements to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. For public business entities the amendments in this Update are effective for fiscal years beginning after December 15, 2017. The Company is currently evaluating the impact of ASU 2018-3 on the Company’s financial position, results of operations and cash flows.

Accounting Standards Update No. 2018-05, Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. ASU 2018-05 covers income Tax accounting implications of the Tax Cuts and Jobs Act for instance, ASU 2018-05 introduces changes that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits. The Act will also have international tax consequences for many companies that operate internationally. The Company is currently evaluating the impact of ASU 2018-05 on the Company’s financial position, results of operations and cash flows.

Other Accounting Standards Updates issued in 2018 are not applicable to the Company, therefore implementation would not be expected to have a material impact on the Company’s financial position, results of operations and cash flows.

2. Concentrations

The following table summarizes accounts receivable and revenue concentrations:

	Accounts Receivable as of June 30,						Total Revenue for the three months ended June 30,						Total Revenue for the six months ended June 30,
	2018			2017			2018			2017			2018			2017
Customer #1		77	%		23	%		11	%		10	%		11	%		10	%
Customer #2		-			67	%		-			-			-			-
Customer #3		-			-			10	%		15	%		12	%		15	%
Customer #4		-			-			25	%		16	%		23	%		16	%
Customer #5		-			-			16	%		16	%		16	%		16	%
Customer #6		15	%		-			-			-			-			-
Customer #7		-			-			-			-			10	%		-
Total concentration		92	%		90	%		62	%		57	%		72	%		57	%

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iSign Solutions Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except per share amounts)

3. Intangible assets

The Company performs an intangible asset impairment analysis 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.

There was no amortization of intangible asset costs for the three and six months ended June 30, 2018. Amortization of intangible assets costs was $81 and $162 for the three and six-month periods ended June 30, 2017.

4. Net Loss per Share

The Company calculates basic net loss per share based on the weighted average number of shares outstanding, and when applicable, diluted net income per share, which is based on the weighted average number of shares and potential dilutive shares outstanding.

The following table lists shares and warrants that were excluded from the calculation of diluted earnings per share as the inclusion of shares from the assumed exercise of such options and warrants would be anti-dilutive:

	For the Three Months Ended				For the Six Months Ended
	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
Stock options		726		573		726		573
Warrants		1,839		1,878		1,839		1,878

5. Debt

Advances:

During the six months ended June 30, 2018, the Company received from investors advances aggregating $115 in cash against certain accounts receivable of the Company. Upon collection of an invoice, the Company committed to repay the advance to the lenders on a pro rata basis together with a 5% advance fee. Upon collecting certain receivables, $40 of the advances were repaid in May 2018, along with $2 in advance fees. The advance fees were recorded as interest expense in the three and six-months ended June 30, 2018.

Notes payable:

In November 2016, the Company issued long-term unsecured convertible promissory notes to investors and affiliates of the Company aggregating $700 in cash. The Company also issued the same long-term notes to affiliates in exchange for an aggregate of $200 in demand notes that had been issued earlier in September and October of 2016. The long-term notes are mandatorily convertible into Common Stock at a conversion rate of the lesser of $0.50 per share (initially, $1.30 per share and subsequently reduced in connection with the May 2017 financing described below) or the price per share of Common Stock, upon closing a new debt and or equity financing of at least $1,000 in aggregate proceeds. The notes bear interest at the rate of 6% per annum and are due December 31, 2018. The Company issued warrants to purchase 277 shares of Common Stock in connection with these long-term notes. The Company ascribed a value of $204 to the 277 warrants and recorded a discount to the long-term notes and a corresponding amount to additional paid-in capital. The discount is being amortized using the effective interest method over the term of the notes.

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iSign Solutions Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except per share amounts)

5. Debt (continued)

Notes payable (continued):

In May 2017, the Company issued secured convertible promissory notes to investors and affiliates of the Company aggregating $505 in cash. In addition, certain investors and affiliates of the Company that had taken part in the November 2016 financing discussed above, and that also participated in the May 2017 financing, exchanged $450 of unsecured convertible promissory notes received in the November 2016 financing for $250 in secured notes with the same terms as the secured notes issued in the May 2017 financing and $200 in unsecured notes with the same terms as the November 2016 financing discussed above. The secured notes are mandatorily convertible into Common Stock at a conversion rate of the lesser of $0.50 per share or the price per share of Common Stock, upon closing a new financing of at least $1,000 in aggregate proceeds. The secured notes bear interest at the rate of 10% per annum, are due December 31, 2018 and are secured by an interest in all the Company’s rights, title and interest in, to and under its intellectual property. Should the secured notes remain outstanding following the maturity date an additional 30% of the note’s principal amount shall become due and payable.

In December 2017, the Company issued additional secured convertible promissory notes to investors and affiliates of the Company aggregating $150 in cash. The secured notes have substantially the same terms as the secured notes issued in the May 2017 financing.

The Company used the funds received from the above financing for working capital and general corporate purposes.

During the three and six months ended June 30, 2018, the Company accrued $42 and $80 of interest expense, of which $8 and $16 was to related parties and $34 and $64 was to other investors. During the three and six months ended June 30, 2017, the Company accrued $21 and $42 of interest expense, of which $6 and $12 was to related parties and $15 and $30 was to other investors.

The Company recorded $28 and $52 in debt discount amortization for the three and six months ended June 30, 2018. The Company recorded $24 and $48 in debt discount amortization for the three and six months ended June 30, 2017.

6. Stockholders’ Equity (Deficit)

Stock-based compensation expense is based on the estimated grant date fair value of the portion of stock-based payment awards that are ultimately expected to vest during the period. The grant date fair value of stock-based awards to employees and directors is calculated using the Black-Scholes-Merton valuation model.

Forfeitures of stock-based payment awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The estimated average forfeiture rate for the three months ended June 30, 2018 and 2017, was approximately 5.91% and 10.55%, respectively, based on historical data.

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 using the accrual method over the vesting period of the options.

There were no stock options granted, and no stock options exercised during the three and six months ended June 30, 2018.

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iSign Solutions Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except per share amounts)

6. Stockholders’ Equity (Deficit) (continued)

Valuation and Expense Information (continued):

The following table summarizes the allocation of stock-based compensation expense related to stock option grants for the three and six months ended June 30:

	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Research and development	$	23	$	12	$	54	$	20
General and administrative	$	1	$	10	$	13	$	20
Director and consultant options	$	2	$	13	$	7	$	16
Total stock-based compensation expense	$	26	$	35	$	74	$	56

A summary of option activity under the Company’s plans for the six months ended June 30, 2018 and 2017 is as follows:

	2018								2017
Options	Shares			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value	Shares		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at January 1,		736		$	3.65			$		71	$	45.21			$	-
Granted		-		$				$		502	$	0.50			$	-
Forfeited or expired		(10	)	$	79.80			$		-	$	-			$	-
Outstanding at June 30		726		$	2.56		5.94	$		573	$	6.07		6.34	$	-
Vested and expected to vest at June 30		696		$	2.69		5.93	$		520	$	6.61		6.29	$	-
Exercisable at June 30		213		$	7.50		5.32	$		64	$	47.31		2.45	$	-

The following table summarizes significant ranges of outstanding and exercisable options as of June 30, 2018:

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number Outstanding		Weighted Average Remaining Contractual Term (in years)		Weighted Average Exercise Price per share		Number Outstanding		Weighted Average Exercise Price per Share
$0.01 – $0.50		685		6.17	$	0.50		172	$	0.50
$0.511 –$625.00		41		2.17	$	36.97		41	$	37.06
Total		726		5.94	$	2.56		213	$	7.50

- 12 -

iSign Solutions Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In thousands, except per share amounts)

6. Stockholders’ Equity (Deficit) (continued)

Valuation and Expense Information (continued):

A summary of the status of the Company’s non-vested shares as of June 30, 2018 is as follows:

Non-vested Shares	Shares			Weighted Average Grant-Date Fair Value  per Share
Non-vested at January 1, 2018		641		$	0.57
Vested		(128	)	$	1.00
Non-vested at June 30, 2018		513		$	0.51

As of June 30, 2018, there was a total of $79 of unrecognized compensation expense related to non-vested stock-based compensation arrangements granted under the plans. The unrecognized compensation expense is expected to be realized over a weighted average period of 1.6 years.

Warrants

A summary of the warrant activity for the six months ended June 30 is as follows:

	2018					2017
	Shares			Weighted Average Exercise Price Per Share		Shares			Weighted Average Exercise Price Per Share
Outstanding at beginning of period		1,878		$	2.46		1,882		$	2.52
Issued		-		$	-		-		$	-
Expired		(39	)	$	15.63		(4	)	$	34.38
Outstanding at end of period		1,839		$	1.58		1,878		$	1.53
Exercisable at end of period		1,839		$	1.58		1,878		$	1.53

A summary of the status of the warrants outstanding and exercisable as of June 30, 2018 is as follows:

Number of Warrants		Weighted Average Remaining Life (years)		Weighted Average Exercise Price per Share
	11		0.01	$	0.09
	1,551		2.93	$	1.83
	277		1.28	$	0.24
	1,839		2.66	$	1.58

7. Subsequent event

In July 2018, upon the recommendation of a special committee of independent directors, the Company’s Board of Directors approved the issuance of up to $342 in secured convertible promissory notes to investors and affiliates of the Company. On August 1, 2018, the Company issued additional secured convertible promissory notes to investors and affiliates of the Company aggregating $341. This amount includes $205 in cash, $79 in exchange for the full amount due under the remaining accounts receivable advances discussed in Note 5 above, and a twenty percent (20%) original issue discount of $57. The secured notes have substantially the same terms as the May and December 2017 financing round. The secured notes are mandatorily convertible into Common Stock at a conversion rate of the lesser of $0.50 per share or the price per share of Common Stock, upon closing a new financing of at least $1,000 in aggregate proceeds. The secured notes bear interest at the rate of 10% per annum, are due December 31, 2018 and are secured by an interest in all the Company’s rights, title and interest in, to and under its intellectual property. Should the secured notes remain outstanding following the maturity date an additional 30% of the note’s principal amount shall become due and payable.

