0001214659-19-002759.txt : 20190416 0001214659-19-002759.hdr.sgml : 20190416 20190416172100 ACCESSION NUMBER: 0001214659-19-002759 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 132 CONFORMED PERIOD OF REPORT: 20181231 FILED AS OF DATE: 20190416 DATE AS OF CHANGE: 20190416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DPW Holdings, Inc. CENTRAL INDEX KEY: 0000896493 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 941721931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12711 FILM NUMBER: 19751699 BUSINESS ADDRESS: STREET 1: 201 SHIPYARD WAY CITY: NEWPORT BEACH STATE: CA ZIP: 92663 BUSINESS PHONE: 5106572635 MAIL ADDRESS: STREET 1: 201 SHIPYARD WAY CITY: NEWPORT BEACH STATE: CA ZIP: 92663 FORMER COMPANY: FORMER CONFORMED NAME: DIGITAL POWER CORP DATE OF NAME CHANGE: 19960823 10-K 1 dpw41019010k.htm

 

 

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

For the Fiscal Year Ended December 31, 2018

 

Commission file number 1-12711

 

DPW HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 94-1721931
(State or other jurisdiction of incorporation or organization)  (I.R.S. Employer Identification Number)
   

 

201 Shipyard Way, Suite E Newport Beach, CA 92663 (510) 657-2635
(Address of principal executive offices) (Zip Code) (Registrant’s telephone number, including area code)

 

Securities registered under Section 12(b) of the Act:

 

Title of Each Class Name of each exchange on which registered
Common Stock, $0.001 par value per share NYSE American

 

Securities registered under Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ¨    No  þ

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes  ¨    No  þ

 

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 year (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  þ    No  ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes  þ    No  ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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  þ
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 Rule 12b-2 of the Exchange Act).  Yes  ¨    No  þ

 

As of June 29, 2018, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $31,701,549 based on the closing sale price as reported on the NYSE American of $10.84. Such determination should not be deemed an admission that such directors, officers, or 10% beneficial owners are, in fact, affiliates of the registrant.

 

There were 23,189,615 shares of common stock outstanding as of April 12, 2019.

 

Documents incorporated by reference: None

 

 
 1 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

 

FORM 10-K

 

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018

 

INDEX

 

      Page
PART I      
Item 1.   Description of Business 3
Item 1A.   Risk Factors 12
Item 1B.   Unresolved Staff Comments 39
Item 2.   Description of Properties 39
Item 3.   Legal Proceedings 39
Item 4.   Mine Safety Disclosures 40
PART II      
Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 40
Item 6.   Selected Financial Data 42
Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations 42
Item 7A.   Quantitative and Qualitative Disclosures About Market Risk. 50
Item 8.   Financial Statements and Supplementary Data. F-1 – F-76
Item 9.   Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 50
Item 9A.   Controls and Procedures 50
Item 9B.   Other Information 52
PART III      
Item 10.   Directors, Executive Officers and Corporate Governance 52
Item 11.   Executive Compensation 56
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 61
Item 13.   Certain Relationships and Related Transactions, and Director Independence 62
Item 14.   Principal Accountant Fees and Services 64
PART IV      
Item 15.   Exhibits and Financial Statement Schedules. 65
Item 16.   Form 10-K Summary 70
    Signatures 71

 

 2 
 

  

NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K (the “Annual Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our expectations are as of the date this Annual Report is filed, and we do not intend to update any of the forward-looking statements after the date this Annual Report is filed to confirm these statements to actual results, unless required by law.

 

This Annual Report also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the statistical and other industry data generated by independent parties and contained in this Annual Report and, accordingly, we cannot guarantee their accuracy or completeness, though we do generally believe the data to be reliable. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this Annual Report. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

 

 

PART I

 

ITEM 1.BUSINESS

 

General

 

We are a growth company seeking to increase our revenues through acquisitions. Our strategy reflects our management and Board’s current philosophy which we began implementing upon the change in control that was completed in September 2016. Our acquisition and development target strategy include companies that have developed a “new way of doing business” in mature, well-developed industries experiencing changes due to new technology; companies that may become profitable or more profitable through efficiency and reduction of costs; companies whose business is related to our core business in the commercial and defense industries; and companies that will enhance our overall revenues. We plan to substantially increase our gross revenues in the foreseeable future.

 

We operate as a holding company with operations conducted primarily through our subsidiaries. We conduct our activities in a manner so as not to be deemed an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Generally, this means that we do not invest or intend to invest in securities as our primary business and that no more than 40% of our total assets will be invested in investment securities as such term is defined in the Investment Company Act. We are a diversified holding company owning subsidiaries engaged in the following operating businesses: commercial and defense solutions, commercial lending, cryptocurrency blockchain mining and advanced textile technology. We also maintain a large investment in Avalanche International, Corp., which does business as MTIX International.

 

Originally, we were primarily a solution-driven organization that designed, developed, manufactured and sold high-grade customized and flexible power system solutions for the medical, military, telecom and industrial markets. Although we are actively seeking growth through acquisitions, we will continue to focus on high-grade and custom product designs for the commercial, medical and military/defense markets, where customers demand high density, high efficiency and ruggedized products to meet the harshest and/or military mission critical operating conditions.

 

We have operations located in Europe through our wholly-owned subsidiary, Digital Power Limited (“DP Limited”), Salisbury, England, which operates under the brand name of “Gresham Power Electronics” (“Gresham”). DP Limited designs, manufactures and sells power products and system solutions mainly for the European marketplace, including power conversion, power distribution equipment, DC/AC (Direct Current/Active Current) inverters and UPS (Uninterrupted Power Supply) products. Our European defense business is specialized in the field of naval power distribution products.

 

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On November 30, 2016, we formed Digital Power Lending, LLC (“DP Lending”), a wholly-owned subsidiary. DP Lending provides commercial loans to companies throughout the United States to provide them with operating capital to finance the growth of their businesses. The loans range in duration from six months to three years, DP Lending operates under California Finance Lending License #60DBO-77905.

 

On June 2, 2017, we purchased 56.4% of the outstanding equity interests of Microphase Corporation (“Microphase”). Microphase is a design-to-manufacture original equipment manufacturer (“OEM”) industry leader delivering world-class radio frequency (“RF”) and microwave filters, diplexers, multiplexers, detectors, switch filters, integrated assemblies and detector logarithmic video amplifiers (“DLVA”) to the military, aerospace and telecommunications industries. Microphase is headquartered in Shelton, Connecticut.

 

On April 25, 2017, we formed Coolisys Technologies, Inc. (“Coolisys”), a wholly-owned subsidiary. Coolisys operates its existing businesses in the customized and flexible power system solutions for the medical, military, telecom, commercial and industrial markets, other than the European markets which are primarily served by DP Limited, in Coolisys. We intend to reorganize our corporate structure to make Digital Power North American operations, operated by our subsidiary Gresham, and Microphase, a subsidiary of Coolisys and as such an indirect subsidiary of ours.

 

On September 1, 2017, Coolisys acquired all of the outstanding membership interests in Power-Plus Technical Distributors, LLC, a California limited liability company (“Power-Plus”). Power-Plus is an industrial distributor of value added power supply solutions, UPS systems, fans, filters, line cords, and other power-related components. In addition to its current business, Power-Plus will serve as an extended sales organization for our overall flexible power system solutions.

 

On December 31, 2017, Coolisys entered into a share purchase agreement with Micronet Enertec Technologies, Inc. (“MICT”), a Delaware corporation, Enertec Management Ltd., an Israeli corporation and wholly owned subsidiary of MICT (“EML”), and Enertec Systems 2001 Ltd. (“Enertec”), an Israeli corporation and wholly owned subsidiary of EML, pursuant to which Coolisys acquired Enertec. Enertec is Israel’s largest private manufacturer of specialized electronic systems for the military market. On May 23, 2018, Coolisys completed its acquisition of Enertec.

 

On May 23, 2018, DP Lending entered into and closed a securities purchase agreement to acquire 98.1% of I.AM, Inc. (“I.AM”), for a purchase price of $981. I.AM owns and operates the Prep Kitchen brand restaurants located in the San Diego area. I.AM owed DP Lending $1,715,330 in outstanding principal, pursuant to a loan and security agreement, between I.AM and DP Lending, that I.AM used to acquire the restaurants.

 

We are a Delaware corporation, initially formed in California in 1969 and reincorporated in Delaware in 2017. We are located at 201 Shipyard Way, Suite E Newport Beach, CA 92663. Our phone number is 510-657-2635 and our website address is www.dpwholdings.com.

 

Recent Events

 

On September 18, 2017, the Board of Directors of Digital Power Corporation voted unanimously to recommend a number of proposals to be voted upon at its annual meeting (the “Meeting”), including a proposal to approve a change in domicile from California to Delaware (the “Reincorporation”). On December 27, 2017, Digital Power Corporation approved the Agreement and Plan of Merger (the “Merger Agreement”) providing for the merger (the “Merger”) of Digital Power Corporation with and into its wholly owned subsidiary DPW Holdings, Inc. (the “Company” or “DPW”). The Reincorporation, was approved at the Meeting, which was held on December 28, 2017.

 

The Reincorporation was consummated on December 29, 2017 pursuant to the Merger Agreement, whereby Digital Power Corporation merged with and into the Company with the Company as the surviving corporation operating as DPW Holdings, Inc. Following the Merger, the Company’s corporate existence is governed by the laws of the State of Delaware.

 

Upon consummation of the transactions contemplated by the Merger Agreement and resulting Reincorporation, the daily business operations of the Company continued as they were conducted by Digital Power Corporation immediately prior to the Reincorporation and the officers and directors of Digital Power Corporation became the officers and directors of the Company, except that Milton C. Ault III become the Company’s Chief Executive Officer and Amos Kohn remained as its President.

 

In January 2018, we formed Super Crypto Mining, Inc., a wholly-owned subsidiary, which recently changed its name to Digital Farms, Inc. (“DFI”). DFI was established to operate our newly formed cryptocurrency business, which is pursuing a variety of digital currency. We mine the top three cryptocurrencies for our own account. These cryptocurrencies include Bitcoin, Litecoin and Ethereum.  

 

On January 25, 2018, we issued two 5% promissory notes, each in the principal face amount of $2.5 million for an aggregate debt of $5 million to two institutional investors. The proceeds from these two promissory notes were used to purchase 1,000 Antminer S9s (“Miners”) manufactured by Bitmain Technologies, Inc. in connection with our crypto mining operations. We received delivery of the Miners on February 1, 2018.

 

 4 
 

 

On February 27, 2018, we entered into a sales agreement with H.C. Wainwright & Co., LLC (“HCW”) to sell shares of our common stock, having an aggregate offering price of up to $50 million from time to time, through an “at the market offering” program (the “HCW ATM Offering”) under which HCW acted as sales agent. Through September 23, 2018, when the HCW ATM Offering was terminated we had received net proceeds of approximately $18,059,187 through the sale of 1,062,096 shares of our common stock through the HCW ATM Offering. The offer and sale of the shares through the ATM Offering were made pursuant to our then effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-222132) filed with the SEC on December 18, 2017, amended on January 8, 2018, and declared effective by the SEC on January 11, 2018, and a prospectus supplement related to the HCW ATM Offering, dated February 27, 2018.

 

On May 23, 2018, DP Lending entered into and closed a securities purchase agreement with I. AM, Inc. (“I. AM”), David J. Krause and Deborah J. Krause. Pursuant to the securities purchase agreement, I. AM sold to DP Lending, 981 shares of common stock for a purchase price of $981, representing, upon the closing, 98.1% of I. AM’s outstanding common stock. I. AM owns and operates the Prep Kitchen brand restaurants located in the San Diego area. I.AM owed DP Lending $1,715,330 in outstanding principal, pursuant to a loan and security agreement, between I. AM and DP Lending, which I. AM used to acquire the restaurants. The purchase agreement provides that, as I. AM repays the outstanding loan to DP Lending in accordance with the loan agreement, DP Lending will on a pro rata basis transfer shares of common stock of I. AM to David J. Krause, up to an aggregate of 471 shares.

 

On October 10, 2018, DPW Holdings Inc. (the “Company”) entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Wilson-Davis & Co., Inc., as sales agent (the “Agent”) to sell shares of its Common Stock, having an aggregate offering price of up to $25,000,000 (the “Shares”) from time to time, through an “at the market offering” program (the “WDCO ATM Offering”). Through April 1, 2019, when the WDCO ATM Offering was discontinued, we had received net proceeds of $6,050,499 through the sale of 5,163,751 shares of our common stock through the WDCO ATM Offering. The offer and sale of the shares through the WDCO ATM Offering were made pursuant to our then effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-222132) filed with the SEC on December 18, 2017, amended on January 8, 2018, and declared effective by the SEC on January 11, 2018, and a prospectus supplement related to the WDCO ATM Offering, dated October 15, 2018.

 

On March 14, 2019, the stockholders approved a proposal permitting the Board of Directors to effect a reverse stock split (the “Reverse Split”) of our issued and outstanding Common Stock. Thereafter, on March 14, 2019, the Board of Directors approved the Reverse Split with a ratio of one for twenty. The Reverse Split did not affect the number of authorized shares of Common Stock or their par value per share. As a result of the Reverse Split, the number of shares of Common Stock outstanding was reduced from 126,025,767 to 6,301,289. The Reverse Split became effective in the State of Delaware on March 14, 2019. Beginning on March 18, 2019, the Common Stock traded on the NYSE American on a split-adjusted basis. All references to Common Stock in this Annual Report have been retroactively restated.

 

On March 29, 2019, we entered into an underwriting agreement with A.G.P./Alliance Global Partners (the “Underwriter”), pursuant to which we agreed to issue and sell an aggregate of (a) 2,855,500 shares of Common Stock (the “Shares”) together with warrants to purchase 2,855,500 shares of Common Stock and (the “Common Warrants”) and (b)  pre-funded warrants to purchase up to 12,700,000 shares of its Common Stock (the “Pre-Funded Warrants”) together with a number of Common Warrants to purchase 12,700,000 shares of common stock (the “April 2019 Offering”). The Shares were sold to the purchasers at the public offering price of $0.44 per share (the “Offering Price”). The Common Warrants were sold at a public offering price of $0.01 per Common Warrant. The Pre-Funded Warrants were offered to each purchaser whose purchase of the Shares and the Common Warrant in the April 2019 Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of outstanding Common Stock immediately following the consummation of April 2019 Offering, in lieu of the Shares. The purchase price of each Pre-Funded Warrant equaled the Offering Price, minus $0.01, and the exercise price of each Pre-Funded Warrant equaled $0.01 per share.

 

Strategy

 

Our strategy to increase revenues through acquisitions was developed after a review of our current business. While we continue to maintain our core business of power system solutions for the military/aerospace, medical and industrial-telecommunication industries, we have determined that significant organic growth in these industries will be challenging due to our limited releases of new products offerings, insufficient sales and marketing force as a result of deferring research and development of new products because of limited working capital, and lack of financial size in industries traditionally dominated by more large, well established and capitalized power system solution companies.

 

 5 
 

 

Therefore, we believe that the best strategy for us and our stockholders is to invest in our core business to support releases of advanced new power technologies and to expand our customer base and market share in our major markets. To support the organic growth, we have hired a number of additional personnel and are investing to enhance our product offerings with state of the art technology. While we implement our new organic growth strategy, we are focusing on finding and acquiring companies that have developed new technology but have been unable to exploit the technology because the lack of capital; companies that are run inefficiently due to the lack of experience or mismanagement; companies that can benefit from our expertise in the commercial and defense industries or companies that enhance our overall revenues. Further, as discussed below, we have made an investment in Avalanche which acquired the rights to a cost effective and environmentally friendly material synthesis technology for textile applications.

 

As a result of this strategy of revenue growth through acquisitions, we have hired a number of additional personnel and consultants to assist in identifying, analyzing, negotiating and acquiring potential companies and we will need to raise a substantial amount of capital for acquisitions and for supporting our infrastructure. We may invest in and continue to invest in companies that may experience losses until they can be integrated with our operations or until our cost reduction and efficiency changes can be implemented. Because of our increase in infrastructure expenses and investing in companies that demonstrate revenue potential but are initially incurring losses, we anticipate continuing to experience losses in the near future until revenues from these acquisitions exceed our expenses.

 

Led by our Chairman and CEO, Milton “Todd” Ault III, we seek to find undervalued companies and disruptive technologies with a global impact. We also use a traditional methodology for valuing stocks that primarily looks for deeply depressed prices. Upon making an investment, we often become actively involved in the companies we seek to acquire. That activity may involve a broad range of approaches, from influencing the management of a target to take steps to improve stockholder value, to acquiring a controlling interest or outright ownership of the target company in order to implement changes that we believe are required to improve its business, and then operating and expanding that business. Mr. Ault relies heavily on Mr. William B. Horne, the Company’s Vice Chairman and CFO, to provide analysis and guidance on all acquisition targets and throughout the acquisition process.

 

During the next several years, we see a favorable opportunity to follow an activist strategy that centers on the purchase of target stock and the subsequent removal of any barriers that might interfere with a friendly purchase offer from a strong buyer. Alternatively, in appropriate circumstances, we or our subsidiaries may become the buyer of target companies, adding them to our portfolio of operating subsidiaries, thereby expanding our operations through such opportunistic acquisitions. We believe that the companies that we target for our activist activities are undervalued for many reasons, often including inexperienced management. Unfortunately for the individual investor, in particular, and the economy, in general, many poor management teams are often unaccountable and very difficult to remove.

 

Core Business – Power Systems Solutions

 

We provide the highest density, highest efficiency and high-grade flexibility power supply products and systems. We provide full custom, standard and modify-standard product solutions and value-added services to diverse industries and markets including military/aerospace, medical and industrial- telecommunications.  We believe that our solutions leverage a combination of low leakage power emissions, very high-power density with superior power efficiency, flexible design leveraging customize firmware and short time to market.

 

Our strategy is to be the supplier of choice to companies, including OEMs, that require high-quality power system solutions where custom design, superior product, high quality, time to market and very competitive prices are critical to business success. We believe that we provide advanced custom product design services to deliver high-grade products that reach a high level of efficiency and density and can meet rigorous environmental requirements. Our customers benefit from a direct relationship with us that supports all of their needs for designing and manufacturing power solutions and products. By implementing our advanced core technology, including process implementation in integrated circuits, we can provide cost reductions to our customers by replacing their existing power sources with our custom design cost-effective products. Our target market segments include the industrial telecommunication, medical, and military/aerospace industries.

 

Custom Power System Solution.    We provide high-grade custom power system solutions to several customers in multiple industry segments. Our custom solution technology includes full Digital Signal Processing (“DSP”) control, digital load sharing intelligent power management and customizable firmware. The products feature high power density, special layout and multiple outputs to meet each of our customers’ unique requirements. We combine our power design capabilities with the latest circuit designs to provide complete power solutions for virtually any plausible need. In the design of custom power solutions, we work closely with our customers’ engineering teams to develop mechanical enclosures to ensure 100% compatibility with any hosted platform.

 

Our standard contract for custom power solutions includes a multi-year high-volume production forecast that allows us to secure long-term production guarantees (and therefore possible savings on manufacturing costs for volume orders) while providing an environment that promotes the development of our intellectual property (“IP”) portfolio.  We believe that this business model provides an incentive to our customers to be committed to high-volume production orders.

 

High-Grade Flexibility Series Power Supply Product. We offer our feature rich based power rectifiers that support flexible configuration and high-grade design implementation. This includes innovative designs and implementation including DSP control for Power Factor Correction (“PFC”) and DC/DC, synchronous rectifier outputs under DSP control, two phase PFC, hot pluggable, current sharing and other features. While some of our customers have special requirements that include a full custom design, other customers may require only certain electrical changes to standard power supply products, such as modified output voltages, unique status and control signals, and mechanical repackaging tailored to fit the specific application. We offer a wide range of standard and modified standard products that can be easily integrated with any platform across our diversified market segments. 

 

 6 
 

 

Value-Added Services. In addition to our custom solutions and high-grade flexibility series proprietary products that we offer, we also provide value-added services to OEMs. We incorporate an OEM’s selected electronic components, enclosures, cable assemblies and other compliance components into our power system solutions to produce a power subassembly that is compatible with the OEM’s own equipment and specifically tailored to meet the OEM’s needs.  We purchase parts and components that the OEM itself would otherwise attach to, or integrate with, our power systems, and provide the OEM with the integration and installation service, thus eliminating the need for complex, time-consuming and costly system integration. We believe that this value-added service is well suited to those OEMs that wish to reduce their vendor base and minimize their investment in manufacturing, which would lead to increased fixed costs. Given access to these value-added services, the OEMs do not need to build assembly facilities to manufacture their own power sub-assemblies and thus are not required to purchase individual parts from many vendors.

  

Markets

 

We sell our custom power system solutions, high-grade flexibility series power supply products and value-added services to customers in a diverse range of commercial and defense industries and markets throughout the world, with an emphasis on North America and Europe. Our current customer base consists of approximately 220 companies, some of which are served through our partner channels. We serve the North American power electronics market primarily through our domestic wholly owned subsidiary Digital Power Corporation, whereas the European marketplace is served through DPL, another wholly-owned subsidiary.

 

We sell products to our OEM customers through direct sales or through our sales channels, including our manufacturers’ representatives and distributors.  Our sales strategy is to identify and focus on strategic accounts. This strategy allows us to maintain a close and direct relationship with such accounts, which positions us as the supplier of choice for these customers’ challenging, innovative and demanding new product requirements.  In striving for additional market share, we simultaneously seek to strengthen our traditional sales channels of manufacturer representatives and distributors. We plan to continue to build more channels and increase our market share through 2019.

 

Commercial Customers. We serve global commercial markets including medical, telecom, and industrial companies. Our products are used in a variety of applications and operate in a broad range of systems where customers require mission critical power reliability and occasionally extreme environmental conditions.

 

Military/Defense Customers. We have developed a broad range of rugged product solutions for the military and defense market, featuring the ability to withstand harsh environments.  These ruggedized product solutions, which include both custom modifications and full custom designs, are designed for combat environments and meet the requirements of our defense customers. We manufacture our military products through a domestic manufacturer that complies with US International Traffic in Arms Regulations (“ITAR”) and is certified to perform such manufacturing services. We are compliant with the ITAR regulations and are an approved vendor for the U.S. Air Force, Navy and Army.

 

At the core of every military electronic system is a power supply. Mission critical systems require rugged high performance power platforms that will operate and survive the harsh environmental conditions placed upon such systems. Our power supplies, which include the following, function effectively in these severe military environments, including Missiles – Ground-to-Air, Air-to-Air and Sea-to-Air; Naval – Naval power conversion and distribution; Mobile and Ground Communications – Active Protection, Communications and Navigation; Artillery – Gyro modular azimuth position and navigation system; Surveillance, test equipment; and UAV (Unmanned Aerial Vehicle) – Very lightweight power systems.

 

Our military products meet the relevant defense standards MIL-STD in accordance with the Defense Standardization Program Policies and Procedures. Space, weight, output power, electromagnetic compatibility, power density and multiple output requirements are only part of the challenges that any military power supply design faces. With many decades of experience, our engineering teams meet these tough challenges. Our power supplies are a critical component of many major weapon systems worldwide.

 

Our wholly-owned subsidiary DPL develops and manufactures some military and defense products mainly being deployed in international naval fleets.

 

Digital Power Limited (Gresham Power Electronics)

 

Digital Power Limited, our wholly-owned subsidiary organized and headquartered in Salisbury, United Kingdom, designs, manufactures, and distributes switching power supplies, uninterruptible power supplies and power conversion and distribution equipment frequency converters for the commercial and military markets, under the name Gresham. Frequency converters manufactured by Gresham are used by naval warships to convert their generated 60-cycle electricity supply to 400 cycles. This 400-cycle supply is used to power their critical equipment such as gyro, compass, and weapons systems. Gresham also designs and manufactures transformer rectifiers for naval use. Typically, these provide battery supported back up for critical DC systems, such as machinery and communications.  In addition, higher power rectifiers are used for the starting and servicing of helicopters on naval vessels, and Gresham now supplies these as part of overall helicopter start and servicing systems. We believe that Gresham products add diversity to our product line, provide greater access to the United Kingdom and European markets, and strengthen our engineering and technical resources.

 

 7 
 

 

Microphase Corporation

 

Microphase designs, manufactures and sells microwave electronics components for radar, electronic warfare (“EW”) and communication systems. Such components include radio frequency (“RF”) and microwave filters, diplexers, multiplexers, detectors, switch filters, integrated assemblies and detector logarithmic video amplifiers (“DLVAs”). Microphase’s customers are comprised of the U.S. military and allied militaries, and contractors to the U.S. military including prime contractors and sub-contractors. Microphase’s recent technology innovations are used in many significant U.S. Government defense programs, including the Polaris submarine, the F-16, the F-35 and the Predator drone. Other notable programs in which Microphase’s products were used include the Atlas Missile, Vanguard Missile, Polaris Missile System, SHRIKE Missile, ARM Missile, Patriot Missile System, THAAD (or Terminal High Altitude Area Defense), the Samos, Tiros, and Currier Space Probes, the B-1 Bomber, the FB-111, EA-6B, F-14, F-16, F-18, JAS Gripen fighter, and the F-35 joint strike fighter plane, and more recently drone programs including the Predator, the Reaper and the Shadow.

 

Microphase’s advanced technology products enable the ultra-sensitive detection and high precision video amplification that are necessary in order to accurately recover the signals and facilitate use of the information received. These products include:

 

·filters that sort and clarify microwave signals, including multiplexers that are a series of filters combined in a single package;
·solid state amplifiers that amplify microwave signals;
·detectors and limiters that are semiconductor devices for detection of radar signals and protection of receivers from damage from high power signals and jamming;
·detector log video amplifiers that are fully integrated, ruggedized, “mil-spec” signal detection systems;
·integrated assemblies that combine multiple functions from a range of components and devices, including transmitters, receivers, filters, amplifiers, detectors, and other functionality into single, efficient, high performance, multifunction assemblies;
·electronic test and measurement probes;
·universal test and measurement test platforms and fixtures; and
·utility probes and antenna probes.

 

Manufacturing and Testing

 

Consistent with our strategy of focusing on custom design products and high-grade flexibility series products, we aim to maintain a high degree of flexibility in our manufacturing through the use of strategically focused contract manufacturers. We select contract manufacturers to ensure that they will meet our near-term cost, delivery, and quality goals. In addition, we believe these relationships will eventually give us access to new markets and beneficial cross-licensing opportunities. The competitive nature of the power supply industry has placed continual downward pressure on selling prices. In order to achieve our low-cost manufacturing goals with labor-intensive products, we have entered into manufacturing agreements with certain contract manufacturers domestically and in Asia.

 

We are continually improving our internal processes, while monitoring the processes of our contract manufacturers, to ensure the highest quality and consistent manufacturing of our power solutions. We test all of our products under stress operating conditions per defined test procedures we developed as part of the production process. This approach ensures that our customers can use our power supplies right out of the box. Customer specific testing services are offered with custom designed test stands to simulate operation within our customer applications.

 

Compliance with international safety agency standards is critical in every application, and power solutions play a major role in meeting these compliance requirements. Our safety engineers and quality assurance teams help ensure that our custom products are designed to meet all safety requirements and are appropriately documented to expedite safety approval processes.

 

Regulatory Requirements

 

We and our contract manufacturing partners are required to meet applicable regulatory, environmental, emissions, safety and other requirements where specified by the customer and accepted by us or as required by local regulatory or legal requirements. The products that we market and sell in Europe may be subject to the 2003 European Directive on Restriction of Hazardous Substances (“RoHS”), which restricts the use of six hazardous materials in the manufacturing of certain electronic and electrical equipment, as well as the 2002 European Directive on Waste Electrical and Electronic Equipment (“WEEE”), which determines collection, recycling and recovery goals for electrical goods. In July 2006, our industry began phasing in RoHS and WEEE requirements in most geographical markets with specific emphasis on consumer-based products. We believe that RoHS and WEEE-compliant components may be subject to longer lead-times and higher prices as the industry transitions to these new requirements.

 

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Some of our products are subject to ITAR regulation and restrictions, which is administered by the U.S. Department of State. ITAR controls not only the export of certain products specifically designed, modified, configured or adapted for military systems, but also the export of related technical data and defense services and foreign production. We obtain required export licenses for any exports subject to ITAR. Compliance with ITAR may require a prolonged period of time; if the process of obtaining required export licenses for products subject to ITAR is delayed, it could have a materially adverse effect on our business, financial condition, and operating results. Further, additional restrictions or charges may in the future be imposed by the United States or any other foreign country. In addition, from time to time, we enter into defense contracts to supply technology and products to foreign countries for programs that are funded and governed by the U.S. Foreign Military Financing program.

 

Sales and Marketing

 

We market our products directly through our internal sales force as well as through our channel partners including independent manufacturer representatives and distributors.  Each manufacturing representative promotes our products in a particular assigned geographic territory.  Generally, the manufacturing representatives have the opportunity to earn exclusive access to all potential customers in the assigned territory as a result of achieving their marketing and sales goals as defined in the representative agreement. Our manufacturer representative agreements provide for a commission equal to 5% of gross sales of new “design-in” and 1.75% to 2.0% of gross sales for retention, payable after products are shipped to the customer in the assigned territory. Typically, either we or the manufacturing representatives are entitled to terminate the manufacturing representative agreement upon 30 days’ written notice.

 

We provide comprehensive collateral including product data sheets, participation in trade shows, and our websites, www.digipwr.com and www.microphase.com. We use our website to emphasize our capabilities and marketing direction. All products specifications are uploaded onto our websites and accessible to the marketplace. We will continue to enhance our websites by adding more features and functionalities, such as e-commerce, that will allow our customers to make direct purchases through our website. Our future promotional activities will likely include advertising in industry-specific publications, as well as public relations for our new products.

 

Engineering and Technology

 

Our engineering and product development efforts are primarily directed toward developing new products in connection with custom product design and modification of our standard power systems to provide a broad array of individual models.

 

Our new custom product solutions are driven by our ability to provide to our customers advanced technology that meets their product needs and supports special operation and environmental requirements, with a short turnaround time and a very competitive price point. We believe that we are successfully executing our strategic account focus, as evidenced by the award of second and third generation product development contracts from some of these customers. Our standard contract for custom power solutions includes a multi-year high-volume production forecast that could allow us to secure long-term production guarantees while providing an environment that promotes the development of our IP portfolio.

 

We also outsource some of our product development projects to engineering partners in order to achieve the best technological and product design results for the targeted application customer requirements. When required, we also modify standard products to meet specific customer requirements, including, but not limited to, redesigning commercial products to meet MIL-STD requirements for military applications based on commercial off the shelf (“COTS”) products and for other customized product requirements, when applicable. We continually seek to improve our product power density, adaptability, and efficiency, while attempting to anticipate changing market demands for increased functionality, such as PFC controlled DSP, customized firmware and improved EMI (electromagnetic interference) filtering. We continue to attempt to differentiate all of our products from commodity-type products by enhancing, modifying and customizing our existing product portfolio, using our engineering integrating laboratory located in California.

 

Competition

 

The power system solutions industry is highly fragmented and characterized by intense competition. Our competition includes hundreds of companies located throughout the world, some of which have advantages over us in terms of labor and component costs, and some of which may offer products superior or comparable in quality to ours. Many of our competitors, including Bel Fuse, Artesyn Embedded Technologies, TDK-Lambda, Delta Electronics, Murata and Mean-Well Power Supplies, have substantially greater fiscal and marketing resources and geographic presence than we do. If we are successful in increasing our revenues, competitors may notice and increase competition efforts with our customers. We also face competition from current and prospective customers who may decide to internally design and manufacture power supplies needed for their products.  Furthermore, certain larger OEMs tend to contract only with larger power supply manufacturers.

 

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We anticipate in the current economic situation, that additional competitors may enter into strategic alliances or even acquisitions. Competition could thus become more problematic if consolidation trends in the electronics industry continue and some of the OEMs to which we sell our products are acquired by larger OEMs. To remain competitive, we must continue to compete favorably on the basis of value by providing reliable manufacturing, offering customer-driven engineering services including custom design and manufacturing, continuously improving quality and reliability levels, and offering flexible and reliable delivery schedules.

 

We believe that our power system solutions and advanced technology is superior to our competitors’ power supplies mainly because they use the latest power technology processing and controls which make these power supplies highly customized and efficient. The power-to-volume ratio, makes our power solutions more compact compared to what is offered by our competitors and is suitable in custom infrastructures to meet our customers’ requirements.

 

Another advantage of our power system solutions product line is based on the “Flexible” series that employs adjustable power range and a selectable number of output product design platforms. We believe we have a competitive position with our targeted customers that need a high-quality, compact product, which can be readily modified to meet the customer’s unique requirements. We have designed the base model power system platform so that it can be quickly and economically modified and adapted to the specific power needs of any hosting platform or OEM. This “flexibility” approach has allowed us to provide samples of modified power systems to OEM customers only a few days after initial consultation, an important capability given the emphasis placed by OEMs on “time to market.” It also results in very low non-recurring engineering (“NRE”) expenses. Because of reduced NRE expenses, we do not generally charge our OEM customers for NRE related to tailoring a power system to a customer’s specific requirements. We believe this gives us an advantage over our competitors, many of which charge their customers for NRE expenses.

 

The markets in which Microphase operates is also highly competitive and sensitive to technological advances. Many of Microphase’s competitors are larger than it is and maintain higher levels of expenditures for research and development. Principal competitive factors in Microphase’s markets are product quality and reliability; technological capabilities; service; past performance; ability to develop and implement complex, integrated solutions; ability to meet delivery schedules; the effectiveness of third-party sales channels in international markets; and cost-effectiveness.

 

In the RF Communications market, principal competitors for filter components products include K& L Microwave, a Dover company located in Salisbury, MD; RS Microwave, a privately held company headquartered in Butler, NJ; Lorch Microwave of Salisbury, MD, a member of the Smith Group, a global technology company listed on the London Stock Exchange; and Delta Diversified Products, a private company based in Arizona.

 

In the Video amplifier segment, principal competitors for Detector Log Video Amplifier Sensor products include American Microwave Corporation, a privately held company headquartered in Frederick, MD; Akon Inc., a privately held company based in San Jose, CA; Planar Monolithics Industries, a privately held company based in Frederick, MD; L-3 Narda-Miteq, a subsidiary of L-3 Communications Inc., a publicly traded company based in New York, NY; and Signal Technology, a subsidiary of Crane Co., a publicly traded company based in Stamford, CT.

 

Raw Materials

 

The raw materials for power supplies principally consist of electronic components. These raw materials are available from a variety of sources, and thus we are not dependent on any one supplier.  We generally allow our subcontractors to purchase components based on orders received or forecasts to minimize our risk of unusable inventory. To the extent necessary, we may allow them to procure materials prior to orders received to obtain shorter lead times and to achieve quantity discounts following a risk assessment.  In addition, we have decided to directly procure certain long lead-time electronic components in an effort to reduce our lead-time.

 

Many raw material vendors have reduced capacities, closed production lines and, in some cases, discontinued operations. As a result, some materials are no longer available to support some of our products requiring us to search for cross materials or, in certain circumstances, redesign some of our products to conform to currently available materials.

 

Intellectual Property

 

We rely upon a combination of trade secrets, industry expertise, confidential procedures, and contractual provisions to protect our intellectual property. We believe that because our products are continually updated and revised, obtaining patents would be costly and not beneficial. However, in the future, as we continue to develop unique core technology, we may seek to obtain patents for some of the core technology.  On July 10, 2012, our trademark, “DP Digital Power Flexible Power” was registered with the United States Patent and Trademark Office.

 

In conjunction with our majority acquisition of Microphase, we concluded that because of the industry recognition of the Microphase trademark and trade name, which has been around for nearly 60 years, the tradename and trademark represented a significant intellectual property asset.

 

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Research and Development

 

During the years ended December 31, 2018 and 2017, we spent approximately $1,430,538 and $1,119,745, respectively, on research and development.

 

Employees

 

As of December 31, 2018, we had 248 employees located in the United States, the United Kingdom and Israel, of whom 73 were engaged in engineering and product development, 10 in sales and marketing, 134 in general operations and 31 in general administration and finance. All but 3 of these employees are employed on a full-time basis. None of our employees is currently represented by a trade union. We consider our relations with our employees to be good.

 

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ITEM 1A.RISK FACTORS

 

An investment in our common stock involves significant risks. You should carefully consider the following risks and all other information set forth in this Annual Report before deciding to invest in our common stock. If any of the events or developments described below occurs, our business, financial condition and results of operations may suffer. In that case, the value of our common stock may decline and you could lose all or part of your investment.

 

You should consider each of the following risk factors and any other information set forth in this Annual Report and the other reports filed by the Company with the Securities and Exchange Commission (the “SEC”), including the Company’s financial statements and related notes, in evaluating the Company’s business and prospects. The risks and uncertainties described below are not the only ones that impact on the Company’s operations and business. Additional risks and uncertainties not presently known to the Company, or that the Company currently considers immaterial, may also impair its business or operations. If any of the following risks actually occurs, the Company’s business and financial condition, results or prospects could be harmed. Please also read carefully the section “Forward-Looking Statements” at the beginning of this Annual Report.

 

Risks Related to Our Company

 

We have historically incurred significant losses and our financial situation creates doubt whether we will continue as a going concern.

 

We have historically experienced operating and net losses and anticipate continuing to experience such losses in the future. For the years ended December 31, 2018 and 2017, we had an operating loss of $19,605,456 and $5,983,045 and net losses of $32,982,201 and $10,895,049, respectively. As of December 31, 2018 and 2017, we had a working capital deficiency of $18,445,302 and $2,234,695, respectively. There are no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available we may be forced to discontinue operations, which would cause investors to lose their entire investment.

 

We expect to continue to incur losses for the foreseeable future and need to raise additional capital to continue business development initiatives and to support our working capital requirements. For example, in March 2017, we were awarded a 3-year, $50 million purchase order by MTIX Ltd. (“MTIX”) to manufacture, install and service the Multiplex Laser Surface Enhancement (“MLSE”) plasma-laser system. We believe that the MLSE purchase order will be a source of revenue and generate significant cash flows for us. However, if we are unable to raise additional capital, we may be required to curtail operations and take additional measures to reduce costs, including reducing our workforce, eliminating outside consultants and reducing legal fees in order to conserve cash in amounts sufficient to sustain operations and meet our obligations. As a result of these financing uncertainties, during the year ended December 31, 2018, we recognized that our dependence on ongoing capital requirements to fund our operations raise substantial doubt about our ability to continue as a going concern. Our ongoing capital requirements have only increased since then, meaning that substantial doubt about our ability to continue as a going concern remains and will likely do so for the foreseeable future.

 

We will need to raise additional capital to fund our operations in furtherance of our business plan.

 

Until we are profitable, we will need to quickly raise additional capital in order to fund our operations in furtherance of our business plan. The proposed financing may include shares of common stock, shares of preferred stock, warrants to purchase shares of common stock or preferred stock, debt securities, units consisting of the foregoing securities, equity investments from strategic development partners or some combination of each. Any additional equity financings may be financially dilutive to, and will be dilutive from an ownership perspective to our stockholders, and such dilution may be significant based upon the size of such financing. Additionally, we cannot assure that such funding will be available on a timely basis, in needed quantities, or on terms favorable to us, if at all.

 

Our limited operating history makes it difficult to evaluate our future business prospects and to make decisions based on of our historical performance.

 

Although our executive officers have been engaged in the industries in which we operate for varying degrees of time, we did not begin operations of our current business until recently. We have a very limited operating history in our current form, which makes it difficult to evaluate our business on the basis of historical operations. As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data. Reliance on our historical results may not be representative of the results we will achieve, and for certain areas in which we operate, principally those unrelated to defense contracting, will not be indicative at all. Because of the uncertainties related to our lack of historical operations, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in sales, product costs or expenses. If we make poor budgetary decisions as a result of unreliable historical data, we could be less profitable or incur losses, which may result in a decline in our stock price.

 

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We have an evolving business model, which increases the complexity of our business.

 

Our business model has evolved in the past and continues to do so. In prior years we have added additional types of services and product offerings and in some cases we have modified or discontinued those offerings. We intend to continue to try to offer additional types of products or services, and we do not know whether any of them will be successful. From time to time we have also modified aspects of our business model relating to our product mix. We do not know whether these or any other modifications will be successful. The additions and modifications to our business have increased the complexity of our business and placed significant strain on our management, personnel, operations, systems, technical performance, financial resources, and internal financial control and reporting functions. Future additions to or modifications of our business are likely to have similar effects. Further, any new business or website we launch that is not favorably received by the market could damage our reputation or our brand. The occurrence of any of the foregoing could have a material adverse effect on our business.

 

We are a holding company whose subsidiaries are given certain degree of independence and our failure to integrate our subsidiaries may adversely affect our financial condition.

 

We have given our subsidiary companies and their executives a certain degree of independence in decision-making. On the one hand, this independence may increase the sense of ownership at all levels, on the other hand it has also increased the difficulty of the integration of operation and management, which has resulted in increased difficulty of management integration. In the event we are not able to successfully manage our subsidiaries this will result in operating difficulties and have a negative impact on our business.

 

Our independent auditors have expressed doubt about our ability to continue as a going concern. If we do not continue as a going concern, investors will lose their entire investment.

 

In its report on our financial statements included in this Annual Report, our independent auditors have expressed doubt about our ability to continue as a going concern. Our ability to continue as a going concern is an issue raised as a result of ongoing operating losses and a lack of financing commitments then in place to meet expected cash requirements. Our ability to continue as a going concern is subject to our ability to generate a profit and/or obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, increasing sales or obtaining loans and grants from various financial institutions where possible. If we do not continue as a going concern, investors will lose their entire investment.

 

Our inability to successfully integrate new acquisitions could adversely affect our combined business; our operations are widely disbursed.

 

Our growth strategy through acquisitions is fraught with risk. On June 2, 2017, we acquired a majority interest in Microphase and on May 23, 2018 we acquired Enertec Systems 2001 Ltd. (“Enertec”). Our strategy and business plan is dependent on our ability to successfully integrate Microphase’s, Enertec’s and our other acquisition’s operations. In addition, while we are based in Newport Beach, CA, Microphase’s operations are located in Shelton, Connecticut, Enertec’s operations are located in Karmiel, Israel and DP Limited’s (doing business as Gresham Power Electronics) operations are located in Salisbury, England. These distant locations and others that we may become involved with in the future will stretch our resources and management time. Further, failure to quickly and adequately integrate all of these operations and personnel could adversely affect our combined business and our ability to achieve our objectives and strategy. No assurance can be given that we will realize synergies in the areas we currently operate.

 

If we make any additional acquisitions, they may disrupt or have a negative impact on our business.

 

We have plans to eventually make additional acquisitions beyond Microphase and Enertec. Whenever we make acquisitions, we could have difficulty integrating the acquired companies’ personnel and operations with our own. In addition, the key personnel of the acquired business may not be willing to work for us. We cannot predict the effect expansion may have on our core business. Regardless of whether we are successful in making an acquisition, the negotiations could disrupt our ongoing business, distract our management and employees and increase our expenses. In addition to the risks described above, acquisitions are accompanied by a number of inherent risks, including, without limitation, the following:

 

  · difficulty of integrating acquired products, services or operations;
  · potential disruption of the ongoing businesses and distraction of our management and the management of acquired companies;
  · difficulty of incorporating acquired rights or products into our existing business;
  · difficulties in disposing of the excess or idle facilities of an acquired company or business and expenses in maintaining such facilities;
  · difficulties in maintaining uniform standards, controls, procedures and policies;

 

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  · potential impairment of relationships with employees and customers as a result of any integration of new management personnel;
  · potential inability or failure to achieve additional sales and enhance our customer base through cross-marketing of the products to new and existing customers;
  · effect of any government regulations which relate to the business acquired; and
  · potential unknown liabilities associated with acquired businesses or product lines, or the need to spend significant amounts to retool, reposition or modify the marketing and sales of acquired products or the defense of any litigation, whether or not successful, resulting from actions of the acquired company prior to our acquisition. 

  

Our business could be severely impaired if and to the extent that we are unable to succeed in addressing any of these risks or other problems encountered in connection with these acquisitions, many of which cannot be presently identified, these risks and problems could disrupt our ongoing business, distract our management and employees, increase our expenses and adversely affect our results of operations.

 

No assurance of successful expansion of operations.

 

Our significant increase in the scope and the scale of our operations, including the hiring of additional personnel, has resulted in significantly higher operating expenses. We anticipate that our operating expenses will continue to increase. Expansion of our operations may also make significant demands on our management, finances and other resources. Our ability to manage the anticipated future growth, should it occur, will depend upon a significant expansion of our accounting and other internal management systems and the implementation and subsequent improvement of a variety of systems, procedures and controls. We cannot assure that significant problems in these areas will not occur. Failure to expand these areas and implement and improve such systems, procedures and controls in an efficient manner at a pace consistent with our business could have a material adverse effect on our business, financial condition and results of operations. We cannot assure that attempts to expand our marketing, sales, manufacturing and customer support efforts will succeed or generate additional sales or profits in any future period. As a result of the expansion of our operations and the anticipated increase in our operating expenses, along with the difficulty in forecasting revenue levels, we expect to continue to experience significant fluctuations in its results of operations.

 

We may be unable to successfully expand our production capacity, which could result in material delays, quality issues, increased costs and loss of business opportunities, which may negatively impact our product margins and profitability.

 

Part of our future growth strategy is to increase our production capacity to meet increasing demand for our goods. Assuming we obtain sufficient funding to increase our production capacity, any projects to increase such capacity may not be constructed on the anticipated timetable or within budget. We may also experience quality control issues as we implement any production upgrades. Any material delay in completing these projects, or any substantial cost increases or quality issues in connection with these projects could materially delay our ability to bring our products to market and adversely affect our business, reduce our revenue, income and available cash, all of which could harm our financial condition.

 

If we fail to establish and maintain an effective system of internal control over financial reporting, we may not be able to report our financial results accurately or prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock. 

 

Effective internal control over financial reporting is necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operations and access to capital. We have also experienced complications reporting as a result of material weaknesses which resulted in the restatement of our Form 10-Q for the quarterly period ended June 30, 2017, which was filed with the SEC on August 21, 2017, and amended on November 14, 2017. We have carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the most recent period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

 

A material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Audit Standard No. 5, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that as of December 31, 2018 our internal controls over financial reporting (“ICFR”) were not effective at the reasonable assurance level:

 

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  1. We do not have sufficient resources in our accounting function, which restricts our ability to gather, analyze and properly review information related to financial reporting in a timely manner. In addition, due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties during our assessment of our disclosure controls and procedures and concluded that the control deficiency that resulted represented a material weakness.

 

  2. We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely communication between non–financial and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness.

 

Planned Remediation

 

Management, in coordination with the input, oversight and support of our Board of Directors, has identified the measures below to strengthen our control environment and internal control over financial reporting.

 

During January 2018 we hired a new Chief Financial Officer and engaged the services of a financial accounting advisory firm. During September 2018, we hired a Chief Accounting Officer and in January 2019, we hired a Senior Vice President of Finance. We have tasked these individuals with expanding and monitoring the Company’s internal controls, to provide an additional level of review of complex financial issues and to assist with financial reporting. Further, as we continue to expand our internal accounting department, the Chairman of the Audit Committee shall perform the following:

 

·assists with documentation and implementation of policies and procedures and monitoring of controls,

 

·reviews all anticipated transactions that are not considered in the ordinary course of business to assist in the early identification of accounting issues and ensure that appropriate disclosures are made in the Company’s financial statements

 

We are currently working to improve and simplify our internal processes and implement enhanced controls, as discussed above, to address the material weaknesses in our internal control over financial reporting and to remedy the ineffectiveness of our disclosure controls and procedures.

 

If our accounting controls and procedures are circumvented or otherwise fail to achieve their intended purposes, our business could be seriously harmed.

 

We evaluate our disclosure controls and procedures as of the end of each fiscal quarter, and are annually reviewing and evaluating our internal control over financial reporting in order to comply with the Commission’s rules relating to internal control over financial reporting adopted pursuant to the Sarbanes-Oxley Act of 2002. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. If we fail to maintain effective internal control over financial reporting or our management does not timely assess the adequacy of such internal control, we may be subject to regulatory sanctions, and our reputation may decline.

 

We face significant competition, including changes in pricing.

 

The markets for our products are both competitive and price sensitive. Many competitors have significant financial, operations, sales and marketing resources, plus experience in research and development, and compete with us by offering lower prices. Competitors could develop new technologies that compete with our products to achieve a lower unit price. If a competitor develops lower cost superior technology or cost-effective alternatives to our products and services, our business could be seriously harmed.

 

The markets for some of our products are also subject to specific competitive risks because these markets are highly price competitive. Our competitors have competed in the past by lowering prices on certain products. If they do so again, we may be forced to respond by lowering our prices. This would reduce sales revenues and increase losses. Failure to anticipate and respond to price competition may also impact sales and aggravate losses.

 

Many of our competitors are larger and have greater financial and other resources than we do.

 

Our products compete and will compete with similar if not identical products produced by our competitors. These competitive products could be marketed by well-established, successful companies that possess greater financial, marketing, distribution personnel, and other resources than we do. Using said resources, these companies can implement extensive advertising and promotional campaigns, both generally and in response to specific marketing efforts by competitors. They can introduce new products to new markets more rapidly. In certain instances, competitors with greater financial resources may be able to enter a market in direct competition with us, offering attractive marketing tools to encourage the sale of products that compete with our products or present cost features that consumers may find attractive. 

 

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Our growth strategy is subject to a significant degree of risk.

 

Our growth strategy through acquisitions involves a significant degree of risk. Some of the companies that we have identified as acquisition targets or make a significant investment in may not have a developed business or are experiencing inefficiencies and incur losses. Therefore, we may lose our investment in the event that these companies’ businesses do not develop as planned or that we are unable to achieve the cost efficiencies or reduction of losses as anticipated.

 

Further, in order to implement our growth plan, we have hired additional staff and consultants to review potential investments and implement our plan. As a result, we have substantially increased our infrastructure and costs. If we fail to quickly find new companies that provide revenue to offset our costs, we will continue to experience losses. No assurance can be given that our product development and investments will produce sufficient revenues to offset these increases in expenditures. 

 

Our business and operations are growing rapidly. If we fail to effectively manage our growth, our business and operating results could be harmed.

 

We have experienced, and may continue to experience, rapid growth in our operations. This has placed, and may continue to place, significant demands on our management, operational and financial infrastructure. If we do not manage our growth effectively, the quality of our products and services could suffer, which could negatively affect our operating results. To effectively manage our growth, we must continue to improve our operational, financial and management controls and reporting systems and procedures. These systems improvements may require significant capital expenditures and management resources. Failure to implement these improvements could hurt our ability to manage our growth and our financial position.

 

Philou has certain rights to maintain its ownership interest in us

 

In connection with entering into a Series B Preferred Stock purchase agreement with Philou Ventures, LLC (“Philou”), we granted the right to Philou to participate in future offerings under substantially the same term of such offerings in order to allow Philou to maintain its ownership interest. If exercised by Philou, this contractual right granted to it has the effect of allowing Philou to maintain its interest in us and dilute existing stockholders’ ownership interests.

 

We are heavily dependent on our senior management, and a loss of a member of our senior management team could cause our stock price to suffer.

 

If we lose the services of Milton C. Ault III, our Chief Executive Officer, William B. Horne, our Chief Financial Officer, Amos Kohn, our President and the Chief Executive Officer of Coolisys, one of our principal subsidiaries and/or certain key employees, we may not be able to find appropriate replacements on a timely basis, and our business could be adversely affected. Our existing operations and continued future development depend to a significant extent upon the performance and active participation of these individuals and certain key employees. Although we have entered into employment agreements with Messrs. Ault, Horne and Kohn, and we may enter into employment agreements with additional key employees in the future, we cannot guarantee that we will be successful in retaining the services of these individuals. If we were to lose any of these individuals, we may not be able to find appropriate replacements on a timely basis and our financial condition and results of operations could be materially adversely affected.

 

We rely on highly skilled personnel and the continuing efforts of our executive officers and, if we are unable to retain, motivate or hire qualified personnel, our business may be severely disrupted.

 

Our performance largely depends on the talents, knowledge, skills, know-how and efforts of highly skilled individuals and in particular, the expertise held by our Chief Executive Officer, Milton C. Ault III. His absence, were it to occur, would materially and adversely impact development and implementation of our projects and businesses. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of our organization. Our continued ability to compete effectively depends on our ability to attract, among others, new technology developers and to retain and motivate our existing contractors. If one or more of our executive officers are unable or unwilling to continue in their present positions, we may not be able to replace them readily, if at all. Therefore, our business may be severely disrupted, and we may incur additional expenses to recruit and retain new officers. In addition, if any of our executives joins a competitor or forms a competing company, we may lose some customers.

 

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Our operating results may vary from quarter to quarter.

 

Our operating results have in the past been subject to quarter-to-quarter fluctuations, and we expect that these fluctuations will continue, and may increase in magnitude, in future periods. Demand for our products is driven by many factors, including the availability of funding for our products in our customers’ capital budgets. There is a trend for some of our customers to place large orders near the end of a quarter or fiscal year, in part to spend remaining available capital budget funds. Seasonal fluctuations in customer demand for our products driven by budgetary and other concerns can create corresponding fluctuations in period-to-period revenues, and we therefore cannot assure you that our results in one period are necessarily indicative of our revenues in any future period. In addition, the number and timing of large individual sales and the ability to obtain acceptances of those sales, where applicable, have been difficult for us to predict, and large individual sales have, in some cases, occurred in quarters subsequent to those we anticipated, or have not occurred at all. The loss or deferral of one or more significant sales in a quarter could harm our operating results for such quarter. It is possible that, in some quarters, our operating results will be below the expectations of public market analysts or investors. In such events, or in the event adverse conditions prevail, the market price of our common stock may decline significantly.

 

We may be classified as an inadvertent investment company.

 

We are not engaged in the business of investing, reinvesting, or trading in securities, and we do not hold ourselves out as being engaged in those activities. Under the Investment Company Act, however, a company may be deemed an investment company under section 3(a)(1)(C) of the Investment Company Act if the value of its investment securities is more than 40% of its total assets (exclusive of government securities and cash items) on a consolidated basis.

 

We have commenced digital asset mining, the output of which is cryptocurrencies, which the Commission has indicated it deems a security. In the event that the digital assets held by us exceed 40% of our total assets, exclusive of cash, we inadvertently become an investment company. An inadvertent investment company can avoid being classified as an investment company if it can rely on one of the exclusions under the Investment Company Act. One such exclusion, Rule 3a-2 under the Investment Company Act, allows an inadvertent investment company a grace period of one year from the earlier of (a) the date on which an issuer owns securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis and (b) the date on which an issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of government securities and cash items) on an unconsolidated basis. We are putting in place policies that we expect will work to keep the investment securities held by us at less than 40% of our total assets, which may include acquiring assets with our cash, liquidating our investment securities or seeking a no-action letter from the Commission if we are unable to acquire sufficient assets or liquidate sufficient investment securities in a timely manner.

 

As Rule 3a-2 is available to a company no more than once every three years, and assuming no other exclusion were available to us, we would have to keep within the 40% limit for at least three years after we cease being an inadvertent investment company. This may limit our ability to make certain investments or enter into joint ventures that could otherwise have a positive impact on our earnings. In any event, we do not intend to become an investment company engaged in the business of investing and trading securities.

 

Classification as an investment company under the Investment Company Act requires registration with the Commission. If an investment company fails to register, it would have to stop doing almost all business, and its contracts would become voidable. Registration is time consuming and restrictive and would require a restructuring of our operations, and we would be very constrained in the kind of business we could do as a registered investment company. Further, we would become subject to substantial regulation concerning management, operations, transactions with affiliated persons and portfolio composition, and would need to file reports under the Investment Company Act regime. The cost of such compliance would result in our incurring substantial additional expenses, and the failure to register if required would have a materially adverse impact to conduct our operations.

 

We will not be able to successfully execute our business strategy if we are deemed to be an investment company under the Investment Company Act.

 

U.S. companies that have more than 100 stockholders or are publicly traded in the U.S. and are, or hold themselves out as being, engaged primarily in the business of investing, reinvesting or trading in securities are subject to regulation under the Investment Company Act.  Unless a substantial part of our assets consists of, and a substantial part of our income is derived from, interests in majority-owned subsidiaries and companies that we primarily control, we may be required to register and become subject to regulation under the Investment Company Act.  If bitcoin and other virtual currencies were to be deemed securities for purposes of the Investment Company Act, or if we were deemed to own but not operate one or more of our other subsidiaries, we would have difficulty avoiding classification and regulation as an investment company.

 

If we were deemed to be, and were required to register as, an investment company, we would be forced to comply with substantive requirements under the Investment Company Act, including limitations on our ability to borrow, limitations on our capital structure; restrictions on acquisitions of interests in associated companies, prohibitions on transactions with affiliates, restrictions on specific investments, and compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations.  If we were forced to comply with the rules and regulations of the Investment Company Act, our operations would significantly change, and we would be prevented from successfully executing our business strategy.  To avoid regulation under the Investment Company Act and related rules promulgated by the Commission, we could need to sell bitcoin and other assets which we would otherwise want to retain and could be unable to sell assets which we would otherwise want to sell.  In addition, we could be forced to acquire additional, or retain existing, income-generating or loss-generating assets which we would not otherwise have acquired or retained and could need to forgo opportunities to acquire bitcoin and other assets that would benefit our business.  If we were forced to sell, buy or retain assets in this manner, we could be prevented from successfully executing our business strategy.

 

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Securitization of our assets subjects us to various risks.

 

We may securitize assets to generate cash for funding new investments. We refer to the term securitize to describe a form of leverage under which a company (sometimes referred to as an “originator” or “sponsor”) transfers income producing assets to a single-purpose, bankruptcy-remote subsidiary (also referred to as a “special purpose entity” or “SPE”), which is established solely for the purpose of holding such assets and entering into a structured finance transaction. The SPE would then issue notes secured by such assets. The special purpose entity may issue the notes in the capital markets either publicly or privately to a variety of investors, including banks, non-bank financial institutions and other investors. There may be a single class of notes or multiple classes of notes, the most senior of which carries less credit risk and the most junior of which may carry substantially the same credit risk as the equity of the SPE.

 

An important aspect of most debt securitization transactions is that the sale and/or contribution of assets into the SPE be considered a true sale and/or contribution for accounting purposes and that a reviewing court would not consolidate the SPE with the operations of the originator in the event of the originator's bankruptcy based on equitable principles. Viewed as a whole, a debt securitization seeks to lower risk to the note purchasers by isolating the assets collateralizing the securitization in an SPE that is not subject to the credit and bankruptcy risks of the originator. As a result of this perceived reduction of risk, debt securitization transactions frequently achieve lower overall leverage costs for originators as compared to traditional secured lending transactions.

 

In accordance with the above description, to securitize loans, we may create a wholly owned subsidiary and contribute a pool of our assets to such subsidiary. The SPE may be funded with, among other things, whole loans or interests from other pools and such loans may or may not be rated. The SPE would then sell its notes to purchasers whom we would expect to be willing to accept a lower interest rate and the absence of any recourse against us to invest in a pool of income producing assets to which none of our creditors would have access. We would retain all or a portion of the equity in the SPE. An inability to successfully securitize portions of our portfolio or otherwise leverage our portfolio through secured and unsecured borrowings could limit our ability to grow our business and fully execute our business strategy, and could decrease our earnings, if any. However, the successful securitization of portions of our portfolio exposes us to a risk of loss for the equity we retain in the SPE and might expose us to greater risk on our remaining portfolio because the assets we retain may tend to be those that are riskier and more likely to generate losses. A successful securitization may also impose financial and operating covenants that restrict our business activities and may include limitations that could hinder our ability to finance additional loans and investments. The Investment Company Act may also impose restrictions on the structure of any securitizations.

 

Interests we hold in the SPE, if any, will be subordinated to the other interests issued by the SPE. As such, we will only receive cash distributions on such interests if the SPE has made all cash interest and other required payments on all other interests it has issued. In addition, our subordinated interests will likely be unsecured and rank behind all of the secured creditors, known or unknown, of the SPE, including the holders of the senior interests it has issued. Consequently, to the extent that the value of the SPE's portfolio of assets has been reduced as a result of conditions in the credit markets, or as a result of defaults, the value of the subordinated interests we retain would be reduced. Securitization imposes on us the same risks as borrowing except that our risk in a securitization is limited to the amount of subordinated interests we retain, whereas in a borrowing or debt issuance by us directly we would be at risk for the entire amount of the borrowing or debt issuance.

 

We may also engage in transactions utilizing SPEs and securitization techniques where the assets sold or contributed to the SPE remain on our balance sheet for accounting purposes. If, for example, we sell the assets to the SPE with recourse or provide a guarantee or other credit support to the SPE, its assets will remain on our balance sheet. Consolidation would also generally result if we, in consultation with the SEC, determine that consolidation would result in a more accurate reflection of our assets, liabilities and results of operations. In these structures, the risks will be essentially the same as in other securitization transactions but the assets will remain our assets for purposes of the limitations described above on investing in assets that are not qualifying assets and the leverage incurred by the SPE will be treated as borrowings incurred by us for purposes of our limitation on the issuance of senior securities.

 

We may not be able to utilize our net operating loss carry forwards.

 

At December 31, 2018, we had Federal net operating loss carry forwards (“NOLs”) for income tax purposes of approximately $43,051,999, expiring through 2037. However, we do not know if or when we will have any earnings and capital gains against which we could apply these carry forwards.  Furthermore, as a result of changes in the ownership of our common stock, our ability to use our federal NOLs will be limited under Internal Revenue Code Section 382.  State NOLs are subject to similar limitations in many cases.  As a result, our substantial NOLs may not have any value to us.

 

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Changes in the U.S. tax and other laws and regulations may adversely affect our business.

 

The U.S. government may revise tax laws, regulations or official interpretations in ways that could have a significant adverse effect on our business, including modifications that could reduce the profits that we can effectively realize from our international operations, or that could require costly changes to those operations, or the way in which they are structured.  For example, the effective tax rates for most U.S. companies reflect the fact that income earned and reinvested outside the U.S. is generally taxed at local rates, which may be much lower than U.S. tax rates.  If we expand abroad and there are changes in tax laws, regulations or interpretations that significantly increase the tax rates on non-U.S. income, our effective tax rate could increase and our profits could be reduced.  If such increases resulted from our status as a U.S. company, those changes could place us at a disadvantage to our non-U.S. competitors if those competitors remain subject to lower local tax rates.

 

Recently enacted U.S. tax reform legislation known colloquially as the “Tax Cuts and Jobs Act,” among other things, makes significant changes to the rules applicable to the taxation of corporations, such as changing the corporate tax rate to a flat 21% rate, modifying the rules regarding limitations on certain deductions for executive compensation, introducing a capital investment deduction in certain circumstances, placing certain limitations on the interest deduction, modifying the rules regarding the usability of certain net operating losses, implementing a minimum tax on the “global intangible low-taxed income” of a “United States stockholder” of a “controlled foreign corporation,” modifying certain rules applicable to United States stockholders of controlled foreign corporations, imposing a deemed repatriation tax on certain earnings and adding certain anti-base erosion rules.  We are currently in the process of analyzing the effects of this new legislation on us and at this time the ultimate outcome of the new legislation on our business and financial condition is uncertain.  It is possible that the application of these new rules may have a material and adverse impact on our operating results, cash flows and financial condition.

 

Risks Related to Our Business and Industry - Overview

 

Technology changes rapidly in our business, and if we fail to anticipate new technologies, the quality, timeliness and competitiveness of our products will suffer.

 

Rapid technology changes in our industry require us to anticipate, sometimes years in advance, which technologies and/or distribution platforms our products must take advantage of in order to make them competitive in the market at the time they are released. Therefore, we usually start our product development with a range of technical development goals that we hope to be able to achieve. We may not be able to achieve these goals, or our competition may be able to achieve them more quickly than we can. In either case, our products may be technologically inferior to competitive products, or less appealing to consumers, or both. If we cannot achieve our technology goals within the original development schedule of our products, then we may delay products until these technology goals can be achieved, which may delay or reduce revenue and increase our development expenses. Alternatively, we may increase the resources employed in research and development in an attempt to accelerate our development of new technologies, either to preserve our product launch schedule or to keep up with our competition, which would increase our development expenses and adversely affect our operations and financial condition.

 

We are dependent upon our ability, and our contract manufacturers’ ability, to timely procure electronic components.

 

Because of the global economy, many raw material vendors have reduced capacities, closed production lines and, in some cases, even discontinued their operations. As a result, there is a global shortage of certain electronic or mineral components, which may extend our production lead-time and our production costs. Some materials are no longer available to support some of our products, thereby requiring us to search for cross materials or, even worse, redesign some of our products to support currently-available materials. Such redesign efforts may require certain regulatory and safety agency re-submittals, which may cause further production delays. While we have initiated actions that we believe will limit our exposure to such problems, the dynamic business conditions in many of our markets may challenge the solutions that have been put in place, and issues may recur in the future.

 

In addition, some of our products are manufactured, assembled and tested by third party subcontractors and contract manufacturers located in Asia. While we have had relationships with many of these third parties in the past, we cannot predict how or whether these relationships will continue in the future. In addition, changes in management, financial viability, manufacturing demand or capacity, or other factors, at these third parties could hurt our ability to manufacture our products.

 

Our strategic focus on our custom power supply solution competencies and concurrent cost reduction plans may be ineffective or may limit our ability to compete.

 

As a result of our strategic focus on custom power supply solutions, we will continue to devote significant resources to developing and manufacturing custom power supply solutions for a large number of customers, where each product represents a uniquely tailored solution for a specific customer’s requirements. Failure to meet these customer product requirements or a failure to meet production schedules and/or product quality standards may put us at risk with one or more of these customers. Moreover, changes in market conditions and strategic changes at the direction of our customers may affect their decision to continue to purchase from us. The loss of one or more of our significant custom power supply solution customers could have a material adverse impact on our revenues, business or financial condition.

 

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We have also implemented a series of initiatives designed to increase efficiency and reduce costs. While we believe that these actions will reduce costs, they may not be sufficient to achieve the required operational efficiencies that will enable us to respond more quickly to changes in the market or result in the improvements in our business that we anticipate. In such event, we may be forced to take additional cost-reducing initiatives, including those involving our personnel, which may negatively impact quarterly earnings and profitability as we account for severance and other related costs. In addition, there is the risk that such measures could have long-term adverse effects on our business by reducing our pool of talent, decreasing or slowing improvements in our products or services, making it more difficult for us to respond to customers, limiting our ability to increase production quickly if and when the demand for our solutions increases and limiting our ability to hire and retain key personnel. These circumstances could cause our earnings to be lower than they otherwise might be.

 

We depend upon a few major customers for a majority of our revenues, and the loss of any of these customers, or the substantial reduction in the quantity of products that they purchase from us, would significantly reduce our revenues and net income.

 

We currently depend upon a few major OEMs and other customers for a significant portion of our revenues. If our major OEM customers will reduce or cancel their orders scaling back some of their activities, our revenues and net income would be significantly reduced. Furthermore, diversions in the capital spending of certain of these customers to new network elements have and could continue to lead to their reduced demand for our products, which could, in turn, have a material adverse effect on our business and results of operations. If the financial condition of one or more of our major customers should deteriorate, or if they have difficulty acquiring investment capital due to any of these or other factors, a substantial decrease in our revenues would likely result. We are dependent on the electronic equipment industry, and accordingly will be affected by the impact on that industry of current economic conditions.

 

Substantially all of our existing customers are in the electronic equipment industry, and they manufacture products that are subject to rapid technological change, obsolescence, and large fluctuations in demand. This industry is further characterized by intense competition and volatility. The OEMs serving this industry are pressured for increased product performance and lower product prices. OEMs, in turn, make similar demands on their suppliers, such as us, for increased product performance and lower prices. Such demands may adversely affect our ability to successfully compete in certain markets or our ability to sustain our gross margins.

 

Our reliance on subcontract manufacturers to manufacture certain aspects of our products involves risks, including delays in product shipments and reduced control over product quality.

 

Since we do not own significant manufacturing facilities, we must rely on, and will continue to rely on, a limited number of subcontract manufacturers to manufacture our power supply products. Our reliance upon such subcontract manufacturers involves several risks, including reduced control over manufacturing costs, delivery times, reliability and quality of components, unfavorable currency exchange fluctuations, and continued inflationary pressures on many of the raw materials used in the manufacturing of our power supply products. If we were to encounter a shortage of key manufacturing components from limited sources of supply, or experience manufacturing delays caused by reduced manufacturing capacity, inability of our subcontract manufacturers to procure raw materials, the loss of key assembly subcontractors, difficulties associated with the transition to our new subcontract manufacturers or other factors, we could experience lost revenues, increased costs, and delays in, or cancellations or rescheduling of, orders or shipments, any of which would materially harm our business.

 

We outsource, and are dependent upon developer partners for, the development of some of our custom design products.

 

We made an operational decision to outsource some of our custom design products to numerous developer partners. This business structure will remain in place until the custom design volume justifies expanding our in house capabilities. Incomplete product designs that do not fully comply with the customer specifications and requirements might affect our ability to transition to a volume production stage of the custom designed product where the revenue goals are dependent on the high volume of custom product production. Furthermore, we rely on the design partners’ ability to provide high quality prototypes of the designed product for our customer approval as a critical stage to approve production.

 

We face intense industry competition, price erosion and product obsolescence, which, in turn, could reduce our profitability.

 

We operate in an industry that is generally characterized by intense competition. We believe that the principal bases of competition in our markets are breadth of product line, quality of products, stability, reliability and reputation of the provider, along with cost. Quantity discounts, price erosion, and rapid product obsolescence due to technological improvements are therefore common in our industry as competitors strive to retain or expand market share. Product obsolescence can lead to increases in unsaleable inventory that may need to be written off and, therefore, could reduce our profitability. Similarly, price erosion can reduce our profitability by decreasing our revenues and our gross margins. In fact, we have seen price erosion over the last several years on most of the products we sell, and we expect additional price erosion in the future.

 

Our future results are dependent on our ability to establish, maintain and expand our manufacturers’ representative OEM relationships and our other relationships.

 

We market and sell our products through domestic and international OEM relationships and other distribution channels, such as manufacturers’ representatives and distributors. Our future results are dependent on our ability to establish, maintain and expand our relationships with OEMs as well as with manufacturers’ representatives and distributors to sell our products. If, however, the third parties with whom we have entered into such OEM and other arrangements should fail to meet their contractual obligations, cease doing, or reduce the amount of their, business with us or otherwise fail to meet their own performance objectives, customer demand for our products could be adversely affected, which would have an adverse effect on our revenues.

 

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We may not be able to procure necessary key components for our products, or we may purchase too much inventory or the wrong inventory.

 

The power supply industry, and the electronics industry as a whole, can be subject to business cycles. During periods of growth and high demand for our products, we may not have adequate supplies of inventory on hand to satisfy our customers' needs. Furthermore, during these periods of growth, our suppliers may also experience high demand and, therefore, may not have adequate levels of the components and other materials that we require to build products so that we can meet our customers' needs. Our inability to secure sufficient components to build products for our customers could negatively impact our sales and operating results. We may choose to mitigate this risk by increasing the levels of inventory for certain key components. Increased inventory levels can increase the potential risk for excess and obsolescence should our forecasts fail to materialize or if there are negative factors impacting our customers’ end markets. If we purchase too much inventory or the wrong inventory, we may have to record additional inventory reserves or write-off the inventory, which could have a material adverse effect on our gross margins and on our results of operations.

 

Although we depend on sales of our legacy products for a meaningful portion of our revenues, these products are mature and their sales will decline.

 

A relatively large portion of our sales have historically been attributable to our legacy products. We expect that these products may continue to account for a meaningful percentage of our revenues for the foreseeable future. However, these sales are declining. Although we are unable to predict future prices for our legacy products, we expect that prices for these products will continue to be subject to significant downward pressure in certain markets for the reasons described above. Accordingly, our ability to maintain or increase revenues will be dependent on our ability to expand our customer base, to increase unit sales volumes of these products and to successfully, develop, introduce and sell new products such as custom design and value-added products. We cannot assure you that we will be able to expand our customer base, increase unit sales volumes of existing products or develop, introduce and/or sell new products.

 

Failure of our information technology infrastructure to operate effectively could adversely affect our business.

 

We depend heavily on information technology infrastructure to achieve our business objectives. If a problem occurs that impairs this infrastructure, the resulting disruption could impede our ability to record or process orders, manufacture and ship in a timely manner, or otherwise carry on business in the normal course. Any such events could cause us to lose customers or revenue and could require us to incur significant expense to remediate.

  

We are subject to certain governmental regulatory restrictions relating to our international sales.

 

Some of our products are subject to International Traffic In Arms Regulation (“ITAR”), which are interpreted, enforced and administered by the U.S. Department of State. ITAR regulation controls not only the export, import and trade of certain products specifically designed, modified, configured or adapted for military systems, but also the export of related technical data and defense services as well as foreign production. Any delays in obtaining the required export, import or trade licenses for products subject to ITAR regulation and rules could have a material adverse effect on our business, financial condition, and/or operating results. In addition, changes in United States export and import laws that require us to obtain additional export and import licenses or delays in obtaining export or import licenses currently being sought could cause significant shipment delays and, if such delays are too great, could result in the cancellation of orders. Any future restrictions or charges imposed by the United States or any other country on our international sales or foreign subsidiary could have a materially adverse effect on our business, financial condition, and/or operating results. In addition, from time to time, we have entered into contracts with the Israeli Ministry of Defense which were governed by the U.S. Foreign Military Financing program (“FMF”). Any such future sales would be subject to these regulations. Failure to comply with ITAR or FMF rules could have a material adverse effect on our financial condition, and/or operating results.

  

We depend on international operations for a substantial majority of our components and products.

 

We purchase a substantial majority of our components from foreign manufacturers and have a substantial majority of our commercial products assembled, packaged, and tested by subcontractors located outside the United States. These activities are subject to the uncertainties associated with international business operations, including trade barriers and other restrictions, changes in trade policies, governmental regulations, currency exchange fluctuations, reduced protection for intellectual property, war and other military activities, terrorism, changes in social, political, or economic conditions, and other disruptions or delays in production or shipments, any of which could have a materially adverse effect on our business, financial condition, and/or operating results.

 

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We depend on international sales for a portion of our revenues.

 

Sales to customers outside of North America accounted for 29.9% and 34.8% of net revenues for the years ended December 31, 2018 and 2017, and we expect that international sales will continue to represent a material portion of our total revenues. International sales are subject to the risks of international business operations as described above, as well as generally longer payment cycles, greater difficulty collecting accounts receivable, and currency restrictions. In addition, Gresham, our wholly-owned subsidiary in the United Kingdom, supports our European and other international customers, distributors, and sales representatives, and therefore is also subject to local regulation. International sales are also subject to the export laws and regulations of the United States and other countries.

 

Our sales and profitability may be affected by changes in economic, business and industry conditions.

 

If the economic climate in the United States or abroad deteriorates, customers or potential customers could reduce or delay their technology and entertainment investments. Reduced or delayed technology and entertainment investments could decrease our sales and profitability. In this environment, our customers may experience financial difficulty, cease operations and fail to budget or reduce budgets for the purchase of our products and professional services. This may lead to longer sales cycles, delays in purchase decisions, payment and collection, and can also result in downward price pressures, causing our sales and profitability to decline. In addition, general economic uncertainty and general declines in capital spending in the information technology sector make it difficult to predict changes in the purchasing requirements of our customers and the markets we serve. There are many other factors which could affect our business, including:

 

·The introduction and market acceptance of new technologies, products and services;
·New competitors and new forms of competition;
·The size and timing of customer orders (for retail distributed physical product); 
·The size and timing of capital expenditures by our customers; 
·Adverse changes in the credit quality of our customers and suppliers; 
·Changes in the pricing policies of, or the introduction of, new products and services by us or our competitors;
·Changes in the terms of our contracts with our customers or suppliers;
·The availability of products from our suppliers; and 
·Variations in product costs and the mix of products sold. 

 

These trends and factors could adversely affect our business, profitability and financial condition and diminish our ability to achieve our strategic objectives.

 

The sale of our products is dependent upon our ability to satisfy the proprietary requirements of our customers.

 

We depend upon a relatively narrow range of products for the majority of our revenue. Our success in marketing our products is dependent upon their continued acceptance by our customers. In some cases, our customers require that our products meet their own proprietary requirements. If we are unable to satisfy such requirements, or forecast and adapt to changes in such requirements, our business could be materially harmed.

 

The sale of our products is dependent on our ability to respond to rapid technological change, including evolving industry-wide standards, and may be adversely affected by the development, and acceptance by our customers, of new technologies which may compete with, or reduce the demand for, our products.

 

Rapid technological change, including evolving industry standards, could render our products obsolete. To the extent our customers adopt such new technology in place of our products, the sales of our products may be adversely affected. Such competition may also increase pricing pressure for our products and adversely affect the revenues from such products.

  

Our limited ability to protect our proprietary information and technology may adversely affect our ability to compete, and our products could infringe upon the intellectual property rights of others, resulting in claims against us, the results of which could be costly.

 

Many of our products consist entirely or partly of proprietary technology owned by us. Although we seek to protect our technology through a combination of copyrights, trade secret laws and contractual obligations, these protections may not be sufficient to prevent the wrongful appropriation of our intellectual property, nor will they prevent our competitors from independently developing technologies that are substantially equivalent or superior to our proprietary technology. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the United States. In order to defend our proprietary rights in the technology utilized in our products from third party infringement, we may be required to institute legal proceedings, which would be costly and would divert our resources from the development of our business. If we are unable to successfully assert and defend our proprietary rights in the technology utilized in our products, our future results could be adversely affected.

 

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Although we attempt to avoid infringing known proprietary rights of third parties in our product development efforts, we may become subject to legal proceedings and claims for alleged infringement from time to time in the ordinary course of business. Any claims relating to the infringement of third-party proprietary rights, even if not meritorious, could result in costly litigation, divert management’s attention and resources, require us to reengineer or cease sales of our products or require us to enter into royalty or license agreements which are not advantageous to us. In addition, parties making claims may be able to obtain an injunction, which could prevent us from selling our products in the United States or abroad.

  

If we are unable to satisfy our customers’ specific product quality, certification or network requirements, our business could be disrupted and our financial condition could be harmed.

 

Our customers demand that our products meet stringent quality, performance and reliability standards. We have, from time to time, experienced problems in satisfying such standards. Defects or failures have occurred in the past, and may in the future occur, relating to our product quality, performance and reliability. From time to time, our customers also require us to implement specific changes to our products to allow these products to operate within their specific network configurations. If we are unable to remedy these failures or defects or if we cannot effect such required product modifications, we could experience lost revenues, increased costs, including inventory write-offs, warranty expense and costs associated with customer support, delays in, or cancellations or rescheduling of, orders or shipments and product returns or discounts, any of which would harm our business.

  

If we ship products that contain defects, the market acceptance of our products and our reputation will be harmed and our customers could seek to recover their damages from us.

 

Our products are complex, and despite extensive testing, may contain defects or undetected errors or failures that may become apparent only after our products have been shipped to our customers and installed in their network or after product features or new versions are released. Any such defect, error or failure could result in failure of market acceptance of our products or damage to our reputation or relations with our customers, resulting in substantial costs for us and our customers as well as the cancellation of orders, warranty costs and product returns. In addition, any defects, errors, misuse of our products or other potential problems within or out of our control that may arise from the use of our products could result in financial or other damages to our customers. Our customers could seek to have us pay for these losses. Although we maintain product liability insurance, it may not be adequate.

 

Some of our business is subject to U.S. government procurement laws and regulations.

 

We must comply with certain laws and regulations relating to the formation, administration and performance of federal government contracts. These laws and regulations affect how we conduct business with our federal government contracts, including the business that we do as a subcontractor. In complying with these laws and regulations, we may incur additional costs, and non-compliance may lead to the assessment of fines and penalties, including contractual damages, or the loss of business.

  

Risks Related to Our Business and Industry – Digital Farms

 

We intend to develop an online cloud mining platform which may subject us to additional liabilities from our customers.

 

We intend to develop and offer a cloud mining platform to customers who prefer not to directly acquire and maintain crypto mining hardware. To date, we have offered the cloud mining platform to selected customers prior to offering the platform to the general public. The success of this business will be largely dependent on achieving sustainable revenues that are dependent on prices of the various currencies and controlling costs, which are primarily power and computer hardware.  In addition, through our management and administration of crypto mining equipment on behalf of our customers, we may become subject to actions from our customers seeking to recover for liabilities arising from, among other matters:

 

·erroneously accounting for proceeds from crypto mining activities;
·power, network or technology failures which prevent our miners from operating efficiently;
·delays in processing payments at times when there are significant fluctuations in the price of the cryptocurrencies; and
·hackers or other malicious groups or organizations targeting and attempting to interfere with our miners which could negatively affect the operations of such miners.

 

We may lose access to digital tokens and any cryptocurrency due to loss of private key(s), custodial error, or purchaser error.

 

A private key, or a combination of private keys, is necessary to control and dispose of cryptocurrency stored in a digital wallet or vault. Accordingly, loss of requisite private key(s) associated with a digital wallet or vault storing cryptocurrency will result in loss of such cryptocurrency. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a digital wallet or secure services that we use, may be able to misappropriate any digital token or cryptocurrency held by us. Any errors or malfunctions caused by or otherwise related to the digital wallet that we choose to receive and store cryptocurrency, including our failure to properly maintain or use such digital wallet or secure service, may also result in the loss of any cryptocurrency that we hold.  Additionally, any failure on our part to follow precisely the procedures for buying and receiving cryptocurrency, including, for instance, if it provides the wrong address for receiving cryptocurrency, may result in the loss of any cryptocurrency held or purchased by us.

  

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Hackers or other malicious groups or organizations may attempt to interfere with end users of digital tokens, or cryptocurrency, in a variety of ways.

 

Hackers or other malicious groups or organizations may target and attempt to interfere with end users of digital tokens, or cryptocurrency, in a variety of ways, including, but not limited to, end user attacks such as malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, although we utilize a closed system to mine cryptocurrency, there is a risk that a third party or one of our employees may intentionally or unintentionally introduce weaknesses into the core infrastructure, which could negatively affect us and any cryptocurrency with which we are involved.

 

We have discretion over the maintenance, storage and transmission of our cryptocurrency holdings. Currently investments and holdings in cryptocurrencies by our company are uninsured and, as a result, we may lose all of our money invested in cryptocurrencies without any recourse.

 

Unlike bank accounts or accounts at some other financial institutions, cryptocurrencies are generally uninsured unless an investor purchases private insurance to insure them or holds them with a vendor which provides insurance. Thus, in the event of loss or loss of utility value, there is no public insurer, such as the Securities Investor Protection Corporation or the Federal Deposit Insurance Corporation, to offer recourse to any investor, including our company, unless covered independently by private insurance arranged by us. Further, we have wide discretion over the storage of its cryptocurrency holdings. We intend to use various third party wallet providers, trust companies or others to hold its cryptocurrency holdings. We may have a high concentration of its cryptocurrency holdings in one location or with one third party wallet provider, which may be prone to losses arising out of hacking, loss of passwords, compromised access credentials, malware, cyber-attacks or other factors. We may not do detailed diligence on third party wallet providers and, as a result, may not be aware of all security vulnerabilities and risks. Certain third party wallet providers may not indemnify us against any losses thereby hurting our ability to recover losses from third party wallet providers. The systems in place to ensure the security of our company’s cryptocurrency holdings may not prevent the improper access to, damage or theft of our company’s holdings in cryptocurrencies. Further, a loss due to the storage of our company’s cryptocurrencies could harm our reputation or result in the loss of some or all of our company’s cryptocurrencies, including those assets held on behalf of customers for our online cloud mining platform.

 

The regulatory status of cryptocurrency and distributed ledger technology is unclear or unsettled in many jurisdictions and it is difficult to predict the impact future regulation may have on either.

 

The regulatory status of cryptocurrency and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including applicable cryptocurrency protocols.  Regulatory actions could negatively impact any cryptocurrency in various ways, including, for purposes of illustration only, through a determination that cryptocurrency are a regulated financial instrument that requires registration or licensing.

 

The tax characterization of cryptocurrency is uncertain.

 

Cryptocurrency holders may be required to pay taxes associated with the transactions contemplated herein, whether in the United States or in their home countries. It is the sole responsibility of cryptocurrency holders to comply with the tax laws of the United States and other jurisdictions applicable to them and pay all relevant taxes. The sale or other exchange of cryptocurrency, or the use of cryptocurrency to pay for goods or services, or holding cryptocurrency as an investment, generally has tax consequences that could result in tax liability. In 2014, the Internal Revenue Service issued guidance on the tax treatment of transactions using cryptocurrency, such as Bitcoin or other similar currencies.

  

The transfer of any cryptocurrency may be restricted, which may adversely affect its liquidity and the price at which it may be sold.

 

Cryptocurrency has not been, and will not be, registered under the Securities Act of 1933,as amended (the “Securities Act”) or the securities laws of any other jurisdiction and, unless so registered, may not be offered or sold except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act and any other applicable laws and regulations. These restrictions may limit the ability of investors to resell cryptocurrency. It is the responsibility of any holder of a digital token or a cryptocurrency to ensure that all offers and sales of cryptocurrency within the United States and other jurisdictions comply with all applicable laws and regulations.

 

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Cryptocurrency confers no governance rights in any entity.

 

Because cryptocurrencies confer no governance rights of any kind with respect to any entity with which such digital token or cryptocurrency may be associated, all decisions involving a related company will be made by the management and/or stockholders of such company at their sole discretion.  These decisions could adversely affect the utility or value of any applicable digital token or cryptocurrency.

 

There are unanticipated and unknown risks in buying and holding cryptocurrency and/or cryptographic tokens.

 

Digital tokens and various cryptocurrencies are a relatively new and untested technology. In addition to the risks specified in these risk factors, there are other risks associated with either our company’s purchase, holding and use of digital tokens and cryptocurrency cannot be anticipated. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this annual report. Since the price of Bitcoin reached its zenith in December of 2017, it has until very recently steadily declined, and has in management’s opinion been the principal cause of the very considerable decline in the market price of our common stock ever since.

 

Our decision to deal in cryptocurrencies, such as Bitcoin, may subject us to exchange risk and additional tax and regulatory requirements.

 

Bitcoin is not considered legal tender or backed by any government, and it has experienced price volatility, technological glitches and various law enforcement and regulatory interventions. The use of cryptocurrencies such as bitcoin has been prohibited or effectively prohibited in some countries. If we fail to comply with regulations or prohibitions applicable to us, we could face regulatory or other enforcement actions and potential fines and other consequences. From time to time, we may hold bitcoin and other cryptocurrencies directly, and we have exchange rate risk on the amounts we hold as well as the risks that regulatory or other developments may adversely affect the value of the cryptocurrencies we hold. The uncertainties regarding legal and regulatory requirements relating to cryptocurrencies or transactions utilizing cryptocurrencies, as well as potential accounting and tax issues, or other requirements relating to cryptocurrencies could have a material adverse effect on our business.

 

Various cryptocurrencies facilitate the use of anonymous transactions which could adversely affect us.

 

Although bitcoin and other cryptocurrency transaction details are logged on the blockchain, a buyer or seller of bitcoin may never know to whom the public key belongs or the true identity of the party with whom it is transacting. Some public key addresses are randomized sequences of alphanumeric characters that, standing alone, do not provide sufficient information to identify users. Transacting with a counterparty that is unknown to us, such as a party making illicit use of cryptocurrencies, could have an adverse effect on us or our reputation.

 

Our investment in Digital Farms, Inc. may expose us to risks under laws and regulations with which we do not have significant experience.

 

In 2017, we established our cryptocurrency business, which is pursuing a variety of digital currency. We anticipate mining the top ten cryptocurrencies for our own account. These include Bitcoin, Bitcoin Cash, Litecoin and Ethereum, along with other currencies that we consider to be in the top ten by market capitalization. Virtually every state in the U.S. regulates money transmitters and money services businesses. In some states the licensing requirements and regulations expressly cover companies engaged in digital currency activities; in other states it is not clear whether or how the existing laws and regulations apply to digital currency activities. Further, U.S. federal law requires registration of most such businesses with the Financial Crimes Enforcement Network (“FinCEN”). These licenses and registrations subject companies to various anti-money laundering, know-your-customer, record-keeping, reporting and capital and bonding requirements, limitations on the investment of customer funds, and inspection by state and federal regulatory agencies. Under U.S. federal law, it is a crime for a person, entity or business that is required to be registered with FinCEN or licensed in any state to fail to do so, even if the person, entity or business was unaware of the licensing requirement. Further, under U.S. federal law, anyone who owns all or part of an unlicensed money transmitting business is subject to civil and criminal penalties. The business in which we have invested has represented to us that it has not taken any action that could subject it to registration with FinCEN or to the licensing requirements in any state and has agreed that it will not do so until it has become properly licensed in all required states and registered with FinCEN. However, if the business makes an error, even inadvertently, we could be subject to potential civil and criminal penalties as a result. Any such penalties, or even the allegation of criminal activities, could have a material adverse effect on us and our business. Further, all of our foreign business activities expose us to a variety of risks, including risks under the Foreign Corrupt Practices Act.

  

U.S. and international regulatory changes or actions may restrict the use of or impose heightened regulatory burdens on cryptocurrency or the operation of cryptocurrency network based on currency, securities, or commodities regulations in a manner that adversely affects an investment in us.

 

Until recently, little or no regulatory attention has been directed toward cryptocurrency and the cryptocurrency networks by U.S. federal and state governments, foreign governments, and self-regulatory agencies. As cryptocurrency has grown in popularity and in market size, the Federal Reserve Board, U.S. Congress, and certain U.S. agencies (e.g., FinCEN and the Federal Bureau of Investigation) have begun to examine the operations of cryptocurrency networks, cryptocurrency users, and cryptocurrency exchange markets. Local state regulators such as the California Department of Financial Institutions and the New York State Department of Financial Services have also initiated examinations of Bitcoins, the Bitcoin Network, and the regulation thereof. Additionally, a U.S. federal magistrate judge in the U.S. District Court for the Eastern District of Texas has ruled that “Bitcoin is a currency or form of money,” two CFTC commissioners publicly expressed a belief that derivatives based on Bitcoins are subject to the same regulation as those based on commodities, and the IRS released guidance treating cryptocurrency as property that is not currency for U.S. federal income tax purposes, although there is no indication yet whether other courts or federal or state regulators will follow these asset classifications. There is a possibility of future regulatory change altering, perhaps to a material extent, the nature of an investment in us or our ability to continue to operate.

 

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Currently, the SEC has not formally asserted regulatory authority over cryptocurrency, cryptocurrency networks, or cryptocurrency trading and ownership. However, in testimony before the U.S. Senate Committee on Agriculture, Nutrition and Forestry on December 10, 2014, CFTC Chairman Timothy Massad stated that the CFTC believed it had jurisdiction over derivative instruments such as futures and swaps based on digital currencies. In 2015, the CFTC found virtual currencies such as Bitcoin to be commodities subject to oversight under its authority under the Commodity Exchange Act. Since then, the CFTC has taken action against unregistered Bitcoin futures exchanges; enforced the laws prohibiting wash trading and prearranged trades on a derivatives platform; issued proposed guidance on what is a derivative market and what is a spot market in the virtual currency context; issued warnings about valuations and volatility in spot virtual currency markets; and addressed a virtual currency Ponzi scheme. On May 21, 2018, the CFTC issued a joint staff advisory that gives exchanges and clearinghouses registered with the CFTC guidance for listing virtual currency derivative products. The advisory provides guidance on certain enhancements when listing a derivative contract based on virtual currency and clarifies the CFTC staffs’ priorities and expectations in its review of new virtual currency derivatives to be listed on a designated contract market or swap execution facility, or to be cleared by a derivatives clearing organization. Further, on September 26, 2018, the U.S. District Court for the District of Massachusetts entered an order holding that the CFTC has the power to prosecute fraud involving virtual currency, which order is consistent with certain prior judicial decisions.

 

On July 25, 2017, the SEC issued an investigative report, stating that offers and sales of digital assets by “virtual” organizations using distributed ledger or cryptocurrency technology (i.e., Initial Coin Offerings or Token Sales) are subject to the requirements of the federal securities laws. On June 6, 2018, the Chairman of the SEC clarified the agency’s position, stating that while Bitcoin is a commodity, the SEC does not deem it and similar cryptocurrency coins to be securities, in contrast to initial coin offerings of tokens do fall within the definition of a security and will be regulated as such. In March of 2019, the SEC announced that it is it is looking for an “attorney advisor” to operate as a “Crypto Specialist,” which many observers interpret as an indication that SEC is stepping up its efforts to regulate cryptocurrencies. Furthermore, the SEC has raised concerns with instances of public companies changing their business models to reflect a focus on cryptocurrency or blockchain technology and is looking closely at the disclosures of public companies that shift their business models to capitalize on the perceived promise of distributed ledger technology and whether the disclosures comply with the federal securities laws, particularly in the context of a securities offering, and in a few instances halted the trading of companies. To the extent that Bitcoin, Ethereum, or Litecoins, themselves are determined to be a security, commodity future or other regulated asset, or to the extent that a US or foreign government or quasi-governmental agency exerts regulatory authority over the Bitcoin, Ethereum, or Litecoin Networks, or cryptocurrency trading and ownership, trading or ownership in cryptocurrency may be adversely affected, which could adversely affect an investment in our company.

 

To the extent that future regulatory actions or policies limit the ability to exchange cryptocurrency or utilize them for payments, the demand for cryptocurrency will be reduced. Furthermore, regulatory actions may limit the ability of end-users to convert cryptocurrency into fiat currency (e.g., U.S. Dollars) or use cryptocurrency to pay for goods and services. Such regulatory actions or policies could adversely affect an investment in us. 

 

Cryptocurrency currently faces an uncertain regulatory landscape in not only the United States but also in many foreign jurisdictions such as the European Union, China and Russia. While certain governments such as Germany—where the Ministry of Finance has declared Bitcoins to be “Rechnungseinheiten” (a form of private money that is recognized as a unit of account, but not recognized in the same manner as fiat currency) — have issued guidance as to how to treat bitcoins and/or other cryptocurrencies, most regulatory bodies have not yet issued official statements regarding intention to regulate or determinations on regulation of cryptocurrency, the cryptocurrency networks, and cryptocurrency users. Among those for which preliminary guidance has been issued in some form, Canada and Taiwan have labeled cryptocurrency as a digital or virtual currency, distinct from fiat currency, while Sweden and Norway are among those to categorize cryptocurrency as a form of virtual asset or commodity. In China, authorities have recently banned use of bitcoins and/or other cryptocurrencies and ordered Beijing-based cryptocurrency exchanges to cease trading and immediately notify users of their closures. Similarly, Russia has indicated an intention to ban use of bitcoins and/or other cryptocurrencies and Russia’s Central Bank stated that at this stage they will not approve any cryptocurrency trading on any official exchange, nor will it approve the use of the technology for infrastructure purposes. In May 2014, the Central Bank of Bolivia banned the use of Bitcoins as a means of payment. In the summer and fall of 2014, Ecuador announced plans for its own state-backed electronic money, while passing legislation that reportedly prohibits the use of decentralized digital currencies. Conversely, regulatory bodies in some countries such as India and Switzerland have declined to exercise regulatory authority when afforded the opportunity. Various foreign jurisdictions may, in the near future, adopt laws, regulations, or directives that affect cryptocurrency networks and its users, particularly cryptocurrency exchanges and service providers that fall within such jurisdictions’ regulatory scope. Other countries such as Malaysia and Australia have been considering regulation, classification, and potential bans. Such laws, regulations, or directives may conflict with those of the United States and may negatively impact the acceptance of cryptocurrency by users, merchants, and service providers outside of the United States and may, therefore, impede the growth of the cryptocurrency economy.

 

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The effect of any future regulatory change on our company or cryptocurrency is impossible to predict, but such change could be substantial and adverse to us and could adversely affect an investment in us.

 

It may be illegal now, or in the future, to acquire, own, hold, sell or use cryptocurrency in one or more countries, and ownership of, holding or trading in or company’s securities may also be considered illegal and subject to sanction.

 

Although currently cryptocurrency is not regulated or are lightly regulated in most countries, including the United States, one or more countries may take regulatory actions in the future that severely restricts the right to acquire, own, hold, sell or use cryptocurrency or to exchange cryptocurrency for fiat currency. Such restrictions may adversely affect an investment in our company.

 

Cryptocurrency transactions are irrevocable and stolen or incorrectly transferred cryptocurrency may be irretrievable. As a result, any incorrectly executed cryptocurrency transactions could render the company liable to lawsuits or criminal charges to the extent company facilitates bad transactions, and thus, adversely affect an investment in us.

 

Cryptocurrency transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction or, in theory, control or consent of a majority of the processing power on the cryptocurrency network. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of cryptocurrency or a theft of cryptocurrency generally will not be reversible and we may not be capable of seeking compensation for any such transfer or theft. Although our transfers of cryptocurrency will regularly be made to or from vendors, consultants, services providers, etc. it is possible that, through computer or human error, or through theft or criminal action, our cryptocurrency could be transferred from us in incorrect amounts or to unauthorized third parties. To the extent that we are unable to seek a corrective transaction with such third-party or are incapable of identifying the third-party that has received our cryptocurrency through error or theft, we will be unable to revert or otherwise recover incorrectly transferred company cryptocurrency. To the extent that we are unable to seek redress for such error or theft, such loss could adversely affect an investment in us. In addition, incorrectly executed cryptocurrency transactions could render company liable to lawsuits or criminal charges to the extent company facilitates bad transactions, and thus, adversely affect an investment in us.

 

The cryptocurrency exchanges on which cryptocurrencies trade are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure than established, regulated exchanges for other products. To the extent that the cryptocurrency exchanges representing a substantial portion of the volume in cryptocurrency trading are involved in fraud or experience security failures or other operational issues, such cryptocurrency exchanges’ failures may result in a reduction in the price of cryptocurrency and can adversely affect an investment in us.

  

The cryptocurrency exchanges on which cryptocurrency trade are new and, in most cases, largely unregulated. Furthermore, many cryptocurrency exchanges do not provide the public with significant information regarding their ownership structure, management teams, corporate practices, or regulatory compliance. As a result, the marketplace may lose confidence in, or may experience problems relating to, cryptocurrency exchanges, including prominent exchanges handling a significant portion of the volume of cryptocurrency trading. These potential consequences of a cryptocurrency exchange’s failure could reduce the demand and use of cryptocurrency, reduce the value of cryptocurrency, and/or adversely affect an investment in us.

 

In the past, many cryptocurrency exchanges have been closed due to fraud, failure, or security breaches. In many of these instances, the customers of such cryptocurrency exchanges were not compensated or made whole for the partial or complete losses of their account balances in such cryptocurrency exchanges. While smaller cryptocurrency exchanges are less likely to have the infrastructure and capitalization that make larger cryptocurrency exchanges more stable, larger cryptocurrency exchanges are more likely to be appealing targets for hackers and “malware” (i.e., software used or programmed by attackers to disrupt computer operation, gather sensitive information, or gain access to private computer systems).

 

If the awards of cryptocurrency for solving blocks and transaction fees for recording transactions are not sufficiently high to incentivize miners, miners may respond in a way that reduces confidence in the cryptocurrency networks, which could adversely affect an investment in our company.

 

If the award of new cryptocurrency for solving blocks declines and transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining cryptocurrency and may cease their crypto mining operations.  Miners ceasing operations would reduce the collective processing power on the cryptocurrency networks, which would adversely affect the confirmation process for transactions (i.e., temporarily decreasing the speed at which blocks are added to the blockchain until the next scheduled adjustment in difficulty for block solutions) and make the cryptocurrency networks more vulnerable to a malicious actor or botnet obtaining control in excess of 50 percent of the processing power on the cryptocurrency networks. Any reduction in confidence in the confirmation process or processing power of cryptocurrency networks may adversely impact Digital Farms, Inc., as well as an investment in us.

 

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In addition, to the extent to which the value of cryptocurrency mined by a professionalized crypto mining operation exceeds the allocable capital and operating costs determines the profit margin of such operation. A professionalized crypto mining operation may be more likely to sell a higher percentage of its newly mined cryptocurrency rapidly if it is operating at a low profit margin—and it may partially or completely cease operations if its profit margin is negative. In a low profit margin environment, a higher percentage of the new cryptocurrency mined each day will be sold into the cryptocurrency exchange markets more rapidly, thereby reducing cryptocurrency prices. Lower cryptocurrency prices will result in further tightening of profit margins, particularly for professionalized crypto mining operations with higher costs and more limited capital reserves, creating a network effect that may further reduce the price of cryptocurrency until crypto mining operations with higher operating costs become unprofitable and remove mining power from the cryptocurrency networks. The network effect of reduced profit margins resulting in greater sales of newly mined cryptocurrency could result in a reduction in the price of cryptocurrency that could adversely impact Digital Farms, Inc., as well as an investment in our company.

 

To the extent that any miners cease to record transactions in solved blocks, transactions that do not include the payment of a transaction fee will not be recorded on the blockchain until a block is solved by a miner who does not require the payment of transaction fees. Any widespread delays in the recording of transactions could result in a loss of confidence in the cryptocurrency networks, which could adversely impact an investment in us.

 

To the extent that any miners cease to record transactions in solved blocks, such transactions will not be recorded on the blockchain. Currently, there are no known incentives for miners to elect to exclude the recording of transactions in solved blocks; however, to the extent that any such incentives arise (e.g., a collective movement among miners or one or more mining pools forcing cryptocurrency users to pay transaction fees as a substitute for or in addition to the award of new cryptocurrency upon the solving of a block), actions of miners solving a significant number of blocks could delay the recording and confirmation of transactions on the blockchain. Any systemic delays in the recording and confirmation of transactions on the blockchain could result in greater exposure to double-spending transactions and a loss of confidence in cryptocurrency networks, which could adversely impact an investment in our company.  

 

Intellectual property rights claims may adversely affect the operation of cryptocurrency networks.

 

Third parties may assert intellectual property claims relating to the holding and transfer of digital currencies and their source code. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in cryptocurrency networks’ long-term viability or the ability of end-users to hold and transfer cryptocurrency may adversely affect an investment in us. Additionally, a meritorious intellectual property claim could prevent us and other end-users from accessing cryptocurrency networks or holding or transferring their cryptocurrency. As a result, an intellectual property claim against us or other large cryptocurrency network participants could adversely affect an investment in us.

 

Currently, there is relatively small use of cryptocurrency in the marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect an investment in us.

 

As relatively new products and technologies, cryptocurrency has only recently become widely accepted as a means of payment for goods and services, and use of cryptocurrency by remains limited. Conversely, a significant portion of cryptocurrency demand is generated by speculators and investors seeking to profit from the short- or long-term holding of cryptocurrency. A lack of expansion by cryptocurrency into our markets, or a contraction of such use, may result in increased volatility or a reduction in the price of cryptocurrencies, either of which could adversely impact an investment in us.

 

The acceptance of Bitcoin Network, Ethereum Network, or Litecoin Network software patches or upgrades by a significant, but not overwhelming, percentage of the users and miners in the respective networks could result in a “fork” in the blockchain, resulting in the operation of two separate networks until such time as the forked blockchains are merged. The temporary or permanent existence of forked blockchains could adversely impact Digital Farms, Inc. as well as an investment in our company.

 

Bitcoin, Ethereum, and Litecoin are open source projects and, although there is an influential group of leaders in the cryptocurrency community, there is no official developer or group of developers that formally controls the Bitcoin, Ethereum, or Litecoin Networks. Any individual can download the particular cryptocurrency network software and make any desired modifications, which are proposed to users and miners on the respective network through software downloads and upgrades. A substantial majority of miners and the particular cryptocurrency users must consent to those software modifications by downloading the altered software or upgrade that implements the changes; otherwise, the changes do not become a part of the cryptocurrency network. Generally, changes to various cryptocurrency networks have been accepted by the vast majority of users and miners, ensuring that the cryptocurrency networks remain coherent economic systems; however, a developer or group of developers could potentially propose a modification to a cryptocurrency network that is not accepted by a vast majority of miners and users, but that is nonetheless accepted by a substantial population of participants in the respective cryptocurrency network. In such a case, and if the modification is material and/or not backwards compatible with the prior version of the respective cryptocurrency network software, a “fork” in the blockchain could develop and two separate networks of the same cryptocurrency could result, one running the pre-modification software program and the other running the modified version (e.g., a second bitcoin network). Such a fork in the blockchain typically would be addressed by community-led efforts to merge the forked blockchains, and several prior forks have been so merged without any material impact on the price of Bitcoin, although there can be no assurance that this will always be the case upon a fork. This kind of split in a Bitcoin, Ethereum, or Litecoin Network could materially and adversely impact an investment in us and, in the worst case scenario, harm the sustainability of the respective network’s economy.

 

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The open-source structure of cryptocurrency network protocol means that the developers and other contributors to the protocol are generally not directly compensated for their contributions in maintaining and developing the protocol. A failure to properly monitor and upgrade the protocol could damage the cryptocurrency network and an investment in us.

 

The Bitcoin, Ethereum, and Litecoin Networks operate based on an open-source protocol maintained by certain core developers and other contributors. The core developers are those developers employed by MIT Media Lab’s Digital Currency Initiative who oversee the Bitcoin Network. As these network protocols are not sold and the networks’ use does not generate revenues for its development team, the core developers and contributors are generally not compensated for maintaining and updating the respective cryptocurrency network protocol. To the extent that material issues arise with the Bitcoin, Ethereum, or Litecoin Network protocols, and the core developers and open-source contributor community are unable to address the issues adequately or in a timely manner, the respective cryptocurrency network, Digital Farms, Inc. and an investment in us may be adversely affected.

 

The further development and acceptance of cryptocurrency networks, which represents a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of digital currency systems may adversely affect our business.

 

Digital currencies may be used, among other things, to buy and sell goods and services are a new and rapidly evolving industry. The growth of the digital currency industry in general, and in particular the Bitcoin industry, Ethereum industry, and Litecoin industry, are subject to a high degree of uncertainty. The factors affecting the further development of the digital currencies industry, as well as the Bitcoin, Ethereum and Litecoin industries, include:

 

·Continued worldwide growth in the adoption and use of Bitcoins, Ethereum, and Litecoins, and other cryptocurrency;
·Government and quasi-government regulation of Bitcoin, Ethereum, and Litecoin, and other cryptocurrency and their use, or restrictions on or regulation of access to and operation of cryptocurrency networks and system;
·The maintenance and development of the open-source software protocol of various cryptocurrency networks;
·The availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;
·General economic conditions and the regulatory environment relating to digital currencies; and
·A decline in the popularity or acceptance of the top cryptocurrencies or their networks could adversely affect an investment in us.

 

The value of cryptocurrency and fluctuations in the price of cryptocurrency could materially and adversely affect the business of Digital Farms, Inc.

 

Several factors may affect the value of cryptocurrency, including, but not limited to:

 

·Total cryptocurrency in existence;
·Global cryptocurrency demand, which is influenced by the growth of retail merchants’ and commercial businesses’ acceptance of cryptocurrency as payment for goods and services, the security of online cryptocurrency exchanges and digital wallets that hold cryptocurrency, the perception that the use and holding of cryptocurrency is safe and secure, the lack of regulatory restrictions on their use and the reputation of cryptocurrency for illicit use;
·Global cryptocurrency supply, which is influenced by similar factors as global cryptocurrency demand, in addition to fiat currency needs by miners (for example, to invest in equipment or pay electricity bills) and taxpayers who may liquidate cryptocurrency holdings around tax deadlines to meet tax obligations;
·Investors’ expectations with respect to the rate of inflation or deflation of fiat currencies or cryptocurrency;
·Interest rates;
·Currency exchange rates, including the rates at which cryptocurrency may be exchanged for fiat currencies;
·Fiat currency withdrawal and deposit policies of cryptocurrency exchanges and liquidity of such cryptocurrency exchanges;
·Interruptions in service from or failures of major cryptocurrency exchanges;
·Cyber theft of cryptocurrency from online cryptocurrency wallet providers, or news of such theft from such providers, or from individuals’ cryptocurrency wallets;
·Investment and trading activities of large investors, including private and registered funds, that may directly or indirectly invest in cryptocurrency;
·Monetary policies of governments, trade restrictions, currency devaluations and revaluations;

 

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·Regulatory measures, if any, that restrict the use of cryptocurrency as a form of payment or the purchase of cryptocurrency on the cryptocurrency market;
·The availability and popularity of businesses that provide cryptocurrency -related services;
·The maintenance and development of the open source software protocol of certain cryptocurrency networks;
·Increased competition from other forms of cryptocurrency or payments services;
·Global or regional political, economic, or financial events and situations;
·Expectations among cryptocurrency economy participants that the value of cryptocurrency will soon change; and
·Fees associated with processing a cryptocurrency transaction.

 

For example, we have paid for a number of miners at prices that appeared attractive at the time. However, as a result of the decline in the price of Bitcoin and other cryptocurrencies that began, generally speaking, in early 2018, using these machines to mine cryptocurrencies is no longer profitable. In addition see “Item 3, Legal Proceedings.”

 

Banks and financial institutions may not provide banking services, or may cut off services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies as payment, including financial institutions of investors in our securities.

 

A number of companies that provide bitcoin and/or other cryptocurrency-related services have been unable to find banks or financial institutions that are willing to provide them with bank accounts and other services. Similarly, a number of companies and individuals or businesses associated with cryptocurrencies may have had and may continue to have their existing bank accounts closed or services discontinued with financial institutions. We also may be unable to obtain or maintain these services for our business. The difficulty that many businesses that provide bitcoin and/or other cryptocurrency-related services have and may continue to have in finding banks and financial institutions willing to provide them services may be decreasing the usefulness of cryptocurrencies as a payment system and harming public perception of cryptocurrencies and could decrease its usefulness and harm its public perception in the future. Similarly, the usefulness of cryptocurrencies as a payment system and the public perception of cryptocurrencies could be damaged if banks or financial institutions were to close the accounts of businesses providing bitcoin and/or other cryptocurrency-related services.  This could occur as a result of compliance risk, cost, government regulation or public pressure. The risk applies to securities firms, clearance and settlement firms, national securities and commodities exchanges, the over the counter market and the Depository Trust Company, which, if any of such entities adopts or implements similar policies, rules or regulations, could result in the inability of our investors to open or maintain stock or commodities accounts, including the ability to deposit, maintain or trade our securities. Such factors would have a material adverse effect on the ability of our to continue as a going concern or to pursue its cryptocurrency business segment at all, which would have a material adverse effect on our business, prospects or operations and harm investors. 

 

Possibility of cryptocurrency algorithms or protocols changing, such as a transition by some networks to proof of stake validation, and other crypto mining related risks could have an adverse impact on our business prospects.

 

The underlying cryptocurrency algorithms, protocols and other important factors are constantly changing. It is possible that these changes could negatively impact our business and business plans. Should the top cryptocurrencies that we intend to focus on shift their underlying protocols, algorithms, validation methods or other material factors (for instance from a proof of work validation method to a proof of stake method, which is an alternative method to proof of work for validating cryptocurrency transactions), it could adversely impact our business prospects. A shift from proof of work validation method to a proof of stake method could render any company that maintains advantages in the current climate (for example from lower priced electric, processing, real estate, or hosting) less competitive Any major changes related to the top cryptocurrencies could have an adverse impact on the ability of Digital Farms, Inc. to continue as going concerns or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations of and potentially the value of any cryptocurrencies that we hold or expect to acquire for our own account.

 

The profitability and success of crypto mining is constantly changing due to various factors. These changes and our choices related to which cryptocurrencies to focus on for their own account or for customers could adversely affect our business results.

 

The miners that we have purchased allow us to decide which cryptocurrency to mine. The factors that affect the success of mining an individual cryptocurrency change rapidly. Should we choose the wrong cryptocurrency to focus our crypto mining operations on, it could adversely impact our business prospects.

  

To the extent that the profit margins of cryptocurrency mining operations are not high, operators of cryptocurrency mining operations are more likely to immediately sell cryptocurrency earned by mining in the market, resulting in a reduction in the price of cryptocurrencies that could adversely impact us and similar actions could affect other cryptocurrencies.

 

Over the years, crypto mining operations have evolved from individual users mining with computer processors, graphics processing units and first generation application-specific integrated circuit (“ASIC”) servers. Currently, new processing power is predominantly added by incorporated and unincorporated “professionalized” crypto mining operations. Professionalized crypto mining operations may use proprietary hardware or sophisticated ASIC machines acquired from ASIC manufacturers. They require the investment of significant capital for the acquisition of this hardware, the leasing of operating space (often in data centers or warehousing facilities), incurring of electricity costs and the employment of technicians to operate the cryptocurrency mining farms.

 

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As a result, professionalized crypto mining operations are of a greater scale than prior miners and have more defined, regular expenses and liabilities. These regular expenses and liabilities require professionalized crypto mining operations to more immediately sell cryptocurrencies earned from crypto mining operations, whereas it is believed that individual miners in past years were more likely to hold newly mined bitcoins and/or other cryptocurrencies for more extended periods. The immediate selling of newly mined bitcoins and/or other cryptocurrencies greatly increases the supply of bitcoins and/or other cryptocurrencies for sale, creating downward pressure on the price of bitcoins and/or other cryptocurrencies.

  

The extent to which the value of bitcoins and/or other cryptocurrencies mined by a professionalized crypto mining operation exceeds the allocable capital and operating costs determines the profit margin of such operation. A professionalized crypto mining operation may be more likely to sell a higher percentage of its newly mined bitcoins and/or other cryptocurrencies rapidly if it is operating at a low profit margin—and it may partially or completely cease operations if its profit margin is negative. In a low profit margin environment, a higher percentage could be sold more rapidly, thereby potentially reducing bitcoin and/or other cryptocurrencies prices. Lower bitcoin and/or other cryptocurrencies prices could result in further tightening of profit margins, particularly for professionalized crypto mining operations with higher costs and more limited capital reserves, creating a network effect that may further reduce the price of bitcoin until crypto mining operations with higher operating costs become unprofitable and remove mining power. The network effect of reduced profit margins resulting in greater sales of newly mined bitcoins and/or other cryptocurrencies could result in a reduction in the price of bitcoins and/or other cryptocurrencies that could adversely impact business of Digital Farms, Inc. and our company.

 

The foregoing risks associated with bitcoin could be equally applicable to other cryptocurrencies, existing now or introduced in the future.  Such circumstances would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies that we may hold or acquire for our own account and harm investors. 

 

Should new services/software embodying new technologies emerge, our or our investments’ ability to recognize the value of the use of existing hardware and equipment and its underlying technology, may become obsolete and require substantial capital to replace such equipment.

 

The increase in interest and demand for cryptocurrencies has led to a shortage of crypto mining hardware as individuals purchase equipment for mining at home and large scale mining evolved. Equipment in Digital Farms, Inc.’s crypto mining facilities will require replacement from time to time and new technological innovations could render our current equipment obsolete at any time. Shortages of graphics processing units may lead to unnecessary downtime for miners and limit the availability or accessibility of cryptocurrency mining processing capabilities in the industry. Such events would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies that we may hold or expect to acquire for our own account.

  

We have an evolving business model.

 

As Digital Assets and blockchain technologies become more widely available, we expect the services and products associated with them to evolve. Very recently, the Commission issued a report that promoters that use initial coin offerings or token sales to raise capital may be engaged in the offer and sale of securities in violation of the Securities Act and the Securities Exchange Act of 1934 (the “Exchange Act”). This may cause us to potentially change our future business in order to comply fully with the federal securities laws as well as applicable state securities laws. As a result, to stay current with the industry, our business model may need to evolve as well. From time to time we may modify aspects of our business model relating to our product mix and service offerings. We cannot offer any assurance that these or any other modifications will be successful or will not result in harm to the business. We may not be able to manage growth effectively, which could damage our reputation, limit our growth and negatively affect our operating results.

 

“Digital Asset” — Collectively, all digital assets based upon a computer-generated math-based and/or cryptographic protocol that may, among other things, be used to buy and sell goods or pay for services. Bitcoins represent one type of Digital Asset.

 

“Digital Security” — A type of Digital Asset that is offered by a promoter as an investment contract, which is a type of security defined by Section 2(a)(1) of the Securities Act.

 

Since there has been limited precedence set for financial accounting of Bitcoin, Ethereum, and other digital assets, it is unclear how we will be required to account for digital assets transactions in the future.

 

Since there has been limited precedence set for the financial accounting of digital assets, it is unclear how we will be required to account for digital asset transactions or assets. Furthermore, a change in regulatory or financial accounting standards could result in the necessity to restate our financial statements. Such a restatement could negatively impact our business, prospects, financial condition and results of operation. Such circumstances would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies that we hold or acquire for our own account and harm investors.

 

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Demand for bitcoins is driven, in part, by its status as the most prominent and secure digital asset. It is possible that a digital asset other than bitcoins could have features that make it more desirable to a material portion of the digital asset user base, resulting in a reduction in demand for bitcoins, which could have a negative impact on the price of bitcoins and adversely affect an investment in our securities.

 

The Bitcoin Network and bitcoins, as an asset, hold a “first-to-market” advantage over other digital assets. This first-to-market advantage is driven in large part by having the largest user base and, more importantly, the largest combined mining power in use to secure the blockchain and transaction verification system.   Having a large crypto mining network results in greater user confidence regarding the security and long-term stability of a digital asset’s network and its blockchain; as a result, the advantage of more users and miners makes a digital asset more secure, which makes it more attractive to new users and miners, resulting in a network effect that strengthens the first-to-market advantage.

 

There are thousands of alternate digital assets (or altcoins). Bitcoin enjoys significantly greater acceptance and usage than other altcoin networks in the retail and commercial marketplace, due in large part to the relatively well-funded efforts of payment processing companies including BitPay and Coinbase.

 

Despite the marked first-mover advantage of the Bitcoin Network over other digital assets, it is possible that an altcoin could become materially popular due to either a perceived or exposed shortcoming of the Bitcoin Network protocol that is not immediately addressed by the core developers of Bitcoin or a perceived advantage of an altcoin that includes features not incorporated into Bitcoin. If an altcoin obtains significant market share (either in market capitalization, mining power or use as a payment technology), this could reduce Bitcoin’s market share and have a negative impact on the demand for, and price of, bitcoins, which in turn, may materially and adversely affect the business, prospects or operations of the Digital Farms, Inc. and our company. 

 

Risks Related to Our Business and Industry - Microphase

 

Microphase has a history of losses and our future profitability on a quarterly or annual basis is uncertain, which could have a harmful effect on our business and the value of our company.

 

During the past three fiscal years Microphase has incurred losses from operations. These losses are attributable to lower volumes of its products sold to major defense contractors partially as a result of the overall reduction in defense spending and sequestration by the U.S. Congress. Since the financial crisis of 2008, Microphase has been significantly short of capital needed to acquire parts for production of its products to complete orders for such products. At times, Microphase has not had the cash available to make advance payments for the purchase of parts, and then, as a consequence, Microphase would not receive the parts from its vendors required to finish a customer order. This would then delay the delivery of products to customers, and would also delay recognition of the resulting revenues and the receipt of cash from the customer. Sometimes after experiencing a delay in delivery of an order from Microphase, the customer would not place its next order with Microphase, resulting in a loss of business.

 

Microphase’s future profitability depends upon many factors, including several that are beyond its control. These factors include, without limitation:

 

·changes in the demand for ITS products and services;
·loss of key customers or contracts;
·the introduction of competitive products;
·the failure to gain market acceptance of ITS new and existing products; and
·the failure to successfully and cost effectively develop, introduce and market new products, services and product enhancements in a timely manner.

 

In addition, Microphase is incurring significant legal, accounting, and other expenses related to being a reporting company without there being a trading market for any of its securities. As a result of these expenditures, Microphase will have to generate and sustain increased revenue to achieve and maintain future profitability.

 

A large percentage of Microphase’s current revenue is derived from prime defense contractors to the U.S. government and its allies, and the loss of these relationships, a reduction in U.S. government funding or a change in U.S. government spending priorities or bidding processes could have an adverse impact on its business, financial condition, results of operations and cash flows. 

 

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Microphase is highly dependent on sales to major defense contractors of the U.S. military and its allies, including Lockheed Martin, Raytheon, BAE Systems and SAAB. The percentages of its revenue that were derived from sales to these named major defense contractors and directly to the U.S. Government were 55.6% in fiscal 2018 and 59.0% in fiscal 2017. Therefore, any significant disruption or deterioration of Microphase’s relationship with any such major defense contractors or the U.S. Government could materially reduce its revenue.  During the year ended December 31, 2018 there were two customers that accounted for more than 10% of sales:  BAE Systems, Saab and Lockheed Martin.  During the year ended December 31, 2017 there were two customers that accounted for more than 10% of sales: BAE Systems and SAAB. Microphase’s competitors continuously engage in efforts to expand their business relationships with the same major defense contractors and the U.S. Government and will continue these efforts in the future, and the U.S. Government may choose to use other contractors. Microphase expects that a majority of the business that it seeks will be awarded through competitive bidding. Microphase operates in highly competitive markets and its competitors have more extensive or more specialized engineering, manufacturing and marketing capabilities than Microphase does in many areas, and Microphase may not be able to continue to win competitively awarded contracts or to obtain task orders under multi-award contracts. Further, the competitive bidding process involves significant cost and managerial time to prepare bids and proposals for contracts that may not be awarded to Microphase, as well as the risk that Microphase may fail to accurately estimate the resources and costs required to fulfill any contract awarded to us. Following any contract award, Microphase may experience significant expense or delay, contract modification or contract rescission as a result of its competitors protesting or challenging contracts awarded to it in competitive bidding. Major defense contractors to whom Microphase supplies components for systems must compete with other major defense contractors (to which Microphase may not supply components) for military orders from the U.S. Government.

  

In addition, Microphase competes with other policy needs, which may be viewed as more necessary, for limited resources and an ever-changing amount of available funding in the budget and appropriation process. Budget and appropriations decisions made by the U.S. Government are outside of Microphase control and have long-term consequences for its business. U.S. Government spending priorities and levels remain uncertain and difficult to predict and are affected by numerous factors, including until recently sequestration (automatic, across-the-board U.S. Government budgetary spending cuts), and the purchase of our products could be superseded by alternate arrangements. While the US defense budget was recently increased, there can be no assurance that this increase will be maintained for the foreseeable future. A change in U.S. Government spending priorities or an increase in non-procurement spending at the expense of our programs, or a reduction in total U.S. Government spending, could have material adverse consequences on Microphase’s future business. 

 

Microphase’s U.S. government contracts may be terminated by the federal government at any time prior to their completion, which could lead to unexpected loss of sales and reduction in Microphase’s backlog.

 

Under the terms of Microphase’s U.S. government contracts, the U.S. government may unilaterally:

 

·terminate or modify existing contracts;
·reduce the value of existing contracts through partial termination; and
·delay the payment of Microphase’s invoices by government payment offices.

 

The federal government can terminate or modify any of its contracts with Microphase or its prime contractors either for the federal government’s convenience, or if Microphase or its prime contractors default, by failing to perform under the terms of the applicable contract. A termination arising out of Microphase’s default could expose it to liability and have a material adverse effect on its ability to compete for future federal government contracts and subcontracts. If the federal government or its prime contractors terminate and/or materially modify any of Microphase’s contracts or if any applicable options are not exercised, Microphase’s failure to replace sales generated from such contracts would result in lower sales and would adversely affect its earnings, which could have a material adverse effect on Microphase’s business, results of operations and financial condition. Microphase’s backlog as of December 31, 2018 was approximately $7.3 million. Microphase’s backlog could be adversely affected if contracts are modified or terminated.

 

Microphase’s products with military applications are subject to export regulations, and compliance with these regulations may be costly.

 

Microphase is required to obtain export licenses before filling foreign orders for many of its products that have military or other governmental applications. United States Export Administration regulations control technology exports like its products for reasons of national security and compliance with foreign policy, to guarantee domestic reserves of products in short supply and, under certain circumstances, for the security of a destination country. Thus, any foreign sales of its products requiring export licenses must comply with these general policies. Compliance with these regulations is costly, and these regulations are subject to change, and any such change may require Microphase to improve its technologies, incur expenses or both in order to comply with such regulations.

 

Microphase depends on U.S. government contracts issued to major defense contractors, which often are only partially funded, subject to immediate termination, and heavily regulated and audited. The termination or failure to fund, or negative audit findings for, one or more of these contracts could have an adverse impact on Microphase’s business. 

 

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Over its lifetime, a U.S. Government program awarded to a major defense contractor may be implemented by the award of many different individual contracts and subcontracts. The funding of U.S. Government programs is subject to Congressional appropriations. Although multi-year contracts may be authorized and appropriated in connection with major procurements, Congress generally appropriates funds on a fiscal year basis. Procurement funds are typically made available for obligations over the course of one to three years. Consequently, programs often receive only partial funding initially, and additional funds are designated only as Congress authorizes further appropriations. The termination of funding for a U.S. Government program with respect to major defense contractors for which Microphase is a subcontractor would result in a loss of anticipated future revenue attributable to that program, which could have an adverse impact on its operations. In addition, the termination of, or failure to commit additional funds to, a program for which Microphase is a subcontractor could result in lost revenue and increase its overall costs of doing business. 

 

Generally, U.S. Government contracts are subject to oversight audits by U.S. Government representatives. Such audits could result in adjustments to Microphase’s contract costs. Any costs found to be improperly allocated to a specific contract will not be reimbursed, and such costs already reimbursed must be refunded. Microphase has recorded contract revenues based on costs Microphase expect to realize upon final audit. However, Microphase does not know the outcome of any future audits and adjustments, and Microphase may be required to materially reduce its revenues or profits upon completion and final negotiation of audits. Negative audit findings could also result in termination of a contract, forfeiture of profits, suspension of payments, fines and suspension or debarment from U.S. Government contracting or subcontracting for a period of time.

 

In addition, U.S. Government contracts generally contain provisions permitting termination, in whole or in part, without prior notice at the U.S. Government’s convenience upon the payment only for work done and commitments made at the time of termination. Microphase can give no assurance that one or more of the U.S. Government contracts with a major defense contractor under which Microphase provides component products will not be terminated under these circumstances. Also, Microphase can give no assurance that it will be able to procure new contracts to offset the revenue or backlog lost as a result of any termination of its U.S. Government contracts. Because a significant portion of Microphase’s revenue is dependent on its performance and payment under its U.S. Government contracts, the loss of one or more large contracts could have a material adverse impact on its business, financial condition, results of operations and cash flows. 

 

Microphase’s government business also is subject to specific procurement regulations and other requirements. These requirements, though customary in U.S. Government contracts, increase its performance and compliance costs. In addition, these costs might increase in the future, thereby reducing Microphase’s margins, which could have an adverse effect on its business, financial condition, results of operations and cash flows. Failure to comply with these regulations and requirements could lead to fines, penalties, repayments, or compensatory or treble damages, or suspension or debarment from U.S. Government contracting or subcontracting for a period of time. Among the causes for debarment are violations of various laws, including those related to procurement integrity, export control, U.S. Government security regulations, employment practices, protection of the environment, accuracy of records, proper recording of costs and foreign corruption. The termination of a U.S. Government contract or relationship as a result of any of these acts would have an adverse impact on Microphase’s operations and could have an adverse effect on its standing and eligibility for future U.S. Government contracts.

  

Microphase’s business could be negatively impacted by cybersecurity threats and other security threats and disruptions.

 

As a U.S. Government defense contractor, Microphase faces certain security threats, including threats to its information technology infrastructure, attempts to gain access to its proprietary or classified information, threats to physical security, and domestic terrorism events. Microphase’s information technology networks and related systems are critical to the operation of its business and essential to its ability to successfully perform day-to-day operations. Microphase is also involved with information technology systems for certain customers and other third parties, which generally face similar security threats. Cybersecurity threats in particular, are persistent, evolve quickly and include, but are not limited to, computer viruses, attempts to access information, denial of service and other electronic security breaches. Microphase believes that it has implemented appropriate measures and controls and has invested in skilled information technology resources to appropriately identify threats and mitigate potential risks, but there can be no assurance that such actions will be sufficient to prevent disruptions to mission critical systems, the unauthorized release of confidential information or corruption of data. A security breach or other significant disruption involving these types of information and information technology networks and related systems could:

 

·disrupt the proper functioning of these networks and systems and therefore its operations and/or those of certain of its customers;
·result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information of Microphase or its customers, including trade secrets, which others could use to compete against Microphase or for disruptive, destructive or otherwise harmful purposes and outcomes;
·compromise national security and other sensitive government functions;
·require significant management attention and resources to remedy the damages that result;
·subject Microphase to claims for breach of contract, damages, credits, penalties or termination; and
·damage Microphase’s reputation with its customers (particularly agencies of the U.S. Government) and the public generally.

 

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Any or all of the foregoing could have a negative impact on its business, financial condition, results of operations and cash flows.

 

Microphase enters into fixed-price contracts that could subject it to losses in the event of cost overruns or a significant increase in inflation.

 

Microphase has a number of fixed-price contracts which allow it to benefit from cost savings but subject it to the risk of potential cost overruns, particularly for firm fixed-price contracts, because Microphase assumes the entire cost burden. If its initial estimates are incorrect, Microphase can lose money on these contracts. U.S. Government contracts can expose Microphase to potentially large losses because the U.S. Government can hold Microphase responsible for completing a project or, in certain circumstances, paying the entire cost of its replacement by another provider regardless of the size or foreseeability of any cost overruns that occur over the life of the contract. Because many of these contracts involve new technologies and applications, unforeseen events such as technological difficulties, fluctuations in the price of raw materials, problems with its suppliers and cost overruns, can result in the contractual price becoming less favorable or even unprofitable to Microphase. The U.S. and other countries also may experience a significant increase in inflation. A significant increase in inflation rates could have a significant adverse impact on the profitability of these contracts. Furthermore, if Microphase does not meet contract deadlines or specifications, Microphase may need to renegotiate contracts on less favorable terms, be forced to pay penalties or liquidated damages or suffer major losses if the customer exercises its right to terminate. In addition, some of its contracts have provisions relating to cost controls and audit rights, and if Microphase fails to meet the terms specified in those contracts Microphase may not realize their full benefits. Microphase’s results of operations are dependent on its ability to maximize its earnings from its contracts. Cost overruns could have an adverse impact on its financial results. 

 

Risks Related to Our Business and Industry - Enertec

 

Potential political, economic and military instability in Israel could adversely affect our operations.

 

Enertec’s operating facilities are located in Israel. Accordingly, political, economic and military conditions in Israel directly affect Enertec’s operations. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. A state of hostility, varying in degree and intensity, has led to security and economic problems for Israel. Since October 2000, there has been an increase in hostilities between Israel and the Palestinian Arabs, which has adversely affected the peace process and has negatively influenced Israel’s relationship with its Arab citizens and several Arab countries, including the Israel-Gaza conflict. Such ongoing hostilities may hinder Israel’s international trade relations and may limit the geographic markets where Enertec can sell its products and solutions. Hostilities involving or threatening Israel, or the interruption or curtailment of trade between Israel and its present trading partners, could materially and adversely affect Enertec’s operations.

 

In addition, Israel-based companies and companies doing business with Israel have been the subject of an economic boycott by members of the Arab League and certain other predominantly Muslim countries since Israel’s establishment. Although Israel has entered into various agreements with certain Arab countries and the Palestinian Authority, and various declarations have been signed in connection with efforts to resolve some of the economic and political problems in the Middle East, we cannot predict whether or in what manner these problems will be resolved. Wars and acts of terrorism have resulted in significant damage to the Israeli economy, including reducing the level of foreign and local investment.

 

Furthermore, certain of our officers and employees may be obligated to perform annual reserve duty in the Israel Defense Forces and are subject to being called up for active military duty at any time. All Israeli male citizens who have served in the army are subject to an obligation to perform reserve duty until they are between 40 and 49 years old, depending upon the nature of their military service.

 

 

Enertec may become subject to claims for remuneration or royalties for assigned service invention rights by its employees, which could result in litigation and harm our business.

 

A significant portion of the intellectual property covered by Enertec’s products has been developed by Enertec’s employees in the course of their employment for Enertec. Under the Israeli Patent Law, 5727-1967, or the Patent Law, and recent decisions by the Israeli Supreme Court and the Israeli Compensation and Royalties Committee, a body constituted under the Patent Law, Israeli employees may be entitled to remuneration for intellectual property that they develop for us unless they explicitly waive any such rights. To the extent that Enertec is unable to enter into agreements with its future employees pursuant to which they agree that any inventions created in the scope of their employment or engagement are owned exclusively by Enertec (as it has done in the past), Enertec may face claims demanding remuneration. As a consequence of such claims, Enertec could be required to pay additional remuneration or royalties to its current and former employees, or be forced to litigate such claims, which could negatively affect its business.

 

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Risks Related to Ownership of Our Common Stock

 

 If we do not continue to satisfy the NYSE American continued listing requirements, our common stock could be delisted from NYSE American.

 

The listing of our common stock on the NYSE American is contingent on our compliance with the NYSE American’s conditions for continued listing. On December 18, 2015, we were notified by the NYSE American that we were no longer in compliance with the NYSE American continued listing standards because our reported stockholders' equity was below continued listing standards. The NYSE American requires that a listed company's stockholders' equity be $4.0 million or more if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. Subsequently, the NYSE American informed us that we are required to attain stockholders’ equity of $6.0 million or more because we experienced a loss for the year ended December 31, 2016.

 

Following submission of our compliance plan demonstrating how we intend to regain compliance with the continued listing standards, we were notified on March 9, 2016, that the NYSE American granted us a listing extension on the basis of our plan until June 19, 2017. We are subject to periodic review by NYSE American staff during the extension period. Failure to make progress consistent with the plan or to regain compliance with the continued listing standards by the end of the extension period could result in our common stock being delisted from the NYSE American.

  

On June 19, 2017, we filed a Form 8-K report with the Commission announcing that our Stockholders' Equity was approximately $6,409,000 on a pro-forma basis. In a letter dated June 20, 2017, the NYSE American notified us that we had successfully regained compliance with the NYSE American continued listing standards. Notwithstanding the foregoing, in light of our continue losses, there is no assurance that we will be able to continue to meet the NYSE American continued listing standard. Failure to meet the NYSE American listing requirement, we may be subject to delisting by the NYSE American. In the event our common stock is no longer listed for trading on the NYSE American, our trading volume and share price may decrease and we may experience further difficulties in raising capital which could materially affect our operations and financial results.

 

On November 20, 2017, we received a letter from NYSE Regulation indicating that the NYSE American had concluded that we failed to comply with Section 401(a) of the NYSE American’s Company Guide, which section requires that a listed company “make immediate public disclosure of all material information concerning its affairs” The letter, which relates to our disclosure of certain personnel changes to our board of directors and officers, provided that such letter constituted a warning letter issued to us pursuant to Section 1009(a)(i) of the NYSE American Company Guide. On October 12, 2017, we filed a Form 8-K that disclosed that certain personnel changes to our board of directors and executive officers were effective October 6, 2017. On November 6, 2017, we filed an amendment to the above referenced Form 8-K that disclosed that the personnel changes had not in fact occurred. After discussion with the NYSE American, on November 8, 2017, we filed a subsequent Form 8-K that further clarified that we had determined to rescind the personnel changes as of October 23, 2017. In that Form 8-K, we provided additional disclosure explaining why the personnel changes were not undertaken.

 

On November 29, 2017, we notified the NYSE American, LLC that we were no longer in compliance with Rule 801(h) of the NYSE American Company Guide because, as a smaller reporting company, our Board of Directors was not comprised of at least 50% independent directors. On November 28, 2017, our Board of Directors approved the issuance of cash compensation, and 10,000 shares of common stock and warrants to purchase 50,000 shares of common stock subject to vesting and stockholder approval, to Mr. William Horne, a director of our company, for services. As a result of this compensation, Mr. Horne may not be deemed independent within the meaning of Section 803A(2) of the NYSE American Company Guide. Mr. Horne has resigned from the audit committee of the Board of Directors. Robert Smith has been appointed as chair of the audit committee. On December 8, 2017, our board of directors rescinded the equity compensation granted to Mr. Horne.  We believe that we are therefore presently in compliance with Rule 801(h) of the NYSE American Company Guide.

 

On January 4, 2019, we received a deficiency letter from NYSE American indicating that we were not in compliance with the continued listing standards as set forth in Section 1003(f)(v) of the NYSE American Company Guide (the “Company Guide”). Specifically, the letter informed the Company that the Exchange has determined that the shares of our common stock have been selling for a low price per share for a substantial period of time and, pursuant to Section 1003(f)(v) of the Company Guide, the Company's continued listing is predicated on the Company effecting a reverse stock split of our common stock or otherwise demonstrating sustained price improvement within a reasonable period of time, which the NYSE American determined to be no later than July 4, 2019. As noted above, on March 18, 2019 we effectuated a reverse split whereby each twenty (20) shares of our common stock were combined into one such share, which increased the market price to a level where we regained compliance with the Company Guide. However, since that time our common stock has declined significantly and there can be no assurance that it will not continue to do so. If the decline is sufficiently marked, we will in all likelihood receive another letter similar to the one referenced above; however, there can be no assurance that we could in that event successfully conduct another reverse split on a timely basis, if at all, or that the NYSE Exchange will not take more drastic action, up to and including delisting our shares of common stock from the exchange.

 

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Our common stock price is volatile.

 

Our common stock is listed on the NYSE American. In the past, our trading price has fluctuated widely, depending on many factors that may have little to do with our operations or business prospects. The exercise of outstanding options and warrants may adversely affect our stock price and a stockholder’s percentage of ownership. As of December 31, 2018, we had outstanding options to purchase an aggregate of 373,000 shares of common stock, with a weighted average exercise price of $20.60 per share, exercisable at prices ranging from $11.40 to $46.40 per share and warrants to purchase up to 936,381 shares of common stock, with a weighted average exercise price of $20.20 per share, at exercise prices ranging from $0.20 to $50.00 per share.

 

On March 29, 2019, as referenced above, we issued an aggregate of 36,399,870 shares of common stock, including shares of common stock underlying warrants. The sale of these shares of our common stock, including those underlying the warrants (assuming exercise thereof), is likely to have a material and adverse effect on the market price of our common stock.

 

In addition, we have previously agreed to register shares of common stock, and common stock underlying outstanding warrants and convertible debt in connection with private placement of our securities that are not being registered in this annual report. Our shares of common stock are thinly traded. Therefore, the resale of a large number of shares of common stock and common stock underlying warrants and convertible debt by the selling stockholders may adversely affect the market price of our common stock. 

 

Volatility in our common stock price may subject us to securities litigation.

 

Stock markets, in general, have experienced, and continue to experience, significant price and volume volatility, and the market price of our common stock may continue to be subject to similar market fluctuations unrelated to our operating performance or prospects. This increased volatility, coupled with depressed economic conditions, could continue to have a depressing effect on the market price of our common stock. The following factors, many of which are beyond our control, may influence our stock price:

 

·the status of our growth strategy including the development of new products with any proceeds we may be able to raise in the future;
·announcements of technological or competitive developments;
·regulatory developments affecting us, our customers or our competitors;
·announcements regarding patent or other intellectual property litigation or the issuance of patents to us or our competitors or updates with respect to the enforceability of patents or other intellectual property rights generally in the US or internationally;
·actual or anticipated fluctuations in our quarterly operating results;
·changes in financial estimates by securities research analysts;
·changes in the economic performance or market valuations of our competitors;
·additions or departures of our executive officers; and
·sales or perceived sales of additional shares of our common stock.

  

In addition, the securities markets have, from time to time, experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. Any of these factors could result in large and sudden changes in the volume and trading price of our common stock and could cause our stockholders to incur substantial losses. In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted securities class action litigation against that company. If we were involved in a class action suit or other securities litigation, it would divert the attention of our senior management, require us to incur significant expense and, whether or not adversely determined, have a material adverse effect on our business, financial condition, results of operations and prospects.

 

We have a substantial number of convertible notes, warrants, options and preferred stock outstanding that could affect our price.

 

Due to a number of financings, we have a substantial number of shares that are subject to issuance pursuant to outstanding convertible debt, warrants and options. These conversion prices and exercise prices range from $0.20 to $50.00 per share of common stock. As of December 31, 2018, the number of shares of common stock subject to convertible notes, warrants, options and preferred stock were 999,641, 936,381, 373,000 and 127,551, respectively. The issuance of common stock pursuant to convertible notes, warrants, options and preferred stock at conversion or exercise prices less than market prices may have the effect of limiting an increase in market price of our common stock until all of these underling shares have been issued.

 

We have a number of shares of common stock subject to registration rights.

 

Due to a number of financings, we have contractually agreed to register with the Commission shares of common stock, and common stock underlying outstanding warrants and convertible debt in connection with private placements of our securities. The potential resale at the same time of a large number of shares of common stock and common stock underlying warrants and convertible debt by the selling stockholders may adversely affect the market price of our common stock.

 

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Sales of additional shares of our common stock could cause the price of our common stock to decline.

 

Sales of substantial amounts of our common stock in the public market, or the availability of such shares for sale, by us or others, including the issuance of common stock upon exercise of outstanding options and warrants, could adversely affect the price of our common stock. We and our directors and officers may sell shares into the market, which could adversely affect the market price of shares of our common stock.

 

The rights of the holders of common stock may be impaired by the potential issuance of preferred stock.

 

Our certificate of incorporation gives our board of directors the right to create new series of preferred stock. As a result, the board of directors may, without stockholder approval, issue preferred stock with voting, dividend, conversion, liquidation or other rights which could adversely affect the voting power and equity interest of the holders of common stock. Preferred stock, which could be issued with the right to more than one vote per share, could be utilized as a method of discouraging, delaying or preventing a change of control. The possible impact on takeover attempts could adversely affect the price of our common stock. Although we have no present intention to issue any shares of preferred stock or to create a series of preferred stock, we may issue such shares in the future.  

 

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

 

We are a public company and subject to the reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act of 2002. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls for financial reporting. For example, Section 404 of the Sarbanes-Oxley Act requires that our management report on the effectiveness of our internal controls structure and procedures for financial reporting. Section 404 compliance may divert internal resources and will take a significant amount of time and effort to complete. If we fail to maintain compliance under Section 404, or if in the future management determines that our internal control over financial reporting are not effective as defined under Section 404, we could be subject to sanctions or investigations by the NYSE American should we in the future be listed on this market, the Commission, or other regulatory authorities. Furthermore, investor perceptions of our company may suffer, and this could cause a decline in the market price of our common stock. Any failure of our internal controls could have a material adverse effect on our stated results of operations and harm our reputation. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results and could result in an adverse opinion on internal controls from our independent auditors. We may need to hire a number of additional employees with public accounting and disclosure experience in order to meet our ongoing obligations as a public company, particularly if we become fully subject to Section 404 and its auditor attestation requirements, which will increase costs. Our management team and other personnel will need to devote a substantial amount of time to new compliance initiatives and to meeting the obligations that are associated with being a public company, which may divert attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations.

 

If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to accounting controls and procedures, or if we discover material weaknesses and deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult.

 

If we fail to comply with the rules under the Sarbanes-Oxley Act of 2002 related to disclosure controls and procedures, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult. Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting. If material weaknesses or significant deficiencies are discovered or if we otherwise fail to achieve and maintain the adequacy of our internal control, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.

 

If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.

 

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. Our research coverage by industry and financial analysts is currently limited. Even if our analyst coverage increases, if one or more of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

 

The elimination of monetary liability against our directors, officers and employees under law and the existence of indemnification rights for or obligations to our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees. 

 

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Our certificate of incorporation contains a provision permitting us to eliminate the personal liability of our directors to us and our stockholders for damages for the breach of a fiduciary duty as a director or officer to the extent provided by Delaware law. We may also have contractual indemnification obligations under any future employment agreements with our officers. The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and the resulting costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit us and our stockholders. 

 

We do not anticipate paying dividends on our common stock and, accordingly, stockholders must rely on stock appreciation for any return on their investment.

 

We have never declared or paid cash dividends on our common stock and do not expect to do so in the foreseeable future. The declaration of dividends is subject to the discretion of our board of directors and will depend on various factors, including our operating results, financial condition, future prospects and any other factors deemed relevant by our board of directors. You should not rely on an investment in our company if you require dividend income from your investment in our company. The success of your investment will likely depend entirely upon any future appreciation of the market price of our common stock, which is uncertain and unpredictable. There is no guarantee that our common stock will appreciate in value.

 

ITEM 1B.UNRESOLVED STAFF COMMENTS.

 

Not applicable.

 

ITEM 2.PROPERTIES

 

Our corporate headquarters utilize 12,396 square foot of leased office, engineering, laboratory, and warehouse space in Fremont, California. Our headquarter lease commenced on November 1, 2012 and expires on June 30, 2019. The annual base rent under the lease, payable on a monthly basis, increases during the term of the lease from approximately $138,000 during the first year to approximately $157,000 during the final year. The lease also provides for one option to renew for a term of five years.

 

In addition, we lease 43,062 square-feet of other space domestically that includes office, engineering, laboratory and warehouse space in both California and Connecticut. The annual base rent under these leases, payable on a monthly basis, is approximately 1,032,000 during 2019. These leases expire between May 2018 and January 2028.

 

We also lease facilities internationally. In September, 2010, our wholly-owned subsidiary, DPL, entered into a fifteen-year lease for its 25,000 square-foot facility in Salisbury, United Kingdom, where it designs, develops, manufactures, markets and distributes commercial and military power products for the European market. Sales and service support staff for its European network of distributors are located within the building together with other functions, such as engineering and administration. DPL’s rent expense is approximately $13,000 per month, and DPL has the option to cancel the lease after ten years. Further, in June 2011, Enertec entered into a ten-year lease for its 32,900 square-foot facility in Karmiel, Israel, where it manufactures specialized electronic systems for the Israel military market. Enertec’s rent expense is approximately $20,000 per month, 

 

We currently anticipate that the current leased space will be sufficient to support our current and foreseen future needs.

 

 

ITEM 3.LEGAL PROCEEDINGS

 

On July 31, 2018 a stockholder derivative complaint was filed in the United States District Court for the Central District of California against the Company as the nominal defendant, as well as its current directors and a former director styled Ethan Young and Greg Young, Derivatively on Behalf of Nominal Defendant, DPW Holdings, Inc. v. Milton C. Ault, III, Amos Kohn, William B. Horne, Jeff Bentz, Mordechai Rosenberg, Robert O. Smith, and Kristine Ault and DPW Holdings, Inc., as the nominal defendant (Case No. 18-cv-6587) (the “Complaint”). No hearings have been scheduled as of the date hereof.

 

The Complaint alleges violations of state law and breaches of fiduciary duty, unjust enrichment and gross mismanagement by the individual defendants as, in the view of the plaintiffs, we had entered into poorly advised loan transactions and related party transactions. We believe that these claims are without merit and intend to vigorously defend them. We moved to dismiss the Complaint and on February 25, 2019, the Court granted the motion to dismiss but granted plaintiffs leave to amend their Complaint.  On March 11, 2019, plaintiffs filed their amended complaint asserting violations of breaches of fiduciary duties and unjust enrichment claims based on the previously pled transactions. On March 25, 2019, we filed a motion to dismiss the amended complaint.  The motion to dismiss is returnable before the Court on May 6, 2019.

 

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Based on our assessment of the facts underlying the claims, the uncertainty of litigation, and the preliminary stage of the case, we cannot estimate the reasonably possible loss or range of loss that may result from this action. However, an unfavorable outcome may have a material adverse effect on our business, financial condition and results of operations.

 

On November 28, 2018, Blockchain Mining Supply and Services, Ltd, a vendor who sold computers to our subsidiary, filed in the United States District Court for the Southern District of New York against us and our subsidiary, Super Crypto Mining, Inc. (Case No. 18-cv-11099). The Complaint asserted claims for breach of contract and promissory estoppel against the us and our subsidiary arising from the subsidiary’s failure to satisfy a purchase agreement.  The Complaint seeks damages in the amount of $1,388,495.

 

On February 4, 2019, pursuant to the Court’s Rules, we requested a pre-motion Conference with the Court.  The time to file our motion to dismiss is stayed until the Court’ holds the pre-motion Conference, which has not yet been scheduled by the Court.

 

Based on the our assessment of the facts underlying the claims, the uncertainty of litigation, and the preliminary stage of the case, we cannot estimate the reasonably possible loss or range of loss that may result from this action. However, we have established a reserve in the amount of the unpaid portion of the purchase agreement. An unfavorable outcome may have a material adverse effect on our business, financial condition and results of operations.

 

ITEM 4.MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

PART II

 

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

Our common stock is listed on the NYSE American under the symbol DPW. The following table sets forth our high and low sale prices per share of our common stock as reported by www.nasdaq.com on the NYSE American through April 12, 2019 and for each quarter for the past two fiscal years.

 

 

 

Fiscal Year Ended December 31, 2017
    High   Low
First Quarter   $35.00   $10.00
Second Quarter   $21.00   $8.00
Third Quarter   $19.20   $10.00
Fourth Quarter   $119.00   $10.20
First Quarter  of 2018   $72.00   $15.20

 

Fiscal Year Ended December 31, 2018
    High   Low
First Quarter   $72.00   $15.20
Second Quarter   $30.00   $9.80
Third Quarter   $13.4   $7.80
Fourth Quarter   $8.80   $1.80
First Quarter  of 2018   $3.20   $0.28
Second Quarter of 2018 through April 10, 2019 $0.34   $0.24

 

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On April 12, 2018, the last sales price per share of our common stock was $0.28.

 

Record Holders

 

As of April 12, 2019, 23,189,615 shares of our common stock were issued and outstanding and were owned by approximately 69 holders of record. A number of holders of our common stock are “street name” or beneficial holders whose shares of record are held by banks, brokers, and other financial institutions.

 

Dividend Policy

 

We have not declared or paid any cash dividends since our inception, and we do not intend to pay any cash dividends in the foreseeable future. The declaration of dividends in the future, if any, will be at the discretion of our Board of Directors and will depend upon our earnings, capital requirements, and financial position.

 

Equity Compensation Information

 

The following table summarizes information about our equity compensation plans as of December 31, 2018.

 

   Number of Shares       Number of Options
   of Common Stock   Weighted-   Remaining Available for
   to be Issued   Average   Future Issuance Under
   upon Exercise   Exercise Price   Equity Compensation Plans
   of Outstanding   of Outstanding   (excluding securities
   Options   Options   reflected in column (a))
Plan Category  (a)   (b)   (c)
Equity compensation plans approved by stockholders (1)   388,873   $20.3847   $ 507,789

  

(1)Includes warrants to purchase 15,873 shares of common stock at an exercise price of $0.20 per share of common stock that were issued to Mr. Kohn and approved the Company’s stockholders in December 2017 and options to purchase 199,875 shares of common stock at an average exercise price of $26.09 per share of common stock that were issued to the Company’s officers and directors and approved the Company’s stockholders in December 2017 and 2018.

 

Recent Sales of Unregistered Securities

 

On October 11, 2018, we entered into a Securities Purchase Agreement with a certain institutional investor providing for the issuance of (i) an Original Issue Discount Promissory Note in the principal face amount of $565,000 due December 8, 2018, for a purchase price of $510,000, and (ii) 20,000 shares of common stock to be issued by the Company.

 

During October 2018, in accordance with the terms of 12% term promissory notes in the principal face amount of $789,473, the Company issued 22,500 shares of its common stock to the investors.

 

These securities were sold in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act and the safe harbor of Rule 506 under Regulation D promulgated under the Securities Act.

 

Issuer Repurchases of Equity Securities

 

The Company repurchased 2,750 shares of its common stock for $57,748 during the year ended December 31, 2018.

 

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ITEM 6.SELECTED FINANCIAL DATA.

 

As a Smaller Reporting Company, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

 

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K contains forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Such forward-looking statements include statements regarding, among others, (a) our expectations about possible business combinations, (b) our growth strategies, (c) our future financing plans, and (d) our anticipated needs for working capital. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “approximate,” “estimate,” “believe,” “intend,” “plan,” “budget,” “could,” “forecast,” “might,” “predict,” “shall” or “project,” or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found in this Annual Report on Form 10-K.

 

Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” in this 10-K, changes in local, regional, national or global political, economic, business, competitive, market (supply and demand) and regulatory conditions and the following:

 

·Adverse economic conditions;
·Our ability to effectively execute our business plan;

·Inability to raise sufficient additional capital to operate our business;

·Our ability to manage our expansion, growth and operating expenses;

·Our ability to evaluate and measure our business, prospects and performance metrics;

·Our ability to compete and succeed in highly competitive and evolving industries;

·Our ability to respond and adapt to changes in technology and customer behavior;

·Our ability to protect our intellectual property and to develop, maintain and enhance a strong brand; and

·Other specific risks referred to in the section entitled “Risk Factors”.

 

We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. All forward-looking statements speak only as of the date of this Annual Report on Form 10-K. We undertake no obligation to update any forward-looking statements or other information contained herein unless required by law.

 

Information regarding market and industry statistics contained in this Annual Report is included based on information available to us that we believe is accurate. It is generally based on academic and other publications that are not produced for purposes of securities offerings or economic analysis. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. Except as required by U.S. federal securities laws, we have no obligation to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements. See the section entitled “Risk Factors” for a more detailed discussion of risks and uncertainties that may have an impact on our future results.

 

The amounts reported within our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are in U.S. dollars in thousands, except shares and per share data.

 

In this quarterly report, the “Company,” “DPW Holdings,” “we,” “us” and “our” refer to DPW Holdings, Inc., a Delaware corporation, our wholly-owned subsidiaries, Coolisys Technologies, Inc., Power-Plus Technical Distributors, LLC, Digital Power Lending, LLC, Super Crypto Mining, Inc., Digital Power Limited, Enertec Systems 2001 Ltd. and our majority owned subsidiaries, Microphase Corporation and I.AM, LLC.

 

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Recent Developments

 

On February 27, 2018, we entered into a Sales Agreement with H.C. Wainwright & Co., LLC (“HCW”) to sell shares of our common stock having an aggregate offering price of up to $50 million from time to time, through an “at the market offering” program (the “HWC ATM Offering”) under which HCW acted as sales agent. The offer and sale of our common stock was made pursuant to our effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-222132) filed with the SEC on December 18, 2017, amended on January 8, 2018, and declared effective by the SEC on January 11, 2018, and a prospectus supplement related to the HCW ATM Offering, dated February 27, 2018. The HCW ATM Offering was terminated effective September 23, 2018.

 

On October 15, 2018, we entered into an At-The-Market Issuance Sales Agreement with Wilson-Davis & Co., Inc., (“WDCO”) as sales agent to sell shares of our common stock, having an aggregate offering price of up to $25 million from time to time, through an “at the market offering” program (the “WDCO ATM Offering”). The offer and sale of our common stock was made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-222132) filed with the SEC on December 18, 2017, amended on January 8, 2018, and declared effective by the SEC on January 11, 2018, and a prospectus supplement related to the ATM Offering, dated October 15, 2018. Subject to the terms and conditions of the At-The-Market Issuance Sales Agreement, WDCO used commercially reasonable efforts to sell shares of our common stock, based upon our instructions, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and rules of the NYSE American. We paid to WDCO a commission in an amount equal to 4.0% of the gross sales price per share of common stock sold through the WDCO ATM Offering as sales agent under the At-The-Market Issuance Sales Agreement. The WDCO ATM Offering was terminated effective April 1, 2019.

 

GENERAL

 

We are a growth company seeking to increase our revenues through acquisitions. Our strategy reflects our management and Board’s current philosophy which we began implementing upon the change in control that was completed on September 22, 2016. Our acquisition and development target strategy include companies that have developed a “new way of doing business” in mature, well-developed industries experiencing changes due to new technology; companies that may become profitable or more profitable through efficiency and reduction of costs; companies that are related to our core business in the commercial and defense industries; and companies that will enhance our overall revenues. It is our goal to substantially increase our gross revenues in the near future.

 

We were originally a solution-driven organization that designed, developed, manufactured and sold high-grade customized and flexible power system solutions for the medical, military, telecom and industrial markets. Although we intend to seek growth through acquisitions, we will continue to focus on high-grade and custom product designs for the commercial, medical and military/defense markets, where customers demand high density, high efficiency and ruggedized products to meet the harshest and/or military mission critical operating conditions.

 

We have operations located in Europe through our wholly-owned subsidiary, Digital Power Limited (“DP Limited”), Salisbury, England, which operates under the brand name of “Gresham Power Electronics” (“Gresham”). DP Limited designs, manufactures and sells power products and system solutions mainly for the European marketplace, including power conversion, power distribution equipment, DC/AC (Direct Current/Active Current) inverters and UPS (Uninterrupted Power Supply) products. Our European defense business is specialized in the field of naval power distribution products.

 

On November 30, 2016, DPW Holdings formed Digital Power Lending, LLC (“DP Lending”), a wholly-owned subsidiary. DP Lending is engaged in providing commercial loans to companies throughout the United States to provide them with operating capital to finance the growth of their businesses. The loans will primarily be short-term, ranging from six to twelve months, but may be of longer duration.

 

On June 2, 2017, DPW Holdings purchased 56.4% of the outstanding equity interests of Microphase Corporation (“Microphase”). Microphase is a design-to-manufacture original equipment manufacturer, or OEM, industry leader delivering world-class radio frequency (“RF”) and microwave filters, diplexers, multiplexers, detectors, switch filters, integrated assemblies and detector logarithmic video amplifiers (“DLVA”) to the military, aerospace and telecommunications industries. Microphase is headquartered in Shelton, Connecticut.

 

On April 25, 2017, DPW Holdings formed Coolisys Technologies, Inc. (“Coolisys”), a wholly-owned subsidiary. The Company intends to operate its existing businesses in the customized and flexible power system solutions for the medical, military, telecom and industrial markets, other than the European markets which are primarily served by DP Limited, in Coolisys.

 

Further, on September 1, 2017, Coolisys acquired all of the outstanding membership interests in Power-Plus Technical Distributors, LLC, a California limited liability company (“Power-Plus”). Power-Plus is an industrial distributor of value added power supply solutions, UPS systems, fans, filters, line cords, and other power-related components. In addition to its current business, Power-Plus will serve as an extended sales organization for the Company’s overall flexible power system solutions.

 

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On December 31, 2017, Coolisys entered into a share purchase agreement with Micronet Enertec Technologies, Inc. (“MICT”), a Delaware corporation, Enertec Management Ltd., an Israeli corporation and wholly owned subsidiary of MICT (“EML”), and Enertec Systems 2001 Ltd. (“Enertec”), an Israeli corporation and wholly owned subsidiary of EML, pursuant to which Coolisys acquired Enertec. Enertec is Israel’s largest private manufacturer of specialized electronic systems for the military market. On May 23, 2018, Coolisys acquired Enertec for an aggregate cash purchase price of $4,850,099.

 

On May 23, 2018, DP Lending entered into and closed a securities purchase agreement to acquire 98.1% of I.AM, Inc. (“I.AM”), for a purchase price of $981. I.AM owns and operates the Prep Kitchen brand restaurants located in the San Diego area. I.AM owed DP Lending $1,715,330 in outstanding principal, pursuant to a loan and security agreement, between I.AM and DP Lending, that I.AM used to acquire the restaurants. The purchase agreement provides that, as I.AM repays the outstanding loan to DP Lending in accordance with the loan agreement, DP Lending will on a pro rata basis transfer shares of common stock of I.AM to David J. Krause, up to an aggregate of 471 shares.

 

We are a Delaware corporation with our corporate office located at 201 Shipyard Way, Suite E, Newport Beach, California 92663. Our phone number is 510-657-2635 and our website address is www.dpwholdings.com.

 

Results of Operations

 

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017

 

The following table summarizes the results of our operations for the years ended December 31, 2018 and 2017.

 

 

   For the Years Ended 
   December 31, 
   2018   2017 
         
Revenue  $17,762,217   $10,000,749 
Revenue, cryptocurrency mining   1,675,549    — 
Revenue, related party   3,907,280    173,751 
Revenue, restaurant operations   3,462,140    — 
Revenue, lending activities   347,033    — 
Total revenue   27,154,219    10,174,500 
Cost of revenue   21,774,658    6,325,027 
Gross profit   5,379,561    3,849,473 
Total operating expenses   24,985,017    9,832,518 
           
Loss from operations   (19,605,456)   (5,983,045)
Interest expense   (13,453,344)   (4,990,397)
Loss before income taxes   (33,058,800)   (10,973,442)
Income tax benefit   76,599    78,393 
Net loss   (32,982,201)   (10,895,049)
Less: Net loss attributable to non-controlling interest   748,320    278,818 
Net loss attributable to DPW Holdings  $(32,233,881)  $(10,616,231)
Preferred deemed dividends on Series B and Series C Preferred Stock   (108,049)   (584,182)
Preferred dividends on Series C Preferred Stock   —    (54,059)
Net loss available to common stockholders  $(32,341,930)  $(11,254,472)
           
Basic and diluted net loss per common share  $(11.15)  $(18.05)
           
Basic and diluted weighted average common shares outstanding   2,899,888    623,583 
           
Comprehensive Loss          
Loss available to common stockholders  $(32,341,930)  $(11,254,472)
Other comprehensive income (loss)          
Foreign currency translation adjustment   (377,823)   152,078 
Net unrealized (loss) gain on securities available-for-sale   (8,027,746)   5,171,743 
Other comprehensive income (loss)   (8,405,569)   5,323,821 
Total Comprehensive loss  $(40,747,499)  $(5,930,651)
           

  

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Revenues

 

Our revenues increased by $16,979,719 or 166.9% to $27,154,219 for the year ended December 31, 2018, from $10,174,500 for the year ended December 31, 2017. The increase in revenue was primarily due to our four acquisitions completed during 2017 and 2018. Revenues generated by these four acquisitions during the year ended December 31, 2018, represented $13,174,615 of our increase in revenues. Excluding the increase in revenues that were generated by our recent acquisitions, the Company generated revenues of $13,979,604, which represented an increase of $7,309,882. As discussed below, the increase of $7,309,882 from the year ended December 31, 2017, was primarily due to our cryptocurrency mining operations and on revenues generated from a related-party from the manufacture of the Multiplex Laser Surface Enhancement (“MLSE”) plasma-laser system.

 

Revenues, cryptocurrency mining

 

In January 2018, we formed Digital Farms. During the year ended December 31, 2018, we recognized $1,675,549 of revenues generated by Digital Farms.

 

Revenues, related party

 

During the years ended December 31, 2018 and 2017, we recognized $3,907,280 and $173,751, respectively, in revenues resulting from our relationship with MTIX, a related party. In March 2017, the Company was awarded a 3-year, $50 million purchase order by MTIX to manufacture, install and service the MLSE plasma-laser system.

 

Gross Margins

 

Gross margins decreased to 19.8% for the year ended December 31, 2018 compared to 37.8% for the year ended December 31, 2017. The decrease in gross margins was partially attributable to the lower margin revenue of $3,907,280 from MTIX, a related party, with gross margins of 21.5% combined with negative margins of (202.7%) on revenues of $1,675,549 at Digital Farms. The negative gross margins at Digital Farms are attributed to monthly recurring fixed costs at our colocation facilities which temporarily exceed the revenues from our mining operations while we place our miners in service. If we had not recognized revenue, and the related cost of revenue, from Digital Farms and our contract with MTIX, then our adjusted gross margins for the year ended December 31, 2018 would have been 36.8%. The decrease in gross margins from 37.8% to 36.8% is mainly attributable to an increase in costs of our commercial products sold in our U.S. operations, which historically have had much greater gross margins, offset by higher gross margins related to restaurant operations.

 

Engineering and Product Development

 

Engineering and product development expenses increased by $310,793 to $1,430,538 for the year ended December 31, 2018 from $1,119,745 for the year ended December 31, 2017. The increase is primarily attributed to our acquisitions of Microphase and Enertec. The closing of the acquisitions of Microphase and Enertec occurred on June 2, 2017 and May 23, 2018, respectively. Enertec incurred engineering and product development expenses for the period May 23, 2018 to December 31, 2018 of $135,964. During the prior-year period, Microphase reported $293,775 in engineering and product development expenses as opposed to $466,575 during the year ended December 31, 2018. In aggregate, these acquisitions resulted an increase in engineering and product development expenses of $308,764.

 

Selling and Marketing

 

Selling and marketing expenses were $3,010,790 for the year ended December 31, 2018 compared to $1,721,050 for the year ended December 31, 2017, an increase of $1,289,740. Our acquisition of Microphase, Power-Plus, Enertec and I.AM accounted for $1,111,987, of the increase in selling and marketing expenses. The remaining increase of $177,753 is attributed to an increase in personnel costs directly attributed to sales and marketing personnel at our U.S. and UK based operations. Throughout the quarter ended March 31, 2017, we augmented our sales and marketing team in the U.S. with the addition of a Vice President of Business Development and two regional sales managers. The increase in selling and marketing expenses is partially attributed to the increase in salaries and benefits and travel related costs for these three new sales and marketing positions. Further, during December 2017, we hired a Sales Director at our UK operations.

 

General and Administrative

 

General and administrative expenses were $19,842,378 for the year ended December 31, 2018 compared to $6,991,723 for the year ended December 31, 2017, an increase of $12,850,655. Our acquisitions of Microphase, Enertec and I.AM accounted for $3,929,639 of the increase in general and administrative expenses. The adjusted increase of $8,921,016 from the comparative prior period was mainly due to higher stock-based compensation expenses, an increase in legal and audit costs, an increase in investor relationship costs and hiring of additional consultants to build an infrastructure in anticipation of our future growth and the increase in cost attributed to the hiring of a new chief financial officer. The remaining increase in general and administrative expenses is due to various costs, none of which are significant individually.

 

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·

In aggregate, we incurred $4,719,265 of stock-based compensation during the year ended December 31, 2018. Of this amount, $2,951,978 was from issuances of equity-based awards pursuant to our Plans and $1,767,287 was from stock, options and warrants which were issued outside the Plans. It has been our policy to allocate the majority of stock-based compensation to general and administrative expense. During the year ended December 31, 2018 and 2017, and inclusive of equity-based awards issued outside the Plans, we recorded $4,688,819 and $1,754,939, respectively, of stock-based compensation in general and administrative expense. 

 

·We experienced an aggregate increase of $135,017 in audit and legal fees due to an overall increase in the operations conducted and the level of complexity and significant number of the transactions entered into during the year ended December 31, 2018.

 

·Beginning during the quarter ended December 31, 2016, we spent significant effort on expanding our investor base and on hiring additional consultants to assist building an infrastructure to support our anticipated growth. These efforts were continued during the year ended December 31, 2018 and resulted in an increase of $331,995 in costs attributed to investor relations and other consulting fees.

 

·During January 2018 we hired a new Chief Financial Officer and in September 2017 we hired a senior executive to assist in management at Coolisys. These two hires resulted in an overall increase in payroll expense of approximately $395,000 during the year ended December 31, 2018.

 

·Finally, we recently established Digital Farms, our digital currency blockchain mining subsidiary, and DP Lending, our commercial lending subsidiary. During the year ended December 31, 2018, general and administrative costs attributed to these subsidiaries were $2,981,527.

 

Interest (expense) income, net

 

Interest expense was $13,453,344 for the year ended December 31, 2018 compared to $4,990,397 for the year ended December 31, 2017. The increase in interest expense for the year ended December 31, 2018 is primarily related to the amortization of debt discount, in the aggregate amount of $11,191,056 resulting from original issue discount on the issuance of warrants in conjunction with the sale of debt instruments in the aggregate amount of $25,443,760. During the year ended December 31, 2018, as a result of these issuances, non-cash interest expense of $11,191,056 was recorded from the amortization of debt discount and debt financing costs. The remaining increase in interest expense was due to an increase in the amount of the Company’s total borrowings and which was primarily offset by interest income and the accretion of original issue discount pursuant to the Loan and Security Agreement entered into on September 6, 2017, between the Company and AVLP (“AVLP Loan Agreement”) of $2,034,358.

 

Operating Loss

 

The Company recorded an operating loss of $19,605,456 for the year ended December 31, 2018 compared to an operating loss of $5,983,045 for the year ended December 31, 2017. The increase in operating loss is mostly attributable from the increase of general and administrative expenses.

 

Net Loss

 

For the foregoing reasons, our net loss for the year ended December 31, 2018, was $32,982,201 compared to a net loss of $10,895,049 for the year ended December 31, 2017. After taking into consideration the loss attributable to the non-controlling interest of the minority stockholders of Microphase of $430,265 and $278,818 and preferred dividends of $108,049 and $638,241 during the years ended December 31, 2018 and 2017, respectively, the net loss available to common stockholders during the years ended December 31, 2018 and 2017, was $32,341,930 and $11,254,472, respectively.

 

As reflected in our consolidated statement of cash flows for the years ended December 31, 2018 and 2017, our reported net loss is comprised of non-cash charges of $16,812,868 and $6,334,058, respectively. A summary of these non-cash charges is as follows: 

 

   For the Years Ended 
   December 31, 
   2018   2017 
Interest expense – debt discount  $11,191,056   $4,688,630 
Stock-based compensation   4,719,266    1,831,435 
Depreciation and amortization   2,906,905    254,006 
Interest expense on conversion of promissory notes to common stock   —    13,333 
Accretion of original issue discount on notes receivable – related party   (2,004,358)   (453,346)
Non-cash items included in net loss  $16,812,868   $6,334,058 

  

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Other comprehensive income (loss)

 

Other comprehensive income (loss) was ($8,405,569) and $5,323,821, respectively, for the years ended December 31, 2018 and 2017. Other comprehensive loss for the year ended December 31, 2018, which decreased our equity, reflects the impact of the weakening of the British Pound on the equity of DP Limited combined with unrealized losses in our investments in marketable securities, primarily in the warrants that we received as a result of our investment in AVLP, a related party. During the year ended December 31, 2017, unrealized gains in our investment in the AVLP warrants was the principal component of other comprehensive income.

 

LIQUIDITY AND CAPITAL RESOURCES

 

On December 31, 2018, we had cash and cash equivalents of $902,329. This compares with cash and cash equivalents of $1,478,147 at December 31, 2017. The decrease in cash and cash equivalents was primarily due to cash provided by financing activities being slightly less than the amount of cash used in operating and investing activities.

 

Net cash used in operating activities totaled $10,422,404 for the year ended December 31, 2018, compared to net cash used by operating activities of $4,116,564 for the year ended December 31, 2017. During the year ended December 31, 2018, the increase in net cash used in operating activities compared to the year ended December 31, 2017 was mainly due to the net loss for the year ended December 31, 2018 of $32,982,201. The net loss was partially offset by a number of non-cash charges, the amortization of debt discount of $11,191,055 and stock-based compensation of $4,719,266, an increase in accounts receivable, related party of $3,713,903 and accounts payable and accrued expenses of $7,797,395 and decreases in our accounts receivable of $2,754,631.

 

Net cash used in investing activities was $20,618,928 for the year ended December 31, 2018 compared to $8,673,963 of net cash used in investing activities for the year ended December 31, 2017. The increase of the net usage of cash from investing activities was primarily attributed to the purchase of property and equipment at Digital Farms, the investment in AVLP, the acquisition of Enertec and investments in debt and equity securities.

 

Net cash provided by financing activities was $30,537,688 and $13,223,500 for the years ended December 31, 2018 and 2017, respectively. The financing activities primarily related to the sale of 1,640,935 shares of common stock through a registered direct offering and from our ATM Offering for gross proceeds of $23,884,470, net proceeds from the Company’s debt financings and from advances of future receipts of $28,794,037 which was offset by payments on debt instruments of $20,974,155 and proceeds from the exercise of options and warrants of $964,966.

 

Historically, we have financed our operations principally through issuances of convertible debt, promissory notes and equity securities. During 2018, as reflected below, we continued to successfully obtain additional equity and debt financing and in restructuring existing debt.

 

·On January 23, 2018, we entered into a securities purchase agreement with an institutional investor to sell, for an aggregate purchase price of $1,000,000, a 10% senior convertible promissory note (the “Note”) with an aggregate principal face amount of $1,250,000, a warrant to purchase an aggregate of 31,250 shares of our common stock and 27,174 shares of our common stock. The transactions contemplated by the securities purchase agreement closed on February 8, 2018. The Note is convertible into 31,250 shares of our common stock, a conversion price of $40.00 per share, subject to adjustment. The exercise price of the warrant to purchase 31,250 shares of our common stock is $44.00 per share, subject to adjustment. On February 9, 2018, in addition to the 543,478 shares of common stock provided for pursuant to the securities purchase agreement, we issued to the investor an aggregate of 34,597 shares of our common stock upon the conversion of the entire outstanding principal and accrued interest on the Note of $1,383,884.

 

·On January 25, 2018, we issued two 5% promissory notes, each in the principal face amount of $2,500,000 for an aggregate debt of $5,000,000 to two institutional investors. The proceeds from the two promissory notes was used to purchase 1,000 Antminer S9s manufactured by Bitmain Technologies, Inc. in connection with our mining operations. We received delivery of the Miners on February 1, 2018. On March 27, 2018, we paid the principal and accrued interest on each of the 5% promissory notes.

 

·On February 20, 2018, we issued a promissory note in the principal face amount of $900,000 to an accredited investor. This promissory note included an original issue discount (“OID”) of $150,000 resulting in net proceeds of $750,000. The principal and OID on this note was due and payable on March 22, 2018. On March 23, 2018, we entered into a new promissory note in the principal amount of $1,750,000 for a term of two months, subject to our ability to prepay within one month. The interest rate payable on this new promissory note was twenty percent per thirty calendar days, payable in a lump sum on the maturity date. We also issued to the lender a warrant to purchase 62,500 shares of our common stock at an exercise price of $23.00 per share, pursuant to a consulting agreement. The principal amount of the new promissory note consisted of net proceeds of $1,000,000 and the cancellation of the principal of $750,000 from the February 20, 2018 promissory note. The interest on the February 20, 2018 note in the amount of $150,000 was paid to the lender prior to entering into the new promissory note. On April 23, 2018, we paid the entire outstanding principal and accrued interest on the new promissory note of $2,100,000.

 

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·On February 26, 2018, we issued a 10% promissory note in the principal face amount of $330,000 to an accredited investor. This promissory note included an OID of $30,000 resulting in net proceeds to us of $300,000. The principal and accrued interest on this note was due and payable on April 12, 2018, subject to a 30-day extension available to us. This 10% promissory note was paid on April 27, 2018.

 

·On February 27, 2018, we entered into a Sales Agreement with H.C. Wainwright & Co., LLC (“HCW”) to sell shares of common stock having an aggregate offering price of up to $50 million (the “Shares”) from time to time, through an “at the market offering” program (the “HCW ATM Offering”) under which HCW acted as sales agent. The offer and sale of the Shares was made pursuant to our effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-222132) filed with the SEC on December 18, 2017, amended on January 8, 2018, and declared effective by the SEC on January 11, 2018, and a prospectus supplement related to the HCW ATM Offering, dated February 27, 2018. The HCW ATM Offering was terminated effective September 23, 2018.

 

·On March 23, 2018, we entered into a securities purchase agreement to sell and issue a 12% promissory note and a warrant to purchase 22,500 shares of common stock to an accredited investor. The promissory note was issued with a 10% OID. The promissory note is in the principal amount of $1,000,000 and was sold for $900,000, bears interest at 12% simple interest on the principal amount, and is due on June 22, 2018. Interest only payments are due, in arrears, on a monthly basis commencing on April 23, 2018. The exercise price of the warrant is $23.00 per share. The promissory note is unsecured by any of our assets but is guaranteed by our Chief Executive Officer.

 

·On March 27, 2018, we issued a 10% promissory note in the principal face amount of $200,000 to an accredited investor. The principal and accrued interest on this note was due and payable on March 29, 2018. Between March 29 and April 24, 2018, we paid the entire outstanding principal on this 10% promissory note of $200,000.

 

·On April 16, 2018, we entered into securities purchase agreements with three institutional investors to sell, for an aggregate purchase price of $1,550,000, 12% secured convertible promissory notes (“Convertible Notes”) with an aggregate principal face amount of $1,722,222, warrants to purchase an aggregate of 49,679 shares of our common stock, and an aggregate of 10,046 shares of our common stock. The Convertible Notes bear simple interest at 12% on the principal amount with a guarantee of interest during the initial six months in the amount of $103,333. Beginning on May 16, 2018, we were required to make six monthly cash payments in the aggregate amount of $304,259 until the Convertible Notes are satisfied in full, which was to occur on October 16, 2018. On August 31, 2018, the Company made its final payment and in aggregate paid principal and accrued interest of $1,722,222 and $103,333, respectively, on the 12% April 2018 Convertible Notes. The warrants entitle the holders to purchase, in the aggregate, up to 49,679 shares of our common stock at an exercise price of $26.00 per share for a period of five years subject to certain beneficial ownership limitations.

 

·On May 15, 2018, we entered into securities purchase agreements with certain investors for the sale and issuance of an aggregate of 384,589 shares of our Class A common stock, and five-year warrants to purchase such number of shares of common stock equal to the shares of common stock purchased by the investors. We received aggregate consideration of $5,999,584, consisting of cash and the cancellation of short-term advances of $3,225,000 and $2,774,584, respectively. These securities were issued pursuant to our registration statement filed with the Securities and Exchange Commission (File No. 333-222132) which became effective on January 11, 2018.

 

·On May 15, 2018, we entered into a securities purchase agreement with an institutional investor providing for the issuance of (i) a 10% senior secured convertible promissory note (the “10% Convertible Note”) with a principal face amount of $6,000,000, (ii) a five-year warrant to purchase 55,556 shares of the Company’s common stock (the “Series A Warrant Shares”) at an exercise price of $27.00 (the “Series A Warrant”), (iii) a five-year warrant to purchase 86,207 shares of the Company’s common stock (the “Series B Warrant Shares” and with the Series A Warrant Shares, the “Warrant Shares”) at an exercise price of $17.40 per share (the “Series B Warrant” and together with the Series A Warrant, the “Warrants”), and (iv) 17,241 shares of our common stock. Initially, the 10% Convertible Note was convertible into our common stock at $15.00 per share, but could only be converted if an event of default thereunder had occurred and not been cured on a timely basis. Pursuant to an amendment dated as of August 31, 2018, we reduced the conversion price to $8.00 from $15.00. Further, on September 25, 2018, we entered into an agreement to amend the maturity date on the 10% Convertible Note, pursuant to which amendment the amortization schedule of the 10% Convertible Note provides for 13 monthly payments in the amount of $309,193, and for the fourteenth payment to be in the amount of $1,011,427, plus accrued and unpaid interest. Each such amortization payment shall be made in cash or Bitcoin

 

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In connection with the financing, pursuant to an engagement agreement with Alliance Global Partners (“AGP”), a licensed broker-dealer with FINRA, we agreed to pay to AGP a cash fee, or placement agent fee, equal to 5% of the aggregate gross proceeds raised. Such fee was paid at the closing of the offering. In addition, AGP shall receive a cash fee equal to 5% of such cash exercise price proceeds received by us, payable within 48 hours of our receipt of any cash exercise price proceeds from the exercise of any warrants sold, provided that no such fee is due and payable hereunder in the event the warrants are not exercised for cash. AGP is also entitled to receive a warrant to purchase 7,500 shares of common stock with an exercise price of $20.00, which warrant shall be exercisable for 5-years via cashless exercise until registered and via cash thereafter.

 

·On July 2, 2018, we entered into a securities purchase agreement with an institutional investor providing for the issuance of (i) a second 10% senior secured convertible promissory note (the “Second 10% Convertible Note”) with a principal face amount of $1,000,000, which Second 10% Convertible Note was initially convertible into our common stock at $15.00 per share and (ii) an additional 20,000 of the Company’s common stock to be issued in connection with the 10% Convertible Note. Pursuant to an amendment dated as of August 31, 2018, we reduced the conversion price to $8.00 from $15.00. The Second 10% Convertible Note matures on January 1, 2019.

 

·On August 31, 2018, we entered into a securities purchase agreement with the institutional investor providing for the issuance of (i) a third 10% convertible note (the “Third 10% Convertible Note” and with the 10% Convertible Note and the Second 10% Convertible Note, the “10% Convertible Notes”) with a principal face amount of $2,000,000, which Third Convertible Note is convertible into 250,000 shares of our common stock at $8.00 per share and (ii) an additional 31,000 of our common stock. The shares of common stock issuable pursuant to the Third 10% Convertible Note have not yet been issued to the institutional investor. The Third 10% Convertible Note matures on February 15, 2019.

 

·On August 10, 2018, DP Lending issued a 12% promissory note in the principal amount of $550,000 to an accredited investor. This promissory note included an OID of $50,000 resulting in net proceeds of $500,000. The principal and accrued interest on this note is due and payable on August 10, 2019.

 

·On August 16, 2018, we entered into a securities purchase agreement with certain institutional investors providing for the issuance of (i) secured promissory notes (the “Notes”) in the aggregate principal face amount of $1,212,000 due February 15, 2019, at an interest rate of eight percent (8%) per annum for which we received an aggregate of $1,010,000, and (ii) an aggregate of 20,000 shares of common stock to be issued by us, subject to approval of the NYSE American.

 

·On August 23, 2018, DP Lending issued a promissory note in the principal amount of $85,000 to an accredited investor. This promissory note included an OID of $10,000 resulting in net proceeds of $75,000. The principal and accrued interest on this note was due and payable on September 24, 2018.

 

·On August 28, 2018, DP Lending issued a promissory note in the principal amount of $115,000 to an accredited investor. This promissory note included an OID of $15,000 resulting in net proceeds of $100,000. The principal and accrued interest on this note was due and payable on September 14, 2018. This promissory note was paid on September 21, 2018.

 

·During September 2018, we issued to institutional investors 12% term promissory notes in the principal face amount of $789,473, with an interest rate of 12% for a purchase price of $749,999. The outstanding principal face amount, plus any accrued and unpaid interest, was due by December 31, 2018, or as otherwise provided in accordance with the terms set forth therein. In accordance with the notes, we also agreed to issue 22,500 shares of our common stock to the investors. The notes contain standard and customary events of default.

 

·On October 11, 2018, we entered into a Securities Purchase Agreement with a certain institutional investor providing for the issuance of (i) an Original Issue Discount Promissory Note in the principal face amount of $565,000 due December 8, 2018, for a purchase price of $510,000, and (ii) 20,000 shares of common stock to be issued by the Company, subject to approval of the NYSE American.

 

·On October 15, 2018, we entered into an At-The-Market Issuance Sales Agreement with Wilson-Davis & Co., Inc. (“WDCO”) to sell shares of our common stock, having an aggregate offering price of up to $25 million from time to time, through an “at the market offering” program (the “WDCO ATM Offering”) under which WDCO acts as sales agent. The offer and sale of the shares through the WDCO ATM Offering was made pursuant to our effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-222132) filed with the SEC on December 18, 2017, amended on January 8, 2018, and declared effective by the SEC on January 11, 2018, and a prospectus supplement related to the WDCO ATM Offering, dated October 15, 2018.

 

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We expect to continue to incur losses for the foreseeable future and will be required to raise additional capital to continue to support our working capital requirements. We believe that the MLSE purchase order contract of $50 million and revenue generated by Digital Farms will generate meaningful revenue and corresponding cash in 2019. In addition, we have been successful over the last 12 months in raising capital to support our working capital requirements. We anticipate that we will continue to raise capital through public and private equity offerings, debt financings, or other means. If we are unable to secure additional capital, we may be required to curtail our current operations and take additional measures to reduce costs expenses, including reducing our workforce, eliminating outside consultants, ceasing or reducing our due diligence of potential future acquisitions, including the associated legal fees, in order to conserve cash in order to sustain operations and meet our obligations.

 

Based on the above, these matters raise substantial doubt about the Company’s ability to continue as a going concern.

 

Critical Accounting Policies

 

See Note 3, Basis of Presentation and Significant Accounting Policies, to the Company’s consolidated financial statements for the year ended December 31, 2018 included in this Annual Report.

 

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Because we are a smaller reporting company, this section is not applicable

 

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

  

The financial statements required by this Item 8 are included in this Annual Report following Item 16 hereof. As a smaller reporting company, we are not required to provide supplementary financial information.

 

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

Not applicable

 

ITEM 9A.CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As of December 31, 2018, we have carried out an evaluation, under the supervision of, and with the participation of, our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have established disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

 

Based upon that evaluation, our principal executive officer and principal financial officer, with the assistance of other members of the Company's management, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report and has determined that our disclosure controls and procedures were not effective due to certain material weaknesses as described herein.

 

Management’s Annual Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

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Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2018. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated 2013 Framework. Our management has concluded that, as of December 31, 2018, our internal control over financial reporting was not effective.

 

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following material weaknesses:

 

1.We do not have sufficient resources in our accounting function, which restricts our ability to gather, analyze and properly review information related to financial reporting in a timely manner. In addition, due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties during our assessment of our disclosure controls and procedures and concluded that the control deficiency that resulted represented a material weakness

 

2.We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely communication between non–financial and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness.

 

3.We did not design or maintain effective general information technology (“IT”) controls over certain information systems that are relevant to the mitigation of the risk pertaining to the misappropriation of assets. Specifically, we did not design and implement:

 

·Program change management controls for certain financially relevant systems to ensure that IT program and data changes affecting the Company’s (i) financial IT applications, (ii) digital currency mining equipment, (iii) digital currency hardware wallets, and (iv) underlying accounting records, are identified, tested, authorized and implemented appropriately; and

 

·Physical security controls to ensure that the (i) digital currency hardware wallets, (ii) digital currency hardware wallet master seed phrases, (iii) digital currency hardware wallet pin codes, and (iv) the digital currency mining equipment were safeguarded, monitored, validated, and restorable, both physically and electronically.

 

Planned Remediation

 

Management, in coordination with the input, oversight and support of our Audit Committee, has identified the measures below to strengthen our control environment and internal control over financial reporting.

 

In January 2018 we hired a new Chief Financial Officer and engaged the services of a financial accounting advisory firm. In September 2018, we hired a Chief Accounting Officer and in January 2019, we hired a Senior Vice President of Finance. We have tasked these individuals with expanding and monitoring the Company’s internal controls, to provide an additional level of review of complex financial issues and to assist with financial reporting. Further, as we continue to expand our internal accounting department, the Chairman of the Audit Committee shall perform the following:

 

·assists with documentation and implementation of policies and procedures and monitoring of controls,

 

·reviews all anticipated transactions that are not considered in the ordinary course of business to assist in the early identification of accounting issues and ensure that appropriate disclosures are made in our financial statements

 

We are currently working to improve and simplify our internal processes and implement enhanced controls, as discussed above, to address the material weaknesses in our internal control over financial reporting and to remedy the ineffectiveness of our disclosure controls and procedures.

 

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to a provision under the Dodd-Frank Wall Street Reform and Consumer Protection Act which grants a permanent exemption for non-accelerated filers from complying with Section 404(b) of the Sarbanes-Oxley Act of 2002.

 

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Changes in Internal Control over Financial Reporting

 

During the most recent fiscal quarter 2018 there were no significant changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

ITEM 9B.          OTHER INFORMATION.

 

None

 

 

PART III

 

Item 10.           Directors, Executive Officers and Corporate Governance.

 

The following table sets forth the positions and offices presently held by each of our current directors and executive officers and their ages:

 

      Served as a
    Position and Offices Director and
Name Age Held with the Company Officer Since
Milton C. Ault, III(1) 49 Chief Executive Officer, Chairman of the Board and Director 2017
William B. Horne (2) 50 Chief Financial Officer and Director 2016
Amos Kohn 59 President and Director 2003
Robert O. Smith (3) (5) 75 Director 2016
Moti Rosenberg (5) 70 Director 2015
Jeffrey A. Bentz (4) (5) 59 Director 2018

 

(1) Effective March 16, 2017, Mr. Ault was appointed to the Board.
(2)

On October 13, 2016, William B. Horne was appointed to the Board. Pursuant to a securities purchase agreement dated September 5, 2016 by and among the Company, Philou

Ventures, and Telkoor. Philou Ventures has the right to appoint one member to the Board of Directors.

(3) On September 22, 2016, Mr. Robert O. Smith was appointed to the board.
(4) On January 24, 2018, Mr. Jeffrey A. Bentz was appointed to the board.
(5) Independent Director and Member of the Audit, Compensation and Nominating and Governance Committees.

 

Each of the directors named above will serve until the next annual meeting of our stockholders or until his respective successor is elected and qualified. Subject to the terms of applicable employment agreements, our executive officers serve at the discretion of our Board.

 

Mr. Milton C. Ault, III

 

On March 16, 2017, Mr. Ault was appointed Executive Chairman of the Board and on December 28, 2017, Mr. Ault was appointed Chief Executive Officer. Mr. Ault is a seasoned business professional and entrepreneur that has spent more than twenty-seven years identifying value in various financial markets including equities, fixed income, commodities, and real estate. Mr. Ault founded on February 25, 2016 Alzamend Neuro, Inc., a biotechnology firm dedicated to finding the treatment, prevention and cure for Alzheimer’s Disease and has served as its Chairman since. Mr. Ault has served as Chairman of Ault & Company, a holding company since December 2015, and as Chairman of Avalanche International Corp since September 2014, a “voluntary filer” under the Exchange Act. Since January, 2011, Mr. Ault has been the Vice President of Business Development for MCKEA Holdings, LLC, a family office. Through this position, Mr. Ault has consulted for a few publicly traded and privately held companies, providing each of them the benefit of his diversified experience, that range from development stage to seasoned businesses. He was the President, Chief Executive Officer, Director and Chairman of the Board of Zealous, Inc. from August 2007 until June 4, 2010 and again from February 2011 through May 1, 2011. Mr. Ault was a registered representative at Strome Securities, LP, from July 1998 until December 2005, where he was involved in portfolio management and worked on several activism campaigns including Taco Cabana, Jack In The Box (formerly Foodmaker), and 21st Century Holdings Co. Mr. Ault became majority stockholder of Franklin Capital Corp and was elected to its board of directors in July 2004 and became its Chairman and Chief Executive Officer in October 2004 serving until January 2006, and again from July 2006 to January 2007. In April 2005, the company changed its name to Patient Safety Technologies, Inc. (OTCBB:PSTX, OTCQB:PSTX) (“PST”) and purchased SurgiCount Medical, Inc. Stryker Corporation (NYSE:SYK) acquired PST at the beginning of 2014 in a deal valued at approximately one hundred twenty million dollars ($120,000,000). PST’s wholly owned operating subsidiary, SurgiCount Medical, Inc., is the company that developed the SafetySponge® System; a bar coding technology for inventory control that aims to detect and prevent the incidence of foreign objects left in the body after surgery. We believe that Mr. Ault’s business background demonstrates he has the qualifications to serve as one of our directors and as Chairman.

 

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Amos Kohn

 

Mr. Kohn has served as a member of our board of directors since 2003, as our President since 2008. Mr. Kohn also served at our Chief Executive Officer from 2008 to December 2017. From March 2011 until August 2013 and again from July 2017 until January 2018, Mr. Kohn also served as interim Chief Financial Officer. Mr. Kohn has more than 20 years of successful global executive management experience, including multiple C-level roles across private and established publicly-traded companies. Mr. Kohn has successfully managed cross-functional teams, driven corporations to high profitability, built customer loyalty and led businesses through expansion and sustained growth. His areas of expertise include operations, technology innovation, manufacturing, strategic analysis and planning and M&A. Mr. Kohn was Vice President of Business Development at Scopus Video Networks, Inc., a Princeton, New Jersey company that develops and markets digital video networking products (2006-2007); Vice President of Solutions Engineering at ICTV Inc., a leading provider of network-based streaming media technology solutions for digital video and web-driven programming, located in Los Gatos, California (2003-2006); Chief Architect at Liberate Technologies, a leading company in the development of a full range of digital media processing for telecom and cable TV industries, located in San Carlos, California (2000-2003); and Executive Vice President of Engineering and Technology at Golden Channel & Co., the largest cable television multiple-systems operator (MSO) in Israel, where he had executive responsibility for developing and implementing the entire nationwide cable TV system (1989-2000). Mr. Kohn holds a degree in electrical and electronics engineering and is named as an inventor on several United States and international patents. We believe that Mr. Kohn’s extensive executive-level management experience in diversified industries, including, but not limited to, power electronics, telecommunications, cable television, broadcast and wireless, as well as his service as a director on our board since 2003, give him the qualifications and skills to serve as one of our directors. 

 

William B. Horne

 

Mr. Horne has served as a member of our board of directors since October 2016. On January 25, 2018, Mr. Horne was appointed as our Chief Financial Officer. Prior to his appointment as our Chief Financial Officer, Mr. Horne served as one our independent directors. He has served as the Chief Financial Officer of Targeted Medical Pharma, Inc. (OTCBB: TRGM) since August 2013. Mr. Horne is a director of and Chief Financial Officer to Avalanche International, Corp., a “voluntary filer” under the Exchange Act. Mr. Horne previously held the position of Chief Financial Officer in various companies in the healthcare and high-tech field, including OptimisCorp, from January 2008 to May 2013, a privately held, diversified healthcare technology company located in Los Angeles, California. Mr. Horne served as the Chief Financial Officer of Patient Safety Technologies, Inc. (OTCBB: PSTX), a medical device company located in Irvine, California, from June 2005 to October 2008 and as the interim Chief Executive Officer from January 2007 to April 2008. In his dual role at Patient Safety Technologies, Mr. Horne was directly responsible for structuring the divestiture of non-core assets, capital financings and debt restructuring. Mr. Horne held the position of Managing Member & Chief Financial Officer of Alaska Wireless Communications, LLC, a privately held, advanced cellular communications company, from its inception in May 2002 until November 2007. Mr. Horne was responsible for negotiating the sale of Alaska Wireless to General Communication Inc. (NASDAQ: GNCMA). From November 1996 to December 2001, Mr. Horne held the position of Chief Financial Officer of The Phoenix Partners, a venture capital limited partnership located in Seattle, Washington. Mr. Horne has also held supervisory positions at Price Waterhouse, LLP and has a Bachelor of Arts Magna Cum Laude in Accounting from Seattle University. We believe that Mr. Horne's extensive financial and accounting experience in diversified industries and with companies involving complex transactions give him the qualifications and skills to serve as one of our directors.

 

Robert O. Smith

 

Mr. Smith serves as one of our independent directors. Previously, he served as a member of our Board of Directors from November 2010 until May 2015, and served as a member of our Advisory Board from 2002 until 2015. He is currently a C-level executive consultant working with Bay Area high-tech firms on various strategic initiatives in all aspects of their business. From 2004 to 2007, he served on the Board of Directors of Castelle Corporation. From 1990 to 2002, he was our President, Chief Executive Officer and Chairman of the Board. From 1980 to 1990, he held several management positions with Computer Products, Inc., the most recent being President of their Compower/Boschert Division. From 1970 to 1980, he held managerial accounting positions with Ametek/Lamb Electric and with the JM Smucker Company. Mr. Smith received his BBA degree in Accounting from Ohio University. We believe that Mr. Smith’s executive-level experience, including his previous service as our President, Chief Executive Officer and Chairman of the Board, his extensive experience in the accounting industry, and his service on our Board from November 2010 until May 2015, give him the qualifications and skills to serve as one of our directors.

 

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Mordechai Rosenberg

 

Mr. Rosenberg serves as one of our independent directors. He has served as an independent consultant to various companies in the design and implementation of homeland security systems in Europe and Africa since 2010. From 2004 to 2009, he served as a special consultant to Bullet Plate Ltd., a manufacturer of armor protection systems, and NovIdea Ltd., a manufacturer of perimeter and border security systems. From 2000 to 2003, Mr. Rosenberg was the general manager of ZIV U.P.V.C Products Ltd.'s doors and window factory. Mr. Rosenberg is an active reserve officer and a retired colonel from the Israeli Defense Force (IDF), where he served for 26 years and was involved in the development of weapon systems. In the IDF, Mr. Rosenberg served in various capacities, including platoon, company, battalion and brigade commander, head of the training center for all IDF infantry, and head of the Air Force's Special Forces. Mr. Rosenberg received a B.A in History from the University of Tel Aviv and a Master of Arts in Political Science from the University of Haifa in Israel. We believe that Mr. Rosenberg’s business background give him the qualifications to serve as one of our directors. 

 

Mr. Jeffrey Bentz

 

Mr. Bentz is an experienced businessman who has served since 1994 as President of North Star Terminal & Stevedore Company, a full-service stevedoring company located in Alaska and whose major areas of business include terminal operations and management, stevedore services, and heavy equipment operations. He also has served as a director and advisor to several private companies and agencies. Mr. Bentz obtained a B.A. in Business and Finance from Western Washington University in 1981. We believe that Mr. Bentz’s executive-level experience, including his operational and financial oversight of companies with multiple profit centers and his extensive experience in the real estate and commercial services industries give him the qualifications and skills to serve as one of our directors. 

 

Corporate Governance

 

Our Board is currently composed of six members and maintains the following three standing committees: (1) the Audit Committee; (2) the Compensation Committee; and (3) the Nominating and Governance Committee. The membership and the function of each of the committees are described below. Our Board may, from time to time, establish a new committee or dissolve an existing committee depending on the circumstances. Current copies of the charters for the Audit Committee, the Compensation Committee and the Nominating and Governance Committee can be found on our website at https://dpwholdings.com.

 

Audit Committee

 

Messrs. Smith, Bentz and Rosenberg currently comprise the Audit Committee of our Board. Our Board has determined that each of the current members of the Audit Committee satisfies the requirements for independence and financial literacy under the standards of the SEC and the NYSE American. Our Board has also determined that Mr. Smith qualifies as an “audit committee financial expert” as defined in SEC regulations and satisfies the financial sophistication requirements set forth in the NYSE American Rules.

 

The Audit Committee is responsible for, among other things, selecting and hiring our independent auditors, approving the audit and pre-approving any non-audit services to be performed by our independent auditors; reviewing the scope of the annual audit undertaken by our independent auditors and the progress and results of their work; reviewing our financial statements, internal accounting and auditing procedures, and corporate programs to ensure compliance with applicable laws; and reviewing the services performed by our independent auditors to determine if the services rendered are compatible with maintaining the independent auditors’ impartial opinion.

 

Compensation Committee

 

Messrs. Smith, Bentz and Rosenberg currently comprise the Compensation Committee of our Board. Our Board has determined that each of the current members of the Compensation Committee meets the requirements for independence under the standards of the NYSE American. Mr. Smith serves as Chairman of the Compensation Committee.

 

The Compensation Committee is responsible for, among other things, reviewing and approving executive compensation policies and practices; reviewing and approving salaries, bonuses and other benefits paid to our officers, including our Chief Executive Officer and Chief Financial Officer; and administering our stock option plans and other benefit plans.

 

Nominating and Governance Committee

 

Messrs. Smith, Bentz, and Rosenberg currently comprise the Nominating and Governance Committee of our Board. Our Board has determined that each of the current members of the Nominating and Governance Committee meets the requirements for independence under the standards of the NYSE American. Mr. Rosenberg serves as Chairman of the Nominating and Governance Committee.

 

The Nominating and Governance Committee is responsible for, among other things, assisting our Board in identifying prospective director nominees and recommending nominees for each annual meeting of stockholders to the Board; developing and recommending governance principles applicable to our Board; overseeing the evaluation of our Board and management; and recommending potential members for each Board committee to our Board.

 

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The Nominating and Governance Committee considers diversity when identifying Board candidates. In particular, it considers such criteria as a candidate’s broad-based business and professional skills, experiences and global business and social perspective.

 

In addition, the Committee seeks directors who exhibit personal integrity and a concern for the long-term interests of stockholders, as well as those who have time available to devote to Board activities and to enhancing their knowledge of the power-supply industry. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities.

 

Involvement in Certain Legal Proceedings

 

Except as set forth below, to the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: 

 

·been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

·had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

 

·been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

 

·been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 

·been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

 

·or been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

1.Mr. Ault held series 7, 24, and 63 licenses and managed four domestic hedge funds and one bond fund from 1998 through 2008. On April 26, 2012, as a result from an investigation by FINRA involving activities during 2008, Mr. Ault agreed to a settlement with FINRA in which he did not admit to any liability or violation of any laws or regulatory rules and that included restitution and a suspension from association with a FINRA member firm for a period of 2 years. As part of that settlement, Mr. Ault agreed that before he would reapply for association with FINRA, if at all, he would make restitution to certain investors. Mr. Ault was able to speak with and pay restitution to one of the investors, but no others. As a result, Mr. Ault is neither eligible, nor does he intend, to apply for association with FINRA.

 

2.Mr. Ault was CEO, President and Chairman of Zealous Holdings, Inc. that filed for bankruptcy protection under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) on February 20, 2009, in the U.S. Bankruptcy Court, Central District of California. This Chapter 11 filing was subsequently converted to a Chapter 7 filing by order of the Bankruptcy Court. Zealous Holdings, Inc. was not an entity that was entitled to a discharge under the bankruptcy code. As such Zealous Holdings, Inc. did not receive a discharge. Ultimately, Zealous Holdings, Inc. ceased doing business and was permanently closed.

 

3.Mr. Ault filed for bankruptcy protection under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) on December 8, 2009, in the U.S. Bankruptcy Court, Central District of California. This Chapter 13 filing was subsequently converted to a Chapter 7 filing by order of the Bankruptcy Court and months later, the petition being withdrawn and dismissed without prejudice.

 

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Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

 

Family Relationships

 

There are no family relationships among our directors and executive officers. 

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than ten percent of a registered class of our equity securities to file an initial report of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC.  Executive officers, directors and ten percent stockholders are also required by SEC rules to furnish us with copies of all Section 16(a) forms they file.  Based solely upon our review of Forms 3, 4 and 5 received by us, or written representations from certain reporting persons, we believe that during the during current fiscal year and the year ended December 31, 2018, all such filing requirements applicable to our officers, directors and ten percent stockholders were fulfilled with the following exceptions: During the fiscal year of 2018, Mr. Bentz inadvertently filed one late Form 4 reporting two transactions; Mr. Ault inadvertently filed one late Form 4  reporting an issuance of a warrant by the Company to Ault & Company, Inc., a Delaware corporation; and Mr. Horne inadvertently filed one late Form  4. 

 

Code of Ethics

 

We have adopted the Code of Ethical Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer, controller or person performing similar functions (collectively, the “Financial Managers”). The Code of Ethical Conduct is designed to deter wrongdoing and to promote honest and ethical conduct and compliance with applicable laws and regulations. The full text of our Code of Ethical Conduct is published on our website at https://dpwholdings.com. We will disclose any substantive amendments to the Code of Ethical Conduct or any waivers, explicit or implicit, from a provision of the Code on our website or in a current report on Form 8-K. Upon request to our President, Amos Kohn, we will provide without charge, a copy of our Code of Ethical Conduct.

 

ITEM 11.EXECUTIVE COMPENSATION.

 

Summary Compensation Table

 

The following Summary Compensation Table sets forth all compensation earned in all capacities during the years ended December 31, 2018 and 2017, by our Chief Executive Officer (the “Named Executive Officer”). Because we are a Smaller Reporting Company, we only have to report information of our Chief Executive Officer as no other officer met the definition of Named Executive Officer within the meaning of the SEC rules.

  

SUMMARY COMPENSATION TABLE
               
Name and principal position Year Salary ($) Bonus ($) Stock Awards ($) (1)

Option

Awards ($) (I)

All Other

Compensation ($)

 Total ($)
               
Milton C. Ault, III 2018 0 0 630,000 253,465 400,000 1,283,465
Chief Executive Officer (3) 2017 0 0 0 461,250 207,500 668,750
William B. Home 2018 246,436 25,000 2,230,000 940,180

12,857 (2) 

 3,454,473
Chief Financial Officer (4) 2017 0 0 0 92,250 80,000 172,250
Amos Kohn 2018 350,000

0

0

0

 34,887 (2)

384,687

President (5) 2017 300,000 0 0 92,250 33,000 (2) 425,250

 

 

(1)

The values reported in the “Stock Awards” and “Option Awards” columns represent the aggregate grant date fair value, computed in accordance with Accounting Standards

Codification (“ASC”) 718 Share Based Payments, of grants of stock options and stock awards to our named executive officer in the years shown.

 
(2) The amounts in “All Other Compensation” consist of health insurance benefits, long-term and short-term disability insurance benefits, and 401K matching amounts.
 

(4)

 

Mr. Ault was appointed as our Chief Executive Officer on December 28, 2017. Amounts included in “All Other Compensation” consist of cash fees earned as an independent

contractor.

(4)

 Mr. Horne was appointed as our Chief Financial Officer on January 25, 2018. Amounts included in “All Other Compensation” consist of cash fees earned as a director.
(3) Mr. Kohn also served as our Chief Executive Officer until December 28, 2017.

 

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Employment Agreement with Milton C. Ault, III

 

On June 17, 2018, the Company entered into a ten year executive employment agreement with Milton C. Ault, III, to serve as Chief Executive Officer of the Company.  For his services, Mr. Ault will be paid a base salary of $400,000 per annum (the “Base Salary”).

 

Pursuant to the terms and subject to the conditions set forth in the agreement, if the Company meets or exceeds criteria adopted by the Company’s compensation committee (the “Compensation Committee”) for earning bonuses which shall be adopted by the Compensation Committee annually, Mr. Ault shall be eligible to receive an annual bonus, which percentage shall be based on achievement of applicable performance goals determined by the Compensation Committee.

 

Further, Mr. Ault is entitled to receive equity participation as follows: (A) a grant of restricted stock in the aggregate amount of 50,000 shares of common stock, which shares shall vest ratably over 48 months beginning on January 1, 2020, provided, however, that such shares may, in whole or in part, in the discretion of the Compensation Committee, vest immediately upon the filing of an Annual Report on Form 10-K with the Securities and Exchange Commission (the “SEC”)  that shows that the Company’s revenues for the applicable fiscal year reached or exceeded $100,000,000; notwithstanding the foregoing, before the Company accelerates any such vesting, the Company’s Compensation Committee must prior thereto have obtained the consent of Mr. Ault, which consent may be withheld in his discretion, and (B) an option to purchase 25,000 shares of common stock of the Company at a per share price equal to $16.00, which option will vest over 60 months.

 

In addition, Mr. Ault shall be eligible to receive a performance-based award (the “CEO Performance Award”), provided that the Company, for any given fiscal year during the term of this agreement, meets the following criteria: (A) an increase in revenue, as calculated under GAAP over the previous fiscal year as reported in the Annual Report on Form 10-K or successor form for such fiscal year; provided that any increase less than thirty-five percent (35%) (the “Revenue Percentage”) shall reduce the CEO Performance Award correspondingly; (B) positive net income, as calculated under GAAP, as reported in the Annual Report on Form 10-K or successor form for such fiscal year, provided that any increase less than five percent (5%) (the “Net Income Percentage”) shall reduce the CEO Performance Award correspondingly; and (C) positive net cash flow from operations on a year-to-year basis, where cash flow is defined as the net amount of cash and cash-equivalents being transferred into and out of the Company. The CEO Performance Award shall consist of a number of shares of the Company’s common stock having a maximum value equal to ten percent (10%) of any appreciation in the Company’s Market Capitalization above the High Water Mark (as such terms are defined in the agreement) as measured by the daily average closing bid price of the Company’s common stock for the applicable fiscal year subject to proration obtained by the product of Revenue Percentage and the Net Income Percentage. If the CEO Performance Award in a fiscal year is less than ten percent (10%) due to a reduction caused by an annual shortfall in either the Revenue Percentage or the Net Income Percentage, the prior year’s targets would be deemed to have been achieved if a corresponding overage in a subsequent fiscal year results in the achievement of the cumulative targets.  The annual and cumulative targets for revenue and net income, which are provided solely for the purpose of establishing cumulative totals, are set forth in the agreement.

 

Upon termination of Mr. Ault’s employment (other than upon the expiration of the employment), Mr. Ault shall be entitled to receive: (A) any earned but unpaid base salary through the termination date; (B) all reasonable expenses paid or incurred; and (C) any accrued but unused vacation time.

 

Further, unless Mr. Ault’s employment is terminated as a result of his death or disability or for cause or he terminates his employment without good reason, then upon the termination or non-renewal of Mr. Ault’s employment, the Company shall pay to Mr. Ault a “Separation Payment” as follows:  (A)  an amount equal to four (4) weeks of base salary for each full year of service and credit for his service commencing from September 22, 2016, (B) should Mr. Ault provide the Company with a separation, waiver and release agreement  within 60 days of termination, then the Company shall: (i) pay his base salary until the last to occur (the “Separation Period”) of (1) the expiration of the remaining portion of the initial term or the then applicable renewal term, as the case may be, but in no event an amount greater than the Base Salary payable should either such period expire within two years, or (2) the 12-month period commencing on the date Mr. Ault is terminated, payable in one lump sum; (ii) provide during the Separation Period the same medical, dental, long-term disability and life insurance; and (iii) pay an amount equal to the product obtained by multiplying (x) the maximum annual bonus as Mr. Ault would have been otherwise entitled to receive by (y) the fraction in which the numerator is the number of calendar months worked including the entire month in which severance occurred and the denominator of which is 12; and (iv) all outstanding options and other equity awards shall immediately vest and become fully exercisable for a period of 24 months.  Finally, upon the occurrence of a change in control, Mr. Ault will be paid an amount equal to the greater of: (i) five times his then current Base Salary or (ii) the Separation Payment amount set forth above, without regard to whether Mr. Ault continues in the employ of the Company or its successor.

 

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Employment agreement with William B. Horne

 

On January 25, 2018, we entered into a five-year employment agreement with William Horne to serve as Chief Financial Officer and Executive Vice President of the Company and its subsidiaries.  For his services, Mr. Horne will be paid a base salary of $250,000 per annum. Upon signing of the employment agreement, Mr. Horne is entitled to a signing bonus in the amount of $25,000.  In addition, Mr. Horne shall be eligible to receive an annual cash bonus equal to a percentage of his annual base salary based on achievement of applicable performance goals determined by the Company’s compensation committee.