- 13 -

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

Forward Looking Statements

Certain statements contained in this quarterly report on Form 10-Q, including, without limitation, statements containing the words “believes”, “anticipates”, “hopes”, “intends”, “expects”, and other words of similar import, constitute “forward looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors which may cause actual events to differ materially from expectations. Such factors include those set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, including the following:

● Technological, engineering, manufacturing, quality control or other circumstances that could delay the sale or shipment of products;

● Economic, business, market and competitive conditions in the software industry and technological innovations that could affect the Company’s business;

● The Company’s inability to protect its trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others from infringing on the proprietary rights of the Company; and

● General economic and business conditions and the availability of sufficient financing.

Except as otherwise required by applicable laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, as a result of new information, future events or otherwise.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and notes thereto included in Part 1, Item 1 of this quarterly report on Form 10-Q and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in the Company’s Annual report on Form 10-K for the fiscal year ended December 31, 2017.

Overview

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. iSign’s platform can be deployed both on-premise and as a cloud-based service, with the ability to easily transition between deployment models.

The Company was incorporated in Delaware in October 1986. Except for the year ended December 31, 2004, in each year since its inception the Company has incurred losses. For the two-year period ended December 31, 2017, net losses aggregated approximately $7,004, and, at June 30, 2018, the Company’s accumulated deficit was approximately $133,179.

For the three months ended June 30, 2018, total revenue was $226, an increase of $11, or 5%, compared to total revenue of $215 in the prior year period. For the six months ended June 30, 2018, total revenue was $440, an increase of $15, or 4%, compared to total revenue of $425 in the prior year period. The increases in revenue for the three and six months ended June 30, 2018 is due primarily to an increase in maintenance revenues compared to the prior year periods.

The net loss for the three months ended June 30, 2018 was $334, an increase of $149, or 81%, compared to a net loss of $185 in the prior year period. The $233 decrease in the loss from operations was offset by the absence of a $239 gain on the sale of intangible assets and other expense of $44 compared to income of $74 in the prior year period. For the six months ended June 30, 2018 the net loss was $617, a decrease of $183, or 23%, compared to a net loss of $800 in the prior year period. The decrease in the loss from operations of $583 for the six months ended June 30, 2018 was offset by the factors discussed for the three month period above.

- 14 -

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

During the three months ended June 30, 2018, the Company received from investors advances aggregating $115 in cash against certain accounts receivable of the Company. Upon collection of an invoice, the Company committed to repay the advance to the lenders on a pro rata basis together with a 5% advance fee. Upon collecting certain receivables, $40 of the advances were repaid in May 2018, along with $2 in advance fees. The advance fees were recorded as interest expense in the three and six-months ended June 30, 2018.

Critical Accounting Policies and Estimates

Refer to Item 7, “Management Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s 2017 Form 10-K.

Effect of Recent Accounting Pronouncement

Accounting Standards Updates issued in 2018 are being evaluated by the Company, however, implementation is not expected to have a material impact on the Company’s financial position, results of operations and cash flows.

Results of Operations

Revenue

For the three months ended June 30, 2018, product revenue was $34, a decrease of $11, or 24%, compared to product revenue of $45 in the prior year period. The decrease in revenue is primarily attributable to timing of orders received. For the three months ended June 30, 2018, maintenance revenue was $192, an increase of $22, or 13%, compared to maintenance revenue of $170 in the prior year period. This increase is primarily due to an increase in license fees in the fourth calendar quarter of 2017.

For the six months ended June 30, 2018, product revenue was $73, a decrease of $19, or 21%, compared to product revenue of $92 in the prior year period. The decrease in product revenue is primarily due to the same factors for the three-month period discussed above. For the six months ended June 30, 2018, maintenance revenue was $367, an increase of $34, or 10%, compared to maintenance revenue of $333 in the prior year period. The increase in maintenance revenue is primarily due to the factors discussed for the three-month period above.

Cost of Sales

For the three months ended June 30, 2018, cost of sales was $13, a decrease of $15, or 54%, compared to cost of sales of $28 in the prior year period. The decrease in cost of sales was due to a decrease in direct labor related to transactional and maintenance revenue generating contracts during the three months ended June 30, 2018, compared to the prior year period.

For the six months ended June 30, 2018, cost of sales was $24, a decrease of $52, or 68%, compared to cost of sales of $76 in the prior year period. The decrease in cost of sales was due to a decrease in direct labor related to transactional and maintenance revenue generating contracts, compared to the prior year period.

Operating expenses

Research and Development Expenses

For the three months ended June 30, 2018, research and development expense was $238, a decrease of $63, or 21%, compared to research and development expense of $301 in the prior year period. Research and development expenses consist primarily of salaries and related costs, outside engineering, maintenance items, and allocated facilities expenses. The most significant factor in the $63 decrease was a $118, or 43%, decrease in total salaries and benefits due to the reduction of one engineer in the fourth quarter of the prior year. Other general expenses increased $23, or 30%, compared to the prior year. The reductions in salary and related expenses were offset by an unfavorable variance of $32 in allocated labor costs. Total expenses, before allocations for the three months ended June 30, 2018, were $254, a decrease of $94, or 27%, compared to $348 in the prior year period. The decrease in gross expenses is primarily due to planned cost reductions put in place during the prior year.

- 15 -

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

For the six months ended June 30, 2018, research and development expense was $466, a decrease of $119, or 20%, compared to research and development expense of $585 in the prior year period. The reasons for the decrease during the six-month period ended June 30, 2018 are the same as for the three-month period discussed above. Total expenses, before allocations to cost of sales, for the six months ended June 30, 2018, were $501, a decrease of $188, or 27%, compared to $689 in the prior year period.

Sales and Marketing Expense

For the three months ended June 30, 2018, sales and marketing expense was $42, a decrease of $7, or 14%, compared to sales and marketing expense of $49 in the prior year period. For the six months ended June 30, 2018, sales and marketing expense was $61, a decrease of $47, or 44%, compared to sales and marketing expense of $108 in the prior year period. These decreases were primarily attributable to reductions in professional services and allocated expenses. These reductions were offset by an increase in commission expense compared to the prior year.

General and Administrative Expense

For the three months ended June 30, 2018, general and administrative expense was $153, a decrease of $137, or 47%, compared to general and administrative expense of $290 in the prior year period. The decrease was primarily due to decreases in salaries and certain related expense of $33, or 52%. Other general administrative expenses decreased $104, or 46%, compared to the prior year period.

For the six months ended June 30, 2018, general and administrative expense was $328, a decrease of $350, or 52%, compared to general and administrative expense of $678 in the prior year period. The decrease was primarily due to the same factors discussed for the three-month period ended June 30, 2018.

Other Income and Expense

For the three and six months ended June 30, 2018, other expense was $44, respectively, an increase of $118 and $117, respectively, compared to other income of $74 and $73 for the three and six months ended June 30, 2017, respectively. The increases in expense is due to a $35 termination fee related to the early cancelation of an office lease and $9 from the disposal of certain fixed assets compared to the income in prior year.

For the three months ended June 30, 2018, interest expense was $42, an increase of $21, or 100% compared to interest expense of $21 in the prior year period. For the six months ended June 30, 2018, interest expense was $80, an increase of $38, or 90%, compared to interest expense of $42 in the prior year period. The increase in interest expense is primarily due to the increase in the amount of debt outstanding for the six months ended June 30, 2018 compared to the of the prior year period.

Amortization of debt discount was $28 and $52 for the three and six month periods ended June 30, 2018 compared to $24 and $48 in the same periods of the prior year, respectively.

For the six-months ended June 30, 2017, the Company recorded a gain on sale of the source code and rights to one of the Company’s older toolkit software products, net of related costs, of $239. There was no like gain during the three and six months ended June 30, 2018.

Liquidity and Capital Resources

At June 30, 2018, cash and cash equivalents totaled $110, compared to cash and cash equivalents of $285 at December 31, 2017. The decrease in cash was primarily due to net cash used in operating activities of $250. The use of cash was partially offset by the proceeds from the issuance of $115 in short-term debt offset by the payment of short-term debt of $40 during the six-month period ended June 30, 2018. At June 30, 2018, total current assets were $178, compared to total current assets of $358 at December 31, 2017. At June 30, 2018, the Company's principal sources of funds included its aggregated cash and cash equivalents of $110.

- 16 -

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

At June 30, 2018, accounts receivable net, was $62, an increase of $17 or 38%, compared to accounts receivable net of $45 at December 31, 2017. The increase is due primarily to the timing of billings during the three months ended June 30, 2018.