 

Further, Mr. Horne is entitled to receive equity participation as follows: (i) a grant of restricted stock in the aggregate amount of 50,000 shares of common stock, which shares shall vest in installments of ten thousand (10,000) shares annually over five (5) years beginning on January 1, 2019, provided, however, that such shares may, in whole or in part, in the discretion of the Compensation Committee, vest immediately upon the filing of an Annual Report on Form 10-K with the SEC  that shows that the Company’s revenues for the applicable fiscal year reached or exceeded $100,000,000; notwithstanding the foregoing, before the Company accelerates any such vesting, the Company’s Compensation Committee must prior thereto have obtained the consent of Mr. Horne, which consent may be withheld in his discretion, and (ii) an option to purchase 100,000 shares of common stock of the Company at a per share price equal to $46.40, the closing market price of the shares of common stock on January 24, 2018, which option will vest over 60 months. 

 

Upon termination of Mr. Horne’s employment (other than upon the expiration of the employment), Mr. Horne shall be entitled to receive: (i) any earned but unpaid base salary through the termination date; (ii) all reasonable expenses paid or incurred; and (iii) any accrued but unused vacation time.

 

Further, unless Mr. Horne’s employment is terminated as a result of his death or disability or for cause or he terminates his employment without good reason, then upon the termination or non-renewal of Mr. Horne’s employment, the Company shall pay to Mr. Horne a “Separation Payment” as follows:  (A)  an amount equal to four weeks of base salary for each full year of service, (B) should Mr. Horne provide the Company with a separation, waiver and release agreement  within 60 days of termination, then the Company shall: (i) pay his base salary until the last to occur (the “Separation Period”) of (1) the expiration of the remaining portion of the initial term or the then applicable renewal term, as the case may be, or (2) the 12-month period commencing on the date Mr. Horne is terminated, payable in one lump sum; (ii) provide during the Separation Period the same medical, dental, long-term disability and life insurance; and (iii) pay an amount equal to the product obtained by multiplying (x) the maximum annual bonus as Mr. Horne would have been otherwise entitled to receive by (y) the fraction in which the numerator is the number of calendar months worked including the entire month in which severance occurred and the denominator of which is 12; and (iv) all outstanding options and other equity awards shall immediately vest and become fully exercisable for a period of 24 months.  Finally, upon the occurrence of a change in control, Mr. Horne will be paid an amount equal to four times his Separation Payment. 

 

Employment Agreement with Amos Kohn

 

On November 30, 2016, as amended on February 22, 2017, the Company entered into an employment agreement with Amos Kohn to serve as President and Chief Executive Officer with an effective date of September 22, 2016.

 

For his services, Mr. Kohn will be paid a salary of $300,000 per annum increasing to $350,000 per annum provided that the Company achieves revenues in the aggregate amount of at least $10,000,000 as determined in accordance with U.S. GAAP for the trailing four calendar quarters.

 

In addition, Mr. Kohn shall be eligible for an annual cash bonus equal to a percentage of his annual base salary based on achievement of applicable performance goals determined by the Company’s compensation committee after conferring with Mr. Kohn. The target amount of Mr. Kohn’s annual performance bonus shall be 25% to 50% of his then annual base salary but may be greater upon mutual agreement between Mr. Kohn and the compensation committee.

 

Further, Mr. Kohn is entitled to receive equity participation as follows: (i) ten-year warrants to purchase 15,873 shares of the Company's Common Stock (the “Warrant Grant”) at an exercise price of $0.20 per share subject to vesting quarterly over two years effective January 1, 2017; and (ii) ten-year options to purchase 50,000 shares of the Company’s Common Stock at an exercise price of $13.00 per share. The option to purchase 50,000 shares of Common Stock is subject to the following vesting schedule: (1) options to purchase 25,000 shares of Common Stock shall vest upon the effective date; (2) options to purchase 12,500 shares of Common Stock shall vest ratably over six months beginning with the first month after the effective date; and (3) options to purchase 12,500 shares of common stock shall vest ratably over twelve months beginning with the first month after the effective date. As part of the grant of the options to purchase 50,000 shares, Mr. Kohn forfeited options to purchase 26,750 shares of common stock previously granted to him under the Company’s Incentive Share Option Plans.

 

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In the event that Mr. Kohn is terminated by the Company without cause, or if Mr. Kohn resigns for good reason, Mr. Kohn shall be entitled to (i) all annual salary earned prior to the termination date, any earned but unpaid portion of Mr. Kohn’s annual performance bonus for the year preceding in which such termination occurred and any earned but unpaid paid time off; (ii) an amount equal to 100% of Mr. Kohn’s then in effect annual base salary plus an additional 1/12th of Mr. Kohn’s annual base salary for each year of employment with the Company prior to such termination; (iii) an amount equal to the average of Mr. Kohn’s two prior years’ annual bonuses (with such average not to exceed 50% of Mr. Kohn’s annual base salary in effect at the time of termination) prorated for the portion of the year that executive was employed; (iv) accelerated vesting of all outstanding unvested stock options and other equity arrangements subject to vesting and held by Mr. Kohn through the termination date and the Company’s right to repurchase Mr. Kohn’s restricted stock shall cease; and (v) to the extent required by COBRA, continuation of group health benefits pursuant to the Company's standard programs or in effect at the termination date at Company expense for a period of not less than 18 months.

 

If Mr. Kohn is terminated without cause, or resigns for good reason within 12 months of a change of control, Mr. Kohn shall be entitled to receive: (i) payment in a lump sum of Mr. Kohn’s annual base salary for 24 months and any accrued, unused paid time-off; (ii) accelerated vesting of all outstanding unvested stock options and other equity arrangements subject to vesting and the Company’s right to repurchase Mr. Kohn restricted stock shall cease; and (iii) to the extent required by COBRA, continuation of group health benefits pursuant to the Company's standard programs or in effect at the termination date at the Company’s expense for a period of not less than 18 months.  

 

 Advisory Vote on Executive Compensation

 

At the annual meeting of stockholders on December 28, 2016, the stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers. In addition, stockholders voted, on an advisory basis, that an advisory vote on executive compensation should be held every three years.

 

Outstanding Equity Awards at Fiscal Year-End

 

The following table provides information on outstanding equity awards as of December 31, 2018 to the Named Executive Officer.

 

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2018
OPTION AWARDS
Name

 

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

 

 Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable		 Equity Incentive Plan
Awards: Number of
Securities Underlying
Unexercised
Unearned Options (#)		 Option
Exercise
Price ($)		 Option
Expiration
Date
Milton C. Ault III 6,771 (1) 18,229 — $27.60 11/28/2027
  3,125 (2) 21,875 — $16.00 6/17/2018
William B. Horne 1,354 (3) 3,646 — $27.60 11/28/2027
  4,583 (4) 20,417 — $46.40 1/25/2018
Amos Kohn 50,000 (5) — — $13.00 11/3/2026
  15,873 (6) — — $0.20 11/3/2026
  1,354 (7) 3,646 — $27.60 11/28/2027

 

 

(1)Represents options to purchase 25,000 shares of the Company's Common Stock at an exercise price of $27.60 per share subject to vesting monthly over four years beginning November 28, 2017 granted to Mr. Ault.

 

(2)Represents options to purchase 25,000 shares of the Company's Common Stock at an exercise price of $16.00 per share subject to vesting monthly over four years beginning June 17, 2018 granted to Mr. Ault.

 

(3)Represents options to purchase 5,000 shares of the Company's Common Stock at an exercise price of $27.60 per share subject to vesting monthly over four years beginning November 28, 2017 granted to Mr. Horne.

 

(4)Represents options to purchase 25,000 shares of the Company's Common Stock at an exercise price of $46.40 per share subject to vesting monthly over five years beginning January 25, 2018 granted to Mr. Horne.

 

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(5)On November 3, 2016, Mr. Kohn was granted options to 50,000 shares of Common Stock at $13.00 per share. The options to purchase 50,000 shares of Common Stock are subject to the following vesting schedule: (1) options to purchase 25,000 shares of Common Stock shall vest upon the effective date; (2) options to purchase 12,500 shares of Common Stock shall vest ratably over six months beginning with the first month after the effective date; and (3) options to purchase 12,500 shares of common stock shall vest ratably over twelve months beginning with the first month after the effective date. In connection with the grant of options to purchase 50,000 shares of Common Stock, Mr. Kohn forfeited options to purchase 26,750 shares of common stock previously granted to him under the Company’s 2012 Plan.

 

(6)Represents warrants to purchase 15,873 shares of the Company's Common Stock at an exercise price of $0.20 per share subject to vesting quarterly over two years beginning January 1, 2017 granted to Mr. Kohn in connection with his employment agreement.

 

(7)Represents options to purchase 5,000 shares of the Company's Common Stock at an exercise price of $27.60 per share subject to vesting monthly over four years beginning November 28, 2017 granted to Mr. Kohn.

 

Director Compensation

 

Beginning July 1, 2018, the Company pays each independent director an annual base amount of $35,000 annually, other than Mr. Smith, who will receive a base amount of $45,000 annually due to anticipated additional services to be provided by Mr. Smith as a lead independent director. Additionally, our Board makes recommendations for adjustments to an independent director’s compensation when the level of services provided are significantly above what was anticipated.

 

The table below sets forth, for each non-employee director, the total amount of compensation related to his or her service during the year ended December 31, 2018:

 

   Fees earned or   Stock   Option   All other     
Name  paid in cash ($)   awards ($)   awards ($)   compensation ($)   Total ($) 
Robert O. Smith   37,500    —    117,861 (1)    —    155,361 
Kristine Ault (2)   5,000    —    —    —    5,000 
Jeffrey A. Bentz (3)   28,264    —    590,708 (4)    —    618,972 
Mordechai Rosenberg   27,500    —    147,010 (5)    —    174,510 

 

(1)On June 17, 2018, Mr. Smith was granted options to purchase 11,625 shares of Common Stock at $16.00 per share. The options shall vest ratably over forty-eight (48) months beginning with the first month after the effective date.

 

(2)Ms. Ault resigned from the Board on January 24, 2018.

 

(3)Mr. Bentz was appointed as Director on January 24, 2018

 

(4)On January 24, 2018, Mr. Bentz was granted options to purchase 13,750 shares of Common Stock at $46.40 per share and on June 17, 2018, Mr. Bentz was granted options to purchase 5,000 shares of Common Stock at $16.00 per share. The options shall vest ratably over forty-eight (48) months beginning with the first month after the effective date.

 

(5)On June 17, 2018, Mr. Rosenberg was granted options to purchase 14,500 shares of Common Stock at $16.00 per share. The options shall vest ratably over forty-eight (48) months beginning with the first month after the effective date.

 

Stock Option Plans

 

On December 28, 2018, the stockholder’s approved the 2018 Stock Incentive Plan (the “2018 Stock Incentive Plan”), under which options to acquire up to 500,000 shares of common stock may be granted to the Company's directors, officers, employees and consultants. The 2018 Stock Incentive Plan is in addition to the Company’s (i) 2017 Stock Incentive Plan (the “2017 Plan”), under which options to acquire up to 100,000 shares of common stock may be granted to the Company's directors, officers, employees and consultants, (ii) 2016 Stock Incentive Plan (the “2016 Stock Incentive Plan”), under which options to acquire up to 200,000 shares of common stock may be granted to the Company's directors, officers, employees and consultants, and (ii) 2012 Stock Option Plan, as amended (the “2012 Plan”), which provides for the issuance of a maximum of 68,632 shares of the Company’s common stock to be offered to the Company’s directors, officers, employees, and consultants (collectively the “Plans”).

 

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The purpose of the Plans is to advance the interests of the Company by providing to key employees of the Company and its affiliates, who have substantial responsibility for the direction and management of the Company, as well as certain directors and consultants of the Company, additional incentives to exert their best efforts on behalf of the Company, to increase their proprietary interest in the success of the Company, to reward outstanding performance and to provide a means to attract and retain persons of outstanding ability to the service of the Company.

 

As of December 31, 2018, options to purchase 173,125 shares of common stock were issued and outstanding, and 507,789 shares are available for future issuance under the Plans.

 

401(k) Plan

 

We have adopted a tax-qualified employee savings and retirement plan, or 401(k) plan, which generally covers all of our full-time employees. Pursuant to the 401(k) plan, eligible employees may make voluntary contributions to the plan up to a maximum of 5% of eligible compensation. The 401(k) plan permits, but does not require, matching contributions by the Company on behalf of plan participants. We match contributions at the rate of (1) $1.00 for each $1.00 contributed, up to 3% of the base salary and (2) $0.50 for each $1.00 contributed thereafter, up to 5% of the base salary. We are also permitted under the plan to make discretionary contributions. The 401(k) plan is intended to qualify under Sections 401(k) and 401(a) of the Internal Revenue Code of 1986, as amended. Contributions to such a qualified plan are deductible by the Company when made, and neither the contributions nor the income earned on those contributions is taxable to plan participants until withdrawn. All 401(k) plan contributions are credited to separate accounts maintained in trust.

 

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

Except as otherwise indicated below, the following table sets forth certain information regarding beneficial ownership of our common stock as of April 10, 2019 by (1) each of our current directors; (2) each of the named executive officers listed in the Summary Compensation Table located above in the section entitled “Executive Compensation”; (3) each person known to us to be the beneficial owner of more than 5% of the outstanding shares of our common stock based upon Schedules 13G or 13D filed with the SEC; and (4) all of our directors and executive officers as a group. As of April 10, 2019, there were 22,692,365 shares of our common stock issued and outstanding.

 

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Common stock subject to options or warrants that are currently exercisable or exercisable within 60 days of the Record Date are deemed to be outstanding and to be beneficially owned by the person or group holding such options or warrants for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group. Unless otherwise indicated by footnote, to our knowledge, the persons named in the table have sole voting and sole investment power with respect to all common stock shown as beneficially owned by them, subject to applicable community property laws. Unless otherwise indicated below, the address of each beneficial owner listed below is c/o DPW Holdings, Inc., 201 Shipyard Way, Newport Beach, California 92663.

 

Name and address of beneficial owner  

Number of

shares

beneficially

owned

  

Approximate

Percent

of class

Greater than 5% Beneficial Owners:            
Philou Ventures, LLC     314,864 (2)   1.38%
Ault & Company, Inc.     333,882 (3)   1.46%
             
Directors and executive officers: (1)            
Milton Ault, III     347,695 (4)   1.52%
Amos Kohn     79,601 (5)   *
Robert Smith     19,846 (6)   *
William Horne     29,750 (7)   *
Moti Rosenberg     14,385 (8)   *
Jeffrey A. Bentz     6,635 (9)   *
All directors and executive officers as a group (six persons)     497,913     2.19%

  

*           Less than one percent.

 

  (1) Unless otherwise indicated, the business address of each of the individuals is c/o DPW Holdings, Inc., 201 Shipyard Way, Newport Beach, CA 92663.

 

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  (2) Includes 125,000 shares of Series B Preferred Stock that are convertible into 89,285 of common stock and warrants to purchase 89,285 shares of common stock that are exercisable within 60 days of the Record Date. Each share of Series B carries the voting power of 0.71 shares of common stock. Philou Ventures’ address is P.O. Box 3587 Tustin, CA 92705.

  (3) Includes shares beneficially owned by Philou Ventures of which Ault & Company, Inc. is the Manager. Also includes options to purchase 3,750 shares of common stock that are exercisable within 60 days of April 10, 2019.
  (4) Includes 314,864 shares beneficially owned by Philou Ventures, 15,268 shares and warrants to purchase 3,750 shares of common stock beneficially owned by Ault & Company, Inc. (“Ault & Company”) that are exercisable within 60 days of the Record Date, which may be deemed beneficially owned by Mr. Ault. Also includes 1,730 shares and options owned by Mr. Ault to purchase 12,083 shares of common stock that are exercisable within 60 days of April 10, 2019. Mr. Ault is the Chief Executive Officer of Ault & Company.

  (5) Includes options to purchase 51,667 shares and warrants to purchase 20,206 shares of common stock exercisable within 60 days of April 10, 2019.

  (6) Includes options and warrants to purchase 17,680 shares of common stock that are exercisable within 60 days of April 10, 2019.

  (7) Includes options to purchase 17,500 shares of common stock that are exercisable within 60 days of April 10, 2019.
  (8) Consists of options to purchase shares of common stock that are exercisable within 60 days of April 10, 2019.
  (9) Includes options to purchase 6,285 shares of common stock that are exercisable within 60 days of April 10, 2019.

 

 

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The following information sets forth certain related transactions between us and certain of our stockholders or directors. On September 22, 2016, Philou Ventures became our largest stockholder when it acquired all of the common stock of a prior stockholder, Telkoor Telecom, Ltd. Philou Ventures’ Manager is Kristine L. Ault, a former director. Ms. Ault is the spouse of Milton C. Ault, III, who is our Chief Executive Officer and Chairman of the Board.

 

 Philou Ventures, LLC

 

On March 9, 2017, we entered into a Preferred Stock Purchase Agreement (the “Purchase Agreement”) with Philou Ventures. Philou Ventures is the Company’s largest single stockholder. Milton C. Ault is the Chief Executive Officer of Ault & Company, the Manager of Philou Ventures. Pursuant to the terms of the Purchase Agreement, Philou Ventures may invest up to $5,000,000 in us through the purchase of Series B Preferred Stock (“Preferred Stock”) over the Term, as specified herein. Each share of Preferred Stock shall be purchased at $10.00 up to a maximum issuance of 500,000 shares of Preferred Stock. Philou Ventures guaranteed to purchase by May 31, 2017, the greater of: (i) 100,000 shares of Preferred Stock or (ii) a sufficient number of shares of Preferred Stock to ensure that we have sufficient stockholders’ equity to meet the minimum continued listing standards of the NYSE American. In addition, for as long as the Preferred Stock is outstanding, Philou Ventures agrees to purchase additional shares of Preferred Stock in a sufficient amount in order us to meet the NYSE American’s minimum stockholders’ equity continued listing requirement subject to the maximum number of 500,000 shares of Preferred Stock (collectively, “Guaranteed Purchases”). In addition, at any time during the Term, Philou Ventures may in its sole and absolute discretion purchase additional shares of Preferred Stock, up to the 500,000 share maximum (“Voluntary Purchases”). All consideration for Voluntary Purchases shall be delivered through a series of varying payments (“Payments”) by Philou Ventures, at its sole and absolute discretion, during the period commencing on the closing date and ending 36 months therefrom (the “Term”). We have the right to request, with 90-day written notice to Philou Ventures, that Guaranteed Purchases be accelerated to meet deadlines for maintaining the minimum stockholders’ equity required by the NYSE American. The Preferred Stock shall not be callable by us for 25 years from the closing date.

 

In addition, for each share of Preferred Stock purchased by Philou Ventures, Philou Ventures will receive warrants to purchase shares of common stock in a number equal to the stated value of each share of Preferred Stock of $10.00 purchased divided by $0.70 at an exercise price equal to $14.00 per share of common stock

 

Further, Philou Ventures shall have the right to participate in our future financings under substantially the same terms and conditions as other investors in those respective financings in order to maintain its then percentage ownership interest. Philou Ventures’ right to participate in such financings shall accrue and accumulate provided that it still owns at least 100,000 shares of Preferred Stock.

 

On December 29, 2016, MCKEA Holdings, LLC (“MCKEA”) lent us $250,000 in the form of a demand note bearing simple interest at 6.0%. MCKEA is the majority member of Philou Ventures, LLC, which is the Company’s controlling stockholder. Kristine L. Ault, a former director and the wife of Milton C. Ault III, Chief Executive Officer and Chairman of the Company’s Board of Directors, is the manager and owner of MCKEA. On March 24, 2017, MCKEA cancelled the $250,000 demand note to purchase 25,000 shares of Preferred Stock and received warrants to purchase 25,510 shares of common stock at $14.00 per share.

 

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On March 20, 2017, Philou arranged for the Company to receive a $250,000 short-term loan. Between May 5, 2017 and June 2, 2017, Philou purchased an additional 75,000 shares of Series B Preferred Stock pursuant to the Preferred Stock Purchase Agreement in consideration of the cancellation of the Company debt due to Philou from the $250,000 short term loan and cash of $500,000. In addition, Philou received warrants to purchase 76,531 shares of common stock at an exercise price of $14.00 per share of common stock. On April 24, 2018, Philou purchased an additional 25,000 shares of Series B Preferred Stock in consideration of the cancellation of short-term advances due to Philou in the aggregate amount of $250,000. In addition, Philou received warrants to purchase 25,510 shares of common stock at an exercise price of $14.00 per share of common stock.

 

Avalanche International, Corp.

 

On October 5, 2016, November 30, 2016, and February 22, 2017, the Company entered into three 12% Convertible Promissory Notes with Avalanche (the “AVLP Notes”) in the principal amount of $525,000 each. The AVLP Notes included a 5% original issue discount, resulting in net loans to Avalanche of $1,500,000 and an original issue discount of $75,000. The AVLP notes accrued interest at 12% per annum and were due on or before two years from the origination dates of each note. The Company had the right, at its option, to convert all or any portion of the principal and accrued interest into shares of common stock of Avalanche at approximately $0.74536 per share. Subject to adjustment, the AVLP Notes, inclusive of the original issue discount, were convertible into 2,113,086 shares of the Company’s common stock. During the period from March 29, 2017 to August 16, 2017, the Company funded $1,808,952 in excess of the $1,500,000 net loan amount required pursuant to the terms of the AVLP Notes 

 

On September 6, 2017, the Company and Avalanche entered into a Loan and Security Agreement (“AVLP Loan Agreement”) with an effective date of August 21, 2017 pursuant to which the Company will provide Avalanche a non-revolving credit facility of up to $5,000,000, inclusive of prior amounts loaned to AVLP, for a period ending on August 21, 2019.

 

In consideration of entering into the AVLP Loan Agreement, the Company and Avalanche cancelled the AVLP Notes and consolidated the AVLP Notes and prior advances totaling $3,308,952 plus original issue discount of $165,448 and issued a new Convertible Promissory Note in the aggregate principal amount of $3,474,400 (the “New Note”) that is convertible into shares of Avalanche at a conversion price of $0.50 per share. The New Note is due in two years and accrues interest at 12% per annum on the principal amount. Prior interest accrued under the AVLP Notes and advances will continue to be an obligation of Avalanche. The New Note contains standard events of defaults. In addition, concurrent to issuing the New Note, Avalanche issued to the Company a five-year warrant to purchase 6,948,800 shares of Avalanche Common Stock at $0.50 per share. Future advances under the AVLP Loan Agreement, which totaled $649,820 at December 31, 2017, are evidenced by a convertible promissory note containing a conversion price feature of $0.50 per share and warrant with an exercise price of $0.50 per share. Further, under the terms of the AVLP Loan Agreement, any notes issued by Avalanche are secured by the assets of AVLP.

 

At December 31, 2017, the Company had provided Avalanche with $4,124,220 pursuant to the non-revolving credit facility. The warrants issued in conjunction with the non-revolving credit facility entitles the Company to purchase up to 8,248,440 shares of Avalanche common stock at an exercise price of $0.50 per share for a period of five years. The exercise price of $0.50 is subject to adjustment for customary stock splits, stock dividends, combinations or similar events. The warrants may be exercised for cash or on a cashless basis.

 

Avalanche is a holding company which on August 22, 2017, pursuant to the terms of a Share Exchange Agreement dated as of March 3, 2017, and as amended on July 13, 2017 and August 21, 2017 (the “Exchange Agreement”) with MTIX Ltd., a company formed under the laws of England and Wales (“MTIX”) and the three (3) stockholders of MTIX (the “Sellers”), Avalanche completed its acquisition of MTIX. Upon the terms and subject to the conditions set forth in the Exchange Agreement, Avalanche acquired MTIX from the Sellers through the transfer of all issued and outstanding ordinary shares of MTIX (the “MTIX Shares”) by the Sellers to Avalanche in exchange (the “Exchange”) for the issuance by Avalanche of: (a) 7% secured convertible promissory notes (individually, a “Note” and collectively, the “Notes”) in the aggregate principal face amount of $9,500,000 to the Sellers in pro rata amounts commensurate with their current respective ownership percentages of MTIX’s ordinary shares, (b) (i) $500,000 in cash, $50,000 of which was paid on October 26, 2016, and (ii) 100,000 shares of Avalanche’s newly designated shares of Class B Convertible Preferred Stock (the “Class B Shares”) to the principal stockholder of MTIX (the “Majority Stockholder”).

 

Milton C. Ault, III and William Horne, our Chief Executive Officer and Chief Financial Officer, respectively, and two of our directors are directors of Avalanche. In addition, Philou Ventures is the controlling stockholder of Avalanche as well as our largest single stockholder.

 

MTIX Limited

 

MTIX has developed a novel cost effective and environmentally friendly material synthesis technology for textile applications. Designed for global textile manufacturers, the Multiplex Laser Surface Enhancement (“MLSE”) plasma-laser system uses a combination of plasma and photonic energy to effect material synthesis of a substrate surface. The laser and gasses from the system deliver a dry process to enhance the surface of fabric. During March 2017 the Company was awarded a 3-year, $50 million contract by MTIX to manufacture, install and service the MLSE plasma-laser system. The Company has recognized $923,751 in revenue from MTIX, all of which was reflected as accounts receivable, related party at December 31, 2017.

 

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On December 5, 2017, the Company entered into an exchange agreement with WT Johnson & Sons (Huddersfield) Limited (the “Holder”), pursuant to which the Company issued to the Holder, (a) a convertible promissory note in the principal amount of $600,000 (“Note A”), and (b) a convertible promissory note in the principal amount of $1,667,766 (“Note B”), in exchange for cancellation of (i) an outstanding loan made by the Holder to MTIX in the amount of $265,766; and (ii) cancellation of an aggregate of $2,002,000 owed by MTIX to the Holder pursuant to an Agreement for the Sale and Purchase of a Textile Multi-Laser Enhancement Technology Machine dated as of July 21, 2017 by and between MTIX and the Holder.

 

Note A is convertible into the Company’s common stock at a conversion price of $1.00 per share, does not bear interest, and matures two years from issuance. Note B is convertible into the Company’s common stock at a conversion price of $0.85 per share, does not bear interest, and matures two years from issuance. However, the Holder shall not have the right to convert any portion of Note B, following receipt by the Holder of an aggregate of $2,267,766 of gross proceeds from the sale of shares of Common Stock issued upon conversion of Note A or Note B.

 

During December 2017, the Company issued 600,000 shares of its common stock upon the conversion of Note A and the Holder notified the Company that gross proceeds during the month of December 2017 from sales of the 30,000 shares of common stock were sufficient to satisfy the entire $2,267,766 obligation. As a result of entering into the exchange agreement with the Holder, MTIX is obligated to pay the Company $2,668,266, consisting of the amount of the exchange agreement of $2,267,766 and a value added tax of $400,500 from the sale of the Textile Multi-Laser Enhancement Technology Machine. 

 

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Marcum LLP serves as our independent registered public accounting firm for the year ended December 31, 2018 and 2017.

 

Fees and Services

 

The following table shows the aggregate fees billed to us for professional services by Marcum LLP, respectively, for the years ended December 31, 2018 and 2017:

 

   2018   2017 
Audit Services  $

610,564

   $313,986 
Audit Related Services  $—   $— 
Tax Services  $—   $— 
All Other Services  $—   $— 
Total  $

610,564

   $313,986 

 

Audit Fee. This category includes the aggregate fees billed for professional services rendered for the audits of our financial statements for the years ended December 31, 2018 and 2017, for the reviews of the financial statements included in our quarterly reports on Form 10-Q during 2018 and 2017, and for other services that are normally provided by the independent auditors in connection with statutory and regulatory filings or engagements for the relevant years.

 

Audit-Related Fees. This category includes the aggregate fees billed in each of the last two years for assurance and related services by the independent auditors that are reasonably related to the performance of the audits or reviews of the financial statements and are not reported above under “Audit Fees,” and generally consist of fees for other engagements under professional auditing standards, accounting and reporting consultations, internal control-related matters, and audits of employee benefit plans.

 

Tax Fees. This category includes the aggregate fees billed in each of the last two years for professional services rendered by the independent auditors for tax compliance, tax planning and tax advice.

 

All Other Fees. This category includes the aggregate fees billed in each of the last two years for products and services provided by the independent auditors that are not reported above under “Audit Fees,” “Audit-Related Fees,” or “Tax Fees.”

 

The Audit Committee’s policy is to pre-approve all services provided by our independent auditors. These services may include audit services, audit-related services, tax services and other services. The Audit Committee may also pre-approve particular services on a case-by-case basis. Our independent auditors are required to report periodically to the Audit Committee regarding the extent of services they provide in accordance with such pre-approval.

 

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PART IV

 

ITEM 15.EXHIBITS

 

Exhibit
Number		   Description
     
2.1   Share Exchange Agreement between the Company, Microphase Corporation, Microphase Holding Company, RCKJ Trust, Ergul Family Limited Partnership, and To Hong Yam and Eagle Advisers, LLC, dated April 28, 2017.  Incorporated herein by reference to the Current Report on Form 8-K filed on May 3, 2017 as Exhibit 2.1 thereto.  
     
2.2   Agreement and Plan of Merger between the Company and Digital Power Corporation, dated December 27, 2017.  Incorporated herein by reference to the Current Report on Form 8-K filed on December 29, 2017 as Exhibit 2.1 thereto.  
     
2.3   State of Delaware, Certificate of Merger of the Company and Digital Power Corporation, dated December 28, 2017.  Incorporated herein by reference to the Current Report on Form 8-K filed on December 29, 2017 as Exhibit 2.2 thereto.  
     
2.4   Share Purchase Agreement between Coolisys Technologies, Inc., Enertec Management Ltd., Micronet Enertec Technologies, Inc., and Enertec Systems 2001 Ltd., dated December 31, 2017.  Incorporated herein by reference to the Current Report on Form 8-K filed on January 2, 2018 as Exhibit 2.1 thereto.  
     
3.1   Amended and Restated Articles of Incorporation of the Company, dated September 29, 1992.  Incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on October 16, 1996.
     
3.2   Certificate of Amendment to Articles of Incorporation of the Company, dated September 9, 1996.  Incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on October 16, 1996.
     
3.3   Bylaws.  Incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on October 16, 1996.
     
3.4   Form of Certificate of Determination of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, dated March 3, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on March 9, 2017 as Exhibit 3.1 thereto.
     
3.5   Form of Certificate of Determination of Preferences, Rights and Limitations of Series D Convertible Preferred Stock.  Incorporated by reference to the Current Report on Form 8-K filed on May 3, 2017 as Exhibit 3.1 thereto.
     
3.6   Form of Certificate of Determination of Preferences, Rights and Limitations of Series E Convertible Preferred Stock.  Incorporated by reference to the Current Report on Form 8-K filed on May 3, 2017 as Exhibit 3.2 thereto.
     
3.7   Form of Certificate of Determination of Preferences, Rights and Limitations of Series C Convertible Preferred Stock, dated May 15, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on May 31, 2017 as Exhibit 3.1 thereto.
     
3.8   Certification of Incorporation, dated September 22, 2017.  Incorporated herein by reference to the Current Report on Form 8-K filed on December 29, 2017 as Exhibit 3.1 thereto.  
     
3.9   Bylaws, dated September 25, 2017.  Incorporated herein by reference to the Current Report on Form 8-K filed on December 29, 2017 as Exhibit 3.2 thereto.  

 

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Exhibit
Number		   Description
     
4.1   Form of Secured Convertible Note, dated October 21, 2016.  Incorporated herein by reference to the Current Report on Form 8-K filed on October 27, 2016 as Exhibit 10.1 thereto.  
     
4.2   Form of Common Stock Purchase Warrant, dated October 21, 2016.  Incorporated herein by reference to the Current Report on Form 8-K filed on October 27, 2016 as Exhibit 10.2 thereto.  
     
4.3   Form of Common Stock Purchase Warrant, dated October 21, 2016.  Incorporated herein by reference to the Current Report on Form 8-K filed on October 27, 2016 as Exhibit 10.3 thereto.  
     
4.4   Form of Common Stock Purchase Warrant, dated November 15, 2016.  Incorporated herein by reference to the Current Report on Form 8-K filed on November 16, 2016 as Exhibit 4.1 thereto.  
     
4.5   Form of Common Stock Purchase Warrant.  Incorporated by reference to the Current Report on Form 8-K filed on March 9, 2017 as Exhibit 4.1 thereto.
     
4.6   Form of Common Stock Purchase Warrant.  Incorporated by reference to the Current Report on Form 8-K filed on April 4, 2017 as Exhibit 4.1 thereto.
     
4.7   Form of Common Stock Purchase Warrant.  Incorporated by reference to the Current Report on Form 8-K filed on May 31, 2017 as Exhibit 4.1 thereto.
     
4.8   Form of Common Stock Purchase Warrant.  Incorporated by reference to the Current Report on Form 8-K filed on June 8, 2017 as Exhibit 4.1 thereto.
     
4.9   Form of Common Stock Purchase Warrant, dated July 27, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on July 26, 2017 as Exhibit 4.1 thereto.
     
4.1   Form of Common Stock Purchase Warrant, dated July 28, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on July 31, 2017 as Exhibit 4.1 thereto.
     
4.11   Form of Common Stock Purchase Warrant, dated July 28, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on July 31, 2017 as Exhibit 4.2 thereto.
     
4.12   Form of Convertible Note, dated August 3, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on August 9, 2017 as Exhibit 10.2 thereto.
     
4.13   Form of Common Stock Purchase Warrant, dated August 3, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on August 9, 2017 as Exhibit 10.3 thereto.
     
4.14   Form of Common Stock Purchase Warrant, dated August 10, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on August 11, 2017 as Exhibit 4.1 thereto.
     
4.15   Form of Senior Convertible Promissory Note, dated August 10, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on August 11, 2017 as Exhibit 10.2 thereto.
     
4.16   Common Stock Purchase Warrant issued by Avalanche International Corp. to the Company, dated August 21, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on September 7, 2017 as Exhibit 4.1 thereto.
     
4.17   Convertible Promissory Note issued by Avalanche International Corp. to the Company, dated August 21, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on September 7, 2017 as Exhibit 10.2 thereto.
     
4.18   Form of Common Stock Purchase Warrant.  Incorporated by reference to the Current Report on Form 8-K filed on November 2, 2017 as Exhibit 4.1 thereto.
     
4.19   Form of 10% Original Issue Discount Convertible Debenture.  Incorporated by reference to the Current Report on Form 8-K filed on November 2, 2017 as Exhibit 10.2 thereto.

 

 66  
 

 

Exhibit
Number		   Description
     
4.2   Form of 10% Original Issue Discount Debenture, dated December 4, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on December 8, 2017 as Exhibit 4.1 thereto.
     
4.21   Convertible Promissory Note issued by WT Johnson & Sons (Huddersfield) Ltd. to the Company, dated December 5, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on December 8, 2017 as Exhibit 4.1 thereto.  
     
4.22   Convertible Promissory Note issued by WT Johnson & Sons (Huddersfield) Ltd. to the Company, dated December 5, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on December 8, 2017 as Exhibit 4.2 thereto.  
     
4.23   Form of Common Stock Purchase Warrant, dated December 5, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on December 8, 2017 as Exhibit 4.1 thereto.
     
4.24   Form of Senior Convertible Promissory Note, dated January 23, 2018.  Incorporated by reference to the Current Report on Form 8-K filed on January 24, 2018 as Exhibit 4.1 thereto.
     
4.25   Form of Common Stock Purchase Warrant, dated January 23, 2018.  Incorporated by reference to the Current Report on Form 8-K filed on January 24, 2018 as Exhibit 4.2 thereto.
     
4.26   Form of Common Stock Purchase Warrant, dated March 23, 2018.  Incorporated by reference to the Current Report on Form 8-K filed on March 26, 2018 as Exhibit 4.1 thereto.
     
10.1   Securities Purchase Agreement between the Company, Philou Ventures, LLC and Telkoor Telecom Ltd., dated September 4, 2016.  Incorporated herein by reference to the Current Report on Form 8-K filed on September 7, 2016 as Exhibit 10.1 thereto.
     
10.2   Rescission Agreement between the Company, Telkoor Telecom Ltd. and Telkoor Power Supplies Ltd., dated September 4, 2016.  Incorporated herein by reference to the Current Report on Form 8-K filed on September 7, 2016 as Exhibit 10.2 thereto.  
     
10.3   Waiver Letter to Securities Purchase Agreement between the Company, Philou Ventures, LLC and Telkoor Telecom Ltd., dated September 20, 2016.  Incorporated herein by reference to the Current Report on Form 8-K filed on September 22, 2016 as Exhibit 10.1 thereto.
     
10.4   Registration Rights Agreement, dated October 21, 2016.  Incorporated herein by reference to the Current Report on Form 8-K filed on October 27, 2016 as Exhibit 10.4 thereto.  
     
10.5   Form of Subscription Agreement. Incorporated herein by reference to the Current Report on Form 8-K filed on November 16, 2016 as Exhibit 10.1 thereto.  
     
10.6   Form of Registration Rights Agreement, dated November 15, 2016.  Incorporated by reference to the Current Report on Form 8-K filed on November 16, 2016 as Exhibit 10.2 thereto.
     
10.7*   Employment Agreement for Amos Kohn, dated November 30, 2016.  Incorporated by reference to the Current Report on Form 8-K filed on December 5, 2016 as Exhibit 10.1 thereto.  
     
10.8   2016 Stock Incentive Plan.  Incorporated by reference to the Current Report on Form 8-K filed on December 30, 2016 as Exhibit 10.1 thereto.
     
10.9   Form of Subscription Agreement.  Incorporated by reference to the Current Report on Form 8-K filed on February 17, 2017 as Exhibit 10.1 thereto.
     
10.10*   Amendment No. 1 to Executive Employment Agreement. Amos Kohn, dated February 22, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on February 27, 2017 as Exhibit 10.1 thereto.

 

 67  
 

 

Exhibit
Number		   Description
     
10.11   Preferred Stock Purchase Agreement between the Company and Philou Ventures, LLC, dated March 9, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on March 9, 2017 as Exhibit 10.1 thereto.
     
10.12   Registration Rights Agreement between the Company and Philou Ventures, LLC. Incorporated by reference to the Current Report on Form 8-K filed on March 9, 2017 as Exhibit 10.2 thereto.
     
10.13   Form of Subscription Agreement.  Incorporated by reference to the Current Report on Form 8-K filed on April 4, 2017 as Exhibit 10.1 thereto.
     
10.14   Form of Subscription Agreement, dated May 1, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on May 31, 2017 as Exhibit 10.1 thereto.
     
10.15   Form of Registration Rights Agreement. Incorporated by reference to the Current Report on Form 8-K filed on May 31, 2017 as Exhibit 10.2 thereto.
     
10.16   Promissory Note issued by Microphase Corporation to the Company, dated June 2, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on June 8, 2017 as Exhibit 10.1 thereto.
     
10.17   Promissory Note issued by Microphase Corporation to the Company, dated June 2, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on June 8, 2017 as Exhibit 10.2 thereto.
     
10.18   Form of Securities Purchase Agreement, dated July 25, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on July 26, 2017 as Exhibit 10.1 thereto.
     
10.19   Form of Exchange Agreement, dated July 28, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on July 31, 2017 as Exhibit 10.1 thereto.
     

10.20

   Form of Subscription Agreement.  Incorporated by reference to the Current Report on Form 8-K filed on July 31, 2017 as Exhibit 10.2 thereto.
     
10.21   Form of Securities Purchase Agreement, dated July 28, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on July 31, 2017 as Exhibit 10.3 thereto.
     
10.22   Securities Purchase Agreement between William H. Gordon, Power-Plus Technical Distributors, LLC, and CooliSys Technologies Inc., dated August 3, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on August 9, 2017 as Exhibit 10.1 thereto.
     
10.23   Form of Securities Purchase Agreement, dated August 3, 2017. Incorporated by reference to the Current Report on Form 8-K filed on August 9, 2017 as Exhibit 10.1 thereto.
     
10.24   Form of Securities Purchase Agreement, dated August 10, 2017. Incorporated by reference to the Current Report on Form 8-K filed on August 11, 2017 as Exhibit 10.1 thereto.
     
10.25   Form of Registration Rights Agreement, dated August 10, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on August 11, 2017 as Exhibit 10.3 thereto.
     
10.26   Loan and Security Agreement between the Company and Avalanche International Corp., dated August 21, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on September 7, 2017 as Exhibit 10.1 thereto.
     
10.27*   Executive Employment Agreement for William Horne, dated October 6, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on October 12, 2017 as Exhibit 10.1 thereto.
     
10.28   Form of Subscription Agreement.  Incorporated by reference to the Current Report on Form 8-K filed on October 19, 2017 as Exhibit 10.1 thereto.

 

 68  
 

 

Exhibit
Number		   Description
     
10.29   Agreement for the Purchase and Sale of Future Receipts between the Company and TVT Capital, LLC, dated October 23, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on October 23, 2017 as Exhibit 10.1 thereto.
     
10.3   Form of Securities Purchase Agreement.  Incorporated by reference to the Current Report on Form 8-K filed on November 2, 2017 as Exhibit 10.1 thereto.
     
10.31   Form of Registration Rights Agreement.  Incorporated by reference to the Current Report on Form 8-K filed on November 2, 2017 as Exhibit 10.3 thereto.
     
10.32   Form of Loan and Security Agreement between the Company and LAM, Inc., dated November 2, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on November 7, 2017 as Exhibit 10.1 thereto.
     
10.33   Form of Subscription Agreement, dated November 6, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on November 8, 2017 as Exhibit 10.1 thereto.
     
10.34   Trust Agreement between Coolisys Technologies Inc. and Roni Kohn, dated May 14, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on November 22, 2017 as Exhibit 10.1 thereto.
     
10.35   Tenancy-In-Common Agreement between Coolisys Technologies Inc. and Roni Kohn, dated May 14, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on November 22, 2017 as Exhibit 10.2 thereto.
     
10.36   Form of Securities Purchase Agreement, dated December 4, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on December 8, 2017 as Exhibit 10.1 thereto.
     
10.37   Form of Registration Rights Agreement, dated December 4, 2017. Incorporated by reference to the Current Report on Form 8-K filed on December 8, 2017 as Exhibit 10.2 thereto.
     
10.38   Exchange Agreement between the Company and WT Johnson & Sons (Huddersfield) Limited, dated December 5, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on December 8, 2017 as Exhibit 10.1 thereto.
     
10.39   Form of Exchange Agreement, dated December 5, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on December 8, 2017 as Exhibit 10.1 thereto.
     

10.40

   Form of Subscription Agreement, dated December 1, 2017.  Incorporated by reference to the Current Report on Form 8-K filed on December 8, 2017 as Exhibit 10.1 thereto.
     
10.41   Form of Consulting Agreement.  Incorporated by reference to the Current Report on Form 8-K filed on January 2, 2018 as Exhibit 10.1 thereto.
     
10.42   Agreement for the Purchase and Sale of Future Receipts between the Company and TVT Capital, LLC, dated January 10, 2018.  Incorporated by reference to the Current Report on Form 8-K filed on January 16, 2018 as Exhibit 10.1 thereto.
     
10.43   Agreement for the Purchase and Sale of Future Receipts between the Company and TVT Capital, LLC, dated January 10, 2018.  Incorporated by reference to the Current Report on Form 8-K filed on January 16, 2018 as Exhibit 10.2 thereto.
     
10.44   Form of Securities Purchase Agreement, dated January 23, 2018.  Incorporated by reference to the Current Report on Form 8-K filed on January 24, 2018 as Exhibit 10.1 thereto.
     
10.45   Form of Registration Rights Agreement, dated January 23, 2018.  Incorporated by reference to the Current Report on Form 8-K filed on January 24, 2018 as Exhibit 10.2 thereto.
     
10.46*   Executive Employment Agreement for William Horne, dated January 25, 2018.  Incorporated by reference to the Current Report on Form 8-K filed on January 25, 2018 as Exhibit 10.1 thereto.

 

 69  
 

 

Exhibit

Number

   Description
10.47   Form of Securities Purchase Agreement, dated January 23, 2018.  Incorporated by reference to the Current Report on Form 8-K filed on February 12, 2018 as Exhibit 10.1 thereto.
     
10.48   Amendment to Securities Purchase Agreement, dated January 23, 2018, between the Company and Twitchell Fund, LLC.  Incorporated by reference to the Current Report on Form 8-K filed on February 12, 2018 as Exhibit 10.2 thereto.
     
10.49   Sales Agreement between the Company and H.C. Wainwright & Co., LLC, dated February 27, 2018.  Incorporated by reference to the Current Report on Form 8-K filed on February 27, 2018 as Exhibit 10.1 thereto.
     
10.50   Asset Purchase Agreement between Super Crypto Mining, Inc. and Blockchain Supply & Services Ltd., dated March 8, 2018.  Incorporated by reference to the Current Report on Form 8-K filed on March 9, 2018 as Exhibit 10.1 thereto.
     
10.51   Amended and Restated Master Services Agreement dated March 21, 2018 but effective March 1, 2018.  Filed herewith.  Confidential Portions have been redacted and a Request for Confidential Treatment has been filed separately with the Commission. Incorporated by reference to the Annual Report on Form 10-K filed on April 17, 2018 as Exhibit 10.51 thereto.
     
10.52   Form of Securities Purchase Agreement, dated March 23, 2018. Incorporated by reference to the Current Report on Form 8-K filed on March 26, 2018 as Exhibit 10.1 thereto.
     
10.53   Form of Note, dated March 23, 2018.  Incorporated by reference to the Current Report on Form 8-K filed on March 26, 2018 as Exhibit 10.2 thereto.
     
10.54   Form of Amended and Restated Independent Contractor Agreement, dated April 13, 2018.  Incorporated by reference to the Current Report on Form 8-K filed on April 13, 2018 as Exhibit 10.1 thereto.
     
21***   List of subsidiaries.
23.1***   Consent of Marcum LLP.
23.2***   Consent of Ziv Haft, BDO member firm.
31.1***   Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
31.2***   Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
32.1****   Certification of Chief Executive and Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code

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  

 

                                       

*Indicates management contract or compensatory plan or arrangement.
**Confidential treatment is being sought for this agreement, which has been filed separately with the SEC. The confidential portions of this Exhibit have been omitted and are marked by asterisks.
***Filed herewith.
****Furnished herewith.

 

 

ITEM 16.FORM 10–K SUMMARY.

 

None.

 

 70  
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

Dated:  April 16, 2019

 

 

  DPW HOLDINGS, INC.  
       
  By: /s/ Milton C. Ault, III  
    Milton C. Ault, III  
    Chief Executive Officer  
    (Principal Executive Officer)  
       
       
  By: /s/ William B. Horne  
    William B. Horne  
    Chief Financial Officer  
    (Principal Accounting Officer)  

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated.

 

 

 

April 16, 2019 /s/ Milton C. Ault, III  
 

 

Milton C. Ault, III, Chief Executive Officer and Executive

Chairman of the Board

  
     
April 16, 2019 /s/ William B. Horne  
 

 

William B. Horne, Chief Financial Officer and Director

 

  
     
April 16, 2019 /s/ Amos Kohn  
  Amos Kohn, President and Director  
     
April 16, 2019 /s/ Robert O. Smith  
  Robert O. Smith, Director  
     
April 16, 2019 /s/ Mordechai Rosenberg  
  Mordechai Rosenberg, Director  
     
April 16, 2019 /s/ Jeffrey A. Bentz  
  Jeffrey A. Bentz, Director  

 

 71  
 

 

ITEM 8.FINANCIAL STATEMENTS

 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS

 

Reports of Independent Registered Public Accounting Firm – Marcum LLP F-2
   
Report of Independent Registered Public Accounting Firm – Ziv Haft. F-3
   
Consolidated Balance Sheets as of December 31, 2018 and 2017 F-4 - F-5
   
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2018 and 2017 F-6
   
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2018 and 2017 F-7 - F-10
   
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018 and 2017 F-11 - F-13
   
Notes to Consolidated Financial Statements F-14 - F-76

 

 F-1 
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and Board of Directors of

DPW Holdings, Inc. and Subsidiaries

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of DPW Holdings, Inc. and Subsidiaries (the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”).  In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

 

We did not audit the financial statements of Enertec Systems 2001 Ltd., a wholly-owned subsidiary, which statements reflect total assets and revenues constituting 19 percent and 20 percent, respectively, of the related consolidated totals. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Enertec Systems 2001 Ltd., is based solely on the report of the other auditors.

 

Explanatory Paragraph – Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ Marcum llp

 

Marcum llp

 

We have served as the Company’s auditor since 2016.

 

New York, NY
April 16, 2019

 

 F-2 
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and Management of

ENERTEC SYSTEMS 2001 LTD

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheet of ENERTEC SYSTEMS 2001 LTD ("the company") as of December 31, 2018, the related statements of comprehensive loss, shareholders’ equity, and cash flows for the period from May 22, 2018 ended December 31, 2018, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018, and the results of its operations and its cash flows for each of the period started May 22, 2018 and ended December 31, 2018 in conformity with U.S. generally accepted accounting principles.

 

Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Company’s auditor since 2012.

 

 

  /s/ Ziv Haft.
  Ziv Haft.
  Certified Public Accountants (Isr.)
  BDO Member Firm

 

 

Tel-Aviv, Israel

April 16, 2019

 

 F-3 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

   December 31, 
   2018   2017 
ASSETS        
         
CURRENT ASSETS        
Cash and cash equivalents  $902,329   $1,478,147 
Marketable securities   178,597    1,834,570 
Accounts receivable   1,930,971    1,898,241 
Accounts and other receivable, related party   3,887,654    173,751 
Accrued revenue   1,353,411    — 

Inventories

   3,261,126    1,992,865 
Prepaid expenses and other current assets   775,981    1,407,104 
TOTAL CURRENT ASSETS   12,290,069    8,784,678 
           
Intangible assets   4,359,798    2,898,013 
Digital currencies   1,535    — 
Goodwill   8,463,070    3,651,984 
Property and equipment, net   9,313,299    1,216,847 
Investments - related party, net of original issue discount of $2,336,693          
  and $2,115,710, respectively   5,611,621    2,332,910 
Investments in warrants and common stock - related party   3,043,499    7,728,001 
Investments in preferred stock of private company   480,000    1,000,000 
Investments in real estate   1,969,000    — 
Other investments   2,572,230    1,637,672 
Other investments, related parties   862,500    915,464 
Other assets   459,259    343,325 
TOTAL ASSETS  $49,425,880   $30,508,894 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
           
CURRENT LIABILITIES          
Accounts payable and accrued expenses  $13,065,838   $4,273,242 
Accounts payable and accrued expenses, related party   57,752    69,855 
Advances on future receipts   2,085,807    1,962,965 
Short term advances   —    2,438,667 
Short term advances, related party   73,761    245,000 
Revolving credit facility   285,605    387,572 
Notes payable   6,388,787    402,234 
Notes payable, related party   166,925    133,569 
Convertible notes payable   6,742,494    397,878 
Other current liabilities   1,868,402    708,391 
TOTAL CURRENT LIABILITIES   30,735,371    11,019,373 
           
LONG TERM LIABILITIES          
Notes payable   483,659    525,492 
Notes payable, related parties   142,059    175,748 
           
TOTAL LIABILITIES   31,361,089    11,720,613 

 

 

The accompanying notes are an integral part of these consolidated financial statements. 

 

 F-4 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (continued)  

 

  December 31, 
   2018   2017 
COMMITMENTS AND CONTINGENCIES          
           
STOCKHOLDERS' EQUITY          
           
Series A Convertible Preferred Stock, $25.00 stated value per share,   1    — 
  $0.001 par value – 1,000,000 shares authorized; 1,434 and nil shares issued and          
    outstanding at December 31, 2018 and 2017 (redemption amount and liquidation          
   preference of $35,850 and nil as of December 31, 2018 and 2017)          
           
Series B Convertible Preferred Stock, $10 stated value per share,   125    100 
  share, $0.001 par value – 500,000 shares authorized; 125,000 and 100,000 shares          
   issued and outstanding at December 31, 2018 and 2017, respectively          
  (liquidation preference of $1,250,000 and $1,000,000 at December 31, 2018 and          
  2017, respectively)          
           
Series D Convertible Preferred Stock, $0.01 stated value per   —    379 
  share, $0.001 par value – 378,776 shares authorized; nil and 378,776          
  shares issued and outstanding at December 31, 2018 and 2017,          
  respectively (liquidation preference of $3,788 at December 31, 2017)          
Preferred Stock, $0.001 par value – 23,121,224 shares authorized; nil shares   —    — 
  issued and outstanding at December 31, 2018 and 2017          
           
Class A Common Stock, $0.001 par value – 500,000,000 shares authorized;   4,036    1,511 
 4,036,407 and 1,511,115 shares issued and outstanding at December 31, 2018          
 and 2017, respectively          
Class B Common Stock, $0.001 par value – 25,000,000 shares authorized;   —    — 
 nil shares issued and outstanding at December 31, 2018 and 2017          
Additional paid-in capital   77,643,609    36,916,659 
Accumulated deficit   (55,721,115)   (23,414,151)
Accumulated other comprehensive loss   (3,902,523)   4,503,046 
TOTAL DPW HOLDINGS STOCKHOLDERS' EQUITY   18,024,132    18,007,544 
Non-controlling interest   40,658    780,737 
TOTAL STOCKHOLDERS' EQUITY   18,064,790    18,788,281 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $49,425,880   $30,508,894 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 F-5 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHNSIVE LOSS

 

   For the Year Ended 
   December 31, 
   2018   2017 
         
Revenue  $17,762,217   $10,000,749 
Revenue, cryptocurrency mining   1,675,549    — 
Revenue, related party   3,907,280    173,751 
Revenue, restaurant operations   3,462,140    — 
Revenue, lending activities   347,033    — 
Total revenue   27,154,219    10,174,500 
Cost of revenue   21,774,658    6,325,027 
Gross profit   5,379,561    3,849,473 
           
Operating expenses          
Engineering and product development   1,430,538    1,119,745 
Selling and marketing   3,010,790    1,721,050 
General and administrative   19,842,378    6,991,723 
Impairment loss on intangible assets   700,000    — 
Impairment loss on digital currency   1,311    — 
Total operating expenses   24,985,017    9,832,518 
           
Loss from operations   (19,605,456)   (5,983,045)
Interest expense   (13,453,344)   (4,990,397)
Loss before income taxes   (33,058,800)   (10,973,442)
Income tax benefit   76,599    78,393 
Net loss   (32,982,201)   (10,895,049)
Less: Net loss attributable to          
non-controlling interest   748,320    278,818 
Net loss attributable to DPW Holdings   (32,233,881)   (10,616,231)
Preferred deemed dividends on Series B          
and Series C Preferred Stock   (108,049)   (584,182)
Preferred dividends on Series C Preferred Stock   —    (54,059)
Net loss available to common stockholders  $(32,341,930)  $(11,254,472)
           
Basic and diluted net loss per common share  $(11.15)  $(18.05)
           
Basic and diluted weighted average common          
shares outstanding   2,899,888    623,583 
           
Comprehensive Loss          
Loss available to common stockholders  $(32,341,930)  $(11,254,472)
Other comprehensive income (loss)          
Foreign currency translation adjustment   (377,823)   152,078 
Net unrealized (loss) gain on securities available-for-sale   (8,027,746)   5,171,743 
Other comprehensive income (loss)   (8,405,569)   5,323,821 
Total Comprehensive loss  $(40,747,499)  $(5,930,651)

 

The accompanying notes are an integral part of these consolidated financial statements. 

 

 F-6 
 


 

DPW HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

 

                           Accumulated         
                   Additional       Other       Total 
   Preferred Stock   Common Stock   Paid-In   Accumulated   Comprehensive   Non-Controlling   Stockholders' 
   Shares   Amount   Shares   Amount   Capital   Deficit   Income (Loss)   Interest   Equity 
                                     
BALANCES, January 1, 2017   —   $—    383,882   $384   $16,534,243   $(12,159,679)  $(820,775)  $—   $3,554,173 
Compensation expense due to stock option                                             
 issuances   —         —    —    485,198    —    —    —    485,198 
Compensation expense due to warrant                                             
issuances   —         —    —    93,918    —    —    —    93,918 
Issuance of common stock and warrants                                             
for cash   —         136,482    136    1,962,549    —    —    —    1,962,685 
Issuance of common stock for services   —         108,067    108    1,662,594    —    —    —    1,662,702 
Issuance of common stock for conversion                                             
of debt   —         337,990    338    4,036,263    —    —    —    4,036,601 
Issuance of common stock upon exercise                                             
of stock options   —         18,073    18    556,999    —    —    —    557,017 
Issuance of common stock upon exercise                                             
of warrants   —         177,305    177    2,245,761    —    —    —    2,245,938 
Issuance of Series B preferred stock for                                             
cash and warrants   50,000    50    —    —    499,950    —    —    —    500,000 
Issuance of Series B preferred stock for                                             
conversion of debt   50,000    50    —    —    499,950    —    —    —    500,000 
Issuance of Series C preferred stock for                                             
cash and warrants   433,335    433    —    —    897,607    —    —    —    898,040 
Issuance of Series C preferred stock for                                             
conversion of debt   21,667    22    —    —    51,978    —    —    —    52,000 
Issuance of common stock for conversion                                             
of Series C preferred stock   (455,002)   (455)   91,000    91    364    —    —    —    — 
Issuance of Series D preferred stock and                                             
 common stock in acquisition of Microphase   378,776    379    92,122    92    1,450,569    —    —    944,555    2,395,595 
Issuance of Series E preferred stock and                                             
 common stock in acquisition of Microphase   10,000    10    —    —    —    —    —    —    10 

  

The accompanying notes are an integral part of these consolidated financial statements. 

 

 F-7 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

 

                          Accumulated         
                   Additional       Other       Total 
   Preferred Stock   Common Stock   Paid-In   Accumulated   Comprehensive   Non-Controlling   Stockholders' 
   Shares   Amount   Shares   Amount   Capital   Deficit   Income (Loss)   Interest   Equity 
                                     
Issuance of common stock for conversion                                             
 of Series E preferred stock   (10,000)   (10)   30,000    30    470,870    —    —    —    470,890 
Issuance of common stock in connection                                             
 with convertible notes   —         22,500    23    399,488    —    —    —    399,511 
Issuance of common stock for domain name   —         2,500    3    30,950    —    —    —    30,953 
Issuance of common stock and warrants                                             
 in satisfaction of subsidiary debt   —         76,193    76    940,247    —    —    —    940,323 
Issuance of common stock for acquisition                                             
 of debt due from related party   —         30,000    30    599,970    —    —    —    600,000 
Beneficial conversion feature in connection                                             
 with convertible notes   —         —    —    786,797    —    —    —    786,797 
Fair value of warrants issued in connection with                                             
 convertible notes   —         —    —    2,133,822    —    —    —    2,133,822 
Fair value of personal guarantees in connection                                             
 with debt financings   —         —    —    75,259    —    —    —    75,259 
Issuance of common stock for conversion of debt                                             
 owed by subsidiary to former stakeholder   —         —    —    —    —    —    115,000    115,000 
Issuance of common stock and cash for                                             
 exchange fees and other financing costs   —         5,000    5    (82,869)   —    —    —    (82,864)
Comprehensive loss:                                             
Net loss   —         —    —    —    (10,616,231)   —    —    (10,616,231)
Preferred dividends   —         —    —    —    (54,059)   —    —    (54,059)
Preferred deemed dividends   —         —    —    584,182    (584,182)   —    —    — 
Net unrealized gain on securities                                             
 available-for-sale, net of income taxes   —         —    —    —    —    5,171,743    —    5,171,743 
Foreign currency translation adjustments   —         —    —    —    —    152,078    —    152,078 
Net loss attributable to non-controlling interest   —         —    —    —    —    —    (278,818)   (278,818)
                                              
BALANCES, December 31, 2017   478,776   $479    1,511,115   $1,511   $36,916,659   $(23,414,151)  $4,503,046   $780,737   $18,788,281 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 F-8 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY 

 

                           Accumulated         
                   Additional       Other       Total 
   Preferred Stock   Common Stock   Paid-In   Accumulated   Comprehensive   Non-Controlling   Stockholders' 
   Shares   Amount   Shares   Amount   Capital   Deficit   Income (Loss)   Interest   Equity 
Compensation expense due to stock                                             
 option issuances   —         —    —    1,043,908    —    —    —    1,043,908 
Compensation expense due to warrant issuances   —         —    —    93,914    —    —    —    93,914 
Issuance of common stock and warrants for
cash		   —         1,640,935    1,641    23,882,829    —    —    —    23,884,470 
Issuance of common stock for services   —         184,153    184    3,740,704    —    —    —    3,740,888 
Issuance of common stock for conversion                                             
 of debt   —         211,225    212    2,445,905    —    —    —    2,446,117 
Issuance of common stock for conversion                                             
 of short-term advances   —         181,608    182    2,819,402    —    —    —    2,819,584 
Issuance of common stock upon exercise                                             
 of stock options   —         3,000    3    97,797    —    —    —    97,800 
Issuance of common stock upon exercise                                             
 of warrants   —         107,282    107    867,059    —    —    —    867,166 
Issuance of Series A preferred stock for cash   1,434    1    —    —    35,849    —    —    —    35,849 
Issuance of Series B preferred stock for                                             
 conversion of short-term advances   25,000    25    —    —    249,975    —    —    —    250,000 
Issuance of common stock for conversion                                             
 of Series E preferred stock   (378,776)   (379)   37,878    38    341    —    —    —    — 
Issuance of common stock in connection                                             
 with convertible notes   —         136,961    136    1,540,972    —    —    —    1,541,108 
Repurchase of common stock   —         (2,750)   (3)   (57,745)   —    —    —    (57,748)
Beneficial conversion feature in connection                                             
with convertible notes   —         —    —    2,555,952    —    —    —    2,555,952 
Fair value of warrants issued in connection                                             
with convertible notes   —         —    —    3,408,665    —    —    —    3,408,665 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 F-9 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

 

                           Accumulated         
                   Additional       Other       Total 
   Preferred Stock   Common Stock   Paid-In   Accumulated   Comprehensive   Non-Controlling   Stockholders' 
   Shares   Amount   Shares   Amount   Capital   Deficit   Income (Loss)   Interest   Equity 
Cash for exchange fees and other financing costs   —         25,000    25    (2,107,607)   —    —    —    (2,107,582)
Non-controlling interest from acquisition of I. AM   —         —    —    981    —    —    33,241    34,222 
Non-controlling interest from Microphase   —         —    —    —    —    —    (25,000)   (25,000)
Comprehensive loss:                                             
Net loss   —         —    —    —    (32,233,881)   —    —    (32,233,881)
Preferred deemed dividends   —         —    —    108,049    (108,049)   —    —    — 
Net unrealized loss on securities                                             
available-for-sale, net of income taxes   —         —    —    —    —    (8,027,746)   —    (8,027,746)
Foreign currency translation adjustments   —         —    —    —    34,966    (377,823)   —    (342,857)
Net loss attributable to non-controlling interest   —         —    —    —    —    —    (748,320)   (748,320)
                                              
BALANCES, December 31, 2018   

126,434

   $126    4,036,407   $4,036   $

77,643,609

   $(55,721,115)  $(3,902,523)  $40,658   $18,028,941 

 

The above Consolidated Statements of Stockholders’ Equity reflects a 1 for 20 reverse stock split effective March 14, 2019, see Note 1 for further information.  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 F-10 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   For the Years Ended December 31, 
   2018   2017 
         
Cash flows from operating activities:        
Net loss  $(32,982,201)  $(10,895,049)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation   2,447,249    193,671 
Amortization   459,656    60,335 
Interest expense – debt discount   11,191,055    4,688,630 
Impairment of intangible assets   700,000    — 
Accretion of original issue discount on notes receivable – related party   (2,004,358)   (453,346)
Accretion of original issue discount on notes receivable   (175,921)   — 
Interest expense on conversion of promissory notes to common stock   —    13,333 
Deferred taxes   —    (225,488)
Provision for bad debts   —    (32,729)
Stock-based compensation   4,719,266    1,831,435 
Realized losses on sale of digital currencies   127,602    — 
Realized losses on sale of marketable securities   175,405    — 
Unrealized losses on trading securities   77,133    — 
Changes in operating assets and liabilities:          
Accounts receivable   2,754,631    285,146 
Accounts receivable, related party   (3,713,903)   (173,751)
Accrued revenue   (1,353,411)   — 
Digital currencies   (1,633,630)   — 
Inventories   13,137    100,156 
Prepaid expenses and other current assets   1,210,933    (763,559)
Other investments, related party   —    (335,040)
Other assets   (232,442)   (70,846)
Accounts payable and accrued expenses   6,850,263    1,515,870 
Accounts payable, related parties   (12,103)   69,855 
Other current liabilities   959,235    74,813 
           
Net cash used in operating activities   (10,422,404)   (4,116,564)
           
Cash flows from investing activities:          
Purchase of property and equipment   (8,919,532)   (402,779)
Proceeds from sale of property and equipment   —    16,595 
Loss on dispositon of asset   22,172    — 
Purchase of intangible asset   (3,025)   (50,000)
Purchase of Power Plus   —    (377,661)
Purchase of Enertec   (4,936,562)   — 
Cash received on acquisitions   293,041    110,982 
Investments – related party   (1,244,353)   (3,200,554)
Related party investment in real property   (1,969,000)   — 
Investment in real property   —    (300,000)
Investments in warrants and common stock - related party   (2,672,510)   — 
Investments in marketable securities   (858,458)   (1,485,652)
Sales of marketable securities   2,188,292    63,606 
Sales of digital currencies   64,587    — 
Investments - others   (25,000)   — 
Loans to third party   —    — 
Loans to related parties   —    (44,000)
Proceeds from loans to related parties   12,520    35,000 
Investments in debt and equity securities   (2,571,100)   (3,039,500)
           
Net cash used in investing activities  $(20,618,928)  $(8,673,963)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 F-11 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

 

   For the Years Ended December 31, 
   2018   2017 
         
Cash flows from financing activities:        
Gross proceeds from sales of common stock and warrants  $23,884,470   $2,035,147 
Repurchase of common stock   (57,747)   — 
Proceeds from issuance of Series A Convertible Preferred Stock   33,699    — 
Proceeds from issuance of Series B and C Convertible Preferred Stock   —    1,540,000 
Financing cost in connection with sales of equity securities   (2,107,582)   (297,341)
Proceeds from stock option exercises   97,800    557,360 
Proceeds from warrant exercises   867,166    2,245,938 
Proceeds from convertible notes payable   11,550,000    2,918,200 
Proceeds from notes payable – related party   —    350,000 
Proceeds from notes payable   12,994,999    857,000 
Proceeds from short-term advances – related party   136,761    — 
Proceeds from short-term advances   762,000    2,439,000 
Payments on short-term advances   (646,500)   — 
Payments on notes payable – related party   (333)   — 
Payments on short-term advances – related party   (13,000)   245,000 
Payments on notes payable   (12,133,140)   (190,000)
Payments on convertible notes payable   (2,362,281)   (157,000)
Proceeds from advances on future receipts   3,350,277    2,889,175 
Payments on advances on future receipts   (5,505,079)   (1,526,125)
Payments of preferred dividends   —    (35,494)
Financing cost in connection with sales of debt securities   —    (122,650)
Payments on revolving credit facilities, net   (313,822)   (524,710)
           
Net cash provided by financing activities   30,537,688    13,223,500 
           
Effect of exchange rate changes on cash and cash equivalents   (72,174)   49,000 
           
Net increase (decrease) in cash and cash equivalents   (575,818)   481,973 
           
Cash and cash equivalents at beginning of period   1,478,147    996,174 
           
Cash and cash equivalents at end of period  $902,329   $1,478,147 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 F-12 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

 

 

   For the Years Ended December 31, 
   2018   2017 
         
Supplemental disclosures of cash flow information:        
Cash paid during the period for interest  $760,208   $271,129 
           
Non-cash investing and financing activities:          
Cancellation of convertible note payable into shares of common stock  $2,446,116   $2,497,721 
Cancellation of convertible note payable, related party into shares of common stock  $-   $530,000 
Cancellation of short term advances into shares of common stock  $2,554,167   $— 
Cancellation of short term advances, related party into shares of common stock  $45,000   $— 
Cancellation of short term advances, related party into shares of Series B Preferrred Stock  $250,000   $— 
Payment of debt with digital currency  $739,967   $— 
Purchase of assets with digital currency  $250,460   $— 
Payment of accounts payable with digital currency  $449,479   $— 
Issuance of common stock for prepaid services  $50,000   $— 
Cancellation of notes payable – related party into shares of          
common stock  $—   $369,334 
Cancellation of notes payable into shares of common stock  $—   $2,204,365 
Cancellation of note payable – related party into series B          
convertible preferred stock  $—   $500,000 
Issuance of common stock for domain name  $—   $31,000 
Issuance of common stock for prepaid services  $—   $410,000 
           
           
In connection with the Company's acquisition of Microphase Corporation, equity instruments were          
issued and liabilities assumed during 2017 as follows:          
           
Fair value of assets acquired  $7,907,744      
Equity instruments issued   (1,451,040)     
Non-controlling interest   (945,555)     
Liabilities assumed  $5,511,149      

 

The accompanying notes are an integral part of these consolidated financial statements. 

 

 F-13 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

1. DESCRIPTION OF BUSINESS

 

DPW Holdings, Inc., a Delaware corporation (“DPW” or the “Company”), formerly known as Digital Power Corporation, was incorporated in September 2017. The Company is a diversified holding company owning subsidiaries engaged in the following operating businesses: commercial and defense solutions, commercial lending, cryptocurrency blockchain mining, advanced textile technology and restaurant operations. The Company’s wholly-owned subsidiaries are Coolisys Technologies, Inc. (“Coolisys”), Digital Power Limited (“DP Limited”), Enertec Systems 2001 Ltd (“Enertec”), Power-Plus Technical Distributors, LLC (“Power-Plus”), Digital Power Lending, LLC (“DP Lending”) and Digital Farms, Inc. (“Digital Farms”), formerly known as Super Crypto Mining, Inc. The Company also has controlling interests in Microphase Corporation (“Microphase”) and I. AM, Inc. (“I.AM”). The Company has five reportable segments – North America with operations conducted by Microphase, Coolisys, Power-Plus and DP Lending, Europe with operations through DP Limited, Middle East with operations through Enertec, digital currency blockchain mining through Digital Farms and restaurant operations through I.AM.

 

On March 14, 2019, pursuant to the authorization provided by the Company’s stockholders at a Special Meeting of Stockholders, the Company’s Board of Directors approved the Certificate of Incorporation Amendment (the “COI Amendment”) to effectuate a reverse stock split of the Common Stock affecting both the authorized and issued and outstanding number of such shares by a ratio of one-for-twenty (the “Reverse Stock Split”).

 

2. LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS

 

The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern. As of December 31, 2018, the Company had cash and cash equivalents of $902,329, an accumulated deficit of $55,721,115 and a negative working capital of $18,445,302. The Company has incurred recurring losses and reported losses for the years ended December 31, 2018 and 2017, totaled $32,233,881 and $10,616,231, respectively. In the past, the Company has financed its operations principally through issuances of convertible debt, promissory notes and equity securities. During 2018, the Company continued to successfully obtain additional equity and debt financing and in restructuring existing debt.

 

The Company expects to continue to incur losses for the foreseeable future and needs to raise additional capital to continue its business development initiatives and to support its working capital requirements. In March 2017, the Company was awarded a 3-year, $50 million purchase order by MTIX Ltd. (“MTIX”) to manufacture, install and service the Multiplex Laser Surface Enhancement (“MLSE”) plasma-laser system. Currently, the Company has subcontracted out a significant amount of these services to third parties. Management believes that the MLSE purchase order will be a source of revenue and generate significant cash flows for the Company. Additionally, on April 2, 2019, the Company received gross proceeds of approximately $7 million in a public offering of its securities (See Note 28). Management believes that the Company has access to capital resources through potential public or private issuances of debt or equity securities. However, if the Company is unable to raise additional capital, it may be required to curtail operations and take additional measures to reduce costs, including reducing its workforce, eliminating outside consultants and reducing legal fees to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern.

 

3. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

 

 F-14 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of DPW and its wholly-owned subsidiaries, Coolisys, DP Limited, Power-Plus, Enertec, DP Lending and Digital Farms and its majority-owned subsidiaries, Microphase and I.AM. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Accounting Estimates

 

The preparation of financial statements, in conformity with U.S. GAAP, requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include acquisition accounting, fair value of certain financial instruments, reserve for trade receivables and inventories, carrying amounts of investments, fair value of digital currencies, accruals of certain liabilities including product warranties, useful lives and depreciation, and deferred income taxes and related valuation allowance.

 

Revenue Recognition

 

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

 

·Step 1: Identify the contract with the customer,
·Step 2: Identify the performance obligations in the contract,
·Step 3: Determine the transaction price,
·Step 4: Allocate the transaction price to the performance obligations in the contract, and
·Step 5: Recognize revenue when the company satisfies a performance obligation.

 

The Company’s disaggregated revenues consist of the following for the year ended December 31, 2018:

 

   Year ended December 31, 2018 
               Digital         
   DPC   DPL   Enertec   Farms   I.AM   Total 
                         
Primary Geographical                              
Markets                              
North America  $13,875,883   $11,804   $—   $1,675,549   $3,462,140   $19,025,376 
Europe   159,350    1,656,516    —    —    —    1,815,866 
Middle East   —    —    5,226,075    —    —    5,226,075 
Other   718,692    368,210    —    —    —    1,086,902 
   $14,753,925   $2,036,530   $5,226,075   $1,675,549   $3,462,140   $27,154,219 
                               
Major Goods                              
RF/Microwave Filters  $3,331,575   $—   $—   $—   $—   $3,331,575 
Detector logarithmic                              
 video amplifiers   1,338,912    —    —    —    —    1,338,912 
Power Supply Units   5,829,125    —    —    —    —    5,829,125 
Power Supply Systems   —    2,036,530    —    —    —    2,036,530 
Healthcare diagnostic systems   —    —    1,715,512    —    —    1,715,512 
Defense systems   —    —    3,510,563    —    —    3,510,563 
Digital Currency Mining   —    —    —    1,675,549    —    1,675,549 
Restaurant operations   —    —    —    —    3,462,140    3,462,140 
Lending activities   347,033    —    —    —    —    347,033 
MLSE Systems   3,907,280    —    —    —    —    3,907,280 
   $14,753,925   $2,036,530   $5,226,075   $1,675,549   $3,462,140   $27,154,219 
                               
Timing of Revenue                              
Recognition                              
Goods transferred at a                              
 a point in time  $10,846,645   $1,411,798   $—   $1,675,549   $3,462,140   $17,396,132 
Services transferred over time   3,907,280    624,732    5,226,075    —    —    9,758,087 
   $14,753,925   $2,036,530   $5,226,075   $1,675,549   $3,462,140   $27,154,219 

 

 F-15 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

Sales of Products

 

The Company generates revenues from the sale of its products through a direct and indirect sales force. The Company’s performance obligations to deliver products are satisfied at the point in time when products are received by the customer, which is when the customer has title and the significant risks and rewards of ownership. The Company provides standard assurance warranties, which are not separately priced, that the products function as intended. The Company primarily receives fixed consideration for sales of product. Some of the Company’s contracts with distributors include stock rotation rights after six months for slow moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. The Company’s customers generally pay within 30 days from the receipt of a valid invoice.

 

Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC 606-10-50-14(a) of not disclosing information about its remaining performance obligations.

 

Manufacturing Services

 

The Company provides manufacturing services in exchange primarily for fixed fees, however, the initial two MLSE units are subject to variable pricing under the $50 million purchase order from MTIX. Under the terms of the MLSE purchase order, the Company shall be entitled to cost plus $100,000 for the manufacture of the first two MLSE units. The Company has determined that the costs of manufacturing the MLSE units will decline over time due to the effects of a learning curve which will result in a great amount of revenue being recognized for these initial two MLSE units.

 

For manufacturing services, which include revenues generated by Enertec and in certain instances revenues generated by DPL, the Company’s performance obligation for manufacturing services is satisfied over time as the Company creates or enhances an asset that the customer controls as the asset is created or enhanced. Generally, the Company recognizes revenue based upon proportional performance over time using a cost to cost method which measures progress based on the costs incurred to total expected costs in satisfying its performance obligation. This method provides a depiction of the progress in providing the manufacturing service because there is a direct relationship between the costs incurred by the Company and the transfer of the manufacturing service to the customer. Manufacturing services that are recognized based upon the proportional performance method are included in the above table as services transferred over time and to the extent the customer has not been invoiced for these revenues, as accrued revenue in the accompanying consolidated balance sheets. Revisions to the Company’s estimates may result in increases or decreases to revenues and income and are reflected in the consolidated financial statements in the periods in which they are first identified.

 

The Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component to the extent that the period between when the Company transfers its promised good or service to the customer and when the customer pays is one year or less.

 

 F-16 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

The aggregate amount of the transaction price allocated to the performance obligation that is partially unsatisfied as of December 31, 2018 for the MLSE units was approximately $48 million. The Company expects to recognize the remaining revenue related to the partially unsatisfied performance obligation over the next two and a half years. The Company will be paid in installments for this performance obligation over the next two and a half years.

 

Blockchain Mining

 

The Company derives its revenue by providing transaction verification services within the digital currency networks of cryptocurrencies, such as Bitcoin, Bitcoin Cash and Litecoin. The Company satisfies its performance obligation at the point in time that which the Company is awarded a unit of digital currency through its participation in the applicable network and network participants benefit from the Company’s verification service. In consideration for these services, the Company receives digital currencies which are recorded as revenue, using the closing U. S. dollar price of the related cryptocurrency on the date of receipt. Expenses associated with running the cryptocurrency mining business, such as equipment deprecation and electricity cost are recorded as a component of cost of revenues.

 

Restaurant Operations

 

The Company records revenue from restaurant sales at the time of sale, net of discounts, coupons, employee meals and complimentary meals and gift cards. Restaurant cost of sales primarily includes the cost of good, beverages, and merchandise and disposable paper and plastic goods used in preparing and selling the Company’s menu items, and exclude depreciation and amortization. Vendor allowances received in connection with the purchase of a vendor’s products are recognized as a reduction of the related food and beverage costs as earned.

 

Foreign Currency Translation

 

A substantial portion of the Company’s revenues are generated in U.S. dollars (“U.S. dollar”). In addition, a substantial portion of the Company’s costs are incurred in U.S. dollars. Company management has determined that the U.S. dollar is the functional currency of the primary economic environment in which it operates.

 

Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) No. 830, Foreign Currency Matters (“ASC No. 830”). All transaction gains and losses from the re-measurement of monetary balance sheet items are reflected in the statements of operations as financial income or expenses as appropriate.

 

The financial statements of DPL and Enertec, whose functional currencies have been determined to be their local currencies, the British Pound (“GBP”) and the Israeli Shekel (“ILS”), have been translated into U.S. dollars in accordance with ASC No. 830.  All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statement of operations amounts have been translated using the average exchange rate in effect for the reporting period. The resulting translation adjustments are reported as other comprehensive income (loss) in the consolidated statement of comprehensive income (loss) and accumulated comprehensive income (loss) in statement of changes in stockholders' equity (deficit).

 

 F-17 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company’s cash is maintained in checking accounts, money market funds and certificates of deposits with reputable financial institutions. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance limits. The Company has cash and cash equivalents of $409,945 and $292,153 at December 31, 2018 and 2017, respectively, in the United Kingdom (“U.K”) and $60,040 and nil, respectively, in Israel. The Company has not experienced any losses on deposits of cash and cash equivalents.

 

Accounts Receivable and Allowance for Doubtful Accounts

 

The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying amount of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company individually reviews all accounts receivable balances and based upon an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company estimates the allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered past-due based on its contractual terms. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. Based on an assessment as of December 31, 2018 and 2017, of the collectability of invoices, accounts receivable are presented net of an allowance for doubtful accounts of $5,000 and $5,000, respectively.

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value. Inventory write-offs are provided to cover risks arising from slow-moving items or technological obsolescence.

 

Cost of inventories is determined as follows:

 

Raw materials, parts and supplies - using the “first-in, first-out” method.

 

Work-in-progress and finished products - on the basis of direct manufacturing costs with the addition of indirect manufacturing costs.

 

The Company periodically assesses its inventories valuation in respect of obsolete and slow-moving items by reviewing revenue forecasts and technological obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the time of the review was not expected to be sold, is written off.

 

During the years ended December 31, 2018 and 2017, the Company did not record inventory write-offs within the cost of revenue.

 

Property and Equipment, Net

 

Property and equipment as well as an intangible asset are stated at cost, net of accumulated depreciation and amortization. Repairs and maintenance costs are expensed as incurred. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates:

 

   Useful lives (in years)
    
Computer, software and related equipment  3 - 5
Office furniture and equipment  5 - 10
Leasehold improvements  Over the term of the lease or the life of the asset, whichever is shorter.

 

 F-18 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

Goodwill

 

The Company evaluates its goodwill for impairment in accordance with ASC 350, Intangibles – Goodwill and Other. Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired.

 

The Company tests the recorded amount of goodwill for impairment on an annual basis on December 31 of each fiscal year or more frequently if there are indicators that the carrying amount of the goodwill exceeds its carried value. At December 31, 2018, the Company had five reporting units. The Company performed a qualitative assessment and concluded that no impairment existed as of December 31, 2018.

   

Intangible Assets

 

The Company acquired amortizable intangibles assets as part of three asset purchase agreements consisting of customer lists and non-compete agreements. The Company also has the trade names and trademarks associated with the acquisitions of Microphase and I.AM which were determined to have an indefinite life. The Company’s intangible assets, net also include definite lived intangible assets, which are being amortized on a straight-line basis over their estimated useful lives as follows:

 

    Useful lives (in years)
Customer list   5 - 14
Non-competition agreements   3
Domain name and other intangible assets   3

 

The Company reviews intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. No impairments were recorded on intangible assets as no impairment indicators were noted for the periods presented in these consolidated financial statements.

 

Long-Lived Assets

 

The long-lived assets of the Company are reviewed for impairment in accordance with ASC No. 360, Property, Plant, and Equipment, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. As of December 31, 2018 and 2017, no impairment charges were necessary.

 

 F-19 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

Warranty

 

The Company offers a warranty period for all its manufactured products. Warranty periods range from one to two years depending on the product. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company's warranty liability include the number of units sold, historical rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary. As of December 31, 2018 and 2017, the Company’s accrued warranty liability was $86,495.

  

Income Taxes

 

The Company determines its income taxes under the asset and liability method in accordance with FASB ASC No. 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date.

 

The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25. ASC No. 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC No. 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. To the extent that the final tax outcome of these matters is different than the amount recorded, such differences impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. ASC No. 740-10-25 also requires management to evaluate tax positions taken by the Company and recognize a liability if the Company has taken uncertain tax positions that more likely than not would not be sustained upon examination by applicable taxing authorities. Management of the Company has evaluated tax positions taken by the Company and has concluded that as of December 31, 2018 and 2017, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability that would require disclosure in the financial statements. The Company has not yet filed its 2016 or 2017 tax returns.

 

Common Stock Purchase Warrants and Other Derivative Financial Instruments

 

The Company classifies common stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company determined that certain freestanding derivatives, which principally consist of issuance of warrants to purchase shares of common stock in connection with convertible notes and to employees of the Company, satisfy the criteria for classification as equity instruments as these warrants do not contain cash settlement features or variable settlement provision that cause them to not be indexed to the Company’s own stock.

 

 F-20 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

Stock-Based Compensation

 

The Company accounts for stock-based compensation in accordance with ASC No. 718, Compensation – Stock Compensation (“ASC No. 718”). Under ASC No. 718, compensation expense related to stock-based payments is recorded over the requisite service period based on the grant date fair value of the awards. Compensation previously recorded for unvested stock options that are forfeited is reversed upon forfeiture. The Company uses the Black-Scholes option pricing model for determining the estimated fair value for stock-based awards. The Black-Scholes model requires the use of assumptions which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock.

 

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC No. 505-50, Equity Based Payments to Non-Employees. Accordingly, the measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

 

Convertible Instruments

 

The Company accounts for hybrid contracts that feature conversion options in accordance with ASC No. 815, Derivatives and Hedging Activities (“ASC No. 815”). ASC No. 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

  

Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument.

 

The Company accounts for convertible instruments, when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, in accordance with ASC No. 470-20, Debt with Conversion and Other Options (“ASC No. 470-20”). Under ASC No. 470-20 the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. The Company accounts for convertible instruments (when the Company has determined that the embedded conversion options should be bifurcated from their host instruments) in accordance with ASC No. 815.

  

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables.

 

Cash and cash equivalents are invested in banks in the U.S., UK and Israel. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions.

 

Trade receivables of the Company and its subsidiaries are mainly derived from sales to customers located primarily in the U.S., Europe and Israel. The Company performs ongoing credit evaluations of its customers and to date has not experienced any material losses. An allowance for doubtful accounts is determined with respect to those amounts that the Company and its subsidiaries have determined to be doubtful of collection.

 

 F-21 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

Comprehensive Income (Loss)

 

The Company reports comprehensive loss in accordance with ASC No. 220, Comprehensive Income. This statement establishes standards for the reporting and presentation of comprehensive loss and its components in a full set of general purpose financial statements. Comprehensive loss generally represents all changes in equity during the period except those resulting from investments by, or distributions to, stockholders. The Company determined that its items of other comprehensive loss relate to changes in foreign currency translation adjustments, unrealized gains on its marketable securities and unrealized gains and losses in its warrants and common stock in AVLP, a related party.

 

Fair value of Financial Instruments

  

In accordance with ASC No. 820, Fair Value Measurements and Disclosures, fair value is defined as the exit price, or the amount that would be received for the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date.

 

The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:

 

Level 1: Quoted market prices in active markets for identical assets or liabilities.

 

Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or model-derived valuations. All significant inputs used in our valuations are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include quoted prices that were adjusted for security-specific restrictions which are compared to output from internally developed models such as a discounted cash flow models.

 

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The carrying amounts of financial instruments carried at cost, including cash and cash equivalents, accounts receivables and accounts and other receivable – related party, investments, notes receivable, trade payables and trade payables – related party approximate their fair value due to the short-term maturities of such instruments.

 

As of December 31, 2018 and 2017, the fair value of the Company’s investments were $3,256,468 and $9,562,571, respectively, and were concentrated in equity securities of Avalanche International Corp., which we refer to as AVLP, a related party (See Note 10), which are classified as available-for-sale investments. At December 31, 2018, the Company's investment in AVLP included marketable equity securities of $812,858 and warrants to purchase 13,887,993 shares of AVLP common stock at an exercise price of $0.50 per share of common stock with an aggregate fair value of $3,043,499. At December 31, 2017, the Company's investment in AVLP included marketable equity securities of $826,408 and warrants to purchase 8,248,440 shares of AVLP common stock at an exercise price of $0.50 per share of common stock with an aggregate fair value of $7,728,001. For investments in marketable equity securities, the Company took into consideration general market conditions, the duration and extent to which the fair value is above cost, and the Company’s ability and intent to hold the investment for a sufficient period of time to allow for recovery of value in the foreseeable future. As a result of this analysis, the Company has determined that its investment in AVLP’s marketable equity securities are valued based upon the closing market price of common stock at December 31, 2018 and 2017, which resulted in an unrealized gain of $119,329 and $550,048, respectively.

 

 F-22 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

At December 31, 2018, the Company held shares of common stock in one company that it had purchased at the market, for a total cost of $220,880 with an aggregate fair value of $178,597. In accordance with ASC No. 320-10, this investment is accounted for based upon the closing market price of the respective common stock at December 31, 2018 and 2017, resulting in an unrealized loss of $42,283 and unrealized gain of $133,067, respectively.

 

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy:

 

   Fair Value Measurement at December 31, 2018 
   Total   Level 1   Level 2   Level 3 
Investments in common stock and warrants of
AVLP – a related party		  $3,043,499   $812,858   $—   $2,230,641 
Investments in marketable securities   178,597    178,597    —    — 
Investments in warrants of public companies   34,372    —    —    34,372 
Total Investments  $3,256,468   $991,455   $—   $2,265,013 

 

   Fair Value Measurement at December 31, 2017 
   Total   Level 1   Level 2   Level 3 
Investments in common stock and warrants of
AVLP – a related party		  $7,728,001   $826,408   $—   $6,901,593 
Investments in marketable securities   1,834,570    1,834,570    —   $— 
Total Investments  $9,562,571   $2,660,978   $—   $6,901,593 

 

We assess the inputs used to measure fair value using thee three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market.

 

Debt Discounts

 

The Company accounts for debt discount according to ASC No. 470-20, Debt with Conversion and Other Options. Debt discounts are amortized through periodic charges to interest expense over the term of the related financial instrument using the effective interest method. During the years ended December 31, 2018 and 2017, the Company recorded amortization of debt discounts of $11,191,056 and $4,688,630, respectively.

 

Net Loss per Share

 

Net loss per share is computed by dividing the net loss to common stockholders by the weighted average number of common shares outstanding. The calculation of the basic and diluted earnings per share is the same for all periods presented, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for all periods presented. Anti-dilutive securities, which are convertible into the Company’s Class A common stock, consist of the following at December 31, 2018 and 2017:

 

   2018   2017 
Stock options   373,000    192,125 
Warrants   936,381    219,443 
Convertible notes   999,641    64,197 
Preferred stock   127,551    109,306 
Total   2,436,573    585,071 

 

 F-23 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

Reclassifications

 

Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations. In addition, certain prior year amounts from the restated amounts have been reclassified for consistency with the current period presentation.

 

Recently Issued Accounting Standards

 

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 - Revenue Recognition (“ASC 605”) and most industry-specific guidance throughout ASC 605. The FASB has issued numerous updates that provide clarification on a number of specific issues as well as requiring additional disclosures. The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.

 

The Company adopted ASC 606 effective January 1, 2018 to all contracts using the modified retrospective approach. The adoption of ASU 2014-09 did not have a material impact on the Company’s consolidated financial position, results of operations, equity or cash flows.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), (“ASU 2016-02”) in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous U.S. GAAP. For public companies, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted.  In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) lease classification or (c) determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous U.S. GAAP. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented.  The Company adopted Topic 842 on January 1, 2019, using the optional transition method to apply the new guidance as of January 1, 2019, rather than as of the earliest period presented, and elected the package of practical expedients described above. The Company expects to recognize additional operating liabilities of approximately $4.2 million, with corresponding ROU assets of approximately the same amount as of January 1, 2019 based on the present value of the remaining lease payments.

 

In July 2017, the FASB issued ASU No. 2017-11, Earnings per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) (“ASU 2017-11”). ASU 2017-11 consists of two parts. The amendments in Part I of this update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common stockholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this update re-characterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part II of this update do not require any transition guidance because those amendments do not have an accounting effect. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and related disclosures but does not expect it to have a material impact.

 

 F-24 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, (“ASU 2018-07”). ASU 2018-07 simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under ASU 2018-07, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after Dec. 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and related disclosures but does not expect it to have a material impact.

 

4. Digital Currencies

 

The following table presents additional information about digital currencies:

 

   Digital
Currencies		 
Balance at January 1, 2017  $— 
Additions of digital currencies   1,634,941 
Payment on convertible notes payable   (739,967)
Payments to vendors   (449,479)
Purchase of fixed assets   (250,460)
Realized loss on sale of digital currencies   (127,602)
Cash proceeds   (64,587)
Unrealized loss on digital currencies   (1,311)
Balance at December 31, 2018  $1,535 

 

At December 31, 2018, the Company’s digital currencies consisted of Bitcoin Cash and Litecoin. Digital currencies are recorded at cost on the date they are received as revenues and are tested for impairment at each reporting date. Fair value is determined by taking the closing price from the most liquid exchanges.

 

 F-25 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

5. Marketable Securities

Marketable securities in equity securities with readily determinable market prices consisted of the following as of December 31, 2018 and December 31, 2017:

 

   Available-for-sale securities at December 31, 2018 
       Gross unrealized  Gross realized    
   Cost   gains (losses)  gains (losses)  Fair value 
Common shares   $220,880   ($42,283)  $ —  $178,597 

 

   Available-for-sale securities at December 31, 2017 
      Gross unrealized  Gross realized    
   Cost   gains (losses)  gains (losses)  Fair value 
 Common shares   $1,701,503   $133,067  $ —  $1,834,570 

 

The following table presents additional information about marketable securities:

 

Balance at January 1, 2018  $1,834,570 
Purchases of marketable securities   858,458 
Sales of marketable securities   (2,188,292)
Realized losses on marketable securities   (175,405)
Unrealized gains on marketable securities   (150,734)
Balance at December 31, 2018  $178,597 

 

Available-for-sale Securities

 

At December 31, 2018 and 2017, the Company had invested in the marketable securities of certain publicly traded companies. At December 31, 2018 and 2017, the Company recorded an unrealized loss of $42,283 and an unrealized gain of $133,067, respectively, representing the difference between the cost basis and the estimated fair value, as accumulated other comprehensive income in the stockholder's equity section of the Company’s consolidated balance sheet and as a change in unrealized gains and losses on marketable securities in the Company’s consolidated statements of comprehensive income (loss). The Company’s investment in marketable securities will be revalued on each balance sheet date.  The fair value of the Company’s holdings in marketable securities at December 31, 2018 and 2017 is a Level 1 measurement based on quoted prices in an active market.

 

6. INVENTORIES

 

At December 31, 2018 and 2017, inventories consist of:

 

   2018   2017 
Raw materials, parts and supplies  $2,026,839   $541,816 
Work-in-progress   483,706    685,410 
Finished products   750,581    765,639 
Total inventories  $3,261,126   $1,992,865 

 

7. PROPERTY AND EQUIPMENT, NET

 

At December 31, 2018 and 2017, property and equipment consist of:

 

   2018   2017 
Cryptocurrency machines and related equipment  $9,168,928   $— 
Computer, software and related equipment   2,495,470    2,431,906 
Restaurant equipment   752,103    — 
Office furniture and equipment   287,583    289,288 
Leasehold improvements   1,274,865    788,057 
    13,978,949    3,509,251 
Accumulated depreciation and amortization   (4,665,650)   (2,292,404)
Property and equipment, net  $9,313,299   $1,216,847 

 

 F-26 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

For the years ended December 31, 2018, depreciation expense amounted to $2,447,249 and $193,671, respectively.

 

8. INTANGIBLE ASSETS, NET

 

At December 31, 2018 and 2017 intangible assets consist of:

 

   2018   2017 
Trade name and trademark  $1,562,332   $1,739,307 
Customer list   2,388,139    988,041 
Non-competition agreements   150,000    150,000 
Domain name and other intangible assets   762,807    81,000 
    4,863,278    2,958,348 
Accumulated depreciation and amortization   (503,480)   (60,335)
Property and equipment, net  $4,359,798   $2,898,013 

 

During the years ended December 31, 2018 and 2017, the Company acquired the trade names and trademarks of I.AM and Microphase, both which were determined to have an indefinite life, for $520,000 and $1,739,307, respectively. The remaining definite lived intangible assets are being amortized on a straight-line basis over their estimated useful lives. Amortization expense was $459,656 and $60,335 for the years ended December 31, 2018 and 2017, respectively.

 

The customer list and non-competition agreements are subject to amortization over their estimated useful lives, which range between 3 and 14 years. The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter.

 

2019   $506,271 
2020    382,251 
2021    242,503 
2022    224,003 
2023    210,670 
Thereafter    1,044,254 
    $2,609,952 

 

9. GOODWILL

 

The Company’s goodwill relates to the acquisitions of a controlling interest in Microphase on June 2, 2017 and I. AM, Inc. (“I. AM”) on May 23, 2018, the acquisition of Enertec Systems 2001 Ltd. (“Enertec”) on May 22, 2018, and the acquisition of all of the outstanding membership interests in Power Plus on September 1, 2017.  

 

 F-27 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

10. INVESTMENTS – RELATED PARTIES

 

Investments in AVLP at December 31, 2018 and 2017, are comprised of the following:

 

   December 31, 
   2018   2017 
Investment in convertible promissory note of AVLP  $6,943,997   $4,124,220 
Investment in warrants of AVLP   2,230,641    6,901,593 
Investment in common stock of AVLP   812,858    826,408 
Accrued interest in convertible promissory note of AVLP   1,004,317    324,400 
Total investment in AVLP – Gross   10,991,813    12,176,621 
Less: original issue discount   (2,336,693)   (2,115,710)
Total investment in AVLP – Net  $8,655,120   $10,060,911 

 

The following table summarizes the changes in our investments in AVLP during the year ended December 31, 2018:

 

   Investment in   Investment in     
   warrants and   convertible   Total 
   common stock   promissory   investment 
   of AVLP   note of AVLP   in AVLP – Net 
Balance at January 1, 2017  $84,578   $952,073   $1,036,651 
Investment in convertible promissory notes of AVLP   —    620,091    620,091 
Investment in common stock of AVLP   191,782    —    191,782 
Fair value of warrants issued by AVLP   2,388,681    —    2,388,681 
Unrealized gain in warrants of AVLP   4,512,912    —    4,512,912 
Unrealized gain in common stock of AVLP   550,048    —    550,048 
Accretion of discount   —    436,346    436,346 
Accrued Interest   —    324,400    324,400 
Balance at December 31, 2018  $7,728,001   $2,332,910   $10,060,911 
Investment in convertible promissory notes of AVLP   —    1,671,936    1,671,936 
Payment of convertible promissory notes of AVLP   —    (1,107,500)   (1,107,500)
Investment in common stock of AVLP   417,169    —    417,169 
Fair value of warrants issued by AVLP   2,255,341    —    2,255,341 
Unrealized loss in warrants of AVLP   (6,926,293)   —    (6,926,293)
Unrealized loss in common stock of AVLP   (430,719)   —    (430,719)
Accretion of discount   —    2,034,358    2,034,358 
Accrued Interest   —    679,917    679,917 
Balance at December 31, 2018  $3,043,499   $5,611,621   $8,655,120 

 

The Company has made a strategic decision to invest in AVLP, a related party controlled by Philou Ventures, LLC, or Philou, a significant stockholder of the Company. The Company’s investments in AVLP consist of convertible promissory notes, warrants and shares of common stock of AVLP. On September 6, 2017, the Company and AVLP entered into a Loan and Security Agreement (“AVLP Loan Agreement”) with an effective date of August 21, 2017 pursuant to which the Company will provide AVLP a non-revolving credit facility of up to $10 million for a period ending on August 21, 2019, subject to the terms and conditions stated in the Loan Agreement, including the Company having available funds to grant such credit. At December 31, 2018, the Company has provided loans to AVLP in the principal amount $6,943,997 and, in addition to the 12% convertible promissory notes, AVLP has issued to the Company warrants to purchase 13,887,994 shares of AVLP common stock. Under the terms of the AVLP Loan Agreement, any notes issued by AVLP to the Company are secured by the assets of AVLP.

 

 F-28 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

The warrants entitle the Company to purchase up to 13,887,994 shares of AVLP common stock at an exercise price of $0.50 per share for a period of five years. The exercise price of $0.50 is subject to adjustment for customary stock splits, stock dividends, combinations or similar events. The warrant may be exercised for cash or on a cashless basis. At December 31, 2018 and 2017, the Company recorded an unrealized gain (loss) on its investment in warrants of AVLP of ($6,926,293) and $4,512,912 respectively, representing the difference between the cost basis and the estimated fair value of the warrants in the Company’s accumulated other comprehensive income in the stockholder's equity section of the Company’s consolidated balance sheet and as a change in net unrealized gains on securities available-for-sale in the Company’s consolidated statements of comprehensive loss. During the years ended December 31, 2018 and 2017, the Company recognized, in other comprehensive income (loss), net unrealized gain (loss) on securities available-for-sale of ($8,027,746) and $5,171,743, respectively. The Company’s investment in warrants and common stock of AVLP represented ($7,357,012) and $5,062,960, respectively, of the net unrealized gain (loss) on securities available-for-sale. The Company’s investment in AVLP will be revalued on each balance sheet date. The fair value of the Company’s holdings in the AVLP warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate, which ranged between 1.92% and 2.98%, was derived from the U.S. Treasury yield curve, matching the term of our investment, in effect at the measurement date. The volatility factor which ranged between 68.7% and 80.4% was determined based on historical stock prices for similar technology companies with market capitalizations under $100 million. The warrant valuation is a Level 3 measurement.

 

In accordance with ASC No. 310, Receivables (“ASC 310”), the Company accounts for its convertible promissory notes in AVLP at amortized cost, which represents the amount at which the convertible promissory notes were acquired, adjusted for accrued interest and accretion of original issue discount and discount attributed to the fair value of the 13,887,994 warrants that the Company received in conjunction with its investment. Interest is accreted using the effective interest method. The Company records interest on an accrual basis and recognizes it as earned in accordance with the contractual terms of the convertible promissory notes, to the extent that such amounts are expected to be collected. The original issue discount of $165,448 and the discount attributed to the fair value of the warrants of $4,644,022 are being amortized as interest income through the maturity date. During the years ended December 31, 2018 and 2017, the Company recorded $2,034,358 and $436,346, respectively, of interest income for the discount accretion. During the years ended December 31, 2018 and 2017, the Company recorded contractual interest receivable attributed to the AVLP Notes and AVLP Loan Agreement of $679,917 and $324,400, respectively.

 

The Company evaluated the collectability of both interest and principal for the convertible promissory notes in AVLP to determine whether there was an impairment. Based on current information and events, the Company determined that it is probable that it will be able to collect amounts due according to the existing contractual terms. Impairment assessments require significant judgments and are based on significant assumptions related to the borrower’s credit risk, financial performance, expected sales, and estimated fair value of the collateral.

 

During the years ended December 31, 2018 and 2017, the Company also acquired in the open market 430,942 shares of AVLP common stock for $417,169 and 221,333 shares of AVLP common stock for $191,782, respectively. At December 31, 2018, the closing market price of AVLP’s common stock was $0.90, a decline from $1.75 at December 31, 2017. The Company has determined that its investment in AVLP marketable equity securities are accounted for pursuant to the fair value method and based upon the closing market price of AVLP common stock at December 31, 2018, the Company’s investment in AVLP common stock had an unrealized gain of $119,329.

 

11. INVESTMENTS IN PREFERRED STOCK OF PRIVATE COMPANY AND OTHER INVESTMENTS

 

We hold a portfolio of investments in equity and debt securities in other entities that are accounted for under the cost method.

 

Investment in Preferred Stock of Private Company

 

On December 15, 2017, the Company and Sandstone Diagnostics, Inc. (“Sandstone”) entered into a Series A1 Preferred Stock Purchase Agreement (“Loan Agreement”) pursuant to which the Company purchased 976,286 shares of Sandstone’s Series A1 Preferred Shares for $1,000,000. Sandstone is a medical device company focused on a data-driven approach to men’s reproductive health. Founded in 2012 in part by government scientists from Sandia National Laboratories, Sandstone’s mission is to provide innovative, data-driven tools to help men assess, manage, and improve their reproductive health. The funding from the Series A1 Preferred Stock financing will support sales growth and continued product development leveraging the company’s unique technology platform, Sandstone’s Trak™ Male Fertility Testing System.

 

 F-29 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

The Company followz the guidance of ASC No. 321, Equity Securities (“ASC 321”), which provides a measurement alternative to the requirement to carry equity interests at fair value in accordance with ASC 820, Fair value measurement, for certain equity interests without readily determinable fair values. Equity interests measured in accordance with the measurement alternative in ASC 321 are not required to be included within the fair value hierarchy. The Company’s equity investment in Sandstone is recorded at cost. However, any change to the carrying amount will be subsequently adjusted up or down for observable price changes (i.e., prices in orderly transactions for the identical investment or similar investment of the same issuer) and any adjustments to the carrying amount shall be recorded in net income.

 

Other Investments

 

On November 1, 2017, the Company and I. AM, Inc. (“I. AM”) entered into a Loan and Security Agreement pursuant to which the Company provided I. AM with a non-revolving credit facility of up to $1,600,000. On May 23, 2018, DP Lending entered into and closed a securities purchase agreement with I. AM. At the date of the acquisition, I. AM owed DP Lending $1,715,330 in outstanding principal, pursuant to the loan and security agreement. The purchase agreement provides that as I. AM repays the outstanding loan to DP Lending in accordance with the loan agreement, DP Lending will on a pro rata basis transfer shares of common stock of I. AM to David J. Krause, up to an aggregate of 471 shares (see Note 14).

 

The Company, primarily through DP Lending, has made additional investments in debt and equity securities of various entities. At December 31, 2018 and 2017, the outstanding balance of these investments was $2,572,230 and $1,637,672, respectively.

 

12. INVESTMENTS IN REAL ESTATE

 

On June 8, 2018, the Company entered into a limited partnership agreement, in which it agreed to become a limited partner in the partnership (the “NY Partnership”). The NY Partnership is a limited partner in the partnership that is responsible for the construction and related activities of a hotel in New York City. In connection with this transaction, the Company has agreed to finance a portion of the capital required by the NY Partnership. The Company used $1,000,000 from the proceeds of the August 16, 2018 Notes as an additional capital contribution in the partnership. As of December 31, 2018, the Company had invested an aggregate of $1,869,000 in the NY Partnership and $100,000 in another real estate investment. Subject to the occurrence of certain events and other conditions over which the Company has no control, it was required to make monthly capital contributions of $500,000 every thirty days until the Company’s commitment of $10 million is funded in full. The Company has received a waiver for its obligation to make monthly capital contributions through September 30, 2019.

 

13. OTHER INVESTMENTS, RELATED PARTIES

 

The Company’s other related party investments primarily consist of two investments.

 

MTIX, Ltd.

 

On December 5, 2017, the Company entered into an exchange agreement with WT Johnson pursuant to which the Company issued to WT Johnson two convertible promissory notes in the principal amount of $600,000 (“Note A”) and $1,667,766 (“Note B”), in exchange for cancellation of amounts due to WT Johnson by MTIX Ltd., a related party of the Company.

 

 F-30 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

During December 2017, the Company issued 30,000 shares of its common stock to WT Johnson & Sons upon the conversion of Note A and WT Johnson subsequently sold the 30,000 shares. The proceeds from the sale of shares of common stock received upon the conversion of Note A were sufficient to satisfy the entire $2,267,766 obligation as well as an additional $400,500 of value added tax due to WT Johnson. Concurrent with entering into the exchange agreement, the Company received a promissory note in the amount of $2,668,266 from MTIX and cancelled Note B. At December 31, 2018 and 2017, the Company has valued the note receivable at $600,000, the carrying amount of Note A. The Company will recognize the remainder of the amount due from MTIX upon payment of the promissory note by MTIX.

 

Israeli Property

 

During the year ended December 31, 2017, our President, Amos Kohn, purchased certain real property that serves as a facility for the Company’s business operations in Israel. The Company made $300,000 of payments to the seller of the property and received a 28% undivided interest in the real property (“Property”). The Company’s subsidiary, Coolisys, entered into a Trust Agreement and Tenancy In Common Agreement with Roni Kohn, who owns a 72% interest in the Property, the daughter of Mr. Kohn and an Israeli citizen. The Property was purchased to serve as a residence/office facility for the Company in order to oversee its Israeli operations and to expand its business in the hi-tech industry located in Israel. Pursuant to the Trust Agreement, Ms. Kohn will hold and manage Coolisys’ undivided 28% interest in the Property. The trust will be in effect until it is terminated by mutual agreement of the parties. During the term of the trust, Ms. Kohn will not sell, lease, sublease, transfer, grant, encumber, change or effect any other disposition with respect to the Property or Coolisys’ interest without the Company’s approval.

 

Under the Tenancy In Common Agreement, Coolisys and its executive officers shall have the exclusive rights to use the Property for the Company and its affiliates’ business operations. The Property shall be managed by Ms. Kohn. Further, pursuant to the Tenancy In Common Agreement, for each completed calendar month of employment of Mr. Kohn by the Company, Ms. Kohn shall have the right to purchase a portion of the Company’s interest in the Property. Such right shall fully vest at the end of five years of continuous employment and the Trustee shall have the right to purchase the Company’s 28% interest in the Property for a nominal value. The Company will amortize its $300,000 investment over ten years, subject to a cliff vesting after five years. During the years ended December 31, 2018 and 2017, the Company recognized $30,000 and $7,500, respectively, in amortization expense. In the event that Mr. Kohn is not employed by the Company, the Company shall have the right to demand that Ms. Kohn purchase the Company’s remaining interest in the Property that was not subject to vesting for the fair market value of such unvested Property interest.

 

Other investments and interest receivable

 

During the year ended December 31, 2017, DP Lending made loans to Alzamend Neuro, Inc. (“Alzamend”), in the amount of $44,000, these loans were repaid during 2018. AVLP is a party to a management services agreement pursuant to which AVLP provides management, consulting and financial services to Alzamend. As additional consideration, the Company received a warrant to purchase 22,000 shares of Alzamend’s common stock at an exercise price of $0.30 per share of common stock. The warrants were determined to have a de minimis value.

 

14. BUSINESS COMBINATIONS

 

Business combinations are accounted for under the acquisition method of accounting in accordance with ASC No. 805, Business Combinations. Under the acquisition method, assets acquired and liabilities assumed are recorded at their estimated fair values. Goodwill is recorded to the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired less liabilities assumed at the date of acquisition. Two acquisitons were completed during 2018: Enertec Systems 2001 Ltd. (“Enertec”) and I. AM, Inc. (“I. AM”). The final accounting for the acquisition of Enertec was completed during 2018 whereas the initial accounting for the acquisition of I. AM is not yet complete and the Company is still performing procedures to determine the appropriate accounting.

 

 F-31 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

Acquisitions during 2018

 

Enertec Systems 2001 Ltd.

 

On December 31, 2017, CooliSys entered into a share purchase agreement with Micronet Enertec Technologies, Inc. (“MICT”), a Delaware corporation, Enertec Management Ltd., an Israeli corporation and wholly owned subsidiary of MICT (“EML” and, together with MICT, the “Seller Parties”), and Enertec Systems 2001 Ltd. (“Enertec”), an Israeli corporation, pursuant to which Coolisys acquired Enertec (the “Acquisition”). Enertec is a manufacturer of specialized electronic systems for the military market. On May 23, 2018, Coolisys acquired Enertec for an aggregate cash purchase price of $4,850,099.

 

I. AM, Inc.

 

On May 23, 2018, DP Lending entered into and closed a securities purchase agreement with I. AM, David J. Krause and Deborah J. Krause. Pursuant to the securities purchase agreement, I. AM sold to DPL, 981 shares of common stock for a purchase price of $981, representing, upon the closing, 98.1% of I. AM’s outstanding common stock.

 

I. AM owns and operates the Prep Kitchen brand restaurants located in the San Diego area. I.AM owed DP Lending $1,715,330 in outstanding principal, pursuant to a loan and security agreement, between I. AM and DP Lending, which I. AM used to acquire the restaurants. The purchase agreement provides that, as I. AM repays the outstanding loan to DP Lending in accordance with the loan agreement, DP Lending will on a pro rata basis transfer shares of common stock of I. AM to David J. Krause, up to an aggregate of 471 shares.

 

Components of the purchase price for acquisitions completed during the year ended December 31, 2018:

 

   Enertec   I. AM 
Accounts receivable  $3,184,227   $29,319 
Inventories   1,343,053    40,581 
Property and equipment   648,649    700,291 
Trade name and trademark   2,094,741    520,000 
Domain name and other intangible assets   —    90,000 
Other assets   29,056    1,492 
Accounts payable and accrued expenses   (2,702,306)   (103,961)
Deferred tax liability   (160,311)   — 
Notes payable   (4,235,725)   — 
Accrued severance pay   (131,811)   — 
Net assets assumed   69,573    1,277,722 
Goodwill   4,780,526    265,252 
Non-controlling interest   —    (33,242)
Purchase price  $4,850,099   $1,509,732 

 

Acquisitions during 2017

 

Microphase Corporation

 

On April 28, 2017, the Company entered into a share exchange agreement with Microphase; Microphase Holding Company LLC, a limited liability company organized under the laws of Connecticut (“MHC”), Ergul Family Limited Partnership, a partnership organized under the laws of Connecticut (“EFLP”) RCKJ Trust, a trust organized under the laws of New Jersey (“RCKJ” and with MHC and EFLP, the “Significant Stockholders”) and those additional persons who have executed the share exchange agreement (collectively, the “Minority Stockholders” and with the Significant Stockholders, the “Stockholders”).  Upon the terms and subject to the conditions set forth in the share exchange agreement, the Company acquired 1,603,434 shares (the “Subject Shares”) of the issued and outstanding common stock of Microphase (the “MPC Common Stock”), from the Stockholders in exchange for the issuance by the Company of 92,122 shares of DPW common stock (“Common Stock”) and 378,776 shares of DPW Series D Preferred Stock (collectively, the “Exchange Shares”), which shares of DPW Series D Preferred Stock are convertible into an aggregate of 757,552 shares of Common Stock and warrants to purchase an aggregate of 50,000 shares of Common Stock. At the time of the closing of the acquisition the Exchange Shares constituted 56.4% of the outstanding equity interests of Microphase Corporation. The operating results of Microphase from the closing date of the acquisition, June 2, 2017, are included in the consolidated financial statements.

 

 F-32 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

At closing, the purchase price of the Company’s 56.4% interest in Microphase was determined to be $1,451,040 comprised of the Exchange Shares, valued at $1,222,000 based on the closing price of the Company’s common stock on June 2, 2017 of $9.40 per share, and the warrants, valued at $229,040. The Company computed the fair value of these warrants using the Black-Scholes option pricing model. The risk-free rate of 1.4% was derived from the U.S. Treasury yield curve, matching the warrant’s term, in effect at the measurement date. The volatility factor of 105.9% was determined based on the Company’s historical stock prices.

 

Power-Plus Technical Distributors

 

On August 3, 2017, Coolisys entered into a Securities Purchase Agreement to acquire all the outstanding membership Interests of Power-Plus. Power-Plus is an industrial distributor of value-added power supply solutions, UPS systems, fans, filters, line cords, and other power-related components. On September 1, 2017, Coolisys completed the acquisition.

 

Under the terms of the agreement, Coolisys Technologies acquired all the membership Interests of Power-Plus for a price of $850,000, which was reduced by certain debts of Power-Plus in the amount of $185,927. The purchase price of $664,073 was paid by (i) a two-year promissory note in the amount of $255,000 payable in 24 monthly installments; and (ii) cash at closing of $409,073 resulting in a net purchase price of $664,073.

 

Components of the purchase price for acquisitions completed during the year ended December 31, 2017:

 

   Microphase   Power-Plus 
Cash and cash equivalents  $10,982   $31,411 
Accounts receivable   438,456    235,358 
Inventories   667,020    240,843 
Prepaid expenses and other current assets   139,665    2,068 
Restricted cash   100,000    — 
Intangible assets   2,627,348    250,000 
Property and equipment   406,432    22,925 
Other investments   303,333    — 
Deposits and loans   43,479    — 
Accounts payable and accrued expenses   (1,577,281)   (388,746)
Deferred tax liability   (225,488)   — 
Revolving credit facility   (879,666)   (210,739)
Notes payable   (2,203,835)   — 
Notes payable, related parties   (406,194)   — 
Convertible notes payable   —    — 
Other current liabilities   (219,685)   — 
Net (liabilities) assets assumed   (775,434)   183,119 
Goodwill   3,171,029    480,953 
Non-controlling interest   (944,555)   — 
Purchase price  $1,451,040   $664,073 

 

 F-33 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

The following pro forma data for the years ended December 31, 2018 and 2017 summarizes the results of operations for the period indicated as if the Microphase, Power-Plus and Enertec acquisitions, which closed on June 2, 2017, September 1, 2017, and May 23, 2018, respectively, had been completed as of the beginning of each period presented. At the time of the acquisition, I. AM was not material to the Company’s operations and has not been included in the pro forma data. The pro forma data gives effect to actual operating results prior to the acquisition. These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred as of the beginning of each period presented or that may be obtained in future periods:

 

   For the Years Ended 
   December 31, 
   2018   2017 
Total Revenue  $28,691,641   $20,807,590 
Net loss  $(35,627,242)  $(16,877,041)
Less: Net loss attributable          
to non-controlling interest   748,320    772,596 
Net loss attributable to          
common stockholders  $(34,878,922)  $(16,104,445)
Preferred deemed dividends   (108,049)   (584,182)
Preferred dividends   —    (54,059)
Loss available to common shareholders  $(34,986,971)  $(16,742,686)
           
Basic and diluted net loss per common share  $(12.06)  $(26.85)
           
Basic and diluted weighted average          
common shares outstanding   2,899,888    623,583 
           
Comprehensive Loss          
Loss available to common shareholders  $(34,986,971)  $(16,742,686)
Other comprehensive income (loss)          
Change in net foreign currency          
translation adjustments   (377,823)   152,078 
Net unrealized gain (loss) on          
securities available-for-sale   (8,027,746)   5,171,743 
Other comprehensive income (loss)   (8,405,569)   5,323,821 
Total Comprehensive loss  $(43,392,540)  $(11,418,865)

 

15. STOCK-BASED COMPENSATION

 

Under the Company's 2018 Stock Incentive Plan (the “2018 Plan”), 2017 Stock Incentive Plan (the “2017 Plan”), 2016 Stock Incentive Plan (the “2016 Plan”) and the 2012 Stock Option Plan, as amended (the “2012 Plan”) (collectively, the “Plans”), options may be granted to employees, officers, consultants, service providers and directors of the Company. The Plans, as amended, provide for the issuance of a maximum of 868,632 shares of the Company’s common stock. The Company also has 1,500 outstanding options that were granted between 2009 and 2011 pursuant to the terms of the Company's 2002 Stock Option Plan (the “2002 Plan”). Options granted pursuant to the 2002 Plan expire between December 2020 and February 2021.

 

Options granted under the Plans have an exercise price equal to or greater than the fair value of the underlying common stock at the date of grant and become exercisable based on a vesting schedule determined at the date of grant. Typically, options granted generally become fully vested after four years. Any options that are forfeited or cancelled before expiration become available for future grants. The options expire between 5 and 10 years from the date of grant. Restricted stock awards granted under the Plans are subject to a vesting period determined at the date of grant. As of December 31, 2018, an aggregate of 507,789 of the Company's options are still available for future grant.

 

 F-34 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

During the year ended December 31, 2018, the Company granted 50,000 options to its employees from the Plans and also granted 144,875 options outside of the Plans. During the year ended December 31, 2017, the Company granted 40,500 options from the Plans. These options become fully vested after four years. The Company estimated the grant date fair value of options granted utilizing the Black-Scholes option pricing model during the year ended December 31, 2018 and 2017 was $513,510 and $482,055, respectively, which is being recognized as stock-based compensation expense over the requisite four-year service period. During the year ended December 31, 2018 and 2017, the Company also issued 79,153 and 97,440, respectively, shares of common stock to its consultants and service providers pursuant to the Plans. The Company estimated the grant date fair value of these shares of common stock was $2,640,102 and $1,532,702, respectively, which was determined from the closing price of the Company’s common stock on the date of issuance.

 

The Company has valued the options at their date of grant utilizing the Black-Scholes option pricing model. This model is dependent upon several variables such as the options’ term, exercise price, current stock price, risk-free interest rate estimated over the expected term and estimated volatility of our stock over the expected term of the options. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options as calculated using the simplified method. The estimated volatility was determined based on the historical volatility of our common stock.

 

During the year ended December 31, 2018 and 2017, the Company estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted average assumptions:

     
    2018   2017
Weighted average risk-free interest rate   2.41% — 2.80%   1.73% — 2.14%
Weighted average life (in years)   4.70   5.0
Volatility   124.7% — 131.7%   98.4% — 115.8%
Expected dividend yield   0%   0%
Weighted average grant-date fair value per share of
options granted		   $                      15.61    $                      12.00

 

The options outstanding as of December 31, 2018, have been classified by exercise price, as follows:

 

Outstanding   Exercisable
x       Weighted            
    Average Weighted   Weighted
    Remaining Average   Average
Exercise Number Contractual Exercise Number Exercise
Price Outstanding Life (Years) Price Exercisable Price
$11.40 - $16.00   161,500   7.54   $13.37   92,876   $13.32
$20.00 - $27.60   8,500   8.52   $27.46   3,031   $27.20
$30.20 - $33.80   3,125   3.71   $32.73   3,125   $32.73
$11.40 - $33.80   173,125   7.52   $14.41   99,032   $14.35
                     
Issuances outside of Plans
$16.00 - $46.40   199,875   7.39   $26.09   36,842   $29.36
                     
Total Options
$11.40 - 46.40   373,000   7.45   $20.67   135,874   $18.42

 

 F-35 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

The total stock-based compensation expense related to stock options and stock awards issued pursuant to the Plans to the Company’s employees, consultants and directors, included in reported net loss for the years ended December 31, 2018 and 2017, is comprised as follows:

 

   2018   2017 
Cost of revenues  $4,874   $8,466 
Engineering and product development   13,650    21,449 
Selling and marketing   11,922    46,431 
General and administrative   2,921,532    1,501,544 
Stock-based compensation from Plans  $2,951,978   $1,577,890 
Stock-based compensation from issuances outside of Plans   1,767,287    253,395 
Total stock-based compensation  $4,719,265   $1,831,285 

 

The combination of stock-based compensation of $2,951,978 from the issuances of equity-based awards pursuant to the Plans and stock-based compensation attributed to stock awards of $965,220 and warrants and options of $802,066, which were issued outside of the Plans, resulted in aggregate stock-based compensation of $4,719,265 during the year ended December 31, 2018. During the years ended December 31, 2018 and 2017, the Company issued 144,875 and 55,000 options, respectively, to purchase shares of common stock at an average exercise price of $26.09 per share to its directors and officers. During the year ended December 31, 2017, stock-based compensation was comprised of $1,577,890 from the issuances of equity-based awards pursuant to the Plans and stock-based compensation attributed to stock awards of $130,000 and warrants and options of $123,395, which were issued outside of the Plans.

 

A summary of option activity under the Company's stock option plans as of December 31, 2018 and 2017, and changes during the years ended are as follows:

 

      Outstanding Options 
              Weighted     
           Weighted   Average     
   Shares       Average   Remaining   Aggregate 
   Available   Number   Exercise   Contractual   Intrinsic 
   for Grant   of Shares   Price   Life (years)   Value 
January 1, 2017   161,382    118,300   $16.59   9.08   $0 
Adoption of 2017 SIP   100,000    —             
Restricted stock awards   (97,440)   —             
Granted   (40,500)   40,500   $16.84         
Forfeited   3,500    (3,500)  $12.57         
Exercised   —    (18,175)  $31.26         
December 31, 2017   126,942    137,125   $15.43   8.80   $6,688 
Adoption of 2018 SIP   500,000    —             
Restricted stock awards   (79,153)   —             
Granted   (50,000)   50,000   $14.00         
Forfeited 1   10,000    (11,000)  $20.27         
Exercised   —    (3,000)  $32.60         
December 31, 2018   507,789    173,125   $14.41   7.52   $0 

 

1 Includes 1,000 options that were issued pursuant to the Company’s 2002 Plan and are not available for future issuance.

 

The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company's closing stock price on December 31, 2018 of $2.00 and the exercise price, multiplied by the number of in-the-money-options).

 

 F-36 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

As of December 31, 2018, there was $752,529 of unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under the Plans. That cost is expected to be recognized over a weighted average period of 3.2 years.

 

16. WARRANTS 

 

During the years ended December 31, 2018 and 2017, the Company issued a total of 1,166,681 warrants at an average exercise price of $19.80 per share.

 

Warrant issuances during 2017

 

During the year ended December 31, 2017, the Company issued a total of 431,543 warrants at an average exercise price of $16.60 per share.

 

(i)In February 2017, the Company issued five-year warrants to purchase 16,667 shares of common stock at a per share exercise price of $14.00 in connection with $400,000 of 6% demand promissory notes entered into by the Company (See Note 20o).

 

(ii)Between March 24, 2017 and June 2, 2017, the Company issued warrants to purchase 71,429 shares of common stock, at an exercise price of $14.00 per share of common stock, in connection with preferred stock purchase agreements to purchase 100,000 shares of Series B Preferred Stock by Philou (See Note 24).

 

(iii)On April 5, 2017, the Company issued warrants to purchase 9,000 shares of common stock, at an exercise price of $18.00 per share of common stock, in connection with the cancellation of $270,000 in demand promissory notes (See Note 20p).

 

(iv)On April 17, 2017, the Company issued warrants to purchase 8,333 shares of common stock, at an exercise price of $18.00 per share of common stock, in connection with the issuance of two 7% convertible notes in the aggregate principal amount of $250,000. On July 25, 2017, the Company agreed to reduce the exercise price of warrants to purchase 4,167 shares of common stock from $18.00 per share to $11.00 per share and on July 28, 2017, the Company issued a new warrant to purchase 4,167 shares of common stock at $11.00 per share and cancelled the prior warrant to purchase 4,167 shares of common stock at $18.00 per share (See Note 22h).

 

(v)On April 26, 2017, the Company issued warrants to purchase 8,000 shares of common stock, at an exercise price of $16.00 per share of common stock, in connection with the issuance of a 7% convertible note in the aggregate principal amount of $104,000 (See Note 22i).

 

(vi)Between May 5, 2017 and June 30, 2017, the Company issued warrants to purchase 11,219 shares of common stock in connection with the issuance of short-term loans of $140,000 that the Company entered into with four accredited investors (See Note 20n) of which $75,000 was from the Company’s corporate counsel, a related party. The exercise price was $15.00 per share of common stock for 6,795 warrants and $16.00 per share of common stock for the remaining 4,423 warrants.

 

(vii)Between May 24, 2017 and June 19, 2017, the Company issued warrants to purchase 91,000 shares of common stock issued in connection with the sale of twenty-one units (the “Units”) at a purchase price of $52,000 per Unit raising in the aggregate $1,092,000. Each Unit consisted of 21,667 shares of Series C Preferred Stock and Warrants to purchase 4,333 shares of common stock, at an exercise price of $20.00 per share of common stock (See Note 24).

 

 F-37 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

(viii)The Company engaged Divine Capital Markets, LLC (“Divine”) to act as Placement Agent (the “Placement Agent”) for the private placement of the Series C Preferred Stock and Warrants. For its services, the Placement Agent received, in addition to a 10.0% commission on the sale of each Unit and a 3.0% non-refundable expense allowance, warrants to purchase 10% of the Units sold at 120% of the Unit purchase price. The warrants to purchase 2.1 Units equates to a warrant to purchase 9,100 shares of the Company’s common stock at $14.40 per share and a second warrant to purchase 9,100 shares of the Company’s common stock at $20.00 per share (See Note 24).

 

(ix)On June 2, 2017, the Company issued warrants to purchase 50,000 shares of common stock, at an exercise price of $22.00 per share of common stock, pursuant to the terms of a share exchange agreement (See Note 14).

 

(x)On July 25, 2017, the Company issued warrants to purchase an aggregate of 8,182 shares of common stock at an exercise price equal to $11.00 per share of common stock in connection with a private placement agreement under which we issued and sold 13,636 shares of common stock to the investor at $11.00 per share for an aggregate purchase price of $150,000. (See Note 24).

 

(xi)On July 28, 2017, the Company entered into an exchange agreement related to a 7% Convertible Note in the principal amount of $125,000 in which the Company exchanged the 7% Convertible Note for three new promissory notes in the principal amounts of $110,000 due August 1, 2017; $35,000 due August 1, 2017; and $34,000 due August 8, 2017 (individually an Exchange Note and collectively the Exchange Notes). Concurrent with entering into the exchange agreement, the investor entered into a subscription agreement under which the Company issued and sold in a registered direct offering 10,000 shares of common stock at $11.00 per share for an aggregate purchase price of $110,000. The 10,000 shares of common stock were purchased through the cancellation of the Exchange Note in the principal amount of $110,000. Further, the Company issued a warrant to purchase 6,000 shares of common stock at $11.00 per share (See Note 22h).

 

(xii)On August 3, 2017, the Company issued warrants to purchase an aggregate of 33,333 shares of common stock at an exercise price equal to $14.00 per share of common stock in connection with the issuance of a 12% Convertible Promissory Note in the aggregate principal amount of $400,000 (See Note 22c). 

 

(xiii)On August 10, 2017, the Company issued warrants to purchase an aggregate of 73,750 shares of the common stock at an exercise price equal to $13.20 per share of common stock in connection with the issuance of 10% Convertible Promissory Notes in the aggregate principal amount of $880,000 (See Note 22g).

 

(xiv)On November 2, 2017, the Company paid to Aegis Capital Corp. (“Aegis”), its financial advisor, a cash fee of $80,800 and issued to Aegis a warrant to purchase 7,407 shares of common stock with an exercise price of $13.20 per share of common stock in connection with the issuance of 10% Convertible Promissory Notes in the aggregate principal amount of $1,111,000 (See Note 22f).

 

(xv)On December 5, 2017, the Company entered into an exchange agreement (the “Exchange Agreement”) with several accredited investors, pursuant to which the Company issued an aggregate of 76,193 shares of common stock and warrants to purchase 19,023 shares of common stock with an exercise price of $22.00 per share of common stock, in exchange for cancellation of $690,000 of outstanding debt owed to the investors by Microphase Corporation (See Note 20l).

 

 F-38 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

Warrant issuances during 2018

 

During the year ended December 31, 2018, the Company issued a total of 735,291 warrants at an average exercise price of $21.80 per share.

 

(i)On January 23, 2018, the Company issued warrants to purchase an aggregate of 31,250 shares of common stock at an exercise price equal to $44.00 per share of common stock in connection with the issuance of a 10% senior convertible promissory note in the aggregate principal amount of $1,250,000 (See Note 22e).

 

(ii)On January 25, 2018, the Company entered into three agreements for the Purchase and Sale of Future Receipt, pursuant to which the Company sold up to (i) $562,125 of the Company’s future receipts for a purchase price of $375,000, (ii) $337,275 in future receipts for a purchase price of $225,000 and (iii) $118,000 in future receipts for a purchase price of $100,000. Under the terms of these agreements, the Company issued warrants to purchase an aggregate of 5,625 shares of common stock at an exercise price of $45.00 per share of common stock and warrants to purchase 8,125 shares of common stock at an exercise price of $50.00 per share of common stock (See Note 18).

 

(iii)On March 22, 2018, the Company issued warrants to purchase an aggregate of 62,500 shares of common stock at an exercise price equal to $23.00 per share of common stock in connection with the issuance of a promissory note in the principal amount of $1,750,000 with a term of two months, subject to the Company’s ability to prepay within one month (See Note 20s).

 

(iv)On March 23, 2018, the Company entered into a securities purchase agreement to sell and issue a 12% promissory note in the principal amount of $1,000,000 and a warrant to purchase 15,000 shares of common stock to an accredited investor. Since the promissory note was not paid in full on or before May 23, 2018, the Company issued an additional warrant to purchase 7,500 shares of common stock, at an exercise price of $23.00 per share of common stock (See Note 20a).

 

(v)On April 16, 2018, the Company issued warrants to purchase an aggregate of 49,679 shares of common stock at an exercise price equal to $26.00 per share of common stock in connection with the issuance of 12% secured convertible promissory notes in the aggregate principal amount of $1,722,222 (See Note 22d).

 

(vi)On April 24, 2018, the Company issued warrants to purchase 25,510 shares of common stock, at an exercise price of $14.00 per share of common stock, in connection with the Preferred Stock Purchase Agreement to purchase 25,000 shares of Series B Preferred Stock by Philou (See Note 24).

 

(vii)On October 5, 2017, Ault & Company purchased 3,750 shares of the Company’s common stock at $12.00 per share and a warrant to purchase up to 3,750 shares of the Company’s common stock at $12.00 per share for an aggregate purchase price of $45,000. The shares and warrants were issued by the Company on May 8, 2018, the date all necessary approvals to issue the shares were received.  Ault & Company is controlled by Mr. Milton Ault, the Company’s Chairman and Chief Executive Officer (See Note 24).

 

(viii)On May 15, 2018, the Company entered into securities purchase agreements with certain investors in which it sold an aggregate of 384,589 shares of its common stock for aggregate consideration of $6,000,000. In connection with this financing, the Company issued (i) five-year warrants to purchase 96,147 shares of the Company’s Class A common stock and (ii) five-year warrants to purchase 288,442 shares of the Company’s Class A common stock. The warrants were issued at an exercise price of $18.80 per share of common stock (See Note 24).

 

 F-39 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

(ix)On May 15, 2018, the Company entered into a securities purchase agreement with an institutional investor to sell and issue a senior secured convertible promissory note with a principal face amount of $6,000,000 and (i) a five-year warrant to purchase 55,556 shares of the Company’s Class A common stock at an exercise price of $27.00 per share of Class A common stock (the “Series A Warrant”) and (ii) a five-year warrant to purchase 86,207 shares of the Company’s Class B common stock at an exercise price of $17.40 per share of Class A common stock (See Note 22a). In connection with the financing, the Company issued the placement agent a warrant to purchase 7,500 shares of common stock with an exercise price of $20.00.

 

The following table summarizes information about common stock warrants outstanding at December 31, 2018:

 

Outstanding       Exercisable
        Weighted            
    Average Weighted   Weighted
    Remaining Average   Average
Exercise Number Contractual Exercise Number Exercise
Price Outstanding Life (Years) Price Exercisable Price
$0.20   15,873   7.84   $0.20   15,873   $0.20
$11.00   14,182   3.86   $11.00   14,182   $11.00
$12.00   3,750   4.33   $12.00   3,750   $12.00
$13.20   7,407   3.84   $13.20   7,407   $13.20
$14.00   106,286   3.87   $14.00   106,286   $14.00
$15.00   6,795   3.37   $15.00   6,795   $15.00
$16.00   24,083   1.69   $16.00   24,083   $16.00
$17.40   86,207   4.37   $17.40   86,207   $17.40
$18.80   384,589   4.38   $18.80   384,589   $18.80
$20.00   14,000   3.94   $20.00   14,000   $20.00
$22.00   37,974   2.68   $22.00   37,974   $22.00
$23.00   85,000   4.24   $23.00   85,000   $23.00
$26.00   49,679   4.29   $26.00   49,679   $26.00
$27.00   55,556   4.37   $27.00   55,556   $27.00
$44.00   31,250   4.06   $44.00   31,250   $44.00
$45.00   5,625   4.07   $45.00   5,625   $45.00
$50.00   8,125   4.07   $50.00   8,125   $50.00
$0.20 - $50.00   936,381   4.18   $20.19   936,381   $20.19

 

The Company has valued the warrants at their date of grant utilizing the Black-Scholes option pricing model. This model is dependent upon several variables such as the warrants’ term, exercise price, current stock price, risk-free interest rate and estimated volatility of our stock over the contractual term of the warrants. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the contractual life of the warrants.

 

The Company utilized the Black-Scholes option pricing model and the assumptions used during the years ended December 31, 2018 and 2017:

 

  2018   2017 
Weighted average risk-free interest rate   2.41% — 2.94%    1.42% — 2.01% 
Weighted average life (in years)   4.8    4.8 
Volatility   124.8% — 138.4%    98.5% — 128.7% 
Expected dividend yield   0%   0%
Weighted average grant-date fair value per
share of warrants granted		  $15.80   $8.20 

 

 F-40 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

17. OTHER CURRENT LIABILITIES

 

Other current liabilities at December 31, 2018 and 2017 consist of:

 

   2018   2017 
Accrued payroll and payroll taxes  $1,497,470   $359,512 
Warranty liability   86,495    86,495 
Other accrued expenses   284,437    262,384 
   $1,868,402   $708,391 

  

18. ADVANCES ON FUTURE RECEIPTS

 

During 2017, the Company received funding as a result of entering into multiple Agreements for the Purchase and Sale of Future Receipts (collectively, the “Agreements on Future Receipts”) pursuant to which the Company sold in the aggregate $4,068,352 in future receipts of the Company for $2,889,175. Future receipts include cash, check, ACH, credit card, debit card, bank card, charge card or other form of monetary payment. During 2017, the Company had repaid $1,525,547 and during the year ended December 31, 2018, the Company entered into a total of nine additional Agreements on Future Receipts pursuant to which the Company sold up to $5,632,400 in future receipts for a purchase price in the amount of $4,100,000. The Agreements on Future Receipts have been personally guaranteed by the Company’s Chief Executive Officer and in one instance has also been guaranteed by Philou.

 

During 2018, the Company recorded a discount in the amount of $1,651,193 in connection with these nine additional agreements, based upon the difference between the amount of future receipts sold and the actual proceeds received by the Company. Under the terms of these agreements, the Company also issued warrants to purchase an aggregate of 5,625 shares of common stock at an exercise price of $45.00 per share of common stock and warrants to purchase 8,125 shares of common stock at an exercise price of $50.00 per share of common stock. The Company recorded an additional discount of $258,370 based on the estimated fair value of these warrants. The Company computed the fair value of these warrants using the Black-Scholes option pricing model. These discounts are reflected as a reduction on the outstanding liability and are being amortized as non-cash interest expense over the term of the agreement. During the years ended December 31, 2018 and 2017, non-cash interest expense of $2,489,403 and $599,337, respectively, was recorded from the amortization of debt discounts.

 

19. REVOLVING CREDIT FACILITY

 

Microphase entered into a revolving loan agreement with Gerber Finance, Inc. (“Gerber”) in February of 2012, as amended in September 2015 and July 2017 (the “Revolving Credit Facility”). Under the Revolving Credit Facility, Microphase received funds based on a borrowing base, which consisted of a percentage of eligible accounts receivable, up to a maximum revolving amount of $1,400,000 (the “Maximum Revolving Amount”). Interest accrued at the prime rate plus three and three-quarters percent (3.75%) on the unpaid principal. Effective June 15, 2017, the prime rate was increased from 4.00% to 4.25% resulting in a base rate of 8.00%. In December 2017, the Company paid off the Revolving Credit Facility in cash. 

 

 F-41 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

On November 6, 2017, Microphase entered into a factoring agreement with CSNK Working Capital Finance Corp. (the “Factoring Agreement”). Under the Factoring Agreement, Microphase received funds based on a borrowing base, which consisted solely of eligible accounts receivable.

 

20. NOTES PAYABLE

 

Notes Payable at December 31, 2018 and 2017, are comprised of the following.

 

  2018   2017 
12% short-term promissory note (a)  $1,000,000   $— 
Other short-term notes payable (b)   1,033,553    — 
Notes payable to Wells Fargo (c)   291,988    300,130 
Note payable to Dept. of Economic and Community Development (d)   260,169    292,509 
Power-Plus Credit Facilities (e)   —    170,473 
Note payable to Power-Plus Member (f)   13,250    130,125 
Note payable to People's United Bank (g)   18,589    19,489 
8% short-term promissory note (h)   1,272,600    — 
12% September 2018 short-term promissory note (i)   789,473    — 
October '18 short-term promissory note (j)   565,000      
Microphase December 2018 short-term promissory note (k)   200,000      
10% short-term promissory notes (l)   —    15,000 
Short term bank credit (m)   1,558,197    — 
Total notes payable   7,002,819    927,726 
Less:          
Unamortized debt discounts   (151,499)   — 
Unamortized financing cost   (7,541)   — 
Total notes payable, net of financing cost  $6,843,779   $927,726 
Less: current portion   (6,360,120)   (402,234)
Notes payable – long-term portion  $483,659   $525,492 

 

(a)On March 23, 2018, the Company entered into a securities purchase agreement pursuant to which it issued a 12% promissory note and a warrant to purchase 22,500 shares of common stock to an accredited investor. The promissory note was issued with a 10% OID. The promissory note is in the principal amount of $1,000,000, was sold for $900,000, accrued simple interest at 12% and was due on June 22, 2018. The Company is in negotiations with the investor to amend the payment terms on this 12% promissory note, however, since payment was not made on the specified maturity date this unsecured 12% promissory note is currently in default. Interest only payments are due, in arrears, on a monthly basis commencing on April 23, 2018. The exercise price of the warrant is $23.00 per share. The Company recorded debt discount in the amount of $271,565 based on the estimated fair value of these warrants. The Company computed the fair value of these warrants using the Black-Scholes option pricing model. The debt discount was amortized as non-cash interest expense over the term of the debt. During the year ended December 31, 2018, non-cash interest expense of $271,565 was recorded from the amortization of debt discount and interest expense of $100,000 was recorded from the amortization of the OID on this 12% promissory note. The 12% promissory note is unsecured by any of the Company’s assets but is guaranteed by our Chief Executive Officer.

 

(b)During the year ended December 31, 2018, the Company entered into the following short-term promissory notes:

 

(i)On February 7, 2018, the Company issued demand promissory notes in the aggregate principal face amount of $440,000 to accredited investors. These promissory notes included an OID of $40,000 resulting in net proceeds to the Company of $400,000. The principal and OID on these notes were due and payable on demand after April 24, 2018. These loans were paid on April 27, 2018. During the year ended December 31, 2018, the Company recognized $40,000 from the amortization of OID on these demand promissory notes.

 

 F-42 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

(ii)On February 26, 2018, the Company issued a 10% promissory note in the principal amount of $330,000 to an accredited investor. This promissory note included an OID of $30,000 resulting in net proceeds to the Company of $300,000. The principal and accrued interest on this note was due and payable on April 12, 2018, subject to a 30-day extension available to the Company. This 10% promissory note was paid on April 27, 2018. During the year ended December 31, 2018, the Company recognized $35,991 from interest and the amortization of OID on this 10% promissory note.

 

(iii)On March 27, 2018, the Company issued a 10% promissory note in the principal amount of $200,000 to an accredited investor. Between March 29, 2018 and April 24, 2018, the Company paid the outstanding principal amount of $200,000 on this 10% promissory note.

 

(iv)On May 23, 2018, the Company issued a promissory note in the aggregate principal face amount of $81,000 to an accredited investor. The promissory note included an OID of $6,000 resulting in net proceeds to the Company of $75,000 and was due and payable on August 20, 2018. This promissory note was paid on July 25, 2018. During the year ended December 31, 2018, the Company recognized $6,000 from the amortization of OID on this promissory note.

 

(v)On May 23, 2018, the Company issued a promissory note in the aggregate principal face amount of $360,000 to an accredited investor. The promissory note included an OID of $60,000 resulting in net proceeds to the Company of $300,000 and was due and payable on June 22, 2018. The outstanding balance on this note was paid on July 2, 2018. During the year ended December 31, 2018, the Company recognized $60,000 from the amortization of OID on this promissory note.

 

(vi)

On June 5, 2018, the Company received loans in the aggregate amount of $75,000 from accredited investors. The principal and interest on these loans was paid on July 16, 2018.

 

(vii)On June 8, 2018, the Company issued a promissory note in the aggregate principal face amount of $511,750 to an accredited investor. The promissory note included an OID of $66,750 resulting in net proceeds to the Company of $445,000 and was due and payable on July 9, 2018. At December 31, 2018, the outstanding principal balance on this note was $54,750. Since payment was not made on the specified maturity date this unsecured promissory note is currently in default. During the year ended December 31, 2018, the Company recognized $66,750 from the amortization of OID on this promissory note. On August 3, 2018, the Company and lender entered into an agreement to extend the maturity date from July 9, 2018 to August 31, 2018. The Company agreed to pay the lender an extension fee of 100,000 shares of common stock. The Company remains in default and continues to negotiate with the investor on extended payment terms.

 

(viii)On July 13, 2018, the Company issued a 15% promissory note in the principal amount of $176,000 to an accredited investor. This promissory note included an OID of $16,000 and debt issuance costs of $5,000 resulting in net proceeds of $155,000. At December 31, 2018, the outstanding balance on this note was $124,303. The principal and accrued interest on this note was due and payable on October 11, 2018 and is currently in default. Mr. Ault personally guaranteed the repayment of this note.

 

 F-43 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

(ix)On August 10, 2018, DP Lending issued a 12% promissory note in the principal amount of $550,000 to an accredited investor. This promissory note included an OID of $50,000 resulting in net proceeds of $500,000. The principal and accrued interest on this note is due and payable on August 10, 2019.

 

(x)On August 16, 2018, the Company issued an 8% promissory note in the principal amount of $225,000 to an accredited investor. This promissory note included an OID of $25,000 resulting in net proceeds of $200,000. At December 31, 2018, the outstanding balance on this note was $159,500. This note was due and payable on October 5, 2018 and is currently in default. Mr. Ault personally guaranteed the repayment of this note.

 

(xi)On August 23, 2018, DP Lending issued a promissory note in the principal amount of $85,000 to an accredited investor. This promissory note included an OID of $10,000 resulting in net proceeds of $75,000. At December 31, 2018, the outstanding balance on this note was $85,000. This note was due and payable on September 24, 2018, subject to a 28-day extension available to DP Lending. However, since payment was not made on the specified maturity date this unsecured promissory note is currently in default.

 

(xii)On August 28, 2018, DP Lending issued a promissory note in the principal amount of $115,000 to an accredited investor. This promissory note included an OID of $15,000 resulting in net proceeds of $100,000. The principal and accrued interest on this note was due and payable on September 14, 2018, subject to a 10-business day cure period available to DP Lending. This promissory note was paid on September 21, 2018.

 

(xiii)On October 9, 2018, DP Lending issued a promissory note in the principal amount of $60,000 to an accredited investor. This promissory note included an OID of $10,000 resulting in net proceeds of $50,000. At December 31, 2018, the outstanding balance on this note was $60,000. This note was due and payable on October 23, 2018. However, since payment was not made on the specified maturity date this unsecured promissory note is currently in default.

 

(c)At December 31, 2018, Microphase had guaranteed the repayment of two equity lines of credit in the aggregate amount of $291,988 with Wells Fargo Bank, NA (“Wells Fargo”) (collectively, the “Wells Fargo Notes”). These loans originated prior to the Company’s acquisition of Microphase and Microphase was the recipient of the actual proceeds from the loans. Microphase had previously guaranteed the payment under the first Wells Fargo equity line during 2008, the proceeds of which Microphase had received from a concurrent loan from Edson Realty Inc., a related party owned real estate holding company. As of December 31, 2018, the first line of credit, which is secured by residential real estate owned by a former officer, had an outstanding balance of $210,822, with an annual interest rate of 4.00%. Microphase had guaranteed the payment under the second Wells Fargo equity line in 2014. Microphase had received working capital loans from the former CEO from funds that were drawn against the second Wells Fargo equity line. As of December 31, 2018, the second line of credit, secured by the former CEO’s principal residence, had an outstanding balance of $81,166, with an annual interest rate of 3.00%. During the years ended December 31, 2018, Microphase incurred $17,629 of interest on the Wells Fargo Notes.

 

(d)

In August 2016, Microphase received a $300,000 loan, of which $39,831 has been repaid, pursuant to the State of Connecticut Small Business Express Job Creation Incentive Program which is administered through the Department of Economic and Community Development (“DECD”) (the “DECD Note”). The DECD Note accrues interest at a rate of 3% per annum and is due in August 2026. Payment of principal and interest commenced in September 2017, payable in equal monthly installments over the remaining term. During the year ended December 31, 2018, Microphase incurred $9,286 of interest on the DECD Note.

 

(e)At December 31, 2017, Power-Plus had guaranteed the repayment of two lines of credit in the aggregate amount of $170,473 with Bank of America NA and Wells Fargo (collectively, the “Power-Plus Lines”). During 2018, the Power-Plus Lines had been paid.

 

 F-44 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

(f)Pursuant to the terms of the Purchase Agreement with Power-Plus, the Company entered into a two-year promissory note in the amount of $255,000 payable to the former owner as part of the purchase consideration. The $255,000 note is payable in 24 equal monthly installments. On October 18, 2017, for cancellation of debt, the Company entered into a subscription agreement with the former owner under which the Company sold 6,940 shares of common stock at $13.40 per share for an aggregate purchase price of $93,000. The outstanding balance on this note was $13,250 at December 31, 2018. During the year ended December 31, 2018, the Company paid $116,875 in principal payments.

 

(g)In December 2016, Microphase utilized a $20,000 overdraft credit line at People’s United Bank with an annual interest rate of 15%. As of December 31, 2018, the balance of that overdraft credit line was $18,589.

 

(h)On August 16, 2018, the Company entered into a securities purchase agreement with certain institutional investors providing for the issuance of (i) secured promissory notes in the aggregate principal face amount of $1,212,000 due February 15, 2019, at an interest rate of eight percent (8%) per annum for which the Company received an aggregate of $1,010,000, and (ii) issued an aggregate of 20,000 shares of common stock to the investors. On November 29, 2018, these 8% short-term promissory notes were amended and the Company incurred an additional OID of $60,600 resulting in an outstanding principal balance of $1,272,600 at December 31, 2018.

 

(i)During September 2018, the Company issued to institutional investors 12% term promissory notes in the principal face amount of $789,473, with an interest rate of 12% for a purchase price of $750,000. The outstanding principal face amount, plus any accrued and unpaid interest, was due by December 31, 2018. During October 2018, in accordance with the notes, the Company issued 22,500 shares of its common stock to the investors. Since payment was not made on the specified maturity date these 12% term promissory notes are currently in default.

 

(j)On October 11, 2018, the Company entered into a securities purchase agreement with an institutional investor providing for the issuance of (i) a secured promissory note in the aggregate principal face amount of $565,000 due December 8, 2018, for which the Company received an aggregate of $510,000, and (ii) issued an aggregate of 20,000 shares of common stock to the investor. Upon maturity, the Company was required to pay $27,500 of interest. The note was not paid on the maturity date and was in default at December 31, 2018.

 

(k)On December 28, 2018, Microphase entered into a secured promissory note with an institutional investor providing for the issuance of (i) a secured promissory note in the aggregate principal face amount of $200,000, with an interest rate of 10% per annum and a maturity date of March 31, 2019. In connection with the Microphase Note, Mr. Ault entered into a personal guarantee agreement for the benefit of the investor.

 

(l)In December 2016, Microphase issued $705,000 in 10% short-term promissory notes to nineteen accredited investors which, after deducting $70,500 of placement fees to its selling agent, Spartan Capital Securities, LLC (“Spartan”), resulted in $634,500 in net proceeds to Microphase (the “10% Short-Term Notes”). The 10% Short-Term Notes were due one year from the date of issuance. The amount due pursuant to the 10% Short-Term Notes was equal to the entire original principal amount multiplied by 125% (the “Loan Premium”) plus accrued interest. On December 5, 2017, in exchange for the cancellation of $690,000 of outstanding principal and $250,323 of accrued interest owed to the investors by Microphase Corporation, the Company entered into an Exchange Agreement pursuant to which the Company issued an aggregate of 76,193 shares of common stock and warrants to purchase 19,023 shares of common stock with an exercise price of $22.00 per share of common stock. During 2018, the Company paid the remaining balance of principal and accrued interest of $15,000 and $5,615, respectively.

 

 F-45 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

(m)At December 31, 2018, Enertec had short term bank credit of $1,558,197 that bears interest at prime plus 0.7% through 3.85% paid either on a monthly or weekly basis. Further, the Company has undertaken to comply with certain covenants under its bank loan. During the period May 22 to December 31, 2018, the Company incurred $47,076 of interest from Enertec’s short term bank credit.

 

Other Notes Payable

 

(n)Between May 5, 2017 and December 31, 2017, the Company received additional short-term loans of $297,000 from five accredited investors, of which $75,000 was from the Company’s corporate counsel, a related party. As additional consideration, the investors received five-year warrants to purchase 11,219 shares of common stock at a weighted average exercise price of $15.40 per share. The warrants are exercisable commencing six months after the issuance date and are subject to certain beneficial ownership limitations. The exercise price of these warrants is subject to adjustment for customary stock splits, stock dividends, combinations and other standard anti-dilution events. The warrants may be exercised for cash or on a cashless basis. During the quarter ended June 30, 2017, the Company recorded debt discount in the amount of $95,000 based on the estimated fair value of these warrants. The Company computed the fair value of these warrants using the Black-Scholes option pricing model. As a result of the short-term feature of these loans and advances, the debt discount was amortized as non-cash interest expense upon issuance of the warrants using the effective interest method.

 

During June 2017, the holders of $55,000 of these short-term loans agreed to cancel their notes for the purchase of 5,000 shares of the Company’s common stock at a price of $11.00 per share. An additional $75,000 in short-term loans from the Company’s corporate counsel was converted into the Company’s equity securities; $52,000 was converted into one of the Series C Units and $23,000 was converted into the Company’s common stock. The Company did not record any additional interest expense as a result of the extinguishment of $130,000 in short-term loans since the carrying amount of the short-term loans was equivalent to the fair value of the consideration transferred, which was determined from the closing price of the Company’s equity securities on the date of extinguishment. During the year ended December 31, 2017, the Company also repaid $157,000 in short-term loans.

 

(o)In February 2017, the Company issued to eight accredited investors $400,000 in demand promissory notes bearing interest at a rate of 6% per annum. Of the eight accredited investors, one investor was deemed a related party. As additional consideration, the investors received five-year warrants to purchase 16,667 shares of common stock at an exercise price of $14.00 per share (the “Feb. 2017 Warrants”). The Feb. 2017 Warrants are exercisable commencing six months after the issuance date. The exercise price of the Feb. 2017 Warrants is subject to adjustment for customary stock splits, stock dividends, combinations and other standard anti-dilution events. The Feb. 2017 Warrants may be exercised for cash or on a cashless basis. During the quarter ended March 31, 2017, the Company recorded debt discount in the amount of $151,000 based on the estimated fair value of the Feb. 2017 Warrants. The Company computed the fair value of these warrants using the Black-Scholes option pricing model. As a result of the due on demand feature of the promissory notes, the debt discount was amortized as non-cash interest expense upon issuance of the Feb. 2017 Warrants using the effective interest method.

 

Between February 16, 2017 and February 23, 2017, the holders of the $400,000 in demand promissory notes agreed to cancel their demand promissory notes for the purchase of 33,333 shares of the Company’s common stock, an extinguishment price of $12.00 per share. During the quarter ended March 31, 2017, the Company recorded additional interest expense of $13,333 as a result of the extinguishment of the $400,000 in demand promissory notes based on the difference of the carrying amount of the demand promissory notes and the fair value of the consideration transferred, which was determined from the closing price of the Company’s common stock on the date of extinguishment.

 

 F-46 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

(p)On March 28, 2017, the Company issued $270,000 in demand promissory notes to several investors. These demand promissory notes accrued interest at the rate of 6% per annum. On April 5, 2017, the Company canceled these promissory notes by issuing to the investors 18,000 shares of common stock, at $15.00 per share, and warrants to purchase 9,000 shares of common stock at $18.00 per share. During the quarter ended June 30, 2017, the Company recorded additional interest expense of $109,000 as a result of the extinguishment of the $270,000 in demand promissory notes based on the difference of the carrying amount of the demand promissory notes and the fair value of the consideration transferred, which was determined from the closing price of the Company’s common stock on the date of extinguishment.

 

(q)On June 2, 2017, pursuant to the terms of the Share Exchange Agreement and in consideration of legal services, Microphase issued a $450,000 8% promissory note with a maturity date of November 25, 2017 to Lucosky Brookman, LLP (the “Lucosky Note”). In conjunction with the issuance of the Lucosky Note, the Company issued Lucosky Brookman 10,000 shares of redeemable convertible Series E preferred stock (the “Series E Preferred Stock”) with a stated value of $45 per share as an alternative to providing a guarantee for the amount of the Lucosky Note. The Company, at its option, had the right to redeem for cash the outstanding shares of Series E Preferred Stock, upon written notice to the holder of the shares, at a cash redemption price equal to $45 multiplied by the number of shares being redeemed. Any such optional redemption by the Company would have resulted in a credit against the Lucosky Note. During the period June 3, 2017 to December 29, 2017, Microphase incurred $21,000 of interest on the Lucosky Note. On December 29, 2017, the Lucosky Note was satisfied through the conversion of the 10,000 shares of Series E Preferred Stock into 30,000 shares of the Company’s common stock (See Note 24).

 

(r)On January 25, 2018, the Company issued two 5% promissory notes, each in the principal face amount of $2,500,000 for an aggregate debt of $5,000,000 to two institutional investors.  The entire unpaid balance of the principal and accrued interest on each of the 5% promissory notes was due and payable on February 23, 2018, subject to a 30-day extension available to the Company. The proceeds from these two 5% promissory notes were used to purchase 1,000 Antminer S9s manufactured by Bitmain Technologies, Inc. in connection with our crypto mining operations. The Company repaid the entire outstanding principal and accrued interest on the 5% promissory notes of $5,101,127 during 2018.

 

(s)On February 20, 2018, the Company issued a promissory note in the principal face amount of $900,000 to an accredited investor. This promissory note included an original issue discount (“OID”) of $150,000 resulting in net proceeds of $750,000. The principal and OID on this note was due and payable on March 22, 2018. On March 23, 2018, the Company entered into a new promissory note in the principal amount of $2,100,000 for a term of two months, subject to the Company’ ability to prepay within one month. The new promissory note included an OID of $350,000, resulting in net proceeds of $1,750,000. The Company also issued to the lender a warrant to purchase 62,500 shares of the Company’s common stock at an exercise price of $23.00 per share. The principal amount of the new promissory note consisted of cash of $1,000,000 and the cancellation of principal of $750,000 from the February 20, 2018 promissory note. The interest on the February 20, 2018 note in the amount of $150,000 was paid to the lender prior to entering into the new promissory note. The warrants are exercisable commencing on the issuance date for a term of three years. The exercise price of these warrants is subject to adjustment for customary stock splits, stock dividends, combinations and other standard anti-dilution events. The warrants may be exercised for cash or on a cashless basis. The Company recorded debt discount in the amount of $604,227 based on the estimated fair value of these warrants. The Company computed the fair value of these warrants using the Black-Scholes option pricing model. The debt discount was amortized as non-cash interest expense over the term of the debt. During the year ended December 31, 2018, non-cash interest expense of $604,227 was recorded from the amortization of debt discount and interest expense of $350,000 was recorded from the amortization of the OID on the new promissory note. On April 23, 2018, the Company paid the entire outstanding principal on the new promissory note of $2,100,000. The new promissory note had been guaranteed by our Chief Executive Officer and had also been guaranteed by Philou.

 

 F-47 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

21. NOTES PAYABLE – RELATED PARTIES

 

Notes Payable – Related parties at December 31, 2018 and 2017, are comprised of the following:

 

  2018   2017 
Notes payable to former officer and employee (a)  $308,984   $309,317 
Total notes payable   308,984    309,317 
Less: current portion   (166,925)   (133,569)
Notes payable – long-term portion  $142,059   $175,748 

 

(a)Microphase is a party to several notes payable agreements with seven of its past officers, employees and their family members. As of December 31, 2018, the aggregate outstanding balance pursuant to these notes payable agreements, inclusive of $57,752 of accrued interest, was $366,736, with annual interest rates ranging between 3.00% and 6.00%. During the year ended December 31, 2018, Microphase incurred $10,897 of interest on these notes payable agreements. In July 2016, one of these noteholders initiated litigation to collect the balance owed under the terms of his respective agreement. In October 2017, Microphase and the noteholder entered into a settlement agreement whereby Microphase agreed to pay the outstanding principal and interest of $122,000 and $43,000, respectively, by issuing to the noteholder 95,834 shares of Microphase common stock valued at $115,000 and paying $25,000 in cash. The value of the Microphase common stock was derived from the Company’s recent acquisition of a majority interest in Microphase. Further, the parties agreed a final $25,000 would be paid within 18 months of the settlement agreement or Microphase would be required to pay the noteholder an additional $25,000.

 

(b)On December 29, 2016, the Company entered into an agreement with MCKEA Holdings, LLC (“MCKEA”). MCKEA is the majority member of Philou Ventures, LLC, which is the Company’s controlling stockholder. Kristine L. Ault, a director and the wife of Milton C. Ault III, Executive Chairman of the Company’s Board of Directors, is the manager and owner of MCKEA, for a demand promissory note (The “MCKEA Note”) in the amount of $250,000 bearing interest at the rate of 6% per annum on unpaid principal. On March 24, 2017, the MCKEA Note was cancelled to purchase the Company’s Series B Preferred Stock pursuant to the terms of the Preferred Stock Purchase Agreement entered into on March 9, 2017 (See Note 24). Since there was no difference between the reacquisition price and the net carrying value of the cancelled debt, no gain or loss was recognized as a result of this transaction.

 

22. CONVERTIBLE NOTES

 

Convertible Notes Payable at December 31, 2018 and 2017, are comprised of the following:

 

  2018   2017 
10% Convertible secured notes (a)  $7,997,126   $— 
5% Convertible secured notes (b)   —    550,000 
12% Convertible secured note (c) (d) (e)   —    202,000 
Total convertible notes payable   7,997,126    752,000 
Less:          
Unamortized debt discounts   (1,189,276)   (351,573)
Unamortized financing cost   (65,356)   (2,549)
Total convertible notes payable, net of financing cost  $6,742,494   $397,878 

 

(a)On May 15, 2018, the Company entered into a securities purchase agreement to sell (i) a 10% convertible note (the “10% Convertible Note”), (ii) a five-year warrant to purchase 55,556 shares of the Company’s common stock at an exercise price of $27.00 per share; (iii) a five-year warrant to purchase 86,207 shares of the Company’s Class A common stock at an exercise price of $17.40 per share; and (iv) 17,241 shares of the Company’s common stock to an institutional investor. Initially, the 10% Convertible Note was convertible into the Company’s common stock at $15.00 per share, but could only be converted if an event of default thereunder had occurred and not been cured on a timely basis. On September 25, 2018, the Company entered into an agreement to amend the maturity date on the 10% Convertible Note, pursuant to which amendment the amortization schedule of the 10% Convertible Note provides for 13 monthly payments in the amount of $309,193, and for the fourteenth payment to be in the amount of $1,011,427, plus accrued and unpaid interest. Each such amortization payment shall be made in cash or Bitcoin.

 

 F-48 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

The 10% Convertible Note is in the principal amount of $6,000,000 and bears interest at 10% simple interest on the principal amount with 50% of the total interest due on the principal payable at the closing and the remaining 50% payable over the term of the 10% Convertible Note. In connection with the financing, the Company agreed to pay the placement agent, Alliance Global Partners, a cash fee of $300,000 and a warrant to purchase 7,500 shares of the Company’s common stock with an exercise price of $20.00 per share.

 

The Company computed the fair value of the warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $1,397,389 based on the estimated fair value of the warrants. The Company estimated that the grant date fair value of the shares of common stock was $405,024, which was determined from the closing price of the Company’s common stock on the dates of issuance. In aggregate, the Company recorded debt discount in the amount of $2,169,613 based on the relative fair values of the warrants, common stock and debt issuance costs of $367,200. During the year ended December 31, 2018, non-cash interest expense of $2,169,613 was recorded from the amortization of debt discounts. The fair value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 2.94% was derived from the U.S. Treasury yield curve, matching the term of the warrant, in effect at the measurement date. The volatility factor of 127.9% was determined based on the Company’s historical stock prices.

 

On July 2, 2018, the Company entered into a securities purchase agreement with the institutional investor providing for the issuance of (i) a second 10% convertible note (the “Second 10% Convertible Note”) with a principal face amount of $1,000,000 which Second 10% Convertible Note was convertible into the Company’s common stock at $15.00 per share and (ii) an additional 20,000 of the Company’s common stock to be issued in connection with the 10% Convertible Note. The Second 10% Convertible Note, as amended, matures on February 15, 2019, as to fifty percent (50%) of the amount due thereunder, and the remaining fifty percent (50%) due thereunder to May 15, 2019.

 

On August 31, 2018, the Company entered into a securities purchase agreement with the institutional investor providing for the issuance of a third 10% convertible note (the “Third 10% Convertible Note” and with the 10% Convertible Note and the Second 10% Convertible Note, the “10% Convertible Notes”) with a principal face amount of $2,000,000, which Third Convertible Note is convertible into 250,000 shares of the Company’s common stock at $8.00 per share and (ii) an additional 31,000 of the Company’s common stock. The shares of common stock issuable pursuant to the Third 10% Convertible Note have not been issued to the institutional investor. The Third 10% Convertible Note, as amended, matures on February 15, 2019, as to fifty percent (50%) of the amount due thereunder, and the remaining fifty percent (50%) due thereunder to May 15, 2019.

 

At the time of issuance of the Third 10% Convertible Note, the closing price of the Company’s common stock was in excess of the conversion price, resulting in a beneficial conversion feature (“BCF”). The BCF embedded in the Third 10% Convertible Note is accounted for under ASC No. 470, Debt (“ASC 470”). At issuance, the intrinsic value of the BCF totaled $910,419, based on the difference between the effective conversion price and the fair value of the Company’s common stock at the commitment date of the transaction, and the relative fair value of the 31,000 shares of common stock was $259,919. Initially, the Company was prohibited from issuing the 31,000 shares of common stock or the shares of common stock issuable pursuant to the Third 10% Convertible Note until stockholder approval of such issuance of securities is obtained as required by applicable NYSE American listing rules, which was received on December 28, 2018.

 

 F-49 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

The Company recorded debt issuance costs of $200,500 from the Third 10% Convertible Note. The debt issuance costs are being amortized as non-cash interest expense over the term of the debt. During the year ended December 31, 2018, non-cash interest expense of $135,144 was recorded from the amortization of the debt issuance costs.

 

Pursuant to an amendment dated as of August 31, 2018 to the 10% Convertible Note and the Second 10% Convertible Note, the Company reduced the conversion price to $8.00 from $15.00. The amendment to the embedded conversion options of the 10% Convertible Note and the Second 10% Convertible Note caused a material change in the fair value of the embedded conversion options on these two notes and resulted in a loss on extinguishment of $665,346. At the time of the amendment, the closing price of the Company’s common stock was in excess of the conversion price, resulting in a BCF. The intrinsic value of the BCF was $1,131,960 on the 10% Convertible Note and $225,000 on the Second 10% Convertible Note based on the difference between the effective conversion price and the fair value of the Company’s common stock. During the year ended December 31, 2018, non-cash interest expense of $1,356,960 was recorded from the amortization of debt discounts attributed to the August 31, 2018 amendment of to the 10% Convertible Note and the Second 10% Convertible Note.

 

Pursuant to the terms of an amendment dated December 7, 2018, the Company agreed that if the investor elects to convert three monthly payments in the principal amount of $309,193 into shares of the Company’s common stock at the stated conversion price of $8.00 and the proceeds from the sale of the shares did not result in net proceeds to the investor of 103% of the principal, interest and penalties due, then the Company would pay the investor the difference in cash (the “True-Up Payment). During December 2018, the Company issued to the investor 109,724 shares of its common stock at $8.00 per share upon the conversion of $877,793 in principal, accrued interest and penalties. During December 2018, the investor received $304,608 from the sale of the shares of common stock, which approximated the value of the shares of common stock on the date of issuance, resulting in a True-Up Payment due to the investor of $599,519.

 

(b)On December 4, 2017, the Company entered into a securities purchase agreement to sell a 5% Convertible Note (the “5% Convertible Note”) and 7,500 shares of restricted common stock to an institutional investor. The principal of the 5% Convertible Note and interest thereon was convertible into shares of common stock at $12.00 per share of common stock, subject to adjustments for lower priced issuances, stock splits, stock dividends, combinations or similar events. The 5% Convertible Note was in the principal amount of $550,000, included an OID of $50,000 resulting in net proceeds to the Company of $500,000, accrued interest at 5% simple interest on the principal amount, and was due on August 13, 2018. Interest only payments were due on a quarterly basis and the principal was due on June 3, 2018.

 

At the time of issuance of the 5% Convertible Note, the closing price of the Company’s common stock was in excess of the conversion price, resulting in a BCF accounted for under ASC 470. At issuance, the intrinsic value of the BCF totaled $244,260 based on the difference between the effective conversion price and the fair value of the Company’s common stock at the commitment date of the transaction. The intrinsic value of the BCF exceeded the proceeds allocated to the relative fair value of the 5% Convertible Note. The BCF was amortized to interest expense over the term of the 5% Convertible Note using the effective interest method. The valuation of the BCF was calculated based on the effective conversion price compared with the market price of the Company’s common stock on the date of issuance of the 5% Convertible Note.

 

In the aggregate, the Company recorded debt discount in the amount of $550,000 based on the relative fair values of the 7,500 shares of common stock of $25,740, BCF of $244,260 and OID of $50,000. The debt discount is being amortized as non-cash interest expense over the term of the debt. During the year ended December 31, 2017, non-cash interest expense of $380,769 was recorded from the amortization of debt discounts. In January 2018, the 5% Convertible Note was converted into 46,082 shares of the Company’s common stock based upon the contractual rights included in the 5% Convertible Note (See Note 24).

 

 F-50 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

(c)On August 3, 2017, the Company entered into a securities purchase agreement to sell a 12% Convertible Note (the “12% Convertible Note”) and a warrant to purchase 33,333 shares of common stock to an accredited investor. The principal of the 12% Convertible Note may be converted into shares of common stock at $11.00 per share and under the terms of the Warrant, up to 33,333 shares of common stock may be purchased at an exercise price of $14.00 per share.

 

The 12% Convertible Note was in the principal amount of $400,000, included an OID of $40,000 resulting in net proceeds to the Company of $360,000, accrued interest at 12% simple interest on the principal amount, and was due on August 13, 2018. Interest only payments were due on a quarterly basis and the principal was due on August 3, 2018. The principal may be converted into shares of the Company’s common stock at $11.00 per share.  

 

The Company computed the fair value of the 33,333 warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $167,203 based on the estimated fair value of the 33,333 warrants.

 

The BCF embedded in the 12% Convertible Note is accounted for under ASC 470. At issuance, the intrinsic value of the BCF totaled $186,797. The Company, however, was prohibited from issuing shares of common stock pursuant to the 12% Convertible Note until stockholder approval of such issuance of securities was obtained as required by applicable NYSE American listing rules. The Company received stockholder approval for the share issuances on December 28, 2017. The intrinsic value of the BCF was amortized to interest expense over the term of the 12% Convertible Note using the effective interest method. The valuation of the BCF was calculated based on the effective conversion price compared with the market price of the Company’s common stock on the date of issuance of the 12% Convertible Note. In aggregate, the Company recorded debt discount in the amount of $394,000 based on the relative fair values of the 33,333 warrants, BCF and OID of $40,000. During the year ended December 31, 2017, non-cash interest expense of $211,658 was recorded from the amortization of debt discounts.

 

On December 28, 2017, principal and accrued interest of $198,000 and $4,818, respectively, on the 12% Convertible Note was satisfied through the issuance of 18,438 shares of the Company’s common stock and the remaining balance of $202,000 was converted into 18,884 shares of the Company’s common stock on January 10, 2018 (See Note 24). The fair value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 1.79% was derived from the U.S. Treasury yield curve, matching the term of the warrant, in effect at the measurement date. The volatility factor of 107.3% was determined based on the Company’s historical stock prices.

 

(d)On April 16, 2018, the Company entered into securities purchase agreements to sell (i) a 12% convertible note (the “12% April 2018 Convertible Note”), (ii) a five-year warrant to purchase 49,679 shares of the Company’s common stock at an exercise price of $26.00 per share; and (iii) 10,046 shares of the Company’s common stock to three institutional investors. The 12% April 2018 Convertible Note is convertible into common stock at $14.00 per share, but may only be converted if an event of default thereunder has occurred and not been cured on a timely basis.

 

The 12% April 2018 Convertible Note is in the principal amount of $1,722,222, included an OID of $172,222 resulting in net proceeds to the Company of $1,550,000 and bears interest at 12% simple interest on the principal amount. The Company is required to make monthly principal and interest payments until the 12% April 2018 Convertible Note is satisfied in full on October 16, 2018.

 

The Company computed the fair value of the warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $539,360 based on the estimated fair value of the warrants. The Company estimated that the grant date fair value of the shares of common stock was $128,524, which was determined from the closing price of the Company’s common stock on the date of issuance.

 

 F-51 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

In aggregate, the Company recorded debt discount in the amount of $885,106 based on the relative fair values of the warrants, common stock, OID and debt issuance costs of $45,000. During the year ended December 31, 2018, non-cash interest expense of $885,106 was recorded from the amortization of debt discounts. The fair value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 2.94% was derived from the U.S. Treasury yield curve, matching the term of the warrant, in effect at the measurement date. The volatility factor of 127.9% was determined based on the Company’s historical stock prices. Beginning on May 16, 2018, the Company was required to make six monthly cash payments in the aggregate amount of $304,259. On August 31, 2018, the Company made its final payment and in aggregate paid principal and accrued interest of $1,722,222 and $103,333, respectively, on the 12% April 2018 Convertible Note.

 

(e)On January 23, 2018, we entered into a securities purchase agreement with an institutional investor to sell, for an aggregate purchase price of $1,000,000, a 10% senior convertible promissory note (the “January 2018 10% Convertible Note”) with an aggregate principal face amount of $1,250,000, a warrant to purchase an aggregate of 31,250 shares of our common stock and 27,174 shares of our common stock. The transactions contemplated by the securities purchase agreement closed on February 8, 2018.  The January 2018 10% Convertible Note was convertible into 31,250 shares of the Company’s common stock, a conversion price of $40.00 per share. The exercise price of the warrant to purchase 31,250 shares of the Company’s common stock is $44.00 per share. On February 9, 2018, in addition to the 27,174 shares of common stock provided for pursuant to the securities purchase agreement, the Company issued to the investor an aggregate of 34,597 shares of the Company’s common stock upon the conversion of the entire outstanding principal and accrued interest on the January 2018 10% Convertible Note of $1,383,884 (See Note 24).

 

Convertible Notes Converted into Common Stock during 2017

 

(f)On November 2, 2017, the Company entered into a securities purchase agreement to sell a 5% Convertible Note (the “November 5% Convertible Note”) and 15,000 shares of restricted common stock to an institutional investor. The principal of the November 5% Convertible Note and interest thereon was convertible into shares of common stock at $12.00 per share of common stock, subject to adjustments for lower priced issuances, stock splits, stock dividends, combinations or similar events. The November 5% Convertible Note was in the principal amount of $1,111,000 and included an original issue discount (“OID”) of $101,000 and debt issuance costs of $105,800, resulting in net proceeds to the Company of $904,200. The November 5% Convertible Note provided for 5% simple interest on the principal amount.

 

In connection with the November 5% Convertible Note, the Company paid to Aegis Capital Corp. (“Aegis”), its financial advisor, a cash fee of $80,800 and issued to Aegis a warrant to purchase up to 7,407 shares of common stock with an exercise price of $13.20 per share, subject to adjustment for stock splits, stock dividends, combinations or similar events. The warrant is exercisable at any time commencing six months from the date of issuance through five years from the date of issuance and may be exercised for cash or on a “cashless” basis if there is no effective registration statement registering, or no current prospectus available for the resale of, all of the shares of common stock underlying the warrant.

 

The debt conversion features embedded in the November 5% Convertible Note is accounted for under ASC No. 470, Debt. At the time of issuance, the intrinsic value of the debt conversion features utilizing the Black Scholes option pricing model totaled $423,593. The intrinsic value of the debt conversion feature combined with the amount of the original issue discount and the relative value of the 15,000 shares of common stock and warrants to purchase 7,407 shares of common stock exceeded the proceeds allocated to the relative fair value of the November 5% Convertible Note and resulted in aggregate debt discount of $722,868. The respective debt discount of $722,868 was amortized to interest expense over the term of the November 5% Convertible Note using the effective interest method. In addition, the Company incurred $105,800 of debt issuance costs which are also being amortized as non-cash interest expense over the term of the debt.

 

 F-52 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

On December 13, 2017 and December 14, 2017, the entire $1,111,000 of principal on the November 5% Convertible Note was satisfied through the issuance of 92,583 shares of the Company’s common stock based upon the contractual rights provided for in the November 5% Convertible Note (See Note 14).

 

During the year ended December 31, 2017, non-cash interest expense of $828,668 was recorded from the amortization of debt discounts and debt financing cost.

 

(g)On August 10, 2017, the Company, entered into securities purchase agreements with five institutional investors to sell for an aggregate purchase price of $800,000, 10% Senior Convertible Promissory Notes (the “10% Convertible Notes”) with an aggregate principal face amount of $880,000 and warrants to purchase an aggregate of 73,750 shares of common stock. The principal of the 10% Convertible Notes and interest earned thereon may be converted into shares of common stock at $12.00 per share and under the terms of the Warrant, up to 73,750 shares of common stock may be purchased at an exercise price of $13.20 per share.

 

The 10% Convertible Notes are in the aggregate principal amount of $880,000, included an OID of $80,000 resulting in net proceeds to the Company of $800,000, bear simple interest at 10% on the principal amount, and principal and interest are due on February 10, 2018. Subject to certain beneficial ownership limitations, each investor may convert the principal amount of the 10% Convertible Notes and accrued interest earned thereon at any time into shares of common stock at $12.00 per share. The conversion price of the 10% Convertible Notes is subject to adjustment for customary stock splits, stock dividends, combinations or similar events.

 

The Company computed the fair value of the 73,750 warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $356,691 based on the estimated intrinsic value of the 73,750 warrants. The intrinsic value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 1.78% was derived from the U.S. Treasury yield curve, matching the term of the warrant, in effect at the measurement date. The volatility factor of 107.3% was determined based on the Company’s historical stock prices. 

 

The BCF embedded in the 10% Convertible Notes is accounted for under ASC No. 470, Debt. At issuance, the estimated fair value of the BCF totaled $326,809. The fair value of the BCF was allocated from the net proceeds of the 10% Convertible Notes and was amortized to interest expense over the term of the 10% Convertible Notes using the effective interest method. The valuation of the BCF was calculated based on the effective conversion price compared with the market price of the Company’s common stock on the date of issuance of the 10% Convertible Notes. In aggregate, the Company recorded debt discount in the amount of $763,500 based on the relative fair values of the 73,750 warrants of $356,961, BCF of $326,809 and OID of $80,000. During the years ended December 31, 2017, non-cash interest expense of $763,500 was recorded from the amortization of debt discounts.

 

During December 2017, the entire principal and accrued interest of $880,000 and $54,450, respectively, on the 10% Convertible Notes was satisfied through the issuance of 77,871 shares of the Company’s common stock based upon the contractual rights provided for in the 10% Convertible Note (See Note 14).

 

Other Convertible Notes Payable

 

(h)On April 17, 2017, the Company entered into two 7% convertible notes (the “7% Convertible Notes”) each in the aggregate principal amount of $125,000 for a total of $250,000. The 7% Convertible Notes accrued interest at 7% simple interest on the principal amount and were due on June 2, 2017. The principal was convertible into shares of the Company’s common stock at $15.00 per share. The noteholder could convert the principal amount of the 7% Convertible Notes at any time into common stock. The 7% Convertible Notes contained standard and customary events of default including, but not limited to, failure to make payments when due under the 7% Convertible Note agreements and bankruptcy or insolvency of the Company. The Company had the right to prepay the 7% Convertible Notes. The 7% Convertible Notes were repaid during July 2017.

 

 F-53 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

As additional consideration, the investors received five and a half year warrants to purchase 8,333 shares of common stock at an exercise price of $18.00 per share (collectively the “7% Convertible Note Warrants”). The 7% Convertible Note Warrants are exercisable commencing six months after the issuance date. The exercise price of the 7% Convertible Note Warrants is subject to adjustment for customary stock splits, stock dividends, combinations and other standard anti-dilution events. The 7% Convertible Note Warrants may be exercised for cash or on a cashless basis. The Company computed the fair value of the 7% Convertible Note Warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $61,304 based on the estimated fair value of the 7% Convertible Note Warrants.

 

The BCF embedded in the 7% Convertible Notes is accounted for under ASC No. 470, Debt. At issuance, the estimated fair value of the BCF totaled $31,304. The fair value of the BCF was allocated from the net proceeds of the 7% Convertible Note and was amortized to interest expense over the term of the 7% Convertible Notes using the effective interest method. The valuation of the BCF was calculated based on the effective conversion price compared with the market price of the Company’s common stock on the date of issuance of the Convertible Note. In aggregate, the Company recorded debt discount in the amount of $93,607 based on the relative fair values of the 7% Convertible Note Warrants of $61,304 and BCF of $31,304. During the three months ended June 30, 2017, the entire non-cash interest expense of $92,607 was recorded from the amortization of debt discounts.

 

On July 25, 2017, the Company repaid one of the 7% Convertible Notes. Due to the event of default, the Company agreed to reduce the exercise price of warrants to purchase 83,334 shares of common stock from $18.00 per share to $11.00 per share and made a payment of $144,000. As a result of this transaction, the Company recorded additional interest expense of $17,226 and recorded an additional $2,641 in non-cash interest expense based upon the change in the fair value of the warrants due to the adjustment to the exercise price. 

 

On July 28, 2017, the Company entered into an exchange agreement related to the second 7% Convertible Note. Under the terms of the exchange agreement, the Company exchanged the 7% Convertible Note for three new promissory notes in the principal amounts of $110,000 due August 1, 2017; $35,000 due August 1, 2017; and $34,000 due August 8, 2017 (individually an Exchange Note and collectively the Exchange Notes) and issued a new warrant to purchase 4,167 shares of common stock at $11.00 per share and cancelled the prior warrant to purchase 4,167 shares of common stock at $18.00 per share. The Company recorded a $54,583 extinguishment charge as a result of this transaction.

 

Concurrent with entering into the exchange agreement, the investor entered into a subscription agreement under which the Company issued and sold in a registered direct offering 10,000 shares of common stock at $11.00 per share for an aggregate purchase price of $110,000. The 10,000 shares of common stock were purchased through the cancellation of the Exchange Note in the principal amount of $110,000. In addition, in a concurrent private placement, the investor entered into a separate securities purchase agreement under which the Company issued and sold 3,180 shares of common stock at $11.00 per share for an aggregate of purchase price of $35,000. The 3,180 shares of common stock were purchased through the cancellation of the Exchange Note in the principal amount of $35,000. Further, the Company issued a warrant to purchase 6,000 shares of common stock at $11.00 per share. The final Exchange Note in the principal amount of $34,000 was repaid. In aggregate, and including the $54,583 extinguishment charge above, the Company recorded an additional non-cash interest expense of $110,421 as a result of the extinguishment of the $125,000 7% Convertible Note based on the difference of the carrying amount of the 7% Convertible Note and the fair value of the consideration transferred, which was determined from the closing price of the Company’s common stock on the date of extinguishment and based upon (i) the change in the fair value of the warrants due to the exchange of the warrant with an exercise price of $18.00 per share with a new warrant with an exercise price of $11.00 per share, (ii) the fair value of the warrant to purchase 6,000 shares of common stock and (iii) the value of the shares of cash and common stock in excess of the amount owed pursuant to the 7% Convertible Note.

 

 F-54 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

(i)On April 26, 2017, the Company entered into a 7% convertible note in the aggregate principal amount of $104,000. On June 28, 2017, the noteholder converted the outstanding balance into 9,455 shares of the Company’s common stock. The Company did not record any additional interest expense as a result of the extinguishment since the carrying amount of the convertible notes was equivalent to the fair value of the consideration transferred, which was determined from the closing price of the Company’s equity securities on the date of extinguishment.

 

As additional consideration, the investor received a five-year warrant to purchase 8,000 shares of common stock at an exercise price of $16.00 per share. The warrants are exercisable commencing six months after the issuance date. The exercise price of the warrants is subject to adjustment for customary stock splits, stock dividends, combinations and other standard anti-dilution events. The warrants may be exercised for cash or on a cashless basis. The Company computed the fair value of these warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $24,912 based on the estimated fair value of the warrants.

 

The BCF embedded in this convertible note is accounted for under ASC No. 470, Debt. At issuance, the estimated fair value of the BCF totaled $26,512. The fair value of the BCF was allocated from the net proceeds of the convertible note and was amortized to interest expense over the term of the convertible note using the effective interest method. The valuation of the BCF was calculated based on the effective conversion price compared with the market price of the Company’s common stock on the date of issuance of the convertible note. In aggregate, the Company recorded debt discount in the amount of $51,424 based on the relative fair values of the warrants of $24,912 and BCF of $26,512. During 2017, non-cash interest expense of $51,424 was recorded from the amortization of debt discounts. The intrinsic value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 1.84% was derived from the U.S. Treasury yield curve, matching the term of the warrant, in effect at the measurement date. The volatility factor of 104.7% was determined based on the Company’s historical stock prices. 

 

23. COMMITMENTS AND CONTINGENCIES

 

On July 31, 2018 a stockholder derivative complaint was filed in the United States District Court for the Central District of California against the Company as the nominal defendant, as well as its current directors and a former director styled Ethan Young and Greg Young, Derivatively on Behalf of Nominal Defendant, DPW Holdings, Inc. v. Milton C. Ault, III, Amos Kohn, William B. Horne, Jeff Bentz, Mordechai Rosenberg, Robert O. Smith, and Kristine Ault and DPW Holdings, Inc., as the nominal defendant (Case No. 18-cv-6587) (the “Complaint”). No hearings have been scheduled as of the date hereof.

 

The Complaint alleges violations of state law and breaches of fiduciary duty, unjust enrichment and gross mismanagement by the individual defendants as, in the view of the plaintiffs, the Company has entered into poorly advised loan transactions and related party transactions. The Company and the individual defendants believe that these claims are without merit and intend to vigorously defend themselves. The Company and the individual defendants moved to dismiss the Complaint and on February 25, 2019, the Court granted the motion to dismiss but granted plaintiffs leave to amend their Complaint.  On March 11, 2019, plaintiffs filed their amended complaint asserting violations of breaches of fiduciary duties and unjust enrichment claims based on the previously pled transactions. On March 25, 2019, the Company and the individual defendants filed a motion to dismiss the amended complaint.  The motion to dismiss is returnable before the Court on May 6, 2019.

 

Based on the Company’s assessment of the facts underlying the claims, the uncertainty of litigation, and the preliminary stage of the case, the Company cannot estimate the reasonably possible loss or range of loss that may result from this action. However, an unfavorable outcome may have a material adverse effect on the Company’s business, financial condition and results of operations.

 

 F-55 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

On November 28, 2018, Blockchain Mining Supply and Services, Ltd, a vendor who sold computers to the Company’s subsidiary, filed in the United States District Court for the Southern District of New York against Super Crypto Mining, Inc. and the Company (Case No. 18-cv-11099). The Complaint asserted claims for breach of contract and promissory estoppel against the Company and its subsidiary arising from the subsidiary’s failure to satisfy a purchase agreement.  The Complaint seeks damages in the amount of $1,388,495.

 

On February 4, 2019, pursuant to the Court’s Rules, the Company requested a pre-motion Conference with the Court.  The Company’s time to file its motion to dismiss is stayed until the Court’ holds the pre-motion Conference, which has not yet been scheduled by the Court.

 

Based on the Company’s assessment of the facts underlying the claims, the uncertainty of litigation, and the preliminary stage of the case, the Company cannot estimate the reasonably possible loss or range of loss that may result from this action. However, the Company has established a reserve in the amount of the unpaid portion of the purchase agreement. An unfavorable outcome may have a material adverse effect on the Company’s business, financial condition and results of operations.

 

In November 2012, the Company signed an operating lease agreement for the US headquarters for a period of 7 years with an option to extend for an additional 5 years. In September 2009, the Company's United Kingdom subsidiary signed an agreement for a lease in respect of the UK facility for a period of 15 years with an option to cancel the lease after 10 years on September 2019. In June 201, the Company’s Israeli subsidiary signed an agreement for a lease in respect of the Israel facility for a period of 10 years. In addition, the Company leases 43,062 square-feet of other space domestically that includes office, engineering, laboratory, restaurant and warehouse space in both California and Connecticut. The annual base rent under these leases, payable on a monthly basis, is approximately $1,272,000 during 2019. These leases expire between May 2019 and January 2028.

 

Future non-cancellable rental commitments under operating leases are as follows: 

 

 2019   $1,272,957 
 2020    1,032,302 
 2021    801,305 
 2022    501,411 
 2023    514,895 
 Thereafter    1,582,120 
     $5,704,990 

 

Total rent expense for the years ended December 31, 2018 and 2017 was approximately $1,086,031 and $291,092, respectively.

 

24. STOCKHOLDERS’ EQUITY

 

Preferred Stock

 

The Company is authorized to issue 25,000,000 shares of Preferred Stock $0.001 par value. The Board of Directors has designated 1,000,000 shares as Series A Convertible Preferred Stock (the “Series A Preferred Stock”), 500,000 shares as Series B Convertible Preferred Stock (the “Series B Preferred Stock”). On February 27, 2019, subsequent to December 31, 2018, the Board of Directors designated 2,500 shares as Series C Convertible Redeemable Preferred Stock and the Company filed a Certificate of Designations of Rights and Preferences of Series C Convertible Redeemable Preferred Stock with the Secretary of State of the State of Delaware.

 

On December 21, 2018, the Company filed with the Delaware Secretary of State a Certificate of Elimination eliminating its previous Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock (collectively, the “Preferred Shares”) and returning them to authorized but undesignated shares of the Company’s preferred stock. None of the Preferred Shares was outstanding. The rights, preferences, privileges and restrictions on the remaining authorized 23,497,500 shares of Preferred Stock have not been determined. The Company’s Board of Directors is authorized to create a new series of preferred shares and determine the number of shares, as well as the rights, preferences, privileges and restrictions granted to or imposed upon any series of preferred shares. As of December 31, 2018, there were 125,000 shares of Series B Preferred Stock and no other shares of Preferred Stock issued or outstanding.

 

 F-56 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

Series A Preferred Stock

 

On September 13, 2018, the Company filed a Certificate of Designations of Rights and Preferences (the “Certificate of Designations”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the 10% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”).

 

Dividends on the Series A Preferred Stock shall accrue daily and be cumulative from, and including, the date of original issue and shall be payable monthly on the last day of each calendar month, subject to the terms and conditions set forth in the Certificate of Designations. Dividends accrue at the annual rate of 10%, which is equivalent to $2.50 per annum per share, based on the $25.00 liquidation preference from, and including, the date of original issuance to, but not including, September 30, 2023, or such other date fixed for redemption.

 

On and after September 30, 2023, the Company may, at its option, upon not less than thirty (30) days nor more than sixty (60) days’ written notice, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share of Series A Preferred Stock, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption. In addition, upon the occurrence of a change of control, subject to certain restrictions, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice, redeem the Series A Preferred Stock, in whole or in part, within one hundred twenty (120) days after the first date on which such change of control occurred, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption. There is no mandatory redemption of the Series A Preferred Stock.

 

Holders of the Series A Preferred Stock generally have no voting rights except as set forth in the Certificate of Designations or as otherwise required by law. The holders of Series A Preferred Stock, together with the holders of shares of every other series of Parity Stock upon which like voting rights have been conferred and are exercisable, voting together as a single class regardless of series, shall be entitled to elect two directors to the Company’s board of directors at any annual meeting of stockholders or special meeting held in place thereof. When the Series A Preferred Stock is entitled to vote, such shares are entitled to one vote per share. In any matter in which the Series A Preferred Stock may vote as a single class with any other series of Preferred Stock (as may be required by law), each share of Series A Preferred Stock shall be entitled to one vote per $25.00 of stated liquidation preference.

 

Series B Preferred Stock

 

On March 9, 2017, the Company entered into a Preferred Stock Purchase Agreement with Philou, a related party. Pursuant to the terms of the Preferred Stock Purchase Agreement, Philou may invest up to $5,000,000 in the Company through the purchase of Series B Preferred Stock over the term of 36 months.

 

Each share of Series B Preferred Stock has a stated value of $10.00 per share. Each share of Series B Preferred Stock may be convertible at the holder’s option into shares of common stock of the Company at a conversion rate of $14.00 per share, upon the earlier to occur of: (i) 60 months from the closing date, or (ii) upon the filing by the Company of one or more periodic reports that, singly or collectively, evidence that the Company’s gross revenues have reached no less than $10 million in the aggregate, on a consolidated reporting basis, over four consecutive quarters in accordance with U.S. GAAP. The conversion price will be subject to standard anti-dilution provisions in connection with any stock split, stock dividend, subdivision or similar reclassification of the common stock.

 

 F-57 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

Each share of Series B Preferred Stock shall have the right to receive dividends equal to one ten millionth (0.0000001) of earnings before interest, taxes, depreciation, amortization and stock-based compensation (“EBITDAS”) calculated for a particular calendar year. Assuming the purchase of the entire $5,000,000 of shares of Preferred Stock, the holders thereof will be entitled to receive dividends equal to five percent (5%) in the aggregate of EBITDAS. Payment of dividends shall be calculated for a calendar year, payable on a quarterly basis, with payments to occur no later than 90 days in arrears from each reporting period subject to a year-end reconciliation. EBITDAS shall mean earnings before interest, taxes, depreciation, amortization, and stock-based compensation. 

 

At such time as (i) all shares of common stock issuable upon conversion of all outstanding shares of Series B Preferred Stock (the “Conversion Shares”) shall have been registered for resale pursuant to an effective Registration Statement covering such Conversion Shares, (ii) but no earlier than the twenty-fifth (25th) anniversary of the effective date, the shares of Series B Preferred Stock shall be subject to redemption in cash at the option of the Company in an amount per share equal to 120% of the greater of (a) the stated value plus all accrued and unpaid dividends, if any and (b) the fair market value of such shares of Series B Preferred Stock.

 

In addition, for each share of Series B Preferred Stock purchased, Philou will receive warrants to purchase shares of common stock in a number equal to the stated value of each share of Series B Preferred Stock purchased divided by $0.70, at an exercise price equal to $14.00 per share of common stock. The warrants do not require a net cash-settlement or provide the holder with a choice of net-cash settlement. The warrants also do not contain a variable settlement provision. Accordingly, any warrants issued to Philou pursuant to the terms of the Preferred Stock Purchase Agreement shall be classified as equity instruments.

 

Further, Philou shall have the right to participate in the Company’s future financings under substantially the same terms and conditions as other investors in those respective financings in order to maintain its then percentage ownership interest in the Company. Philou’s right to participate in such financings shall accrue and accumulate provided that it still owns at least 100,000 shares of Series B Preferred Stock.

 

Between March 24, 2017 and June 2, 2017, Philou purchased 100,000 shares of Series B Preferred Stock pursuant to the Preferred Stock Purchase Agreement in consideration of the cancellation of the Company debt due to Philou in the aggregate amount of $500,000 and cash of $500,000. In addition, Philou received warrants to purchase 102,041 shares of common stock at an exercise price of $14.00 per share of common stock, which have been classified as equity instruments. The Company determined that the estimated relative fair value of these warrants, which are classified as equity, was $401,399 using the Black-Scholes option pricing model. Since the warrants were classified as equity securities, the Company allocated the $1,000,000 purchase price based on the relative fair values of the Series B Preferred Stock and the warrants following the guidance in ASC No. 470, Debt.

 

On April 24, 2018, pursuant to the terms of the Preferred Stock Purchase Agreement, Philou purchased an additional 25,000 shares of Series B Preferred Stock in consideration of the cancellation of short-term advances due to Philou in the aggregate amount of $250,000. In addition, Philou received warrants to purchase 25,510 shares of common stock at an exercise price of $14.00 per share of common stock. The Company determined that the estimated relative fair value of these warrants, which are classified as equity, was $141,951 using the Black-Scholes option pricing model. Since the warrants were classified as equity securities, the Company allocated the $250,000 purchase price based on the relative fair values of the Series B Preferred Stock and the warrants.

 

The Series B Convertible Preferred Stock is convertible at any time, in whole or in part, at the option of Philou, into shares of common stock at a fixed conversion price, which is subject to adjustment for stock splits, stock dividends, combinations or similar events, of $14.00 per share. As the effective conversion price of the Series B Convertible Preferred Stock on a converted basis was below the market price of the Company’s common stock on the date of issuance, it was determined that these discounts represent beneficial conversion features. During the years ended December 31, 2018 and 2017, the Company valued the BCF at $108,049 and 265,054, respectively, based on the difference between the effective conversion price and the market price of the Company’s common stock on the date of issuance. These features are analogous to preference dividends and are recorded as a non-cash return to preferred stockholders through accumulated deficit.

 

 F-58 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

Series C Preferred Stock

 

Between May 24, 2017 and June 19, 2017, the Company entered into subscription agreements (the “Series C Subscription Agreement”) with approximately twenty accredited investors (the “Series C Investors”) in connection with the sale of twenty-one Units at a purchase price of $52,000 per Unit raising in the aggregate $1,092,000 with each Unit consisting of 21,667 shares of Series C Preferred Stock and Warrants to purchase 4,333 shares of common stock. Divine acted as the Company’s placement agent. 

 

Each share of Series C Preferred Stock had a stated value of $2.40 per share. Five shares of Series C Preferred Stock were convertible at the holder’s option into one share of Common Stock of the Company. As the effective conversion price of the Series C Convertible Preferred Stock on a converted basis was below the market price of the Company’s common stock on the date of issuance, it was determined that these discounts represent beneficial conversion features, which were valued at $319,128 and recognized as a deemed dividend, based on the difference between the effective conversion price and the market price of the Company’s common stock on the date of issuance.

 

Each share of Series C Preferred Stock had the right to receive dividends equal $0.24 per share per annum as declared by the Company’s Board of Directors. The dividends were payable on a quarterly basis on the 20th day following each calendar quarter.

  

During December 2017, pursuant to the conversion terms of the Series C Preferred Stock, all of the Series C Investors elected to convert their 455,002 shares of Series C Preferred Stock into 91,000 shares of the Company’s common stock. Additionally, of the 91,000 warrants that were issued in conjunction with the Series C Subscription Agreements, the Company issued 80,167 shares of its common stock upon cash-based exercises that resulted in gross proceeds to the Company of $1,603,000 and issued 3,545 shares of its common stock upon the cashless exercise of a warrant to purchase 4,333 shares of common stock.

 

Series D Preferred Stock

 

 On June 2, 2017, pursuant to the terms of the Share Exchange Agreement, the Company acquired 1,603,434 shares of the issued and outstanding common stock of Microphase Common Stock in exchange for the issuance by the Company of 92,122 shares of the Company’s Common Stock, 378,776 shares of the Company’s Series D Preferred Stock and warrants to purchase an aggregate of 50,000 shares of the Company’s Common Stock.

 

In the event the Company shall liquidate, dissolve or wind up, the holders of Series D Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of the Common Stock, the Company’s Series A Preferred Stock, or to the holders of any other junior series of preferred stock, by reason of their ownership thereof and subject to the rights of the Company’s Series B Preferred Stock, Series C Preferred Stock and any other class or series of Company stock subsequently issued that ranks senior to the Series D Preferred Stock, an amount per share in cash or equivalent value in securities or other consideration equal to its Stated Value of $0.01 per share.

 

The holders of Series D Preferred Stock shall not be entitled to receive dividends and shall have no voting rights except as otherwise required by law. Upon the stockholders of DPW Common Stock approving the conversion of the Series D Preferred Stock into shares of DPW Common Stock in connection with the acquisition of MPC Common Stock and for purposes of compliance with Rule 713 of the NYSE American, then each share of Series D Preferred Stock shall automatically be converted into 37,878 shares of DPW Common Stock.

 

 F-59 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

Series E Preferred Stock

 

On June 2, 2017, pursuant to the terms of the Share Exchange Agreement and in consideration of legal services, Microphase issued a $450,000 8% promissory note with a maturity date of November 25, 2017 to an unsecured creditor, Lucosky Brookman, LLP (the “Lucosky Note”). In conjunction with the issuance of the Lucosky Note, the Company issued Lucosky Brookman 10,000 shares of Series E Preferred Stock with a stated value equal to forty-five dollars ($45.00) per share. The Company, at its option, may redeem for cash, in whole or in part, at any time and from time to time, the shares of Series E Preferred Stock at the time outstanding, upon written notice to the holder of the shares, at a cash redemption price equal to $45 multiplied by the number of shares being redeemed. Any such optional redemption by the Company shall be credited against the Lucosky Note.

 

In the event the Company shall liquidate, dissolve or wind up, the holders of Series E Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of the DPW Common Stock, the Company’s Series A Preferred Stock, or to the holders of any other junior series of preferred stock, by reason of their ownership thereof and subject to the rights of the Company’s Series B Preferred Stock, Series C Preferred Stock and any other class or series of Company stock subsequently issued that ranks senior to the Series E Preferred Stock an amount per share in cash or equivalent value in securities or other consideration equal to $0.01 per share. The holders of Series E Preferred Stock shall not be entitled to receive dividends and shall have no voting rights except as otherwise required by law. Subject to the stockholders of DPW Common Stock of the Company approving the conversion of the Series E Preferred Stock into shares of Common Stock in connection with the acquisition of MPC Common Stock and for purposes of compliance with Rule 713 of the NYSE American, then each share of Series E Preferred Stock may be converted into sixty (60) shares of DPW Common Stock, for an aggregate of 30,000 shares of DPW Common Stock. On December 29, 2017, the Lucosky Note was satisfied through the conversion of the 10,000 shares of Series E Preferred Stock into 30,000 shares of the Company’s common stock.

 

Common Stock

 

Common stock confers upon the holders the rights to receive notice to participate and vote in the general meeting of stockholders of the Company, to receive dividends, if and when declared, and to participate in a distribution of surplus of assets upon liquidation of the Company. The Class B common stock carries the voting power of 10 shares of Class A common stock.

 

2018 Issuances

 

Issuance of Common Stock pursuant to the At the Market Offering

 

On February 27, 2018, the Company entered into a sales agreement with H.C. Wainwright & Co., LLC (“HCW”) to sell shares of the Company’s common stock, having an aggregate offering price of up to $50 million from time to time, through an “at the market offering” program (the “HCW ATM Offering”) under which HCW acts as sales agent. Between February 27, 2018 and December 31, 2018, the Company had received gross proceeds of $19,022,416 through the sale of 1,062,096 shares of the Company’s common stock through the HCW ATM Offering. The offer and sale of the shares through the HCW ATM Offering were made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-222132) filed with the SEC on December 18, 2017, amended on January 8, 2018, and declared effective by the SEC on January 11, 2018, and a prospectus supplement related to the HCW ATM Offering, dated February 27, 2018. The HCW ATM Offering was terminated effective September 23, 2018.

 

In connection with the termination of the HCW ATM Offering, HCW released DPW from the right of first refusal provisions set forth in the sales agreement. In consideration for the release, the Company issued HCW 25,000 shares of its common stock, which have been recorded in additional paid in capital, and to pay HCW a fee until February 28, 2020 of three percent fee of aggregate gross proceeds received on future financings by the Company and a one percent fee of aggregate gross proceeds received on future financings by the Company’s subsidiaries.

 

 F-60 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

On October 10, 2018, the Company entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Wilson-Davis & Co., Inc., as sales agent (the “Agent”) to sell shares of its Common Stock, having an aggregate offering price of up to $25,000,000 (the “Shares”) from time to time, through an “at the market offering” program (the “WDCO ATM Offering”). Through December 31, 2018, we had received gross proceeds of $1,637,054 through the sale of 372,109 shares of our common stock through the WDCO ATM Offering. The offer and sale of the shares through the WDCO ATM Offering were made pursuant to our then effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-222132) filed with the SEC on December 18, 2017, amended on January 8, 2018, and declared effective by the SEC on January 11, 2018, and a prospectus supplement related to the WDCO ATM Offering, dated October 15, 2018.

 

Issuance of Common Stock for Services

 

During the year ended December 31, 2018, the Company issued to its consultants a total 184,153 shares of its common stock with an aggregate value of $3,740,888, an average of $20.31 per share for services rendered.

 

Issuance of common stock for conversion of debt

 

On January 3, 2018, accrued interest of $23,250 on the 10% Convertible Notes was satisfied through the issuance of 1,938 shares of the Company’s common stock.

 

On January 10, 2018, principal and accrued interest of $202,000 and $5,723, respectively, on the 12% Convertible Note was satisfied through the issuance of 18,884 shares of the Company’s common stock (See Note 22c).

 

On January 12, 2018, principal and accrued interest of $550,000 and $2,987, respectively, on the 5% Convertible Note was satisfied through the issuance of 46,082 shares of the Company’s common stock (See Note 22b).

 

On February 9, 2018, principal and accrued interest of $1,250,000 and $133,884, respectively, on the January 2018 10% Convertible Note was satisfied through the issuance of 34,597 shares of the Company’s common stock (See Note 22e).

 

During December 2018, principal and accrued interest of $18,865 and $259,408, respectively, on the 10% Convertible Note was satisfied through the issuance of 109,724 shares of the Company’s common stock (See Note 22a).

 

Issuances of Common Stock upon Exercise of Stock Options

 

During January 2018, the Company issued a total of 3,000 shares of its common stock upon the cash exercise of options. These options were issued pursuant to the Company’s Plans. The Company received cash of $97,800 as a result of these option exercises.

 

Issuances of Common Stock upon Exercise of Warrants

 

During January 2018, the Company issued a total of 93,324 shares of its common stock upon the cash and cashless exercise of warrants to purchase an aggregate of 109,382 shares of its common stock. These warrants were issued between August 2017 and December 2017 in conjunction with various common stock and debt financings. The Company received cash of $867,166 as a result of these warrant exercises.

 

On May 8, 2018, the Company issued 13,958 shares of common stock pursuant a cashless exercise of warrants issued to Divine Capital Markets, LLC, its Placement Agent (the “Placement Agent”) for the 2017 private placement of the Series C Preferred Stock and warrants. For its services, the Placement Agent received, a warrant to purchase 9,100 shares of the Company’s common stock at $14.40 per share and a second warrant to purchase 9,100 shares of the Company’s common stock at $20.00 per share.

 

 F-61 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

Issuances of common stock in connection with convertible notes

 

On February 9, 2018, in conjunction with the securities purchase agreement to sell the January 2018 10% Convertible Note in the principal amount of $1,250,000 the Company issued 27,174 shares of restricted common stock to the institutional investor (See Note 22b). 

 

On April 16, 2018, in conjunction with the securities purchase agreements to sell the 12% April 2018 Convertible Note in the principal amount of $1,722,222, the Company issued 10,046 shares of restricted common stock to the institutional investor (See Note 22d).

 

On May 15, 2018, in conjunction with the securities purchase agreement to sell the 10% Convertible Note in the principal amount of $6,000,000 the Company issued 17,241 shares of restricted common stock to the institutional investor (See Note 22a). On August 10, 2018, pursuant to an amendment to the 10% Convertible Note entered into on July 2, 2018, the Company is required to issue an additional 31,000 shares of restricted common stock to the holder of the note.

 

On July 2, 2018, in conjunction with the securities purchase agreement to sell the Second 10% Convertible Note in the principal amount of $1,000,000 the Company issued 20,000 shares of restricted common stock to the institutional investor (See Note 22a).

 

On August 16, 2018, in conjunction with the securities purchase agreements to sell secured promissory notes in the aggregate principal face amount of $1,272,600, the Company issued 20,000 shares of restricted common stock to the institutional investors (See Note 20h).

 

During September 2018, in conjunction with the securities purchase agreements to sell secured promissory notes in the aggregate principal face amount of $789,473, the Company issued 22,500 shares of restricted common stock to the institutional investors (See Note 20i).

 

On October 11, 2018, in conjunction with the securities purchase agreements to secured promissory note in the aggregate principal face amount of $565,000, the Company issued 20,000 shares of restricted common stock to the institutional investor (See Note 20j).

 

Issuances of Common Stock upon Conversion of Series D Preferred Stock

 

During the year ended December 31, 2018, pursuant to the conversion terms of the Series D Preferred Stock, 378,776 shares of the Series D Preferred Stock were converted into 37,878 shares of the Company’s common stock.

 

Issuances of Common Stock for cash and cancellation of short-term advances

 

On October 5, 2017, Ault & Company purchased 3,750 shares of the Company’s common stock at $12.00 per share and a warrant to purchase up to 3,750 shares of the Company’s common stock at $12.00 per share for an aggregate purchase price of $45,000. The shares and warrants were issued by the Company on May 8, 2018.  Ault & Company is controlled by Mr. Milton Ault, the Company’s Chairman and Chief Executive Officer.

 

On May 15, 2018, the Company entered into securities purchase agreements with certain investors in which the Company sold an aggregate of 384,589 shares of its common stock, 206,730 for cash and 177,858 for the cancellation of short-term advances, and five-year warrants to purchase such number of shares of common stock equal to the shares of common stock purchased by the investors. The Company received aggregate consideration of $5,999,584, consisting of cash and the cancellation of short-term advances of $3,225,000 and $2,774,584, respectively. These securities were issued pursuant to our registration statement filed with the Securities and Exchange Commission (File No. 333-222132) which became effective on January 11, 2018.

 

 F-62 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

Treasury Stock

 

The Company utilizes the cost method of accounting for treasury stock. The cost of reissued shares is determined under the last-in, first-out method. The Company purchased 2,750 shares for $57,748 during the year ended December 31, 2018. 

 

2017 Issuances

 

Issuances of Common Stock for Cash or a Combination of Cash and Cancellation of Debt

 

On March 15, 2017, Company entered into a subscription agreement with a related party for the sale of 25,000 shares of common stock at $12.00 per share for the aggregate purchase price of $300,000.

 

On July 24, 2017, we entered into subscription agreements with six investors, and on July 25, 2017 we entered into a securities purchase agreement with an institutional investor, under which we agreed to issue and sell in the aggregate 42,568 shares of common stock to the investors at $11.00 per share for an aggregate purchase price of $468,250. Of the aggregate purchase price of $468,250, $445,250 was paid in cash and $23,000, which represented 2,091 of the total shares of common stock sold, was in consideration for the cancellation of debt of the Company. The company granted warrants to purchase 5,455 shares of common stock to two of the investors that entered into the subscription agreements at $15.00 per share. In a concurrent private placement, we sold to the institutional investor warrants to purchase an aggregate of 8,182 shares of the Company’s common stock at an exercise price equal to $11.00 per share.