At June 30, 2018, prepaid expenses and other current assets were $6, a decrease of $22, or 79%, compared to prepaid expenses and other current assets of $28 at December 31, 2017. The decrease is due primarily to the expensing of prepaid insurance premiums and minimizing the dollar amount of new prepaid expenses incurred during the six-month period. At June 30, 2018, total current liabilities were $4,423, an increase of $421, or 11%, compared to total current liabilities of $4,002 at December 31, 2017. At June 30, 2018, accounts payable was $1,300, an increase of $11, or 1%, compared to accounts payable of $1,289 at December 31, 2017. At June 30, 2018, accrued compensation was $148, a decrease of $53, or 26%, compared to accrued compensation of $201 at December 31, 2017. The decreases are due primarily to cost saving measures put in place by the Company. Other accrued liabilities were $964, an increase of $244, or 30%, from $740 at December 31, 2017 due to the accrual of additional deferred professional services and termination fees on certain leases.

At June 30, 2018, current deferred revenue were $425, an increase of $115, or 37%, compared to current deferred revenue of $310 at December 31, 2017. Deferred revenue primarily reflects advance payments for maintenance fees from the Company’s licensees that are generally recognized as revenue by the Company when all obligations are met or over the term of the maintenance agreement, whichever is longer. Deferred revenue is recorded when the Company receives advance payment from its customers.

In June 2018, the Company negotiated a cancellation agreement with its landlord to cancel its office lease and move to facilities which better suit its needs, saving the Company $112 net, over the remaining 16 months of the old lease term.

During the three months ended June 30, 2018, the Company received, from investors advances aggregating $115 in cash against certain accounts receivable of the Company. Upon collection of an invoice, the Company committed to repay the advance to the lenders on a pro rata basis together with a 5% advance fee. Upon collecting certain receivables, $40 of the advances were repaid in May 2018, along with $2 in advance. The advance fees were recorded as interest expense in the three and six-months ended June 30, 2018.

The Company used the funds received from the above financing for working capital and general corporate purposes.

The Company recorded $24 and $52 in debt discount amortization for the three and six months ended June 30, 2018, respectively, related to the 2016 debt financings.

The Company incurred $42 and $80, respectively, of interest expense for the three and six months ended June 30, 2018, of which $2 and $2, respectively were paid in cash.

The Company had the following material commitments as of June 30, 2018:

Contractual obligations	Total		2018		2019		Thereafter
Operating lease commitments (1)	$	51	$	51	$	-	$	-
Capital lease commitments		11		3		6		2
Operating lease termination fee (1)		22		9		13		-
	$	84	$	63	$	19	$	2

1. The Company entered into a new lease as of October 2016. In June 2018, the company negotiated a lease termination agreement with the landlord in order to move to a smaller and more cost effective space resulting in approximately $100 in savings over the remaining term of the lease.

The Company has experienced recurring losses from operations that raise a substantial doubt about its ability to continue as a going concern. There can be no assurance that the Company will have adequate capital resources to fund planned operations or that any additional funds will be available to it when needed, or if available, will be available on favorable terms or in amounts required by it. 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.

- 17 -

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

The Company did not enter into any short-term security investments during the three and six months ended June 30, 2018.

Foreign Currency Risk

From time to time, the Company makes certain capital equipment or other purchases denominated in foreign currencies. As a result, the Company’s cash flows and earnings are exposed to fluctuations in interest rates and foreign currency exchange rates. The Company attempts to limit these exposures through operational strategies and generally has not hedged currency exposures. During the three and six months ended June 30, 2018 and 2017, foreign currency translation gains and losses were insignificant.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

The Company carried out an evaluation as of the end of the period covered by this report, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to paragraph (b) of Rule 13a-15 and 15d-15 under the Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation and because of the material weaknesses in our internal control over financial reporting described below, the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act (1) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Management identified the following control deficiencies that constitute material weaknesses that are not fully remediated as of the filing date of this report:

As a small company with limited resources that are mainly focused on the development and sales of software products and services, iSign does not employ a sufficient number of staff in its finance department to possess an optimal segregation of duties or to provide optimal levels of oversight. This has resulted in certain audit adjustments and management believes that there may be a possibility for a material misstatement to occur in future periods while it employs the current number of personnel in its finance department.

The Company does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedures are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The Company considered these limitations during the development of its disclosure controls and procedures, and will continually reevaluate them to ensure they provide reasonable assurance that such controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended June 30, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

- 18 -

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

Part II-Other Information

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors

Not applicable.

Item 2. Unregistered Sale of Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information.

None.

Item 6. Exhibits.

(a) Exhibits.

Exhibit Number	Document
3.1	Certificate of Incorporation of the Company, as amended, incorporated herein by reference to Exhibits 3.1, 3.2, 3.3 and 3.4 to the Company’s Registration Statement on Form 10 (File No. 0-19301).
3.2	Certificate of Amendment to the Company’s Certificate of Incorporation (authorizing the reclassification of the Class A Common Stock and Class B Common Stock into one class of Common Stock) as filed with the Delaware Secretary of State’s office on November 1, 1991, incorporated herein by reference to Exhibit 3 to Amendment 1 on Form 8 to the Company’s Form 8-A (File No. 0-19301).
3.4	By-laws of the Company adopted on October 6, 1986, incorporated herein by reference to Exhibit 3.5 to the Company’s Registration Statement on Form 10 (File No. 0-19301).
3.5	Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation dated January 24, 2001, incorporated herein by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S/1, filed December 28, 2007.
3.6	Certificate of Elimination of the Company’s Certificate of Designation of the Series A Preferred Stock dated August 17, 2001, incorporated herein by reference to Exhibit 3.6 to the Company’s Registration Statement on Form S/1, filed December 28, 2007.

- 19 -

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

Exhibit Number	Document
3.7	Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State August 17, 2007, incorporated herein by reference to Exhibit 3.7 to the Company’s Registration Statement on Form S/1 filed on December 28, 2007.
3.8	Amended and Restated Certificate of Incorporation of the Company filed with the Delaware Secretary of State on May 18, 1995, incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
3.9	Certificate of Designations, Powers, Preferences and Rights of the Series A Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on June 4, 2008, incorporated herein by reference to Exhibit 4.23 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
3.10	Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on June 30, 2008, incorporated herein by reference to Exhibit 3.7 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2008.
3.11	Certificate of Designations, Powers, Preferences and Rights of the Series A-1 Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on October 30, 2008, incorporated herein by reference to Exhibit 3.11 to the Company’s Annual Report on Form 10-K filed on March 12, 2009.
3.13	Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on June 30, 2009, incorporated herein by reference to Exhibit 3.13 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2009.
3.14	Amendment No. 1 to By-laws dated June 17, 2010, incorporated herein by reference to Exhibit 3.14 to the Company’s Quarterly Report on Form 10-Q filed on August 16, 2010.
3.15	Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on August 4, 2010, incorporated herein by reference to Exhibit 3.15 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2010.
3.16	Amended and Restated Certificate of Designation of Series A-1 Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on August 4, 2010, incorporated herein by reference to Exhibit 3.16 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2010.
3.17	Certificate of Designation of Series B Participating Convertible Preferred Stock filed with the Delaware Secretary of State on August 4, 2010, incorporated herein by reference to Exhibit 3.17 to the Company’s Quarterly Report on Form 10-Q filed on November 12, 2010.
3.18	Certificate of Amendment to Amended And Restated Certificate of Incorporation filed with the Delaware Secretary of State on December 31, 2010, incorporated herein by reference to Exhibit 3.18 to the Company’s Annual Report on Form 10-K filed on March 30, 2011.
3.19	Second Amended and Restated Certificate of Designation of Series A-1 Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on December 31, 2010, incorporated herein by reference to Exhibit 3.19 to the Company’s Annual Report on Form 10-K filed on March 30, 2011.
3.20	Second Amended and Restated Certificate of Designation of Series B Participating Convertible Preferred Stock filed with the Delaware Secretary of State on December 31, 2010, incorporated herein by reference to Exhibit 3.20 to the Company’s Annual Report on Form 10-K filed on March 30, 2011.
3.21	Certificate of Designation of Series C Participating Convertible Preferred Stock filed with the Delaware Secretary of State on December 31, 2010, incorporated herein by reference to Exhibit 3.21 to the Company’s Annual Report on Form 10-K filed on March 30, 2011.
3.22	Amendment to the Amended And Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock, incorporated herein by reference to Exhibit 10.59 to the Company’s Current Report on Form 8-K filed March 31, 2011.
3.23	Amendment to the Amended And Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock, incorporated herein by reference to Exhibit 10.60 to the Company’s Current Report on Form 8-K filed March 31, 2011.

- 20 -

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

Exhibit Number	Document
3.24	Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on November 13, 2012, incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement filed on Schedule 14A on October 22, 2012.
3.25	Third Amended and Restated Certificate of Designation of Series A-1 Cumulative Convertible Preferred Stock filed with the Delaware Secretary of State on November 13, 2012, incorporated herein by reference to Exhibit 3.25 to the Company’s Form 10-K filed March 31, 2014.
3.26	Second Amended and Restated Certificate of Designation of Series B Participating Convertible Preferred Stock filed with the Delaware Secretary of State on November 13, 2012, incorporated herein by reference to Exhibit 3.26 to the Company’s Form 10-K filed March 31, 2014.
3.27	Amended and Restated Certificate of Designation of Series C Participating Convertible Preferred Stock filed with the Delaware Secretary of State on November 13, incorporated herein by reference to Exhibit 3.27 to the Company’s Form 10-K filed March 31, 2014.
3.28	Certificate of Designation of Series D Convertible Preferred Stock filed with the Delaware Secretary of State on November 13, 2012, incorporated herein by reference to Exhibit 3.28 to the Company’s Form 10-K filed March 31, 2014.
3.29	Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on December 10, 2013, incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement filed on Schedule 14A on November 1, 2013.
3.30	Certificate of Amendment to Certificate of Designation of Series D Convertible Preferred Stock filed with the Delaware Secretary of State on December 31, 2013, incorporated herein by reference to Exhibit 3.30 to the Company’s Form 10-K filed March 31, 2014.
3.31	Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on December 16, 2014, incorporate herein by reference to Appendix A to the Company’s Definitive Proxy Statement filed on Schedule 14A on October 17, 2014.
3.32	Certificate of Amendment to Certificate of Designation of Series D Convertible Preferred Stock filed with the Delaware Secretary of State on March 24, 2015, incorporated herein by reference to Exhibit 3.32 to the Company’s Quarterly Report on Form 10-Q filed May 15, 2015.
3.33	Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Designation of Series A-1 Cumulative Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 19, 2016.
3.34	Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Designation of Series B Participating Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016, incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed May 19, 2016.
3.35	Certificate of Amendment to the Company’s Amended and Restated Certificate of Designation of Series C Participating Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016, incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed May 19, 2016.
3.36	Certificate of Amendment to the Company’s Certificate of Designation of Series D Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016, incorporated herein by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed May 19, 2016.
3.37	Certificate of Amendment to the Company’s Certificate of Designation of Series D Convertible Preferred Stock filed with Secretary of State of the State of Delaware on May 18, 2016, incorporated herein by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K filed May 19, 2016.
10.59	Amendment to the Amended And Restated Certificate of Designation of the Series B Participating Convertible Preferred Stock, incorporated herein by reference to Exhibit 10.59 to the Company’s Current Report on Form 8-K filed March 31, 2011.
10.60	Amendment to the Amended And Restated Certificate of Designation of the Series C Participating Convertible Preferred Stock, incorporated herein by reference to Exhibit 10.60 to the Company’s Current Report on Form 8-K filed March 31, 2011.

- 21 -

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

Exhibit Number	Document
10.61	Form Of Subscription Agreement, incorporated herein by reference to Exhibit 10.61 to the Company’s Current Report on Form 8-K filed on April 4, 2011.
10.62	Amendment No. 1 to the Registration Rights Agreement dated March 31, 2011, incorporated herein by reference to Exhibit 10.62 to the Company’s Current Report on Form 8-K filed on April 4, 2011
10.63	Note and Warrant Purchase Agreement dated April 23, 2012, incorporated herein by reference to Exhibit 10.63 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2012.
10.64	Form of Subscription Agreement dated September 14, 2012, incorporated herein by reference to Exhibit 10.64 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2012.
10.65	Form of Unsecured Convertible Promissory Note dated September 14, 2012, incorporated herein by reference to Exhibit 10.65 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2012.
10.66	Form of Subscription Agreement dated May 17, 2013, incorporated herein by reference to Exhibit 10.66 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2013.
10.67	Form of Subscription Agreement dated December 31, 2013, incorporated herein by reference to Exhibit 10.67 to the Company’s Form 10-K filed March 31, 2014.
10.68	Credit Agreement with Venture Champion Asia Limited dated May 6, 2014, incorporated herein by reference to Exhibit 10.68 to the Company’s Form 10-Q filed August 15, 2014.
10.69	Form of Subscription Agreement dated August 5, 2014, incorporated herein by reference to Exhibit 10.69 to the Company’s Form 10-K filed March 31, 2015.
10.70	Form of Subscription Agreement dated March 24, 2015, incorporated herein by reference to Exhibit 10.70 to the Company’s Quarterly Report on Form 10-Q filed May 15, 2015.
10.71	Form of Subscription Agreement dated July 23, 2015, incorporated herein by reference to Exhibit 10.71 to the Company’s Quarterly Report on Form 10-Q filed November 16, 2015.
10.72	Note and Warrant Purchase Agreement dated November 3, 2016, incorporated herein by reference to Exhibit 10.72 to the Company’s Quarterly Report on Form 10-Q filed August 14, 2017.
10.73	Form of Unsecured Convertible Promissory Note dated November 3, 2016, incorporated herein by reference to Exhibit 10.73 to the Company’s Quarterly Report on Form 10-Q filed August 14, 2017.
10.74	Note Purchase Agreement dated May 23, 2017, incorporated herein by reference to Exhibit 10.74 to the Company’s Quarterly Report on Form 10-Q filed August 14, 2017.
10.75	Form of Secured Convertible Promissory Note dated May 23, 2017, incorporated herein by reference to Exhibit 10.75 to the Company’s Quarterly Report on Form 10-Q filed August 14, 2017.
*31.1	Certification of Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*31.2	Certificate of Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*32.1	Certification of Chief Executive Officer pursuant to 18 USC Section 1750, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*32.2	Certification of Chief Financial Officer pursuant to 18 USC Section 1750, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

- 22 -

iSign Solutions Inc.

FORM 10-Q

(In thousands, except per share amounts)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

iSign Solutions Inc.

Registrant

August 14, 2018	/s/ Andrea Goren
Date	Andrea Goren
	(Principal Financial Officer and Officer Duly Authorized to Sign on Behalf of the Registrant)

- 23 -

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Philip Sassower, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of iSign Solutions Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2018

/s/ Philip Sassower

Chairman and Chief Executive Officer

(Principal Executive Officer of Registrant)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrea Goren, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of iSign Solutions Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 14, 2018

/s/ Andrea Goren

Chief Financial Officer

(Principal Financial Officer of Registrant)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Philip S. Sassower, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of iSign Solutions Inc. on Form 10-Q for the quarterly period ended June 30, 2018 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of iSign Solutions Inc.

Date: August 14, 2018

By:	/s/ Philip S. Sassower
	Chairman and Chief Executive Officer
	(Principal Executive Officer)

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to iSign Solutions Inc. and will be retained by iSign Solutions Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by iSign Solutions Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that iSign Solutions Inc. specifically incorporates it by reference.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrea Goren, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of iSign Solutions Inc. on Form 10-Q for the quarterly period ended June 30, 2018 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of iSign Solutions Inc.

Date: August 14, 2018

By:	/s/ Andrea Goren
	Chief Financial Officer
	(Principal Financial Officer)

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to iSign Solutions Inc. and will be retained by iSign Solutions Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by iSign Solutions Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that iSign Solutions Inc. specifically incorporates it by reference.

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 14, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	iSign Solutions Inc.
Entity Central Index Key	0000727634
Amendment Flag	false
Trading Symbol	ISGN
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		5,761,980

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 110	$ 285
Accounts receivable, net of allowance of $2 at June 30, 2018 and $1 at December 31, 2017, respectively	62	45
Prepaid expenses and other current assets	6	28
Total current assets	178	358
Property and equipment, net	2	13
Other assets	5	17
Total assets	185	388
Current liabilities:
Accounts payable	1,300	1,289
Short-term debt	1,586	1,458
Accrued compensation	148	201
Other accrued liabilities	964	740
Deferred revenue	425	310
Short-term capital lease		4
Total current liabilities	4,423	4,002
Deferred revenue long-term	106	175
Long-term capital lease		6
Other long-term liabilities		7
Total liabilities	4,529	4,190
Commitments and contingencies
Stockholders' equity (deficit):
Common stock, $0.01 par value; 2,000,000 shares authorized; 5,760 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively	58	58
Treasury shares, 5 at June 30, 2018 and December 31, 2017, respectively	(325)	(325)
Additional paid in capital	129,102	129,027
Accumulated deficit	(133,179)	(132,562)
Total stockholders' deficit	(4,344)	(3,802)
Total liabilities and stockholders' deficit	$ 185	$ 388

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance	$ 2	$ 1
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	2,000,000	2,000,000
Common stock, shares issued	5,760	5,760
Common stock, shares outstanding	5,760	5,760
Treasury shares	5	5

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Revenue:
Product	$ 34	$ 45	$ 73	$ 92
Maintenance	192	170	367	333
Total revenue	226	215	440	425
Cost of sales:
Product	2	4	5	7
Maintenance	11	24	19	69
Research and development	238	301	466	585
Sales and marketing	42	49	61	108
General and administrative	153	290	328	678
Total operating costs and expenses	446	668	879	1,447
Loss from operations	(220)	(453)	(439)	(1,022)
Other income (expense), net	(44)	74	(44)	73
Interest expense:
Related party	(8)	(6)	(16)	(12)
Other	(34)	(15)	(64)	(30)
Amortization of debt discount:
Related party	(8)	(7)	(14)	(14)
Other	(20)	(17)	(38)	(34)
Gain on sale of intangible assets		239		239
Loss before income tax expense	(334)	(185)	(615)	(800)
Income tax expense			(2)
Net loss	$ (334)	$ (185)	$ (617)	$ (800)
Basic and diluted net loss per common share	$ (0.06)	$ (0.03)	$ (0.11)	$ (0.14)
Weighted average common shares outstanding, basic and diluted	5,762	5,762	5,762	5,762