 

On October 18, 2017, the Company entered into subscription agreements with five investors, under which we agreed to issue and sell in the aggregate 22,612 shares of common stock to the investors at $13.40 per share for an aggregate purchase price of $303,000. $210,000 of the purchase price was paid in cash and $93,000, which represented 6,940 of the total shares of common stock sold, was paid through the cancellation of debt incurred by the Company.

 

On November 7, 2017, the Company entered into subscription agreements with investors under which the Company agreed to issue and sell in the aggregate 36,250 shares of common stock to the investors at $12.00 per share for an aggregate purchase price of $435,000. $280,000 of the aggregate purchase price was paid in cash and $155,000, which represented 12,917 of the total shares of common stock sold, was paid through the cancellation of debt incurred by the Company.

 

On December 5, 2017, the Company entered into subscription agreements with investors for the sale of 32,000 shares of common stock at $25.00 per share for the aggregate purchase price of $800,000. The direct offering closed December 13, 2017.

 

In aggregate, the above transactions resulted in the issuance of 136,482 shares of common stock for cash proceeds, net of $72,769 in financing costs, of $1,962,481 and the issuance of 21,498 shares of common stock for the cancellation of $271,000 in debt incurred by the Company.

 

Issuances of Common Stock for Services

 

On March 8, 2017, the Company issued an aggregate of 12,547 shares of its common stock as payment for services to a consultant. The shares were valued at $10, an average of $0.80 per share.

 

Between May 9, 2017 and June 18, 2017, the Company issued an aggregate of 47,808 shares of its common stock as payment for services to its consultant. The shares were valued at $498,769, an average of $10.40 per share.

 

Between August 21, 2017 and September 5, 2017, the Company issued an aggregate of 29,032 shares of its common stock as payment for services to its consultants. The shares were valued at $363,613, an average of $12.40 per share.

 

 F-63 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

Between October 3, 2017 and December 28, 2017, the Company issued an aggregate of 30,600 shares of its common stock as payment for services to its consultants. The shares were valued at $790,320, an average of $25.80 per share. 

 

In aggregate, during the year ended December 31, 2017, the Company issued a total of 108,067 shares of its common stock, with a value of $1,662,702, to its consultants for services.

 

Issuance of common stock for conversion of debt

 

Between February 16, 2017 and February 23, 2017, the Company issued 33,333 shares of its common stock, an extinguishment price of $12.00 per share, for the cancellation of $400,000 in demand promissory notes.

 

On April 5, 2017, the Company issued 18,000 shares of its common stock, at a price of $15.00 per share, for the cancellation of $270,000 in demand promissory notes.

 

On June 28, 2017, the Company issued 9,455 shares of its common stock, at a price of $11.00 per share, for the cancellation of a 7% convertible promissory note in the principal amount of $104,000.

 

On June 28, 2017, the holders of $55,000 of in short-term loans agreed to cancel their notes for the purchase of 5,000 shares of the Company’s common stock at a price of $11.00 per share.

 

On July 28, 2017, an institutional investor agreed to cancel two promissory notes in the aggregate amount of $145,000 for the issuance of 13,180 shares of the Company’s common stock at a price of $11.00 per share.

 

During the period from November 27, 2017 to December 6, 2017, the entire $530,000 of principal on the Convertible Note was satisfied through the issuance of 48,182 shares of the Company’s common stock (See Note 20).

 

On December 13, 2017 and December 14, 2017, the entire $1,111,000 of principal on the November 5% Convertible Note was satisfied through the issuance of 92,583 shares of the Company’s common stock (See Note 22f).

 

On December 28, 2017, principal and accrued interest of $198,000 and $4,818, respectively, on the 12% Convertible Note was satisfied through the issuance of 18,438 shares of the Company’s common stock (See Note 22c).

 

During December 2017, the entire principal and accrued interest of $880,000 and $54,452, respectively, on the 10% Convertible Notes was satisfied through the issuance of 77,871 shares of the Company’s common stock (See Note 22g).

 

Issuances of Common Stock upon Exercise of Stock Options

 

Between December 4, 2017 and December 22, 2017, the Company issued a total of 361,458 shares of its common stock upon the cash and cashless exercise of options to purchase an aggregate of 363,500 shares of its common stock. These options were issued pursuant to the Company’s Plans. The Company received cash of $557,360 as a result of these option exercises.

 

Issuances of Common Stock upon Exercise of Warrants

 

Between November 27, 2017 and December 28, 2017, the Company issued a total of 93,593 shares of its common stock upon the cash and cashless exercise of warrants to purchase an aggregate of 105,673 shares of its common stock. These warrants were issued between November 2016 and August 2017 in conjunction with various common stock and debt financings. The Company received cash of $642,603 as a result of these warrant exercises.

 

 F-64 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

During December 2017, in conjunction with the Series C Subscription Agreements, the Company issued 80,167 shares of its common stock upon cash-based exercises that resulted in gross proceeds to the Company of $1,603,335 and issued 3,545 shares of its common stock upon the cashless exercise of a warrant to purchase 4,333 shares of common stock. 

 

In aggregate, the Company received gross proceeds of $2,245,938 from the issuance of 177,305 shares of common stock in connection with warrant exercises.

 

Issuances of common stock in connection with convertible notes

 

On November 2, 2017, in conjunction with the securities purchase agreement to sell the November 5% Convertible Note in the principal amount of $1,111,000 the Company issued 15,000 shares of restricted common stock to the institutional investor.

 

On December 4, 2017, in conjunction with the securities purchase agreement to sell the 5% Convertible Note in the principal amount of $550,000, the Company issued 7,500 shares of restricted common stock to the institutional investor.

 

Issuance of common stock for domain name

 

On July 7, 2017, the Company entered into an asset purchase agreement to acquire the intellectual property of Coolisys.com, consisting of the common law rights associated with the trademarks and name as well as the domain name and content of www.Coolisys.com. The aggregate purchase price of $81,000 was comprised of 2,500 shares of common stock, valued at $31,000 based on the closing price of the Common Stock on the date of the acquisition, and cash of $50,000.

 

Issuance of common stock and warrants in satisfaction of subsidiary debt

 

On December 5, 2017, the Company entered into an exchange agreement with several accredited investors for the cancellation of $690,000 in outstanding principal on the 10% Short-Term Notes. In December 2016, Microphase issued $705,000 in 10% Short-Term Notes. The 10% Short-Term Notes were due one year from the date of issuance. The amount due pursuant to the 10% Short-Term Notes is equal to the entire original principal amount multiplied by 125% (the “Loan Premium”) plus accrued interest. In exchange for the cancellation of $690,000 of outstanding principal and $250,000 of accrued loan premiums and interest owed to the investors by Microphase Corporation, the Company entered into the exchange agreement pursuant to which the Company issued an aggregate of 76,193 shares of common stock and warrants to purchase 19,023 shares of common stock with an exercise price of $22.00 per share of common stock, (See Note 20l).

 

Issuance of common stock for acquisition of debt due from related party

 

On December 5, 2017, the Company entered into an exchange agreement with WT Johnson, pursuant to which the Company issued to WT Johnson convertible promissory notes in the principal amount of $2,267,766. During December 2017, the Company issued 30,000 shares of its common stock upon the conversion of the promissory notes.

 

 

25. INCOME TAXES

 

On December 22, 2017, the United States enacted significant changes to U.S. tax law following the passage and signing of H.R.1, “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the “Tax Act”). Introduced initially as the Tax Cuts and Jobs Act, the Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018 (the “Act”) was enacted on December 22, 2017. The Act applies to corporations generally beginning with taxable years starting after December 31, 2017 and reduces the corporate tax rate from a graduated set of rates with a maximum 35% tax rate to a flat 21% tax rate. Additionally, the Act introduces other changes that impact corporations, including a net operating loss (“NOL”) deduction annual limitation, an interest expense deduction annual limitation, elimination of the alternative minimum tax, and immediate expensing of the full cost of qualified property. The Act also introduces an international tax reform that moves the U.S. toward a territorial system, in which income earned in other countries will generally not be subject to U.S. taxation. However, the accumulated foreign earnings of certain foreign corporations will be subject to a one-time transition tax, which can be elected to be paid over an eight-year tax transition period, using specified percentages, or in one lump sum. NOL and foreign tax credit (“FTC”) carryforwards can be used to offset the transition tax liability. The Company does not expect that this change will have an impact on the Company as it has not earned taxable income in the past and it has significant NOL carryforwards. The application of this rate reduction to the ending deferred tax assets and deferred tax liabilities impacted our expense for income taxes in 2017 by $1,138,845 which was fully offset by a corresponding change to our valuation allowance.  We applied the guidance in SAB 118 when accounting for the enactment-date effects of the Act in 2017 and throughout 2018. At December 31, 2017, we had not completed our accounting for all of the enactment-date income tax effects of the Act under ASC 740, Income Taxes. At December 31, 2018, we have now completed our accounting for all of the enactment-date income tax effects of the Act. During 2018 we did not need to adjust to the provisional amounts recorded at December 31, 2017. The 2017 and 2018 impacts of the enactment of the Tax Act are reflected in the tables below.

 

 F-65 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes. Significant components of the Company's deferred tax assets are as follows:

 

   2018   2017 
Current        
   Foreign  $134,017   $— 
   Federal   —    — 
   State   —    — 
Total Current  $134,017      
Deferred          
Foreign   (52,134)  $— 
Federal   (158,482)   (78,393)
State   —    — 
Total Deferred  $(210,616)  $(78,393)
Income tax (benefit)  $(76,599)  $(78,393)

  

The Company had Federal and state net operating loss carryforwards of approximately $43,051,999 and $7,960,184 at December 31, 2018 and December 31, 2017 respectively, available to offset future taxable income, expiring at various times starting in 2022 through 2039. The net operating loss generated in 2018 will carryforward indefinitely. In accordance with Section 382 of the Internal Revenue Code, the future utilization of the Company’s net operating loss to offset future taxable income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future. Management believes that such an ownership change may have occurred during 2017. The Company has estimated the Section 382 annual limitation due to this ownership change to be approximately $157,433. This has been used to reduce the amount of the net operating losses that have limited carryforward periods.

 

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available and due to the last five years significant losses there is substantial doubt related to the Company’s ability to utilize its deferred tax assets, the Company recorded a full valuation allowance of the deferred tax asset. For the year ended December 31, 2018, the valuation allowance has increased by $4,887,148.

 

 F-66 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

The 2015 tax year remains open to examination by the Internal Revenue Service (“IRS”) and the 2014 through 2015 tax years remain open to examination by the California Franchise Tax Board (“FTB”) and the Connecticut Department of Revenue (“CDR”). The IRS, FTB and CDR have the authority to examine those tax years until the applicable statute of limitations expires and the years with net operating loss carryovers when such carryovers are used. Returns for tax years 2016, 2017 and 2018 have not been filed.

 

As of December 31, 2018, the Company’s foreign subsidiaries had accumulated losses for income tax purposes in the amount of approximately $1,808,466. All of the Company’s international accumulated losses were generated in the United Kingdom and Israel which have statutory tax rates of 20% and 7.5% respectively. These net operating losses may be carried forward and offset against taxable income in the future for an indefinite period. 

 

The net income tax benefit consists of the following:

 

   2018   2017 
Current        
   Foreign  $134,017   $— 
   Federal   —    — 
   State   —    — 
Total Current  $134,017      
Deferred          
Foreign   (52,134)  $— 
Federal   (158,482)   (78,393)
State   —    — 
Total Deferred  $(210,616)  $(78,393)
Income tax (benefit)  $(76,599)  $(78,393)

  

The Company’s effective tax rates were (0.3%) and (0.8%) for the years ended December 31, 2018 and 2017, respectively. During the year ended December 31, 2018, the effective tax rate differed from the U.S. federal statutory rate primarily due to the change in the valuation allowance and the effect of changes in tax rates in future periods. The reconciliation of income tax attributable to operations computed at the 2018 and 2017 U.S. Federal statutory income tax rates of 21% and 34% respectively to income tax expense is as follows:

 

   2018   2017 
Tax benefit at U.S. Federal statutory tax rate   (21.0%)   (34.0%)
Increase (decrease) in tax rate resulting from:          
Effect of change in tax rates   1.8%   12.0%
Effect of Section 382 limitation   4.9%   0.0%
Increase in valuation allowance   15.1%   17.0%
Nondeductible meals & entertainment expense and other   0.9%   6.1%
State taxes, net of federal benefit   (2.4%)   (4.5%)
Foreign rate differential   0.3%   0.7%
Stock compensation expense   (0.1%)   1.9%
Effective tax rate   (0.3%)   (0.8%)

  

The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25. ASC No. 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC No. 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. To the extent that the final tax outcome of these matters is different than the amount recorded, such differences impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. ASC No. 740-10-25 also requires management to evaluate tax positions taken by the Company and recognize a liability if the Company has taken uncertain tax positions that more likely than not would not be sustained upon examination by applicable taxing authorities. Management of the Company has evaluated tax positions taken by the Company and has concluded that as of December 31, 2018 and 2017, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability that would require disclosure in the financial statements.

 

 F-67 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

 26. RELATED PARTY TRANSACTIONS

 

a.The Company has made a strategic investment in AVLP in expectation of future business generated by the Company from MTIX Ltd., an advanced materials and processing technology company located in Huddersfield, West Yorkshire, UK (“MTIX”), a wholly-owned subsidiary of AVLP. The Company’s investments in AVLP consist of convertible promissory notes, warrants and shares of common stock of AVLP. On September 6, 2017, the Company and AVLP entered into a Loan and Security Agreement (“AVLP Loan Agreement”) with an effective date of August 21, 2017 pursuant to which the Company will provide AVLP a non-revolving credit facility of up to $10 million for a period ending on August 21, 2019, subject to the terms and conditions stated in the Loan Agreement, including that the Company having available funds to grant such credit. At December 31, 2018, the Company has provided loans to AVLP in the principal amount $6,943,997 and, in addition to the 12% convertible promissory notes, AVLP has issued to the Company warrants to purchase 13,887,994 shares of AVLP common stock. Under the terms of the AVLP Loan Agreement, any notes issued by AVLP are secured by the assets of AVLP. As of December 31, 2018 and 2017, the Company recorded contractual interest receivable attributed to the AVLP Loan Agreement of $1,004,317 and $324,000, respectively.

 

During the year ended December 31, 2018 and 2017, the Company also acquired in the open market 430,942 shares of AVLP common stock for $417,169 and 221,333 shares of AVLP common stock for $191,782 respectively. At December 31, 2018, the closing market price of AVLP’s common stock was $0.90, a decline from $1.75 at December 31, 2017. The Company has determined that its investment in AVLP marketable equity securities are accounted for pursuant to the fair value method and based upon the closing market price of common stock at December 31, 2018, the amount of the Company’s unrealized gain is $119,329.

 

Philou is AVLP’s controlling stockholder. Mr. Ault is Chairman of AVLP’s Board of Directors and the Chairman of the Company’s Board of Directors. Mr. William B. Horne is the Chief Financial Officer of AVLP and the Chief Financial Officer and a director of the Company.

 

During the years ended December 31, 2018 and 2017, the Company recognized $3,907,280 and $173,751, respectively, in revenues resulting from its relationship with MTIX, which was acquired by AVLP on August 22, 2017 and is therefore deemed to be a related party. In March 2017, the Company was awarded a 3-year, $50 million purchase order by MTIX to manufacture, install and service the Multiplex Laser Surface Enhancement (“MLSE”) plasma-laser system. Management believes that the MLSE purchase order will be a source of revenue and generate significant cash flows for the Company. However, at December 31, 2018, $3,887,000 in revenues recognized during the years ended December 31, 2018 and 2017, had not yet been received and was reflected on the financial statements as accounts receivable, related party. Subsequent to year end the Company received $2,676,219 for manufacturing services performed on the first MLSE system.

 

b.

On April 13, 2018, the Company entered into an amended and restated consulting agreement with Mr. Ault pursuant to which the parties thereto agreed to amend and restate that certain independent contractor agreement dated September 22, 2016, by and between the Company and Mr. Ault. In accordance with the terms set forth in the Agreement, Mr. Ault shall continue to serve as the Company’s Chief Executive Officer and Chairman of the Board of Directors in consideration of a monthly fee of $33,333, effective November 15, 2017. On June 17, 2018, the Company entered into a ten-year executive employment agreement with Mr. Ault.  For his services, Mr. Ault will be paid a base salary of $400,000 per annum. For his services, Mr. Ault was paid $400,000 and $207,500, respectively, during the years ended December 31, 2018 and 2017.

 

 F-68 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

c.On March 9, 2017, the Company entered into a Preferred Stock Purchase Agreement with Philou. Pursuant to the terms of the Preferred Stock Purchase Agreement, Philou may invest up to $5,000,000 in the Company through the purchase of Series B Preferred Stock over 36 months. Philou has purchased 125,000 shares of Series B Preferred Stock pursuant to the terms of the Purchase Agreement, the most recent purchase having occurred on April 24, 2018 for the purchase of 25,000 shares of Series B Preferred Stock.

 

d.Between July 6, 2017 and September 30, 2018, Milton C. Ault, III, the Company’s Chairman and Chief Executive Officer, personally guaranteed the repayment of (i) $8,218,000 from the sale of Advances on Future Receipts (ii) and $4,781,000 from the sale of the promissory notes. These personal guarantees were necessary to facilitate the consummation of these financing transactions. Mr. Ault’s payment obligations would be triggered if the Company failed to perform under these financing obligations. Our board of directors has agreed to compensate Mr. Ault for his personal guarantees. The amount of annual compensation for each of these guarantees, which will be in the form of non-cash compensation, is approximately 1.5% of the amount of the obligation.

 

e.During the year ended December 31, 2017, DP Lending made loans to Alzamend Neuro, Inc. (“Alzamend”), in the amount of $44,000. AVLP is a party to a management services agreement pursuant to which AVLP provides management, consulting and financial services to Alzamend. The outstanding principal under these loans was repaid during 2018. As additional consideration, the Company received a warrant to purchase 22,000 shares of Alzamend’s common stock at an exercise price of $0.30 per share of common stock.

 

f.

On December 5, 2017, the Company entered into an exchange agreement with WT Johnson pursuant to which the Company issued to WT Johnson two convertible promissory notes in the principal amount of $600,000 (“Note A”) and $1,667,766 (“Note B”), in exchange for cancellation of amounts due to WT Johnson by MTIX Ltd., a related party of the Company.

 

During December 2017, the Company issued 30,000 shares of its common stock to WT Johnson & Sons upon the conversion of Note A and WT Johnson subsequently sold the 30,000 shares. The proceeds from the sale of Note A were sufficient to satisfy the entire $2,267,766 obligation as well as an additional $400,500 of value added tax due to WT Johnson. Concurrent with entering into the exchange agreement, the Company received a promissory note in the amount of $2,667,766 from MTIX. At December 31, 2017, the Company has valued the note receivable at $600,000, the carrying amount of Note A. The Company will recognize the remainder of the amount due from MTIX upon payment of the promissory note by MTIX.

 

g.

Between May 5, 2017 and June 30, 2017, the Company received additional short-term loans of $140,000 from four accredited investors of which $75,000 was from the Company’s corporate counsel, a related party. As additional consideration, the investors received five-year warrants to purchase 11,219 shares of common stock at a weighted average exercise price of $15.40 per share. On June 28, 2017, $52,000 in short-term loans that was received from the related party was converted into one of the Series C Units (See Note 24) and on July 24, 2017, the remaining $23,000 in short-term loans was converted in 2,091 shares of the Company’s common stock in conjunction with the subscription agreements that the Company entered into with six investors (See Note 20h).

 

h.During the year ended December 31, 2017, our President, Amos Kohn, purchased certain real property that will serve as a facility for the Company’s business operations in Israel. The Company made $300,000 of payments to the seller of the property and received a 28% undivided interest in the real property (“Property’). The Company’s subsidiary, Coolisys, entered into a Trust Agreement and Tenancy In Common Agreement with Roni Kohn, who owns a 72% interest in the Property, is the daughter of Mr. Kohn and is an Israeli citizen. The Property was purchased to serve as a residence/office facility for the Company in order to oversee its European operations and to expand its business in the hi-tech industry located in Israel. Pursuant to the Trust Agreement, Ms. Kohn will hold and manage Coolisys’ undivided 28% interest in the Property. The trust will be in effect until it is terminated by mutual agreement of the parties. During the term of the trust, the Ms. Kohn will not sell, lease, sublease, transfer, grant, encumber, change or effect any other disposition with respect to the Property or the Coolisys’ interest without the Company’s approval.

 

 F-69 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

27. SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION

 

The Company has five reportable segments as of December 31, 2018 and had two reportable segments as of December 3, 2017; see Note 1 for a brief description of the Company’s business.

 

The following data presents the revenues, expenditures and other operating data of the Company’s geographic operating segments and presented in accordance with ASC No. 280.

 

 

   Year ended December 31, 2018 
   DPC   DPL   Enertec   Digital Farms   I.AM   Eliminations   Total 
Revenue  $10,499,612   $2,036,530   $5,226,075   $—   $—   $—   $17,762,217 
Revenue, cryptocurrency                                   
mining   —    —    —    1,675,549    —    —    1,675,549 
Revenue, related party   3,907,280    —    —    —    —    —    3,907,280 
Revenue, restaurant operations   —    —    —    —    3,462,140    —    3,462,140 
Revenue, lending activities   347,033    —    —    —    —    —    347,033 
Inter-segment revenues   36,833    —    —    —    —    (36,833)   — 
Total revenues  $14,790,758   $2,036,530   $5,226,075   $1,675,549   $3,462,140   $(36,833)  $27,154,219 
                                    
Depreciation and                                   
amortization expense  $300,326   $65,046   $389,808   $2,151,505   $—   $—   $2,906,685 
                                    
Loss from operations  $(3,608,828)  $(586,107)  $(431,320)  $(6,369,138)  $(81,264)  $—   $(11,076,657)
Capital expenditures for                                   
segment assets, as of                                   
December 31, 2018  $44,190   $1,301   $48,826   $8,891,928   $184,377   $—   $9,169,992 
                                    
Identifiable assets as of                                   
December 31, 2018  $28,623,729   $1,458,699   $10,251,816   $7,018,958   $2,072,678   $—   $49,425,880 

 

 

 

 

  Year ended December 31, 2017 
   DPC   DPL   Eliminations   Total 
Revenues  $7,889,731   $2,111,018   $—   $10,000,749 
Revenue, related party   173,751    —    —    173,751 
Inter-segment revenues   53,501    —    (53,501)   — 
Total revenues  $8,116,983   $2,111,018   $(53,501)  $10,174,500 
                     
Depreciation and amortization expense  $183,252   $70,754   $—   $254,006 
                     
Loss from operations  $(5,558,272)  $(424,773)  $—   $(5,983,045)
Capital expenditures for segment assets, as of
December 31, 2017		  $382,250   $20,529   $—   $402,779 
                     
Identifiable assets as of December 31, 2017  $28,780,371   $1,728,523   $—   $30,508,894 

 

 F-70 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

Concentration Risk:

 

The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived:

 

     For the Year Ended
     December 31, 2018
          
   Total Revenues     
   by Major   Percentage of 
Customers   Total Company 
   (in thousands)   Revenues 
Customer A  $ 3,907,280   14%

 

      For the Year Ended  
      December 31, 2017  
               
  Total Revenues        
    by Major     Percentage of  
  Customers     Total Company  
  (in thousands)     Revenues  
Customer B   $  1,340,766     13 %

 

 

Revenue from Customer A is related party revenue attributable to Coolisys and revenue from Customer B is also attributable to Coolisys. At December 31, 2018, MTIX represented all of the Company’s accounts and other receivable, related party.

 

For the years ended December 31, 2018 and 2017, total revenues from external customers divided on the basis of the Company’s product lines are as follows:

 

  For the Years Ended 
  December 31, 
   2018   2017 
Revenues:        
Commercial products  $10,597,256   $5,488,657 
Defense products   16,556,963    4,685,843 
Total revenues  $27,154,219   $10,174,500 

 

Financial data relating to geographic areas:

 

The Company’s total revenues are attributed to geographic areas based on the location. The following table presents total revenues for the years ended December 31, 2018 and 2017. Other than as shown, no foreign country or region contributed materially to revenues or long-lived assets for these periods:

 

   For the Years Ended 
   December 31, 
  2018   2017 
Revenues:        
North America  $19,113,226   $6,636,954 
Europe   1,765,991    2,634,166 
Middle East   5,226,075    672,256 
Other   1,048,927    231,124 
Total revenues  $27,154,219   $10,174,500 

 

 F-71 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

28. SUBSEQUENT EVENTS

 

In accordance with FASB ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2018 and thru the date of this report being issued and has determined that it does not have any material subsequent events to disclose in these financial statements except for the following.

 

Amendments to Certificate of Incorporation

 

On January 3, 2019, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, with the Secretary of State of the State of Delaware, to effectuate an increase to the number of authorized shares of common stock of the Company. Pursuant to the Certificate of Amendment, the Company increased the number of authorized shares of its Class A common stock, par value $0.001, to 500,000,000 from 200,000,000 (the “Authorized Increase”). The number of authorized shares of the Company’s Class B common stock remains at 25,000,000 and the number of authorized shares of the Company’s preferred stock remains at 25,000,000. As a result of the increase of authorized shares of its Class A common stock, the aggregate number of the Company’s authorized shares is 550,000,000. The Authorized Increase was approved by the Company’s board of directors as of December 28, 2018, and approved by a vote of the stockholders of the Company at the December 28, 2018 Annual Meeting of Stockholders. The Certificate of Amendment became effective upon filing with the State of Delaware on January 3, 2019.

 

On February 27, 2019, the Company filed a Certificate of Designations of Rights and Preferences of Series C Convertible Redeemable Preferred Stock (the “Certificate of Designations”) to its Certificate of Incorporation, as amended on January 2, 2019, with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series C Convertible Redeemable Preferred Stock. The Series C Redeemable Preferred Stock issued and outstanding sixty (60) months from the from their date of issuance (the “Redemption Date”), shall be mandatorily redeemed and repurchased by the Company at the Stated Value.

 

On March 14, 2019, pursuant to the authorization provided by the Company’s stockholders at a Special Meeting of Stockholders, the Company’s Board of Directors approved the Certificate of Incorporation Amendment (the “COI Amendment”) to effectuate a reverse stock split of the Common Stock affecting both the authorized and issued and outstanding number of such shares by a ratio of one-for-twenty (the “Reverse Stock Split”). The Company filed the COI Amendment to its Certificate of Incorporation with the State of Delaware effectuating the Reverse Stock Split on March 14, 2019. As a result of the Reverse Stock Split, each twenty (20) shares of Common Stock issued and outstanding prior to the Reverse Stock Split were converted into one (1) share of Common Stock, with no change in authorized shares or par value per share.

 

Amendments to 10% Convertible Note

 

On January 9, 2019, the Company and the Investor of the 10% Convertible Note entered into an amendment, which revised the amortization schedule of the 10% Convertible Note such that the monthly amortization payments in the principal amount $309,193, at the request of the holder, shall be satisfied by the issuance of shares of the Company’s common stock. The shares of common stock shall be issued at a price equal to the greater of (i) $2.40 per share (the closing price of the Company’s common stock on January 9, 2019) or (ii) 80% of the lowest daily VWAP in the three days prior to the date of issuance, but not to exceed $8.00 per share. However, the Company shall have the right to pay the monthly amortization payment in cash within 72 hours by advising the investor via email within two hours of receipt of any conversion notice. Between January 4, 2019 and February 21, 2019, the Company issued to the investor 336,486 shares of its common stock at $1.96 per share upon the conversion of $1,053,351 in principal and accrued interest. The investor received $660,337 from the sale of the shares of common stock, which approximated the value of the shares of common stock on the date of issuance, resulting in a True-Up Payment due to the investor of $393,014.

 

 F-72 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

Public Offering

 

On March 29, 2019, the entered into an underwriting agreement (the “Underwriting Agreement”) with A.G.P./Alliance Global Partners (the “Underwriter”), pursuant to which the Company agreed to issue and sell an aggregate of (a) 2,855,500 shares of its common stock (the “Shares”) together with warrants to purchase 2,855,500 shares of common stock (the “Common Warrants”) and (b)  pre-funded warrants to purchase up to an aggregate of 12,700,000 shares of its common stock (the “Pre-Funded Warrants”) together with a number of Common Warrants to purchase 12,700,000 shares of common stock (the “Offering”). The Shares were sold to the purchasers at the public offering price of $0.44 per share (the “Offering Price”). The Common Warrants were sold at a public offering price of $0.01 per Common Warrant. The Pre-Funded Warrants were offered to each purchaser whose purchase of the Shares and the Common Warrant in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company’s outstanding common stock immediately following the consummation of the Offering. The purchase price of each Pre-Funded Warrant equaled the Offering Price at which the Shares were sold to the public in the Offering, minus $0.01, and the exercise price of each Pre-Funded Warrant equaled $0.01 per share.

 

Pursuant to the Underwriting Agreement, the Company also granted the Underwriter the option to purchase up to 428,325 additional shares of common stock, and/or Pre-funded Warrants to purchase up to 1,905,000 additional shares of common stock and/or Common Warrants to purchase up to 2,333,325 additional shares of common stock to cover over-allotments, if any. The option is exercisable 45 days after entry into the Underwriting Agreement. The Offering was made pursuant to the shelf registration statement on Form S-3 (File No. 333-222132), as amended, that was filed by the Company with the SEC on January 8, 2019 and declared effective by the SEC on January 11, 2018, and a related prospectus supplement.

 

The Common Warrants are exercisable at any time after the date of issuance at an exercise price of $0.45 per share and will expire on the fifth anniversary of the original issuance date. If at the time of exercise, there is no effective registration statement registering, or no current prospectus available for, the issuance of the shares of common stock underlying the Common Warrants, then the Common Warrant may be exercised through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the Common Warrant. If on any date on or after May 2, 2019, the volume weighted average price of the Company’s common stock fails to exceed the exercise price of the Common Warrant in effect on such date, the Common Warrant may be exercised such that the holder will receive one common share for each warrant held.

 

The Pre-Funded Warrants are exercisable at any time after the date of issuance and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. As an alternative to payment in immediately available funds, the holder may elect to exercise the Pre-Funded Warrant through a cashless exercise.

 

In addition, the Company has also issued the Underwriter a warrant to purchase a maximum of 622,220 additional shares of common stock (equal to 4% of the Shares sold in the Offering plus the number of shares of common stock underlying the Pre-Funded Warrants) at an initial exercise price of $0.50 per share, with a term of five years (the “Underwriter’s Warrant”). The Underwriter’s Warrant contains demand and piggy-back registration rights. If at the time of exercise, there is no effective registration statement registering, or no current prospectus available for, the issuance of the shares of common stock underlying the Underwriter’s Warrant, then the Underwriter’s Warrant may be exercised through a cashless exercise.

 

The Company received net proceeds from the Offering of approximately $6 million, after deducting underwriting discounts and commissions and estimated Offering expenses, and assuming no exercise of the Underwriter’s option to purchase additional shares. The Company used the net proceeds from the Offering for the repayment of debt, working capital and other general corporate purposes.

 

 F-73 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

The Offering closed on April 2, 2019 and as of April 12, 2019 the Company had issued a total of 12,555,500 shares of its common stock, inclusive of shares issued pursuant to the exercise of a total of 9,700,000 Pre-Funded Warrants.

 

WDCO ATM Offering

 

Between January 1, 2019 and April 12, 2018, the Company had received net proceeds of $4,469,630 through the sale of 4,791,642 shares of the Company’s common stock through the WDCO ATM Offering. The offer and sale of the shares through the WDCO ATM Offering were made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-222132) filed with the SEC on December 18, 2017, amended on January 8, 2018, and declared effective by the SEC on January 11, 2018, and a prospectus supplement related to the ATM Offering, dated October 15, 2018.

 

Series C Convertible Redeemable Preferred Stock

 

On February 27, 2019, the Company entered into a Securities Purchase Agreement with Ault & Company, Inc., a Delaware corporation and a stockholder of the Company (“Ault & Company”). Pursuant to the terms of the Agreement, Ault & Company will invest at its sole and absolute discretion up to $2,500,000 in the Company through the purchase of the Company’s Series C Convertible Redeemable Preferred Stock (“The Series C Preferred Stock”), during the period commencing on the Closing Date and ending on December 31, 2019. Each share of Series C Preferred Stock shall be purchased at $1,000 (the “Stated Value”) for up to a maximum issuance of 2,500 shares of Preferred Stock. Each share of Preferred Stock shall become convertible after the eighteen months from the date from the date of issuance into such number of fully paid and non-assessable shares of the Company’s common stock (“Common Stock”) for $2.40 per share, subject to adjustments (the “Conversion Price”). The Preferred Stock is mandatorily redeemable by the Company after five years from the date of issuance.

 

January 2019 Exchange Agreement

 

On January 23, 2019 the Company entered into an Exchange Agreement (the “January ’19 Exchange Agreement”) with an institutional investor pursuant to which the Company issued to the investor two new 8% promissory notes in the aggregate principal amount of $1,043,799 (the “New Notes”) the Secured Promissory Note issued by the Company to the investor on October 10, 2018 (the “October Note”) and that certain Secured Promissory Note issued by the Company to the investor on August 16, 2018, as amended on November 29, 2018 (the “November Note”, and together with the October Note, the “Old Notes”).

 

Pursuant to the January ’19 Exchange Agreement, the investor may elect to receive from the Company shares of Common Stock of the Company issued under the Company’s Registration Statement on Form S-3 (File No. 333-222132). Any Common Stock issued to the investor in accordance therewith shall reduce the outstanding sums due under the New Notes by an amount equal to the number of shares of Common Stock issued multiplied by the applicable issuance price. The number of shares of Common Stock issuable upon delivery of issuance notices by the investor to the Company shall be determined by dividing the amount of the New Note to be drawn down by the greater of $2.40 or 80% of the lowest daily VWAP in the three trading days prior to the acquisition of the Common Stock. In addition, in the event the investor’s proceeds from the sale of all Common Stock received by the investor pursuant to the terms of the February ’19 Exchange Agreement, do not equal at least 100% of the deemed payment of the outstanding principal balance of the New Note, the Company shall owe the difference to the investor in cash or through the delivery of free trading shares of Common Stock.

 

Subject to the conditions set forth in the Exchange Agreement, on or after April 15, 2019, unless the New Notes have been paid in full, the Investor may be issued a secured convertible promissory note (the “Convertible Note”) in exchange for the November Note.

 

 F-74 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

The Convertible Note, if issued, will be issued on or about April 15, 2019, with a maturity date of July 15, 2019, and will bear interest at 8% per annum payable by the Company to the Investor, in cash, within seven days of the end of each calendar quarter while the Convertible Note remains outstanding. The number of shares of Common Stock issuable upon conversion of the Convertible Note shall be determined by dividing the amount to be converted by the greater of $2.40 or 80% of the lowest daily VWAP in the three trading days prior to the conversion, subject to certain conditions. The Convertible Note contains standard and customary events of default including, but not limited to, failure to make payments when due under the Convertible Note, failure to comply with certain covenants contained in the Convertible Note, or bankruptcy or insolvency of the Company.

 

On February 11, 2019 and March 22, 2019, pursuant to the January ’19 Exchange Agreement, the Company issued to the investor 436,753 and 102,041 shares, respectively, of the Company’s common stock for an aggregate reduction in the note of $876,324, resulting in a remaining balance due of $171,883.

 

February 2019 Exchange Agreement

 

On February 20, 2019 the Company entered into an Exchange Agreement (the “February ’19 Exchange Agreement”) with an institutional investor pursuant to which the Company issued to the investor a new 8% promissory note in the principal amount of $433,884 (the “New Note”) in exchange for the Secured Promissory Note issued by the Company to the investor on August 16, 2018, as amended on November 29, 2018 (the “Old Note”).

 

Pursuant to the February ’19 Exchange Agreement, the investor may elect to receive from the Company shares of Common Stock of the Company issued under the Company’s Registration Statement on Form S-3 (File No. 333-222132). Any Common Stock issued to the investor in accordance therewith shall reduce the outstanding sums due under the New Note by an amount equal to the number of shares of Common Stock issued multiplied by the applicable issuance price. The number of shares of Common Stock issuable upon delivery of issuance notices by the investor to the Company shall be determined by dividing the amount of the New Note to be drawn down by the greater of $2.40 or 80% of the lowest daily VWAP in the three trading days prior to the acquisition of the Common Stock. In addition, in the event the investor’s proceeds from the sale of all Common Stock received by the investor pursuant to the terms of the February ’19 Exchange Agreement, do not equal at least 100% of the deemed payment of the outstanding principal balance of the New Note, the Company shall owe the difference to the investor in cash or through the delivery of free trading shares of Common Stock.

 

On March 18, 2019 and April 4, 2019, pursuant to the February ’19 Exchange Agreement, the Company issued to the investor 180,785 and 375,000 shares of the Company’s common stock for an aggregate reduction in the note of $250.062, resulting in a remaining balance due of $183,822.

 

Issuances of Common Stock for Services

 

Between January 7, 2019 and March 20, 2019, the Company issued an aggregate of 375,000 shares of its common stock as payment for services to its consultant. The shares were valued at $482,500, an average of $1.29 per share.

 

Short-term Promissory Notes

 

On December 28, 2018, Enertec entered into a $500,000 Secured Promissory Note (the “Enertec Note”), whereby Enertec agreed to pay interest in an amount of 10% per annum in cash to the investor, beginning on January 15, 2019, on a monthly basis, until the Enertec Note is paid in full. The maturity date of the Enertec Note shall be the earlier of June 15, 2019 or as otherwise provided in the terms of the Enertec Note. The proceeds from the Enertec Note were received in January 2019. The Enertec Note was paid from proceeds received in the Offering.

 

On December 28, 2018, Microphase entered into a $200,000 Secured Promissory Note (the “Microphase Note”), whereby Microphase agreed to pay interest in an amount of 10% per annum in cash to the investor, beginning on January 15, 2019, on a monthly basis, until the Microphase Note is paid in full. The maturity date of the Microphase Note shall be the earlier of March 31, 2019, or as otherwise provided in the terms of the Microphase Note. The Microphase Note was paid from proceeds received in the Offering.

 

 F-75 
 

 

DPW HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2018

 

 

 

In connection with the Enertec Note and the Microphase Note, Milton C. Ault III provided a personal guarantee for the benefit of the investor.

 

Payment of related party receivable

 

During the years ended December 31, 2018 and 2017, the Company recognized $3,907,280 and $173,751 in revenues from MTIX, a related party, to manufacture the Multiplex Laser Surface Enhancement (“MLSE”) plasma-laser systems. On April 12, 2019, the Company received payment of $2,676,219 for manufacturing services performed on the first MLSE system.

 

 

F-76

 
 EX-21 2 ex21.htm EXHIBIT 21

 

Exhibit 21

 

Subsidiaries of the Registrant

 

1. DPW Financial Group, Inc., a Delaware corporation

 

2. DPW Technologies Group, Inc., a Delaware corporation

 

3. Coolisys Technologies, Inc., a Delaware corporation

 

4. Microphase Corporation, a Delaware corporation

 

5. FlexiSphere Acquisition Corp., a Delaware corporation

 

6. Digital Farms, Inc., a Delaware corporation

 

7. Digital Power Corporation, a Delaware corporation

 

8. Excelo LLC, a Nevada limited liability company

 

9. Digital Power Lending, LLC, a California limited liability company

 

10. Power-Plus Technical Distributors, LLC, a California limited liability company

 

11. Digital Power Limited, a company organized under the laws of England and Wales

 

 

 

 

 

 EX-23.1 3 ex23_1.htm EXHIBIT 23.1

 

Exhibit 23.1

 

 

Independent Registered Public Accounting Firm’s Consent

 

We consent to the incorporation by reference in the Registration Statement of DPW Holdings, Inc. on Forms S-8 (File No. 333-217232 and File No. 333-192819) and Forms S-3 (File No. 333-221667, File No. 333-221669, File No. 333-221670, File No. 333-221897, File No. 333-222132, File No. 333-226301 and File No. 333-228716) of our report dated April 16, 2019, which includes an explanatory paragraph as to the company’s ability to continue as a going concern, with respect to our audits of the consolidated financial statements of DPW Holdings, Inc. as of December 31, 2018 and 2017 for each of the two years in the period ended December 31, 2018, and second explanatory paragraph stating that the financial statements of a wholly-owned subsidiary were audited by other auditors, whose report has been furnished to us, appearing in this Annual Report on Form 10-K of DPW Holdings, Inc. for the year ended December 31, 2018. We also consent to the reference to our firm under the heading “Experts”

 

/s/ Marcum llp

 

Marcum llp

New York, NY

April 16, 2019

 

 

 

 

 

 EX-23.2 4 ex23_2.htm EXHIBIT 23.2

 

Exhibit 23.2

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

 

 

We consent to the incorporation by reference in the Registration Statements of DPW Holdings, Inc. on Forms S-8 (File No. 333-217232, 333-222486 and File No. 333-192819) and Forms S-3 (File No. 333-221667, File No. 333-221669, File No. 333-221670, File No. 333-221897, File No. 333-222132, File No. 333-226301 and File No. 333-228716) of our report dated April 16, 2019, which includes an explanatory paragraph as to the company’s ability to continue as a going concern with respect to our audits of the consolidated financial statements of ENERTEC SYSTEMS 2001 LTD as of December 31, 2018 and for the period from May 22, 2018 to December 31, 2018. Which is not included in this Annual Report on Form 10-K of DPW Holdings, Inc. for the year ended December 31, 2018.

 

 

 

 

 

  /s/ Ziv Haft.
  Ziv Haft.
  Certified Public Accountants (Isr.)
  BDO Member Firm

 

 

Tel-Aviv, Israel

April 16, 2019

 

 

 

 

 

 EX-31.1 5 ex31_1.htm EXHIBIT 31.1

 

EXHIBIT 31.1

 

Certification of the Chief Executive Officer

Pursuant to §240.13a- 14 or §240. 15d- 14 of the Securities Exchange Act of 1934, as amended

 

I, Milton C. Ault III, certify that:

 

1.             I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2018 of DPW Holdings, 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 we 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 quarterly report is being prepared;

 

b)       designed such internal controls over financial reporting, or caused such internal controls 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.

 

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 registrant’s board of directors (or persons performing the equivalent function):

 

a)       all significant deficiencies and material weaknesses in the design or operation of internal controls 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 controls over financial reporting.

 

Date: April 16, 2019

 

By:  /s/ Milton C. Ault III  
    Name: Milton C. Ault III  
    Title: Chief Executive Officer  
    (Principal Executive Officer)  

 

 

 

 

 

 EX-31.2 6 ex31_2.htm EXHIBIT 31.2

 

EXHIBIT 31.2

 

Certification of the Chief Financial Officer

Pursuant to §240.13a- 14 or §240. 15d- 14 of the Securities Exchange Act of 1934, as amended

 

I, William B. Horne, certify that:

 

1.            I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2018 of DPW Holdings, 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 we 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 quarterly report is being prepared;

 

b)       designed such internal controls over financial reporting, or caused such internal controls 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.

 

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 registrant’s board of directors (or persons performing the equivalent function):

 

a)       all significant deficiencies and material weaknesses in the design or operation of internal controls 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 controls over financial reporting.

 

Date: April 16, 2019

 

By:  /s/ William B. Horne  
    Name: William B. Horne  
    Title: Chief Financial Officer  
    (Principal Accounting Officer)  

 

 

 

 

 

 EX-32.1 7 ex32_1.htm EXHIBIT 32.1

 

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of DPW Holdings, Inc. (the “Registrant”) on Form 10-K for the period ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Milton C. Ault III, Principal Executive Officer, and I, William B. Horne, Principal Financial Officer and Principal Accounting Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

(1)       the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2)       the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Date: April 16, 2019

 

 

   
  By: /s/ Milton C. Ault III
  Name: Milton C. Ault III
  Title: Chief Executive Officer and
   (Principal Executive Officer)

 

 

 

Date: April 16, 2019

 

 

   
  By: /s/ William B. Horne
  Name: William B. Horne
  Title: Chief Financial Officer and
   (Principal Financial Officer)

 

 

 

 

 

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related party, net of original issue discount of $2,336,693 and $2,115,710, respectively Investments in warrants and common stock - related party Investments in preferred stock of private company Investments in real estate Other investments Other investments, related parties Other assets TOTAL ASSETS LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses Accounts payable and accrued expenses, related party Advances on future receipts Short term advances Short term advances, related party Revolving credit facility Notes payable Notes payable, related party Convertible notes payable Other current liabilities TOTAL CURRENT LIABILITIES LONG TERM LIABILITIES Notes payable Notes payable, related parties TOTAL LIABILITIES COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Convertible Preferred Stock Preferred Stock, $0.001 par value - 23,121,224 shares authorized; nil shares issued and outstanding at December 31, 2018 and 2017 Common Stock Additional paid-in capital Accumulated deficit Accumulated other comprehensive loss TOTAL DPW HOLDINGS STOCKHOLDERS' EQUITY Non-controlling interest TOTAL STOCKHOLDERS' EQUITY TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY Scenario [Axis] Investments - related parties, original issue discount Convertible preferred stock, stated value (in dollars per share) Convertible redeemable preferred stock, par value (in dollars per share) Convertible preferred stock, authorized Convertible preferred stock, issued Convertible preferred stock, outstanding Preferred stock, par value (in dollars per share) Preferred stock, authorized Preferred stock, issued Preferred stock, outstanding Common stock, par value (in dollars per share) Common stock, authorized Common stock, issued Common stock, outstanding Convertible preferred stock, liquidation preference Total revenue Cost of revenue Gross profit Operating expenses Engineering and product development Selling and marketing General and administrative Impairment loss on intangible assets Impairment loss on digital currency Total operating expenses Loss from operations Interest expense Loss before income taxes Income tax benefit Net loss Less: Net loss attributable to non-controlling interest Net loss attributable to DPW Holdings Preferred deemed dividends on Series B and Series C Preferred Stock Preferred dividends on Series C Preferred Stock Net loss available to common stockholders Basic and diluted net loss per common share (in dollars per share) Basic and diluted weighted average common shares outstanding (in shares) Comprehensive Loss Loss available to common stockholders Other comprehensive income (loss) Foreign currency translation adjustment Net unrealized (loss) gain on securities available-for-sale Other comprehensive income (loss) Total Comprehensive loss Increase (Decrease) in Stockholders' Equity Balance (in shares) Balance Compensation expense due to stock option issuances Compensation expense due to warrant issuances Issuance of common stock and warrants for cash (in shares) Issuance of common stock and warrants for cash Issuance of common stock for services (in shares) Issuance of common stock for services Issuance of common stock for conversion of debt (in shares) Issuance of common stock for conversion of debt Issuance of common stock for conversion of short-term advances (in shares) Issuance of common stock for conversion of short-term advances Issuance of common stock upon exercise of stock options (in shares) Issuance of common stock upon exercise of stock options Issuance of common stock upon exercise of warrants (in shares) Issuance of common stock upon exercise of warrants Issuance of Series A preferred stock for cash (in shares) Issuance of Series A preferred stock for cash Issuance of Series B preferred stock for conversion of short-term advances (in shares) Issuance of Series B preferred stock for conversion of short-term advances Issuance of Series B preferred stock for cash and warrants (in shares) Issuance of Series B preferred stock for cash and warrants Issuance of Series B preferred stock for conversion of debt (in shares) Issuance of Series B preferred stock for conversion of debt Issuance of Series C preferred stock for cash and warrants (in shares) Issuance of Series C preferred stock for cash and warrants Issuance of Series C preferred stock for conversion of debt (in shares) Issuance of Series C preferred stock for conversion of debt Issuance of common stock for conversion of Series C preferred stock (in shares) Issuance of common stock for conversion of Series C preferred stock Issuance of Series D preferred stock and common stock in acquisition of Microphase (in shares) Issuance of Series D preferred stock and common stock in acquisition of Microphase Issuance of Series E preferred stock and common stock in acquisition of Microphase (in shares) Issuance of Series E preferred stock and common stock in acquisition of Microphase Issuance of common stock for conversion of Series E preferred stock (in shares) Issuance of common stock for conversion of Series E preferred stock Issuance of common stock in connection with convertible notes (in shares) Issuance of common stock in connection with convertible notes Issuance of common stock for domain name (in shares) Issuance of common stock for domain name Issuance of common stock and warrants in satisfaction of subsidiary debt (in shares) Issuance of common stock and warrants in satisfaction of subsidiary debt Issuance of common stock for acquisition of debt due from related party (in shares) Issuance of common stock for acquisition of debt due from related party Repurchase of common stock (in shares) Repurchase of common stock Beneficial conversion feature in connection with convertible notes Fair value warrants issued in connection with convertible notes Fair value of personal guarantees in connection with debt financings Issuance of common stock for conversion of debt owed by subsidiary to former stakeholder Cash for exchange fees and other financing costs (in shares) Cash for exchange fees and other financing costs Non-controlling interest from acquisition of I. AM Non-controlling interest from Microphase Comprehensive loss: Net loss Preferred dividends Preferred deemed dividends Net unrealized loss on securities available-for-sale, net of income taxes Foreign currency translation adjustments Net loss attributable to non-controlling interest Balance (in shares) Balance Statement of Cash Flows [Abstract] Cash flows from operating activities: Net loss Adjustments to reconcile net loss to net cash used in operating activities: Depreciation Amortization Interest expense - debt discount Impairment of intangible assets Accretion of original issue discount on notes receivable - related party Accretion of original issue discount on notes receivable Interest expense on conversion of promissory notes to common stock Deferred taxes Provision for bad debts Stock-based compensation Realized losses on sale of digital currencies Realized losses on sale of marketable securities Unrealized losses on trading securities Changes in operating assets and liabilities: Accounts receivable Accounts receivable, related party Accrued revenue Digital currencies Inventories Prepaid expenses and other current assets Other investments, related party Other assets Accounts payable and accrued expenses Accounts payable, related parties Other current liabilities Net cash used in operating activities Cash flows from investing activities: Purchase of property and equipment Proceeds from sale of property and equipment Loss on dispositon of asset Purchase of intangible asset Purchase of Power Plus Purchase of Enertec Cash received on acquisitions Investments - related party Related party investment in real property Investment in real property Investments in warrants and common stock - related party Investments in marketable securities Sales of marketable securities Sales of digital currencies Investments - others Loans to third party Loans to related parties Proceeds from loans to related parties Investments in debt and equity securities Net cash used in investing activities Cash flows from financing activities: Gross proceeds from sales of common stock and warrants Repurchase of common stock Proceeds from issuance of Series A Convertible Preferred Stock Proceeds from issuance of Series B and C Convertible Preferred Stock Financing cost in connection with sales of equity securities Proceeds from stock option exercises Proceeds from warrant exercises Proceeds from convertible notes payable Proceeds from notes payable - related party Proceeds from notes payable Proceeds from short-term advances - related party Proceeds from short-term advances Payments on short-term advances Payments on notes payable - related party Payments on short-term advances - related party Payments on notes payable Payments on convertible notes payable Proceeds from advances on future receipts Payments on advances on future receipts Payments of preferred dividends Financing cost in connection with sales of debt securities Payments on revolving credit facilities, net Net cash provided by financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Supplemental disclosures of cash flow information: Cash paid during the period for interest Non-cash investing and financing activities: Cancellation of convertible note payable into shares of common stock Cancellation of convertible note payable, related party into shares of common stock Cancellation of short term advances into shares of common stock Cancellation of short term advances, related party into shares of common stock Cancellation of short term advances, related party into shares of Series B Preferrred Stock Payment of debt with digital currency Purchase of assets with digital currency Payment of accounts payable with digital currency Issuance of common stock for prepaid services Cancellation of notes payable - related party into shares of common stock Cancellation of notes payable into shares of common stock Cancellation of note payable - related party into series B convertible preferred stock Issuance of common stock for domain name Issuance of common stock for prepaid services In connection with the Company's acquisition of Microphase Corporation, equity instruments were issued and liabilities assumed during 2017 as follows: Fair value of assets acquired Equity instruments issued Non-controlling interest Liabilities assumed Organization, Consolidation and Presentation of Financial Statements [Abstract] DESCRIPTION OF BUSINESS Liquidity Going Concern And Managements Plans LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS Accounting Policies [Abstract] BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Digital Currencies Digital Currencies Marketable Securities [Abstract] Marketable Securities Inventory Disclosure [Abstract] INVENTORIES Property, Plant and Equipment [Abstract] PROPERTY AND EQUIPMENT, NET Intangible Assets Net INTANGIBLE ASSETS, NET Goodwill GOODWILL Investments, Debt and Equity Securities [Abstract] INVESTMENTS - RELATED PARTIES Other Investments [Abstract] INVESTMENTS IN PREFERRED STOCK OF PRIVATE COMPANY AND OTHER INVESTMENTS Investments In Real Estate INVESTMENTS IN REAL ESTATE Other Investments Related Parties OTHER INVESTMENTS, RELATED PARTIES Business Combinations [Abstract] BUSINESS COMBINATIONS Disclosure of Compensation Related Costs, Share-based Payments [Abstract] STOCK-BASED COMPENSATION Warrants WARRANTS Other Current Liabilities OTHER CURRENT LIABILITIES Advances On Future Receipts ADVANCES ON FUTURE RECEIPTS Debt Disclosure [Abstract] REVOLVING CREDIT FACILITY Notes Payable [Abstract] NOTES PAYABLE Notes Payable - Related Parties NOTES PAYABLE RELATED PARTIES Long-term Debt, Unclassified [Abstract] CONVERTIBLE NOTES Commitments and Contingencies Disclosure [Abstract] COMMITMENTS AND CONTINGENCIES Stockholders' Equity Attributable to Parent [Abstract] STOCKHOLDERS' EQUITY Income Tax Disclosure [Abstract] INCOME TAXES Related Party Transactions [Abstract] RELATED PARTY TRANSACTION Segment Reporting [Abstract] SEGMENT CUSTOMERS AND GEOGRAPHICAL INFORMATION Subsequent Events [Abstract] SUBSEQUENT EVENTS Basis of Presentation Principles of Consolidation Accounting Estimates Revenue Recognition Foreign Currency Translation Cash and Cash Equivalents Accounts Receivable and Allowance for Doubtful Accounts Inventories Property and Equipment, Net Goodwill Intangible Assets Long-Lived Assets Warranty Income Taxes Common Stock Purchase Warrants and Other Derivative Financial Instruments Stock-Based Compensation Convertible Instruments Concentration of Credit Risk Comprehensive Income (Loss) Fair value of Financial Instruments Debt Discounts Net Loss per Share Reclassifications Recently Issued Accounting Standards Scehdule of disaggregated revenues Schedule of estimated useful lives Schedule of intangible assets, net also include definite lived intangible assets, which are being amortized on a straight-line basis over their estimated useful lives Schedule of fair value measurement Schedule of anti-dilutive securities Schedule of additional information about digital currencies Schedule of marketable securities Schedule of additional information about marketable securities Schedule of inventories Schedule of property and equipment Schedule of intangible assets Schedule of estimated amortization expense Schedule of investments Schedule of summarizes the changes in our investments Schedule of components of the purchase price for acquisitions Scehdule of acquisition that may be obtained in future periods Schedule of weighted average assumptions Schedule of exercise price Schedule of stock-based compensation expense Schedule of option activity under the company's stock option plans Schedule of option pricing Schedule of the Black-Scholes option pricing model and the assumptions Schedule of Other current liabilities Schedule of notes payable Schedule of notes payable - related parties Schedule of convertible notes Schedule of future non-cancellable rental commitments under operating leases Schedule of deferred tax assets Schedule of net income tax benefit Schedule of reconciliation of income tax attributable to operations Schedule of geographic operating segments Schedule of total revenues Schedule of revenues from external customers Schedule of total revenues are attributed to geographic areas Number of reportable segments Counterparty Name [Axis] Extinguishment of Debt [Axis] Cash and cash equivalent Working capital Net income (loss) attributable to parent Supply commitment, term Supply commitment, amount committed MajorGoodsAxis [Axis] Property, and equipment, useful life (Year) Property, and equipment, useful life Intangible asset, useful life Fair Value Hierarchy and NAV [Axis] Available-for-sale securities Anti-dilutive securities Available-for-sale securities, equity securities Payments to acquire investments Warrant outstanding Exercise price of warrants (in dollars per share) Unrealized gain Revenue performance obligation Allowance for Doubtful Accounts Receivable Amortization of debt discount Lease payments Aggregate fair value Unit purchase price Manufacturing costs Balance at beginning Additions of digital currencies Payment on convertible notes payable Payments to vendors Purchase of fixed assets Realized loss on sale of digital currencies Cash proceeds Unrealized loss on digital currencies Balance at ending Payments to acquire investments Gross unrealized gains (losses) Gross realized gains (losses) Fair value Balance at beginning Purchases of marketable securities Sales of marketable securities Realized losses on marketable securities Unrealized gains on marketable securities Balance at end Gross unrealized gains (losses) Raw materials, parts and supplies Work-in-progress Finished products Total inventories Property, plant and equipment, gross Accumulated depreciation and amortization Property and equipment, net Depreciation and Amortization of Intangible Assets Intangible assets gross Accumulated amortization 2019 2020 2021 2022 2023 Thereafter Estimated amortization expense Amortization of Intangible Assets Indefinite-lived Intangible Assets Estimated useful lives Investment in convertible promissory notes of AVLP - Gross Investment in warrants of AVLP Investment in common stock of AVLP Accrued interest in convertible promissory note of AVLP Total investment in AVLP - Gross Less: original issue discount Total investment in AVLP - Net Balance at beginning Investment in convertible promissory notes of AVLP Payment of convertible promissory notes of AVLP Investment in common stock of AVLP Fair value of warrants issued by AVLP Unrealized gain in warrants of AVLP Unrealized gain in common stock of AVLP Accretion of discount Accrued Interest Balance at ending Interest rate Financing receivable, gross Financing receivable, discount rate Financing receivable, discount Financing receivable, conversion ratio Financing receivable, convertible feature, number of shares issuable Interest Income, Related Party Interest receivable Non-revolving credit facility Convertible promissory note aggregate principal amount Conversion price (in dollars per share) Interest rate Financing receivable term Purchase warrant Discription of warrant conversion Unrealized gain (loss) on its investment Measurement input Fair value of the warrants Number of shares purchased Share price (in dollars per share) Recognized unrealized gain Net unrealized loss on securities available-for-sale Number of shares purchase (in shares) Purchase shares value Authorized non-revolving credit facility Maturity date of non-revolving credit facility Outstanding principal value Maximum number of shares transfer Capital contributions Investment in partnership Real estate investments Description of capital contribution terms Principal amount Number of shares issued upon conversion Number of shares sold Proceeds from promissory note Value added tax payable Debt carrying amount Payments to acquire property Percentage of real property Amortization of property Amortization expense Proceeds from short term debt Number of warrants purchased Accrued interest Accounts receivable Inventories Property and equipment Trade name and trademark Domain name and other intangible assets Other assets Accounts payable and accrued expenses Deferred tax liability Notes payable Accrued severance pay Net assets assumed Non-controlling interest Purchase price Restricted cash Intangible assets Property and equipment Deposits and loans Accounts payable and accrued expenses Revolving credit facility Notes payable, related parties Other current liabilities Net (liabilities) assets assumed Total Revenue Net loss attributable to common stockholders Preferred deemed dividends Preferred dividends Loss available to common shareholders Basic and diluted net loss per common share Basic and diluted weighted average common shares outstanding Loss available to common shareholders Other comprehensive income (loss) Change in net foreign currency translation adjustments Net unrealized gain (loss) on securities available-for-sale Other comprehensive income (loss) Total Comprehensive loss Common stock, shares issued Common stock, shares outstanding Number of shares issued Number of shares converted Ownership percentage Shares issued (in dollars per share) Membership interests acquired Certain debt amount reduce form purchase price Description of purchase price consideration paid Description of equity interests issued Weighted average risk free interest rate, minimum Weighted average risk free interest rate, maximum Weighted average life (in years) Volatility Volatility, minimum Volatility, maximum Expected dividend yield Weighted average grant-date fair value per share of options granted (in dollars per share) Exercise Price, lower limit Exercise Price, upper limit Options Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price, Outstanding Options, Exercisable Weighted Average Exercise Price, Exercisable Total stock-based compensation Shares Available for Grant Beginning balance Adoption of 2017/2018 SIP Restricted stock awards Granted Forfeited Exercised Ending balance Number of Shares Beginning balance Adoption of 2017/2018 SIP Restricted stock awards Granted Forfeited Exercised Ending balance Weighted Average Exercise Price Beginning balance Adoption of 2017/2018 SIP Restricted stock awards Granted Forfeited Exercised Ending balance Weighted Average Remaining Contractual Life Beginning balance Ending balance Aggregate Intrinsic Value Beginning balance Ending balance Number of shares authorized Granted Vesting period Expiration period Number of shares available for grant Number of shares granted Weighted average exercise price Weighted average grant date fair value Share-based compensation expense Compensation cost not yet recognized Weighted average period for recognition Number of shares issued Exercse Price Number outstanding Weighted average remaining contractual life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price Weighted average risk-free interest rate Volatility Weighted average grant-date fair value per share of warrants granted Warrant term Professional fees Shares issued price per share (in dollars per share) Number of shares issued, value Description of commission percent Aggregate purchase price Interest rate on debt Conversion price, per share Aggregate offering price Warrant term Description of purchase and sale of future receipt Accrued payroll and payroll taxes Warranty liability Other accrued expenses Total Cost of future receipts Aggregate Value of future receipts Repayment of future receipts Amortization of debt discounts Non-cash interest expense Maximum revolving amount Description of facility interest rate Interest rate during period Percentage of fees Collateral amount Interest expences Total notes payable Less: Unamortized debt discounts Unamortized financing cost Total notes payable, net of financing cost Less: current portion Notes payable - long-term portion Share price Amount of shares issued Principal amount Maturity date Term of notes payable Accrued interest on debt Principal amount Debt instrument periodic payment Interest rate Warrant term Warrant issued Debt discount Number of convertible securities cancellation Exercise price of convertible securities Interest expense Original debt amount Proceeds from Convertible Debt Placement fees Debt payment term Consulting fees Issuance initial public offering Issuance of common stock for conversion of debt (in shares) Value of convertible securities per share Grant additional funding Deferred revenue Granted fund utilized Amount of share cancelled Number of share cancelled Share price (in dollars per share) Description of conversion Repaid loan Principal payments Extinguishment price (in dollars per share) Proceeds from related party Net proceeds from issuance of debt Original issue discount Outstanding principal balance Description of interest on the principal amount Short term bank credit Loans received Description of extension of maturity date Description of extension fee Debt issuance costs Cancellation of principal Total notes payable Less: current portion Notes payable - long-term portion Number of officers and employees Principal amount Notes payable from related parties Debt instrument, interest rate Interest payable Notes payable outstanding Gain (loss) on cancellation of notes payable Amount of shares issued in cash Periodic payment Convertible note Unamortized debt discounts Unamortized financing cost Convertible notes payable, net of financing cost Exercise price of warrants Warrants maturity terms Number of shares issued (in shares) Debt instrument, conversion price (in dollars per share) Debt instrument interest rate Description of debt instrument conversion price terms Amortization of debt issuance costs Debt instrument frequency of periodic payment Fair value of common stock Debt instrument measurement input Debt instrument maturity date Number of convertible share issued Number of additional shares issued Debt instrument beneficial conversion feature Number of restricted stock issued Loss on Extinguishment of Debt Percentage of net proceeds True-Up Payment due Original issue discount Interest payment maturity terms Payment of debt Outstanding principal balance and accured interest Cash fee Number of convertible notes Additional interest expense Additional non cash expense Number of shares purchased through cancellatoin of Exchange note (in shares) Number of shares purchased through cancellatoin of Exchange note , value Number of warrant cancelled Extinguishment of Debt Description of exchange Outstanding balance (in shares) Risk-free rate Maturity term of issuance Gross proceeds from sale of common stock Value added tax 2019 2020 2021 2022 2023 Thereafter Total Damages amount Operating lease term Additional operating lease term Area of land Annual base rent Description of leases expiration Rent expense Convertible preferred stock, par value (in dollars per share) Description of stock purchase agreement term Issuance of Series B preferred stock for conversion of short-term advances Additional number of warrants purchased Exercise price of warrants,conversion rate Gross revenues Conversion basis Terms of conversion Number of warrants purchased in black scholes option pricing model Addition number of warrants purchased in black scholes option pricing model Principal amount Issuance of restricted common stock (in shares) Issuances of Common Stock for cash and cancellation of short-term advances Number of shares issued for services (in shares) Number of shares issued for services Number of shares sold Proceeds from issuance of common stock Number of shares issue (in shares) Treasury stock (in shares) Treasury stock (in dollars per share) Conversion of preferred stock Sale of stock price per share Dividends receivable Proceeds From warrant exercises Warrant issued Common stock conversion Common stock stated value Cash Short-term advances Percentage relative rights Dividends annual rate Preferred stock price per share (in dollar per share) Preferred stock liquidation, preference value Preferred stock redemption terms Redemption price per share Current Foreign Federal State Total Current Deferred Foreign Federal State Total Deferred Income tax (benefit) Tax benefit at U.S. Federal statutory tax rate Increase (decrease) in tax rate resulting from: Effect of change in tax rates Effect of Section 382 limitation Increase in valuation allowance Nondeductible meals & entertainment expense and other State taxes, net of federal benefit Foreign rate differential Stock compensation expense Effective tax rate Previous corporate income tax rate Corporate income tax rate Income tax expenses Net operating loss carryforwards Net operating loss carryforwards, limitations on use Operating loss carryforwards limitation Increased in valuation allowance Foreign income tax loss Foreign statutory tax rates Effective tax rates Maximum amount of non-revolving credit facility Contractual interest receivable Market price of common stock Unrealized gain Revenues Consideration fee Agreement term Base salary Repayment of sale of advances on future receipts Repayment of sale of the promissory notes Percentage obligation of non-cash compensation Loan Purchase order Contractual maturity terms Services fees paid Number of shares issued upon conversion, value Proceeds from sale of shares Promissory note receivable Short-term loans Payment to acquire property Percentage of ownership in property Revenues Revenue, cryptocurrency mining Revenue, related party Revenue, restaurant operations Revenue, lending activities Inter-segment revenues Total revenues Depreciation and amortization expense Loss from operations Capital expenditures for segment assets Identifiable assets Total Revenues by Major Customer Percentage of Total Company Revenues Revenues Reverse stock split Stock issued during period, reverse stock splits Description of note Offering price (in dollars per share) Description of warrant Warrant tem Proceeds from public offering Value for the convertible stock Preferred stock, par or stated value (in dollars per share) Conversion of stock, new issuance Conversion price (in dollars per share) Promissory note issuance date Description of promissory note Promissory note maturity date Revenue from related parties Value received from sale of common stock True-up payment due Total number of common stock issued Exercise of pre-funded warrants Net proceeds from issued of common stock Reduction in note Remaining balance due Number of share issued for services Value of share issued for services Represents MTIX Ltd. Represents the Multiplex Laser Surface Enhancement (MLSE) plasma-laser system. A common measure of a company's efficiency, calculated by its current assets less its current liabilities. Period of time the entity has to fulfill the supply commitment. Amount that the entity must expend to satisfy the terms of disclosed arrangements in which the entity must commit resources to supply goods or services to one or more customers. Amount refers to the gross unrealized gains and losses. Type of property. The information of restaurant equipment. The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation. Including the aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method. The member represent start up costs. It represents domain name and other intangible assets. Represents purchase agreement. Represents sandstone diagnostic inc. Information by category of arrangement, including but not limited to collaborative arrangements and non-collaborative arrangements. The member represent iam. Information about agreement. Represents number of shares purchase. Represents purchase shares value. Represents authorized non revolving credit facility. Represents maturity date of non revolving credit facility. Represents tranfer of shares. Represents limited partnership agreement. Represents notes 222. Information about related party. Information by category of arrangement, including but not limited to collaborative arrangements and non-collaborative arrangements. Borrowing which can be exchanged for a specified number of another security at the option of the issuer or the holder, for example, but not limited to, the entity's common stock. Borrowing which can be exchanged for a specified number of another security at the option of the issuer or the holder, for example, but not limited to, the entity's common stock. Information about related party. Information about agreement. Information about related party. Percentage of real property. Information by purchase and sale agreement. Information by tvt capital lic. Information about related party. Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount. Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount. It represent by cost of fututr receipt. It represent by aggregate value of future receipt. Amount of original issue discount. Amount of noncash interest expense. Carring valu of digital currency as of end of reporting period Amount of investment in warrants and common stock by related party Amount of invesyments in preferred stock of private company. It represents short term borrowings related party. The amount of original issue discount on investment in debt and equity securities categorized neither as trading securities nor held-to-maturity securities. Per share amount of stated value of stock classified as temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. It represents revenue. It represents revenue cryptocurrency mining. It represents revenuw realted party. It represents revenue lending activities. Amount of increase (decrease) in fair value of digital currency. Amount recognized for notes receivable that have been discounted to their net present values. The amount of cash outflow for the interest expense related to the conversion of debt to common stock. Amount of revaluation of digital currencies. Amount of loss on sale or disposal of assets, including but not limited to property plant and equipment, intangible assets and equity in securities of subsidiaries or equity method investee. Represents purchase of power plus. It represents as a payments to acquire enertec. The amount of payments to acquire investments. Represents investment in real property. Amount of investments in warrant and common stock related party. Represents loans to third party. The proceeds from loans issued by the company, classified as an investing activity. Amount of investments in debt and equity securities. Amount of cash inflow from the sale of common stock and warrants. Amount arising from proceeds from stock option exercises. Amount arising from proceeds from short term advances related party. It represent by cancellation of notes payable. The amount of cancellation of short term advances in to shares of common stock. The amount of cancellation of short term advances releted party in to shares of common stock. The cancellation of short term advances related party in to shares of series B preferred stock. The amount refers to issuance of common stock for prepaid services. It represents issuance of common stock for domain name. Amount of issuance of common stock for prepaid services. Represents information related to fair value of assets acquired. Represents information related to equity instruments issued. It represent by business acquisition minority interest. It represents increase decrease in digital currencies. It represents proceeds from sale of digital currencies. It represents proceeds from repayments of notes payable related party debt. It represents proceeds from repayment of short term advances related party debt. It reprsents cancellation of notes payble. It represent by financial condition and management plan. Disclosure information about digital currency. Disclosure information about marketable securities. Entire disclosure is about goodwill. Disclosure of investment related parties. Disclosure information about investments in preferred stock of private company and other investments. Disclosure information about other investments related parties. Disclosure of warrants. The entire disclosure for advances on future receipts. Disclosure of notes payable. Disclosure of notes payable related paries. Disclosure of convetible note. Entire disclosure is about common stock purchase warrants and other derivative financial instruments. Entire discloaure is about convertible policy instruments. Tabular information about property plant and equipment estimated useful lives. Tabular information about additional information about digital currencies. Tabular disclosure of marketable securities. This may consist of investments in certain debt and equity securities, short-term investments and other assets. Tabular disclosure information about schedule of option pricing. Tabular disclosure information about schedule of notes payble. Tabular disclosure information about schedule of notes payable related parties. Tabular disclosure information about schedule of convertible notes. Tabular disclosure information about schedules of total revenues. Tabular disclosure information about schedule of revenues from external customers. The member represent enertec. The member represent iam inc. It represents tradename and trademark. It represents domain name and otehr intangible assets. The amount represent business combination recognized identifiable assets acquired and liabilities assumed noncurrent liabilitie other accrued severance pay. It represents Microphase. It represents power plus. It represents deposits and loans. It represents revolving credit facility. It represents net liabilities assets assumed. The member represent microphase corporation and power plus technical distributors. Information by share exchange agreement. Information by common stock warrants. Related to the entity Microphase Corporation. Information by business combination or series of individually immaterial business combinations. It represents entity. It represents share purchase agreement. It represents securities purchase agreement. It represent by stock outstanding period shares acquisitions. It represents as a description of purchase price consideration paid. The weighted average fair value of share-based compensation awards. Represents the first exercise price range. Represents the second exercise price range. Represents the third exercise price range. Information about plan. Information about plan. Represents information pertaining to cost of revenues. Represents information pertaining to engineering and product development. Information by location in the income statement. Information by location in the income statement. Number of options outstanding, including both vested and non-vested options. The number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan. Number of share options (or share units) exercised during the current period. The amount represent share based compensation arrangement by share based payment award options grants in period gross. Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Information about plan. Information by plan name pertaining to equity-based compensation arrangements. Information by stock incentive plan 2016 and 2012. Information by employee. Information about related party. Information by consultants and service providers. Related to the total amount of stock based compensation. Information by plan name pertaining to equity-based compensation arrangements. The amount represent granted. Estimated grant date fair value of options granted during the period. Excludes equity instruments other than options, for example, but not limited to, share units, stock appreciation rights, restricted stock. Represents information pertaining to Avalanche International Corp. Information by type of investments. Contractual interest rate for financing receivable. The discount rate of financing receivable when purchased. The conversion ratio of convertible financing receivable. The number of common shares can be converted into. It represents as a nonrevolving credit facility. It represents as a financing receivable face amount. Conversion price per share. It represents as a financin rreceivable interest rate stated percentage. It represents as a financing receivable term. This element represents the amount of recognized equity-based compensation related to warrants during the period, that is, the amount recognized as expense in the income statement (or as asset if compensation is capitalized). Number of new stock and warrants issued during the period. Equity impact of the value of stock and warrants issued during the period. Number of common stock issued for conversion of short-term advances. Amount refers to issuance of common stock for conversion of short-term advances. Number of shares issued for common stock upon exercise of stck options. Amount refers to issuance of common stock upon exercise of stock options. Number of shares issued for common stock upon exercise of warrants. Amount of issuance of common stock upon exercise of warrants. Number of shares issued of Series B preferred stock for conversion of short-term advances. Number of issuance of Series B preferred stock for conversion of short-term advances. Number of shares of issuance of preferred stock for cash and warrants. Amount refers to preffered stock issued for cash and warrants. Number of shares of issuance of preferred stock for cash and warrants. Amount refers to preffered stock issued for cash and warrants. Number of shares of issuance of preferred stock for cash and warrants. Amount refers to preffered stock issued for cash and warrants. Number of shares of issuance of preferred stock for cash and warrants. Amount refers to preffered stock issued for cash and warrants. Number of shares of issuance of preferred stock for cash and warrants. Amount refers to preffered stock issued for cash and warrants. Number of issuance of Series D preferred stock and common stock in acquisition of Microphase. Amount refers to Issuance of Series D preferred stock and common stock in acquisition of Microphase. Number of issuance of Series E preferred stock and common stock in acquisition of Microphase. Amount refers to issuance of Series E preferred stock and common stock in acquisition of Microphase. Number of issuance of common stock for conversion of Series E preferred stock. Amount refers to issuance of common stock for conversion of Series E preferred stock. Number of issuance of common stock in connection with convertible notes. Amount refers to issuance of common stock in connection with convertible notes. Number of issuance of common stock for domain name. Number of issuance of common stock and warrants in satisfaction of subsidiary debt. Amount refers to issuance of common stock and warrants in satisfaction of subsidiary debt. Number of issuance of common stock for acquisition of debt due from related party. Amount refers to issuance of common stock for acquisition of debt due from related party. Amount refers to fair value of personal guarantees in connection with debt financings. Amount refers to issuance of common stock for conversion of debt owed by subsidiary to former stakeholder. Number of issuance of common stock and cash for exchange fees and other financing costs. Amount refers to issuance of common stock and cash for exchange fees and other financing costs. It represents comprehensive loss. Amount refers to preferred dividends. Amount refers to preferred deemed dividends. Amount refers to net unrealized gain on securities available-for-sale, net of income taxes. Represents information pertaining to DPC. Represents information pertaining to DPL. It represents digital farms. Represents the revenue excluding the intersegment revenue. The amount of revenue crypto currency minning. The amount of revenue restaurant operations. The amount of revenue lending activities. Represents the elimination for intersegment revenues. Represents customer A. Represents customer B. Represents commercial products. Represents the defense products. It represents other member. Amount of additions of digital currencies. The amounts represented of the payment on convertible notes payables. The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets. The amount represents of the realized loss on sale of digital currencies. It represents cash proceeds. It represents unrealized loss on digital currencies. The gross amount of convertible promissory notes acquire during the period. Amount of investments in warrants. The amount of common stock acquired during the period. Amount of accrued interest in convertible promissory note. Amount of investment in convertible promissory note gross. The amount of original issue discount associated with the investment acquired during the period. Amount of total investment in net. Information about class of warrant. Borrowing which can be exchanged for a specified number of another security at the option of the issuer or the holder, for example, but not limited to, the entity's common stock. Amount of total investment in net. Investment in convertible promissory notes. The amount represents of the payment of convertible promissory notes. The amount of common stock acquired during the period. The increase (decrease), resulting in a gain, in the difference between the fair value and the carrying value, or in the comparative fair values, of warrant. The percentage of effect of change in tax rates. The percentage of effective income tax rate reconcilition change in limition enacted tax rate. Previous percentage of domestic federal statutory tax rate applicable to pretax income (loss). The amount of income tax expenses. The amount of operating loss carryforwards limitation. The amount of foreign net income loss. The percentage of effective income tax rate reconciliation foreign income tax. The percentage of effective income tax rate. Represents AVLP. Represents warrants. Represents MTIX limited. Represents amended and restated consulting agreement. Represents Mr Ault. Represents executive employment agreement. Information about agreement. Represents philou. Represents MiltonCAult. The member represent multiplex laser surface enhancement. The member represent w t johnson. The member represent convertible promissory notes. The member represent convertible promissory notes. The information of percentage of promissory notes. The member represent four accredited investors. The member represent corporate counsel. The member represent five year warrants. The member represent related parties. The member represent series c preferred stock units. The member represent six investor. The member represent short term loans. The member represent common agreement. The memeber represent trust agreement. Represents consideration fee. Represents agreement term. Represents description of stock purchase agreement term. Represents of repayment of sale of advance on future receipts. Represents percentage obligation of non cash compensation. Represents loan. The amount of purchase order. Represent contractual maturity terms. The percentage of ownership in property. The tabular disclosure of future non cancellable rental commitment under operating lease. The member represent restricted stock awards. Represent share based compensation arrangement by share based payment award options restricted stock. The amount of issuance of common stock. The amount of other comprehensive income loss foreign currency transaction and translation adjustment. The tabular disclosure of black scholes option pricing model and assumptions. Represent adoption sip. Represent adoption sip. Represent adoption sip per share. The member represent convertible debts. The member represent underwriting agreement. The member represent agp alliance global partners. 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The member represent investment in warrantts of public companies. The member represent investment in warrantts of public companies. Represents information pertaining to the convertible notes. The cash outflow associated with the purchase of all investments (debt, security, other) during the period. Amount of unrealized gain (loss) recognized in the income statement on unsold other securities. Information by gerberfinance. Information by revolving loan agreement. It represent by collateral boring base. It represent line of credit facility interest expences. Information by former officer employee. It represents entity. Information by number of officer employees. It represent by note payable outstanding. The amount of gain (loss) on the cancellation of notes payable during the period. Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. Information about short term promissory notes. 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Borrowing which can be exchanged for a specified number of another security at the option of the issuer or the holder, for example, but not limited to, the entity's common stock. Borrowing which can be exchanged for a specified number of another security at the option of the issuer or the holder, for example, but not limited to, the entity's common stock. Represents purchase agreement. Represents convertible note 1. Represents convertible note 3. Represents convertible note 5. Represents divine capital markets Lic. Represents convertible note 333. Represents convertible note 333. Represents convertible note 333. Represents ault and company. Represents HCWainwright and COLLC. It represents subscription agreement. The value represent of issuance of series B preferred stock value for conversion of short term advances. It represents class of warrant or right number of securities called by warrants or rights. Class of warrants oright exercise price of warrants or rights. 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The exercise price of convertible securities that were cancelled during the period. It represent by placement fees. It represent by consulting fees. It represent by grant additional funding. It represent granted fund utilized. Amount refer to extinguishment price (in dollars per share). It represents outstanding principal balance. It represents description of interest on principal amount. It represents description of extension of maturity date. It represents description of extension fee. It represents cancellation of principal. The amount of debt conversion original debt interest amount of debt. Information about exercise price. Information about exercise price. Information about exercise price. Information about exercise price. Information about exercise price. Information about exercise price. Information about exercise price. Information about exercise price. Information about exercise price. Information about exercise price. Information about exercise price. Information about exercise price. Information about exercise price. Information about exercise price. Information about exercise price. Information about exercise price. Information about exercise price. Information about exercise price. Term of warrant. Weighted average exercise price of warrants or rights. Right exercisable of warrant. Exercisable weighted average exercise price of warrant. Borrowing which can be exchanged for a specified number of another security at the option of the issuer or the holder, for example, but not limited to, the entity's common stock. Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount. Borrowing which can be exchanged for a specified number of another security at the option of the issuer or the holder, for example, but not limited to, the entity's common stock. Information about class of warrant. Information about class of warrant. Information about warrant term. The amount of cancellation of convertible note payable in shares of common stock. Represent description of operating lease expiration. The member represent block chain mining supply and services ltd. The member represent operating lease agreement. The member represent california and connecticut. The member represent convertible debt. The member represent securities purchase agreement. The member represent debt instrument. The member represent debt instrument. The member represent alliance global partners. The member represent black scholes option pricing model. The member represent non cash in interest expenses. The member represent convertible debts. The member represent convertible debts. The member represent convertible debts. The member represent convertible debts. The member represent convertible debts. The member represent warrant. The member represent convertible debts. The member represent warrant. The member represent convertible debts. 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Includes shares issued in an initial public offering or a secondary public offering. Number of warrant cancelled to purchase common stock. The description of warrant exchange. Represent debt instrument maturity term of issuance. The amount of revenue. The amount of short term advances. Number of new stock issued during the period. Informatiomn about Exercise of Prefunded Warrants. Information about WDCOATM Offering. The cash inflow from the additional capital contribution to the entity. The amount of remaining balance due. Infomation about Consultant. Amount of accrued revenue. Amount arising from proceeds from issuance of Series B and C convertible preferred stock. The amount of payment of debt with digital currency. The amount of purchase of assets with digital currency. The amount of payment of accounts payable with digital currency. The amount of increase decrease in accrued revenue. Amount refer to unit purchase price. Information about two MLSE units. 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AM’s outstanding common stock. 0.0173 0.0241 0.0241 0.0294 0.0142 0.0201 0.0214 0.0280 P5Y P4Y8M12D P4Y9M18D P4Y9M18D 0.984 1.247 1.158 1.317 1.248 1.384 0.985 1.287 0.00 0.00 0.00 0.00 12.00 15.61 11.40 11.40 20.00 30.20 16.00 11.40 33.80 16.00 27.60 33.80 46.40 46.40 173125 199875 373000 161500 8500 3125 P7Y6M7D P7Y6M14D P8Y6M7D P3Y8M16D P7Y4M20D P7Y5M12D 14.41 26.09 20.67 13.37 27.46 32.73 99032 36842 135874 92876 3031 3125 14.35 29.36 18.42 13.32 27.20 32.73 1831285 4719265 4874 13650 11922 2921532 2951978 1767287 8466 21449 46431 1501544 1577890 253395 1577890 2951978 965220 802066 4719265 507789 126942 161382 40500 50000 1500 144875 40500 3500 10000 173125 137125 118300 40500 50000 3500 11000 18175 3000 14.41 15.43 16.59 16.84 14.00 0.60 26.09 12.57 20.27 31.26 32.60 P9Y29D P8Y9M18D P8Y9M18D P7Y6M7D 0 6688 0 868632 50000 2897500 P4Y P5Y P10Y 507789 513510 482055 2640102 1532702 2.00 417169 191782 13.40 11.00 18.00 11.00 11.00 11.00 1.96 1.29 752529 P3Y2M12D 123395 79153 97440 130000 221333 125000 25000 2855500 2855500 12700000 428325 1905000 2333325 622220 95834 5000 384589 1062096 100000 9000 21000 21667 9100 9100 13636 10000 76193 76193 6940 30000 10000 333333 20000 450000 20000 1750000 7500 25000 3750 3750 17241 200000 31000 109724 7500 7500 18438 10046 27174 34597 15000 15000 7407 92583 73750 4167 10000 3180 6000 436753 102041 50000 478776 383882 1511115 126434 4036407 485198 1043908 485198 1043908 93918 93914 93918 93914 136482 1640935 1962685 23884470 136 1962549 1641 23882829 108067 184153 184153 25000 336486 375000 1662702 3740888 108 1662594 184 3740704 3740888 37878 30000 300000 482500 337990 211225 30000 30000 2091 108049 265054 1938 377678 46082 34597 45000 10000 250000 46082 18884 31250 109724 18073 3000 3000 557017 97800 18 556999 3 97797 97800 177305 107282 93324 13958 2245938 867166 177 2245761 107 867059 867166 50000 500000 50 499950 50000 500000 50 499950 433335 898040 433 897607 21667 52000 22 51978 -455002 91000 -455 91 364 378776 92122 2395595 379 92 1450569 944555 10000 10 10 -10000 30000 -378776 37878 470890 -10 30 470870 -379 38 341 22500 136961 399511 1541108 23 399488 136 1540972 2500 76193 940323 76 940247 30000 600000 30 599970 786797 2555952 786797 2555952 2133822 3408665 2133822 3408665 75259 75259 115000 115000 5000 25000 -82864 -2107582 5 -82869 25 -2107607 -54059 -54059 584182 -584182 108049 -108049 5171743 -8027746 5171743 -8027746 181608 2819584 182 2819402 500 25000 25000 250000 25 249975 -2750 -57748 -3 -57745 34222 981 33241 25000 25000 10000749 17762217 10499612 2036530 5226075 7889731 2111018 1675549 1675549 173751 3907280 3907280 173751 3907280 173751 2676219.51 3462140 3462140 347033 347033 36833 -36833 53501 -53501 10174500 27154219 14790758 2036530 5226075 1675549 3462140 -36833 8116983 2111018 -53501 3907280 1340766 5488657 4685843 10597256 16556963 6636954 2634166 672256 231124 19113226 1765991 5226075 1048927 254006 2906685 300326 65046 389808 2151505 183252 70754 2034358 436346 679917 324400 324000 6943997 0.50 0.12 P5Y P2Y The warrants entitle the Company to purchase up to 13,887,994 shares of AVLP common stock at an exercise price of $0.50 per share for a period of five years. 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The Pre-Funded Warrants were offered to each purchaser whose purchase of the Shares and the Common Warrant in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company’s outstanding common stock immediately following the consummation of the Offering. -6926293 4512912 4644022 2255341 2388681 2255341 2388681 430942 221333 119329 1634941 -739967 449479 -250460 -127602 -64587 -1311 6943997 4124220 2230641 6901593 812858 826408 1004317 324400 10991813 12176621 2336693 2115710 50000 50000 40000 40000 172222 101000 80000 80000 8655120 10060911 430719 -550048 430719 0 -550048 0.340 0.210 0.120 0.018 0.000 0.049 0.170 0.151 0.061 0.009 -0.045 -0.024 0.007 0.003 0.019 -0.001 -0.008 -0.003 0.35 1138845 43051999 7960184 Expiring at various times starting in 2022 through 2039. 157433 4887148 1808466 0.20 0.075 -0.008 -0.003 10000000 1400000 1400000 0.12 0.0300 0.0600 0.06 0.06 0.06 0.15 22.00 0.03 0.0400 0.0300 0.08 0.12 0.10 0.12 0.10 0.12 0.12 0.90 1.75 0.01 0.01 0.44 33333 Ten-year 400000 Philou may invest up to $5,000,000 in the Company through the purchase of Series B Preferred Stock over 36 months. In the Company through the purchase of Series B Preferred Stock over the term of 36 months. 8218000 4781000 0.015 44000 50000000 P3Y 400000 207500 75000 80800 300000 2267766 400500 2667766 600000 P5Y P5Y P5Y P5Y P5Y P5Y P5Y 0.28 0.72 0.28 -97440 -79153 0.14 0.13 31000 152078 -342857 152078 34966 -377823 100000 one-for-twenty Each twenty (20) shares of Common Stock issued and outstanding prior to the Reverse Stock Split were converted into one (1) share of Common Stock, with no change in authorized shares or par value per share. The shares of common stock shall be issued at a price equal to the greater of (i) $2.40 per share (the closing price of the Company’s common stock on January 9, 2019) or (ii) 80% of the lowest daily VWAP in the three days prior to the date of issuance, but not to exceed $8.00 per share. However, the Company shall have the right to pay the monthly amortization payment in cash within 72 hours by advising the investor via email within two hours of receipt of any conversion notice. The number of shares of Common Stock issuable upon delivery of issuance notices by the investor to the Company shall be determined by dividing the amount of the New Note to be drawn down by the greater of $2.40 or 80% of the lowest daily VWAP in the three trading days prior to the acquisition of the Common Stock. The number of shares of Common Stock issuable upon conversion of the Convertible Note shall be determined by dividing the amount to be converted by the greater of $2.40 or 80% of the lowest daily VWAP in the three trading days prior to the conversion, subject to certain conditions. The number of shares of Common Stock issuable upon delivery of issuance notices by the investor to the Company shall be determined by dividing the amount of the New Note to be drawn down by the greater of $2.40 or 80% of the lowest daily VWAP in the three trading days prior to the acquisition of the Common Stock. 6000000 2500000 2,500 2.40 2018-08-16 2019-04-15 2018-08-16 2019-01-15 2019-01-15 2019-07-15 2019-06-15 2019-03-31 2019-02-15 2018-12-31 2018-12-08 2019-03-31 2018-04-24 2018-04-27 2018-08-20 2018-06-22 2018-07-09 2019-08-10 2018-10-05 2018-09-24 2018-09-14 2018-10-23 2018-03-22 2018-02-23 2018-06-22 2019-02-15 2019-02-15 2018-08-13 2018-08-13 2018-10-16 2018-02-10 2017-06-02 2017-08-01 2017-08-01 2017-08-08 P3Y P5Y P5Y P10Y Over the term of the lease or the life of the asset, whichever is shorter. 585071 2436573 109306 127551 373000 936381 999641 192125 219443 64197 826408 812858 220880 8248440 13887993 3545 4333 15873 14182 3750 7407 106286 6795 24083 86207 384589 14000 37974 85000 49679 55556 31250 5625 8125 936381 550048 119329 133067 42283 48000000 5000 5000 4688630 11191056 4200000 7 10897 43000 122000 25000 25000 151499 95000 151000 604227 271565 1397389 2169613 550000 167203 394000 539360 885106 722868 423593 763500 356691 93607 24912 51424 7541 6843779 927726 7997126 752000 7997126 550000 202000 1189276 351573 65356 2549 6742494 397878 Interest accrued at the prime rate plus three and three-quarters percent (3.75%) on the unpaid principal. Effective June 15, 2017, the prime rate was increased from 4.00% to 4.25% resulting in a base rate of 8.00%. Interest accrued at the prime rate plus three and three-quarters percent (3.75%) on the unpaid principal. Effective June 15, 2017, the prime rate was increased from 4.00% to 4.25% resulting in a base rate of 8.00%. 0.0800 0.0800 0.025 0.025 500 250 25510 14.00 14.00 14.00 10000 In addition, for each share of Series B Preferred Stock purchased, Philou will receive warrants to purchase shares of common stock in a number equal to the stated value of each share of Series B Preferred Stock purchased divided by $0.70, at an exercise price equal to $14.00 per share of common stock. The warrants do not require a net cash-settlement or provide the holder with a choice of net-cash settlement. The warrants also do not contain a variable settlement provision. Accordingly, any warrants issued to Philou pursuant to the terms of the Preferred Stock Purchase Agreement shall be classified as equity instruments. Further, Philou shall have the right to participate in the Company’s future financings under substantially the same terms and conditions as other investors in those respective financings in order to maintain its then percentage ownership interest in the Company. Philou’s right to participate in such financings shall accrue and accumulate provided that it still owns at least 100,000 shares of Series B Preferred Stock. 401399 1000000 141951 250000 202000 550000 1250000 1250000 1722222 6000000 5999584 18865 1000000 1272600 789473 565000 1353411 23250 5723 2987 133884 259408 27174 10046 17241 31000 20000 20000 22500 20000 3225000 2774584 50000000 19022416 4469630 500000 37878 378776 455002 91000 91000 80167 52000 52000 0.24 Company of 92,122 shares of the Company’s Common Stock, 378,776 shares of the Company’s Series D Preferred Stock and warrants to purchase an aggregate of 50,000 shares of the Company’s Common Stock. On June 2, 2017, pursuant to the terms of the Share Exchange Agreement and in consideration of legal services, Microphase issued a $450,000 8% promissory note with a maturity date of November 25, 2017 to an unsecured creditor, Lucosky Brookman, LLP (the “Lucosky Note”). In conjunction with the issuance of the Lucosky Note, the Company issued Lucosky Brookman 10,000 shares of Series E Preferred Stock with a stated value equal to forty-five dollars ($45.00) per share. The Company, at its option, may redeem for cash, in whole or in part, at any time and from time to time, the shares of Series E Preferred Stock at the time outstanding, upon written notice to the holder of the shares, at a cash redemption price equal to $45 multiplied by the number of shares being redeemed. Any such optional redemption by the Company shall be credited against the Lucosky Note. 1525547 976286 1000000 For its services, the Placement Agent received, in addition to a 10.0% commission on the sale of each Unit and a 3.0% non-refundable expense allowance, warrants to purchase 10% of the Units sold at 120% of the Unit purchase price. 690000 P1Y 250323 5101127 Payable in 24 equal monthly installments. Either on a monthly or weekly basis. The principal and accrued interest on this note was due and payable on April 12, 2018, subject to a 30-day extension available to the Company. This promissory note was paid on July 25, 2018. The outstanding balance on this note was paid on July 2, 2018. Monthly Monthly P5Y 18000 15.00 5615 17629 9286 21000 13333 109000 150000 271565 1000000 5000000 634500 70500 The amount due pursuant to the 10% Short-Term Notes was equal to the entire original principal amount multiplied by 125% (the “Loan Premium”) plus accrued interest. Payment of principal and interest commenced in September 2017, payable in equal monthly installments over the remaining term. For a term of two months, subject to the Company’ ability to prepay within one month. 55000 5000 11.00 15.00 15.00 8.00 8.00 8.00 12.00 11.00 11.00 14.00 40.00 44.00 12.00 13.20 12.00 15.00 18.00 An additional $75,000 in short-term loans from the Company’s corporate counsel was converted into the Company’s equity securities; $52,000 was converted into one of the Series C Units and $23,000 was converted into the Company’s common stock. The Company did not record any additional interest expense as a result of the extinguishment of $130,000 in short-term loans since the carrying amount of the short-term loans was equivalent to the fair value of the consideration transferred, which was determined from the closing price of the Company’s equity securities on the date of extinguishment. During the year ended December 31, 2017, the Company also repaid $157,000 in short-term loans. But could only be converted if an event of default thereunder had occurred and not been cured on a timely basis. 35 15000 116875 12.00 1010000 510000 400000 300000 75000 300000 445000 155000 500000 200000 75000 100000 50000 750000 1750000 500000 360000 1550000 800000 1272600 200000 54750 124303 159500 85000 60000 The Company was required to pay $27,500 of interest. The Company incurred $47,076 of interest from Enertec’s short term bank credit. The principal amount with 50% of the total interest due on the principal payable at the closing and the remaining 50% payable over the term of the 10% Convertible Note. 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The amendments in Part I of this update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity&#8217;s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (&#8220;EPS&#8221;) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. 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In addition, upon the occurrence of a change of control, subject to certain restrictions, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice, redeem the Series A Preferred Stock, in whole or in part, within one hundred twenty (120) days after the first date on which such change of control occurred, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption. 25.00 25 31701549 1434 35849 1 35849 1 125 100 379 Microphase is a party to several notes payable agreements with seven of its past officers, employees and their family members. As of December 31, 2018, the aggregate outstanding balance pursuant to these notes payable agreements, inclusive of $57,752 of accrued interest, was $366,736, with annual interest rates ranging between 3.00% and 6.00%. During the year ended December 31, 2018, Microphase incurred $10,897 of interest on these notes payable agreements. In July 2016, one of these noteholders initiated litigation to collect the balance owed under the terms of his respective agreement. In October 2017, Microphase and the noteholder entered into a settlement agreement whereby Microphase agreed to pay the outstanding principal and interest of $122,000 and $43,000, respectively, by issuing to the noteholder 95,834 shares of Microphase common stock valued at $115,000 and paying $25,000 in cash. The value of the Microphase common stock was derived from the Company's recent acquisition of a majority interest in Microphase. Further, the parties agreed a final $25,000 would be paid within 18 months of the settlement agreement or Microphase would be required to pay the noteholder an additional $25,000. EX-101.PRE 13 dpw-20181231_pre.xml XBRL PRESENTATION FILE XML 14 R1.htm IDEA: XBRL DOCUMENT v3.19.1
Document and Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2018
Apr. 12, 2019
Jun. 29, 2018
Document And Entity Information      
Entity Registrant Name DPW Holdings, Inc.    
Entity Central Index Key 0000896493    
Document Type 10-K    
Trading Symbol DPW    
Document Period End Date Dec. 31, 2018    
Amendment Flag false    
Current Fiscal Year End Date --12-31    
Entity a Well-known Seasoned Issuer No    
Entity a Voluntary Filer No    
Entity Reporting Status Current Yes    
Entity Emerging Growth Company false    
Entity Ex Transition Period false    
Entity Small Business true    
Entity Shell Company false    
Entity Filer Category Non-accelerated Filer    
Entity Public Float     $ 31,701,549
Entity Common Stock, Shares Outstanding   23,189,615  
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2018    
XML 15 R2.htm IDEA: XBRL DOCUMENT v3.19.1
CONSOLIDATED BALANCE SHEETS - USD ($)
Dec. 31, 2018
Dec. 31, 2017
CURRENT ASSETS    
Cash and cash equivalents $ 902,329 $ 1,478,147
Marketable securities 178,597 1,834,570
Accounts receivable 1,930,971 1,898,241
Accounts and other receivable, related party 3,887,654 173,751
Accrued revenue 1,353,411
Inventories 3,261,126 1,992,865
Prepaid expenses and other current assets 775,981 1,407,104
TOTAL CURRENT ASSETS 12,290,069 8,784,678
Intangible assets 4,359,798 2,898,013
Digital currencies 1,535
Goodwill 8,463,070 3,651,984
Property and equipment, net 9,313,299 1,216,847
Investments - related party, net of original issue discount of $2,336,693 and $2,115,710, respectively 5,611,621 2,332,910
Investments in warrants and common stock - related party 3,043,499 7,728,001
Investments in preferred stock of private company 480,000 1,000,000
Investments in real estate 1,969,000
Other investments 2,572,230 1,637,672
Other investments, related parties 862,500 915,464
Other assets 459,259 343,325
TOTAL ASSETS 49,425,880 30,508,894
CURRENT LIABILITIES    
Accounts payable and accrued expenses 13,065,838 4,273,242
Accounts payable and accrued expenses, related party 57,752 69,855
Advances on future receipts 2,085,807 1,962,965
Short term advances 2,438,667
Short term advances, related party 73,761 245,000
Revolving credit facility 285,605 387,572
Notes payable 6,388,787 402,234
Notes payable, related party 166,925 133,569
Convertible notes payable 6,742,494 397,878
Other current liabilities 1,868,402 708,391
TOTAL CURRENT LIABILITIES 30,735,371 11,019,373
LONG TERM LIABILITIES    
Notes payable 483,659 525,492
Notes payable, related parties 142,059 175,748
TOTAL LIABILITIES 31,361,089 11,720,613
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY    
Preferred Stock, $0.001 par value - 23,121,224 shares authorized; nil shares issued and outstanding at December 31, 2018 and 2017
Additional paid-in capital 77,643,609 36,916,659
Accumulated deficit (55,721,115) (23,414,151)
Accumulated other comprehensive loss (3,902,523) 4,503,046
TOTAL DPW HOLDINGS STOCKHOLDERS' EQUITY 18,024,132 18,007,544
Non-controlling interest 40,658 780,737
TOTAL STOCKHOLDERS' EQUITY 18,064,790 18,788,281
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 49,425,880 30,508,894
Series A Preferred Stock [Member]    
STOCKHOLDERS' EQUITY    
Convertible Preferred Stock 1
Series B Preferred Stock [Member]    
STOCKHOLDERS' EQUITY    
Convertible Preferred Stock 125 100
Series D Preferred Stock [Member]    
STOCKHOLDERS' EQUITY    
Convertible Preferred Stock 379
Common Class A [Member]    
STOCKHOLDERS' EQUITY    
Common Stock 4,036 1,511
Common Class B [Member]    
STOCKHOLDERS' EQUITY    
Common Stock
XML 16 R3.htm IDEA: XBRL DOCUMENT v3.19.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Investments - related parties, original issue discount $ 2,336,693 $ 2,115,710
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, authorized 23,121,224 23,121,224
Preferred stock, issued
Preferred stock, outstanding
Series A Preferred Stock [Member]    
Convertible preferred stock, stated value (in dollars per share) $ 25 $ 25
Convertible redeemable preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Convertible preferred stock, authorized 1,000,000 1,000,000
Convertible preferred stock, issued 1,434
Convertible preferred stock, outstanding 1,434
Preferred stock, par value (in dollars per share) $ 2.50  
Convertible preferred stock, liquidation preference $ 35,850  
Series B Preferred Stock [Member]    
Convertible preferred stock, stated value (in dollars per share) $ 10 $ 10
Convertible redeemable preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Convertible preferred stock, authorized 500,000 500,000
Convertible preferred stock, issued 125,000 100,000
Convertible preferred stock, outstanding 125,000 100,000
Convertible preferred stock, liquidation preference $ 1,250,000 $ 1,000,000
Series D Preferred Stock [Member]    
Convertible preferred stock, stated value (in dollars per share) $ 0.01 $ 0.01
Convertible redeemable preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Convertible preferred stock, authorized 378,776 378,776
Convertible preferred stock, issued 378,776
Convertible preferred stock, outstanding 378,776
Convertible preferred stock, liquidation preference   $ 3,788
Common Class A [Member]    
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, authorized 500,000,000 500,000,000
Common stock, issued 4,036,407 1,511,115
Common stock, outstanding 4,036,407 1,511,115
Common Class B [Member]    
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, authorized 25,000,000 25,000,000
Common stock, issued
Common stock, outstanding
XML 17 R4.htm IDEA: XBRL DOCUMENT v3.19.1
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHNSIVE LOSS - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Total revenue $ 27,154,219 $ 10,174,500
Cost of revenue 21,774,658 6,325,027
Gross profit 5,379,561 3,849,473
Operating expenses    
Engineering and product development 1,430,538 1,119,745
Selling and marketing 3,010,790 1,721,050
General and administrative 19,842,378 6,991,723
Impairment loss on intangible assets 700,000
Impairment loss on digital currency 1,311
Total operating expenses 24,985,017 9,832,518
Loss from operations (19,605,456) (5,983,045)
Interest expense (13,453,344) (4,990,397)
Loss before income taxes (33,058,800) (10,973,442)
Income tax benefit 76,599 78,393
Net loss (32,982,201) (10,895,049)
Less: Net loss attributable to non-controlling interest 748,320 278,818
Net loss attributable to DPW Holdings (32,233,881) (10,616,231)
Preferred deemed dividends on Series B and Series C Preferred Stock (108,049) (584,182)
Preferred dividends on Series C Preferred Stock (54,059)
Net loss available to common stockholders $ (32,341,930) $ (11,254,472)
Basic and diluted net loss per common share (in dollars per share) $ (11.15) $ (18.05)
Basic and diluted weighted average common shares outstanding (in shares) 2,899,888 623,583
Comprehensive Loss    
Loss available to common stockholders $ (32,341,930) $ (11,254,472)
Other comprehensive income (loss)    
Foreign currency translation adjustment (377,823) 152,078
Net unrealized (loss) gain on securities available-for-sale (8,027,746) 5,171,743
Other comprehensive income (loss) (8,405,569) 5,323,821
Total Comprehensive loss (40,747,499) (5,930,651)
Revenue [Member]    
Total revenue 17,762,217 10,000,749
Cryptocurrency Mining [Member]    
Total revenue 1,675,549
Related Party [Member]    
Total revenue 3,907,280 173,751
Restaurant Operations [Member]    
Total revenue 3,462,140
Lending Activities [Member]    
Total revenue $ 347,033
XML 18 R5.htm IDEA: XBRL DOCUMENT v3.19.1
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Deficit [Member]
Accumulated Other Comprehensive Income (Loss)
Non-Controlling Interest [Member]
Total
Balance (in shares) at Dec. 31, 2016 383,882          
Balance at Dec. 31, 2016 $ 384 $ 16,534,243 $ (12,159,679) $ (820,775)   $ 3,554,173
Increase (Decrease) in Stockholders' Equity              
Compensation expense due to stock option issuances     485,198       485,198
Compensation expense due to warrant issuances     93,918       93,918
Issuance of common stock and warrants for cash (in shares)   136,482          
Issuance of common stock and warrants for cash   $ 136 1,962,549       1,962,685
Issuance of common stock for services (in shares)   108,067          
Issuance of common stock for services   $ 108 1,662,594       1,662,702
Issuance of common stock for conversion of debt (in shares)   337,990          
Issuance of common stock for conversion of debt   $ 338 4,036,263       4,036,601
Issuance of common stock upon exercise of stock options (in shares)   18,073          
Issuance of common stock upon exercise of stock options   $ 18 556,999       557,017
Issuance of common stock upon exercise of warrants (in shares)   177,305          
Issuance of common stock upon exercise of warrants   $ 177 2,245,761       2,245,938
Issuance of Series B preferred stock for cash and warrants (in shares) 50,000            
Issuance of Series B preferred stock for cash and warrants $ 50   499,950       500,000
Issuance of Series B preferred stock for conversion of debt (in shares) 50,000            
Issuance of Series B preferred stock for conversion of debt $ 50   499,950       500,000
Issuance of Series C preferred stock for cash and warrants (in shares) 433,335            
Issuance of Series C preferred stock for cash and warrants $ 433   897,607       898,040
Issuance of Series C preferred stock for conversion of debt (in shares) 21,667            
Issuance of Series C preferred stock for conversion of debt $ 22   51,978       52,000
Issuance of common stock for conversion of Series C preferred stock (in shares) (455,002) 91,000          
Issuance of common stock for conversion of Series C preferred stock $ (455) $ 91 364        
Issuance of Series D preferred stock and common stock in acquisition of Microphase (in shares) 378,776 92,122          
Issuance of Series D preferred stock and common stock in acquisition of Microphase $ 379 $ 92 1,450,569     $ 944,555 2,395,595
Issuance of Series E preferred stock and common stock in acquisition of Microphase (in shares) 10,000            
Issuance of Series E preferred stock and common stock in acquisition of Microphase $ 10           10
Issuance of common stock for conversion of Series E preferred stock (in shares) (10,000) 30,000          
Issuance of common stock for conversion of Series E preferred stock $ (10) $ 30 470,870       470,890
Issuance of common stock in connection with convertible notes (in shares)   22,500          
Issuance of common stock in connection with convertible notes   $ 23 399,488       399,511
Issuance of common stock for domain name (in shares)   2,500          
Issuance of common stock for domain name   $ 3 30,950       30,953
Issuance of common stock and warrants in satisfaction of subsidiary debt (in shares)   76,193          
Issuance of common stock and warrants in satisfaction of subsidiary debt   $ 76 940,247       940,323
Issuance of common stock for acquisition of debt due from related party (in shares)   30,000          
Issuance of common stock for acquisition of debt due from related party   $ 30 599,970       600,000
Beneficial conversion feature in connection with convertible notes     786,797       786,797
Fair value warrants issued in connection with convertible notes     2,133,822       2,133,822
Fair value of personal guarantees in connection with debt financings     75,259       75,259
Issuance of common stock for conversion of debt owed by subsidiary to former stakeholder           115,000 115,000
Cash for exchange fees and other financing costs (in shares)   5,000          
Cash for exchange fees and other financing costs   $ 5 (82,869)       (82,864)
Comprehensive loss:              
Net loss       (10,616,231)     (10,616,231)
Preferred dividends       (54,059)     (54,059)
Preferred deemed dividends     584,182 (584,182)      
Net unrealized loss on securities available-for-sale, net of income taxes         5,171,743   5,171,743
Foreign currency translation adjustments         152,078   152,078
Net loss attributable to non-controlling interest           (278,818) (278,818)
Balance (in shares) at Dec. 31, 2017 478,776 1,511,115          
Balance at Dec. 31, 2017 $ 479 $ 1,511 36,916,659 (23,414,151) 4,503,046 780,737 18,788,281
Increase (Decrease) in Stockholders' Equity              
Compensation expense due to stock option issuances     1,043,908       1,043,908
Compensation expense due to warrant issuances     93,914       93,914
Issuance of common stock and warrants for cash (in shares)   1,640,935          
Issuance of common stock and warrants for cash   $ 1,641 23,882,829       23,884,470
Issuance of common stock for services (in shares)   184,153          
Issuance of common stock for services   $ 184 3,740,704       3,740,888
Issuance of common stock for conversion of debt (in shares)   211,225          
Issuance of common stock for conversion of debt   $ 212 2,445,905       2,446,117
Issuance of common stock for conversion of short-term advances (in shares)   181,608          
Issuance of common stock for conversion of short-term advances   $ 182 2,819,402       2,819,584
Issuance of common stock upon exercise of stock options (in shares)   3,000          
Issuance of common stock upon exercise of stock options   $ 3 97,797       97,800
Issuance of common stock upon exercise of warrants (in shares)   107,282          
Issuance of common stock upon exercise of warrants   $ 107 867,059       867,166
Issuance of Series A preferred stock for cash (in shares) 1,434            
Issuance of Series A preferred stock for cash $ 1   35,849       $ 35,849
Issuance of Series B preferred stock for conversion of short-term advances (in shares) 25,000           500
Issuance of Series B preferred stock for conversion of short-term advances $ 25   249,975       $ 250,000
Issuance of common stock for conversion of Series E preferred stock (in shares) (378,776) 37,878          
Issuance of common stock for conversion of Series E preferred stock $ (379) $ 38 341        
Issuance of common stock in connection with convertible notes (in shares)   136,961          
Issuance of common stock in connection with convertible notes   $ 136 1,540,972       1,541,108
Repurchase of common stock (in shares)   (2,750)          
Repurchase of common stock   $ (3) (57,745)       (57,748)
Beneficial conversion feature in connection with convertible notes     2,555,952       2,555,952
Fair value warrants issued in connection with convertible notes     3,408,665       3,408,665
Cash for exchange fees and other financing costs (in shares)   25,000          
Cash for exchange fees and other financing costs   $ 25 (2,107,607)       (2,107,582)
Non-controlling interest from acquisition of I. AM     981     33,241 34,222
Non-controlling interest from Microphase           (25,000) (25,000)
Comprehensive loss:              
Net loss       (32,233,881)     (32,233,881)
Preferred deemed dividends     108,049 (108,049)      
Net unrealized loss on securities available-for-sale, net of income taxes         (8,027,746)   (8,027,746)
Foreign currency translation adjustments       34,966 (377,823)   (342,857)
Net loss attributable to non-controlling interest           (748,320) (748,320)
Balance (in shares) at Dec. 31, 2018 126,434 4,036,407          
Balance at Dec. 31, 2018 $ 126 $ 4,036 $ 77,643,609 $ (55,721,115) $ (3,902,523) $ 40,658 $ 18,064,790
XML 19 R6.htm IDEA: XBRL DOCUMENT v3.19.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Cash flows from operating activities:    
Net loss $ (32,982,201) $ (10,895,049)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation 2,447,249 193,671
Amortization 459,656 60,335
Interest expense - debt discount 11,191,055 4,688,630
Impairment of intangible assets 700,000
Accretion of original issue discount on notes receivable - related party (2,004,358) (453,346)
Accretion of original issue discount on notes receivable (175,921)
Interest expense on conversion of promissory notes to common stock 13,333
Deferred taxes   (225,488)
Provision for bad debts (32,729)
Stock-based compensation 4,719,266 1,831,435
Realized losses on sale of digital currencies 127,602
Realized losses on sale of marketable securities 175,405
Unrealized losses on trading securities 77,133
Changes in operating assets and liabilities:    
Accounts receivable 2,754,631 285,146
Accounts receivable, related party (3,713,903) (173,751)
Accrued revenue (1,353,411)
Digital currencies (1,633,630)
Inventories 13,137 100,156
Prepaid expenses and other current assets 1,210,933 (763,559)
Other investments, related party (335,040)
Other assets (232,442) (70,846)
Accounts payable and accrued expenses 6,850,263 1,515,870
Accounts payable, related parties (12,103) 69,855
Other current liabilities 959,235 74,813
Net cash used in operating activities (10,422,404) (4,116,564)
Cash flows from investing activities:    
Purchase of property and equipment (9,169,992) (402,779)
Proceeds from sale of property and equipment 16,595
Loss on dispositon of asset 22,172
Purchase of intangible asset (3,025) (50,000)
Purchase of Power Plus (377,661)
Purchase of Enertec (4,936,562)
Cash received on acquisitions 293,041 110,982
Investments - related party (1,244,353) (3,200,554)
Related party investment in real property (1,969,000)
Investment in real property (300,000)
Investments in warrants and common stock - related party (2,672,510)
Investments in marketable securities (858,458) (1,485,652)
Sales of marketable securities 2,188,292 63,606
Sales of digital currencies 64,587  
Investments - others (25,000)  
Loans to third party  
Loans to related parties (44,000)
Proceeds from loans to related parties 12,520 35,000
Investments in debt and equity securities (2,571,100) (3,039,500)
Net cash used in investing activities (20,618,928) (8,673,963)
Cash flows from financing activities:    
Gross proceeds from sales of common stock and warrants 23,884,470 2,035,147
Repurchase of common stock (57,747)
Proceeds from issuance of Series A Convertible Preferred Stock 33,699
Proceeds from issuance of Series B and C Convertible Preferred Stock 1,540,000
Financing cost in connection with sales of equity securities (2,107,582) (297,341)
Proceeds from stock option exercises 97,800 557,360
Proceeds from warrant exercises 867,166 2,245,938
Proceeds from convertible notes payable 11,550,000 2,918,200
Proceeds from notes payable - related party 350,000
Proceeds from notes payable 12,994,999 857,000
Proceeds from short-term advances - related party 136,761
Proceeds from short-term advances 762,000 2,439,000
Payments on short-term advances (646,500)
Payments on notes payable - related party (333)  
Payments on short-term advances - related party (13,000) 245,000
Payments on notes payable (12,133,140) (190,000)
Payments on convertible notes payable (2,362,281) (157,000)
Proceeds from advances on future receipts 3,350,277 2,889,175
Payments on advances on future receipts (5,505,079) (1,526,125)
Payments of preferred dividends (35,494)
Financing cost in connection with sales of debt securities (122,650)
Payments on revolving credit facilities, net (313,822) (524,710)
Net cash provided by financing activities 30,537,688 13,223,500
Effect of exchange rate changes on cash and cash equivalents (72,174) 49,000
Net increase (decrease) in cash and cash equivalents (575,818) 481,973
Cash and cash equivalents at beginning of period 1,478,147 996,174
Cash and cash equivalents at end of period 902,329 1,478,147
Supplemental disclosures of cash flow information:    
Cash paid during the period for interest 760,208 271,129
Non-cash investing and financing activities:    
Cancellation of convertible note payable into shares of common stock 2,446,116 2,497,721
Cancellation of convertible note payable, related party into shares of common stock 530,000
Cancellation of short term advances into shares of common stock 2,554,167
Cancellation of short term advances, related party into shares of common stock 45,000
Cancellation of short term advances, related party into shares of Series B Preferrred Stock 250,000
Payment of debt with digital currency 739,967  
Purchase of assets with digital currency 250,460  
Payment of accounts payable with digital currency 449,479  
Issuance of common stock for prepaid services 50,000
Cancellation of notes payable - related party into shares of common stock 369,334
Cancellation of notes payable into shares of common stock $ 2,204,365
Cancellation of note payable - related party into series B convertible preferred stock 500,000
Issuance of common stock for domain name $ 31,000
Issuance of common stock for prepaid services $ 410,000
In connection with the Company's acquisition of Microphase Corporation, equity instruments were issued and liabilities assumed during 2017 as follows:    
Fair value of assets acquired 7,907,744  
Equity instruments issued (1,451,040)  
Non-controlling interest (945,555)  
Liabilities assumed $ 5,511,149  
XML 20 R7.htm IDEA: XBRL DOCUMENT v3.19.1
DESCRIPTION OF BUSINESS
 12 Months Ended
Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
DESCRIPTION OF BUSINESS

1. DESCRIPTION OF BUSINESS

 

DPW Holdings, Inc., a Delaware corporation (“DPW” or the “Company”), formerly known as Digital Power Corporation, was incorporated in September 2017. The Company is a diversified holding company owning subsidiaries engaged in the following operating businesses: commercial and defense solutions, commercial lending, cryptocurrency blockchain mining, advanced textile technology and restaurant operations. The Company’s wholly-owned subsidiaries are Coolisys Technologies, Inc. (“Coolisys”), Digital Power Limited (“DP Limited”), Enertec Systems 2001 Ltd (“Enertec”), Power-Plus Technical Distributors, LLC (“Power-Plus”), Digital Power Lending, LLC (“DP Lending”) and Digital Farms, Inc. (“Digital Farms”), formerly known as Super Crypto Mining, Inc. The Company also has controlling interests in Microphase Corporation (“Microphase”) and I. AM, Inc. (“I.AM”). The Company has five reportable segments – North America with operations conducted by Microphase, Coolisys, Power-Plus and DP Lending, Europe with operations through DP Limited, Middle East with operations through Enertec, digital currency blockchain mining through Digital Farms and restaurant operations through I.AM.