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash flows from operating activities:
Net loss	$ (617)	$ (800)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4	169
Debt discount amortization	52	48
Loss on disposal of fixed assets	8
Stock-based compensation	74	56
Gain on sale of intangible assets		(239)
Changes in operating assets and liabilities:
Accounts receivable, net	(17)	(46)
Prepaid expenses and other assets	22	32
Accounts payable	11	(52)
Accrued compensation	(53)	(2)
Other accrued and long-term liabilities	220	47
Deferred revenue	46	(25)
Net cash used in operating activities	(250)	(812)
Cash flows from investing activities:
Acquisition of property and equipment		(2)
Net cash used in investing activities		(2)
Cash flows from financing activities:
Proceeds from the issuance of short-term debt	115
Payments on short-term debt	(40)
Proceeds from the issuance of long-term debt		505
Proceeds from the sale of intangible assets, net		239
Net cash provided by financing activities	75	744
Net decrease in cash and cash equivalents	(175)	(70)
Cash and cash equivalents at beginning of period	285	389
Cash and cash equivalents at end of period	110	319
Supplementary disclosure of cash flow information
Interest paid	2	8
Income taxes paid	2
Non-cash financing and investing transactions:
Exchange of long-term unsecured convertible promissory notes for long-term unsecured convertible promissory notes		250
Exchange of long-term unsecured convertible promissory notes for long-term secured convertible promissory notes		200
Original issue discount on secured convertible promissory notes	$ 8

XML

Nature of Business and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2018

Nature of Business and Summary of Significant Accounting Policies [Abstract]

Nature of Business and Summary of Significant Accounting Policies

1. Nature of Business and Summary of Significant Accounting Policies

Nature of Business

iSign Solutions Inc. and its subsidiary is a leading supplier of digital transaction management (DTM) software enabling the paperless, secure and cost-effective management and authentication of document-based transactions. iSign’s solutions encompass a wide array of functionality and services, including electronic signatures, simple-to-complex workflow management and various options for biometric authentication. 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. iSign’s platform can be deployed both on premise and as a cloud-based (“SaaS”) service, with the ability to easily transition between deployment models. The Company is headquartered in San Jose, California. The Company’s products include SignatureOne® Ceremony® Server, the iSign® suite of products and services, including iSign® Enterprise, iSign® Console™, and Sign-it® programs.

Basis of Presentation

The financial information contained herein should be read in conjunction with the Company’s consolidated audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2017.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements included in this quarterly report reflect all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of its financial position at the dates presented and the Company’s results of operations and cash flows for the periods presented. The Company’s interim results are not necessarily indicative of the results to be expected for the entire year.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant cumulative losses since its inception and, at June 30, 2018, the Company’s accumulated deficit was $133,179. The Company has primarily met its working capital needs through the sale of debt and equity securities. As of June 30, 2018, the Company’s cash balance was $110. 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 unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Recently Adopted Accounting Pronouncements

ASC Topic 606, “Revenue from Contracts with Customers”

On January 1, 2018, the Company adopted Accounting Standard Codification No. 606, Revenue from Contracts with Customers (“Topic 606”), using the modified retrospective method. There were no open contracts which were not completed as of January 1, 2018, except for maintenance and support contracts. Results for the reporting period beginning January 1, 2018 are presented under Topic 606, while prior period amounts are not restated, and continue to be reported in accordance with the Company’s historic accounting under ASC 605, Revenue Recognition (“Topic 605”).

Under Topic 606, the Company will recognize a contract asset for satisfied performance obligations that do not provide the Company with an unconditional right to consideration, which was restricted under the previous standard.

Revenue Recognition

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 three and six-month periods ended June 30, 2018, the Company recognized $90 and $266 of revenue that was included in deferred revenue at the beginning of the period.

Contract assets exist when the Company has satisfied a performance obligation but does not have an unconditional right to consideration (e.g., because the entity first must satisfy another performance obligation in the contract before it is entitled to invoice the customer).

The Company transfers all of its goods and services electronically with the associated costs recorded in cost of sales in the Company’s Condensed Consolidated Statements of Operations.

Software. Revenue from the sale of software products is recognized when the control is transferred. For most of the Company’s software product sales, the control is transferred at the time the product is electronically transferred because the customer has significant risks and rewards of ownership of the asset and the Company has a present right to payment at that time.

Statement of Work (SOW). Revenue from SOW (engineering services) is recognized upon completion, transfer and satisfaction of the performance obligations identified with in the contract by the customer.

Transactional revenue. For transactional type contracts, the Company’s performance obligations are met upon transfer of the software master to the customer. Revenue from transactional customers is recognized as the customer reports the number of units (signatures) rendered over the specified reporting period, generally three months.

Recurring Product revenue. The company has revenue contracts that allow the customer to utilize the Company’s signature software on an annual basis. Maintenance and support costs are included in the annual price to the customer. The customer has the right to renew or cancel the contract on an annual basis. Recurring revenue is recognized on a straight line basis over the contract period, generally one year.

Maintenance and support. Maintenance and support services are satisfied ratably over time as the customer simultaneously receives and consumes the benefits of the services. As a result, support and maintenance revenue is recognized on a straight line basis over the period of the contract.

Arrangements with Multiple Performance Obligations. The Company has, from time to time, revenue arrangements that include multiple performance obligations. The Company allocates transaction price to all separate performance obligations based on their relative standalone selling prices (“SSP”). The Company’s best evidence for SSP is the price the Company would charge for that good or service when the Company sells it separately in similar circumstances to similar customers. If goods or services are not always sold separately, the Company uses the best estimate of SSP in the allocation of transaction price. The Company’s process for determining best estimate of SSP involves management’s judgment, and considers multiple factors including, but not limited to, major product groupings, gross margin objectives and pricing practices. Pricing practices may vary over time, depending upon the unique facts and circumstances related to each deliverable. If the facts and circumstances underlying the factors considered change or should future facts and circumstances lead the Company to consider additional factors, the Company’s best estimate of SSP may also change.

Contract costs. The incremental costs of obtaining a contract are capitalized if the costs are expected to be recovered. Costs that are recognized as assets are amortized straight-line over the period as the related goods or services transfer to the customer. Costs incurred to fulfill a contract are capitalized if they are not covered by other relevant guidance, relate directly to a contract, will be used to satisfy future performance obligations, and are expected to be recovered.

There was no adjustment to the opening balance of accumulated deficit as of January 1, 2018 from adopting Topic 606.

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.

Accounting Changes and Recent Accounting Pronouncements

Accounting Standards Update (“ASU”) No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in ASU 2018-2 allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. The Board decided that the amendments in this Update should be effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Due to the Company’s net operating losses, implementation of ASU 2018-2 would not be expected to have a material impact on the Company’s financial position, results of operations and cash flows.

Accounting Standards Update No. 2018-03, Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2018-03 retained the current framework for accounting for financial instruments in generally accepted accounting principles (GAAP) but makes targeted improvements to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. For public business entities the amendments in this Update are effective for fiscal years beginning after December 15, 2017. The Company is currently evaluating the impact of ASU 2018-3 on the Company’s financial position, results of operations and cash flows.

Accounting Standards Update No. 2018-05, Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. ASU 2018-05 covers income Tax accounting implications of the Tax Cuts and Jobs Act for instance, ASU 2018-05 introduces changes that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits. The Act will also have international tax consequences for many companies that operate internationally. The Company is currently evaluating the impact of ASU 2018-05 on the Company’s financial position, results of operations and cash flows.

Other Accounting Standards Updates issued in 2018 are not applicable to the Company, therefore implementation would not be expected to have a material impact on the Company’s financial position, results of operations and cash flows.

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Concentrations

6 Months Ended

Jun. 30, 2018

Concentrations [Abstract]

Concentrations

2. Concentrations

The following table summarizes accounts receivable and revenue concentrations:

	Accounts Receivable as of June 30,						Total Revenue for the three months ended June 30,						Total Revenue for the six months ended June 30,
	2018			2017			2018			2017			2018			2017
Customer #1		77	%		23	%		11	%		10	%		11	%		10	%
Customer #2		-			67	%		-			-			-			-
Customer #3		-			-			10	%		15	%		12	%		15	%
Customer #4		-			-			25	%		16	%		23	%		16	%
Customer #5		-			-			16	%		16	%		16	%		16	%
Customer #6		15	%		-			-			-			-			-
Customer #7		-			-			-			-			10	%		-
Total concentration		92	%		90	%		62	%		57	%		72	%		57	%

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Intangible Assets

6 Months Ended

Jun. 30, 2018

Intangible Assets [Abstract]

Intangible assets

3. Intangible assets

The Company performs an intangible asset impairment analysis 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.

There was no amortization of intangible asset costs for the three and six months ended June 30, 2018. Amortization of intangible assets costs was $81 and $162 for the three and six-month periods ended June 30, 2017.

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Net Loss Per Share

6 Months Ended

Jun. 30, 2018

Net Loss Per Share [Abstract]

Net Loss per Share

4. Net Loss per Share

The Company calculates basic net loss per share based on the weighted average number of shares outstanding, and when applicable, diluted net income per share, which is based on the weighted average number of shares and potential dilutive shares outstanding.

The following table lists shares and warrants that were excluded from the calculation of diluted earnings per share as the inclusion of shares from the assumed exercise of such options and warrants would be anti-dilutive:

	For the Three Months Ended				For the Six Months Ended
	June 30,  2018		June 30,  2017		June 30, 2018		June 30, 2017
Stock options		726		573		726		573
Warrants		1,839		1,878		1,839		1,878

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Debt

6 Months Ended

Jun. 30, 2018

Debt [Abstract]

Debt

5. Debt

Advances:

During the six months ended June 30, 2018, the Company received from investors advances aggregating $115 in cash against certain accounts receivable of the Company. Upon collection of an invoice, the Company committed to repay the advance to the lenders on a pro rata basis together with a 5% advance fee. Upon collecting certain receivables, $40 of the advances were repaid in May 2018, along with $2 in advance fees. The advance fees were recorded as interest expense in the three and six-months ended June 30, 2018.

Notes payable:

In November 2016, the Company issued long-term unsecured convertible promissory notes to investors and affiliates of the Company aggregating $700 in cash. The Company also issued the same long-term notes to affiliates in exchange for an aggregate of $200 in demand notes that had been issued earlier in September and October of 2016. The long-term notes are mandatorily convertible into Common Stock at a conversion rate of the lesser of $0.50 per share (initially, $1.30 per share and subsequently reduced in connection with the May 2017 financing described below) or the price per share of Common Stock, upon closing a new debt and or equity financing of at least $1,000 in aggregate proceeds. The notes bear interest at the rate of 6% per annum and are due December 31, 2018. The Company issued warrants to purchase 277 shares of Common Stock in connection with these long-term notes. The Company ascribed a value of $204 to the 277 warrants and recorded a discount to the long-term notes and a corresponding amount to additional paid-in capital. The discount is being amortized using the effective interest method over the term of the notes.

In May 2017, the Company issued secured convertible promissory notes to investors and affiliates of the Company aggregating $505 in cash. In addition, certain investors and affiliates of the Company that had taken part in the November 2016 financing discussed above, and that also participated in the May 2017 financing, exchanged $450 of unsecured convertible promissory notes received in the November 2016 financing for $250 in secured notes with the same terms as the secured notes issued in the May 2017 financing and $200 in unsecured notes with the same terms as the November 2016 financing discussed above. The secured notes are mandatorily convertible into Common Stock at a conversion rate of the lesser of $0.50 per share or the price per share of Common Stock, upon closing a new financing of at least $1,000 in aggregate proceeds. The secured notes bear interest at the rate of 10% per annum, are due December 31, 2018 and are secured by an interest in all the Company’s rights, title and interest in, to and under its intellectual property. Should the secured notes remain outstanding following the maturity date an additional 30% of the note’s principal amount shall become due and payable.

In December 2017, the Company issued additional secured convertible promissory notes to investors and affiliates of the Company aggregating $150 in cash. The secured notes have substantially the same terms as the secured notes issued in the May 2017 financing.

The Company used the funds received from the above financing for working capital and general corporate purposes.

During the three and six months ended June 30, 2018, the Company accrued $42 and $80 of interest expense, of which $8 and $16 was to related parties and $34 and $64 was to other investors. During the three and six months ended June 30, 2017, the Company accrued $21 and $42 of interest expense, of which $6 and $12 was to related parties and $15 and $30 was to other investors.

The Company recorded $28 and $52 in debt discount amortization for the three and six months ended June 30, 2018. The Company recorded $24 and $48 in debt discount amortization for the three and six months ended June 30, 2017.

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Stockholders' Equity (Deficit)

6 Months Ended

Jun. 30, 2018

Stockholders' Equity (Deficit) [Abstract]

Stockholders' Equity (Deficit)

6. Stockholders’ Equity (Deficit)

Stock-based compensation expense is based on the estimated grant date fair value of the portion of stock-based payment awards that are ultimately expected to vest during the period. The grant date fair value of stock-based awards to employees and directors is calculated using the Black-Scholes-Merton valuation model.

Forfeitures of stock-based payment awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The estimated average forfeiture rate for the three months ended June 30, 2018 and 2017, was approximately 5.91% and 10.55%, respectively, based on historical data.

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 using the accrual method over the vesting period of the options.

There were no stock options granted, and no stock options exercised during the three and six months ended June 30, 2018.

The following table summarizes the allocation of stock-based compensation expense related to stock option grants for the three and six months ended June 30:

	Three Months Ended  June 30,				Six Months Ended  June 30,
	2018		2017		2018		2017
Research and development	$	23	$	12	$	54	$	20
General and administrative	$	1	$	10	$	13	$	20
Director and consultant options	$	2	$	13	$	7	$	16
Total stock-based compensation expense	$	26	$	35	$	74	$	56

A summary of option activity under the Company’s plans for the six months ended June 30, 2018 and 2017 is as follows:

	2018								2017
Options	Shares			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value	Shares		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at January 1,		736		$	3.65			$		71	$	45.21			$	-
Granted		-		$				$		502	$	0.50			$	-
Forfeited or expired		(10	)	$	79.80			$		-	$	-			$	-
Outstanding at June 30		726		$	2.56		5.94	$		573	$	6.07		6.34	$	-
Vested and expected to vest at June 30		696		$	2.69		5.93	$		520	$	6.61		6.29	$	-
Exercisable at June 30		213		$	7.50		5.32	$		64	$	47.31		2.45	$	-

The following table summarizes significant ranges of outstanding and exercisable options as of June 30, 2018:

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number Outstanding		Weighted Average Remaining Contractual Term (in years)		Weighted Average Exercise Price per share		Number Outstanding		Weighted Average Exercise Price per Share
$0.01 – $0.50		685		6.17	$	0.50		172	$	0.50
$0.511 –$625.00		41		2.17	$	36.97		41	$	37.06
Total		726		5.94	$	2.56		213	$	7.50

A summary of the status of the Company’s non-vested shares as of June 30, 2018 is as follows:

Non-vested Shares	Shares			Weighted Average  Grant-Date  Fair Value  per Share
Non-vested at January 1, 2018		641		$	0.57
Vested		(128	)	$	1.00
Non-vested at June 30, 2018		513		$	0.51

As of June 30, 2018, there was a total of $79 of unrecognized compensation expense related to non-vested stock-based compensation arrangements granted under the plans. The unrecognized compensation expense is expected to be realized over a weighted average period of 1.6 years.

Warrants

A summary of the warrant activity for the six months ended June 30 is as follows:

	2018					2017
	Shares			Weighted Average Exercise Price Per Share		Shares			Weighted Average Exercise Price Per Share
Outstanding at beginning of period		1,878		$	2.46		1,882		$	2.52
Issued		-		$	-		-		$	-
Expired		(39	)	$	15.63		(4	)	$	34.38
Outstanding at end of period		1,839		$	1.58		1,878		$	1.53
Exercisable at end of period		1,839		$	1.58		1,878		$	1.53

A summary of the status of the warrants outstanding and exercisable as of June 30, 2018 is as follows:

Number of Warrants		Weighted Average Remaining Life (years)		Weighted Average Exercise Price per share
	11		0.01	$	0.09
	1,551		2.93	$	1.83
	277		1.28	$	0.24
	1,839		2.66	$	1.58

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Subsequent Event

6 Months Ended

Jun. 30, 2018

Subsequent Event [Abstract]

Subsequent event

7. Subsequent event

In July 2018, upon the recommendation of a special committee of independent directors, the Company’s Board of Directors approved the issuance of up to $342 in secured convertible promissory notes to investors and affiliates of the Company. On August 1, 2018, the Company issued additional secured convertible promissory notes to investors and affiliates of the Company aggregating $341. This amount includes $205 in cash, $79 in exchange for the full amount due under the remaining accounts receivable advances discussed in Note 5 above, and a twenty percent (20%) original issue discount of $57. The secured notes have substantially the same terms as the May and December 2017 financing round. The secured notes are mandatorily convertible into Common Stock at a conversion rate of the lesser of $0.50 per share or the price per share of Common Stock, upon closing a new financing of at least $1,000 in aggregate proceeds. The secured notes bear interest at the rate of 10% per annum, are due December 31, 2018 and are secured by an interest in all the Company’s rights, title and interest in, to and under its intellectual property. Should the secured notes remain outstanding following the maturity date an additional 30% of the note’s principal amount shall become due and payable.

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Nature of Business and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2018

Nature of Business and Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The financial information contained herein should be read in conjunction with the Company’s consolidated audited financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2017.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements included in this quarterly report reflect all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of its financial position at the dates presented and the Company’s results of operations and cash flows for the periods presented. The Company’s interim results are not necessarily indicative of the results to be expected for the entire year.

Going Concern

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant cumulative losses since its inception and, at June 30, 2018, the Company’s accumulated deficit was $133,179. The Company has primarily met its working capital needs through the sale of debt and equity securities. As of June 30, 2018, the Company’s cash balance was $110. 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 unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

ASC Topic 606, “Revenue from Contracts with Customers”

On January 1, 2018, the Company adopted Accounting Standard Codification No. 606, Revenue from Contracts with Customers (“Topic 606”), using the modified retrospective method. There were no open contracts which were not completed as of January 1, 2018, except for maintenance and support contracts. Results for the reporting period beginning January 1, 2018 are presented under Topic 606, while prior period amounts are not restated, and continue to be reported in accordance with the Company’s historic accounting under ASC 605, Revenue Recognition (“Topic 605”).

Under Topic 606, the Company will recognize a contract asset for satisfied performance obligations that do not provide the Company with an unconditional right to consideration, which was restricted under the previous standard.

Revenue Recognition

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 three and six-month periods ended June 30, 2018, the Company recognized $90 and $266 of revenue that was included in deferred revenue at the beginning of the period.

Contract assets exist when the Company has satisfied a performance obligation but does not have an unconditional right to consideration (e.g., because the entity first must satisfy another performance obligation in the contract before it is entitled to invoice the customer).