 

On March 14, 2019, pursuant to the authorization provided by the Company’s stockholders at a Special Meeting of Stockholders, the Company’s Board of Directors approved the Certificate of Incorporation Amendment (the “COI Amendment”) to effectuate a reverse stock split of the Common Stock affecting both the authorized and issued and outstanding number of such shares by a ratio of one-for-twenty (the “Reverse Stock Split”).
XML 21 R8.htm IDEA: XBRL DOCUMENT v3.19.1
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS
 12 Months Ended
Dec. 31, 2018
Liquidity Going Concern And Managements Plans  
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS

2. LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS

 

The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern. As of December 31, 2018, the Company had cash and cash equivalents of $902,329, an accumulated deficit of $55,721,115 and a negative working capital of $18,445,302. The Company has incurred recurring losses and reported losses for the years ended December 31, 2018 and 2017, totaled $32,233,881 and $10,616,231, respectively. In the past, the Company has financed its operations principally through issuances of convertible debt, promissory notes and equity securities. During 2018, the Company continued to successfully obtain additional equity and debt financing and in restructuring existing debt.

 

The Company expects to continue to incur losses for the foreseeable future and needs to raise additional capital to continue its business development initiatives and to support its working capital requirements. In March 2017, the Company was awarded a 3-year, $50 million purchase order by MTIX Ltd. (“MTIX”) to manufacture, install and service the Multiplex Laser Surface Enhancement (“MLSE”) plasma-laser system. Currently, the Company has subcontracted out a significant amount of these services to third parties. Management believes that the MLSE purchase order will be a source of revenue and generate significant cash flows for the Company. Additionally, on April 2, 2019, the Company received gross proceeds of approximately $7 million in a public offering of its securities (See Note 28). Management believes that the Company has access to capital resources through potential public or private issuances of debt or equity securities. However, if the Company is unable to raise additional capital, it may be required to curtail operations and take additional measures to reduce costs, including reducing its workforce, eliminating outside consultants and reducing legal fees to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern.
XML 22 R9.htm IDEA: XBRL DOCUMENT v3.19.1
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
Dec. 31, 2018
Accounting Policies [Abstract]  
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

3. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of DPW and its wholly-owned subsidiaries, Coolisys, DP Limited, Power-Plus, Enertec, DP Lending and Digital Farms and its majority-owned subsidiaries, Microphase and I.AM. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Accounting Estimates

 

The preparation of financial statements, in conformity with U.S. GAAP, requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include acquisition accounting, fair value of certain financial instruments, reserve for trade receivables and inventories, carrying amounts of investments, fair value of digital currencies, accruals of certain liabilities including product warranties, useful lives and depreciation, and deferred income taxes and related valuation allowance.

 

Revenue Recognition

 

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

 

  · Step 1: Identify the contract with the customer,
  · Step 2: Identify the performance obligations in the contract,
  · Step 3: Determine the transaction price,
  · Step 4: Allocate the transaction price to the performance obligations in the contract, and
  · Step 5: Recognize revenue when the company satisfies a performance obligation.

 

The Company’s disaggregated revenues consist of the following for the year ended December 31, 2018:

 

    Year ended December 31, 2018  
                      Digital              
    DPC     DPL     Enertec     Farms     I.AM     Total  
                                     
Primary Geographical                                                
Markets                                                
North America   $ 13,875,883     $ 11,804     $ —     $ 1,675,549     $ 3,462,140     $ 19,025,376  
Europe     159,350       1,656,516       —       —       —       1,815,866  
Middle East     —       —       5,226,075       —       —       5,226,075  
Other     718,692       368,210       —       —       —       1,086,902  
    $ 14,753,925     $ 2,036,530     $ 5,226,075     $ 1,675,549     $ 3,462,140     $ 27,154,219  
                                                 
Major Goods                                                
RF/Microwave Filters   $ 3,331,575     $ —     $ —     $ —     $ —     $ 3,331,575  
Detector logarithmic                                                
 video amplifiers     1,338,912       —       —       —       —       1,338,912  
Power Supply Units     5,829,125       —       —       —       —       5,829,125  
Power Supply Systems     —       2,036,530       —       —       —       2,036,530  
Healthcare diagnostic systems     —       —       1,715,512       —       —       1,715,512  
Defense systems     —       —       3,510,563       —       —       3,510,563  
Digital Currency Mining     —       —       —       1,675,549       —       1,675,549  
Restaurant operations     —       —       —       —       3,462,140       3,462,140  
Lending activities     347,033       —       —       —       —       347,033  
MLSE Systems     3,907,280       —       —       —       —       3,907,280  
    $ 14,753,925     $ 2,036,530     $ 5,226,075     $ 1,675,549     $ 3,462,140     $ 27,154,219  
                                                 
Timing of Revenue                                                
Recognition                                                
Goods transferred at a                                                
 a point in time   $ 10,846,645     $ 1,411,798     $ —     $ 1,675,549     $ 3,462,140     $ 17,396,132  
Services transferred over time     3,907,280       624,732       5,226,075       —       —       9,758,087  
    $ 14,753,925     $ 2,036,530     $ 5,226,075     $ 1,675,549     $ 3,462,140     $ 27,154,219  

 

Sales of Products

 

The Company generates revenues from the sale of its products through a direct and indirect sales force. The Company’s performance obligations to deliver products are satisfied at the point in time when products are received by the customer, which is when the customer has title and the significant risks and rewards of ownership. The Company provides standard assurance warranties, which are not separately priced, that the products function as intended. The Company primarily receives fixed consideration for sales of product. Some of the Company’s contracts with distributors include stock rotation rights after six months for slow moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. The Company’s customers generally pay within 30 days from the receipt of a valid invoice.

 

Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC 606-10-50-14(a) of not disclosing information about its remaining performance obligations.

 

Manufacturing Services

 

The Company provides manufacturing services in exchange primarily for fixed fees, however, the initial two MLSE units are subject to variable pricing under the $50 million purchase order from MTIX. Under the terms of the MLSE purchase order, the Company shall be entitled to cost plus $100,000 for the manufacture of the first two MLSE units. The Company has determined that the costs of manufacturing the MLSE units will decline over time due to the effects of a learning curve which will result in a great amount of revenue being recognized for these initial two MLSE units.

 

For manufacturing services, which include revenues generated by Enertec and in certain instances revenues generated by DPL, the Company’s performance obligation for manufacturing services is satisfied over time as the Company creates or enhances an asset that the customer controls as the asset is created or enhanced. Generally, the Company recognizes revenue based upon proportional performance over time using a cost to cost method which measures progress based on the costs incurred to total expected costs in satisfying its performance obligation. This method provides a depiction of the progress in providing the manufacturing service because there is a direct relationship between the costs incurred by the Company and the transfer of the manufacturing service to the customer. Manufacturing services that are recognized based upon the proportional performance method are included in the above table as services transferred over time and to the extent the customer has not been invoiced for these revenues, as accrued revenue in the accompanying consolidated balance sheets. Revisions to the Company’s estimates may result in increases or decreases to revenues and income and are reflected in the consolidated financial statements in the periods in which they are first identified.

 

The Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component to the extent that the period between when the Company transfers its promised good or service to the customer and when the customer pays is one year or less.

 

The aggregate amount of the transaction price allocated to the performance obligation that is partially unsatisfied as of December 31, 2018 for the MLSE units was approximately $48 million. The Company expects to recognize the remaining revenue related to the partially unsatisfied performance obligation over the next two and a half years. The Company will be paid in installments for this performance obligation over the next two and a half years.

 

Blockchain Mining

 

The Company derives its revenue by providing transaction verification services within the digital currency networks of cryptocurrencies, such as Bitcoin, Bitcoin Cash and Litecoin. The Company satisfies its performance obligation at the point in time that which the Company is awarded a unit of digital currency through its participation in the applicable network and network participants benefit from the Company’s verification service. In consideration for these services, the Company receives digital currencies which are recorded as revenue, using the closing U. S. dollar price of the related cryptocurrency on the date of receipt. Expenses associated with running the cryptocurrency mining business, such as equipment deprecation and electricity cost are recorded as a component of cost of revenues.

 

Restaurant Operations

 

The Company records revenue from restaurant sales at the time of sale, net of discounts, coupons, employee meals and complimentary meals and gift cards. Restaurant cost of sales primarily includes the cost of good, beverages, and merchandise and disposable paper and plastic goods used in preparing and selling the Company’s menu items, and exclude depreciation and amortization. Vendor allowances received in connection with the purchase of a vendor’s products are recognized as a reduction of the related food and beverage costs as earned.

 

Foreign Currency Translation

 

A substantial portion of the Company’s revenues are generated in U.S. dollars (“U.S. dollar”). In addition, a substantial portion of the Company’s costs are incurred in U.S. dollars. Company management has determined that the U.S. dollar is the functional currency of the primary economic environment in which it operates.

 

Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) No. 830, Foreign Currency Matters (“ASC No. 830”). All transaction gains and losses from the re-measurement of monetary balance sheet items are reflected in the statements of operations as financial income or expenses as appropriate.

 

The financial statements of DPL and Enertec, whose functional currencies have been determined to be their local currencies, the British Pound (“GBP”) and the Israeli Shekel (“ILS”), have been translated into U.S. dollars in accordance with ASC No. 830.  All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statement of operations amounts have been translated using the average exchange rate in effect for the reporting period. The resulting translation adjustments are reported as other comprehensive income (loss) in the consolidated statement of comprehensive income (loss) and accumulated comprehensive income (loss) in statement of changes in stockholders' equity (deficit).

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company’s cash is maintained in checking accounts, money market funds and certificates of deposits with reputable financial institutions. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance limits. The Company has cash and cash equivalents of $409,945 and $292,153 at December 31, 2018 and 2017, respectively, in the United Kingdom (“U.K”) and $60,040 and nil, respectively, in Israel. The Company has not experienced any losses on deposits of cash and cash equivalents.

 

Accounts Receivable and Allowance for Doubtful Accounts

 

The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying amount of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company individually reviews all accounts receivable balances and based upon an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company estimates the allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered past-due based on its contractual terms. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. Based on an assessment as of December 31, 2018 and 2017, of the collectability of invoices, accounts receivable are presented net of an allowance for doubtful accounts of $5,000 and $5,000, respectively.

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value. Inventory write-offs are provided to cover risks arising from slow-moving items or technological obsolescence.

 

Cost of inventories is determined as follows:

 

Raw materials, parts and supplies - using the “first-in, first-out” method.

 

Work-in-progress and finished products - on the basis of direct manufacturing costs with the addition of indirect manufacturing costs.

 

The Company periodically assesses its inventories valuation in respect of obsolete and slow-moving items by reviewing revenue forecasts and technological obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the time of the review was not expected to be sold, is written off.

 

During the years ended December 31, 2018 and 2017, the Company did not record inventory write-offs within the cost of revenue.

 

Property and Equipment, Net

 

Property and equipment as well as an intangible asset are stated at cost, net of accumulated depreciation and amortization. Repairs and maintenance costs are expensed as incurred. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates:

 

    Useful lives (in years)
     
Computer, software and related equipment   3 - 5
Office furniture and equipment   5 - 10
Leasehold improvements   Over the term of the lease or the life of the asset, whichever is shorter.

 

Goodwill

 

The Company evaluates its goodwill for impairment in accordance with ASC 350, Intangibles – Goodwill and Other. Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired.

 

The Company tests the recorded amount of goodwill for impairment on an annual basis on December 31 of each fiscal year or more frequently if there are indicators that the carrying amount of the goodwill exceeds its carried value. At December 31, 2018, the Company had five reporting units. The Company performed a qualitative assessment and concluded that no impairment existed as of December 31, 2018.

 

Intangible Assets

 

The Company acquired amortizable intangibles assets as part of three asset purchase agreements consisting of customer lists and non-compete agreements. The Company also has the trade names and trademarks associated with the acquisitions of Microphase and I.AM which were determined to have an indefinite life. The Company’s intangible assets, net also include definite lived intangible assets, which are being amortized on a straight-line basis over their estimated useful lives as follows:

 

    Useful lives (in years)
Customer list   5 - 14
Non-competition agreements   3
Domain name and other intangible assets   3

 

The Company reviews intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. No impairments were recorded on intangible assets as no impairment indicators were noted for the periods presented in these consolidated financial statements.

 

Long-Lived Assets

 

The long-lived assets of the Company are reviewed for impairment in accordance with ASC No. 360, Property, Plant, and Equipment, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. As of December 31, 2018 and 2017, no impairment charges were necessary.

 

Warranty

 

The Company offers a warranty period for all its manufactured products. Warranty periods range from one to two years depending on the product. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company's warranty liability include the number of units sold, historical rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary. As of December 31, 2018 and 2017, the Company’s accrued warranty liability was $86,495.

 

Income Taxes

 

The Company determines its income taxes under the asset and liability method in accordance with FASB ASC No. 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date.

 

The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25. ASC No. 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC No. 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. To the extent that the final tax outcome of these matters is different than the amount recorded, such differences impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. ASC No. 740-10-25 also requires management to evaluate tax positions taken by the Company and recognize a liability if the Company has taken uncertain tax positions that more likely than not would not be sustained upon examination by applicable taxing authorities. Management of the Company has evaluated tax positions taken by the Company and has concluded that as of December 31, 2018 and 2017, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability that would require disclosure in the financial statements. The Company has not yet filed its 2016 or 2017 tax returns.

 

Common Stock Purchase Warrants and Other Derivative Financial Instruments

 

The Company classifies common stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company determined that certain freestanding derivatives, which principally consist of issuance of warrants to purchase shares of common stock in connection with convertible notes and to employees of the Company, satisfy the criteria for classification as equity instruments as these warrants do not contain cash settlement features or variable settlement provision that cause them to not be indexed to the Company’s own stock.

 

Stock-Based Compensation

 

The Company accounts for stock-based compensation in accordance with ASC No. 718, Compensation – Stock Compensation (“ASC No. 718”). Under ASC No. 718, compensation expense related to stock-based payments is recorded over the requisite service period based on the grant date fair value of the awards. Compensation previously recorded for unvested stock options that are forfeited is reversed upon forfeiture. The Company uses the Black-Scholes option pricing model for determining the estimated fair value for stock-based awards. The Black-Scholes model requires the use of assumptions which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock.

 

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC No. 505-50, Equity Based Payments to Non-Employees. Accordingly, the measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

 

Convertible Instruments

 

The Company accounts for hybrid contracts that feature conversion options in accordance with ASC No. 815, Derivatives and Hedging Activities (“ASC No. 815”). ASC No. 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

 

Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument.

 

The Company accounts for convertible instruments, when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, in accordance with ASC No. 470-20, Debt with Conversion and Other Options (“ASC No. 470-20”). Under ASC No. 470-20 the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. The Company accounts for convertible instruments (when the Company has determined that the embedded conversion options should be bifurcated from their host instruments) in accordance with ASC No. 815.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables.

 

Cash and cash equivalents are invested in banks in the U.S., UK and Israel. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions.

 

Trade receivables of the Company and its subsidiaries are mainly derived from sales to customers located primarily in the U.S., Europe and Israel. The Company performs ongoing credit evaluations of its customers and to date has not experienced any material losses. An allowance for doubtful accounts is determined with respect to those amounts that the Company and its subsidiaries have determined to be doubtful of collection.

 

Comprehensive Income (Loss)

 

The Company reports comprehensive loss in accordance with ASC No. 220, Comprehensive Income. This statement establishes standards for the reporting and presentation of comprehensive loss and its components in a full set of general purpose financial statements. Comprehensive loss generally represents all changes in equity during the period except those resulting from investments by, or distributions to, stockholders. The Company determined that its items of other comprehensive loss relate to changes in foreign currency translation adjustments, unrealized gains on its marketable securities and unrealized gains and losses in its warrants and common stock in AVLP, a related party.

 

Fair value of Financial Instruments

 

In accordance with ASC No. 820, Fair Value Measurements and Disclosures, fair value is defined as the exit price, or the amount that would be received for the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date.

 

The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:

 

Level 1: Quoted market prices in active markets for identical assets or liabilities.

 

Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or model-derived valuations. All significant inputs used in our valuations are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include quoted prices that were adjusted for security-specific restrictions which are compared to output from internally developed models such as a discounted cash flow models.

 

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The carrying amounts of financial instruments carried at cost, including cash and cash equivalents, accounts receivables and accounts and other receivable – related party, investments, notes receivable, trade payables and trade payables – related party approximate their fair value due to the short-term maturities of such instruments.

 

As of December 31, 2018 and 2017, the fair value of the Company’s investments were $3,256,468 and $9,562,571, respectively, and were concentrated in equity securities of Avalanche International Corp., which we refer to as AVLP, a related party (See Note 10), which are classified as available-for-sale investments. At December 31, 2018, the Company's investment in AVLP included marketable equity securities of $812,858 and warrants to purchase 13,887,993 shares of AVLP common stock at an exercise price of $0.50 per share of common stock with an aggregate fair value of $3,043,499. At December 31, 2017, the Company's investment in AVLP included marketable equity securities of $826,408 and warrants to purchase 8,248,440 shares of AVLP common stock at an exercise price of $0.50 per share of common stock with an aggregate fair value of $7,728,001. For investments in marketable equity securities, the Company took into consideration general market conditions, the duration and extent to which the fair value is above cost, and the Company’s ability and intent to hold the investment for a sufficient period of time to allow for recovery of value in the foreseeable future. As a result of this analysis, the Company has determined that its investment in AVLP’s marketable equity securities are valued based upon the closing market price of common stock at December 31, 2018 and 2017, which resulted in an unrealized gain of $119,329 and $550,048, respectively.

 

At December 31, 2018, the Company held shares of common stock in one company that it had purchased at the market, for a total cost of $220,880 with an aggregate fair value of $178,597. In accordance with ASC No. 320-10, this investment is accounted for based upon the closing market price of the respective common stock at December 31, 2018 and 2017, resulting in an unrealized loss of $42,283 and unrealized gain of $133,067, respectively.

 

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy:

 

    Fair Value Measurement at December 31, 2018  
    Total     Level 1     Level 2     Level 3  
Investments in common stock and warrants of
AVLP – a related party		   $ 3,043,499     $ 812,858     $ —     $ 2,230,641  
Investments in marketable securities     178,597       178,597       —       —  
Investments in warrants of public companies     34,372       —       —       34,372  
Total Investments   $ 3,256,468     $ 991,455     $ —     $ 2,265,013  

 

    Fair Value Measurement at December 31, 2017  
    Total     Level 1     Level 2     Level 3  
Investments in common stock and warrants of
AVLP – a related party		   $ 7,728,001     $ 826,408     $ —     $ 6,901,593  
Investments in marketable securities     1,834,570       1,834,570       —     $ —  
Total Investments   $ 9,562,571     $ 2,660,978     $ —     $ 6,901,593  

 

We assess the inputs used to measure fair value using thee three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market.

 

Debt Discounts

 

The Company accounts for debt discount according to ASC No. 470-20, Debt with Conversion and Other Options. Debt discounts are amortized through periodic charges to interest expense over the term of the related financial instrument using the effective interest method. During the years ended December 31, 2018 and 2017, the Company recorded amortization of debt discounts of $11,191,056 and $4,688,630, respectively.

 

Net Loss per Share

 

Net loss per share is computed by dividing the net loss to common stockholders by the weighted average number of common shares outstanding. The calculation of the basic and diluted earnings per share is the same for all periods presented, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for all periods presented. Anti-dilutive securities, which are convertible into the Company’s Class A common stock, consist of the following at December 31, 2018 and 2017:

 

    2018     2017  
Stock options     373,000       192,125  
Warrants     936,381       219,443  
Convertible notes     999,641       64,197  
Preferred stock     127,551       109,306  
Total     2,436,573       585,071  

 

Reclassifications

 

Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations. In addition, certain prior year amounts from the restated amounts have been reclassified for consistency with the current period presentation.

 

Recently Issued Accounting Standards

 

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 - Revenue Recognition (“ASC 605”) and most industry-specific guidance throughout ASC 605. The FASB has issued numerous updates that provide clarification on a number of specific issues as well as requiring additional disclosures. The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.

 

The Company adopted ASC 606 effective January 1, 2018 to all contracts using the modified retrospective approach. The adoption of ASU 2014-09 did not have a material impact on the Company’s consolidated financial position, results of operations, equity or cash flows.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), (“ASU 2016-02”) in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous U.S. GAAP. For public companies, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted.  In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) lease classification or (c) determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous U.S. GAAP. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented.  The Company adopted Topic 842 on January 1, 2019, using the optional transition method to apply the new guidance as of January 1, 2019, rather than as of the earliest period presented, and elected the package of practical expedients described above. The Company expects to recognize additional operating liabilities of approximately $4.2 million, with corresponding ROU assets of approximately the same amount as of January 1, 2019 based on the present value of the remaining lease payments.

 

In July 2017, the FASB issued ASU No. 2017-11, Earnings per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) (“ASU 2017-11”). ASU 2017-11 consists of two parts. The amendments in Part I of this update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common stockholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this update re-characterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part II of this update do not require any transition guidance because those amendments do not have an accounting effect. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and related disclosures but does not expect it to have a material impact.

 

In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, (“ASU 2018-07”). ASU 2018-07 simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under ASU 2018-07, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after Dec. 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and related disclosures but does not expect it to have a material impact.
XML 23 R10.htm IDEA: XBRL DOCUMENT v3.19.1
Digital Currencies
 12 Months Ended
Dec. 31, 2018
Digital Currencies  
Digital Currencies

4. Digital Currencies 

 

The following table presents additional information about digital currencies: 

 

    Digital Currencies
Balance at January 1, 2017   $                      —
Additions of digital currencies   1,634,941
Payment on convertible notes payable   (739,967)
Payments to vendors   (449,479)
Purchase of fixed assets   (250,460)
Realized loss on sale of digital currencies   (127,602)
Cash proceeds   (64,587)
Unrealized loss on digital currencies   (1,311)
Balance at December 31, 2018   $                 1,535

  

At December 31, 2018, the Company’s digital currencies consisted of Bitcoin Cash and Litecoin. Digital currencies are recorded at cost on the date they are received as revenues and are tested for impairment at each reporting date. Fair value is determined by taking the closing price from the most liquid exchanges.
XML 24 R11.htm IDEA: XBRL DOCUMENT v3.19.1
Marketable Securities
 12 Months Ended
Dec. 31, 2018
Marketable Securities [Abstract]  
Marketable Securities

5. Marketable Securities

 

Marketable securities in equity securities with readily determinable market prices consisted of the following as of December 31, 2018 and December 31, 2017: 

 

    Available-for-sale securities at December 31, 2018
        Gross unrealized   Gross realized    
    Cost   gains (losses)   gains (losses)   Fair value
Common shares   $220,880   ($42,283)    $                —    $    178,597
    Available-for-sale securities at December 31, 2017
        Gross unrealized   Gross realized    
    Cost   gains (losses)   gains (losses)   Fair value
Common shares   $1,701,503   $133,067    $                —    $ 1,834,570
                               

The following table presents additional information about marketable securities:

 

Balance at January 1, 2018   $      1,834,570
Purchases of marketable securities   858,458
Sales of marketable securities   (2,188,292)
Realized losses on marketable securities   (175,405)
Unrealized gains on marketable securities   (150,734)
Balance at December 31, 2018   $        178,597
     

Available-for-sale Securities 

 

At December 31, 2018 and 2017, the Company had invested in the marketable securities of certain publicly traded companies. At December 31, 2018 and 2017, the Company recorded an unrealized loss of $42,283 and an unrealized gain of $133,067, respectively, representing the difference between the cost basis and the estimated fair value, as accumulated other comprehensive income in the stockholder's equity section of the Company’s consolidated balance sheet and as a change in unrealized gains and losses on marketable securities in the Company’s consolidated statements of comprehensive income (loss). The Company’s investment in marketable securities will be revalued on each balance sheet date.  The fair value of the Company’s holdings in marketable securities at December 31, 2018 and 2017 is a Level 1 measurement based on quoted prices in an active market.
XML 25 R12.htm IDEA: XBRL DOCUMENT v3.19.1
INVENTORIES
 12 Months Ended
Dec. 31, 2018
Inventory Disclosure [Abstract]  
INVENTORIES

6. INVENTORIES 

 

At December 31, 2018 and 2017, inventories consist of: 

 

  2018   2017
Raw materials, parts and supplies $              2,026,839   $           541,816
Work-in-progress 483,706   685,410
Finished products 750,581   765,639
Total inventories $              3,261,126   $         1,992,865
XML 26 R13.htm IDEA: XBRL DOCUMENT v3.19.1
PROPERTY AND EQUIPMENT, NET
 12 Months Ended
Dec. 31, 2018
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT, NET

7. PROPERTY AND EQUIPMENT, NET 

 

At December 31, 2018 and 2017, property and equipment consist of: 

 

  2018   2017
Cryptocurrency machines and related equipment $              9,168,928   $                    —
Computer, software and related equipment 2,495,470   2,431,906
Restaurant equipment 752,103   —
Office furniture and equipment 287,583   289,288
Leasehold improvements 1,274,865   788,057
  13,978,949   3,509,251
Accumulated depreciation and amortization (4,665,650)   (2,292,404)
Property and equipment, net $              9,313,299   $        1,216,847

  

For the years ended December 31, 2018, depreciation expense amounted to $2,447,249 and $193,671, respectively.
XML 27 R14.htm IDEA: XBRL DOCUMENT v3.19.1
INTANGIBLE ASSETS, NET
 12 Months Ended
Dec. 31, 2018
Intangible Assets Net  
INTANGIBLE ASSETS, NET

8. INTANGIBLE ASSETS, NET

 

At December 31, 2018 and 2017 intangible assets consist of:

 

    2018     2017  
Trade name and trademark   $ 1,562,332     $ 1,739,307  
Customer list     2,388,139       988,041  
Non-competition agreements     150,000       150,000  
Domain name and other intangible assets     762,807       81,000  
      4,863,278       2,958,348  
Accumulated depreciation and amortization     (503,480 )     (60,335 )
Property and equipment, net   $ 4,359,798     $ 2,898,013  

 

During the years ended December 31, 2018 and 2017, the Company acquired the trade names and trademarks of I.AM and Microphase, both which were determined to have an indefinite life, for $520,000 and $1,739,307, respectively. The remaining definite lived intangible assets are being amortized on a straight-line basis over their estimated useful lives. Amortization expense was $459,656 and $60,335 for the years ended December 31, 2018 and 2017, respectively.

 

The customer list and non-competition agreements are subject to amortization over their estimated useful lives, which range between 3 and 14 years. The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter.

 

2019     $ 506,271  
2020       382,251  
2021       242,503  
2022       224,003  
2023       210,670  
Thereafter       1,044,254  
      $ 2,609,952  
XML 28 R15.htm IDEA: XBRL DOCUMENT v3.19.1
GOODWILL
 12 Months Ended
Dec. 31, 2018
Goodwill Disclosure Abstract  
GOODWILL

9. GOODWILL 

 

The Company’s goodwill relates to the acquisitions of a controlling interest in Microphase on June 2, 2017 and I. AM, Inc. (“I. AM”) on May 23, 2018, the acquisition of Enertec Systems 2001 Ltd. (“Enertec”) on May 22, 2018, and the acquisition of all of the outstanding membership interests in Power Plus on September 1, 2017.
XML 29 R16.htm IDEA: XBRL DOCUMENT v3.19.1
INVESTMENTS - RELATED PARTIES
 12 Months Ended
Dec. 31, 2018
Investments, Debt and Equity Securities [Abstract]  
INVESTMENTS - RELATED PARTIES

10. INVESTMENTS – RELATED PARTIES

 

Investments in AVLP at December 31, 2018 and 2017, are comprised of the following:

 

    December 31,  
    2018     2017  
Investment in convertible promissory note of AVLP   $ 6,943,997     $ 4,124,220  
Investment in warrants of AVLP     2,230,641       6,901,593  
Investment in common stock of AVLP     812,858       826,408  
Accrued interest in convertible promissory note of AVLP     1,004,317       324,400  
Total investment in AVLP – Gross     10,991,813       12,176,621  
Less: original issue discount     (2,336,693 )     (2,115,710 )
Total investment in AVLP – Net   $ 8,655,120     $ 10,060,911  

 

The following table summarizes the changes in our investments in AVLP during the year ended December 31, 2018:

 

    Investment in     Investment in        
    warrants and     convertible     Total  
    common stock     promissory     investment  
    of AVLP     note of AVLP     in AVLP – Net  
Balance at January 1, 2017   $ 84,578     $ 952,073     $ 1,036,651  
Investment in convertible promissory notes of AVLP     —       620,091       620,091  
Investment in common stock of AVLP     191,782       —       191,782  
Fair value of warrants issued by AVLP     2,388,681       —       2,388,681  
Unrealized gain in warrants of AVLP     4,512,912       —       4,512,912  
Unrealized gain in common stock of AVLP     550,048       —       550,048  
Accretion of discount     —       436,346       436,346  
Accrued Interest     —       324,400       324,400  
Balance at December 31, 2018   $ 7,728,001     $ 2,332,910     $ 10,060,911  
Investment in convertible promissory notes of AVLP     —       1,671,936       1,671,936  
Payment of convertible promissory notes of AVLP     —       (1,107,500 )     (1,107,500 )
Investment in common stock of AVLP     417,169       —       417,169  
Fair value of warrants issued by AVLP     2,255,341       —       2,255,341  
Unrealized loss in warrants of AVLP     (6,926,293 )     —       (6,926,293 )
Unrealized loss in common stock of AVLP     (430,719 )     —       (430,719 )
Accretion of discount     —       2,034,358       2,034,358  
Accrued Interest     —       679,917       679,917  
Balance at December 31, 2018   $ 3,043,499     $ 5,611,621     $ 8,655,120  

 

The Company has made a strategic decision to invest in AVLP, a related party controlled by Philou Ventures, LLC, or Philou, a significant stockholder of the Company. The Company’s investments in AVLP consist of convertible promissory notes, warrants and shares of common stock of AVLP. On September 6, 2017, the Company and AVLP entered into a Loan and Security Agreement (“AVLP Loan Agreement”) with an effective date of August 21, 2017 pursuant to which the Company will provide AVLP a non-revolving credit facility of up to $10 million for a period ending on August 21, 2019, subject to the terms and conditions stated in the Loan Agreement, including the Company having available funds to grant such credit. At December 31, 2018, the Company has provided loans to AVLP in the principal amount $6,943,997 and, in addition to the 12% convertible promissory notes, AVLP has issued to the Company warrants to purchase 13,887,994 shares of AVLP common stock. Under the terms of the AVLP Loan Agreement, any notes issued by AVLP to the Company are secured by the assets of AVLP.

 

The warrants entitle the Company to purchase up to 13,887,994 shares of AVLP common stock at an exercise price of $0.50 per share for a period of five years. The exercise price of $0.50 is subject to adjustment for customary stock splits, stock dividends, combinations or similar events. The warrant may be exercised for cash or on a cashless basis. At December 31, 2018 and 2017, the Company recorded an unrealized gain (loss) on its investment in warrants of AVLP of ($6,926,293) and $4,512,912 respectively, representing the difference between the cost basis and the estimated fair value of the warrants in the Company’s accumulated other comprehensive income in the stockholder's equity section of the Company’s consolidated balance sheet and as a change in net unrealized gains on securities available-for-sale in the Company’s consolidated statements of comprehensive loss. During the years ended December 31, 2018 and 2017, the Company recognized, in other comprehensive income (loss), net unrealized gain (loss) on securities available-for-sale of ($8,027,746) and $5,171,743, respectively. The Company’s investment in warrants and common stock of AVLP represented ($7,357,012) and $5,062,960, respectively, of the net unrealized gain (loss) on securities available-for-sale. The Company’s investment in AVLP will be revalued on each balance sheet date. The fair value of the Company’s holdings in the AVLP warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate, which ranged between 1.92% and 2.98%, was derived from the U.S. Treasury yield curve, matching the term of our investment, in effect at the measurement date. The volatility factor which ranged between 68.7% and 80.4% was determined based on historical stock prices for similar technology companies with market capitalizations under $100 million. The warrant valuation is a Level 3 measurement.

 

In accordance with ASC No. 310, Receivables (“ASC 310”), the Company accounts for its convertible promissory notes in AVLP at amortized cost, which represents the amount at which the convertible promissory notes were acquired, adjusted for accrued interest and accretion of original issue discount and discount attributed to the fair value of the 13,887,994 warrants that the Company received in conjunction with its investment. Interest is accreted using the effective interest method. The Company records interest on an accrual basis and recognizes it as earned in accordance with the contractual terms of the convertible promissory notes, to the extent that such amounts are expected to be collected. The original issue discount of $165,448 and the discount attributed to the fair value of the warrants of $4,644,022 are being amortized as interest income through the maturity date. During the years ended December 31, 2018 and 2017, the Company recorded $2,034,358 and $436,346, respectively, of interest income for the discount accretion. During the years ended December 31, 2018 and 2017, the Company recorded contractual interest receivable attributed to the AVLP Notes and AVLP Loan Agreement of $679,917 and $324,400, respectively.

 

The Company evaluated the collectability of both interest and principal for the convertible promissory notes in AVLP to determine whether there was an impairment. Based on current information and events, the Company determined that it is probable that it will be able to collect amounts due according to the existing contractual terms. Impairment assessments require significant judgments and are based on significant assumptions related to the borrower’s credit risk, financial performance, expected sales, and estimated fair value of the collateral.

 

During the years ended December 31, 2018 and 2017, the Company also acquired in the open market 430,942 shares of AVLP common stock for $417,169 and 221,333 shares of AVLP common stock for $191,782, respectively. At December 31, 2018, the closing market price of AVLP’s common stock was $0.90, a decline from $1.75 at December 31, 2017. The Company has determined that its investment in AVLP marketable equity securities are accounted for pursuant to the fair value method and based upon the closing market price of AVLP common stock at December 31, 2018, the Company’s investment in AVLP common stock had an unrealized gain of $119,329.
XML 30 R17.htm IDEA: XBRL DOCUMENT v3.19.1
INVESTMENTS IN PREFERRED STOCK OF PRIVATE COMPANY AND OTHER INVESTMENTS
 12 Months Ended
Dec. 31, 2018
Other Investments [Abstract]  
INVESTMENTS IN PREFERRED STOCK OF PRIVATE COMPANY AND OTHER INVESTMENTS

11. INVESTMENTS IN PREFERRED STOCK OF PRIVATE COMPANY AND OTHER INVESTMENTS

 

We hold a portfolio of investments in equity and debt securities in other entities that are accounted for under the cost method.

 

Investment in Preferred Stock of Private Company

 

On December 15, 2017, the Company and Sandstone Diagnostics, Inc. (“Sandstone”) entered into a Series A1 Preferred Stock Purchase Agreement (“Loan Agreement”) pursuant to which the Company purchased 976,286 shares of Sandstone’s Series A1 Preferred Shares for $1,000,000. Sandstone is a medical device company focused on a data-driven approach to men’s reproductive health. Founded in 2012 in part by government scientists from Sandia National Laboratories, Sandstone’s mission is to provide innovative, data-driven tools to help men assess, manage, and improve their reproductive health. The funding from the Series A1 Preferred Stock financing will support sales growth and continued product development leveraging the company’s unique technology platform, Sandstone’s Trak™ Male Fertility Testing System.

 

The Company followz the guidance of ASC No. 321, Equity Securities (“ASC 321”), which provides a measurement alternative to the requirement to carry equity interests at fair value in accordance with ASC 820, Fair value measurement, for certain equity interests without readily determinable fair values. Equity interests measured in accordance with the measurement alternative in ASC 321 are not required to be included within the fair value hierarchy. The Company’s equity investment in Sandstone is recorded at cost. However, any change to the carrying amount will be subsequently adjusted up or down for observable price changes (i.e., prices in orderly transactions for the identical investment or similar investment of the same issuer) and any adjustments to the carrying amount shall be recorded in net income.

 

Other Investments

 

On November 1, 2017, the Company and I. AM, Inc. (“I. AM”) entered into a Loan and Security Agreement pursuant to which the Company provided I. AM with a non-revolving credit facility of up to $1,600,000. On May 23, 2018, DP Lending entered into and closed a securities purchase agreement with I. AM. At the date of the acquisition, I. AM owed DP Lending $1,715,330 in outstanding principal, pursuant to the loan and security agreement. The purchase agreement provides that as I. AM repays the outstanding loan to DP Lending in accordance with the loan agreement, DP Lending will on a pro rata basis transfer shares of common stock of I. AM to David J. Krause, up to an aggregate of 471 shares (see Note 14).

 

The Company, primarily through DP Lending, has made additional investments in debt and equity securities of various entities. At December 31, 2018 and 2017, the outstanding balance of these investments was $2,572,230 and $1,637,672, respectively.
XML 31 R18.htm IDEA: XBRL DOCUMENT v3.19.1
INVESTMENTS IN REAL ESTATE
 12 Months Ended
Dec. 31, 2018
Investments In Real Estate  
INVESTMENTS IN REAL ESTATE

12. INVESTMENTS IN REAL ESTATE

 

On June 8, 2018, the Company entered into a limited partnership agreement, in which it agreed to become a limited partner in the partnership (the “NY Partnership”). The NY Partnership is a limited partner in the partnership that is responsible for the construction and related activities of a hotel in New York City. In connection with this transaction, the Company has agreed to finance a portion of the capital required by the NY Partnership. The Company used $1,000,000 from the proceeds of the August 16, 2018 Notes as an additional capital contribution in the partnership. As of December 31, 2018, the Company had invested an aggregate of $1,869,000 in the NY Partnership and $100,000 in another real estate investment. Subject to the occurrence of certain events and other conditions over which the Company has no control, it was required to make monthly capital contributions of $500,000 every thirty days until the Company’s commitment of $10 million is funded in full. The Company has received a waiver for its obligation to make monthly capital contributions through September 30, 2019.
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OTHER INVESTMENTS, RELATED PARTIES
 12 Months Ended
Dec. 31, 2018
Other Investments Related Parties  
OTHER INVESTMENTS, RELATED PARTIES

13. OTHER INVESTMENTS, RELATED PARTIES 

 

The Company’s other related party investments primarily consist of two investments. 

 

MTIX, Ltd. 

 

On December 5, 2017, the Company entered into an exchange agreement with WT Johnson pursuant to which the Company issued to WT Johnson two convertible promissory notes in the principal amount of $600,000 (“Note A”) and $1,667,766 (“Note B”), in exchange for cancellation of amounts due to WT Johnson by MTIX Ltd., a related party of the Company. 

 

During December 2017, the Company issued 30,000 shares of its common stock to WT Johnson & Sons upon the conversion of Note A and WT Johnson subsequently sold the 30,000 shares. The proceeds from the sale of shares of common stock received upon the conversion of Note A were sufficient to satisfy the entire $2,267,766 obligation as well as an additional $400,500 of value added tax due to WT Johnson. Concurrent with entering into the exchange agreement, the Company received a promissory note in the amount of $2,668,266 from MTIX and cancelled Note B. At December 31, 2018 and 2017, the Company has valued the note receivable at $600,000, the carrying amount of Note A. The Company will recognize the remainder of the amount due from MTIX upon payment of the promissory note by MTIX. 

 

Israeli Property 

 

During the year ended December 31, 2017, our President, Amos Kohn, purchased certain real property that serves as a facility for the Company’s business operations in Israel. The Company made $300,000 of payments to the seller of the property and received a 28% undivided interest in the real property (“Property”). The Company’s subsidiary, Coolisys, entered into a Trust Agreement and Tenancy In Common Agreement with Roni Kohn, who owns a 72% interest in the Property, the daughter of Mr. Kohn and an Israeli citizen. The Property was purchased to serve as a residence/office facility for the Company in order to oversee its Israeli operations and to expand its business in the hi-tech industry located in Israel. Pursuant to the Trust Agreement, Ms. Kohn will hold and manage Coolisys’ undivided 28% interest in the Property. The trust will be in effect until it is terminated by mutual agreement of the parties. During the term of the trust, Ms. Kohn will not sell, lease, sublease, transfer, grant, encumber, change or effect any other disposition with respect to the Property or Coolisys’ interest without the Company’s approval. 

 

Under the Tenancy In Common Agreement, Coolisys and its executive officers shall have the exclusive rights to use the Property for the Company and its affiliates’ business operations. The Property shall be managed by Ms. Kohn. Further, pursuant to the Tenancy In Common Agreement, for each completed calendar month of employment of Mr. Kohn by the Company, Ms. Kohn shall have the right to purchase a portion of the Company’s interest in the Property. Such right shall fully vest at the end of five years of continuous employment and the Trustee shall have the right to purchase the Company’s 28% interest in the Property for a nominal value. The Company will amortize its $300,000 investment over ten years, subject to a cliff vesting after five years. During the years ended December 31, 2018 and 2017, the Company recognized $30,000 and $7,500, respectively, in amortization expense. In the event that Mr. Kohn is not employed by the Company, the Company shall have the right to demand that Ms. Kohn purchase the Company’s remaining interest in the Property that was not subject to vesting for the fair market value of such unvested Property interest. 

 

Other investments and interest receivable 

 

During the year ended December 31, 2017, DP Lending made loans to Alzamend Neuro, Inc. (“Alzamend”), in the amount of $44,000, these loans were repaid during 2018. AVLP is a party to a management services agreement pursuant to which AVLP provides management, consulting and financial services to Alzamend. As additional consideration, the Company received a warrant to purchase 22,000 shares of Alzamend’s common stock at an exercise price of $0.30 per share of common stock. The warrants were determined to have a de minimis value.
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BUSINESS COMBINATIONS
 12 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
BUSINESS COMBINATIONS

14. BUSINESS COMBINATIONS

 

Business combinations are accounted for under the acquisition method of accounting in accordance with ASC No. 805, Business Combinations. Under the acquisition method, assets acquired and liabilities assumed are recorded at their estimated fair values. Goodwill is recorded to the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired less liabilities assumed at the date of acquisition. Two acquisitons were completed during 2018: Enertec Systems 2001 Ltd. (“Enertec”) and I. AM, Inc. (“I. AM”). The final accounting for the acquisition of Enertec was completed during 2018 whereas the initial accounting for the acquisition of I. AM is not yet complete and the Company is still performing procedures to determine the appropriate accounting.

 

Acquisitions during 2018

 

Enertec Systems 2001 Ltd.

 

On December 31, 2017, CooliSys entered into a share purchase agreement with Micronet Enertec Technologies, Inc. (“MICT”), a Delaware corporation, Enertec Management Ltd., an Israeli corporation and wholly owned subsidiary of MICT (“EML” and, together with MICT, the “Seller Parties”), and Enertec Systems 2001 Ltd. (“Enertec”), an Israeli corporation, pursuant to which Coolisys acquired Enertec (the “Acquisition”). Enertec is a manufacturer of specialized electronic systems for the military market. On May 23, 2018, Coolisys acquired Enertec for an aggregate cash purchase price of $4,850,099.

 

I. AM, Inc.

 

On May 23, 2018, DP Lending entered into and closed a securities purchase agreement with I. AM, David J. Krause and Deborah J. Krause. Pursuant to the securities purchase agreement, I. AM sold to DPL, 981 shares of common stock for a purchase price of $981, representing, upon the closing, 98.1% of I. AM’s outstanding common stock.

 

I. AM owns and operates the Prep Kitchen brand restaurants located in the San Diego area. I.AM owed DP Lending $1,715,330 in outstanding principal, pursuant to a loan and security agreement, between I. AM and DP Lending, which I. AM used to acquire the restaurants. The purchase agreement provides that, as I. AM repays the outstanding loan to DP Lending in accordance with the loan agreement, DP Lending will on a pro rata basis transfer shares of common stock of I. AM to David J. Krause, up to an aggregate of 471 shares.

 

Components of the purchase price for acquisitions completed during the year ended December 31, 2018:

 

    Enertec     I. AM  
Accounts receivable   $ 3,184,227     $ 29,319  
Inventories     1,343,053       40,581  
Property and equipment     648,649       700,291  
Trade name and trademark     2,094,741       520,000  
Domain name and other intangible assets     —       90,000  
Other assets     29,056       1,492  
Accounts payable and accrued expenses     (2,702,306 )     (103,961 )
Deferred tax liability     (160,311 )     —  
Notes payable     (4,235,725 )     —  
Accrued severance pay     (131,811 )     —  
Net assets assumed     69,573       1,277,722  
Goodwill     4,780,526       265,252  
Non-controlling interest     —       (33,242 )
Purchase price   $ 4,850,099     $ 1,509,732  

 

Acquisitions during 2017

 

Microphase Corporation

 

On April 28, 2017, the Company entered into a share exchange agreement with Microphase; Microphase Holding Company LLC, a limited liability company organized under the laws of Connecticut (“MHC”), Ergul Family Limited Partnership, a partnership organized under the laws of Connecticut (“EFLP”) RCKJ Trust, a trust organized under the laws of New Jersey (“RCKJ” and with MHC and EFLP, the “Significant Stockholders”) and those additional persons who have executed the share exchange agreement (collectively, the “Minority Stockholders” and with the Significant Stockholders, the “Stockholders”).  Upon the terms and subject to the conditions set forth in the share exchange agreement, the Company acquired 1,603,434 shares (the “Subject Shares”) of the issued and outstanding common stock of Microphase (the “MPC Common Stock”), from the Stockholders in exchange for the issuance by the Company of 92,122 shares of DPW common stock (“Common Stock”) and 378,776 shares of DPW Series D Preferred Stock (collectively, the “Exchange Shares”), which shares of DPW Series D Preferred Stock are convertible into an aggregate of 757,552 shares of Common Stock and warrants to purchase an aggregate of 50,000 shares of Common Stock. At the time of the closing of the acquisition the Exchange Shares constituted 56.4% of the outstanding equity interests of Microphase Corporation. The operating results of Microphase from the closing date of the acquisition, June 2, 2017, are included in the consolidated financial statements.

 

At closing, the purchase price of the Company’s 56.4% interest in Microphase was determined to be $1,451,040 comprised of the Exchange Shares, valued at $1,222,000 based on the closing price of the Company’s common stock on June 2, 2017 of $9.40 per share, and the warrants, valued at $229,040. The Company computed the fair value of these warrants using the Black-Scholes option pricing model. The risk-free rate of 1.4% was derived from the U.S. Treasury yield curve, matching the warrant’s term, in effect at the measurement date. The volatility factor of 105.9% was determined based on the Company’s historical stock prices.

 

Power-Plus Technical Distributors

 

On August 3, 2017, Coolisys entered into a Securities Purchase Agreement to acquire all the outstanding membership Interests of Power-Plus. Power-Plus is an industrial distributor of value-added power supply solutions, UPS systems, fans, filters, line cords, and other power-related components. On September 1, 2017, Coolisys completed the acquisition.

 

Under the terms of the agreement, Coolisys Technologies acquired all the membership Interests of Power-Plus for a price of $850,000, which was reduced by certain debts of Power-Plus in the amount of $185,927. The purchase price of $664,073 was paid by (i) a two-year promissory note in the amount of $255,000 payable in 24 monthly installments; and (ii) cash at closing of $409,073 resulting in a net purchase price of $664,073.

 

Components of the purchase price for acquisitions completed during the year ended December 31, 2017:

 

    Microphase     Power-Plus  
Cash and cash equivalents   $ 10,982     $ 31,411  
Accounts receivable     438,456       235,358  
Inventories     667,020       240,843  
Prepaid expenses and other current assets     139,665       2,068  
Restricted cash     100,000       —  
Intangible assets     2,627,348       250,000  
Property and equipment     406,432       22,925  
Other investments     303,333       —  
Deposits and loans     43,479       —  
Accounts payable and accrued expenses     (1,577,281 )     (388,746 )
Deferred tax liability     (225,488 )     —  
Revolving credit facility     (879,666 )     (210,739 )
Notes payable     (2,203,835 )     —  
Notes payable, related parties     (406,194 )     —  
Convertible notes payable     —       —  
Other current liabilities     (219,685 )     —  
Net (liabilities) assets assumed     (775,434 )     183,119  
Goodwill     3,171,029       480,953  
Non-controlling interest     (944,555 )     —  
Purchase price   $ 1,451,040     $ 664,073  

 

The following pro forma data for the years ended December 31, 2018 and 2017 summarizes the results of operations for the period indicated as if the Microphase, Power-Plus and Enertec acquisitions, which closed on June 2, 2017, September 1, 2017, and May 23, 2018, respectively, had been completed as of the beginning of each period presented. At the time of the acquisition, I. AM was not material to the Company’s operations and has not been included in the pro forma data. The pro forma data gives effect to actual operating results prior to the acquisition. These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred as of the beginning of each period presented or that may be obtained in future periods:

 

    For the Years Ended  
    December 31,  
    2018     2017  
Total Revenue   $ 28,691,641     $ 20,807,590  
Net loss   $ (35,627,242 )   $ (16,877,041 )
Less: Net loss attributable                
to non-controlling interest     748,320       772,596  
Net loss attributable to                
common stockholders   $ (34,878,922 )   $ (16,104,445 )
Preferred deemed dividends     (108,049 )     (584,182 )
Preferred dividends     —       (54,059 )
Loss available to common shareholders   $ (34,986,971 )   $ (16,742,686 )
                 
Basic and diluted net loss per common share   $ (12.06 )   $ (26.85 )
                 
Basic and diluted weighted average                
common shares outstanding     2,899,888       623,583  
                 
Comprehensive Loss                
Loss available to common shareholders   $ (34,986,971 )   $ (16,742,686 )
Other comprehensive income (loss)                
Change in net foreign currency                
translation adjustments     (377,823 )     152,078  
Net unrealized gain (loss) on                
securities available-for-sale     (8,027,746 )     5,171,743  
Other comprehensive income (loss)     (8,405,569 )     5,323,821  
Total Comprehensive loss   $ (43,392,540 )   $ (11,418,865 )
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STOCK-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
STOCK-BASED COMPENSATION

15. STOCK-BASED COMPENSATION

 

Under the Company's 2018 Stock Incentive Plan (the “2018 Plan”), 2017 Stock Incentive Plan (the “2017 Plan”), 2016 Stock Incentive Plan (the “2016 Plan”) and the 2012 Stock Option Plan, as amended (the “2012 Plan”) (collectively, the “Plans”), options may be granted to employees, officers, consultants, service providers and directors of the Company. The Plans, as amended, provide for the issuance of a maximum of 868,632 shares of the Company’s common stock. The Company also has 1,500 outstanding options that were granted between 2009 and 2011 pursuant to the terms of the Company's 2002 Stock Option Plan (the “2002 Plan”). Options granted pursuant to the 2002 Plan expire between December 2020 and February 2021.

 

Options granted under the Plans have an exercise price equal to or greater than the fair value of the underlying common stock at the date of grant and become exercisable based on a vesting schedule determined at the date of grant. Typically, options granted generally become fully vested after four years. Any options that are forfeited or cancelled before expiration become available for future grants. The options expire between 5 and 10 years from the date of grant. Restricted stock awards granted under the Plans are subject to a vesting period determined at the date of grant. As of December 31, 2018, an aggregate of 507,789 of the Company's options are still available for future grant.

 

During the year ended December 31, 2018, the Company granted 50,000 options to its employees from the Plans and also granted 144,875 options outside of the Plans. During the year ended December 31, 2017, the Company granted 40,500 options from the Plans. These options become fully vested after four years. The Company estimated the grant date fair value of options granted utilizing the Black-Scholes option pricing model during the year ended December 31, 2018 and 2017 was $513,510 and $482,055, respectively, which is being recognized as stock-based compensation expense over the requisite four-year service period. During the year ended December 31, 2018 and 2017, the Company also issued 79,153 and 97,440, respectively, shares of common stock to its consultants and service providers pursuant to the Plans. The Company estimated the grant date fair value of these shares of common stock was $2,640,102 and $1,532,702, respectively, which was determined from the closing price of the Company’s common stock on the date of issuance.

 

The Company has valued the options at their date of grant utilizing the Black-Scholes option pricing model. This model is dependent upon several variables such as the options’ term, exercise price, current stock price, risk-free interest rate estimated over the expected term and estimated volatility of our stock over the expected term of the options. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options as calculated using the simplified method. The estimated volatility was determined based on the historical volatility of our common stock.

 

During the year ended December 31, 2018 and 2017, the Company estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted average assumptions:

     
    2018   2017
Weighted average risk-free interest rate   2.41% — 2.80%   1.73% — 2.14%
Weighted average life (in years)   4.70   5.0
Volatility   124.7% — 131.7%   98.4% — 115.8%
Expected dividend yield   0%   0%
Weighted average grant-date fair value per share of
options granted		   $                      15.61    $                      12.00

 

The options outstanding as of December 31, 2018, have been classified by exercise price, as follows:

 

Outstanding   Exercisable
x       Weighted            
    Average Weighted   Weighted
    Remaining Average   Average
Exercise Number Contractual Exercise Number Exercise
Price Outstanding Life (Years) Price Exercisable Price
$11.40 - $16.00   161,500   7.54   $13.37   92,876   $13.32
$20.00 - $27.60   8,500   8.52   $27.46   3,031   $27.20
$30.20 - $33.80   3,125   3.71   $32.73   3,125   $32.73
$11.40 - $33.80   173,125   7.52   $14.41   99,032   $14.35
                     
Issuances outside of Plans
$16.00 - $46.40   199,875   7.39   $26.09   36,842   $29.36
                     
Total Options
$11.40 - 46.40   373,000   7.45   $20.67   135,874   $18.42

 

The total stock-based compensation expense related to stock options and stock awards issued pursuant to the Plans to the Company’s employees, consultants and directors, included in reported net loss for the years ended December 31, 2018 and 2017, is comprised as follows:

 

    2018     2017  
Cost of revenues   $ 4,874     $ 8,466  
Engineering and product development     13,650       21,449  
Selling and marketing     11,922       46,431  
General and administrative     2,921,532       1,501,544  
Stock-based compensation from Plans   $ 2,951,978     $ 1,577,890  
Stock-based compensation from issuances outside of Plans     1,767,287       253,395  
Total stock-based compensation   $ 4,719,265     $ 1,831,285  

 

The combination of stock-based compensation of $2,951,978 from the issuances of equity-based awards pursuant to the Plans and stock-based compensation attributed to stock awards of $965,220 and warrants and options of $802,066, which were issued outside of the Plans, resulted in aggregate stock-based compensation of $4,719,265 during the year ended December 31, 2018. During the years ended December 31, 2018 and 2017, the Company issued 144,875 and 55,000 options, respectively, to purchase shares of common stock at an average exercise price of $26.09 per share to its directors and officers. During the year ended December 31, 2017, stock-based compensation was comprised of $1,577,890 from the issuances of equity-based awards pursuant to the Plans and stock-based compensation attributed to stock awards of $130,000 and warrants and options of $123,395, which were issued outside of the Plans. 

 

A summary of option activity under the Company's stock option plans as of December 31, 2018 and 2017, and changes during the years ended are as follows:

 

          Outstanding Options  
                      Weighted        
                Weighted     Average        
    Shares           Average     Remaining     Aggregate  
    Available     Number     Exercise     Contractual     Intrinsic  
    for Grant     of Shares     Price     Life (years)     Value  
January 1, 2017     161,382       118,300     $16.59     9.08     $0  
Adoption of 2017 SIP     100,000       —                    
Restricted stock awards     (97,440 )     —                    
Granted     (40,500 )     40,500     $16.84              
Forfeited     3,500       (3,500 )   $12.57              
Exercised     —       (18,175 )   $31.26              
December 31, 2017     126,942       137,125     $15.43     8.80     $6,688  
Adoption of 2018 SIP     500,000       —                    
Restricted stock awards     (79,153 )     —                    
Granted     (50,000 )     50,000     $14.00              
Forfeited 1     10,000       (11,000 )   $20.27              
Exercised     —       (3,000 )   $32.60              
December 31, 2018     507,789       173,125     $14.41     7.52     $0  

 

1 Includes 1,000 options that were issued pursuant to the Company’s 2002 Plan and are not available for future issuance.

 

The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company's closing stock price on December 31, 2018 of $2.00 and the exercise price, multiplied by the number of in-the-money-options).

 

As of December 31, 2018, there was $752,529 of unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under the Plans. That cost is expected to be recognized over a weighted average period of 3.2 years.
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WARRANTS
 12 Months Ended
Dec. 31, 2018
Warrants  
WARRANTS

16. WARRANTS 

 

During the years ended December 31, 2018 and 2017, the Company issued a total of 1,166,681 warrants at an average exercise price of $19.80 per share.

 

Warrant issuances during 2017

 

During the year ended December 31, 2017, the Company issued a total of 431,543 warrants at an average exercise price of $16.60 per share.

 

  (i) In February 2017, the Company issued five-year warrants to purchase 16,667 shares of common stock at a per share exercise price of $14.00 in connection with $400,000 of 6% demand promissory notes entered into by the Company (See Note 20o).

 

  (ii) Between March 24, 2017 and June 2, 2017, the Company issued warrants to purchase 71,429 shares of common stock, at an exercise price of $14.00 per share of common stock, in connection with preferred stock purchase agreements to purchase 100,000 shares of Series B Preferred Stock by Philou (See Note 24).

 

  (iii) On April 5, 2017, the Company issued warrants to purchase 9,000 shares of common stock, at an exercise price of $18.00 per share of common stock, in connection with the cancellation of $270,000 in demand promissory notes (See Note 20p).

 

  (iv) On April 17, 2017, the Company issued warrants to purchase 8,333 shares of common stock, at an exercise price of $18.00 per share of common stock, in connection with the issuance of two 7% convertible notes in the aggregate principal amount of $250,000. On July 25, 2017, the Company agreed to reduce the exercise price of warrants to purchase 4,167 shares of common stock from $18.00 per share to $11.00 per share and on July 28, 2017, the Company issued a new warrant to purchase 4,167 shares of common stock at $11.00 per share and cancelled the prior warrant to purchase 4,167 shares of common stock at $18.00 per share (See Note 22h).

 

  (v) On April 26, 2017, the Company issued warrants to purchase 8,000 shares of common stock, at an exercise price of $16.00 per share of common stock, in connection with the issuance of a 7% convertible note in the aggregate principal amount of $104,000 (See Note 22i).

 

  (vi) Between May 5, 2017 and June 30, 2017, the Company issued warrants to purchase 11,219 shares of common stock in connection with the issuance of short-term loans of $140,000 that the Company entered into with four accredited investors (See Note 20n) of which $75,000 was from the Company’s corporate counsel, a related party. The exercise price was $15.00 per share of common stock for 6,795 warrants and $16.00 per share of common stock for the remaining 4,423 warrants.

 

  (vii) Between May 24, 2017 and June 19, 2017, the Company issued warrants to purchase 91,000 shares of common stock issued in connection with the sale of twenty-one units (the “Units”) at a purchase price of $52,000 per Unit raising in the aggregate $1,092,000. Each Unit consisted of 21,667 shares of Series C Preferred Stock and Warrants to purchase 4,333 shares of common stock, at an exercise price of $20.00 per share of common stock (See Note 24).

 

  (viii) The Company engaged Divine Capital Markets, LLC (“Divine”) to act as Placement Agent (the “Placement Agent”) for the private placement of the Series C Preferred Stock and Warrants. For its services, the Placement Agent received, in addition to a 10.0% commission on the sale of each Unit and a 3.0% non-refundable expense allowance, warrants to purchase 10% of the Units sold at 120% of the Unit purchase price. The warrants to purchase 2.1 Units equates to a warrant to purchase 9,100 shares of the Company’s common stock at $14.40 per share and a second warrant to purchase 9,100 shares of the Company’s common stock at $20.00 per share (See Note 24).

 

  (ix) On June 2, 2017, the Company issued warrants to purchase 50,000 shares of common stock, at an exercise price of $22.00 per share of common stock, pursuant to the terms of a share exchange agreement (See Note 14).

 

  (x) On July 25, 2017, the Company issued warrants to purchase an aggregate of 8,182 shares of common stock at an exercise price equal to $11.00 per share of common stock in connection with a private placement agreement under which we issued and sold 13,636 shares of common stock to the investor at $11.00 per share for an aggregate purchase price of $150,000. (See Note 24).

 

  (xi) On July 28, 2017, the Company entered into an exchange agreement related to a 7% Convertible Note in the principal amount of $125,000 in which the Company exchanged the 7% Convertible Note for three new promissory notes in the principal amounts of $110,000 due August 1, 2017; $35,000 due August 1, 2017; and $34,000 due August 8, 2017 (individually an Exchange Note and collectively the Exchange Notes). Concurrent with entering into the exchange agreement, the investor entered into a subscription agreement under which the Company issued and sold in a registered direct offering 10,000 shares of common stock at $11.00 per share for an aggregate purchase price of $110,000. The 10,000 shares of common stock were purchased through the cancellation of the Exchange Note in the principal amount of $110,000. Further, the Company issued a warrant to purchase 6,000 shares of common stock at $11.00 per share (See Note 22h).

 

  (xii) On August 3, 2017, the Company issued warrants to purchase an aggregate of 33,333 shares of common stock at an exercise price equal to $14.00 per share of common stock in connection with the issuance of a 12% Convertible Promissory Note in the aggregate principal amount of $400,000 (See Note 22c). 

 

  (xiii) On August 10, 2017, the Company issued warrants to purchase an aggregate of 73,750 shares of the common stock at an exercise price equal to $13.20 per share of common stock in connection with the issuance of 10% Convertible Promissory Notes in the aggregate principal amount of $880,000 (See Note 22g).

 

  (xiv) On November 2, 2017, the Company paid to Aegis Capital Corp. (“Aegis”), its financial advisor, a cash fee of $80,800 and issued to Aegis a warrant to purchase 7,407 shares of common stock with an exercise price of $13.20 per share of common stock in connection with the issuance of 10% Convertible Promissory Notes in the aggregate principal amount of $1,111,000 (See Note 22f).

 

  (xv) On December 5, 2017, the Company entered into an exchange agreement (the “Exchange Agreement”) with several accredited investors, pursuant to which the Company issued an aggregate of 76,193 shares of common stock and warrants to purchase 19,023 shares of common stock with an exercise price of $22.00 per share of common stock, in exchange for cancellation of $690,000 of outstanding debt owed to the investors by Microphase Corporation (See Note 20l).

 

Warrant issuances during 2018

 

During the year ended December 31, 2018, the Company issued a total of 735,291 warrants at an average exercise price of $21.80 per share.

 

  (i) On January 23, 2018, the Company issued warrants to purchase an aggregate of 31,250 shares of common stock at an exercise price equal to $44.00 per share of common stock in connection with the issuance of a 10% senior convertible promissory note in the aggregate principal amount of $1,250,000 (See Note 22e).

 

  (ii) On January 25, 2018, the Company entered into three agreements for the Purchase and Sale of Future Receipt, pursuant to which the Company sold up to (i) $562,125 of the Company’s future receipts for a purchase price of $375,000, (ii) $337,275 in future receipts for a purchase price of $225,000 and (iii) $118,000 in future receipts for a purchase price of $100,000. Under the terms of these agreements, the Company issued warrants to purchase an aggregate of 5,625 shares of common stock at an exercise price of $45.00 per share of common stock and warrants to purchase 8,125 shares of common stock at an exercise price of $50.00 per share of common stock (See Note 18).

 

  (iii) On March 22, 2018, the Company issued warrants to purchase an aggregate of 62,500 shares of common stock at an exercise price equal to $23.00 per share of common stock in connection with the issuance of a promissory note in the principal amount of $1,750,000 with a term of two months, subject to the Company’s ability to prepay within one month (See Note 20s).

 

  (iv) On March 23, 2018, the Company entered into a securities purchase agreement to sell and issue a 12% promissory note in the principal amount of $1,000,000 and a warrant to purchase 15,000 shares of common stock to an accredited investor. Since the promissory note was not paid in full on or before May 23, 2018, the Company issued an additional warrant to purchase 7,500 shares of common stock, at an exercise price of $23.00 per share of common stock (See Note 20a).

 

  (v) On April 16, 2018, the Company issued warrants to purchase an aggregate of 49,679 shares of common stock at an exercise price equal to $26.00 per share of common stock in connection with the issuance of 12% secured convertible promissory notes in the aggregate principal amount of $1,722,222 (See Note 22d).

 

  (vi) On April 24, 2018, the Company issued warrants to purchase 25,510 shares of common stock, at an exercise price of $14.00 per share of common stock, in connection with the Preferred Stock Purchase Agreement to purchase 25,000 shares of Series B Preferred Stock by Philou (See Note 24).

 

  (vii) On October 5, 2017, Ault & Company purchased 3,750 shares of the Company’s common stock at $12.00 per share and a warrant to purchase up to 3,750 shares of the Company’s common stock at $12.00 per share for an aggregate purchase price of $45,000. The shares and warrants were issued by the Company on May 8, 2018, the date all necessary approvals to issue the shares were received.  Ault & Company is controlled by Mr. Milton Ault, the Company’s Chairman and Chief Executive Officer (See Note 24).

 

  (viii) On May 15, 2018, the Company entered into securities purchase agreements with certain investors in which it sold an aggregate of 384,589 shares of its common stock for aggregate consideration of $6,000,000. In connection with this financing, the Company issued (i) five-year warrants to purchase 96,147 shares of the Company’s Class A common stock and (ii) five-year warrants to purchase 288,442 shares of the Company’s Class A common stock. The warrants were issued at an exercise price of $18.80 per share of common stock (See Note 24).

 

  (ix) On May 15, 2018, the Company entered into a securities purchase agreement with an institutional investor to sell and issue a senior secured convertible promissory note with a principal face amount of $6,000,000 and (i) a five-year warrant to purchase 55,556 shares of the Company’s Class A common stock at an exercise price of $27.00 per share of Class A common stock (the “Series A Warrant”) and (ii) a five-year warrant to purchase 86,207 shares of the Company’s Class B common stock at an exercise price of $17.40 per share of Class A common stock (See Note 22a). In connection with the financing, the Company issued the placement agent a warrant to purchase 7,500 shares of common stock with an exercise price of $20.00.

 

The following table summarizes information about common stock warrants outstanding at December 31, 2018:

 

Outstanding       Exercisable
        Weighted            
    Average Weighted   Weighted
    Remaining Average   Average
Exercise Number Contractual Exercise Number Exercise
Price Outstanding Life (Years) Price Exercisable Price
$0.20   15,873   7.84   $0.20   15,873   $0.20
$11.00   14,182   3.86   $11.00   14,182   $11.00
$12.00   3,750   4.33   $12.00   3,750   $12.00
$13.20   7,407   3.84   $13.20   7,407   $13.20
$14.00   106,286   3.87   $14.00   106,286   $14.00
$15.00   6,795   3.37   $15.00   6,795   $15.00
$16.00   24,083   1.69   $16.00   24,083   $16.00
$17.40   86,207   4.37   $17.40   86,207   $17.40
$18.80   384,589   4.38   $18.80   384,589   $18.80
$20.00   14,000   3.94   $20.00   14,000   $20.00
$22.00   37,974   2.68   $22.00   37,974   $22.00
$23.00   85,000   4.24   $23.00   85,000   $23.00
$26.00   49,679   4.29   $26.00   49,679   $26.00
$27.00   55,556   4.37   $27.00   55,556   $27.00
$44.00   31,250   4.06   $44.00   31,250   $44.00
$45.00   5,625   4.07   $45.00   5,625   $45.00
$50.00   8,125   4.07   $50.00   8,125   $50.00
$0.20 - $50.00   936,381   4.18   $20.19   936,381   $20.19

 

The Company has valued the warrants at their date of grant utilizing the Black-Scholes option pricing model. This model is dependent upon several variables such as the warrants’ term, exercise price, current stock price, risk-free interest rate and estimated volatility of our stock over the contractual term of the warrants. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the contractual life of the warrants.

 

The Company utilized the Black-Scholes option pricing model and the assumptions used during the years ended December 31, 2018 and 2017:

 

    2018     2017  
Weighted average risk-free interest rate     2.41% — 2.94%       1.42% — 2.01%  
Weighted average life (in years)     4.8       4.8  
Volatility     124.8% — 138.4%       98.5% — 128.7%  
Expected dividend yield     0%       0%  
Weighted average grant-date fair value per
share of warrants granted		   $ 15.80     $ 8.20  
XML 36 R23.htm IDEA: XBRL DOCUMENT v3.19.1
OTHER CURRENT LIABILITIES
 12 Months Ended
Dec. 31, 2018
Other Current Liabilities  
OTHER CURRENT LIABILITIES

17. OTHER CURRENT LIABILITIES

 

Other current liabilities at December 31, 2018 and 2017 consist of:

 

    2018     2017  
Accrued payroll and payroll taxes   $ 1,497,470     $ 359,512  
Warranty liability     86,495       86,495  
Other accrued expenses     284,437       262,384  
    $ 1,868,402     $ 708,391  
XML 37 R24.htm IDEA: XBRL DOCUMENT v3.19.1
ADVANCES ON FUTURE RECEIPTS
 12 Months Ended
Dec. 31, 2018
Advances On Future Receipts  
ADVANCES ON FUTURE RECEIPTS

18. ADVANCES ON FUTURE RECEIPTS

 

During 2017, the Company received funding as a result of entering into multiple Agreements for the Purchase and Sale of Future Receipts (collectively, the “Agreements on Future Receipts”) pursuant to which the Company sold in the aggregate $4,068,352 in future receipts of the Company for $2,889,175. Future receipts include cash, check, ACH, credit card, debit card, bank card, charge card or other form of monetary payment. During 2017, the Company had repaid $1,525,547 and during the year ended December 31, 2018, the Company entered into a total of nine additional Agreements on Future Receipts pursuant to which the Company sold up to $5,632,400 in future receipts for a purchase price in the amount of $4,100,000. The Agreements on Future Receipts have been personally guaranteed by the Company’s Chief Executive Officer and in one instance has also been guaranteed by Philou. 

 

During 2018, the Company recorded a discount in the amount of $1,651,193 in connection with these nine additional agreements, based upon the difference between the amount of future receipts sold and the actual proceeds received by the Company. Under the terms of these agreements, the Company also issued warrants to purchase an aggregate of 5,625 shares of common stock at an exercise price of $45.00 per share of common stock and warrants to purchase 8,125 shares of common stock at an exercise price of $50.00 per share of common stock. The Company recorded an additional discount of $258,370 based on the estimated fair value of these warrants. The Company computed the fair value of these warrants using the Black-Scholes option pricing model. These discounts are reflected as a reduction on the outstanding liability and are being amortized as non-cash interest expense over the term of the agreement. During the years ended December 31, 2018 and 2017, non-cash interest expense of $2,489,403 and $599,337, respectively, was recorded from the amortization of debt discounts.
XML 38 R25.htm IDEA: XBRL DOCUMENT v3.19.1
REVOLVING CREDIT FACILITY
 12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
REVOLVING CREDIT FACILITY

19. REVOLVING CREDIT FACILITY 

 

Microphase entered into a revolving loan agreement with Gerber Finance, Inc. (“Gerber”) in February of 2012, as amended in September 2015 and July 2017 (the “Revolving Credit Facility”). Under the Revolving Credit Facility, Microphase received funds based on a borrowing base, which consisted of a percentage of eligible accounts receivable, up to a maximum revolving amount of $1,400,000 (the “Maximum Revolving Amount”). Interest accrued at the prime rate plus three and three-quarters percent (3.75%) on the unpaid principal. Effective June 15, 2017, the prime rate was increased from 4.00% to 4.25% resulting in a base rate of 8.00%. In December 2017, the Company paid off the Revolving Credit Facility in cash.

 

On November 6, 2017, Microphase entered into a factoring agreement with CSNK Working Capital Finance Corp. (the “Factoring Agreement”). Under the Factoring Agreement, Microphase received funds based on a borrowing base, which consisted solely of eligible accounts receivable.
XML 39 R26.htm IDEA: XBRL DOCUMENT v3.19.1
NOTES PAYABLE
 12 Months Ended
Dec. 31, 2018
Notes Payable [Abstract]  
NOTES PAYABLE

20. NOTES PAYABLE

 

Notes Payable at December 31, 2018 and 2017, are comprised of the following.

 

    2018     2017  
12% short-term promissory note (a)   $ 1,000,000     $ —  
Other short-term notes payable (b)     1,033,553       —  
Notes payable to Wells Fargo (c)     291,988       300,130  
Note payable to Dept. of Economic and Community Development (d)     260,169       292,509  
Power-Plus Credit Facilities (e)     —       170,473  
Note payable to Power-Plus Member (f)     13,250       130,125  
Note payable to People's United Bank (g)     18,589       19,489  
8% short-term promissory note (h)     1,272,600       —  
12% September 2018 short-term promissory note (i)     789,473       —  
October '18 short-term promissory note (j)     565,000          
Microphase December 2018 short-term promissory note (k)     200,000          
10% short-term promissory notes (l)     —       15,000  
Short term bank credit (m)     1,558,197       —  
Total notes payable     7,002,819       927,726  
Less:                
Unamortized debt discounts     (151,499 )     —  
Unamortized financing cost     (7,541 )     —  
Total notes payable, net of financing cost   $ 6,843,779     $ 927,726  
Less: current portion     (6,360,120 )     (402,234 )
Notes payable – long-term portion   $ 483,659     $ 525,492  

 

  (a) On March 23, 2018, the Company entered into a securities purchase agreement pursuant to which it issued a 12% promissory note and a warrant to purchase 22,500 shares of common stock to an accredited investor. The promissory note was issued with a 10% OID. The promissory note is in the principal amount of $1,000,000, was sold for $900,000, accrued simple interest at 12% and was due on June 22, 2018. The Company is in negotiations with the investor to amend the payment terms on this 12% promissory note, however, since payment was not made on the specified maturity date this unsecured 12% promissory note is currently in default. Interest only payments are due, in arrears, on a monthly basis commencing on April 23, 2018. The exercise price of the warrant is $23.00 per share. The Company recorded debt discount in the amount of $271,565 based on the estimated fair value of these warrants. The Company computed the fair value of these warrants using the Black-Scholes option pricing model. The debt discount was amortized as non-cash interest expense over the term of the debt. During the year ended December 31, 2018, non-cash interest expense of $271,565 was recorded from the amortization of debt discount and interest expense of $100,000 was recorded from the amortization of the OID on this 12% promissory note. The 12% promissory note is unsecured by any of the Company’s assets but is guaranteed by our Chief Executive Officer.

 

  (b) During the year ended December 31, 2018, the Company entered into the following short-term promissory notes:

 

  (i) On February 7, 2018, the Company issued demand promissory notes in the aggregate principal face amount of $440,000 to accredited investors. These promissory notes included an OID of $40,000 resulting in net proceeds to the Company of $400,000. The principal and OID on these notes were due and payable on demand after April 24, 2018. These loans were paid on April 27, 2018. During the year ended December 31, 2018, the Company recognized $40,000 from the amortization of OID on these demand promissory notes.

 

  (ii) On February 26, 2018, the Company issued a 10% promissory note in the principal amount of $330,000 to an accredited investor. This promissory note included an OID of $30,000 resulting in net proceeds to the Company of $300,000. The principal and accrued interest on this note was due and payable on April 12, 2018, subject to a 30-day extension available to the Company. This 10% promissory note was paid on April 27, 2018. During the year ended December 31, 2018, the Company recognized $35,991 from interest and the amortization of OID on this 10% promissory note.

 

  (iii) On March 27, 2018, the Company issued a 10% promissory note in the principal amount of $200,000 to an accredited investor. Between March 29, 2018 and April 24, 2018, the Company paid the outstanding principal amount of $200,000 on this 10% promissory note.

 

  (iv) On May 23, 2018, the Company issued a promissory note in the aggregate principal face amount of $81,000 to an accredited investor. The promissory note included an OID of $6,000 resulting in net proceeds to the Company of $75,000 and was due and payable on August 20, 2018. This promissory note was paid on July 25, 2018. During the year ended December 31, 2018, the Company recognized $6,000 from the amortization of OID on this promissory note.

 

  (v) On May 23, 2018, the Company issued a promissory note in the aggregate principal face amount of $360,000 to an accredited investor. The promissory note included an OID of $60,000 resulting in net proceeds to the Company of $300,000 and was due and payable on June 22, 2018. The outstanding balance on this note was paid on July 2, 2018. During the year ended December 31, 2018, the Company recognized $60,000 from the amortization of OID on this promissory note.

 

  (vi) On June 5, 2018, the Company received loans in the aggregate amount of $75,000 from accredited investors. The principal and interest on these loans was paid on July 16, 2018.

 

  (vii) On June 8, 2018, the Company issued a promissory note in the aggregate principal face amount of $511,750 to an accredited investor. The promissory note included an OID of $66,750 resulting in net proceeds to the Company of $445,000 and was due and payable on July 9, 2018. At December 31, 2018, the outstanding principal balance on this note was $54,750. Since payment was not made on the specified maturity date this unsecured promissory note is currently in default. During the year ended December 31, 2018, the Company recognized $66,750 from the amortization of OID on this promissory note. On August 3, 2018, the Company and lender entered into an agreement to extend the maturity date from July 9, 2018 to August 31, 2018. The Company agreed to pay the lender an extension fee of 100,000 shares of common stock. The Company remains in default and continues to negotiate with the investor on extended payment terms.

 

  (viii) On July 13, 2018, the Company issued a 15% promissory note in the principal amount of $176,000 to an accredited investor. This promissory note included an OID of $16,000 and debt issuance costs of $5,000 resulting in net proceeds of $155,000. At December 31, 2018, the outstanding balance on this note was $124,303. The principal and accrued interest on this note was due and payable on October 11, 2018 and is currently in default. Mr. Ault personally guaranteed the repayment of this note.

 

  (ix) On August 10, 2018, DP Lending issued a 12% promissory note in the principal amount of $550,000 to an accredited investor. This promissory note included an OID of $50,000 resulting in net proceeds of $500,000. The principal and accrued interest on this note is due and payable on August 10, 2019.

 

  (x) On August 16, 2018, the Company issued an 8% promissory note in the principal amount of $225,000 to an accredited investor. This promissory note included an OID of $25,000 resulting in net proceeds of $200,000. At December 31, 2018, the outstanding balance on this note was $159,500. This note was due and payable on October 5, 2018 and is currently in default. Mr. Ault personally guaranteed the repayment of this note.

 

  (xi) On August 23, 2018, DP Lending issued a promissory note in the principal amount of $85,000 to an accredited investor. This promissory note included an OID of $10,000 resulting in net proceeds of $75,000. At December 31, 2018, the outstanding balance on this note was $85,000. This note was due and payable on September 24, 2018, subject to a 28-day extension available to DP Lending. However, since payment was not made on the specified maturity date this unsecured promissory note is currently in default.

 

  (xii) On August 28, 2018, DP Lending issued a promissory note in the principal amount of $115,000 to an accredited investor. This promissory note included an OID of $15,000 resulting in net proceeds of $100,000. The principal and accrued interest on this note was due and payable on September 14, 2018, subject to a 10-business day cure period available to DP Lending. This promissory note was paid on September 21, 2018.

 

  (xiii) On October 9, 2018, DP Lending issued a promissory note in the principal amount of $60,000 to an accredited investor. This promissory note included an OID of $10,000 resulting in net proceeds of $50,000. At December 31, 2018, the outstanding balance on this note was $60,000. This note was due and payable on October 23, 2018. However, since payment was not made on the specified maturity date this unsecured promissory note is currently in default.

 

  (c) At December 31, 2018, Microphase had guaranteed the repayment of two equity lines of credit in the aggregate amount of $291,988 with Wells Fargo Bank, NA (“Wells Fargo”) (collectively, the “Wells Fargo Notes”). These loans originated prior to the Company’s acquisition of Microphase and Microphase was the recipient of the actual proceeds from the loans. Microphase had previously guaranteed the payment under the first Wells Fargo equity line during 2008, the proceeds of which Microphase had received from a concurrent loan from Edson Realty Inc., a related party owned real estate holding company. As of December 31, 2018, the first line of credit, which is secured by residential real estate owned by a former officer, had an outstanding balance of $210,822, with an annual interest rate of 4.00%. Microphase had guaranteed the payment under the second Wells Fargo equity line in 2014. Microphase had received working capital loans from the former CEO from funds that were drawn against the second Wells Fargo equity line. As of December 31, 2018, the second line of credit, secured by the former CEO’s principal residence, had an outstanding balance of $81,166, with an annual interest rate of 3.00%. During the years ended December 31, 2018, Microphase incurred $17,629 of interest on the Wells Fargo Notes.

 

  (d)

In August 2016, Microphase received a $300,000 loan, of which $39,831 has been repaid, pursuant to the State of Connecticut Small Business Express Job Creation Incentive Program which is administered through the Department of Economic and Community Development (“DECD”) (the “DECD Note”). The DECD Note accrues interest at a rate of 3% per annum and is due in August 2026. Payment of principal and interest commenced in September 2017, payable in equal monthly installments over the remaining term. During the year ended December 31, 2018, Microphase incurred $9,286 of interest on the DECD Note.

 

  (e) At December 31, 2017, Power-Plus had guaranteed the repayment of two lines of credit in the aggregate amount of $170,473 with Bank of America NA and Wells Fargo (collectively, the “Power-Plus Lines”). During 2018, the Power-Plus Lines had been paid.

 

  (f) Pursuant to the terms of the Purchase Agreement with Power-Plus, the Company entered into a two-year promissory note in the amount of $255,000 payable to the former owner as part of the purchase consideration. The $255,000 note is payable in 24 equal monthly installments. On October 18, 2017, for cancellation of debt, the Company entered into a subscription agreement with the former owner under which the Company sold 6,940 shares of common stock at $13.40 per share for an aggregate purchase price of $93,000. The outstanding balance on this note was $13,250 at December 31, 2018. During the year ended December 31, 2018, the Company paid $116,875 in principal payments.

 

  (g) In December 2016, Microphase utilized a $20,000 overdraft credit line at People’s United Bank with an annual interest rate of 15%. As of December 31, 2018, the balance of that overdraft credit line was $18,589.

 

  (h) On August 16, 2018, the Company entered into a securities purchase agreement with certain institutional investors providing for the issuance of (i) secured promissory notes in the aggregate principal face amount of $1,212,000 due February 15, 2019, at an interest rate of eight percent (8%) per annum for which the Company received an aggregate of $1,010,000, and (ii) issued an aggregate of 20,000 shares of common stock to the investors. On November 29, 2018, these 8% short-term promissory notes were amended and the Company incurred an additional OID of $60,600 resulting in an outstanding principal balance of $1,272,600 at December 31, 2018.

 

  (i) During September 2018, the Company issued to institutional investors 12% term promissory notes in the principal face amount of $789,473, with an interest rate of 12% for a purchase price of $750,000. The outstanding principal face amount, plus any accrued and unpaid interest, was due by December 31, 2018. During October 2018, in accordance with the notes, the Company issued 22,500 shares of its common stock to the investors. Since payment was not made on the specified maturity date these 12% term promissory notes are currently in default.

 

  (j) On October 11, 2018, the Company entered into a securities purchase agreement with an institutional investor providing for the issuance of (i) a secured promissory note in the aggregate principal face amount of $565,000 due December 8, 2018, for which the Company received an aggregate of $510,000, and (ii) issued an aggregate of 20,000 shares of common stock to the investor. Upon maturity, the Company was required to pay $27,500 of interest. The note was not paid on the maturity date and was in default at December 31, 2018.

 

  (k) On December 28, 2018, Microphase entered into a secured promissory note with an institutional investor providing for the issuance of (i) a secured promissory note in the aggregate principal face amount of $200,000, with an interest rate of 10% per annum and a maturity date of March 31, 2019. In connection with the Microphase Note, Mr. Ault entered into a personal guarantee agreement for the benefit of the investor.

 

  (l) In December 2016, Microphase issued $705,000 in 10% short-term promissory notes to nineteen accredited investors which, after deducting $70,500 of placement fees to its selling agent, Spartan Capital Securities, LLC (“Spartan”), resulted in $634,500 in net proceeds to Microphase (the “10% Short-Term Notes”). The 10% Short-Term Notes were due one year from the date of issuance. The amount due pursuant to the 10% Short-Term Notes was equal to the entire original principal amount multiplied by 125% (the “Loan Premium”) plus accrued interest. On December 5, 2017, in exchange for the cancellation of $690,000 of outstanding principal and $250,323 of accrued interest owed to the investors by Microphase Corporation, the Company entered into an Exchange Agreement pursuant to which the Company issued an aggregate of 76,193 shares of common stock and warrants to purchase 19,023 shares of common stock with an exercise price of $22.00 per share of common stock. During 2018, the Company paid the remaining balance of principal and accrued interest of $15,000 and $5,615, respectively.

 

  (m) At December 31, 2018, Enertec had short term bank credit of $1,558,197 that bears interest at prime plus 0.7% through 3.85% paid either on a monthly or weekly basis. Further, the Company has undertaken to comply with certain covenants under its bank loan. During the period May 22 to December 31, 2018, the Company incurred $47,076 of interest from Enertec’s short term bank credit.

 

Other Notes Payable

  

  (n) Between May 5, 2017 and December 31, 2017, the Company received additional short-term loans of $297,000 from five accredited investors, of which $75,000 was from the Company’s corporate counsel, a related party. As additional consideration, the investors received five-year warrants to purchase 11,219 shares of common stock at a weighted average exercise price of $15.40 per share. The warrants are exercisable commencing six months after the issuance date and are subject to certain beneficial ownership limitations. The exercise price of these warrants is subject to adjustment for customary stock splits, stock dividends, combinations and other standard anti-dilution events. The warrants may be exercised for cash or on a cashless basis. During the quarter ended June 30, 2017, the Company recorded debt discount in the amount of $95,000 based on the estimated fair value of these warrants. The Company computed the fair value of these warrants using the Black-Scholes option pricing model. As a result of the short-term feature of these loans and advances, the debt discount was amortized as non-cash interest expense upon issuance of the warrants using the effective interest method.

 

During June 2017, the holders of $55,000 of these short-term loans agreed to cancel their notes for the purchase of 5,000 shares of the Company’s common stock at a price of $11.00 per share. An additional $75,000 in short-term loans from the Company’s corporate counsel was converted into the Company’s equity securities; $52,000 was converted into one of the Series C Units and $23,000 was converted into the Company’s common stock. The Company did not record any additional interest expense as a result of the extinguishment of $130,000 in short-term loans since the carrying amount of the short-term loans was equivalent to the fair value of the consideration transferred, which was determined from the closing price of the Company’s equity securities on the date of extinguishment. During the year ended December 31, 2017, the Company also repaid $157,000 in short-term loans.

 

  (o) In February 2017, the Company issued to eight accredited investors $400,000 in demand promissory notes bearing interest at a rate of 6% per annum. Of the eight accredited investors, one investor was deemed a related party. As additional consideration, the investors received five-year warrants to purchase 16,667 shares of common stock at an exercise price of $14.00 per share (the “Feb. 2017 Warrants”). The Feb. 2017 Warrants are exercisable commencing six months after the issuance date. The exercise price of the Feb. 2017 Warrants is subject to adjustment for customary stock splits, stock dividends, combinations and other standard anti-dilution events. The Feb. 2017 Warrants may be exercised for cash or on a cashless basis. During the quarter ended March 31, 2017, the Company recorded debt discount in the amount of $151,000 based on the estimated fair value of the Feb. 2017 Warrants. The Company computed the fair value of these warrants using the Black-Scholes option pricing model. As a result of the due on demand feature of the promissory notes, the debt discount was amortized as non-cash interest expense upon issuance of the Feb. 2017 Warrants using the effective interest method.

 

Between February 16, 2017 and February 23, 2017, the holders of the $400,000 in demand promissory notes agreed to cancel their demand promissory notes for the purchase of 33,333 shares of the Company’s common stock, an extinguishment price of $12.00 per share. During the quarter ended March 31, 2017, the Company recorded additional interest expense of $13,333 as a result of the extinguishment of the $400,000 in demand promissory notes based on the difference of the carrying amount of the demand promissory notes and the fair value of the consideration transferred, which was determined from the closing price of the Company’s common stock on the date of extinguishment.

 

  (p) On March 28, 2017, the Company issued $270,000 in demand promissory notes to several investors. These demand promissory notes accrued interest at the rate of 6% per annum. On April 5, 2017, the Company canceled these promissory notes by issuing to the investors 18,000 shares of common stock, at $15.00 per share, and warrants to purchase 9,000 shares of common stock at $18.00 per share. During the quarter ended June 30, 2017, the Company recorded additional interest expense of $109,000 as a result of the extinguishment of the $270,000 in demand promissory notes based on the difference of the carrying amount of the demand promissory notes and the fair value of the consideration transferred, which was determined from the closing price of the Company’s common stock on the date of extinguishment.

 

  (q) On June 2, 2017, pursuant to the terms of the Share Exchange Agreement and in consideration of legal services, Microphase issued a $450,000 8% promissory note with a maturity date of November 25, 2017 to Lucosky Brookman, LLP (the “Lucosky Note”). In conjunction with the issuance of the Lucosky Note, the Company issued Lucosky Brookman 10,000 shares of redeemable convertible Series E preferred stock (the “Series E Preferred Stock”) with a stated value of $45 per share as an alternative to providing a guarantee for the amount of the Lucosky Note. The Company, at its option, had the right to redeem for cash the outstanding shares of Series E Preferred Stock, upon written notice to the holder of the shares, at a cash redemption price equal to $45 multiplied by the number of shares being redeemed. Any such optional redemption by the Company would have resulted in a credit against the Lucosky Note. During the period June 3, 2017 to December 29, 2017, Microphase incurred $21,000 of interest on the Lucosky Note. On December 29, 2017, the Lucosky Note was satisfied through the conversion of the 10,000 shares of Series E Preferred Stock into 30,000 shares of the Company’s common stock (See Note 24).

 

  (r) On January 25, 2018, the Company issued two 5% promissory notes, each in the principal face amount of $2,500,000 for an aggregate debt of $5,000,000 to two institutional investors.  The entire unpaid balance of the principal and accrued interest on each of the 5% promissory notes was due and payable on February 23, 2018, subject to a 30-day extension available to the Company. The proceeds from these two 5% promissory notes were used to purchase 1,000 Antminer S9s manufactured by Bitmain Technologies, Inc. in connection with our crypto mining operations. The Company repaid the entire outstanding principal and accrued interest on the 5% promissory notes of $5,101,127 during 2018.

 

  (s) On February 20, 2018, the Company issued a promissory note in the principal face amount of $900,000 to an accredited investor. This promissory note included an original issue discount (“OID”) of $150,000 resulting in net proceeds of $750,000. The principal and OID on this note was due and payable on March 22, 2018. On March 23, 2018, the Company entered into a new promissory note in the principal amount of $2,100,000 for a term of two months, subject to the Company’ ability to prepay within one month. The new promissory note included an OID of $350,000, resulting in net proceeds of $1,750,000. The Company also issued to the lender a warrant to purchase 62,500 shares of the Company’s common stock at an exercise price of $23.00 per share. The principal amount of the new promissory note consisted of cash of $1,000,000 and the cancellation of principal of $750,000 from the February 20, 2018 promissory note. The interest on the February 20, 2018 note in the amount of $150,000 was paid to the lender prior to entering into the new promissory note. The warrants are exercisable commencing on the issuance date for a term of three years. The exercise price of these warrants is subject to adjustment for customary stock splits, stock dividends, combinations and other standard anti-dilution events. The warrants may be exercised for cash or on a cashless basis. The Company recorded debt discount in the amount of $604,227 based on the estimated fair value of these warrants. The Company computed the fair value of these warrants using the Black-Scholes option pricing model. The debt discount was amortized as non-cash interest expense over the term of the debt. During the year ended December 31, 2018, non-cash interest expense of $604,227 was recorded from the amortization of debt discount and interest expense of $350,000 was recorded from the amortization of the OID on the new promissory note. On April 23, 2018, the Company paid the entire outstanding principal on the new promissory note of $2,100,000. The new promissory note had been guaranteed by our Chief Executive Officer and had also been guaranteed by Philou.
XML 40 R27.htm IDEA: XBRL DOCUMENT v3.19.1
NOTES PAYABLE - RELATED PARTIES
 12 Months Ended
Dec. 31, 2018
Notes Payable - Related Parties  
NOTES PAYABLE RELATED PARTIES

21. NOTES PAYABLE – RELATED PARTIES

 

Notes Payable – Related parties at December 31, 2018 and 2017, are comprised of the following:

 

    2018     2017  
Notes payable to former officer and employee (a)   $ 308,984     $ 309,317  
Total notes payable     308,984       309,317  
Less: current portion     (166,925 )     (133,569 )
Notes payable – long-term portion   $ 142,059     $ 175,748  

 

  (a) Microphase is a party to several notes payable agreements with seven of its past officers, employees and their family members. As of December 31, 2018, the aggregate outstanding balance pursuant to these notes payable agreements, inclusive of $57,752 of accrued interest, was $366,736, with annual interest rates ranging between 3.00% and 6.00%. During the year ended December 31, 2018, Microphase incurred $10,897 of interest on these notes payable agreements. In July 2016, one of these noteholders initiated litigation to collect the balance owed under the terms of his respective agreement. In October 2017, Microphase and the noteholder entered into a settlement agreement whereby Microphase agreed to pay the outstanding principal and interest of $122,000 and $43,000, respectively, by issuing to the noteholder 95,834 shares of Microphase common stock valued at $115,000 and paying $25,000 in cash. The value of the Microphase common stock was derived from the Company’s recent acquisition of a majority interest in Microphase. Further, the parties agreed a final $25,000 would be paid within 18 months of the settlement agreement or Microphase would be required to pay the noteholder an additional $25,000.