The Company transfers all of its goods and services electronically with the associated costs recorded in cost of sales in the Company’s Condensed Consolidated Statements of Operations.

Software. Revenue from the sale of software products is recognized when the control is transferred. For most of the Company’s software product sales, the control is transferred at the time the product is electronically transferred because the customer has significant risks and rewards of ownership of the asset and the Company has a present right to payment at that time.

Statement of Work (SOW). Revenue from SOW (engineering services) is recognized upon completion, transfer and satisfaction of the performance obligations identified with in the contract by the customer.

Transactional revenue. For transactional type contracts, the Company’s performance obligations are met upon transfer of the software master to the customer. Revenue from transactional customers is recognized as the customer reports the number of units (signatures) rendered over the specified reporting period, generally three months.

Recurring Product revenue. The company has revenue contracts that allow the customer to utilize the Company’s signature software on an annual basis. Maintenance and support costs are included in the annual price to the customer. The customer has the right to renew or cancel the contract on an annual basis. Recurring revenue is recognized on a straight line basis over the contract period, generally one year.

Maintenance and support. Maintenance and support services are satisfied ratably over time as the customer simultaneously receives and consumes the benefits of the services. As a result, support and maintenance revenue is recognized on a straight line basis over the period of the contract.

Arrangements with Multiple Performance Obligations. The Company has, from time to time, revenue arrangements that include multiple performance obligations. The Company allocates transaction price to all separate performance obligations based on their relative standalone selling prices (“SSP”). The Company’s best evidence for SSP is the price the Company would charge for that good or service when the Company sells it separately in similar circumstances to similar customers. If goods or services are not always sold separately, the Company uses the best estimate of SSP in the allocation of transaction price. The Company’s process for determining best estimate of SSP involves management’s judgment, and considers multiple factors including, but not limited to, major product groupings, gross margin objectives and pricing practices. Pricing practices may vary over time, depending upon the unique facts and circumstances related to each deliverable. If the facts and circumstances underlying the factors considered change or should future facts and circumstances lead the Company to consider additional factors, the Company’s best estimate of SSP may also change.

Contract costs. The incremental costs of obtaining a contract are capitalized if the costs are expected to be recovered. Costs that are recognized as assets are amortized straight-line over the period as the related goods or services transfer to the customer. Costs incurred to fulfill a contract are capitalized if they are not covered by other relevant guidance, relate directly to a contract, will be used to satisfy future performance obligations, and are expected to be recovered.

There was no adjustment to the opening balance of accumulated deficit as of January 1, 2018 from adopting Topic 606.

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.

Accounting Changes and Recent Accounting Pronouncements

Accounting Standards Update (“ASU”) No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in ASU 2018-2 allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. The Board decided that the amendments in this Update should be effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Due to the Company’s net operating losses, implementation of ASU 2018-2 would not be expected to have a material impact on the Company’s financial position, results of operations and cash flows.

Accounting Standards Update No. 2018-03, Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2018-03 retained the current framework for accounting for financial instruments in generally accepted accounting principles (GAAP) but makes targeted improvements to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. For public business entities the amendments in this Update are effective for fiscal years beginning after December 15, 2017. The Company is currently evaluating the impact of ASU 2018-3 on the Company’s financial position, results of operations and cash flows.

Accounting Standards Update No. 2018-05, Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. ASU 2018-05 covers income Tax accounting implications of the Tax Cuts and Jobs Act for instance, ASU 2018-05 introduces changes that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits. The Act will also have international tax consequences for many companies that operate internationally. The Company is currently evaluating the impact of ASU 2018-05 on the Company’s financial position, results of operations and cash flows.

Other Accounting Standards Updates issued in 2018 are not applicable to the Company, therefore implementation would not be expected to have a material impact on the Company’s financial position, results of operations and cash flows.

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Concentrations (Tables)

6 Months Ended

Jun. 30, 2018

Concentrations [Abstract]

Summary of accounts receivable and revenue concentrations

	Accounts Receivable as of June 30,						Total Revenue for the three months ended June 30,						Total Revenue for the six months ended June 30,
	2018			2017			2018			2017			2018			2017
Customer #1		77	%		23	%		11	%		10	%		11	%		10	%
Customer #2		-			67	%		-			-			-			-
Customer #3		-			-			10	%		15	%		12	%		15	%
Customer #4		-			-			25	%		16	%		23	%		16	%
Customer #5		-			-			16	%		16	%		16	%		16	%
Customer #6		15	%		-			-			-			-			-
Customer #7		-			-			-			-			10	%		-
Total concentration		92	%		90	%		62	%		57	%		72	%		57	%

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Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2018

Net Loss Per Share [Abstract]

Schedule of antidilutive excluded from calculation of earnings per share

	For the Three Months Ended				For the Six Months Ended
	June 30,  2018		June 30,  2017		June 30, 2018		June 30, 2017
Stock options		726		573		726		573
Warrants		1,839		1,878		1,839		1,878

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Stockholders' Equity (Deficit) (Tables)

6 Months Ended

Jun. 30, 2018

Stockholders' Equity (Deficit) [Abstract]

Summary of stock-based compensation expense

	Three Months Ended  June 30,				Six Months Ended  June 30,
	2018		2017		2018		2017
Research and development	$	23	$	12	$	54	$	20
General and administrative	$	1	$	10	$	13	$	20
Director and consultant options	$	2	$	13	$	7	$	16
Total stock-based compensation expense	$	26	$	35	$	74	$	56

Summary of option activity

	2018								2017
Options	Shares			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value	Shares		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at January 1,		736		$	3.65			$		71	$	45.21			$	-
Granted		-		$				$		502	$	0.50			$	-
Forfeited or expired		(10	)	$	79.80			$		-	$	-			$	-
Outstanding at June 30		726		$	2.56		5.94	$		573	$	6.07		6.34	$	-
Vested and expected to vest at June 30		696		$	2.69		5.93	$		520	$	6.61		6.29	$	-
Exercisable at June 30		213		$	7.50		5.32	$		64	$	47.31		2.45	$	-

Summary of significant ranges of outstanding and exercisable options

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number Outstanding		Weighted Average Remaining Contractual Term (in years)		Weighted Average Exercise Price per share		Number Outstanding		Weighted Average Exercise Price per Share
$0.01 – $0.50		685		6.17	$	0.50		172	$	0.50
$0.511 –$625.00		41		2.17	$	36.97		41	$	37.06
Total		726		5.94	$	2.56		213	$	7.50

Summary of status of the Company's non-vested shares

Non-vested Shares	Shares			Weighted Average  Grant-Date  Fair Value  per Share
Non-vested at January 1, 2018		641		$	0.57
Vested		(128	)	$	1.00
Non-vested at June 30, 2018		513		$	0.51

Summary of warrant activity

	2018					2017
	Shares			Weighted Average Exercise Price Per Share		Shares			Weighted Average Exercise Price Per Share
Outstanding at beginning of period		1,878		$	2.46		1,882		$	2.52
Issued		-		$	-		-		$	-
Expired		(39	)	$	15.63		(4	)	$	34.38
Outstanding at end of period		1,839		$	1.58		1,878		$	1.53
Exercisable at end of period		1,839		$	1.58		1,878		$	1.53

Summary of information warrants outstanding and exercisable

Number of Warrants		Weighted Average Remaining Life (years)		Weighted Average Exercise Price per share
	11		0.01	$	0.09
	1,551		2.93	$	1.83
	277		1.28	$	0.24
	1,839		2.66	$	1.58

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Nature of Business and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018	Dec. 31, 2017	Jun. 30, 2017	Dec. 31, 2016
Nature of Business and Summary of Significant Accounting Policies (Textual)
Accumulated deficit	$ (133,179)	$ (133,179)	$ (132,562)
Cash balance	110	110	$ 285	$ 319	$ 389
Recognized deferred revenue	$ 90	$ 266

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Concentrations (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Accounts Receivable [Member]
Concentration Risk [Line Items]
Total concentration			92.00%	90.00%
Accounts Receivable [Member] | Customer #1 [Member]
Concentration Risk [Line Items]
Total concentration			77.00%	23.00%
Accounts Receivable [Member] | Customer #2 [Member]
Concentration Risk [Line Items]
Total concentration				67.00%
Accounts Receivable [Member] | Customer #3 [Member]
Concentration Risk [Line Items]
Total concentration
Accounts Receivable [Member] | Customer #4 [Member]
Concentration Risk [Line Items]
Total concentration
Accounts Receivable [Member] | Customer #5 [Member]
Concentration Risk [Line Items]
Total concentration
Accounts Receivable [Member] | Customer #6 [Member]
Concentration Risk [Line Items]
Total concentration			15.00%
Accounts Receivable [Member] | Customer #7 [Member]
Concentration Risk [Line Items]
Total concentration
Total Revenue [Member]
Concentration Risk [Line Items]
Total concentration	62.00%	57.00%	72.00%	57.00%
Total Revenue [Member] | Customer #1 [Member]
Concentration Risk [Line Items]
Total concentration	11.00%	10.00%	11.00%	10.00%
Total Revenue [Member] | Customer #2 [Member]
Concentration Risk [Line Items]
Total concentration
Total Revenue [Member] | Customer #3 [Member]
Concentration Risk [Line Items]
Total concentration	10.00%	15.00%	12.00%	15.00%
Total Revenue [Member] | Customer #4 [Member]
Concentration Risk [Line Items]
Total concentration	25.00%	16.00%	23.00%	16.00%
Total Revenue [Member] | Customer #5 [Member]
Concentration Risk [Line Items]
Total concentration	16.00%	16.00%	16.00%	16.00%
Total Revenue [Member] | Customer #6 [Member]
Concentration Risk [Line Items]
Total concentration
Total Revenue [Member] | Customer #7 [Member]
Concentration Risk [Line Items]
Total concentration			10.00%

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Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2017
Intangible Assets (Textual)
Amortization of intangible asset costs	$ 81	$ 162

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Net Loss Per Share (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Stock options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-diluted earnings per share of stock options and warrants shares	726	573	726	573
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-diluted earnings per share of stock options and warrants shares	1,839	1,878	1,839	1,878

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Debt (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended				3 Months Ended		6 Months Ended
	May 31, 2017	Nov. 30, 2016	Oct. 31, 2016	Sep. 30, 2016	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	May 31, 2018	Dec. 31, 2017
Debt (Textual)
Advance fees									$ 2
Debt discount amortization					$ 28	$ 24	$ 52	$ 48
Proceeds from the issuance of long-term debt								505
Accrued interest expense					42	21	80	42
Debt [Member]
Debt (Textual)
Aggregating amount of debt							$ 115
Advance fees									$ 40
Description of advance fee							The Company committed to repay the advance to the lenders on a pro rata basis together with a 5% advance fee.
Conversion price	$ 0.50
Related parties [Member]
Debt (Textual)
Accrued interest expense					8	6	$ 16	12
Other investors [Member]
Debt (Textual)
Aggregate cash										$ 150
Accrued interest expense								30
Due to related parties					$ 34	$ 15	$ 64	$ 30
Unsecured convertible promissory notes [Member] | Other investors [Member]
Debt (Textual)
Warrants issued to purchase of common stock		277
Proceeds from the issuance of long-term debt	$ 505	$ 700
Description of replacement notes	Should the secured notes remain outstanding following the maturity date an additional 30% of the note's principal amount shall become due and payable.
Unsecured convertible promissory notes received		450
Demand promissory notes [Member] | Other investors [Member]
Debt (Textual)
Exchange of demand notes for long-term unsecured convertible notes		$ 200	$ 200	$ 200
Notes Payable [Member]
Debt (Textual)
Conversion price	$ 1.30	$ 0.50
Proceeds of equity financing	$ 1,000	$ 1,000
Interest rate	10.00%	6.00%
Due date	Dec. 31, 2018	Dec. 31, 2018
Unsecured convertible promissory notes received	$ 250
Notes Payable [Member] | Minimum [Member]
Debt (Textual)
Warrants and recorded a discount to the long-term notes		$ 204
Notes Payable [Member] | Maximum [Member]
Debt (Textual)
Warrants and recorded a discount to the long-term notes		$ 277

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Stockholders' Equity (Deficit) (Details) - Stock options [Member] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 26	$ 35	$ 74	$ 56
Research and development [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	23	12	54	20
General and administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	1	10	13	20
Director and consultant options [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 2	$ 13	$ 7	$ 16

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Stockholders' Equity (Deficit) (Details 1) - USD ($) shares in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Options Shares
Outstanding, Beginning balance	736	71
Granted		502
Forfeited or expired	(10)
Outstanding, Ending balance	726	573
Vested and expected to vest	696	520
Exercisable	213	64
Weighted Average Exercise Price Per Share
Outstanding, Beginning balance	$ 3.65	$ 45.21
Granted		0.50
Forfeited or expired	79.80
Outstanding, Ending balance	2.56	6.07
Vested and expected to vest	2.69	6.61
Exercisable	$ 7.50	$ 47.31
Weighted Average Remaining Contractual Life (Year)
Outstanding	5 years 11 months 8 days	6 years 4 months 2 days
Vested and expected to vest	5 years 11 months 4 days	6 years 3 months 15 days
Exercisable	5 years 3 months 26 days	2 years 5 months 12 days
Aggregate Intrinsic Value
Outstanding, Beginning balance
Granted
Forfeited or expired
Outstanding, Ending balance
Vested and expected to vest
Exercisable

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Stockholders' Equity (Deficit) (Details 2) shares in Thousands	6 Months Ended
	Jun. 30, 2018 $ / shares shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding, Number Outstanding | shares	726
Options Outstanding, Weighted Average Remaining Contractual Term (in years)	5 years 11 months 8 days
Options Outstanding, Weighted Average Exercise Price per share	$ 2.56
Options Exercisable, Number Outstanding | shares	213
Options Exercisable, Weighted Average Exercise Price per Share	$ 7.50
$0.01 - $0.50 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of Exercise Prices, Lower Range Limit	0.01
Range of Exercise Prices, Upper Range Limit	$ 0.50
Options Outstanding, Number Outstanding | shares	685
Options Outstanding, Weighted Average Remaining Contractual Term (in years)	6 years 2 months 1 day
Options Outstanding, Weighted Average Exercise Price per share	$ 0.50
Options Exercisable, Number Outstanding | shares	172
Options Exercisable, Weighted Average Exercise Price per Share	$ 0.50
$0.511 - $625.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of Exercise Prices, Lower Range Limit	0.511
Range of Exercise Prices, Upper Range Limit	$ 625.00
Options Outstanding, Number Outstanding | shares	41
Options Outstanding, Weighted Average Remaining Contractual Term (in years)	2 years 2 months 1 day
Options Outstanding, Weighted Average Exercise Price per share	$ 36.97
Options Exercisable, Number Outstanding | shares	41
Options Exercisable, Weighted Average Exercise Price per Share	$ 37.06

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Stockholders' Equity (Deficit) (Details 3) shares in Thousands	6 Months Ended
	Jun. 30, 2018 $ / shares shares
Non-vested Shares
Non-vested at January 1, 2018 | shares	641
Vested | shares	(128)
Non-vested at June 30, 2018 | shares	513
Weighted Average Grant-Date Fair Value per Share
Non-vested at January 1, 2018 | $ / shares	$ 0.57
Vested | $ / shares	1.00
Non-vested at June 30, 2018 | $ / shares	$ 0.51

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Stockholders' Equity (Deficit) (Details 4) - Warrants [Member] - $ / shares shares in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares, Outstanding at beginning of period	1,878	1,882
Shares, Issued
Shares, Expired	(39)	(4)
Shares, Outstanding at end of period	1,839	1,878
Shares, Exercisable at end of period	1,839	1,878
Weighted Average Exercise Price, Outstanding at beginning of period	$ 2.46	$ 2.52
Weighted Average Exercise Price, Issued
Weighted Average Exercise Price, Expired	15.63	34.38
Weighted Average Exercise Price, Outstanding at end of period	1.58	1.53
Weighted Average Exercise Price, Exercisable at end of period	$ 1.58	$ 1.53

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Stockholders' Equity (Deficit) (Details 5) - Warrants [Member]	6 Months Ended
	Jun. 30, 2018 $ / shares shares
Class of Warrant or Right [Line Items]
Number of Shares Outstanding and Exercisable | shares	1,839
Weighted Average Remaining Life (years)	2 years 7 months 28 days
Weighted Average Exercise Price per share | $ / shares	$ 1.58
$0.09 [Member]
Class of Warrant or Right [Line Items]
Number of Shares Outstanding and Exercisable | shares	11
Weighted Average Remaining Life (years)	4 days
Weighted Average Exercise Price per share | $ / shares	$ 0.09
$1.83 [Member]
Class of Warrant or Right [Line Items]
Number of Shares Outstanding and Exercisable | shares	1,551
Weighted Average Remaining Life (years)	2 years 11 months 4 days
Weighted Average Exercise Price per share | $ / shares	$ 1.83
$0.24 [Member]
Class of Warrant or Right [Line Items]
Number of Shares Outstanding and Exercisable | shares	277
Weighted Average Remaining Life (years)	1 year 3 months 11 days
Weighted Average Exercise Price per share | $ / shares	$ 0.24

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Stockholders' Equity (Deficit) (Details Textual) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018
Stockholders' Equity (Deficit) (Textual)
Estimated average forfeiture rate	5.91%	10.55%
Unrecognized compensation cost	$ 79		$ 79
Unrecognized compensation cost, weighted average period			1 year 7 months 6 days

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Subsequent Event (Details) - USD ($) $ in Thousands	1 Months Ended		6 Months Ended
	Aug. 01, 2018	Jul. 31, 2018	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Subsequent Event (Textual)
Original issue discount			$ 52	$ 48
Investors and affiliates [Member]
Subsequent Event (Textual)
Cash					$ 150
Investors and affiliates [Member] | Subsequent Event [Member]
Subsequent Event (Textual)
Additional secured convertible promissory notes	$ 341
Secured notes mandatorily convertible into Common Stock, description	The secured notes have substantially the same terms as the May and December 2017 financing round. The secured notes are mandatorily convertible into Common Stock at a conversion rate of the lesser of $0.50 per share or the price per share of Common Stock, upon closing a new financing of at least $1,000 in aggregate proceeds.
Original issue discount	$ 57
Percentage of original issue discount	20.00%
Secured notes, description	Should the secured notes remain outstanding following the maturity date an additional 30% of the note's principal amount shall become due and payable.
Board of Directors [Member] | Investors and affiliates [Member] | Subsequent Event [Member]
Subsequent Event (Textual)
Secured convertible promissory notes		$ 342
Cash	$ 205
Exchange for amount remaining accounts receivable advances	$ 79
Secured notes bear interest at the rate	10.00%