 

  (b) On December 29, 2016, the Company entered into an agreement with MCKEA Holdings, LLC (“MCKEA”). MCKEA is the majority member of Philou Ventures, LLC, which is the Company’s controlling stockholder. Kristine L. Ault, a director and the wife of Milton C. Ault III, Executive Chairman of the Company’s Board of Directors, is the manager and owner of MCKEA, for a demand promissory note (The “MCKEA Note”) in the amount of $250,000 bearing interest at the rate of 6% per annum on unpaid principal. On March 24, 2017, the MCKEA Note was cancelled to purchase the Company’s Series B Preferred Stock pursuant to the terms of the Preferred Stock Purchase Agreement entered into on March 9, 2017 (See Note 24). Since there was no difference between the reacquisition price and the net carrying value of the cancelled debt, no gain or loss was recognized as a result of this transaction.
XML 41 R28.htm IDEA: XBRL DOCUMENT v3.19.1
CONVERTIBLE NOTES
 12 Months Ended
Dec. 31, 2018
Long-term Debt, Unclassified [Abstract]  
CONVERTIBLE NOTES

22. CONVERTIBLE NOTES

 

Convertible Notes Payable at December 31, 2018 and 2017, are comprised of the following:

 

    2018     2017  
10% Convertible secured notes (a)   $ 7,997,126     $ —  
5% Convertible secured notes (b)     —       550,000  
12% Convertible secured note (c) (d) (e)     —       202,000  
Total convertible notes payable     7,997,126       752,000  
Less:                
Unamortized debt discounts     (1,189,276 )     (351,573 )
Unamortized financing cost     (65,356 )     (2,549 )
Total convertible notes payable, net of financing cost   $ 6,742,494     $ 397,878  

 

  (a) On May 15, 2018, the Company entered into a securities purchase agreement to sell (i) a 10% convertible note (the “10% Convertible Note”), (ii) a five-year warrant to purchase 55,556 shares of the Company’s common stock at an exercise price of $27.00 per share; (iii) a five-year warrant to purchase 86,207 shares of the Company’s Class A common stock at an exercise price of $17.40 per share; and (iv) 17,241 shares of the Company’s common stock to an institutional investor. Initially, the 10% Convertible Note was convertible into the Company’s common stock at $15.00 per share, but could only be converted if an event of default thereunder had occurred and not been cured on a timely basis. On September 25, 2018, the Company entered into an agreement to amend the maturity date on the 10% Convertible Note, pursuant to which amendment the amortization schedule of the 10% Convertible Note provides for 13 monthly payments in the amount of $309,193, and for the fourteenth payment to be in the amount of $1,011,427, plus accrued and unpaid interest. Each such amortization payment shall be made in cash or Bitcoin.

 

The 10% Convertible Note is in the principal amount of $6,000,000 and bears interest at 10% simple interest on the principal amount with 50% of the total interest due on the principal payable at the closing and the remaining 50% payable over the term of the 10% Convertible Note. In connection with the financing, the Company agreed to pay the placement agent, Alliance Global Partners, a cash fee of $300,000 and a warrant to purchase 7,500 shares of the Company’s common stock with an exercise price of $20.00 per share.

 

The Company computed the fair value of the warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $1,397,389 based on the estimated fair value of the warrants. The Company estimated that the grant date fair value of the shares of common stock was $405,024, which was determined from the closing price of the Company’s common stock on the dates of issuance. In aggregate, the Company recorded debt discount in the amount of $2,169,613 based on the relative fair values of the warrants, common stock and debt issuance costs of $367,200. During the year ended December 31, 2018, non-cash interest expense of $2,169,613 was recorded from the amortization of debt discounts. The fair value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 2.94% was derived from the U.S. Treasury yield curve, matching the term of the warrant, in effect at the measurement date. The volatility factor of 127.9% was determined based on the Company’s historical stock prices.

 

On July 2, 2018, the Company entered into a securities purchase agreement with the institutional investor providing for the issuance of (i) a second 10% convertible note (the “Second 10% Convertible Note”) with a principal face amount of $1,000,000 which Second 10% Convertible Note was convertible into the Company’s common stock at $15.00 per share and (ii) an additional 20,000 of the Company’s common stock to be issued in connection with the 10% Convertible Note. The Second 10% Convertible Note, as amended, matures on February 15, 2019, as to fifty percent (50%) of the amount due thereunder, and the remaining fifty percent (50%) due thereunder to May 15, 2019.

 

On August 31, 2018, the Company entered into a securities purchase agreement with the institutional investor providing for the issuance of a third 10% convertible note (the “Third 10% Convertible Note” and with the 10% Convertible Note and the Second 10% Convertible Note, the “10% Convertible Notes”) with a principal face amount of $2,000,000, which Third Convertible Note is convertible into 250,000 shares of the Company’s common stock at $8.00 per share and (ii) an additional 31,000 of the Company’s common stock. The shares of common stock issuable pursuant to the Third 10% Convertible Note have not been issued to the institutional investor. The Third 10% Convertible Note, as amended, matures on February 15, 2019, as to fifty percent (50%) of the amount due thereunder, and the remaining fifty percent (50%) due thereunder to May 15, 2019.

 

At the time of issuance of the Third 10% Convertible Note, the closing price of the Company’s common stock was in excess of the conversion price, resulting in a beneficial conversion feature (“BCF”). The BCF embedded in the Third 10% Convertible Note is accounted for under ASC No. 470, Debt (“ASC 470”). At issuance, the intrinsic value of the BCF totaled $910,419, based on the difference between the effective conversion price and the fair value of the Company’s common stock at the commitment date of the transaction, and the relative fair value of the 31,000 shares of common stock was $259,919. Initially, the Company was prohibited from issuing the 31,000 shares of common stock or the shares of common stock issuable pursuant to the Third 10% Convertible Note until stockholder approval of such issuance of securities is obtained as required by applicable NYSE American listing rules, which was received on December 28, 2018.

 

The Company recorded debt issuance costs of $200,500 from the Third 10% Convertible Note. The debt issuance costs are being amortized as non-cash interest expense over the term of the debt. During the year ended December 31, 2018, non-cash interest expense of $135,144 was recorded from the amortization of the debt issuance costs.

 

Pursuant to an amendment dated as of August 31, 2018 to the 10% Convertible Note and the Second 10% Convertible Note, the Company reduced the conversion price to $8.00 from $15.00. The amendment to the embedded conversion options of the 10% Convertible Note and the Second 10% Convertible Note caused a material change in the fair value of the embedded conversion options on these two notes and resulted in a loss on extinguishment of $665,346. At the time of the amendment, the closing price of the Company’s common stock was in excess of the conversion price, resulting in a BCF. The intrinsic value of the BCF was $1,131,960 on the 10% Convertible Note and $225,000 on the Second 10% Convertible Note based on the difference between the effective conversion price and the fair value of the Company’s common stock. During the year ended December 31, 2018, non-cash interest expense of $1,356,960 was recorded from the amortization of debt discounts attributed to the August 31, 2018 amendment of to the 10% Convertible Note and the Second 10% Convertible Note.

 

Pursuant to the terms of an amendment dated December 7, 2018, the Company agreed that if the investor elects to convert three monthly payments in the principal amount of $309,193 into shares of the Company’s common stock at the stated conversion price of $8.00 and the proceeds from the sale of the shares did not result in net proceeds to the investor of 103% of the principal, interest and penalties due, then the Company would pay the investor the difference in cash (the “True-Up Payment). During December 2018, the Company issued to the investor 109,724 shares of its common stock at $8.00 per share upon the conversion of $877,793 in principal, accrued interest and penalties. During December 2018, the investor received $304,608 from the sale of the shares of common stock, which approximated the value of the shares of common stock on the date of issuance, resulting in a True-Up Payment due to the investor of $599,519.

 

  (b) On December 4, 2017, the Company entered into a securities purchase agreement to sell a 5% Convertible Note (the “5% Convertible Note”) and 7,500 shares of restricted common stock to an institutional investor. The principal of the 5% Convertible Note and interest thereon was convertible into shares of common stock at $12.00 per share of common stock, subject to adjustments for lower priced issuances, stock splits, stock dividends, combinations or similar events. The 5% Convertible Note was in the principal amount of $550,000, included an OID of $50,000 resulting in net proceeds to the Company of $500,000, accrued interest at 5% simple interest on the principal amount, and was due on August 13, 2018. Interest only payments were due on a quarterly basis and the principal was due on June 3, 2018.

 

At the time of issuance of the 5% Convertible Note, the closing price of the Company’s common stock was in excess of the conversion price, resulting in a BCF accounted for under ASC 470. At issuance, the intrinsic value of the BCF totaled $244,260 based on the difference between the effective conversion price and the fair value of the Company’s common stock at the commitment date of the transaction. The intrinsic value of the BCF exceeded the proceeds allocated to the relative fair value of the 5% Convertible Note. The BCF was amortized to interest expense over the term of the 5% Convertible Note using the effective interest method. The valuation of the BCF was calculated based on the effective conversion price compared with the market price of the Company’s common stock on the date of issuance of the 5% Convertible Note.

 

In the aggregate, the Company recorded debt discount in the amount of $550,000 based on the relative fair values of the 7,500 shares of common stock of $25,740, BCF of $244,260 and OID of $50,000. The debt discount is being amortized as non-cash interest expense over the term of the debt. During the year ended December 31, 2017, non-cash interest expense of $380,769 was recorded from the amortization of debt discounts. In January 2018, the 5% Convertible Note was converted into 46,082 shares of the Company’s common stock based upon the contractual rights included in the 5% Convertible Note (See Note 24).

 

  (c) On August 3, 2017, the Company entered into a securities purchase agreement to sell a 12% Convertible Note (the “12% Convertible Note”) and a warrant to purchase 33,333 shares of common stock to an accredited investor. The principal of the 12% Convertible Note may be converted into shares of common stock at $11.00 per share and under the terms of the Warrant, up to 33,333 shares of common stock may be purchased at an exercise price of $14.00 per share.

 

The 12% Convertible Note was in the principal amount of $400,000, included an OID of $40,000 resulting in net proceeds to the Company of $360,000, accrued interest at 12% simple interest on the principal amount, and was due on August 13, 2018. Interest only payments were due on a quarterly basis and the principal was due on August 3, 2018. The principal may be converted into shares of the Company’s common stock at $11.00 per share.  

 

The Company computed the fair value of the 33,333 warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $167,203 based on the estimated fair value of the 33,333 warrants.

 

The BCF embedded in the 12% Convertible Note is accounted for under ASC 470. At issuance, the intrinsic value of the BCF totaled $186,797. The Company, however, was prohibited from issuing shares of common stock pursuant to the 12% Convertible Note until stockholder approval of such issuance of securities was obtained as required by applicable NYSE American listing rules. The Company received stockholder approval for the share issuances on December 28, 2017. The intrinsic value of the BCF was amortized to interest expense over the term of the 12% Convertible Note using the effective interest method. The valuation of the BCF was calculated based on the effective conversion price compared with the market price of the Company’s common stock on the date of issuance of the 12% Convertible Note. In aggregate, the Company recorded debt discount in the amount of $394,000 based on the relative fair values of the 33,333 warrants, BCF and OID of $40,000. During the year ended December 31, 2017, non-cash interest expense of $211,658 was recorded from the amortization of debt discounts.

 

On December 28, 2017, principal and accrued interest of $198,000 and $4,818, respectively, on the 12% Convertible Note was satisfied through the issuance of 18,438 shares of the Company’s common stock and the remaining balance of $202,000 was converted into 18,884 shares of the Company’s common stock on January 10, 2018 (See Note 24). The fair value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 1.79% was derived from the U.S. Treasury yield curve, matching the term of the warrant, in effect at the measurement date. The volatility factor of 107.3% was determined based on the Company’s historical stock prices.

 

  (d) On April 16, 2018, the Company entered into securities purchase agreements to sell (i) a 12% convertible note (the “12% April 2018 Convertible Note”), (ii) a five-year warrant to purchase 49,679 shares of the Company’s common stock at an exercise price of $26.00 per share; and (iii) 10,046 shares of the Company’s common stock to three institutional investors. The 12% April 2018 Convertible Note is convertible into common stock at $14.00 per share, but may only be converted if an event of default thereunder has occurred and not been cured on a timely basis.

 

The 12% April 2018 Convertible Note is in the principal amount of $1,722,222, included an OID of $172,222 resulting in net proceeds to the Company of $1,550,000 and bears interest at 12% simple interest on the principal amount. The Company is required to make monthly principal and interest payments until the 12% April 2018 Convertible Note is satisfied in full on October 16, 2018.

 

The Company computed the fair value of the warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $539,360 based on the estimated fair value of the warrants. The Company estimated that the grant date fair value of the shares of common stock was $128,524, which was determined from the closing price of the Company’s common stock on the date of issuance.

 

In aggregate, the Company recorded debt discount in the amount of $885,106 based on the relative fair values of the warrants, common stock, OID and debt issuance costs of $45,000. During the year ended December 31, 2018, non-cash interest expense of $885,106 was recorded from the amortization of debt discounts. The fair value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 2.94% was derived from the U.S. Treasury yield curve, matching the term of the warrant, in effect at the measurement date. The volatility factor of 127.9% was determined based on the Company’s historical stock prices. Beginning on May 16, 2018, the Company was required to make six monthly cash payments in the aggregate amount of $304,259. On August 31, 2018, the Company made its final payment and in aggregate paid principal and accrued interest of $1,722,222 and $103,333, respectively, on the 12% April 2018 Convertible Note.

 

  (e) On January 23, 2018, we entered into a securities purchase agreement with an institutional investor to sell, for an aggregate purchase price of $1,000,000, a 10% senior convertible promissory note (the “January 2018 10% Convertible Note”) with an aggregate principal face amount of $1,250,000, a warrant to purchase an aggregate of 31,250 shares of our common stock and 27,174 shares of our common stock. The transactions contemplated by the securities purchase agreement closed on February 8, 2018.  The January 2018 10% Convertible Note was convertible into 31,250 shares of the Company’s common stock, a conversion price of $40.00 per share. The exercise price of the warrant to purchase 31,250 shares of the Company’s common stock is $44.00 per share. On February 9, 2018, in addition to the 27,174 shares of common stock provided for pursuant to the securities purchase agreement, the Company issued to the investor an aggregate of 34,597 shares of the Company’s common stock upon the conversion of the entire outstanding principal and accrued interest on the January 2018 10% Convertible Note of $1,383,884 (See Note 24).

 

Convertible Notes Converted into Common Stock during 2017

 

  (f) On November 2, 2017, the Company entered into a securities purchase agreement to sell a 5% Convertible Note (the “November 5% Convertible Note”) and 15,000 shares of restricted common stock to an institutional investor. The principal of the November 5% Convertible Note and interest thereon was convertible into shares of common stock at $12.00 per share of common stock, subject to adjustments for lower priced issuances, stock splits, stock dividends, combinations or similar events. The November 5% Convertible Note was in the principal amount of $1,111,000 and included an original issue discount (“OID”) of $101,000 and debt issuance costs of $105,800, resulting in net proceeds to the Company of $904,200. The November 5% Convertible Note provided for 5% simple interest on the principal amount.

 

In connection with the November 5% Convertible Note, the Company paid to Aegis Capital Corp. (“Aegis”), its financial advisor, a cash fee of $80,800 and issued to Aegis a warrant to purchase up to 7,407 shares of common stock with an exercise price of $13.20 per share, subject to adjustment for stock splits, stock dividends, combinations or similar events. The warrant is exercisable at any time commencing six months from the date of issuance through five years from the date of issuance and may be exercised for cash or on a “cashless” basis if there is no effective registration statement registering, or no current prospectus available for the resale of, all of the shares of common stock underlying the warrant.

 

The debt conversion features embedded in the November 5% Convertible Note is accounted for under ASC No. 470, Debt. At the time of issuance, the intrinsic value of the debt conversion features utilizing the Black Scholes option pricing model totaled $423,593. The intrinsic value of the debt conversion feature combined with the amount of the original issue discount and the relative value of the 15,000 shares of common stock and warrants to purchase 7,407 shares of common stock exceeded the proceeds allocated to the relative fair value of the November 5% Convertible Note and resulted in aggregate debt discount of $722,868. The respective debt discount of $722,868 was amortized to interest expense over the term of the November 5% Convertible Note using the effective interest method. In addition, the Company incurred $106 of debt issuance costs which are also being amortized as non-cash interest expense over the term of the debt.

 

On December 13, 2017 and December 14, 2017, the entire $1,111,000 of principal on the November 5% Convertible Note was satisfied through the issuance of 92,583 shares of the Company’s common stock based upon the contractual rights provided for in the November 5% Convertible Note (See Note 14).

 

During the year ended December 31, 2017, non-cash interest expense of $828,668 was recorded from the amortization of debt discounts and debt financing cost.

 

  (g) On August 10, 2017, the Company, entered into securities purchase agreements with five institutional investors to sell for an aggregate purchase price of $800,000, 10% Senior Convertible Promissory Notes (the “10% Convertible Notes”) with an aggregate principal face amount of $880,000 and warrants to purchase an aggregate of 73,750 shares of common stock. The principal of the 10% Convertible Notes and interest earned thereon may be converted into shares of common stock at $12.00 per share and under the terms of the Warrant, up to 73,750 shares of common stock may be purchased at an exercise price of $13.20 per share.

 

The 10% Convertible Notes are in the aggregate principal amount of $880,000, included an OID of $80,000 resulting in net proceeds to the Company of $800,000, bear simple interest at 10% on the principal amount, and principal and interest are due on February 10, 2018. Subject to certain beneficial ownership limitations, each investor may convert the principal amount of the 10% Convertible Notes and accrued interest earned thereon at any time into shares of common stock at $12.00 per share. The conversion price of the 10% Convertible Notes is subject to adjustment for customary stock splits, stock dividends, combinations or similar events.

 

The Company computed the fair value of the 73,750 warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $356,691 based on the estimated intrinsic value of the 73,750 warrants. The intrinsic value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 1.78% was derived from the U.S. Treasury yield curve, matching the term of the warrant, in effect at the measurement date. The volatility factor of 107.3% was determined based on the Company’s historical stock prices.

 

The BCF embedded in the 10% Convertible Notes is accounted for under ASC No. 470, Debt. At issuance, the estimated fair value of the BCF totaled $326,809. The fair value of the BCF was allocated from the net proceeds of the 10% Convertible Notes and was amortized to interest expense over the term of the 10% Convertible Notes using the effective interest method. The valuation of the BCF was calculated based on the effective conversion price compared with the market price of the Company’s common stock on the date of issuance of the 10% Convertible Notes. In aggregate, the Company recorded debt discount in the amount of $763,500 based on the relative fair values of the 73,750 warrants of $356,961 BCF of $326,809 and OID of $80,000. During the years ended December 31, 2017, non-cash interest expense of $763,500 was recorded from the amortization of debt discounts.

 

During December 2017, the entire principal and accrued interest of $880,000 and $54,450, respectively, on the 10% Convertible Notes was satisfied through the issuance of 77,871 shares of the Company’s common stock based upon the contractual rights provided for in the 10% Convertible Note (See Note 14).

 

Other Convertible Notes Payable

 

  (h) On April 17, 2017, the Company entered into two 7% convertible notes (the “7% Convertible Notes”) each in the aggregate principal amount of $125,000 for a total of $250,000. The 7% Convertible Notes accrued interest at 7% simple interest on the principal amount and were due on June 2, 2017. The principal was convertible into shares of the Company’s common stock at $15.00 per share. The noteholder could convert the principal amount of the 7% Convertible Notes at any time into common stock. The 7% Convertible Notes contained standard and customary events of default including, but not limited to, failure to make payments when due under the 7% Convertible Note agreements and bankruptcy or insolvency of the Company. The Company had the right to prepay the 7% Convertible Notes. The 7% Convertible Notes were repaid during July 2017.

 

As additional consideration, the investors received five and a half year warrants to purchase 8,333 shares of common stock at an exercise price of $18.00 per share (collectively the “7% Convertible Note Warrants”). The 7% Convertible Note Warrants are exercisable commencing six months after the issuance date. The exercise price of the 7% Convertible Note Warrants is subject to adjustment for customary stock splits, stock dividends, combinations and other standard anti-dilution events. The 7% Convertible Note Warrants may be exercised for cash or on a cashless basis. The Company computed the fair value of the 7% Convertible Note Warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $61,304 based on the estimated fair value of the 7% Convertible Note Warrants.

 

The BCF embedded in the 7% Convertible Notes is accounted for under ASC No. 470, Debt. At issuance, the estimated fair value of the BCF totaled $31,304. The fair value of the BCF was allocated from the net proceeds of the 7% Convertible Note and was amortized to interest expense over the term of the 7% Convertible Notes using the effective interest method. The valuation of the BCF was calculated based on the effective conversion price compared with the market price of the Company’s common stock on the date of issuance of the Convertible Note. In aggregate, the Company recorded debt discount in the amount of $93,607 based on the relative fair values of the 7% Convertible Note Warrants of $61,304 and BCF of $31,304. During the three months ended June 30, 2017, the entire non-cash interest expense of $92,607 was recorded from the amortization of debt discounts.

 

On July 25, 2017, the Company repaid one of the 7% Convertible Notes. Due to the event of default, the Company agreed to reduce the exercise price of warrants to purchase 83,334 shares of common stock from $18.00 per share to $11.00 per share and made a payment of $144,000. As a result of this transaction, the Company recorded additional interest expense of $17,226 and recorded an additional $2,641 in non-cash interest expense based upon the change in the fair value of the warrants due to the adjustment to the exercise price.

 

On July 28, 2017, the Company entered into an exchange agreement related to the second 7% Convertible Note. Under the terms of the exchange agreement, the Company exchanged the 7% Convertible Note for three new promissory notes in the principal amounts of $110,000 due August 1, 2017; $35,000 due August 1, 2017; and $34,000 due August 8, 2017 (individually an Exchange Note and collectively the Exchange Notes) and issued a new warrant to purchase 4,167 shares of common stock at $11.00 per share and cancelled the prior warrant to purchase 4,167 shares of common stock at $18.00 per share. The Company recorded a $54,583 extinguishment charge as a result of this transaction.

 

Concurrent with entering into the exchange agreement, the investor entered into a subscription agreement under which the Company issued and sold in a registered direct offering 10,000 shares of common stock at $11.00 per share for an aggregate purchase price of $110,000. The 10,000 shares of common stock were purchased through the cancellation of the Exchange Note in the principal amount of $110,000. In addition, in a concurrent private placement, the investor entered into a separate securities purchase agreement under which the Company issued and sold 3,180 shares of common stock at $11.00 per share for an aggregate of purchase price of $35,000. The 3,180 shares of common stock were purchased through the cancellation of the Exchange Note in the principal amount of $35,000. Further, the Company issued a warrant to purchase 6,000 shares of common stock at $11.00 per share. The final Exchange Note in the principal amount of $34,000 was repaid. In aggregate, and including the $54,583 extinguishment charge above, the Company recorded an additional non-cash interest expense of $110,421 as a result of the extinguishment of the $125,000 7% Convertible Note based on the difference of the carrying amount of the 7% Convertible Note and the fair value of the consideration transferred, which was determined from the closing price of the Company’s common stock on the date of extinguishment and based upon (i) the change in the fair value of the warrants due to the exchange of the warrant with an exercise price of $18.00 per share with a new warrant with an exercise price of $11.00 per share, (ii) the fair value of the warrant to purchase 6,000 shares of common stock and (iii) the value of the shares of cash and common stock in excess of the amount owed pursuant to the 7% Convertible Note.

 

  (i) On April 26, 2017, the Company entered into a 7% convertible note in the aggregate principal amount of $104,000. On June 28, 2017, the noteholder converted the outstanding balance into 9,455 shares of the Company’s common stock. The Company did not record any additional interest expense as a result of the extinguishment since the carrying amount of the convertible notes was equivalent to the fair value of the consideration transferred, which was determined from the closing price of the Company’s equity securities on the date of extinguishment.

 

As additional consideration, the investor received a five-year warrant to purchase 8,000 shares of common stock at an exercise price of $16.00 per share. The warrants are exercisable commencing six months after the issuance date. The exercise price of the warrants is subject to adjustment for customary stock splits, stock dividends, combinations and other standard anti-dilution events. The warrants may be exercised for cash or on a cashless basis. The Company computed the fair value of these warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $24,912 based on the estimated fair value of the warrants.

 

The BCF embedded in this convertible note is accounted for under ASC No. 470, Debt. At issuance, the estimated fair value of the BCF totaled $26,512. The fair value of the BCF was allocated from the net proceeds of the convertible note and was amortized to interest expense over the term of the convertible note using the effective interest method. The valuation of the BCF was calculated based on the effective conversion price compared with the market price of the Company’s common stock on the date of issuance of the convertible note. In aggregate, the Company recorded debt discount in the amount of $51,424 based on the relative fair values of the warrants of $24,912 and BCF of $26,512. During 2017, non-cash interest expense of $51,424 was recorded from the amortization of debt discounts. The intrinsic value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 1.84% was derived from the U.S. Treasury yield curve, matching the term of the warrant, in effect at the measurement date. The volatility factor of 104.7% was determined based on the Company’s historical stock prices.
XML 42 R29.htm IDEA: XBRL DOCUMENT v3.19.1
COMMITMENTS AND CONTINGENCIES
 12 Months Ended
Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

23. COMMITMENTS AND CONTINGENCIES

 

On July 31, 2018 a stockholder derivative complaint was filed in the United States District Court for the Central District of California against the Company as the nominal defendant, as well as its current directors and a former director styled Ethan Young and Greg Young, Derivatively on Behalf of Nominal Defendant, DPW Holdings, Inc. v. Milton C. Ault, III, Amos Kohn, William B. Horne, Jeff Bentz, Mordechai Rosenberg, Robert O. Smith, and Kristine Ault and DPW Holdings, Inc., as the nominal defendant (Case No. 18-cv-6587) (the “Complaint”). No hearings have been scheduled as of the date hereof.

 

The Complaint alleges violations of state law and breaches of fiduciary duty, unjust enrichment and gross mismanagement by the individual defendants as, in the view of the plaintiffs, the Company has entered into poorly advised loan transactions and related party transactions. The Company and the individual defendants believe that these claims are without merit and intend to vigorously defend themselves. The Company and the individual defendants moved to dismiss the Complaint and on February 25, 2019, the Court granted the motion to dismiss but granted plaintiffs leave to amend their Complaint.  On March 11, 2019, plaintiffs filed their amended complaint asserting violations of breaches of fiduciary duties and unjust enrichment claims based on the previously pled transactions. On March 25, 2019, the Company and the individual defendants filed a motion to dismiss the amended complaint.  The motion to dismiss is returnable before the Court on May 6, 2019.

 

Based on the Company’s assessment of the facts underlying the claims, the uncertainty of litigation, and the preliminary stage of the case, the Company cannot estimate the reasonably possible loss or range of loss that may result from this action. However, an unfavorable outcome may have a material adverse effect on the Company’s business, financial condition and results of operations.

 

On November 28, 2018, Blockchain Mining Supply and Services, Ltd, a vendor who sold computers to the Company’s subsidiary, filed in the United States District Court for the Southern District of New York against Super Crypto Mining, Inc. and the Company (Case No. 18-cv-11099). The Complaint asserted claims for breach of contract and promissory estoppel against the Company and its subsidiary arising from the subsidiary’s failure to satisfy a purchase agreement.  The Complaint seeks damages in the amount of $1,388,495.

 

On February 4, 2019, pursuant to the Court’s Rules, the Company requested a pre-motion Conference with the Court.  The Company’s time to file its motion to dismiss is stayed until the Court’ holds the pre-motion Conference, which has not yet been scheduled by the Court.

 

Based on the Company’s assessment of the facts underlying the claims, the uncertainty of litigation, and the preliminary stage of the case, the Company cannot estimate the reasonably possible loss or range of loss that may result from this action. However, the Company has established a reserve in the amount of the unpaid portion of the purchase agreement. An unfavorable outcome may have a material adverse effect on the Company’s business, financial condition and results of operations.

 

In November 2012, the Company signed an operating lease agreement for the US headquarters for a period of 7 years with an option to extend for an additional 5 years. In September 2009, the Company's United Kingdom subsidiary signed an agreement for a lease in respect of the UK facility for a period of 15 years with an option to cancel the lease after 10 years on September 2019. In June 201, the Company’s Israeli subsidiary signed an agreement for a lease in respect of the Israel facility for a period of 10 years. In addition, the Company leases 43,062 square-feet of other space domestically that includes office, engineering, laboratory, restaurant and warehouse space in both California and Connecticut. The annual base rent under these leases, payable on a monthly basis, is approximately $1,272,000 during 2019. These leases expire between May 2019 and January 2028.

 

Future non-cancellable rental commitments under operating leases are as follows: 

 

  2019     $ 1,272,957  
  2020       1,032,302  
  2021       801,305  
  2022       501,411  
  2023       514,895  
  Thereafter       1,582,120  
        $ 5,704,990  

 

Total rent expense for the years ended December 31, 2018 and 2017 was approximately $1,086,031 and $291,092, respectively.
XML 43 R30.htm IDEA: XBRL DOCUMENT v3.19.1
STOCKHOLDERS' EQUITY
 12 Months Ended
Dec. 31, 2018
STOCKHOLDERS' EQUITY  
STOCKHOLDERS' EQUITY

24. STOCKHOLDERS’ EQUITY

 

Preferred Stock

 

The Company is authorized to issue 25,000,000 shares of Preferred Stock $0.001 par value. The Board of Directors has designated 1,000,000 shares as Series A Convertible Preferred Stock (the “Series A Preferred Stock”), 500,000 shares as Series B Convertible Preferred Stock (the “Series B Preferred Stock”). On February 27, 2019, subsequent to December 31, 2018, the Board of Directors designated 2,500 shares as Series C Convertible Redeemable Preferred Stock and the Company filed a Certificate of Designations of Rights and Preferences of Series C Convertible Redeemable Preferred Stock with the Secretary of State of the State of Delaware.

 

On December 21, 2018, the Company filed with the Delaware Secretary of State a Certificate of Elimination eliminating its previous Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock (collectively, the “Preferred Shares”) and returning them to authorized but undesignated shares of the Company’s preferred stock. None of the Preferred Shares was outstanding. The rights, preferences, privileges and restrictions on the remaining authorized 23,497,500 shares of Preferred Stock have not been determined. The Company’s Board of Directors is authorized to create a new series of preferred shares and determine the number of shares, as well as the rights, preferences, privileges and restrictions granted to or imposed upon any series of preferred shares. As of December 31, 2018, there were 125,000 shares of Series B Preferred Stock and no other shares of Preferred Stock issued or outstanding.

 

Series A Preferred Stock

 

On September 13, 2018, the Company filed a Certificate of Designations of Rights and Preferences (the “Certificate of Designations”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the 10% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”).

 

Dividends on the Series A Preferred Stock shall accrue daily and be cumulative from, and including, the date of original issue and shall be payable monthly on the last day of each calendar month, subject to the terms and conditions set forth in the Certificate of Designations. Dividends accrue at the annual rate of 10%, which is equivalent to $2.50 per annum per share, based on the $25.00 liquidation preference from, and including, the date of original issuance to, but not including, September 30, 2023, or such other date fixed for redemption.

 

On and after September 30, 2023, the Company may, at its option, upon not less than thirty (30) days nor more than sixty (60) days’ written notice, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share of Series A Preferred Stock, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption. In addition, upon the occurrence of a change of control, subject to certain restrictions, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice, redeem the Series A Preferred Stock, in whole or in part, within one hundred twenty (120) days after the first date on which such change of control occurred, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption. There is no mandatory redemption of the Series A Preferred Stock.

 

Holders of the Series A Preferred Stock generally have no voting rights except as set forth in the Certificate of Designations or as otherwise required by law. The holders of Series A Preferred Stock, together with the holders of shares of every other series of Parity Stock upon which like voting rights have been conferred and are exercisable, voting together as a single class regardless of series, shall be entitled to elect two directors to the Company’s board of directors at any annual meeting of stockholders or special meeting held in place thereof. When the Series A Preferred Stock is entitled to vote, such shares are entitled to one vote per share. In any matter in which the Series A Preferred Stock may vote as a single class with any other series of Preferred Stock (as may be required by law), each share of Series A Preferred Stock shall be entitled to one vote per $25.00 of stated liquidation preference.

 

Series B Preferred Stock

 

On March 9, 2017, the Company entered into a Preferred Stock Purchase Agreement with Philou, a related party. Pursuant to the terms of the Preferred Stock Purchase Agreement, Philou may invest up to $5,000,000 in the Company through the purchase of Series B Preferred Stock over the term of 36 months.

 

Each share of Series B Preferred Stock has a stated value of $10.00 per share. Each share of Series B Preferred Stock may be convertible at the holder’s option into shares of common stock of the Company at a conversion rate of $14.00 per share, upon the earlier to occur of: (i) 60 months from the closing date, or (ii) upon the filing by the Company of one or more periodic reports that, singly or collectively, evidence that the Company’s gross revenues have reached no less than $10 million in the aggregate, on a consolidated reporting basis, over four consecutive quarters in accordance with U.S. GAAP. The conversion price will be subject to standard anti-dilution provisions in connection with any stock split, stock dividend, subdivision or similar reclassification of the common stock.

 

Each share of Series B Preferred Stock shall have the right to receive dividends equal to one ten millionth (0.0000001) of earnings before interest, taxes, depreciation, amortization and stock-based compensation (“EBITDAS”) calculated for a particular calendar year. Assuming the purchase of the entire $5,000,000 of shares of Preferred Stock, the holders thereof will be entitled to receive dividends equal to five percent (5%) in the aggregate of EBITDAS. Payment of dividends shall be calculated for a calendar year, payable on a quarterly basis, with payments to occur no later than 90 days in arrears from each reporting period subject to a year-end reconciliation. EBITDAS shall mean earnings before interest, taxes, depreciation, amortization, and stock-based compensation.  

 

At such time as (i) all shares of common stock issuable upon conversion of all outstanding shares of Series B Preferred Stock (the “Conversion Shares”) shall have been registered for resale pursuant to an effective Registration Statement covering such Conversion Shares, (ii) but no earlier than the twenty-fifth (25th) anniversary of the effective date, the shares of Series B Preferred Stock shall be subject to redemption in cash at the option of the Company in an amount per share equal to 120% of the greater of (a) the stated value plus all accrued and unpaid dividends, if any and (b) the fair market value of such shares of Series B Preferred Stock.

 

In addition, for each share of Series B Preferred Stock purchased, Philou will receive warrants to purchase shares of common stock in a number equal to the stated value of each share of Series B Preferred Stock purchased divided by $0.70, at an exercise price equal to $14.00 per share of common stock. The warrants do not require a net cash-settlement or provide the holder with a choice of net-cash settlement. The warrants also do not contain a variable settlement provision. Accordingly, any warrants issued to Philou pursuant to the terms of the Preferred Stock Purchase Agreement shall be classified as equity instruments.

 

Further, Philou shall have the right to participate in the Company’s future financings under substantially the same terms and conditions as other investors in those respective financings in order to maintain its then percentage ownership interest in the Company. Philou’s right to participate in such financings shall accrue and accumulate provided that it still owns at least 100,000 shares of Series B Preferred Stock.

 

Between March 24, 2017 and June 2, 2017, Philou purchased 100,000 shares of Series B Preferred Stock pursuant to the Preferred Stock Purchase Agreement in consideration of the cancellation of the Company debt due to Philou in the aggregate amount of $500,000 and cash of $500,000. In addition, Philou received warrants to purchase 102,041 shares of common stock at an exercise price of $14.00 per share of common stock, which have been classified as equity instruments. The Company determined that the estimated relative fair value of these warrants, which are classified as equity, was $401,399 using the Black-Scholes option pricing model. Since the warrants were classified as equity securities, the Company allocated the $1,000,000 purchase price based on the relative fair values of the Series B Preferred Stock and the warrants following the guidance in ASC No. 470, Debt.

 

On April 24, 2018, pursuant to the terms of the Preferred Stock Purchase Agreement, Philou purchased an additional 25,000 shares of Series B Preferred Stock in consideration of the cancellation of short-term advances due to Philou in the aggregate amount of $250,000. In addition, Philou received warrants to purchase 25,510 shares of common stock at an exercise price of $14.00 per share of common stock. The Company determined that the estimated relative fair value of these warrants, which are classified as equity, was $141,951 using the Black-Scholes option pricing model. Since the warrants were classified as equity securities, the Company allocated the $250,000 purchase price based on the relative fair values of the Series B Preferred Stock and the warrants.

 

The Series B Convertible Preferred Stock is convertible at any time, in whole or in part, at the option of Philou, into shares of common stock at a fixed conversion price, which is subject to adjustment for stock splits, stock dividends, combinations or similar events, of $14.00 per share. As the effective conversion price of the Series B Convertible Preferred Stock on a converted basis was below the market price of the Company’s common stock on the date of issuance, it was determined that these discounts represent beneficial conversion features. During the years ended December 31, 2018 and 2017, the Company valued the BCF at $108,049 and 265,054, respectively, based on the difference between the effective conversion price and the market price of the Company’s common stock on the date of issuance. These features are analogous to preference dividends and are recorded as a non-cash return to preferred stockholders through accumulated deficit.

 

Series C Preferred Stock

 

Between May 24, 2017 and June 19, 2017, the Company entered into subscription agreements (the “Series C Subscription Agreement”) with approximately twenty accredited investors (the “Series C Investors”) in connection with the sale of twenty-one Units at a purchase price of $52,000 per Unit raising in the aggregate $1,092,000 with each Unit consisting of 21,667 shares of Series C Preferred Stock and Warrants to purchase 4,333 shares of common stock. Divine acted as the Company’s placement agent. 

 

Each share of Series C Preferred Stock had a stated value of $2.40 per share. Five shares of Series C Preferred Stock were convertible at the holder’s option into one share of Common Stock of the Company. As the effective conversion price of the Series C Convertible Preferred Stock on a converted basis was below the market price of the Company’s common stock on the date of issuance, it was determined that these discounts represent beneficial conversion features, which were valued at $319,128 and recognized as a deemed dividend, based on the difference between the effective conversion price and the market price of the Company’s common stock on the date of issuance.

 

Each share of Series C Preferred Stock had the right to receive dividends equal $0.24 per share per annum as declared by the Company’s Board of Directors. The dividends were payable on a quarterly basis on the 20th day following each calendar quarter.

 

During December 2017, pursuant to the conversion terms of the Series C Preferred Stock, all of the Series C Investors elected to convert their 455,002 shares of Series C Preferred Stock into 91,000 shares of the Company’s common stock. Additionally, of the 91,000 warrants that were issued in conjunction with the Series C Subscription Agreements, the Company issued 80,167 shares of its common stock upon cash-based exercises that resulted in gross proceeds to the Company of $1,603,000 and issued 3,545 shares of its common stock upon the cashless exercise of a warrant to purchase 4,333 shares of common stock.

 

Series D Preferred Stock

 

 On June 2, 2017, pursuant to the terms of the Share Exchange Agreement, the Company acquired 1,603,434 shares of the issued and outstanding common stock of Microphase Common Stock in exchange for the issuance by the Company of 92,122 shares of the Company’s Common Stock, 378,776 shares of the Company’s Series D Preferred Stock and warrants to purchase an aggregate of 50,000 shares of the Company’s Common Stock.

 

In the event the Company shall liquidate, dissolve or wind up, the holders of Series D Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of the Common Stock, the Company’s Series A Preferred Stock, or to the holders of any other junior series of preferred stock, by reason of their ownership thereof and subject to the rights of the Company’s Series B Preferred Stock, Series C Preferred Stock and any other class or series of Company stock subsequently issued that ranks senior to the Series D Preferred Stock, an amount per share in cash or equivalent value in securities or other consideration equal to its Stated Value of $0.01 per share.

 

The holders of Series D Preferred Stock shall not be entitled to receive dividends and shall have no voting rights except as otherwise required by law. Upon the stockholders of DPW Common Stock approving the conversion of the Series D Preferred Stock into shares of DPW Common Stock in connection with the acquisition of MPC Common Stock and for purposes of compliance with Rule 713 of the NYSE American, then each share of Series D Preferred Stock shall automatically be converted into 37,878 shares of DPW Common Stock.

 

Series E Preferred Stock

 

On June 2, 2017, pursuant to the terms of the Share Exchange Agreement and in consideration of legal services, Microphase issued a $450,000 8% promissory note with a maturity date of November 25, 2017 to an unsecured creditor, Lucosky Brookman, LLP (the “Lucosky Note”). In conjunction with the issuance of the Lucosky Note, the Company issued Lucosky Brookman 10,000 shares of Series E Preferred Stock with a stated value equal to forty-five dollars ($45.00) per share. The Company, at its option, may redeem for cash, in whole or in part, at any time and from time to time, the shares of Series E Preferred Stock at the time outstanding, upon written notice to the holder of the shares, at a cash redemption price equal to $45 multiplied by the number of shares being redeemed. Any such optional redemption by the Company shall be credited against the Lucosky Note.

  

In the event the Company shall liquidate, dissolve or wind up, the holders of Series E Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of the DPW Common Stock, the Company’s Series A Preferred Stock, or to the holders of any other junior series of preferred stock, by reason of their ownership thereof and subject to the rights of the Company’s Series B Preferred Stock, Series C Preferred Stock and any other class or series of Company stock subsequently issued that ranks senior to the Series E Preferred Stock an amount per share in cash or equivalent value in securities or other consideration equal to $0.01 per share. The holders of Series E Preferred Stock shall not be entitled to receive dividends and shall have no voting rights except as otherwise required by law. Subject to the stockholders of DPW Common Stock of the Company approving the conversion of the Series E Preferred Stock into shares of Common Stock in connection with the acquisition of MPC Common Stock and for purposes of compliance with Rule 713 of the NYSE American, then each share of Series E Preferred Stock may be converted into sixty (60) shares of DPW Common Stock, for an aggregate of 30,000 shares of DPW Common Stock. On December 29, 2017, the Lucosky Note was satisfied through the conversion of the 10,000 shares of Series E Preferred Stock into 30,000 shares of the Company’s common stock.

 

Common Stock

 

Common stock confers upon the holders the rights to receive notice to participate and vote in the general meeting of stockholders of the Company, to receive dividends, if and when declared, and to participate in a distribution of surplus of assets upon liquidation of the Company. The Class B common stock carries the voting power of 10 shares of Class A common stock.

 

2018 Issuances

 

Issuance of Common Stock pursuant to the At the Market Offering

 

On February 27, 2018, the Company entered into a sales agreement with H.C. Wainwright & Co., LLC (“HCW”) to sell shares of the Company’s common stock, having an aggregate offering price of up to $50 million from time to time, through an “at the market offering” program (the “HCW ATM Offering”) under which HCW acts as sales agent. Between February 27, 2018 and December 31, 2018, the Company had received gross proceeds of $19,022,416 through the sale of 1,062,096 shares of the Company’s common stock through the HCW ATM Offering. The offer and sale of the shares through the HCW ATM Offering were made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-222132) filed with the SEC on December 18, 2017, amended on January 8, 2018, and declared effective by the SEC on January 11, 2018, and a prospectus supplement related to the HCW ATM Offering, dated February 27, 2018. The HCW ATM Offering was terminated effective September 23, 2018.

 

In connection with the termination of the HCW ATM Offering, HCW released DPW from the right of first refusal provisions set forth in the sales agreement. In consideration for the release, the Company issued HCW 25,000 shares of its common stock, which have been recorded in additional paid in capital, and to pay HCW a fee until February 28, 2020 of three percent fee of aggregate gross proceeds received on future financings by the Company and a one percent fee of aggregate gross proceeds received on future financings by the Company’s subsidiaries.

 

On October 10, 2018, the Company entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Wilson-Davis & Co., Inc., as sales agent (the “Agent”) to sell shares of its Common Stock, having an aggregate offering price of up to $25,000,000 (the “Shares”) from time to time, through an “at the market offering” program (the “WDCO ATM Offering”). Through December 31, 2018, we had received gross proceeds of $1,637,054 through the sale of 372,109 shares of our common stock through the WDCO ATM Offering. The offer and sale of the shares through the WDCO ATM Offering were made pursuant to our then effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-222132) filed with the SEC on December 18, 2017, amended on January 8, 2018, and declared effective by the SEC on January 11, 2018, and a prospectus supplement related to the WDCO ATM Offering, dated October 15, 2018.

 

Issuance of Common Stock for Services

 

During the year ended December 31, 2018, the Company issued to its consultants a total 184,153 shares of its common stock with an aggregate value of $3,740,888, an average of $20.31 per share for services rendered.

 

Issuance of common stock for conversion of debt

 

On January 3, 2018, accrued interest of $23,250 on the 10% Convertible Notes was satisfied through the issuance of 1,938 shares of the Company’s common stock.

 

On January 10, 2018, principal and accrued interest of $202,000 and $5,723, respectively, on the 12% Convertible Note was satisfied through the issuance of 18,884 shares of the Company’s common stock (See Note 22c).

 

On January 12, 2018, principal and accrued interest of $550,000 and $2,987, respectively, on the 5% Convertible Note was satisfied through the issuance of 46,082 shares of the Company’s common stock (See Note 22b).

 

On February 9, 2018, principal and accrued interest of $1,250,000 and $133,884, respectively, on the January 2018 10% Convertible Note was satisfied through the issuance of 34,597 shares of the Company’s common stock (See Note 22e).

 

During December 2018, principal and accrued interest of $18,865 and $259,408, respectively, on the 10% Convertible Note was satisfied through the issuance of 109,724 shares of the Company’s common stock (See Note 22a).

 

Issuances of Common Stock upon Exercise of Stock Options

 

During January 2018, the Company issued a total of 3,000 shares of its common stock upon the cash exercise of options. These options were issued pursuant to the Company’s Plans. The Company received cash of $97,800 as a result of these option exercises.

 

Issuances of Common Stock upon Exercise of Warrants

 

During January 2018, the Company issued a total of 93,324 shares of its common stock upon the cash and cashless exercise of warrants to purchase an aggregate of 109,382 shares of its common stock. These warrants were issued between August 2017 and December 2017 in conjunction with various common stock and debt financings. The Company received cash of $867,166 as a result of these warrant exercises.

 

On May 8, 2018, the Company issued 13,958 shares of common stock pursuant a cashless exercise of warrants issued to Divine Capital Markets, LLC, its Placement Agent (the “Placement Agent”) for the 2017 private placement of the Series C Preferred Stock and warrants. For its services, the Placement Agent received, a warrant to purchase 9,100 shares of the Company’s common stock at $14.40 per share and a second warrant to purchase 9,100 shares of the Company’s common stock at $20.00 per share.

 

Issuances of common stock in connection with convertible notes

 

On February 9, 2018, in conjunction with the securities purchase agreement to sell the January 2018 10% Convertible Note in the principal amount of $1,250,000 the Company issued 27,174 shares of restricted common stock to the institutional investor (See Note 22b).  

 

On April 16, 2018, in conjunction with the securities purchase agreements to sell the 12% April 2018 Convertible Note in the principal amount of $1,722,222, the Company issued 10,046 shares of restricted common stock to the institutional investor (See Note 22d).

 

On May 15, 2018, in conjunction with the securities purchase agreement to sell the 10% Convertible Note in the principal amount of $6,000,000 the Company issued 17,241 shares of restricted common stock to the institutional investor (See Note 22a). On August 10, 2018, pursuant to an amendment to the 10% Convertible Note entered into on July 2, 2018, the Company is required to issue an additional 31,000 shares of restricted common stock to the holder of the note.

 

On July 2, 2018, in conjunction with the securities purchase agreement to sell the Second 10% Convertible Note in the principal amount of $1,000,000 the Company issued 20,000 shares of restricted common stock to the institutional investor (See Note 22a).

 

On August 16, 2018, in conjunction with the securities purchase agreements to sell secured promissory notes in the aggregate principal face amount of $1,272,600, the Company issued 20,000 shares of restricted common stock to the institutional investors (See Note 20h).

 

During September 2018, in conjunction with the securities purchase agreements to sell secured promissory notes in the aggregate principal face amount of $789,473, the Company issued 22,500 shares of restricted common stock to the institutional investors (See Note 20i).

 

On October 11, 2018, in conjunction with the securities purchase agreements to secured promissory note in the aggregate principal face amount of $565,000, the Company issued 20,000 shares of restricted common stock to the institutional investor (See Note 20j).

 

Issuances of Common Stock upon Conversion of Series D Preferred Stock

 

During the year ended December 31, 2018, pursuant to the conversion terms of the Series D Preferred Stock, 378,776 shares of the Series D Preferred Stock were converted into 37,878 shares of the Company’s common stock.

 

Issuances of Common Stock for cash and cancellation of short-term advances

 

On October 5, 2017, Ault & Company purchased 3,750 shares of the Company’s common stock at $12.00 per share and a warrant to purchase up to 3,750 shares of the Company’s common stock at $12.00 per share for an aggregate purchase price of $45,000. The shares and warrants were issued by the Company on May 8, 2018.  Ault & Company is controlled by Mr. Milton Ault, the Company’s Chairman and Chief Executive Officer.

 

On May 15, 2018, the Company entered into securities purchase agreements with certain investors in which the Company sold an aggregate of 384,589 shares of its common stock, 206,730 for cash and 177,858 for the cancellation of short-term advances, and five-year warrants to purchase such number of shares of common stock equal to the shares of common stock purchased by the investors. The Company received aggregate consideration of $5,999,584, consisting of cash and the cancellation of short-term advances of $3,225,000 and $2,774,584, respectively. These securities were issued pursuant to our registration statement filed with the Securities and Exchange Commission (File No. 333-222132) which became effective on January 11, 2018.

 

Treasury Stock

 

The Company utilizes the cost method of accounting for treasury stock. The cost of reissued shares is determined under the last-in, first-out method. The Company purchased 2,750 shares for $57,748 during the year ended December 31, 2018. 

 

2017 Issuances

 

Issuances of Common Stock for Cash or a Combination of Cash and Cancellation of Debt

 

On March 15, 2017, Company entered into a subscription agreement with a related party for the sale of 25,000 shares of common stock at $12.00 per share for the aggregate purchase price of $300,000.

 

On July 24, 2017, we entered into subscription agreements with six investors, and on July 25, 2017 we entered into a securities purchase agreement with an institutional investor, under which we agreed to issue and sell in the aggregate 42,568 shares of common stock to the investors at $11.00 per share for an aggregate purchase price of $468,250. Of the aggregate purchase price of $468,250, $445,250 was paid in cash and $23,000, which represented 2,091 of the total shares of common stock sold, was in consideration for the cancellation of debt of the Company. The company granted warrants to purchase 5,455 shares of common stock to two of the investors that entered into the subscription agreements at $15.00 per share. In a concurrent private placement, we sold to the institutional investor warrants to purchase an aggregate of 8,182 shares of the Company’s common stock at an exercise price equal to $11.00 per share.

 

On October 18, 2017, the Company entered into subscription agreements with five investors, under which we agreed to issue and sell in the aggregate 22,612 shares of common stock to the investors at $13.40 per share for an aggregate purchase price of $303,000. $210,000 of the purchase price was paid in cash and $93,000, which represented 6,940 of the total shares of common stock sold, was paid through the cancellation of debt incurred by the Company.

 

On November 7, 2017, the Company entered into subscription agreements with investors under which the Company agreed to issue and sell in the aggregate 36,250 shares of common stock to the investors at $12.00 per share for an aggregate purchase price of $435,000. $280,000 of the aggregate purchase price was paid in cash and $155,000, which represented 12,917 of the total shares of common stock sold, was paid through the cancellation of debt incurred by the Company.

 

On December 5, 2017, the Company entered into subscription agreements with investors for the sale of 32,000 shares of common stock at $25.00 per share for the aggregate purchase price of $800,000. The direct offering closed December 13, 2017.

 

In aggregate, the above transactions resulted in the issuance of 136,482 shares of common stock for cash proceeds, net of $72,769 in financing costs, of $1,962,481 and the issuance of 21,498 shares of common stock for the cancellation of $271,000 in debt incurred by the Company.

 

Issuances of Common Stock for Services

 

On March 8, 2017, the Company issued an aggregate of 12,547 shares of its common stock as payment for services to a consultant. The shares were valued at $10, an average of $0.80 per share.

 

Between May 9, 2017 and June 18, 2017, the Company issued an aggregate of 47,808 shares of its common stock as payment for services to its consultant. The shares were valued at $498,769, an average of $10.40 per share.

 

Between August 21, 2017 and September 5, 2017, the Company issued an aggregate of 29,032 shares of its common stock as payment for services to its consultants. The shares were valued at $363,613, an average of $12.40 per share.

 

Between October 3, 2017 and December 28, 2017, the Company issued an aggregate of 30,600 shares of its common stock as payment for services to its consultants. The shares were valued at $790,320, an average of $25.80 per share. 

 

In aggregate, during the year ended December 31, 2017, the Company issued a total of 108,067 shares of its common stock, with a value of $1,662,702, to its consultants for services.

 

Issuance of common stock for conversion of debt

 

Between February 16, 2017 and February 23, 2017, the Company issued 33,333 shares of its common stock, an extinguishment price of $12.00 per share, for the cancellation of $400,000 in demand promissory notes.

 

On April 5, 2017, the Company issued 18,000 shares of its common stock, at a price of $15.00 per share, for the cancellation of $270,000 in demand promissory notes.

 

On June 28, 2017, the Company issued 9,455 shares of its common stock, at a price of $11.00 per share, for the cancellation of a 7% convertible promissory note in the principal amount of $104,000.

 

On June 28, 2017, the holders of $55,000 of in short-term loans agreed to cancel their notes for the purchase of 5,000 shares of the Company’s common stock at a price of $11.00 per share.

 

On July 28, 2017, an institutional investor agreed to cancel two promissory notes in the aggregate amount of $145,000 for the issuance of 13,180 shares of the Company’s common stock at a price of $11.00 per share.

 

During the period from November 27, 2017 to December 6, 2017, the entire $530,000 of principal on the Convertible Note was satisfied through the issuance of 48,182 shares of the Company’s common stock (See Note 20).

 

On December 13, 2017 and December 14, 2017, the entire $1,111,000 of principal on the November 5% Convertible Note was satisfied through the issuance of 92,583 shares of the Company’s common stock (See Note 22f).

 

On December 28, 2017, principal and accrued interest of $198,000 and $4,818, respectively, on the 12% Convertible Note was satisfied through the issuance of 18,438 shares of the Company’s common stock (See Note 22c).

 

During December 2017, the entire principal and accrued interest of $880,000 and $54,452, respectively, on the 10% Convertible Notes was satisfied through the issuance of 77,871 shares of the Company’s common stock (See Note 22g).

 

Issuances of Common Stock upon Exercise of Stock Options

 

Between December 4, 2017 and December 22, 2017, the Company issued a total of 361,458 shares of its common stock upon the cash and cashless exercise of options to purchase an aggregate of 363,500 shares of its common stock. These options were issued pursuant to the Company’s Plans. The Company received cash of $557,360 as a result of these option exercises.

 

Issuances of Common Stock upon Exercise of Warrants

 

Between November 27, 2017 and December 28, 2017, the Company issued a total of 93,593 shares of its common stock upon the cash and cashless exercise of warrants to purchase an aggregate of 105,673 shares of its common stock. These warrants were issued between November 2016 and August 2017 in conjunction with various common stock and debt financings. The Company received cash of $642,603 as a result of these warrant exercises.

 

During December 2017, in conjunction with the Series C Subscription Agreements, the Company issued 80,167 shares of its common stock upon cash-based exercises that resulted in gross proceeds to the Company of $1,603,335 and issued 3,545 shares of its common stock upon the cashless exercise of a warrant to purchase 4,333 shares of common stock.  

 

In aggregate, the Company received gross proceeds of $2,245,938 from the issuance of 177,305 shares of common stock in connection with warrant exercises.

 

Issuances of common stock in connection with convertible notes

 

On November 2, 2017, in conjunction with the securities purchase agreement to sell the November 5% Convertible Note in the principal amount of $1,111,000 the Company issued 15,000 shares of restricted common stock to the institutional investor.

 

On December 4, 2017, in conjunction with the securities purchase agreement to sell the 5% Convertible Note in the principal amount of $550,000, the Company issued 7,500 shares of restricted common stock to the institutional investor.

 

Issuance of common stock for domain name

 

On July 7, 2017, the Company entered into an asset purchase agreement to acquire the intellectual property of Coolisys.com, consisting of the common law rights associated with the trademarks and name as well as the domain name and content of www.Coolisys.com. The aggregate purchase price of $81,000 was comprised of 2,500 shares of common stock, valued at $31,000 based on the closing price of the Common Stock on the date of the acquisition, and cash of $50,000.

 

Issuance of common stock and warrants in satisfaction of subsidiary debt

 

On December 5, 2017, the Company entered into an exchange agreement with several accredited investors for the cancellation of $690,000 in outstanding principal on the 10% Short-Term Notes. In December 2016, Microphase issued $705,000 in 10% Short-Term Notes. The 10% Short-Term Notes were due one year from the date of issuance. The amount due pursuant to the 10% Short-Term Notes is equal to the entire original principal amount multiplied by 125% (the “Loan Premium”) plus accrued interest. In exchange for the cancellation of $690,000 of outstanding principal and $250,000 of accrued loan premiums and interest owed to the investors by Microphase Corporation, the Company entered into the exchange agreement pursuant to which the Company issued an aggregate of 76,193 shares of common stock and warrants to purchase 19,023 shares of common stock with an exercise price of $22.00 per share of common stock, (See Note 20l).

 

Issuance of common stock for acquisition of debt due from related party

 

On December 5, 2017, the Company entered into an exchange agreement with WT Johnson, pursuant to which the Company issued to WT Johnson convertible promissory notes in the principal amount of $2,267,766. During December 2017, the Company issued 30,000 shares of its common stock upon the conversion of the promissory notes.
XML 44 R31.htm IDEA: XBRL DOCUMENT v3.19.1
INCOME TAXES
 12 Months Ended
Dec. 31, 2018
Income Tax Disclosure [Abstract]  
INCOME TAXES

25. INCOME TAXES

 

On December 22, 2017, the United States enacted significant changes to U.S. tax law following the passage and signing of H.R.1, “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the “Tax Act”). Introduced initially as the Tax Cuts and Jobs Act, the Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018 (the “Act”) was enacted on December 22, 2017. The Act applies to corporations generally beginning with taxable years starting after December 31, 2017 and reduces the corporate tax rate from a graduated set of rates with a maximum 35% tax rate to a flat 21% tax rate. Additionally, the Act introduces other changes that impact corporations, including a net operating loss (“NOL”) deduction annual limitation, an interest expense deduction annual limitation, elimination of the alternative minimum tax, and immediate expensing of the full cost of qualified property. The Act also introduces an international tax reform that moves the U.S. toward a territorial system, in which income earned in other countries will generally not be subject to U.S. taxation. However, the accumulated foreign earnings of certain foreign corporations will be subject to a one-time transition tax, which can be elected to be paid over an eight-year tax transition period, using specified percentages, or in one lump sum. NOL and foreign tax credit (“FTC”) carryforwards can be used to offset the transition tax liability. The Company does not expect that this change will have an impact on the Company as it has not earned taxable income in the past and it has significant NOL carryforwards. The application of this rate reduction to the ending deferred tax assets and deferred tax liabilities impacted our expense for income taxes in 2017 by $1,138,845 which was fully offset by a corresponding change to our valuation allowance.  We applied the guidance in SAB 118 when accounting for the enactment-date effects of the Act in 2017 and throughout 2018. At December 31, 2017, we had not completed our accounting for all of the enactment-date income tax effects of the Act under ASC 740, Income Taxes. At December 31, 2018, we have now completed our accounting for all of the enactment-date income tax effects of the Act. During 2018 we did not need to adjust to the provisional amounts recorded at December 31, 2017. The 2017 and 2018 impacts of the enactment of the Tax Act are reflected in the tables below.

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and income tax purposes. Significant components of the Company's deferred tax assets are as follows:

 

    2018     2017  
Current            
   Foreign   $ 134,017     $ —  
   Federal     —       —  
   State     —       —  
Total Current   $ 134,017          
Deferred                
Foreign     (52,134 )   $ —  
Federal     (158,482 )     (78,393 )
State     —       —  
Total Deferred   $ (210,616 )   $ (78,393 )
Income tax (benefit)   $ (76,599 )   $ (78,393 )

 

The Company had Federal and state net operating loss carryforwards of approximately $43,051,999 and $7,960,184 at December 31, 2018 and December 31, 2017 respectively, available to offset future taxable income, expiring at various times starting in 2022 through 2039. The net operating loss generated in 2018 will carryforward indefinitely. In accordance with Section 382 of the Internal Revenue Code, the future utilization of the Company’s net operating loss to offset future taxable income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future. Management believes that such an ownership change may have occurred during 2017. The Company has estimated the Section 382 annual limitation due to this ownership change to be approximately $157,433. This has been used to reduce the amount of the net operating losses that have limited carryforward periods.

 

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available and due to the last five years significant losses there is substantial doubt related to the Company’s ability to utilize its deferred tax assets, the Company recorded a full valuation allowance of the deferred tax asset. For the year ended December 31, 2018, the valuation allowance has increased by $4,887,148.

 

The 2015 tax year remains open to examination by the Internal Revenue Service (“IRS”) and the 2014 through 2015 tax years remain open to examination by the California Franchise Tax Board (“FTB”) and the Connecticut Department of Revenue (“CDR”). The IRS, FTB and CDR have the authority to examine those tax years until the applicable statute of limitations expires and the years with net operating loss carryovers when such carryovers are used. Returns for tax years 2016, 2017 and 2018 have not been filed.

 

As of December 31, 2018, the Company’s foreign subsidiaries had accumulated losses for income tax purposes in the amount of approximately $1,808,466. All of the Company’s international accumulated losses were generated in the United Kingdom and Israel which have statutory tax rates of 20% and 7.5% respectively. These net operating losses may be carried forward and offset against taxable income in the future for an indefinite period. 

 

The net income tax benefit consists of the following:

 

    2018     2017  
Current            
   Foreign   $ 134,017     $ —  
   Federal     —       —  
   State     —       —  
Total Current   $ 134,017          
Deferred                
Foreign     (52,134 )   $ —  
Federal     (158,482 )     (78,393 )
State     —       —  
Total Deferred   $ (210,616 )   $ (78,393 )
Income tax (benefit)   $ (76,599 )   $ (78,393 )

 

The Company’s effective tax rates were (0.3%) and (0.8%) for the years ended December 31, 2018 and 2017, respectively. During the year ended December 31, 2018, the effective tax rate differed from the U.S. federal statutory rate primarily due to the change in the valuation allowance and the effect of changes in tax rates in future periods. The reconciliation of income tax attributable to operations computed at the 2018 and 2017 U.S. Federal statutory income tax rates of 21% and 34% respectively to income tax expense is as follows:

 

    2018     2017  
Tax benefit at U.S. Federal statutory tax rate     (21.0 %)     (34.0 %)
Increase (decrease) in tax rate resulting from:                
Effect of change in tax rates     1.8 %     12.0 %
Effect of Section 382 limitation     4.9 %     0.0 %
Increase in valuation allowance     15.1 %     17.0 %
Nondeductible meals & entertainment expense and other     0.9 %     6.1 %
State taxes, net of federal benefit     (2.4 %)     (4.5 %)
Foreign rate differential     0.3 %     0.7 %
Stock compensation expense     (0.1 %)     1.9 %
Effective tax rate     (0.3 %)     (0.8 %)

 

The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25. ASC No. 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC No. 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. To the extent that the final tax outcome of these matters is different than the amount recorded, such differences impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. ASC No. 740-10-25 also requires management to evaluate tax positions taken by the Company and recognize a liability if the Company has taken uncertain tax positions that more likely than not would not be sustained upon examination by applicable taxing authorities. Management of the Company has evaluated tax positions taken by the Company and has concluded that as of December 31, 2018 and 2017, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability that would require disclosure in the financial statements.
XML 45 R32.htm IDEA: XBRL DOCUMENT v3.19.1
RELATED PARTY TRANSACTIONS
 12 Months Ended
Dec. 31, 2018
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTION

26. RELATED PARTY TRANSACTIONS

 

  a. The Company has made a strategic investment in AVLP in expectation of future business generated by the Company from MTIX Ltd., an advanced materials and processing technology company located in Huddersfield, West Yorkshire, UK (“MTIX”), a wholly-owned subsidiary of AVLP. The Company’s investments in AVLP consist of convertible promissory notes, warrants and shares of common stock of AVLP. On September 6, 2017, the Company and AVLP entered into a Loan and Security Agreement (“AVLP Loan Agreement”) with an effective date of August 21, 2017 pursuant to which the Company will provide AVLP a non-revolving credit facility of up to $10 million for a period ending on August 21, 2019, subject to the terms and conditions stated in the Loan Agreement, including that the Company having available funds to grant such credit. At December 31, 2018, the Company has provided loans to AVLP in the principal amount $6,943,997 and, in addition to the 12% convertible promissory notes, AVLP has issued to the Company warrants to purchase 13,887,994 shares of AVLP common stock. Under the terms of the AVLP Loan Agreement, any notes issued by AVLP are secured by the assets of AVLP. As of December 31, 2018 and 2017, the Company recorded contractual interest receivable attributed to the AVLP Loan Agreement of $1,004,317 and $324,000, respectively.

 

During the year ended December 31, 2018 and 2017, the Company also acquired in the open market 430,942 shares of AVLP common stock for $417,169 and 221,333 shares of AVLP common stock for $191,782 respectively. At December 31, 2018, the closing market price of AVLP’s common stock was $0.90, a decline from $1.75 at December 31, 2017. The Company has determined that its investment in AVLP marketable equity securities are accounted for pursuant to the fair value method and based upon the closing market price of common stock at December 31, 2018, the amount of the Company’s unrealized gain is $119,329.

 

Philou is AVLP’s controlling stockholder. Mr. Ault is Chairman of AVLP’s Board of Directors and the Chairman of the Company’s Board of Directors. Mr. William B. Horne is the Chief Financial Officer of AVLP and the Chief Financial Officer and a director of the Company.

 

During the years ended December 31, 2018 and 2017, the Company recognized $3,907,280 and $173,751, respectively, in revenues resulting from its relationship with MTIX, which was acquired by AVLP on August 22, 2017 and is therefore deemed to be a related party. In March 2017, the Company was awarded a 3-year, $50 million purchase order by MTIX to manufacture, install and service the Multiplex Laser Surface Enhancement (“MLSE”) plasma-laser system. Management believes that the MLSE purchase order will be a source of revenue and generate significant cash flows for the Company. However, at December 31, 2018, $3,887,000 in revenues recognized during the years ended December 31, 2018 and 2017, had not yet been received and was reflected on the financial statements as accounts receivable, related party. Subsequent to year end the Company received $2,676,219 for manufacturing services performed on the first MLSE system.

 

  b.

On April 13, 2018, the Company entered into an amended and restated consulting agreement with Mr. Ault pursuant to which the parties thereto agreed to amend and restate that certain independent contractor agreement dated September 22, 2016, by and between the Company and Mr. Ault. In accordance with the terms set forth in the Agreement, Mr. Ault shall continue to serve as the Company’s Chief Executive Officer and Chairman of the Board of Directors in consideration of a monthly fee of $33,333, effective November 15, 2017. On June 17, 2018, the Company entered into a ten-year executive employment agreement with Mr. Ault.  For his services, Mr. Ault will be paid a base salary of $400,000 per annum. For his services, Mr. Ault was paid $400,000 and $207,500, respectively, during the years ended December 31, 2018 and 2017.

 

  c. On March 9, 2017, the Company entered into a Preferred Stock Purchase Agreement with Philou. Pursuant to the terms of the Preferred Stock Purchase Agreement, Philou may invest up to $5,000,000 in the Company through the purchase of Series B Preferred Stock over 36 months. Philou has purchased 125,000 shares of Series B Preferred Stock pursuant to the terms of the Purchase Agreement, the most recent purchase having occurred on April 24, 2018 for the purchase of 25,000 shares of Series B Preferred Stock.

  

  d. Between July 6, 2017 and September 30, 2018, Milton C. Ault, III, the Company’s Chairman and Chief Executive Officer, personally guaranteed the repayment of (i) $8,218,000 from the sale of Advances on Future Receipts (ii) and $4,781,000 from the sale of the promissory notes. These personal guarantees were necessary to facilitate the consummation of these financing transactions. Mr. Ault’s payment obligations would be triggered if the Company failed to perform under these financing obligations. Our board of directors has agreed to compensate Mr. Ault for his personal guarantees. The amount of annual compensation for each of these guarantees, which will be in the form of non-cash compensation, is approximately 1.5% of the amount of the obligation.

 

  e. During the year ended December 31, 2017, DP Lending made loans to Alzamend Neuro, Inc. (“Alzamend”), in the amount of $44,000. AVLP is a party to a management services agreement pursuant to which AVLP provides management, consulting and financial services to Alzamend. The outstanding principal under these loans was repaid during 2018. As additional consideration, the Company received a warrant to purchase 22,000 shares of Alzamend’s common stock at an exercise price of $0.30 per share of common stock.

 

  f. On December 5, 2017, the Company entered into an exchange agreement with WT Johnson pursuant to which the Company issued to WT Johnson two convertible promissory notes in the principal amount of $600,000 (“Note A”) and $1,667,766 (“Note B”), in exchange for cancellation of amounts due to WT Johnson by MTIX Ltd., a related party of the Company.

 

During December 2017, the Company issued 30,000 shares of its common stock to WT Johnson & Sons upon the conversion of Note A and WT Johnson subsequently sold the 30,000 shares. The proceeds from the sale of Note A were sufficient to satisfy the entire $2,267,766 obligation as well as an additional $400,500 of value added tax due to WT Johnson. Concurrent with entering into the exchange agreement, the Company received a promissory note in the amount of $2,667,766 from MTIX. At December 31, 2017, the Company has valued the note receivable at $600,000, the carrying amount of Note A. The Company will recognize the remainder of the amount due from MTIX upon payment of the promissory note by MTIX.

 

  g. Between May 5, 2017 and June 30, 2017, the Company received additional short-term loans of $140,000 from four accredited investors of which $75,000 was from the Company’s corporate counsel, a related party. As additional consideration, the investors received five-year warrants to purchase 11,219 shares of common stock at a weighted average exercise price of $15.40 per share. On June 28, 2017, $52,000 in short-term loans that was received from the related party was converted into one of the Series C Units (See Note 24) and on July 24, 2017, the remaining $23,000 in short-term loans was converted in 2,091 shares of the Company’s common stock in conjunction with the subscription agreements that the Company entered into with six investors (See Note 20h).

 

  h. During the year ended December 31, 2017, our President, Amos Kohn, purchased certain real property that will serve as a facility for the Company’s business operations in Israel. The Company made $300,000 of payments to the seller of the property and received a 28% undivided interest in the real property (“Property’). The Company’s subsidiary, Coolisys, entered into a Trust Agreement and Tenancy In Common Agreement with Roni Kohn, who owns a 72% interest in the Property, is the daughter of Mr. Kohn and is an Israeli citizen. The Property was purchased to serve as a residence/office facility for the Company in order to oversee its European operations and to expand its business in the hi-tech industry located in Israel. Pursuant to the Trust Agreement, Ms. Kohn will hold and manage Coolisys’ undivided 28% interest in the Property. The trust will be in effect until it is terminated by mutual agreement of the parties. During the term of the trust, the Ms. Kohn will not sell, lease, sublease, transfer, grant, encumber, change or effect any other disposition with respect to the Property or the Coolisys’ interest without the Company’s approval.
XML 46 R33.htm IDEA: XBRL DOCUMENT v3.19.1
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION
 12 Months Ended
Dec. 31, 2018
Segment Reporting [Abstract]  
SEGMENT CUSTOMERS AND GEOGRAPHICAL INFORMATION

27. SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION

 

The Company has five reportable segments as of December 31, 2018 and had two reportable segments as of December 3, 2017; see Note 1 for a brief description of the Company’s business.

 

The following data presents the revenues, expenditures and other operating data of the Company’s geographic operating segments and presented in accordance with ASC No. 280.

 

    Year ended December 31, 2018  
    DPC     DPL     Enertec     Digital Farms     I.AM     Eliminations     Total  
Revenue   $ 10,499,612     $ 2,036,530     $ 5,226,075     $ —     $ —     $ —     $ 17,762,217  
Revenue, cryptocurrency                                                        
mining     —       —       —       1,675,549       —       —       1,675,549  
Revenue, related party     3,907,280       —       —       —       —       —       3,907,280  
Revenue, restaurant operations     —       —       —       —       3,462,140       —       3,462,140  
Revenue, lending activities     347,033       —       —       —       —       —       347,033  
Inter-segment revenues     36,833       —       —       —       —       (36,833 )     —  
Total revenues   $ 14,790,758     $ 2,036,530     $ 5,226,075     $ 1,675,549     $ 3,462,140     $ (36,833 )   $ 27,154,219  
                                                         
Depreciation and                                                        
amortization expense   $ 300,326     $ 65,046     $ 389,808     $ 2,151,505     $ —     $ —     $ 2,906,685  
                                                         
Loss from operations   $ (3,608,828 )   $ (586,107 )   $ (431,320 )   $ (6,369,138 )   $ (81,264 )   $ —     $ (11,076,657 )
Capital expenditures for                                                        
segment assets, as of                                                        
December 31, 2018   $ 44,190     $ 1,301     $ 48,826     $ 8,891,928     $ 184,377     $ —     $ 9,169,992  
                                                         
Identifiable assets as of                                                        
December 31, 2018   $ 28,623,729     $ 1,458,699     $ 10,251,816     $ 7,018,958     $ 2,072,678     $ —     $ 49,425,880  

 

    Year ended December 31, 2017  
    DPC     DPL     Eliminations     Total  
Revenues   $ 7,889,731     $ 2,111,018     $ —     $ 10,000,749  
Revenue, related party     173,751       —       —       173,751  
Inter-segment revenues     53,501       —       (53,501 )     —  
Total revenues   $ 8,116,983     $ 2,111,018     $ (53,501 )   $ 10,174,500  
                                 
Depreciation and amortization expense   $ 183,252     $ 70,754     $ —     $ 254,006  
                                 
Loss from operations   $ (5,558,272 )   $ (424,773 )   $ —     $ (5,983,045 )
Capital expenditures for segment assets, as of
December 31, 2017		   $ 382,250     $ 20,529     $ —     $ 402,779  
                                 
Identifiable assets as of December 31, 2017   $ 28,780,371     $ 1,728,523     $ —     $ 30,508,894  

  

Concentration Risk:

 

The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived:

 

      For the Year Ended
      December 31, 2018
             
    Total Revenues        
    by Major     Percentage of  
  Customers     Total Company  
    (in thousands)     Revenues  
Customer A   $ 3,907,280     14 %

 

      For the Year Ended  
      December 31, 2017  
               
    Total Revenues        
    by Major     Percentage of  
    Customers     Total Company  
    (in thousands)     Revenues  
Customer B   $  1,340,766     13 %

 

Revenue from Customer A is related party revenue attributable to Coolisys and revenue from Customer B is also attributable to Coolisys. At December 31, 2018, MTIX represented all of the Company’s accounts and other receivable, related party.

 

For the years ended December 31, 2018 and 2017, total revenues from external customers divided on the basis of the Company’s product lines are as follows:

 

    For the Years Ended  
    December 31,  
    2018     2017  
Revenues:            
Commercial products   $ 10,597,256     $ 5,488,657  
Defense products     16,556,963       4,685,843  
Total revenues   $ 27,154,219     $ 10,174,500  

 

Financial data relating to geographic areas:

 

The Company’s total revenues are attributed to geographic areas based on the location. The following table presents total revenues for the years ended December 31, 2018 and 2017. Other than as shown, no foreign country or region contributed materially to revenues or long-lived assets for these periods:

 

    For the Years Ended  
    December 31,  
    2018     2017  
Revenues:            
North America   $ 19,113,226     $ 6,636,954  
Europe     1,765,991       2,634,166  
Middle East     5,226,075       672,256  
Other     1,048,927       231,124  
Total revenues   $ 27,154,219     $ 10,174,500  
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SUBSEQUENT EVENTS
 12 Months Ended
Dec. 31, 2018
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

28. SUBSEQUENT EVENTS

 

In accordance with FASB ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2018 and thru the date of this report being issued and has determined that it does not have any material subsequent events to disclose in these financial statements except for the following.

 

Amendments to Certificate of Incorporation

 

On January 3, 2019, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, with the Secretary of State of the State of Delaware, to effectuate an increase to the number of authorized shares of common stock of the Company. Pursuant to the Certificate of Amendment, the Company increased the number of authorized shares of its Class A common stock, par value $0.001, to 500,000,000 from 200,000,000 (the “Authorized Increase”). The number of authorized shares of the Company’s Class B common stock remains at 25,000,000 and the number of authorized shares of the Company’s preferred stock remains at 25,000,000. As a result of the increase of authorized shares of its Class A common stock, the aggregate number of the Company’s authorized shares is 550,000,000. The Authorized Increase was approved by the Company’s board of directors as of December 28, 2018, and approved by a vote of the stockholders of the Company at the December 28, 2018 Annual Meeting of Stockholders. The Certificate of Amendment became effective upon filing with the State of Delaware on January 3, 2019.

 

On February 27, 2019, the Company filed a Certificate of Designations of Rights and Preferences of Series C Convertible Redeemable Preferred Stock (the “Certificate of Designations”) to its Certificate of Incorporation, as amended on January 2, 2019, with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series C Convertible Redeemable Preferred Stock. The Series C Redeemable Preferred Stock issued and outstanding sixty (60) months from the from their date of issuance (the “Redemption Date”), shall be mandatorily redeemed and repurchased by the Company at the Stated Value.

 

On March 14, 2019, pursuant to the authorization provided by the Company’s stockholders at a Special Meeting of Stockholders, the Company’s Board of Directors approved the Certificate of Incorporation Amendment (the “COI Amendment”) to effectuate a reverse stock split of the Common Stock affecting both the authorized and issued and outstanding number of such shares by a ratio of one-for-twenty (the “Reverse Stock Split”). The Company filed the COI Amendment to its Certificate of Incorporation with the State of Delaware effectuating the Reverse Stock Split on March 14, 2019. As a result of the Reverse Stock Split, each twenty (20) shares of Common Stock issued and outstanding prior to the Reverse Stock Split were converted into one (1) share of Common Stock, with no change in authorized shares or par value per share.

 

Amendments to 10% Convertible Note

 

On January 9, 2019, the Company and the Investor of the 10% Convertible Note entered into an amendment, which revised the amortization schedule of the 10% Convertible Note such that the monthly amortization payments in the principal amount $309,193, at the request of the holder, shall be satisfied by the issuance of shares of the Company’s common stock. The shares of common stock shall be issued at a price equal to the greater of (i) $2.40 per share (the closing price of the Company’s common stock on January 9, 2019) or (ii) 80% of the lowest daily VWAP in the three days prior to the date of issuance, but not to exceed $8.00 per share. However, the Company shall have the right to pay the monthly amortization payment in cash within 72 hours by advising the investor via email within two hours of receipt of any conversion notice. Between January 4, 2019 and February 21, 2019, the Company issued to the investor 336,486 shares of its common stock at $1.96 per share upon the conversion of $1,053,351 in principal and accrued interest. The investor received $660,337 from the sale of the shares of common stock, which approximated the value of the shares of common stock on the date of issuance, resulting in a True-Up Payment due to the investor of $393,014. 

 

Public Offering

 

On March 29, 2019, the entered into an underwriting agreement (the “Underwriting Agreement”) with A.G.P./Alliance Global Partners (the “Underwriter”), pursuant to which the Company agreed to issue and sell an aggregate of (a) 2,855,500 shares of its common stock (the “Shares”) together with warrants to purchase 2,855,500 shares of common stock (the “Common Warrants”) and (b)  pre-funded warrants to purchase up to an aggregate of 12,700,000 shares of its common stock (the “Pre-Funded Warrants”) together with a number of Common Warrants to purchase 12,700,000 shares of common stock (the “Offering”). The Shares were sold to the purchasers at the public offering price of $0.44 per share (the “Offering Price”). The Common Warrants were sold at a public offering price of $0.01 per Common Warrant. The Pre-Funded Warrants were offered to each purchaser whose purchase of the Shares and the Common Warrant in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company’s outstanding common stock immediately following the consummation of the Offering. The purchase price of each Pre-Funded Warrant equaled the Offering Price at which the Shares were sold to the public in the Offering, minus $0.01, and the exercise price of each Pre-Funded Warrant equaled $0.01 per share.

 

Pursuant to the Underwriting Agreement, the Company also granted the Underwriter the option to purchase up to 428,325 additional shares of common stock, and/or Pre-funded Warrants to purchase up to 1,905,000 additional shares of common stock and/or Common Warrants to purchase up to 2,333,325 additional shares of common stock to cover over-allotments, if any. The option is exercisable 45 days after entry into the Underwriting Agreement. The Offering was made pursuant to the shelf registration statement on Form S-3 (File No. 333-222132), as amended, that was filed by the Company with the SEC on January 8, 2019 and declared effective by the SEC on January 11, 2018, and a related prospectus supplement.

 

The Common Warrants are exercisable at any time after the date of issuance at an exercise price of $0.45 per share and will expire on the fifth anniversary of the original issuance date. If at the time of exercise, there is no effective registration statement registering, or no current prospectus available for, the issuance of the shares of common stock underlying the Common Warrants, then the Common Warrant may be exercised through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the Common Warrant. If on any date on or after May 2, 2019, the volume weighted average price of the Company’s common stock fails to exceed the exercise price of the Common Warrant in effect on such date, the Common Warrant may be exercised such that the holder will receive one common share for each warrant held.

 

The Pre-Funded Warrants are exercisable at any time after the date of issuance and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. As an alternative to payment in immediately available funds, the holder may elect to exercise the Pre-Funded Warrant through a cashless exercise.

 

In addition, the Company has also issued the Underwriter a warrant to purchase a maximum of 622,220 additional shares of common stock (equal to 4% of the Shares sold in the Offering plus the number of shares of common stock underlying the Pre-Funded Warrants) at an initial exercise price of $0.50 per share, with a term of five years (the “Underwriter’s Warrant”). The Underwriter’s Warrant contains demand and piggy-back registration rights. If at the time of exercise, there is no effective registration statement registering, or no current prospectus available for, the issuance of the shares of common stock underlying the Underwriter’s Warrant, then the Underwriter’s Warrant may be exercised through a cashless exercise.

 

The Company received net proceeds from the Offering of approximately $6 million, after deducting underwriting discounts and commissions and estimated Offering expenses, and assuming no exercise of the Underwriter’s option to purchase additional shares. The Company used the net proceeds from the Offering for the repayment of debt, working capital and other general corporate purposes.

 

The Offering closed on April 2, 2019 and as of April 12, 2019 the Company had issued a total of 12,555,500 shares of its common stock, inclusive of shares issued pursuant to the exercise of a total of 9,700,000 Pre-Funded Warrants.

 

WDCO ATM Offering

 

Between January 1, 2019 and April 12, 2018, the Company had received net proceeds of $4,469,630 through the sale of 4,791,642 shares of the Company’s common stock through the WDCO ATM Offering. The offer and sale of the shares through the WDCO ATM Offering were made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-222132) filed with the SEC on December 18, 2017, amended on January 8, 2018, and declared effective by the SEC on January 11, 2018, and a prospectus supplement related to the ATM Offering, dated October 15, 2018.

 

Series C Convertible Redeemable Preferred Stock

 

On February 27, 2019, the Company entered into a Securities Purchase Agreement with Ault & Company, Inc., a Delaware corporation and a stockholder of the Company (“Ault & Company”). Pursuant to the terms of the Agreement, Ault & Company will invest at its sole and absolute discretion up to $2,500,000 in the Company through the purchase of the Company’s Series C Convertible Redeemable Preferred Stock (“The Series C Preferred Stock”), during the period commencing on the Closing Date and ending on December 31, 2019. Each share of Series C Preferred Stock shall be purchased at $1,000 (the “Stated Value”) for up to a maximum issuance of 2,500 shares of Preferred Stock. Each share of Preferred Stock shall become convertible after the eighteen months from the date from the date of issuance into such number of fully paid and non-assessable shares of the Company’s common stock (“Common Stock”) for $2.40 per share, subject to adjustments (the “Conversion Price”). The Preferred Stock is mandatorily redeemable by the Company after five years from the date of issuance.

 

January 2019 Exchange Agreement

 

On January 23, 2019 the Company entered into an Exchange Agreement (the “January ’19 Exchange Agreement”) with an institutional investor pursuant to which the Company issued to the investor two new 8% promissory notes in the aggregate principal amount of $1,043,799 (the “New Notes”) the Secured Promissory Note issued by the Company to the investor on October 10, 2018 (the “October Note”) and that certain Secured Promissory Note issued by the Company to the investor on August 16, 2018, as amended on November 29, 2018 (the “November Note”, and together with the October Note, the “Old Notes”).

 

Pursuant to the January ’19 Exchange Agreement, the investor may elect to receive from the Company shares of Common Stock of the Company issued under the Company’s Registration Statement on Form S-3 (File No. 333-222132). Any Common Stock issued to the investor in accordance therewith shall reduce the outstanding sums due under the New Notes by an amount equal to the number of shares of Common Stock issued multiplied by the applicable issuance price. The number of shares of Common Stock issuable upon delivery of issuance notices by the investor to the Company shall be determined by dividing the amount of the New Note to be drawn down by the greater of $2.40 or 80% of the lowest daily VWAP in the three trading days prior to the acquisition of the Common Stock. In addition, in the event the investor’s proceeds from the sale of all Common Stock received by the investor pursuant to the terms of the February ’19 Exchange Agreement, do not equal at least 100% of the deemed payment of the outstanding principal balance of the New Note, the Company shall owe the difference to the investor in cash or through the delivery of free trading shares of Common Stock.

 

Subject to the conditions set forth in the Exchange Agreement, on or after April 15, 2019, unless the New Notes have been paid in full, the Investor may be issued a secured convertible promissory note (the “Convertible Note”) in exchange for the November Note.

 

The Convertible Note, if issued, will be issued on or about April 15, 2019, with a maturity date of July 15, 2019, and will bear interest at 8% per annum payable by the Company to the Investor, in cash, within seven days of the end of each calendar quarter while the Convertible Note remains outstanding. The number of shares of Common Stock issuable upon conversion of the Convertible Note shall be determined by dividing the amount to be converted by the greater of $2.40 or 80% of the lowest daily VWAP in the three trading days prior to the conversion, subject to certain conditions. The Convertible Note contains standard and customary events of default including, but not limited to, failure to make payments when due under the Convertible Note, failure to comply with certain covenants contained in the Convertible Note, or bankruptcy or insolvency of the Company.

 

On February 11, 2019 and March 22, 2019, pursuant to the January ’19 Exchange Agreement, the Company issued to the investor 436,753 and 102,041 shares, respectively, of the Company’s common stock for an aggregate reduction in the note of $876,324, resulting in a remaining balance due of $171,883.

 

February 2019 Exchange Agreement

 

On February 20, 2019 the Company entered into an Exchange Agreement (the “February ’19 Exchange Agreement”) with an institutional investor pursuant to which the Company issued to the investor a new 8% promissory note in the principal amount of $433,884 (the “New Note”) in exchange for the Secured Promissory Note issued by the Company to the investor on August 16, 2018, as amended on November 29, 2018 (the “Old Note”).

 

Pursuant to the February ’19 Exchange Agreement, the investor may elect to receive from the Company shares of Common Stock of the Company issued under the Company’s Registration Statement on Form S-3 (File No. 333-222132). Any Common Stock issued to the investor in accordance therewith shall reduce the outstanding sums due under the New Note by an amount equal to the number of shares of Common Stock issued multiplied by the applicable issuance price. The number of shares of Common Stock issuable upon delivery of issuance notices by the investor to the Company shall be determined by dividing the amount of the New Note to be drawn down by the greater of $2.40 or 80% of the lowest daily VWAP in the three trading days prior to the acquisition of the Common Stock. In addition, in the event the investor’s proceeds from the sale of all Common Stock received by the investor pursuant to the terms of the February ’19 Exchange Agreement, do not equal at least 100% of the deemed payment of the outstanding principal balance of the New Note, the Company shall owe the difference to the investor in cash or through the delivery of free trading shares of Common Stock.

 

On March 18, 2019 and April 4, 2019, pursuant to the February ’19 Exchange Agreement, the Company issued to the investor 180,785 and 375,000 shares of the Company’s common stock for an aggregate reduction in the note of $250.062, resulting in a remaining balance due of $183,822.

 

Issuances of Common Stock for Services

 

Between January 7, 2019 and March 20, 2019, the Company issued an aggregate of 375,000 shares of its common stock as payment for services to its consultant. The shares were valued at $482,500, an average of $1.29 per share.

 

Short-term Promissory Notes

 

On December 28, 2018, Enertec entered into a $500,000 Secured Promissory Note (the “Enertec Note”), whereby Enertec agreed to pay interest in an amount of 10% per annum in cash to the investor, beginning on January 15, 2019, on a monthly basis, until the Enertec Note is paid in full. The maturity date of the Enertec Note shall be the earlier of June 15, 2019 or as otherwise provided in the terms of the Enertec Note. The proceeds from the Enertec Note were received in January 2019. The Enertec Note was paid from proceeds received in the Offering.

 

On December 28, 2018, Microphase entered into a $200,000 Secured Promissory Note (the “Microphase Note”), whereby Microphase agreed to pay interest in an amount of 10% per annum in cash to the investor, beginning on January 15, 2019, on a monthly basis, until the Microphase Note is paid in full. The maturity date of the Microphase Note shall be the earlier of March 31, 2019, or as otherwise provided in the terms of the Microphase Note. The Microphase Note was paid from proceeds received in the Offering.

 

In connection with the Enertec Note and the Microphase Note, Milton C. Ault III provided a personal guarantee for the benefit of the investor.

 

Payment of related party receivable

 

During the years ended December 31, 2018 and 2017, the Company recognized $3,907,280 and $173,751 in revenues from MTIX, a related party, to manufacture the Multiplex Laser Surface Enhancement (“MLSE”) plasma-laser systems. On April 12, 2019, the Company received payment of $2,676,219 for manufacturing services performed on the first MLSE system.
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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
Dec. 31, 2018
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation 

 

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
Principles of Consolidation

Principles of Consolidation 

 

The consolidated financial statements include the accounts of DPW and its wholly-owned subsidiaries, Coolisys, DP Limited, Power-Plus, Enertec, DP Lending and Digital Farms and its majority-owned subsidiaries, Microphase and I.AM. All significant intercompany accounts and transactions have been eliminated in consolidation.
Accounting Estimates

Accounting Estimates 

 

The preparation of financial statements, in conformity with U.S. GAAP, requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Key estimates include acquisition accounting, fair value of certain financial instruments, reserve for trade receivables and inventories, carrying amounts of investments, fair value of digital currencies, accruals of certain liabilities including product warranties, useful lives and depreciation, and deferred income taxes and related valuation allowance.
Revenue Recognition

Revenue Recognition

 

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

 

  · Step 1: Identify the contract with the customer,
  · Step 2: Identify the performance obligations in the contract,
  · Step 3: Determine the transaction price,
  · Step 4: Allocate the transaction price to the performance obligations in the contract, and
  · Step 5: Recognize revenue when the company satisfies a performance obligation.

 

The Company’s disaggregated revenues consist of the following for the year ended December 31, 2018:

 

    Year ended December 31, 2018  
                      Digital              
    DPC     DPL     Enertec     Farms     I.AM     Total  
                                     
Primary Geographical                                                
Markets                                                
North America   $ 13,875,883     $ 11,804     $ —     $ 1,675,549     $ 3,462,140     $ 19,025,376  
Europe     159,350       1,656,516       —       —       —       1,815,866  
Middle East     —       —       5,226,075       —       —       5,226,075  
Other     718,692       368,210       —       —       —       1,086,902  
    $ 14,753,925     $ 2,036,530     $ 5,226,075     $ 1,675,549     $ 3,462,140     $ 27,154,219  
                                                 
Major Goods                                                
RF/Microwave Filters   $ 3,331,575     $ —     $ —     $ —     $ —     $ 3,331,575  
Detector logarithmic                                                
 video amplifiers     1,338,912       —       —       —       —       1,338,912  
Power Supply Units     5,829,125       —       —       —       —       5,829,125  
Power Supply Systems     —       2,036,530       —       —       —       2,036,530  
Healthcare diagnostic systems     —       —       1,715,512       —       —       1,715,512  
Defense systems     —       —       3,510,563       —       —       3,510,563  
Digital Currency Mining     —       —       —       1,675,549       —       1,675,549  
Restaurant operations     —       —       —       —       3,462,140       3,462,140  
Lending activities     347,033       —       —       —       —       347,033  
MLSE Systems     3,907,280       —       —       —       —       3,907,280  
    $ 14,753,925     $ 2,036,530     $ 5,226,075     $ 1,675,549     $ 3,462,140     $ 27,154,219  
                                                 
Timing of Revenue                                                
Recognition                                                
Goods transferred at a                                                
 a point in time   $ 10,846,645     $ 1,411,798     $ —     $ 1,675,549     $ 3,462,140     $ 17,396,132  
Services transferred over time     3,907,280       624,732       5,226,075       —       —       9,758,087  
    $ 14,753,925     $ 2,036,530     $ 5,226,075     $ 1,675,549     $ 3,462,140     $ 27,154,219  

 

Sales of Products

 

The Company generates revenues from the sale of its products through a direct and indirect sales force. The Company’s performance obligations to deliver products are satisfied at the point in time when products are received by the customer, which is when the customer has title and the significant risks and rewards of ownership. The Company provides standard assurance warranties, which are not separately priced, that the products function as intended. The Company primarily receives fixed consideration for sales of product. Some of the Company’s contracts with distributors include stock rotation rights after six months for slow moving inventory, which represents variable consideration. The Company uses an expected value method to estimate variable consideration and constrains revenue for estimated stock rotations until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. To date, returns have been insignificant. The Company’s customers generally pay within 30 days from the receipt of a valid invoice.

 

Because the Company’s product sales agreements have an expected duration of one year or less, the Company has elected to adopt the practical expedient in ASC 606-10-50-14(a) of not disclosing information about its remaining performance obligations.

 

Manufacturing Services

 

The Company provides manufacturing services in exchange primarily for fixed fees, however, the initial two MLSE units are subject to variable pricing under the $50 million purchase order from MTIX. Under the terms of the MLSE purchase order, the Company shall be entitled to cost plus $100,000 for the manufacture of the first two MLSE units. The Company has determined that the costs of manufacturing the MLSE units will decline over time due to the effects of a learning curve which will result in a great amount of revenue being recognized for these initial two MLSE units.

 

For manufacturing services, which include revenues generated by Enertec and in certain instances revenues generated by DPL, the Company’s performance obligation for manufacturing services is satisfied over time as the Company creates or enhances an asset that the customer controls as the asset is created or enhanced. Generally, the Company recognizes revenue based upon proportional performance over time using a cost to cost method which measures progress based on the costs incurred to total expected costs in satisfying its performance obligation. This method provides a depiction of the progress in providing the manufacturing service because there is a direct relationship between the costs incurred by the Company and the transfer of the manufacturing service to the customer. Manufacturing services that are recognized based upon the proportional performance method are included in the above table as services transferred over time and to the extent the customer has not been invoiced for these revenues, as accrued revenue in the accompanying consolidated balance sheets. Revisions to the Company’s estimates may result in increases or decreases to revenues and income and are reflected in the consolidated financial statements in the periods in which they are first identified.

 

The Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component to the extent that the period between when the Company transfers its promised good or service to the customer and when the customer pays is one year or less.

 

The aggregate amount of the transaction price allocated to the performance obligation that is partially unsatisfied as of December 31, 2018 for the MLSE units was approximately $48 million. The Company expects to recognize the remaining revenue related to the partially unsatisfied performance obligation over the next two and a half years. The Company will be paid in installments for this performance obligation over the next two and a half years.

 

Blockchain Mining

 

The Company derives its revenue by providing transaction verification services within the digital currency networks of cryptocurrencies, such as Bitcoin, Bitcoin Cash and Litecoin. The Company satisfies its performance obligation at the point in time that which the Company is awarded a unit of digital currency through its participation in the applicable network and network participants benefit from the Company’s verification service. In consideration for these services, the Company receives digital currencies which are recorded as revenue, using the closing U. S. dollar price of the related cryptocurrency on the date of receipt. Expenses associated with running the cryptocurrency mining business, such as equipment deprecation and electricity cost are recorded as a component of cost of revenues.

 

Restaurant Operations

 

The Company records revenue from restaurant sales at the time of sale, net of discounts, coupons, employee meals and complimentary meals and gift cards. Restaurant cost of sales primarily includes the cost of good, beverages, and merchandise and disposable paper and plastic goods used in preparing and selling the Company’s menu items, and exclude depreciation and amortization. Vendor allowances received in connection with the purchase of a vendor’s products are recognized as a reduction of the related food and beverage costs as earned.
Foreign Currency Translation

Foreign Currency Translation 

 

A substantial portion of the Company’s revenues are generated in U.S. dollars (“U.S. dollar”). In addition, a substantial portion of the Company’s costs are incurred in U.S. dollars. Company management has determined that the U.S. dollar is the functional currency of the primary economic environment in which it operates. 

 

Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) No. 830, Foreign Currency Matters (“ASC No. 830”). All transaction gains and losses from the re-measurement of monetary balance sheet items are reflected in the statements of operations as financial income or expenses as appropriate. 

 

The financial statements of DPL and Enertec, whose functional currencies have been determined to be their local currencies, the British Pound (“GBP”) and the Israeli Shekel (“ILS”), have been translated into U.S. dollars in accordance with ASC No. 830.  All balance sheet accounts have been translated using the exchange rates in effect at the balance sheet date. Statement of operations amounts have been translated using the average exchange rate in effect for the reporting period. The resulting translation adjustments are reported as other comprehensive income (loss) in the consolidated statement of comprehensive income (loss) and accumulated comprehensive income (loss) in statement of changes in stockholders' equity (deficit).
Cash and Cash Equivalents

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company’s cash is maintained in checking accounts, money market funds and certificates of deposits with reputable financial institutions. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance limits. The Company has cash and cash equivalents of $409,945 and $292,153 at December 31, 2018 and 2017, respectively, in the United Kingdom (“U.K”) and $60,040 and nil, respectively, in Israel. The Company has not experienced any losses on deposits of cash and cash equivalents.
Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts 

 

The Company’s receivables are recorded when billed and represent claims against third parties that will be settled in cash. The carrying amount of the Company’s receivables, net of the allowance for doubtful accounts, represents their estimated net realizable value. The Company individually reviews all accounts receivable balances and based upon an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. The Company estimates the allowance for doubtful accounts based on historical collection trends, age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. A customer’s receivable balance is considered past-due based on its contractual terms. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. Based on an assessment as of December 31, 2018 and 2017, of the collectability of invoices, accounts receivable are presented net of an allowance for doubtful accounts of $5,000 and $5,000, respectively.
Inventories

Inventories

 

Inventories are stated at the lower of cost or net realizable value. Inventory write-offs are provided to cover risks arising from slow-moving items or technological obsolescence.

 

Cost of inventories is determined as follows:

 

Raw materials, parts and supplies - using the “first-in, first-out” method.

 

Work-in-progress and finished products - on the basis of direct manufacturing costs with the addition of indirect manufacturing costs.

 

The Company periodically assesses its inventories valuation in respect of obsolete and slow-moving items by reviewing revenue forecasts and technological obsolescence. When inventories on hand exceed the foreseeable demand or become obsolete, the value of excess inventory, which at the time of the review was not expected to be sold, is written off.

 

During the years ended December 31, 2018 and 2017, the Company did not record inventory write-offs within the cost of revenue.
Property and Equipment, Net

Property and Equipment, Net 

 

Property and equipment as well as an intangible asset are stated at cost, net of accumulated depreciation and amortization. Repairs and maintenance costs are expensed as incurred. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: 

 

    Useful lives (in years)
     
Computer, software and related equipment   3 - 5
Office furniture and equipment   5 - 10
Leasehold improvements   Over the term of the lease or the life of the asset, whichever is shorter.
Goodwill

Goodwill 

 

The Company evaluates its goodwill for impairment in accordance with ASC 350, Intangibles – Goodwill and Other. Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. 

 

The Company tests the recorded amount of goodwill for impairment on an annual basis on December 31 of each fiscal year or more frequently if there are indicators that the carrying amount of the goodwill exceeds its carried value. At December 31, 2018, the Company had five reporting units. The Company performed a qualitative assessment and concluded that no impairment existed as of December 31, 2018.
Intangible Assets

Intangible Assets 

 

The Company acquired amortizable intangibles assets as part of three asset purchase agreements consisting of customer lists and non-compete agreements. The Company also has the trade names and trademarks associated with the acquisitions of Microphase and I.AM which were determined to have an indefinite life. The Company’s intangible assets, net also include definite lived intangible assets, which are being amortized on a straight-line basis over their estimated useful lives as follows:

 

    Useful lives (in years)
Customer list   5 - 14
Non-competition agreements   3
Domain name and other intangible assets   3

  

The Company reviews intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. No impairments were recorded on intangible assets as no impairment indicators were noted for the periods presented in these consolidated financial statements.
Long-Lived Assets

Long-Lived Assets 

 

The long-lived assets of the Company are reviewed for impairment in accordance with ASC No. 360, Property, Plant, and Equipment, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. As of December 31, 2018 and 2017, no impairment charges were necessary.
Warranty

Warranty 

 

The Company offers a warranty period for all its manufactured products. Warranty periods range from one to two years depending on the product. The Company estimates the costs that may be incurred under its warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company's warranty liability include the number of units sold, historical rates of warranty claims and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary. As of December 31, 2018 and 2017, the Company’s accrued warranty liability was $86,495.
Income Taxes

Income Taxes 

 

The Company determines its income taxes under the asset and liability method in accordance with FASB ASC No. 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date. 

 

The Company accounts for uncertain tax positions in accordance with ASC No. 740-10-25. ASC No. 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC No. 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. To the extent that the final tax outcome of these matters is different than the amount recorded, such differences impact income tax expense in the period in which such determination is made. Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. ASC No. 740-10-25 also requires management to evaluate tax positions taken by the Company and recognize a liability if the Company has taken uncertain tax positions that more likely than not would not be sustained upon examination by applicable taxing authorities. Management of the Company has evaluated tax positions taken by the Company and has concluded that as of December 31, 2018 and 2017, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability that would require disclosure in the financial statements. The Company has not yet filed its 2016 or 2017 tax returns.
Common Stock Purchase Warrants and Other Derivative Financial Instruments

Common Stock Purchase Warrants and Other Derivative Financial Instruments 

 

The Company classifies common stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company determined that certain freestanding derivatives, which principally consist of issuance of warrants to purchase shares of common stock in connection with convertible notes and to employees of the Company, satisfy the criteria for classification as equity instruments as these warrants do not contain cash settlement features or variable settlement provision that cause them to not be indexed to the Company’s own stock.
Stock-Based Compensation

Stock-Based Compensation 

 

The Company accounts for stock-based compensation in accordance with ASC No. 718, Compensation – Stock Compensation (“ASC No. 718”). Under ASC No. 718, compensation expense related to stock-based payments is recorded over the requisite service period based on the grant date fair value of the awards. Compensation previously recorded for unvested stock options that are forfeited is reversed upon forfeiture. The Company uses the Black-Scholes option pricing model for determining the estimated fair value for stock-based awards. The Black-Scholes model requires the use of assumptions which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock. 

 

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC No. 505-50, Equity Based Payments to Non-Employees. Accordingly, the measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.
Convertible Instruments

Convertible Instruments  

 

The Company accounts for hybrid contracts that feature conversion options in accordance with ASC No. 815, Derivatives and Hedging Activities (“ASC No. 815”). ASC No. 815 requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.  

 

Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. 

 

The Company accounts for convertible instruments, when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, in accordance with ASC No. 470-20, Debt with Conversion and Other Options (“ASC No. 470-20”). Under ASC No. 470-20 the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. The Company accounts for convertible instruments (when the Company has determined that the embedded conversion options should be bifurcated from their host instruments) in accordance with ASC No. 815.
Concentration of Credit Risk

Concentration of Credit Risk 

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. 

 

Cash and cash equivalents are invested in banks in the U.S., UK and Israel. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. 

 

Trade receivables of the Company and its subsidiaries are mainly derived from sales to customers located primarily in the U.S., Europe and Israel. The Company performs ongoing credit evaluations of its customers and to date has not experienced any material losses. An allowance for doubtful accounts is determined with respect to those amounts that the Company and its subsidiaries have determined to be doubtful of collection.
Comprehensive Income (Loss)

Comprehensive Income (Loss) 

 

The Company reports comprehensive loss in accordance with ASC No. 220, Comprehensive Income. This statement establishes standards for the reporting and presentation of comprehensive loss and its components in a full set of general purpose financial statements. Comprehensive loss generally represents all changes in equity during the period except those resulting from investments by, or distributions to, stockholders. The Company determined that its items of other comprehensive loss relate to changes in foreign currency translation adjustments, unrealized gains on its marketable securities and unrealized gains and losses in its warrants and common stock in AVLP, a related party.
Fair value of Financial Instruments

Fair value of Financial Instruments

 

In accordance with ASC No. 820, Fair Value Measurements and Disclosures, fair value is defined as the exit price, or the amount that would be received for the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date.

 

The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:

 

Level 1: Quoted market prices in active markets for identical assets or liabilities.

 

Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or model-derived valuations. All significant inputs used in our valuations are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include quoted prices that were adjusted for security-specific restrictions which are compared to output from internally developed models such as a discounted cash flow models.

 

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The carrying amounts of financial instruments carried at cost, including cash and cash equivalents, accounts receivables and accounts and other receivable – related party, investments, notes receivable, trade payables and trade payables – related party approximate their fair value due to the short-term maturities of such instruments.

 

As of December 31, 2018 and 2017, the fair value of the Company’s investments were $3,256,468 and $9,562,571, respectively, and were concentrated in equity securities of Avalanche International Corp., which we refer to as AVLP, a related party (See Note 10), which are classified as available-for-sale investments. At December 31, 2018, the Company's investment in AVLP included marketable equity securities of $812,858 and warrants to purchase 13,887,993 shares of AVLP common stock at an exercise price of $0.50 per share of common stock with an aggregate fair value of $3,043,499. At December 31, 2017, the Company's investment in AVLP included marketable equity securities of $826,408 and warrants to purchase 8,248,440 shares of AVLP common stock at an exercise price of $0.50 per share of common stock with an aggregate fair value of $7,728,001. For investments in marketable equity securities, the Company took into consideration general market conditions, the duration and extent to which the fair value is above cost, and the Company’s ability and intent to hold the investment for a sufficient period of time to allow for recovery of value in the foreseeable future. As a result of this analysis, the Company has determined that its investment in AVLP’s marketable equity securities are valued based upon the closing market price of common stock at December 31, 2018 and 2017, which resulted in an unrealized gain of $119,329 and $550,048, respectively.

 

At December 31, 2018, the Company held shares of common stock in one company that it had purchased at the market, for a total cost of $220,880 with an aggregate fair value of $178,597. In accordance with ASC No. 320-10, this investment is accounted for based upon the closing market price of the respective common stock at December 31, 2018 and 2017, resulting in an unrealized loss of $42,283 and unrealized gain of $133,067, respectively.

 

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy:

 

  Fair Value Measurement at December 31, 2018
  Total Level 1 Level 2 Level 3
Investments in common stock and warrants of AVLP – a related party $     3,043,499 $        812,858 $               — $     2,230,641
Investments in marketable securities 178,597 178,597 — —
Investments in warrants of public companies 34,372 — — 34,372
Total Investments $     3,256,468 $        991,455 $               — $     2,265,013

 

  Fair Value Measurement at December 31, 2017
  Total Level 1 Level 2 Level 3
Investments in common stock and warrants of AVLP – a related party $     7,728,001 $        826,408 $                — $    6,901,593
Investments in marketable securities 1,834,570 1,834,570 — $                —
Total Investments $     9,562,571 $     2,660,978 $                — $    6,901,593

 

We assess the inputs used to measure fair value using thee three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market. 
Debt Discounts

Debt Discounts

 

The Company accounts for debt discount according to ASC No. 470-20, Debt with Conversion and Other Options. Debt discounts are amortized through periodic charges to interest expense over the term of the related financial instrument using the effective interest method. During the years ended December 31, 2018 and 2017, the Company recorded amortization of debt discounts of $11,191,056 and $4,688,630, respectively.
Net Loss per Share

Net Loss per Share

 

Net loss per share is computed by dividing the net loss to common stockholders by the weighted average number of common shares outstanding. The calculation of the basic and diluted earnings per share is the same for all periods presented, as the effect of the potential common stock equivalents is anti-dilutive due to the Company’s net loss position for all periods presented. Anti-dilutive securities, which are convertible into the Company’s Class A common stock, consist of the following at December 31, 2018 and 2017:

 

    2018     2017  
Stock options     373,000       192,125  
Warrants     936,381       219,443  
Convertible notes     999,641       64,197  
Preferred stock     127,551       109,306  
Total     2,436,573       585,071  
Reclassifications

Reclassifications 

 

Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations. In addition, certain prior year amounts from the restated amounts have been reclassified for consistency with the current period presentation.
Recently Issued Accounting Standards

Recently Issued Accounting Standards

 

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 - Revenue Recognition (“ASC 605”) and most industry-specific guidance throughout ASC 605. The FASB has issued numerous updates that provide clarification on a number of specific issues as well as requiring additional disclosures. The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.

 

The Company adopted ASC 606 effective January 1, 2018 to all contracts using the modified retrospective approach. The adoption of ASU 2014-09 did not have a material impact on the Company’s consolidated financial position, results of operations, equity or cash flows.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), (“ASU 2016-02”) in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous U.S. GAAP. For public companies, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted.  In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) lease classification or (c) determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous U.S. GAAP. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented.  The Company adopted Topic 842 on January 1, 2019, using the optional transition method to apply the new guidance as of January 1, 2019, rather than as of the earliest period presented, and elected the package of practical expedients described above. The Company expects to recognize additional operating liabilities of approximately $4.2 million, with corresponding ROU assets of approximately the same amount as of January 1, 2019 based on the present value of the remaining lease payments.

 

In July 2017, the FASB issued ASU No. 2017-11, Earnings per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815) (“ASU 2017-11”). ASU 2017-11 consists of two parts. The amendments in Part I of this update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common stockholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this update re-characterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part II of this update do not require any transition guidance because those amendments do not have an accounting effect. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and related disclosures but does not expect it to have a material impact.

 

In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, (“ASU 2018-07”). ASU 2018-07 simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under ASU 2018-07, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The changes take effect for public companies for fiscal years starting after Dec. 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and related disclosures but does not expect it to have a material impact.
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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)
 12 Months Ended
Dec. 31, 2018
Accounting Policies [Abstract]  
Scehdule of disaggregated revenues

The Company’s disaggregated revenues consist of the following for the year ended December 31, 2018:

 

    Year ended December 31, 2018  
                      Digital              
    DPC     DPL     Enertec     Farms     I.AM     Total  
                                     
Primary Geographical                                                
Markets                                                
North America   $ 13,875,883     $ 11,804     $ —     $ 1,675,549     $ 3,462,140     $ 19,025,376  
Europe     159,350       1,656,516       —       —       —       1,815,866  
Middle East     —       —       5,226,075       —       —       5,226,075  
Other     718,692       368,210       —       —       —       1,086,902  
    $ 14,753,925     $ 2,036,530     $ 5,226,075     $ 1,675,549     $ 3,462,140     $ 27,154,219  
                                                 
Major Goods                                                
RF/Microwave Filters   $ 3,331,575     $ —     $ —     $ —     $ —     $ 3,331,575  
Detector logarithmic                                                
 video amplifiers     1,338,912       —       —       —       —       1,338,912  
Power Supply Units     5,829,125       —       —       —       —       5,829,125  
Power Supply Systems     —       2,036,530       —       —       —       2,036,530  
Healthcare diagnostic systems     —       —       1,715,512       —       —       1,715,512  
Defense systems     —       —       3,510,563       —       —       3,510,563  
Digital Currency Mining     —       —       —       1,675,549       —       1,675,549  
Restaurant operations     —       —       —       —       3,462,140       3,462,140  
Lending activities     347,033       —       —       —       —       347,033  
MLSE Systems     3,907,280       —       —       —       —       3,907,280  
    $ 14,753,925     $ 2,036,530     $ 5,226,075     $ 1,675,549     $ 3,462,140     $ 27,154,219  
                                                 
Timing of Revenue                                                
Recognition                                                
Goods transferred at a                                                
 a point in time   $ 10,846,645     $ 1,411,798     $ —     $ 1,675,549     $ 3,462,140     $ 17,396,132  
Services transferred over time     3,907,280       624,732       5,226,075       —       —       9,758,087  
    $ 14,753,925     $ 2,036,530     $ 5,226,075     $ 1,675,549     $ 3,462,140     $ 27,154,219  
Schedule of estimated useful lives

Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates: 

 

    Useful lives (in years)
     
Computer, software and related equipment   3 - 5
Office furniture and equipment   5 - 10
Leasehold improvements   Over the term of the lease or the life of the asset, whichever is shorter.
Schedule of intangible assets, net also include definite lived intangible assets, which are being amortized on a straight-line basis over their estimated useful lives

The Company’s intangible assets, net also include definite lived intangible assets, which are being amortized on a straight-line basis over their estimated useful lives as follows:

 

    Useful lives (in years)
Customer list   5 - 14
Non-competition agreements   3
Domain name and other intangible assets   3
Schedule of fair value measurement

The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy: 

 

  Fair Value Measurement at December 31, 2018
  Total Level 1 Level 2 Level 3
Investments in common stock and warrants of AVLP – a related party $     3,043,499 $        812,858 $               — $     2,230,641
Investments in marketable securities 178,597 178,597 — —
Investments in warrants of public companies 34,372 — — 34,372
Total Investments $     3,256,468 $        991,455 $               — $     2,265,013

 

  Fair Value Measurement at December 31, 2017
  Total Level 1 Level 2 Level 3
Investments in common stock and warrants of AVLP – a related party $     7,728,001 $        826,408 $                — $    6,901,593
Investments in marketable securities 1,834,570 1,834,570 — $                —
Total Investments $     9,562,571 $     2,660,978 $                — $    6,901,593
Schedule of anti-dilutive securities

Anti-dilutive securities, which are convertible into the Company’s Class A common stock, consist of the following at December 31, 2018 and 2017:

 

    2018     2017  
Stock options     373,000       192,125  
Warrants     936,381       219,443  
Convertible notes     999,641       64,197  
Preferred stock     127,551       109,306  
Total     2,436,573       585,072  
XML 50 R37.htm IDEA: XBRL DOCUMENT v3.19.1
Digital Currencies (Tables)
 12 Months Ended
Dec. 31, 2018
Digital Currencies  
Schedule of additional information about digital currencies

The following table presents additional information about digital currencies: 

 

    Digital Currencies
Balance at January 1, 2017   $                      —
Additions of digital currencies   1,634,941
Payment on convertible notes payable   (739,967)
Payments to vendors   (449,479)
Purchase of fixed assets   (250,460)
Realized loss on sale of digital currencies   (127,602)
Cash proceeds   (64,587)
Unrealized loss on digital currencies   (1,311)
Balance at December 31, 2018   $                 1,535
XML 51 R38.htm IDEA: XBRL DOCUMENT v3.19.1
Marketable Securities (Tables)
 12 Months Ended
Dec. 31, 2018
Marketable Securities [Abstract]  
Schedule of marketable securities

Marketable securities in equity securities with readily determinable market prices consisted of the following as of December 31, 2018 and December 31, 2017: 

 

    Available-for-sale securities at December 31, 2018
        Gross unrealized   Gross realized    
    Cost   gains (losses)   gains (losses)   Fair value
Common shares   $220,880   ($42,283)    $                —    $    178,597
    Available-for-sale securities at December 31, 2017
        Gross unrealized   Gross realized    
    Cost   gains (losses)   gains (losses)   Fair value
Common shares   $1,701,503   $133,067    $                —    $ 1,834,570
                               
Schedule of additional information about marketable securities

The following table presents additional information about marketable securities:

 

Balance at January 1, 2018   $     1,834,570
Purchases of marketable securities   858,458
Sales of marketable securities   (2,188,292)
Realized losses on marketable securities   (175,405)
Unrealized gains on marketable securities   (150,734)
Balance at December 31, 2018   $        178,597
XML 52 R39.htm IDEA: XBRL DOCUMENT v3.19.1
INVENTORIES (Tables)
 12 Months Ended
Dec. 31, 2018
Inventory Disclosure [Abstract]  
Schedule of inventories

At December 31, 2018 and 2017, inventories consist of: 

 

  2018   2017
Raw materials, parts and supplies $              2,026,839   $           541,816
Work-in-progress 483,706   685,410
Finished products 750,581   765,639
Total inventories $              3,261,126   $        1,992,865
XML 53 R40.htm IDEA: XBRL DOCUMENT v3.19.1
PROPERTY AND EQUIPMENT, NET (Tables)
 12 Months Ended
Dec. 31, 2018
Property, Plant and Equipment [Abstract]  
Schedule of property and equipment

At December 31, 2018 and 2017, property and equipment consist of: 

 

  2018   2017
Cryptocurrency machines and related equipment $              9,168,928   $                    —
Computer, software and related equipment 2,495,470   2,431,906
Restaurant equipment 752,103   —
Office furniture and equipment 287,583   289,288
Leasehold improvements 1,274,865   788,057
  13,978,949   3,509,251
Accumulated depreciation and amortization (4,665,650)   (2,292,404)
Property and equipment, net $              9,313,299   $        1,216,847
XML 54 R41.htm IDEA: XBRL DOCUMENT v3.19.1
INTANGIBLE ASSETS, NET (Tables)
 12 Months Ended
Dec. 31, 2018
Intangible Assets Net  
Schedule of intangible assets

At December 31, 2018 and 2017 intangible assets consist of:

 

    2018     2017  
Trade name and trademark   $ 1,562,332     $ 1,739,307  
Customer list     2,388,139       988,041  
Non-competition agreements     150,000       150,000  
Domain name and other intangible assets     762,807       81,000  
      4,863,278       2,958,348  
Accumulated depreciation and amortization     (503,480 )     (60,335 )
Property and equipment, net   $ 4,359,798     $ 2,898,013  
Schedule of estimated amortization expense

The following table presents estimated amortization expense for each of the succeeding five calendar years and thereafter. 

 

2019 $         506,271
2020 382,251
2021 242,503
2022 224,003
2023 210,670
Thereafter 1,044,254
  $      2,609,952
XML 55 R42.htm IDEA: XBRL DOCUMENT v3.19.1
INVESTMENTS - RELATED PARTIES (Tables)
 12 Months Ended
Dec. 31, 2018
Investments, Debt and Equity Securities [Abstract]  
Schedule of investments

Investments in AVLP at December 31, 2018 and 2017, are comprised of the following: 

 

  December 31,
  2018   2017
Investment in convertible promissory note of AVLP  $      6,943,997    $      4,124,220
Investment in warrants of AVLP          2,230,641            6,901,593
Investment in common stock of AVLP             812,858               826,408
Accrued interest in convertible promissory note of AVLP          1,004,317               324,400
Total investment in AVLP – Gross        10,991,813          12,176,621
Less: original issue discount        (2,336,693)          (2,115,710)
Total investment in AVLP – Net  $      8,655,120    $    10,060,911
Schedule of summarizes the changes in our investments

The following table summarizes the changes in our investments in AVLP during the year ended December 31, 2018:

 

    Investment in     Investment in        
    warrants and     convertible     Total  
    common stock     promissory     investment  
    of AVLP     note of AVLP     in AVLP – Net  
Balance at January 1, 2017   $ 84,578     $ 952,073     $ 1,036,651  
Investment in convertible promissory notes of AVLP     —       620,091       620,091  
Investment in common stock of AVLP     191,782       —       191,782  
Fair value of warrants issued by AVLP     2,388,681       —       2,388,681  
Unrealized gain in warrants of AVLP     4,512,912       —       4,512,912  
Unrealized gain in common stock of AVLP     550,048       —       550,048  
Accretion of discount     —       436,346       436,346  
Accrued Interest     —       324,400       324,400  
Balance at December 31, 2018   $ 7,728,001     $ 2,332,910     $ 10,060,911  
Investment in convertible promissory notes of AVLP     —       1,671,936       1,671,936  
Payment of convertible promissory notes of AVLP     —       (1,107,500 )     (1,107,500 )
Investment in common stock of AVLP     417,169       —       417,169  
Fair value of warrants issued by AVLP     2,255,341       —       2,255,341  
Unrealized loss in warrants of AVLP     (6,926,293 )     —       (6,926,293 )
Unrealized loss in common stock of AVLP     (430,719 )     —       (430,719 )
Accretion of discount     —       2,034,358       2,034,358  
Accrued Interest     —       679,917       679,917  
Balance at December 31, 2018   $ 3,043,499     $ 5,611,621     $ 8,655,120
XML 56 R43.htm IDEA: XBRL DOCUMENT v3.19.1
BUSINESS COMBINATIONS (Tables)
 12 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
Schedule of components of the purchase price for acquisitions

Components of the purchase price for acquisitions completed during the year ended December 31, 2018:

 

    Enertec     I. AM  
Accounts receivable   $ 3,184,227     $ 29,319  
Inventories     1,343,053       40,581  
Property and equipment     648,649       700,291  
Trade name and trademark     2,094,741       520,000  
Domain name and other intangible assets     —       90,000  
Other assets     29,056       1,492  
Accounts payable and accrued expenses     (2,702,306 )     (103,961 )
Deferred tax liability     (160,311 )     —  
Notes payable     (4,235,725 )     —  
Accrued severance pay     (131,811 )     —  
Net assets assumed     69,573       1,277,722  
Goodwill     4,780,526       265,252  
Non-controlling interest     —       (33,242 )
Purchase price   $ 4,850,099     $ 1,509,732  

 

Components of the purchase price for acquisitions completed during the year ended December 31, 2017:

 

    Microphase     Power-Plus  
Cash and cash equivalents   $ 10,982     $ 31,411  
Accounts receivable     438,456       235,358  
Inventories     667,020       240,843  
Prepaid expenses and other current assets     139,665       2,068  
Restricted cash     100,000       —  
Intangible assets     2,627,348       250,000  
Property and equipment     406,432       22,925  
Other investments     303,333       —  
Deposits and loans     43,479       —  
Accounts payable and accrued expenses     (1,577,281 )     (388,746 )
Deferred tax liability     (225,488 )     —  
Revolving credit facility     (879,666 )     (210,739 )
Notes payable     (2,203,835 )     —  
Notes payable, related parties     (406,194 )     —  
Convertible notes payable     —       —  
Other current liabilities     (219,685 )     —  
Net (liabilities) assets assumed     (775,434 )     183,119  
Goodwill     3,171,029       480,953  
Non-controlling interest     (944,555 )     —  
Purchase price   $ 1,451,040     $ 664,073  
Scehdule of acquisition that may be obtained in future periods

These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred as of the beginning of each period presented or that may be obtained in future periods:

 

    For the Years Ended  
    December 31,  
    2018     2017  
Total Revenue   $ 28,691,641     $ 20,807,590  
Net loss   $ (35,627,242 )   $ (16,877,041 )
Less: Net loss attributable                
to non-controlling interest     748,320       772,596  
Net loss attributable to                
common stockholders   $ (34,878,922 )   $ (16,104,445 )
Preferred deemed dividends     (108,049 )     (584,182 )
Preferred dividends     —       (54,059 )
Loss available to common shareholders   $ (34,986,971 )   $ (16,742,686 )
                 
Basic and diluted net loss per common share   $ (12.06 )   $ (26.85 )
                 
Basic and diluted weighted average                
common shares outstanding     2,899,888       623,583  
                 
Comprehensive Loss                
Loss available to common shareholders   $ (34,986,971 )   $ (16,742,686 )
Other comprehensive income (loss)                
Change in net foreign currency                
translation adjustments     (377,823 )     152,078  
Net unrealized gain (loss) on                
securities available-for-sale     (8,027,746 )     5,171,743  
Other comprehensive income (loss)     (8,405,569 )     5,323,821  
Total Comprehensive loss   $ (43,392,540 )   $ (11,418,865 )
XML 57 R44.htm IDEA: XBRL DOCUMENT v3.19.1
STOCK-BASED COMPENSATION (Tables)
 12 Months Ended
Dec. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Schedule of weighted average assumptions

During the year ended December 31, 2018 and 2017, the Company estimated the fair value of stock options granted using the Black-Scholes option pricing model with the following weighted average assumptions:

     
    2018   2017
Weighted average risk-free interest rate   2.41% — 2.80%   1.73% — 2.14%
Weighted average life (in years)   4.70   5.0
Volatility   124.7% — 131.7%   98.4% — 115.8%
Expected dividend yield   0%   0%
Weighted average grant-date fair value per share of
options granted		   $                      15.61    $                      12.00
Schedule of exercise price

The options outstanding as of December 31, 2018, have been classified by exercise price, as follows: 

 

Outstanding   Exercisable
        Weighted            
    Average Weighted   Weighted
    Remaining Average   Average
Exercise Number Contractual Exercise Number Exercise
Price Outstanding Life (Years) Price Exercisable Price
$11.40 - $16.00   161,500   7.54   $13.37   92,876   $13.32
$20.00 - $27.60   8,500   8.52   $27.46   3,031   $27.20
$30.20 - $33.80   3,125   3.71   $32.73   3,125   $32.73
$11.40 - $33.80   173,125   7.52   $14.41   99,032   $14.35
                     
Issuances outside of Plans
$16.00 - $46.40   199,875   7.39   $26.09   36,842   $29.36
                     
Total Options
$11.40 - 46.40   373,000   7.45   $20.67   135,874   $18.42
Schedule of stock-based compensation expense

The total stock-based compensation expense related to stock options and stock awards issued pursuant to the Plans to the Company’s employees, consultants and directors, included in reported net loss for the years ended December 31, 2018 and 2017, is comprised as follows: 

 

  2018   2017
Cost of revenues $                      4,874   $                      8,466
Engineering and product development                      13,650   21,449
Selling and marketing          11,922   46,431
General and administrative 2,921,532   1,501,544
Stock-based compensation from Plans $               2,951,978   $               1,577,890
Stock-based compensation from issuances outside of Plans 1,767,287   253,395
Total stock-based compensation $               4,719,265   $               1,831,285
Schedule of option activity under the company's stock option plans

A summary of option activity under the Company's stock option plans as of December 31, 2018 and 2017, and changes during the years ended are as follows:

 

      Outstanding Options
              Weighted    
          Weighted   Average    
  Shares       Average   Remaining   Aggregate
  Available   Number   Exercise    Contractual   Intrinsic
  for Grant   of Shares   Price   Life (years)    Value
January 1, 2017 161,382   118,300   $16.59   9.08   $0
Adoption of 2017 SIP 100,000   —            
Restricted stock awards (97,440)   —            
Granted (40,500)   40,500   $16.84        
Forfeited 3,500   (3,500)   $12.57        
Exercised —   (18,175)   $31.26        
December 31, 2017 126,942   137,125   $15.43   8.80   $6,688
Adoption of 2018 SIP 500,000   —            
Restricted stock awards (79,153)   —            
Granted (50,000)   50,000   $14.00        
Forfeited 1 10,000   (11,000)   $20.27        
Exercised —   (3,000)   $32.60        
December 31, 2018 507,789   173,125   $14.41   7.52   $0

 

1 Includes 1,000 options that were issued pursuant to the Company’s 2002 Plan and are not available for future issuance.

 
XML 58 R45.htm IDEA: XBRL DOCUMENT v3.19.1
WARRANTS (Tables)
 12 Months Ended
Dec. 31, 2018
Warrants  
Schedule of option pricing

The following table summarizes information about common stock warrants outstanding at December 31, 2018:

 

Outstanding       Exercisable
        Weighted            
    Average Weighted   Weighted
    Remaining Average   Average
Exercise Number Contractual Exercise Number Exercise
Price Outstanding Life (Years) Price Exercisable Price
$0.20   15,873   7.84   $0.20   15,873   $0.20
$11.00   14,182   3.86   $11.00   14,182   $11.00
$12.00   3,750   4.33   $12.00   3,750   $12.00
$13.20   7,407   3.84   $13.20   7,407   $13.20
$14.00   106,286   3.87   $14.00   106,286   $14.00
$15.00   6,795   3.37   $15.00   6,795   $15.00
$16.00   24,083   1.69   $16.00   24,083   $16.00
$17.40   86,207   4.37   $17.40   86,207   $17.40
$18.80   384,589   4.38   $18.80   384,589   $18.80
$20.00   14,000   3.94   $20.00   14,000   $20.00
$22.00   37,974   2.68   $22.00   37,974   $22.00
$23.00   85,000   4.24   $23.00   85,000   $23.00
$26.00   49,679   4.29   $26.00   49,679   $26.00
$27.00   55,556   4.37   $27.00   55,556   $27.00
$44.00   31,250   4.06   $44.00   31,250   $44.00
$45.00   5,625   4.07   $45.00   5,625   $45.00
$50.00   8,125   4.07   $50.00   8,125   $50.00
$0.20 - $50.00   936,381   4.18   $20.19   936,381   $20.19
Schedule of the Black-Scholes option pricing model and the assumptions

The Company utilized the Black-Scholes option pricing model and the assumptions used during the years ended December 31, 2018 and 2017:

 

    2018     2017  
Weighted average risk-free interest rate     2.41% — 2.94%       1.42% — 2.01%  
Weighted average life (in years)     4.8       4.8  
Volatility     124.8% — 138.4%       98.5% — 128.7%  
Expected dividend yield     0 %     0 %
Weighted average grant-date fair value per
share of warrants granted		   $ 15.80     $ 8.20  
XML 59 R46.htm IDEA: XBRL DOCUMENT v3.19.1
OTHER CURRENT LIABILITIES (Tables)
 12 Months Ended
Dec. 31, 2018
Other Current Liabilities  
Schedule of Other current liabilities

Other current liabilities at December 31, 2018 and 2017 consist of:

 

    2018     2017  
Accrued payroll and payroll taxes   $ 1,497,470     $ 359,512  
Warranty liability     86,495       86,495  
Other accrued expenses     284,437       262,384  
    $ 1,868,402     $ 708,391  
XML 60 R47.htm IDEA: XBRL DOCUMENT v3.19.1
NOTES PAYABLE (Tables)
 12 Months Ended
Dec. 31, 2018
Notes Payable [Abstract]  
Schedule of notes payable

Notes Payable at December 31, 2018 and 2017, are comprised of the following.

 

    2018     2017  
12% short-term promissory note (a)   $ 1,000,000     $ —  
Other short-term notes payable (b)     1,033,553       —  
Notes payable to Wells Fargo (c)     291,988       300,130  
Note payable to Dept. of Economic and Community Development (d)     260,169       292,509  
Power-Plus Credit Facilities (e)     —       170,473  
Note payable to Power-Plus Member (f)     13,250       130,125  
Note payable to People's United Bank (g)     18,589       19,489  
8% short-term promissory note (h)     1,272,600       —  
12% September 2018 short-term promissory note (i)     789,473       —  
October '18 short-term promissory note (j)     565,000          
Microphase December 2018 short-term promissory note (k)     200,000          
10% short-term promissory notes (l)     —       15,000  
Short term bank credit (m)     1,558,197       —  
Total notes payable     7,002,819       927,726  
Less:                
Unamortized debt discounts     (151,499 )     —  
Unamortized financing cost     (7,541 )     —  
Total notes payable, net of financing cost   $ 6,843,779     $ 927,726  
Less: current portion     (6,360,120 )     (402,234 )
Notes payable – long-term portion   $ 483,659     $ 525,492  

 

  (a) On March 23, 2018, the Company entered into a securities purchase agreement pursuant to which it issued a 12% promissory note and a warrant to purchase 22,500 shares of common stock to an accredited investor. The promissory note was issued with a 10% OID. The promissory note is in the principal amount of $1,000,000, was sold for $900,000, accrued simple interest at 12% and was due on June 22, 2018. The Company is in negotiations with the investor to amend the payment terms on this 12% promissory note, however, since payment was not made on the specified maturity date this unsecured 12% promissory note is currently in default. Interest only payments are due, in arrears, on a monthly basis commencing on April 23, 2018. The exercise price of the warrant is $23.00 per share. The Company recorded debt discount in the amount of $271,565 based on the estimated fair value of these warrants. The Company computed the fair value of these warrants using the Black-Scholes option pricing model. The debt discount was amortized as non-cash interest expense over the term of the debt. During the year ended December 31, 2018, non-cash interest expense of $271,565 was recorded from the amortization of debt discount and interest expense of $100,000 was recorded from the amortization of the OID on this 12% promissory note. The 12% promissory note is unsecured by any of the Company’s assets but is guaranteed by our Chief Executive Officer.

 

  (b) During the year ended December 31, 2018, the Company entered into the following short-term promissory notes:

 

  (i) On February 7, 2018, the Company issued demand promissory notes in the aggregate principal face amount of $440,000 to accredited investors. These promissory notes included an OID of $40,000 resulting in net proceeds to the Company of $400,000. The principal and OID on these notes were due and payable on demand after April 24, 2018. These loans were paid on April 27, 2018. During the year ended December 31, 2018, the Company recognized $40,000 from the amortization of OID on these demand promissory notes.

 

  (ii) On February 26, 2018, the Company issued a 10% promissory note in the principal amount of $330,000 to an accredited investor. This promissory note included an OID of $30,000 resulting in net proceeds to the Company of $300,000. The principal and accrued interest on this note was due and payable on April 12, 2018, subject to a 30-day extension available to the Company. This 10% promissory note was paid on April 27, 2018. During the year ended December 31, 2018, the Company recognized $35,991 from interest and the amortization of OID on this 10% promissory note.

 

  (iii) On March 27, 2018, the Company issued a 10% promissory note in the principal amount of $200,000 to an accredited investor. Between March 29, 2018 and April 24, 2018, the Company paid the outstanding principal amount of $200,000 on this 10% promissory note.

 

  (iv) On May 23, 2018, the Company issued a promissory note in the aggregate principal face amount of $81,000 to an accredited investor. The promissory note included an OID of $6,000 resulting in net proceeds to the Company of $75,000 and was due and payable on August 20, 2018. This promissory note was paid on July 25, 2018. During the year ended December 31, 2018, the Company recognized $6,000 from the amortization of OID on this promissory note.

 

  (v) On May 23, 2018, the Company issued a promissory note in the aggregate principal face amount of $360,000 to an accredited investor. The promissory note included an OID of $60,000 resulting in net proceeds to the Company of $300,000 and was due and payable on June 22, 2018. The outstanding balance on this note was paid on July 2, 2018. During the year ended December 31, 2018, the Company recognized $60,000 from the amortization of OID on this promissory note.

 

  (vi) On June 5, 2018, the Company received loans in the aggregate amount of $75,000 from accredited investors. The principal and interest on these loans was paid on July 16, 2018.

 

  (vii) On June 8, 2018, the Company issued a promissory note in the aggregate principal face amount of $511,750 to an accredited investor. The promissory note included an OID of $66,750 resulting in net proceeds to the Company of $445,000 and was due and payable on July 9, 2018. At December 31, 2018, the outstanding principal balance on this note was $54,750. Since payment was not made on the specified maturity date this unsecured promissory note is currently in default. During the year ended December 31, 2018, the Company recognized $66,750 from the amortization of OID on this promissory note. On August 3, 2018, the Company and lender entered into an agreement to extend the maturity date from July 9, 2018 to August 31, 2018. The Company agreed to pay the lender an extension fee of 100,000 shares of common stock. The Company remains in default and continues to negotiate with the investor on extended payment terms.

 

  (viii) On July 13, 2018, the Company issued a 15% promissory note in the principal amount of $176,000 to an accredited investor. This promissory note included an OID of $16,000 and debt issuance costs of $5,000 resulting in net proceeds of $155,000. At December 31, 2018, the outstanding balance on this note was $124,303. The principal and accrued interest on this note was due and payable on October 11, 2018 and is currently in default. Mr. Ault personally guaranteed the repayment of this note.

 

  (ix) On August 10, 2018, DP Lending issued a 12% promissory note in the principal amount of $550,000 to an accredited investor. This promissory note included an OID of $50,000 resulting in net proceeds of $500,000. The principal and accrued interest on this note is due and payable on August 10, 2019.

 

  (x) On August 16, 2018, the Company issued an 8% promissory note in the principal amount of $225,000 to an accredited investor. This promissory note included an OID of $25,000 resulting in net proceeds of $200,000. At December 31, 2018, the outstanding balance on this note was $159,500. This note was due and payable on October 5, 2018 and is currently in default. Mr. Ault personally guaranteed the repayment of this note.

 

  (xi) On August 23, 2018, DP Lending issued a promissory note in the principal amount of $85,000 to an accredited investor. This promissory note included an OID of $10,000 resulting in net proceeds of $75,000. At December 31, 2018, the outstanding balance on this note was $85,000. This note was due and payable on September 24, 2018, subject to a 28-day extension available to DP Lending. However, since payment was not made on the specified maturity date this unsecured promissory note is currently in default.

 

  (xii) On August 28, 2018, DP Lending issued a promissory note in the principal amount of $115,000 to an accredited investor. This promissory note included an OID of $15,000 resulting in net proceeds of $100,000. The principal and accrued interest on this note was due and payable on September 14, 2018, subject to a 10-business day cure period available to DP Lending. This promissory note was paid on September 21, 2018.

 

  (xiii) On October 9, 2018, DP Lending issued a promissory note in the principal amount of $60,000 to an accredited investor. This promissory note included an OID of $10,000 resulting in net proceeds of $50,000. At December 31, 2018, the outstanding balance on this note was $60,000. This note was due and payable on October 23, 2018. However, since payment was not made on the specified maturity date this unsecured promissory note is currently in default.

 

  (c) At December 31, 2018, Microphase had guaranteed the repayment of two equity lines of credit in the aggregate amount of $291,988 with Wells Fargo Bank, NA (“Wells Fargo”) (collectively, the “Wells Fargo Notes”). These loans originated prior to the Company’s acquisition of Microphase and Microphase was the recipient of the actual proceeds from the loans. Microphase had previously guaranteed the payment under the first Wells Fargo equity line during 2008, the proceeds of which Microphase had received from a concurrent loan from Edson Realty Inc., a related party owned real estate holding company. As of December 31, 2018, the first line of credit, which is secured by residential real estate owned by a former officer, had an outstanding balance of $210,822, with an annual interest rate of 4.00%. Microphase had guaranteed the payment under the second Wells Fargo equity line in 2014. Microphase had received working capital loans from the former CEO from funds that were drawn against the second Wells Fargo equity line. As of December 31, 2018, the second line of credit, secured by the former CEO’s principal residence, had an outstanding balance of $81,166, with an annual interest rate of 3.00%. During the years ended December 31, 2018, Microphase incurred $17,629 of interest on the Wells Fargo Notes.

 

  (d)

In August 2016, Microphase received a $300,000 loan, of which $39,831 has been repaid, pursuant to the State of Connecticut Small Business Express Job Creation Incentive Program which is administered through the Department of Economic and Community Development (“DECD”) (the “DECD Note”). The DECD Note accrues interest at a rate of 3% per annum and is due in August 2026. Payment of principal and interest commenced in September 2017, payable in equal monthly installments over the remaining term. During the year ended December 31, 2018, Microphase incurred $9,286 of interest on the DECD Note.

 

  (e) At December 31, 2017, Power-Plus had guaranteed the repayment of two lines of credit in the aggregate amount of $170,473 with Bank of America NA and Wells Fargo (collectively, the “Power-Plus Lines”). During 2018, the Power-Plus Lines had been paid.

 

  (f) Pursuant to the terms of the Purchase Agreement with Power-Plus, the Company entered into a two-year promissory note in the amount of $255,000 payable to the former owner as part of the purchase consideration. The $255,000 note is payable in 24 equal monthly installments. On October 18, 2017, for cancellation of debt, the Company entered into a subscription agreement with the former owner under which the Company sold 6,940 shares of common stock at $13.40 per share for an aggregate purchase price of $93,000. The outstanding balance on this note was $13,250 at December 31, 2018. During the year ended December 31, 2018, the Company paid $116,875 in principal payments.

 

  (g) In December 2016, Microphase utilized a $20,000 overdraft credit line at People’s United Bank with an annual interest rate of 15%. As of December 31, 2018, the balance of that overdraft credit line was $18,589.

 

  (h) On August 16, 2018, the Company entered into a securities purchase agreement with certain institutional investors providing for the issuance of (i) secured promissory notes in the aggregate principal face amount of $1,212,000 due February 15, 2019, at an interest rate of eight percent (8%) per annum for which the Company received an aggregate of $1,010,000, and (ii) issued an aggregate of 20,000 shares of common stock to the investors. On November 29, 2018, these 8% short-term promissory notes were amended and the Company incurred an additional OID of $60,600 resulting in an outstanding principal balance of $1,272,600 at December 31, 2018.

 

  (i) During September 2018, the Company issued to institutional investors 12% term promissory notes in the principal face amount of $789,473, with an interest rate of 12% for a purchase price of $750,000. The outstanding principal face amount, plus any accrued and unpaid interest, was due by December 31, 2018. During October 2018, in accordance with the notes, the Company issued 22,500 shares of its common stock to the investors. Since payment was not made on the specified maturity date these 12% term promissory notes are currently in default.

 

  (j) On October 11, 2018, the Company entered into a securities purchase agreement with an institutional investor providing for the issuance of (i) a secured promissory note in the aggregate principal face amount of $565,000 due December 8, 2018, for which the Company received an aggregate of $510,000, and (ii) issued an aggregate of 20,000 shares of common stock to the investor. Upon maturity, the Company was required to pay $27,500 of interest. The note was not paid on the maturity date and was in default at December 31, 2018.

 

  (k) On December 28, 2018, Microphase entered into a secured promissory note with an institutional investor providing for the issuance of (i) a secured promissory note in the aggregate principal face amount of $200,000, with an interest rate of 10% per annum and a maturity date of March 31, 2019. In connection with the Microphase Note, Mr. Ault entered into a personal guarantee agreement for the benefit of the investor.

 

  (l) In December 2016, Microphase issued $705,000 in 10% short-term promissory notes to nineteen accredited investors which, after deducting $70,500 of placement fees to its selling agent, Spartan Capital Securities, LLC (“Spartan”), resulted in $634,500 in net proceeds to Microphase (the “10% Short-Term Notes”). The 10% Short-Term Notes were due one year from the date of issuance. The amount due pursuant to the 10% Short-Term Notes was equal to the entire original principal amount multiplied by 125% (the “Loan Premium”) plus accrued interest. On December 5, 2017, in exchange for the cancellation of $690,000 of outstanding principal and $250,323 of accrued interest owed to the investors by Microphase Corporation, the Company entered into an Exchange Agreement pursuant to which the Company issued an aggregate of 76,193 shares of common stock and warrants to purchase 19,023 shares of common stock with an exercise price of $22.00 per share of common stock. During 2018, the Company paid the remaining balance of principal and accrued interest of $15,000 and $5,615, respectively.

 

  (m) At December 31, 2018, Enertec had short term bank credit of $1,558,197 that bears interest at prime plus 0.7% through 3.85% paid either on a monthly or weekly basis. Further, the Company has undertaken to comply with certain covenants under its bank loan. During the period May 22 to December 31, 2018, the Company incurred $47,076 of interest from Enertec’s short term bank credit.
XML 61 R48.htm IDEA: XBRL DOCUMENT v3.19.1
NOTES PAYABLE - RELATED PARTIES (Tables)
 12 Months Ended
Dec. 31, 2018
Notes Payable - Related Parties  
Schedule of notes payable - related parties

Notes Payable – Related parties at December 31, 2018 and 2017, are comprised of the following:

 

    2018     2017  
Notes payable to former officer and employee (a)   $ 308,984     $ 309,317  
Total notes payable     308,984       309,317  
Less: current portion     (166,925 )     (133,569 )
Notes payable – long-term portion   $ 142,059     $ 175,748  

 

  (a) Microphase is a party to several notes payable agreements with seven of its past officers, employees and their family members. As of December 31, 2018, the aggregate outstanding balance pursuant to these notes payable agreements, inclusive of $57,752 of accrued interest, was $366,736, with annual interest rates ranging between 3.00% and 6.00%. During the year ended December 31, 2018, Microphase incurred $10,897 of interest on these notes payable agreements. In July 2016, one of these noteholders initiated litigation to collect the balance owed under the terms of his respective agreement. In October 2017, Microphase and the noteholder entered into a settlement agreement whereby Microphase agreed to pay the outstanding principal and interest of $122,000 and $43,000, respectively, by issuing to the noteholder 95,834 shares of Microphase common stock valued at $115,000 and paying $25,000 in cash. The value of the Microphase common stock was derived from the Company’s recent acquisition of a majority interest in Microphase. Further, the parties agreed a final $25,000 would be paid within 18 months of the settlement agreement or Microphase would be required to pay the noteholder an additional $25,000.
XML 62 R49.htm IDEA: XBRL DOCUMENT v3.19.1
CONVERTIBLE NOTES (Tables)
 12 Months Ended
Dec. 31, 2018
Long-term Debt, Unclassified [Abstract]  
Schedule of convertible notes

Convertible Notes Payable at December 31, 2018 and 2017, are comprised of the following:

 

    2018     2017  
10% Convertible secured notes (a)   $ 7,997,126     $ —  
5% Convertible secured notes (b)     —       550,000  
12% Convertible secured note (c) (d) (e)     —       202,000  
Total convertible notes payable     7,997,126       752,000  
Less:                
Unamortized debt discounts     (1,189,276 )     (351,573 )
Unamortized financing cost     (65,356 )     (2,549 )
Total convertible notes payable, net of financing cost   $ 6,742,494     $ 397,878  

 

  (a) On May 15, 2018, the Company entered into a securities purchase agreement to sell (i) a 10% convertible note (the “10% Convertible Note”), (ii) a five-year warrant to purchase 55,556 shares of the Company’s common stock at an exercise price of $27.00 per share; (iii) a five-year warrant to purchase 86,207 shares of the Company’s Class A common stock at an exercise price of $17.40 per share; and (iv) 17,241 shares of the Company’s common stock to an institutional investor. Initially, the 10% Convertible Note was convertible into the Company’s common stock at $15.00 per share, but could only be converted if an event of default thereunder had occurred and not been cured on a timely basis. On September 25, 2018, the Company entered into an agreement to amend the maturity date on the 10% Convertible Note, pursuant to which amendment the amortization schedule of the 10% Convertible Note provides for 13 monthly payments in the amount of $309,193, and for the fourteenth payment to be in the amount of $1,011,427, plus accrued and unpaid interest. Each such amortization payment shall be made in cash or Bitcoin.

 

The 10% Convertible Note is in the principal amount of $6,000,000 and bears interest at 10% simple interest on the principal amount with 50% of the total interest due on the principal payable at the closing and the remaining 50% payable over the term of the 10% Convertible Note. In connection with the financing, the Company agreed to pay the placement agent, Alliance Global Partners, a cash fee of $300,000 and a warrant to purchase 7,500 shares of the Company’s common stock with an exercise price of $20.00 per share.

 

The Company computed the fair value of the warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $1,397,389 based on the estimated fair value of the warrants. The Company estimated that the grant date fair value of the shares of common stock was $405,024, which was determined from the closing price of the Company’s common stock on the dates of issuance. In aggregate, the Company recorded debt discount in the amount of $2,169,613 based on the relative fair values of the warrants, common stock and debt issuance costs of $367,200. During the year ended December 31, 2018, non-cash interest expense of $2,169,613 was recorded from the amortization of debt discounts. The fair value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 2.94% was derived from the U.S. Treasury yield curve, matching the term of the warrant, in effect at the measurement date. The volatility factor of 127.9% was determined based on the Company’s historical stock prices.

 

On July 2, 2018, the Company entered into a securities purchase agreement with the institutional investor providing for the issuance of (i) a second 10% convertible note (the “Second 10% Convertible Note”) with a principal face amount of $1,000,000 which Second 10% Convertible Note was convertible into the Company’s common stock at $15.00 per share and (ii) an additional 20,000 of the Company’s common stock to be issued in connection with the 10% Convertible Note. The Second 10% Convertible Note, as amended, matures on February 15, 2019, as to fifty percent (50%) of the amount due thereunder, and the remaining fifty percent (50%) due thereunder to May 15, 2019.

 

On August 31, 2018, the Company entered into a securities purchase agreement with the institutional investor providing for the issuance of a third 10% convertible note (the “Third 10% Convertible Note” and with the 10% Convertible Note and the Second 10% Convertible Note, the “10% Convertible Notes”) with a principal face amount of $2,000,000, which Third Convertible Note is convertible into 250,000 shares of the Company’s common stock at $8.00 per share and (ii) an additional 31,000 of the Company’s common stock. The shares of common stock issuable pursuant to the Third 10% Convertible Note have not been issued to the institutional investor. The Third 10% Convertible Note, as amended, matures on February 15, 2019, as to fifty percent (50%) of the amount due thereunder, and the remaining fifty percent (50%) due thereunder to May 15, 2019.

 

At the time of issuance of the Third 10% Convertible Note, the closing price of the Company’s common stock was in excess of the conversion price, resulting in a beneficial conversion feature (“BCF”). The BCF embedded in the Third 10% Convertible Note is accounted for under ASC No. 470, Debt (“ASC 470”). At issuance, the intrinsic value of the BCF totaled $910,419, based on the difference between the effective conversion price and the fair value of the Company’s common stock at the commitment date of the transaction, and the relative fair value of the 31,000 shares of common stock was $259,919. Initially, the Company was prohibited from issuing the 31,000 shares of common stock or the shares of common stock issuable pursuant to the Third 10% Convertible Note until stockholder approval of such issuance of securities is obtained as required by applicable NYSE American listing rules, which was received on December 28, 2018.

 

The Company recorded debt issuance costs of $200,500 from the Third 10% Convertible Note. The debt issuance costs are being amortized as non-cash interest expense over the term of the debt. During the year ended December 31, 2018, non-cash interest expense of $135,144 was recorded from the amortization of the debt issuance costs.

 

Pursuant to an amendment dated as of August 31, 2018 to the 10% Convertible Note and the Second 10% Convertible Note, the Company reduced the conversion price to $8.00 from $15.00. The amendment to the embedded conversion options of the 10% Convertible Note and the Second 10% Convertible Note caused a material change in the fair value of the embedded conversion options on these two notes and resulted in a loss on extinguishment of $665,346. At the time of the amendment, the closing price of the Company’s common stock was in excess of the conversion price, resulting in a BCF. The intrinsic value of the BCF was $1,131,960 on the 10% Convertible Note and $225,000 on the Second 10% Convertible Note based on the difference between the effective conversion price and the fair value of the Company’s common stock. During the year ended December 31, 2018, non-cash interest expense of $1,356,960 was recorded from the amortization of debt discounts attributed to the August 31, 2018 amendment of to the 10% Convertible Note and the Second 10% Convertible Note.

 

Pursuant to the terms of an amendment dated December 7, 2018, the Company agreed that if the investor elects to convert three monthly payments in the principal amount of $309,193 into shares of the Company’s common stock at the stated conversion price of $8.00 and the proceeds from the sale of the shares did not result in net proceeds to the investor of 103% of the principal, interest and penalties due, then the Company would pay the investor the difference in cash (the “True-Up Payment). During December 2018, the Company issued to the investor 109,724 shares of its common stock at $8.00 per share upon the conversion of $877,793 in principal, accrued interest and penalties. During December 2018, the investor received $304,608 from the sale of the shares of common stock, which approximated the value of the shares of common stock on the date of issuance, resulting in a True-Up Payment due to the investor of $599,519.

 

  (b) On December 4, 2017, the Company entered into a securities purchase agreement to sell a 5% Convertible Note (the “5% Convertible Note”) and 7,500 shares of restricted common stock to an institutional investor. The principal of the 5% Convertible Note and interest thereon was convertible into shares of common stock at $12.00 per share of common stock, subject to adjustments for lower priced issuances, stock splits, stock dividends, combinations or similar events. The 5% Convertible Note was in the principal amount of $550,000, included an OID of $50,000 resulting in net proceeds to the Company of $500,000, accrued interest at 5% simple interest on the principal amount, and was due on August 13, 2018. Interest only payments were due on a quarterly basis and the principal was due on June 3, 2018.

 

At the time of issuance of the 5% Convertible Note, the closing price of the Company’s common stock was in excess of the conversion price, resulting in a BCF accounted for under ASC 470. At issuance, the intrinsic value of the BCF totaled $244,260 based on the difference between the effective conversion price and the fair value of the Company’s common stock at the commitment date of the transaction. The intrinsic value of the BCF exceeded the proceeds allocated to the relative fair value of the 5% Convertible Note. The BCF was amortized to interest expense over the term of the 5% Convertible Note using the effective interest method. The valuation of the BCF was calculated based on the effective conversion price compared with the market price of the Company’s common stock on the date of issuance of the 5% Convertible Note.

 

In the aggregate, the Company recorded debt discount in the amount of $550,000 based on the relative fair values of the 7,500 shares of common stock of $25,740, BCF of $244,260 and OID of $50,000. The debt discount is being amortized as non-cash interest expense over the term of the debt. During the year ended December 31, 2017, non-cash interest expense of $380,769 was recorded from the amortization of debt discounts. In January 2018, the 5% Convertible Note was converted into 46,082 shares of the Company’s common stock based upon the contractual rights included in the 5% Convertible Note (See Note 24).

 

  (c) On August 3, 2017, the Company entered into a securities purchase agreement to sell a 12% Convertible Note (the “12% Convertible Note”) and a warrant to purchase 33,333 shares of common stock to an accredited investor. The principal of the 12% Convertible Note may be converted into shares of common stock at $11.00 per share and under the terms of the Warrant, up to 33,333 shares of common stock may be purchased at an exercise price of $14.00 per share.

 

The 12% Convertible Note was in the principal amount of $400,000, included an OID of $40,000 resulting in net proceeds to the Company of $360,000, accrued interest at 12% simple interest on the principal amount, and was due on August 13, 2018. Interest only payments were due on a quarterly basis and the principal was due on August 3, 2018. The principal may be converted into shares of the Company’s common stock at $11.00 per share.  

 

The Company computed the fair value of the 33,333 warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $167,203 based on the estimated fair value of the 33,333 warrants.

 

The BCF embedded in the 12% Convertible Note is accounted for under ASC 470. At issuance, the intrinsic value of the BCF totaled $186,797. The Company, however, was prohibited from issuing shares of common stock pursuant to the 12% Convertible Note until stockholder approval of such issuance of securities was obtained as required by applicable NYSE American listing rules. The Company received stockholder approval for the share issuances on December 28, 2017. The intrinsic value of the BCF was amortized to interest expense over the term of the 12% Convertible Note using the effective interest method. The valuation of the BCF was calculated based on the effective conversion price compared with the market price of the Company’s common stock on the date of issuance of the 12% Convertible Note. In aggregate, the Company recorded debt discount in the amount of $394,000 based on the relative fair values of the 33,333 warrants, BCF and OID of $40,000. During the year ended December 31, 2017, non-cash interest expense of $211,658 was recorded from the amortization of debt discounts.

 

On December 28, 2017, principal and accrued interest of $198,000 and $4,818, respectively, on the 12% Convertible Note was satisfied through the issuance of 18,438 shares of the Company’s common stock and the remaining balance of $202,000 was converted into 18,884 shares of the Company’s common stock on January 10, 2018 (See Note 24). The fair value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 1.79% was derived from the U.S. Treasury yield curve, matching the term of the warrant, in effect at the measurement date. The volatility factor of 107.3% was determined based on the Company’s historical stock prices.

 

  (d) On April 16, 2018, the Company entered into securities purchase agreements to sell (i) a 12% convertible note (the “12% April 2018 Convertible Note”), (ii) a five-year warrant to purchase 49,679 shares of the Company’s common stock at an exercise price of $26.00 per share; and (iii) 10,046 shares of the Company’s common stock to three institutional investors. The 12% April 2018 Convertible Note is convertible into common stock at $14.00 per share, but may only be converted if an event of default thereunder has occurred and not been cured on a timely basis.

 

The 12% April 2018 Convertible Note is in the principal amount of $1,722,222, included an OID of $172,222 resulting in net proceeds to the Company of $1,550,000 and bears interest at 12% simple interest on the principal amount. The Company is required to make monthly principal and interest payments until the 12% April 2018 Convertible Note is satisfied in full on October 16, 2018.

 

The Company computed the fair value of the warrants using the Black-Scholes option pricing model and, as a result of this calculation, recorded debt discount in the amount of $539,360 based on the estimated fair value of the warrants. The Company estimated that the grant date fair value of the shares of common stock was $128,524, which was determined from the closing price of the Company’s common stock on the date of issuance.

 

In aggregate, the Company recorded debt discount in the amount of $885,106 based on the relative fair values of the warrants, common stock, OID and debt issuance costs of $45,000. During the year ended December 31, 2018, non-cash interest expense of $885,106 was recorded from the amortization of debt discounts. The fair value of the warrants was estimated using the Black-Scholes option-pricing method. The risk-free rate of 2.94% was derived from the U.S. Treasury yield curve, matching the term of the warrant, in effect at the measurement date. The volatility factor of 127.9% was determined based on the Company’s historical stock prices. Beginning on May 16, 2018, the Company was required to make six monthly cash payments in the aggregate amount of $304,259. On August 31, 2018, the Company made its final payment and in aggregate paid principal and accrued interest of $1,722,222 and $103,333, respectively, on the 12% April 2018 Convertible Note.

 

  (e) On January 23, 2018, we entered into a securities purchase agreement with an institutional investor to sell, for an aggregate purchase price of $1,000,000, a 10% senior convertible promissory note (the “January 2018 10% Convertible Note”) with an aggregate principal face amount of $1,250,000, a warrant to purchase an aggregate of 31,250 shares of our common stock and 27,174 shares of our common stock. The transactions contemplated by the securities purchase agreement closed on February 8, 2018.  The January 2018 10% Convertible Note was convertible into 31,250 shares of the Company’s common stock, a conversion price of $40.00 per share. The exercise price of the warrant to purchase 31,250 shares of the Company’s common stock is $44.00 per share. On February 9, 2018, in addition to the 27,174 shares of common stock provided for pursuant to the securities purchase agreement, the Company issued to the investor an aggregate of 34,597 shares of the Company’s common stock upon the conversion of the entire outstanding principal and accrued interest on the January 2018 10% Convertible Note of $1,383,884 (See Note 24).
XML 63 R50.htm IDEA: XBRL DOCUMENT v3.19.1
COMMITMENTS AND CONTINGENCIES (Tables)
 12 Months Ended
Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]  
Schedule of future non-cancellable rental commitments under operating leases

Future non-cancellable rental commitments under operating leases are as follows: 

 

  2019     $ 1,272,957  
  2020       1,032,302  
  2021       801,305  
  2022       501,411  
  2023       514,895  
  Thereafter       1,582,120  
        $ 5,704,990  
XML 64 R51.htm IDEA: XBRL DOCUMENT v3.19.1
INCOME TAXES (Tables)
 12 Months Ended
Dec. 31, 2018
Income Tax Disclosure [Abstract]  
Schedule of deferred tax assets

Significant components of the Company's deferred tax assets are as follows:

 

    2018     2017  
Current            
   Foreign   $ 134,017     $ —  
   Federal     —       —  
   State     —       —  
Total Current   $ 134,017          
Deferred                
Foreign     (52,134 )   $ —  
Federal     (158,482 )     (78,393 )
State     —       —  
Total Deferred   $ (210,616 )   $ (78,393 )
Income tax (benefit)   $ (76,599 )   $ (78,393 )
Schedule of net income tax benefit

The net income tax benefit consists of the following:

 

    2018     2017  
Current            
   Foreign   $ 134,017     $ —  
   Federal     —       —  
   State     —       —  
Total Current   $ 134,017          
Deferred                
Foreign     (52,134 )   $ —  
Federal     (158,482 )     (78,393 )
State     —       —  
Total Deferred   $ (210,616 )   $ (78,393 )
Income tax (benefit)   $ (76,599 )   $ (78,393 )
Schedule of reconciliation of income tax attributable to operations

The reconciliation of income tax attributable to operations computed at the 2018 and 2017 U.S. Federal statutory income tax rates of 21% and 34% respectively to income tax expense is as follows:

 

    2018     2017  
Tax benefit at U.S. Federal statutory tax rate     (21.0 %)     (34.0 %)
Increase (decrease) in tax rate resulting from:                
Effect of change in tax rates     1.8 %     12.0 %
Effect of Section 382 limitation     4.9 %     0.0 %
Increase in valuation allowance     15.1 %     17.0 %
Nondeductible meals & entertainment expense and other     0.9 %     6.1 %
State taxes, net of federal benefit     (2.4 %)     (4.5 %)
Foreign rate differential     0.3 %     0.7 %
Stock compensation expense     (0.1 %)     1.9 %
Effective tax rate     (0.3 %)     (0.8 %)
XML 65 R52.htm IDEA: XBRL DOCUMENT v3.19.1
SEGMENT CUSTOMERS AND GEOGRAPHICAL INFORMATION (Tables)
 12 Months Ended
Dec. 31, 2018
Segment Reporting [Abstract]  
Schedule of geographic operating segments

The following data presents the revenues, expenditures and other operating data of the Company’s geographic operating segments and presented in accordance with ASC No. 280.

 

    Year ended December 31, 2018  
    DPC     DPL     Enertec     Digital Farms     I.AM     Eliminations     Total  
Revenue   $ 10,499,612     $ 2,036,530     $ 5,226,075     $ —     $ —     $ —     $ 17,762,217  
Revenue, cryptocurrency                                                        
mining     —       —       —       1,675,549       —       —       1,675,549  
Revenue, related party     3,907,280       —       —       —       —       —       3,907,280  
Revenue, restaurant operations     —       —       —       —       3,462,140       —       3,462,140  
Revenue, lending activities     347,033       —       —       —       —       —       347,033  
Inter-segment revenues     36,833       —       —       —       —       (36,833 )     —  
Total revenues   $ 14,790,758     $ 2,036,530     $ 5,226,075     $ 1,675,549     $ 3,462,140     $ (36,833 )   $ 27,154,219  
                                                         
Depreciation and                                                        
amortization expense   $ 300,326     $ 65,046     $ 389,808     $ 2,151,505     $ —     $ —     $ 2,906,685  
                                                         
Loss from operations   $ (3,608,828 )   $ (586,107 )   $ (431,320 )   $ (6,369,138 )   $ (81,264 )   $ —     $ (11,076,657 )
Capital expenditures for                                                        
segment assets, as of                                                        
December 31, 2018   $ 44,190     $ 1,301     $ 48,826     $ 8,891,928     $ 184,377     $ —     $ 9,169,992  
                                                         
Identifiable assets as of                                                        
December 31, 2018   $ 28,623,729     $ 1,458,699     $ 10,251,816     $ 7,018,958     $ 2,072,678     $ —     $ 49,425,880  

 

    Year ended December 31, 2017  
    DPC     DPL     Eliminations     Total  
Revenues   $ 7,889,731     $ 2,111,018     $ —     $ 10,000,749  
Revenue, related party     173,751       —       —       173,751  
Inter-segment revenues     53,501       —       (53,501 )     —  
Total revenues   $ 8,116,983     $ 2,111,018     $ (53,501 )   $ 10,174,500  
                                 
Depreciation and amortization expense   $ 183,252     $ 70,754     $ —     $ 254,006  
                                 
Loss from operations   $ (5,558,272 )   $ (424,773 )   $ —     $ (5,983,045 )
Capital expenditures for segment assets, as of
December 31, 2017		   $ 382,250     $ 20,529     $ —     $ 402,779  
                                 
Identifiable assets as of December 31, 2017   $ 28,780,371     $ 1,728,523     $ —     $ 30,508,894  
Schedule of total revenues

The following table provides the percentage of total revenues attributable to a single customer from which 10% or more of total revenues are derived:

 

      For the Year Ended
      December 31, 2018
             
    Total Revenues        
    by Major     Percentage of  
  Customers     Total Company  
    (in thousands)     Revenues  
Customer A   $ 3,907,280     14 %

 

      For the Year Ended  
      December 31, 2017  
               
    Total Revenues        
    by Major     Percentage of  
    Customers     Total Company  
    (in thousands)     Revenues  
Customer B   $  1,340,766     13 %
Schedule of revenues from external customers

For the years ended December 31, 2018 and 2017, total revenues from external customers divided on the basis of the Company’s product lines are as follows: 

 

    For the Years Ended
    December 31,
    2018   2017
Revenues:        
Commercial products    $     10,597,256    $    5,488,657
Defense products           16,556,963          4,685,843
Total revenues    $     27,154,219    $ 10,174,500
Schedule of total revenues are attributed to geographic areas

Other than as shown, no foreign country or region contributed materially to revenues or long-lived assets for these periods: 

 

  For the Years Ended
  December 31,
  2018   2017
Revenues:      
North America  $    19,113,226    $     6,636,954
Europe          1,765,991           2,634,166
Middle East          5,226,075              672,256
Other          1,048,927              231,124
Total revenues  $    27,154,219    $  10,174,500
XML 66 R53.htm IDEA: XBRL DOCUMENT v3.19.1
DESCRIPTION OF BUSINESS (Details Narrative)
 12 Months Ended
Dec. 31, 2018
Segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of reportable segments 5
XML 67 R54.htm IDEA: XBRL DOCUMENT v3.19.1
LIQUIDITY, GOING CONCERN AND MANAGEMENT'S PLANS (Details Narrative) - USD ($)
 1 Months Ended 12 Months Ended
Mar. 31, 2017
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Cash and cash equivalent   $ 902,329 $ 1,478,147 $ 996,174
Accumulated deficit   (55,721,115) (23,414,151)  
Working capital   18,445,302    
Net income (loss) attributable to parent   $ (32,982,201) $ (10,895,049)  
MTIX [Member] | MLSE Plasma-Laser System [Member]        
Supply commitment, term 3 years      
Supply commitment, amount committed $ 50,000      
XML 68 R55.htm IDEA: XBRL DOCUMENT v3.19.1
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Total revenue $ 27,154,219 $ 10,174,500
RF/Microwave Filters [Member]    
Total revenue 3,331,575  
Detector Logarithmic Video Amplifiers [Member]    
Total revenue 1,338,912  
Power Supply Units [Member]    
Total revenue 5,829,125  
Power Supply Systems [Member]    
Total revenue 2,036,530  
Healthcare Diagnostic Systems [Member]    
Total revenue 1,715,512  
Defense Systems [Member]    
Total revenue 3,510,563  
Digital Currency Mining [Member]    
Total revenue 1,675,549  
Restaurant Operations [Member]    
Total revenue 3,462,140  
Lending Activities [Member]    
Total revenue 347,033  
MLSE Systems [Member]    
Total revenue 3,907,280  
Goods Transferred At A Point In Time [Member]    
Total revenue 17,396,132  
Services Transferred Over Time [Member]    
Total revenue 9,758,087  
DPC [Member]    
Total revenue 14,753,925  
DPC [Member] | RF/Microwave Filters [Member]    
Total revenue 3,331,575  
DPC [Member] | Detector Logarithmic Video Amplifiers [Member]    
Total revenue 1,338,912  
DPC [Member] | Power Supply Units [Member]    
Total revenue 5,829,125  
DPC [Member] | Power Supply Systems [Member]    
Total revenue  
DPC [Member] | Healthcare Diagnostic Systems [Member]    
Total revenue  
DPC [Member] | Defense Systems [Member]    
Total revenue  
DPC [Member] | Digital Currency Mining [Member]    
Total revenue  
DPC [Member] | Restaurant Operations [Member]    
Total revenue  
DPC [Member] | Lending Activities [Member]    
Total revenue 347,033  
DPC [Member] | MLSE Systems [Member]    
Total revenue 3,907,280  
DPC [Member] | Goods Transferred At A Point In Time [Member]    
Total revenue 10,846,645  
DPC [Member] | Services Transferred Over Time [Member]    
Total revenue 3,907,280  
DPL [Member]    
Total revenue 2,036,530  
DPL [Member] | RF/Microwave Filters [Member]    
Total revenue  
DPL [Member] | Detector Logarithmic Video Amplifiers [Member]    
Total revenue  
DPL [Member] | Power Supply Units [Member]    
Total revenue  
DPL [Member] | Power Supply Systems [Member]    
Total revenue 2,036,530  
DPL [Member] | Healthcare Diagnostic Systems [Member]    
Total revenue  
DPL [Member] | Defense Systems [Member]    
Total revenue  
DPL [Member] | Digital Currency Mining [Member]    
Total revenue  
DPL [Member] | Restaurant Operations [Member]    
Total revenue  
DPL [Member] | Lending Activities [Member]    
Total revenue  
DPL [Member] | MLSE Systems [Member]    
Total revenue  
DPL [Member] | Goods Transferred At A Point In Time [Member]    
Total revenue 1,411,798  
DPL [Member] | Services Transferred Over Time [Member]    
Total revenue 624,732  
Enertec [Member]    
Total revenue 5,226,075  
Enertec [Member] | RF/Microwave Filters [Member]    
Total revenue  
Enertec [Member] | Detector Logarithmic Video Amplifiers [Member]    
Total revenue  
Enertec [Member] | Power Supply Units [Member]    
Total revenue  
Enertec [Member] | Power Supply Systems [Member]    
Total revenue  
Enertec [Member] | Healthcare Diagnostic Systems [Member]    
Total revenue 1,715,512  
Enertec [Member] | Defense Systems [Member]    
Total revenue 3,510,563  
Enertec [Member] | Digital Currency Mining [Member]    
Total revenue  
Enertec [Member] | Restaurant Operations [Member]    
Total revenue  
Enertec [Member] | Lending Activities [Member]    
Total revenue  
Enertec [Member] | MLSE Systems [Member]    
Total revenue  
Enertec [Member] | Goods Transferred At A Point In Time [Member]    
Total revenue  
Enertec [Member] | Services Transferred Over Time [Member]    
Total revenue 5,226,075  
Digital Farms [Member]    
Total revenue 1,675,549  
Digital Farms [Member] | RF/Microwave Filters [Member]    
Total revenue  
Digital Farms [Member] | Detector Logarithmic Video Amplifiers [Member]    
Total revenue  
Digital Farms [Member] | Power Supply Units [Member]    
Total revenue  
Digital Farms [Member] | Power Supply Systems [Member]    
Total revenue  
Digital Farms [Member] | Healthcare Diagnostic Systems [Member]    
Total revenue  
Digital Farms [Member] | Defense Systems [Member]    
Total revenue  
Digital Farms [Member] | Digital Currency Mining [Member]    
Total revenue 1,675,549  
Digital Farms [Member] | Restaurant Operations [Member]    
Total revenue  
Digital Farms [Member] | Lending Activities [Member]    
Total revenue  
Digital Farms [Member] | MLSE Systems [Member]    
Total revenue  
Digital Farms [Member] | Goods Transferred At A Point In Time [Member]    
Total revenue 1,675,549  
Digital Farms [Member] | Services Transferred Over Time [Member]    
Total revenue  
I. AM, Inc. [Member]    
Total revenue 3,462,140  
I. AM, Inc. [Member] | RF/Microwave Filters [Member]    
Total revenue  
I. AM, Inc. [Member] | Detector Logarithmic Video Amplifiers [Member]    
Total revenue  
I. AM, Inc. [Member] | Power Supply Units [Member]    
Total revenue  
I. AM, Inc. [Member] | Power Supply Systems [Member]    
Total revenue  
I. AM, Inc. [Member] | Healthcare Diagnostic Systems [Member]    
Total revenue  
I. AM, Inc. [Member] | Defense Systems [Member]    
Total revenue  
I. AM, Inc. [Member] | Digital Currency Mining [Member]    
Total revenue  
I. AM, Inc. [Member] | Restaurant Operations [Member]    
Total revenue 3,462,140  
I. AM, Inc. [Member] | Lending Activities [Member]    
Total revenue  
I. AM, Inc. [Member] | MLSE Systems [Member]    
Total revenue  
I. AM, Inc. [Member] | Goods Transferred At A Point In Time [Member]    
Total revenue 3,462,140  
I. AM, Inc. [Member] | Services Transferred Over Time [Member]    
Total revenue  
North America [Member]    
Total revenue 19,025,376  
North America [Member] | DPC [Member]    
Total revenue 13,875,883  
North America [Member] | DPL [Member]    
Total revenue 11,804  
North America [Member] | Enertec [Member]    
Total revenue  
North America [Member] | Digital Farms [Member]    
Total revenue 1,675,549  
North America [Member] | I. AM, Inc. [Member]    
Total revenue 3,462,140  
Europe [Member]    
Total revenue 1,815,866  
Europe [Member] | DPC [Member]    
Total revenue 159,350  
Europe [Member] | DPL [Member]    
Total revenue 1,656,516  
Europe [Member] | Enertec [Member]    
Total revenue  
Europe [Member] | Digital Farms [Member]    
Total revenue  
Europe [Member] | I. AM, Inc. [Member]    
Total revenue  
Middle East [Member]    
Total revenue 5,226,075  
Middle East [Member] | DPC [Member]    
Total revenue  
Middle East [Member] | DPL [Member]    
Total revenue  
Middle East [Member] | Enertec [Member]    
Total revenue 5,226,075  
Middle East [Member] | Digital Farms [Member]    
Total revenue  
Middle East [Member] | I. AM, Inc. [Member]    
Total revenue  
Other [Member]    
Total revenue 1,086,902  
Other [Member] | DPC [Member]    
Total revenue 718,692  
Other [Member] | DPL [Member]    
Total revenue 368,210  
Other [Member] | Enertec [Member]    
Total revenue  
Other [Member] | Digital Farms [Member]    
Total revenue  
Other [Member] | I. AM, Inc. [Member]    
Total revenue  
XML 69 R56.htm IDEA: XBRL DOCUMENT v3.19.1
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details1)
 12 Months Ended
Dec. 31, 2018
Leasehold Improvements [Member]  
Property, and equipment, useful life Over the term of the lease or the life of the asset, whichever is shorter.
Computer Software and Related Equipment [Member] | Minimum [Member]  
Property, and equipment, useful life (Year) 3 years
Computer Software and Related Equipment [Member] | Maximum [Member]  
Property, and equipment, useful life (Year) 5 years
Office Furniture and Equipment [Member] | Minimum [Member]  
Property, and equipment, useful life (Year) 5 years
Office Furniture and Equipment [Member] | Maximum [Member]  
Property, and equipment, useful life (Year) 10 years
XML 70 R57.htm IDEA: XBRL DOCUMENT v3.19.1
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 2)
 12 Months Ended
Dec. 31, 2018
Maximum [Member]  
Intangible asset, useful life 14 years
Minimum [Member]  
Intangible asset, useful life 3 years
Non-competition agreements [Member]  
Intangible asset, useful life 3 years
Domain Name and Other Intangible Assets [Member]  
Intangible asset, useful life 3 years
Customer Lists [Member] | Maximum [Member]  
Intangible asset, useful life 14 years
Customer Lists [Member] | Minimum [Member]  
Intangible asset, useful life 5 years
XML 71 R58.htm IDEA: XBRL DOCUMENT v3.19.1
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Available-for-sale securities $ 5,611,621 $ 2,332,910
Fair Value, Measurements, Recurring [Member]    
Available-for-sale securities 3,256,468 9,562,571
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]    
Available-for-sale securities 991,455 2,660,978
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]    
Available-for-sale securities
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]    
Available-for-sale securities 2,265,013 6,901,593
Avalanche International Corp. [Member]    
Available-for-sale securities 3,256,468 9,562,571
Avalanche International Corp. [Member] | Fair Value, Measurements, Recurring [Member]    
Available-for-sale securities 3,043,499 7,728,001
Avalanche International Corp. [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]    
Available-for-sale securities 812,858 826,408
Avalanche International Corp. [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]    
Available-for-sale securities
Avalanche International Corp. [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]    
Available-for-sale securities 2,230,641 6,901,593
Marketable Securities {Member] | Fair Value, Measurements, Recurring [Member]    
Available-for-sale securities 178,597 1,834,570
Marketable Securities {Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]    
Available-for-sale securities 178,597 1,834,570
Marketable Securities {Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]    
Available-for-sale securities
Marketable Securities {Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]    
Available-for-sale securities
Investment In Warrants Of Public Companies [Member] | Fair Value, Measurements, Recurring [Member]    
Available-for-sale securities 34,372  
Investment In Warrants Of Public Companies [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]    
Available-for-sale securities  
Investment In Warrants Of Public Companies [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]    
Available-for-sale securities 34,372  
Investments in Warrants of Public Companies [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]    
Available-for-sale securities  
XML 72 R59.htm IDEA: XBRL DOCUMENT v3.19.1
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 4) - shares
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Anti-dilutive securities 2,436,573 585,071
Preferred Stock [Member]    
Anti-dilutive securities 127,551 109,306
Employee Stock Option [Member]    
Anti-dilutive securities 373,000 192,125
Warrant [Member]    
Anti-dilutive securities 936,381 219,443
Convertible Notes [Member]    
Anti-dilutive securities 999,641 64,197
XML 73 R60.htm IDEA: XBRL DOCUMENT v3.19.1
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Apr. 05, 2017
Mar. 15, 2017
Dec. 31, 2016
Exercise price of warrants (in dollars per share)     $ 18.00 $ 12.00  
Unrealized gain $ 119,329 $ 550,048      
Revenue performance obligation 48,000,000        
Cash and cash equivalents 902,329 1,478,147     $ 996,174
Allowance for Doubtful Accounts Receivable 5,000 5,000      
Available-for-sale securities 5,611,621 2,332,910      
Amortization of debt discount 11,191,056 4,688,630      
Lease payments 4,200,000        
MTIX Ltd [Member] | Two MLSE Units [Member]          
Unit purchase price 50,000,000        
Manufacturing costs 100,000        
Avalanche International Corp. [Member]          
Available-for-sale securities, equity securities $ 812,858 $ 826,408      
Warrant outstanding 13,887,993 8,248,440      
Exercise price of warrants (in dollars per share) $ 0.50 $ 0.50      
Available-for-sale securities $ 3,256,468 $ 9,562,571      
Aggregate fair value 3,043,499 7,728,001      
Common Stock [Member]          
Payments to acquire investments 220,880        
Unrealized gain 42,283 133,067      
Aggregate fair value 178,597        
UNITED KINGDOM          
Cash and cash equivalents 409,945 292,153      
ISRAEL          
Cash and cash equivalents $ 60,040 $ 0      
XML 74 R61.htm IDEA: XBRL DOCUMENT v3.19.1
Digital Currencies (Details)
 12 Months Ended
Dec. 31, 2018
USD ($)
Digital Currencies  
Balance at beginning
Additions of digital currencies 1,634,941
Payment on convertible notes payable (739,967)
Payments to vendors (449,479)
Purchase of fixed assets (250,460)
Realized loss on sale of digital currencies (127,602)
Cash proceeds (64,587)
Unrealized loss on digital currencies (1,311)
Balance at ending $ 1,535
XML 75 R62.htm IDEA: XBRL DOCUMENT v3.19.1
Marketable Securities (Details) - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Payments to acquire investments $ 1,244,353 $ 3,200,554
Common Stock [Member]    
Payments to acquire investments 220,880 1,701,503
Gross unrealized gains (losses) (42,283) 133,067
Gross realized gains (losses)
Fair value $ 178,597 $ 1,834,570
XML 76 R63.htm IDEA: XBRL DOCUMENT v3.19.1
Marketable Securities (Details 1) - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Purchases of marketable securities $ 25,000  
Sales of marketable securities (2,188,292) $ (63,606)
Realized losses on marketable securities (175,405)
Common Stock [Member]    
Balance at beginning 1,834,570  
Purchases of marketable securities 858,458  
Sales of marketable securities (2,188,292)  
Realized losses on marketable securities (175,405)  
Unrealized gains on marketable securities (150,734)  
Balance at end $ 178,597 $ 1,834,570
XML 77 R64.htm IDEA: XBRL DOCUMENT v3.19.1
Marketable Securities (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Common Stock [Member]    
Gross unrealized gains (losses) $ 42,283 $ 133,067
XML 78 R65.htm IDEA: XBRL DOCUMENT v3.19.1
INVENTORIES (Details) - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Inventory Disclosure [Abstract]    
Raw materials, parts and supplies $ 2,026,839 $ 541,816
Work-in-progress 483,706 685,410
Finished products 750,581 765,639
Total inventories $ 3,261,126 $ 1,992,865
XML 79 R66.htm IDEA: XBRL DOCUMENT v3.19.1
PROPERTY AND EQUIPMENT, NET (Details) - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Property, plant and equipment, gross $ 13,978,949 $ 3,509,251
Accumulated depreciation and amortization (4,665,650) (2,292,404)
Property and equipment, net 9,313,299 1,216,847
Cryptocurrency machines and related equipment [Member]    
Property, plant and equipment, gross 9,168,928
Computer, software and related equipment [Member]    
Property, plant and equipment, gross 2,495,470 2,431,906
Restaurant Equipment [Member]    
Property, plant and equipment, gross 752,103
Office furniture and equipment [Member]    
Property, plant and equipment, gross 287,583 289,288
Leasehold Improvements [Member]    
Property, plant and equipment, gross $ 1,274,865 $ 788,057
XML 80 R67.htm IDEA: XBRL DOCUMENT v3.19.1
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Property, Plant and Equipment [Abstract]    
Depreciation and Amortization of Intangible Assets $ 2,447,249 $ 193,671
XML 81 R68.htm IDEA: XBRL DOCUMENT v3.19.1
INTANGIBLE ASSETS, NET (Details) - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Intangible assets gross $ 4,863,278 $ 2,958,348
Accumulated amortization (503,480) (60,335)
Intangible assets 4,359,798 2,898,013
Customer Lists [Member]    
Intangible assets gross 2,388,139 988,041
Non-competition agreements [Member]    
Intangible assets gross 150,000 150,000
Domain Name And Other Intangible Assets [Member]    
Intangible assets gross 762,807 81,000
Trademarks and Trade Names [Member]    
Intangible assets gross $ 1,562,332 $ 1,739,307
XML 82 R69.htm IDEA: XBRL DOCUMENT v3.19.1
INTANGIBLE ASSETS, NET (Details 1)
Dec. 31, 2018
USD ($)
Intangible Assets Net  
2019 $ 506,271
2020 382,251
2021 242,503
2022 224,003
2023 210,670
Thereafter 1,044,254
Estimated amortization expense $ 2,609,952
XML 83 R70.htm IDEA: XBRL DOCUMENT v3.19.1
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Amortization of Intangible Assets $ 459,656 $ 60,335
Indefinite-lived Intangible Assets $ 520,000 $ 1,739,307
Minimum [Member]    
Estimated useful lives 3 years  
Maximum [Member]    
Estimated useful lives 14 years  
XML 84 R71.htm IDEA: XBRL DOCUMENT v3.19.1
INVESTMENTS - RELATED PARTIES (Details) - Avalanche International Corp. [Member] - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Investment in convertible promissory notes of AVLP - Gross $ 6,943,997 $ 4,124,220
Investment in warrants of AVLP 2,230,641 6,901,593
Investment in common stock of AVLP 812,858 826,408
Accrued interest in convertible promissory note of AVLP 1,004,317 324,400
Total investment in AVLP - Gross 10,991,813 12,176,621
Less: original issue discount (2,336,693) (2,115,710)
Total investment in AVLP - Net $ 8,655,120 $ 10,060,911
XML 85 R72.htm IDEA: XBRL DOCUMENT v3.19.1
INVESTMENTS - RELATED PARTIES (Details 1) - Avalanche International Corp. [Member] - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Balance at beginning $ 10,060,911 $ 1,036,651
Investment in convertible promissory notes of AVLP 1,671,936 620,091
Payment of convertible promissory notes of AVLP (1,107,500)  
Investment in common stock of AVLP 417,169 191,782
Fair value of warrants issued by AVLP 2,255,341 2,388,681
Unrealized gain in warrants of AVLP (6,926,293) 4,512,912
Unrealized gain in common stock of AVLP (430,719) 550,048
Accretion of discount 2,034,358 436,346
Accrued Interest 679,917 324,400
Balance at ending 8,655,120 10,060,911
Convertible Promissory Note [Member]    
Balance at beginning 2,332,910 952,073
Investment in convertible promissory notes of AVLP 1,671,936 620,091
Payment of convertible promissory notes of AVLP (1,107,500)  
Accretion of discount 2,034,358 436,346
Accrued Interest 679,917 324,400
Balance at ending 5,611,621 2,332,910
Warrants and Common Stock [Member]    
Balance at beginning 7,728,001 84,578
Investment in convertible promissory notes of AVLP
Payment of convertible promissory notes of AVLP  
Investment in common stock of AVLP 417,169 191,782
Fair value of warrants issued by AVLP 2,255,341 2,388,681
Unrealized gain in warrants of AVLP (6,926,293) 4,512,912
Unrealized gain in common stock of AVLP (430,719) 550,048
Accretion of discount
Accrued Interest
Balance at ending $ 3,043,499 $ 7,728,001
XML 86 R73.htm IDEA: XBRL DOCUMENT v3.19.1
INVESTMENTS - RELATED PARTIES (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2018
Dec. 31, 2017
Apr. 05, 2017
Mar. 15, 2017
Exercise price of warrants (in dollars per share)       $ 18.00 $ 12.00
Purchase warrant       9,000  
Share price (in dollars per share) $ 2.00 $ 2.00      
Net unrealized loss on securities available-for-sale   $ (8,027,746) $ 5,171,743    
Avalanche International Corp. [Member]          
Convertible promissory note aggregate principal amount $ 6,943,997 $ 6,943,997      
Conversion price (in dollars per share) $ 0.50 $ 0.50      
Interest rate 12.00% 12.00%      
Financing receivable term 5 years        
Exercise price of warrants (in dollars per share) $ 0.50 $ 0.50      
Purchase warrant 13,887,994 13,887,994      
Notes Receivable [Member] | Avalanche International Corp. [Member]          
Interest Income, Related Party   $ 2,034,358 436,346    
Interest receivable $ 679,917 $ 679,917 324,400    
Avalanche International Corp. [Member] | Loan And Security Agreement [Member] | 12% New Convertible Promissory Note [Member]          
Financing receivable term   2 years      
Discription of warrant conversion   The warrants entitle the Company to purchase up to 13,887,994 shares of AVLP common stock at an exercise price of $0.50 per share for a period of five years. The exercise price of $0.50 is subject to adjustment for customary stock splits, stock dividends, combinations or similar events.      
Unrealized gain (loss) on its investment   $ (6,926,293) 4,512,912    
Fair value of the warrants   4,644,022      
Recognized unrealized gain   119,329      
Net unrealized loss on securities available-for-sale   $ (7,357,012) $ 5,062,960    
Avalanche International Corp. [Member] | Common Stock [Member]          
Number of shares purchased   430,942 221,333    
Share price (in dollars per share) $ 417,169 $ 417,169 $ 191,782    
XML 87 R74.htm IDEA: XBRL DOCUMENT v3.19.1
INVESTMENTS IN PREFERRED STOCK OF PRIVATE COMPANY AND OTHER INVESTMENTS (Details narrative) - USD ($)
May 23, 2018
Dec. 15, 2017
Nov. 01, 2017
Dec. 31, 2018
Dec. 31, 2017
Other investments       $ 2,572,230 $ 1,637,672
Series A1 Preferred Stock Purchase Agreement [Member] | Sandstone Diagnostics, Inc [Member]          
Number of shares purchase (in shares)   976,286      
Purchase shares value   $ 1,000,000      
Loan And Security Agreement [Member] | I. AM, Inc. [Member]          
Authorized non-revolving credit facility     $ 1,600,000    
Securities Purchase Agreements [Member] | I. AM, Inc. [Member]          
Outstanding principal value $ 1,715,330        
Maximum number of shares transfer $ 471        
XML 88 R75.htm IDEA: XBRL DOCUMENT v3.19.1
INVESTMENTS IN REAL ESTATE (Details Narrative) - Limited Partnership Agreement [Member] - USD ($)
 12 Months Ended
Jun. 08, 2018
Dec. 31, 2018
Investment in partnership   $ 1,869,000
Real estate investments   $ 100,000
Description of capital contribution terms   Subject to the occurrence of certain events and other conditions over which the Company has no control, it was required to make monthly capital contributions of $500,000 every thirty days until the Company’s commitment of $10 million is funded in full. The Company has received a waiver for its obligation to make monthly capital contributions through September 30, 2019.
August 16, 2018 Notes [Member]    
Capital contributions $ 1,000,000  
XML 89 R76.htm IDEA: XBRL DOCUMENT v3.19.1
OTHER INVESTMENTS - RELATED PARTIES (Details Narrative) - USD ($)
 1 Months Ended 3 Months Ended 12 Months Ended
Dec. 31, 2017
Mar. 31, 2017
Dec. 31, 2018
Dec. 31, 2017
Dec. 05, 2017
Apr. 05, 2017
Mar. 15, 2017
Payments to acquire property     $ 9,169,992 $ 402,779      
Amortization expense     11,191,055 4,688,630      
Proceeds from short term debt     762,000 2,439,000      
Number of warrants purchased           9,000  
Exercise price of warrants (in dollars per share)           $ 18.00 $ 12.00
Accrued interest     $ 1,353,411        
Alzamend Neuro, Inc. [Member]              
Proceeds from short term debt       44,000      
Number of warrants purchased     22,000        
Exercise price of warrants (in dollars per share)     $ 0.30        
Tenancy In Common Agreement [Member]              
Amortization of property       300,000      
Amortization expense   $ 30,000 7,500      
WT Johnson & Sons [Member] | Convertible Promissory Note A [Member]              
Number of shares issued upon conversion 30,000            
Number of shares sold 30,000            
Proceeds from promissory note $ 2,267,766            
Value added tax payable 400,500     400,500      
WT Johnson & Sons [Member] | Exchange Agreement [Member] | Convertible Promissory Note A [Member]              
Principal amount         $ 600,000    
Value added tax payable 2,668,266     2,668,266      
Debt carrying amount $ 600,000   $ 600,000 600,000      
WT Johnson & Sons [Member] | Exchange Agreement [Member] | 10% Convertible Secured Notes [Member]              
Principal amount         $ 1,667,766    
Amos Kohn [Member]              
Payments to acquire property       $ 300,000      
Amos Kohn [Member] | Undivided Interest [Member]              
Percentage of real property 28.00%     28.00%      
Roni Kohn [Member]              
Percentage of real property 72.00%     72.00%      
XML 90 R77.htm IDEA: XBRL DOCUMENT v3.19.1
BUSINESS COMBINATIONS (Details) - USD ($)
Dec. 31, 2018
Dec. 31, 2018
Dec. 31, 2017
Notes payable $ (7,002,819) $ (7,002,819) $ (927,726)
Goodwill 8,463,070 8,463,070 $ 3,651,984
Enertec [Member]      
Accounts receivable 3,184,227 3,184,227  
Inventories 1,343,053 1,343,053  
Property and equipment 648,649 648,649  
Trade name and trademark 2,094,741 2,094,741  
Domain name and other intangible assets  
Other assets 29,056 29,056  
Accounts payable and accrued expenses (2,702,306) (2,702,306)  
Deferred tax liability (160,311) (160,311)  
Notes payable (4,235,725) (4,235,725)  
Accrued severance pay (131,811) (131,811)  
Net assets assumed 69,573 69,573  
Goodwill 4,780,526 4,780,526  
Non-controlling interest  
Purchase price   4,850,099  
I. AM, Inc. [Member]      
Accounts receivable 29,319 29,319  
Inventories 40,581 40,581  
Property and equipment 700,291 700,291  
Trade name and trademark 520,000 520,000  
Domain name and other intangible assets 90,000 90,000  
Other assets 1,492 1,492  
Accounts payable and accrued expenses (103,961) (103,961)  
Deferred tax liability  
Notes payable  
Accrued severance pay  
Net assets assumed 1,277,722 1,277,722  
Goodwill 265,252 265,252  
Non-controlling interest (33,242) $ (33,242)  
Purchase price $ 1,509,732    
XML 91 R78.htm IDEA: XBRL DOCUMENT v3.19.1
BUSINESS COMBINATIONS (Details 1) - USD ($)
Dec. 31, 2017
Dec. 31, 2018
Dec. 31, 2016
Cash and cash equivalents $ 1,478,147 $ 902,329 $ 996,174
Accounts receivable 1,898,241 1,930,971  
Inventories 1,992,865 3,261,126  
Prepaid expenses and other current assets 1,407,104 775,981  
Property and equipment 1,216,847 9,313,299  
Other investments 1,637,672 2,572,230  
Notes payable (927,726) (7,002,819)  
Notes payable, related parties (309,317) (308,984)  
Convertible notes payable 397,878 6,742,494  
Other current liabilities (708,391) (1,868,402)  
Goodwill 3,651,984 $ 8,463,070  
Microphase [Member]      
Cash and cash equivalents 10,982    
Accounts receivable 438,456    
Inventories 667,020    
Prepaid expenses and other current assets 139,665    
Restricted cash 100,000    
Intangible assets 2,627,348    
Property and equipment 406,432    
Other investments 303,333    
Deposits and loans 43,479    
Accounts payable and accrued expenses (1,577,281)    
Deferred tax liability (225,488)    
Revolving credit facility (879,666)    
Notes payable (2,203,835)    
Notes payable, related parties (406,194)    
Convertible notes payable    
Other current liabilities (219,685)    
Net (liabilities) assets assumed (775,434)    
Goodwill 3,171,029    
Non-controlling interest (944,555)    
Purchase price 1,451,040    
Power Plus [Member]      
Cash and cash equivalents 31,411    
Accounts receivable 235,358    
Inventories 240,843    
Prepaid expenses and other current assets 2,068    
Restricted cash    
Intangible assets 250,000    
Property and equipment 22,925    
Other investments    
Deposits and loans    
Accounts payable and accrued expenses (388,746)    
Deferred tax liability    
Revolving credit facility (210,739)    
Notes payable    
Notes payable, related parties    
Convertible notes payable    
Other current liabilities    
Net (liabilities) assets assumed 183,119    
Goodwill 480,953    
Non-controlling interest    
Purchase price $ 664,073    
XML 92 R79.htm IDEA: XBRL DOCUMENT v3.19.1
BUSINESS COMBINATIONS (Details 2) - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Net loss $ (32,982,201) $ (10,895,049)
Less: Net loss attributable to non-controlling interest 748,320 278,818
Net loss attributable to common stockholders (32,233,881) (10,616,231)
Preferred deemed dividends $ (108,049) $ (584,182)
Basic and diluted weighted average common shares outstanding 2,899,888 623,583
Microphase Corporation and Power-Plus Technical Distributors [Member]    
Total Revenue $ 28,691,641 $ 20,807,590
Net loss (35,627,242) (16,877,041)
Less: Net loss attributable to non-controlling interest 748,320 772,596
Net loss attributable to common stockholders (34,878,922) (16,104,445)
Preferred deemed dividends (108,049) (584,182)
Preferred dividends (54,059)
Loss available to common shareholders $ (34,986,971) $ (16,742,686)
Basic and diluted net loss per common share $ (12.06) $ (26.85)
Basic and diluted weighted average common shares outstanding 2,899,888 623,583
Comprehensive Loss    
Loss available to common shareholders $ (34,986,971) $ (16,742,686)
Other comprehensive income (loss)    
Change in net foreign currency translation adjustments (377,823) 152,078
Net unrealized gain (loss) on securities available-for-sale (8,027,746) 5,171,743
Other comprehensive income (loss) (8,405,569) 5,323,821
Total Comprehensive loss $ (43,392,540) $ (11,418,865)
XML 93 R80.htm IDEA: XBRL DOCUMENT v3.19.1
BUSINESS COMBINATIONS (Details Narrative)
 12 Months Ended
Dec. 31, 2018
USD ($)
$ / shares
May 23, 2018
USD ($)
shares
Apr. 28, 2017
Number
shares
Dec. 31, 2018
USD ($)
$ / shares
Jun. 19, 2017
$ / shares
Jun. 02, 2017
Equity instruments issued       $ (1,451,040)    
Common Stock [Member] | Share Exchange Agreement [Member]            
Number of shares issued | shares     92,122      
Warrant [Member]            
Number of shares issued | shares     50,000      
Shares issued (in dollars per share) | $ / shares         $ 52,000  
Series D Preferred Stock [Member] | Share Exchange Agreement [Member]            
Number of shares issued | shares     378,776      
Common Stock And Warrants [Member] | Series D Preferred Stock [Member] | Share Exchange Agreement [Member]            
Number of shares converted | Number     757,552      
Microphase Corporation [Member]            
Ownership percentage     56.40%     56.40%
Equity instruments issued       $ 1,451,040    
Shares issued (in dollars per share) | $ / shares $ 9.40     $ 9.40    
Purchase price       $ 1,451,040    
Microphase Corporation [Member] | Common Stock [Member] | Share Exchange Agreement [Member]            
Common stock, shares issued | shares     1,603,434      
Common stock, shares outstanding | shares     1,603,434      
Microphase Corporation [Member] | Series D Preferred Stock [Member]            
Equity instruments issued       1,222,000    
Microphase Corporation [Member] | Common Stock And Warrants [Member]            
Equity instruments issued       229,040    
Power-Plus Technical Distributors, LLC [Member]            
Membership interests acquired       850,000    
Certain debt amount reduce form purchase price       $ 185,927    
Description of purchase price consideration paid       A two-year promissory note in the amount of $255,000 payable in 24 monthly installments; and (ii) cash at closing of $409,073 resulting in a net purchase price of $664,073.    
Purchase price       $ 664,073    
Enertec Systems 2001 Ltd [Member] | Share Purchase Agreement [Member]            
Purchase price   $ 4,850,099        
I. AM, Inc. [Member]            
Purchase price $ 1,509,732          
I. AM, Inc. [Member] | Securities Purchase Agreement [Member]            
Description of equity interests issued   981 shares of common stock for a purchase price of $1, representing, upon the closing, 98.1% of I. AM’s outstanding common stock.        
I. AM, Inc. [Member] | Loan And Security Agreement [Member]            
Number of shares issued | shares   471        
Purchase price   $ 1,715,330        
XML 94 R81.htm IDEA: XBRL DOCUMENT v3.19.1
STOCK-BASED COMPENSATION (Details) - $ / shares
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]    
Weighted average risk free interest rate, minimum 2.41% 1.73%
Weighted average risk free interest rate, maximum 2.80% 2.14%
Weighted average life (in years) 4 years 8 months 12 days 5 years
Volatility, minimum 124.70% 98.40%
Volatility, maximum 131.70% 115.80%
Expected dividend yield 0.00% 0.00%
Weighted average grant-date fair value per share of options granted (in dollars per share) $ 15.61 $ 12.00
XML 95 R82.htm IDEA: XBRL DOCUMENT v3.19.1
STOCK-BASED COMPENSATION (Details 1)
 12 Months Ended
Dec. 31, 2018
$ / shares
shares
Exercise Price, lower limit $ 11.40
Exercise Price, upper limit $ 33.80
Options Outstanding | shares 173,125
Weighted Average Remaining Contractual Life (Years) 7 years 6 months 7 days
Weighted Average Exercise Price, Outstanding $ 14.41
Options, Exercisable | shares 99,032
Weighted Average Exercise Price, Exercisable $ 14.35
Issuances Outside Of Plans [Member]  
Exercise Price, lower limit 16.00
Exercise Price, upper limit $ 46.40
Options Outstanding | shares 199,875
Weighted Average Remaining Contractual Life (Years) 7 years 4 months 20 days
Weighted Average Exercise Price, Outstanding $ 26.09
Options, Exercisable | shares 36,842
Weighted Average Exercise Price, Exercisable $ 29.36
Total Options [Member]  
Exercise Price, lower limit 11.40
Exercise Price, upper limit $ 46.40
Options Outstanding | shares 373,000
Weighted Average Remaining Contractual Life (Years) 7 years 5 months 12 days
Weighted Average Exercise Price, Outstanding $ 20.67
Options, Exercisable | shares 135,874
Weighted Average Exercise Price, Exercisable $ 18.42
Exercise Price Range $11.40 - $16.00 [Member]  
Exercise Price, lower limit 11.40
Exercise Price, upper limit $ 16.00
Options Outstanding | shares 161,500
Weighted Average Remaining Contractual Life (Years) 7 years 6 months 14 days
Weighted Average Exercise Price, Outstanding $ 13.37
Options, Exercisable | shares 92,876
Weighted Average Exercise Price, Exercisable $ 13.32
Exercise Price Range $20.00 - $27.60 [Member]  
Exercise Price, lower limit 20.00
Exercise Price, upper limit $ 27.60
Options Outstanding | shares 8,500
Weighted Average Remaining Contractual Life (Years) 8 years 6 months 7 days
Weighted Average Exercise Price, Outstanding $ 27.46
Options, Exercisable | shares 3,031
Weighted Average Exercise Price, Exercisable $ 27.20
Exercise Price Range $30.20 - $33.80 [Member]  
Exercise Price, lower limit 30.20
Exercise Price, upper limit $ 33.80
Options Outstanding | shares 3,125
Weighted Average Remaining Contractual Life (Years) 3 years 8 months 16 days
Weighted Average Exercise Price, Outstanding $ 32.73
Options, Exercisable | shares 3,125
Weighted Average Exercise Price, Exercisable $ 32.73
XML 96 R83.htm IDEA: XBRL DOCUMENT v3.19.1
STOCK-BASED COMPENSATION (Details 2) - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Total stock-based compensation $ 4,719,265 $ 1,831,285
Cost Of Revenues [Member]    
Total stock-based compensation 4,874 8,466
Engineering And Product Development [Member]    
Total stock-based compensation 13,650 21,449
Selling And Marketing [Member]    
Total stock-based compensation 11,922 46,431
General And Administrative [Member]    
Total stock-based compensation 2,921,532 1,501,544
Stock Based Compensation From Plans [Member]    
Total stock-based compensation 2,951,978 1,577,890
Stock Based Compensation From Issuances Outside Plans [Member]    
Total stock-based compensation $ 1,767,287 $ 253,395
XML 97 R84.htm IDEA: XBRL DOCUMENT v3.19.1
STOCK-BASED COMPENSATION (Details 3) - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Shares Available for Grant    
Beginning balance 126,942 161,382
Adoption of 2017/2018 SIP   100,000
Restricted stock awards (79,153) (97,440)
Granted (50,000) (40,500)
Forfeited 10,000 3,500
Exercised
Ending balance 507,789 126,942
Number of Shares    
Beginning balance 137,125 118,300
Adoption of 2017/2018 SIP
Restricted stock awards
Granted 50,000 40,500
Forfeited (11,000) (3,500)
Exercised (3,000) (18,175)
Ending balance 173,125 137,125
Weighted Average Exercise Price    
Beginning balance $ 15.43 $ 16.59
Adoption of 2017/2018 SIP
Restricted stock awards
Granted 14.00 16.84
Forfeited 20.27 12.57
Exercised 32.60 31.26
Ending balance $ 14.41 $ 15.43
Weighted Average Remaining Contractual Life    
Beginning balance 8 years 9 months 18 days 9 years 29 days
Ending balance 7 years 6 months 7 days 8 years 9 months 18 days
Aggregate Intrinsic Value    
Beginning balance $ 6,688 $ 0
Ending balance $ 0 $ 6,688
XML 98 R85.htm IDEA: XBRL DOCUMENT v3.19.1
STOCK-BASED COMPENSATION (Details Narrative) - USD ($)
 1 Months Ended 12 Months Ended
Jun. 19, 2017
Dec. 31, 2018
Dec. 31, 2017
Number of shares granted   50,000 40,500
Weighted average exercise price   $ 14.00 $ 16.84
Share-based compensation expense   $ 4,719,265 $ 1,831,285
Share price (in dollars per share)   $ 2.00  
Directors and officers [Member]      
Number of shares granted   144,875  
Weighted average exercise price   $ 26.09  
Restricted Stock [Member]      
Share-based compensation expense   $ 965,220  
2017 Stock Incentive Plan [Member]      
Number of shares authorized   868,632  
Number of shares available for grant   507,789  
2017 Stock Incentive Plan [Member] | Minimum [Member]      
Expiration period   5 years  
2017 Stock Incentive Plan [Member] | Maximum [Member]      
Expiration period   10 years  
2002 Stock Option Plan [Member]      
Number of shares granted   1,500  
Share-based compensation expense   $ 1,577,890  
Number of shares issued   123,395  
2017 & 2016 Stock Incentive Plan and 2012 Stock Option Plan [Member] | Employee [Member]      
Granted   50,000 2,897,500
Vesting period   4 years  
Number of shares granted     40,500
Weighted average exercise price   $ 0.60  
Weighted average grant date fair value   $ 513,510 $ 482,055
2016 Stock Incentive Plan [Member]      
Share-based compensation expense   4,719,265  
Compensation cost not yet recognized   $ 752,529  
Weighted average period for recognition   3 years 2 months 12 days  
Aggregate Stock-based Compensation [Member]      
Share-based compensation expense   $ 2,951,978  
Number of shares issued   130,000  
Common Stock [Member] | 2017 Stock Incentive Plan [Member] | Consultants and Service Providers [Member]      
Weighted average grant date fair value   $ 2,640,102 $ 1,532,702
Number of shares issued   79,153 97,440
Warrant [Member]      
Number of shares issued 21,000    
Warrant [Member] | Employee Stock Option [Member]      
Share-based compensation expense   $ 802,066  
XML 99 R86.htm IDEA: XBRL DOCUMENT v3.19.1
WARRANTS (Details) - $ / shares
 12 Months Ended
Dec. 31, 2018
Apr. 05, 2017
Mar. 15, 2017
Exercse Price   $ 18.00 $ 12.00
Exercise Price $0.20 [Member]      
Exercse Price $ 0.20    
Number outstanding 15,873    
Weighted average remaining contractual life (years) 7 years 10 months 2 days    
Weighted Average Exercise Price $ 0.20    
Number Exercisable 15,873    
Weighted Average Exercise Price $ 0.20    
Exercise Price $11.00 [Member]      
Exercse Price $ 11.00    
Number outstanding 14,182    
Weighted average remaining contractual life (years) 3 years 10 months 10 days    
Weighted Average Exercise Price $ 11.00    
Number Exercisable 14,182    
Weighted Average Exercise Price $ 11.00    
Exercise Price $12.00 [Member]      
Exercse Price $ 12.00    
Number outstanding 3,750    
Weighted average remaining contractual life (years) 4 years 3 months 30 days    
Weighted Average Exercise Price $ 12.00    
Number Exercisable 3,750    
Weighted Average Exercise Price $ 12.00    
Exercise Price $13.20 [Member]      
Exercse Price $ 13.20    
Number outstanding 7,407    
Weighted average remaining contractual life (years) 3 years 10 months 2 days    
Weighted Average Exercise Price $ 13.20    
Number Exercisable 7,407    
Weighted Average Exercise Price $ 13.20    
Exercise Price $14.00 [Member]      
Exercse Price $ 14.00    
Number outstanding 106,286    
Weighted average remaining contractual life (years) 3 years 10 months 13 days    
Weighted Average Exercise Price $ 14.00    
Number Exercisable 106,286    
Weighted Average Exercise Price $ 14.00    
Exercise Price $15.00 [Member]      
Exercse Price $ 15.00    
Number outstanding 6,795    
Weighted average remaining contractual life (years) 3 years 4 months 13 days    
Weighted Average Exercise Price $ 15.00    
Number Exercisable 6,795    
Weighted Average Exercise Price $ 15.00    
Exercise Price $16.00 [Member]      
Exercse Price $ 16.00    
Number outstanding 24,083    
Weighted average remaining contractual life (years) 1 year 8 months 8 days    
Weighted Average Exercise Price $ 16.00    
Number Exercisable 24,083    
Weighted Average Exercise Price $ 16.00    
Exercise Price $17.40 [Member]      
Exercse Price $ 17.40    
Number outstanding 86,207    
Weighted average remaining contractual life (years) 4 years 4 months 13 days    
Weighted Average Exercise Price $ 17.40    
Number Exercisable 86,207    
Weighted Average Exercise Price $ 17.40    
Exercise Price $18.80 [Member]      
Exercse Price $ 18.80    
Number outstanding 384,589    
Weighted average remaining contractual life (years) 4 years 4 months 17 days    
Weighted Average Exercise Price $ 18.80    
Number Exercisable 384,589    
Weighted Average Exercise Price $ 18.80    
Exercise Price $20.00 [Member]      
Exercse Price $ 20.00    
Number outstanding 14,000    
Weighted average remaining contractual life (years) 3 years 11 months 9 days    
Weighted Average Exercise Price $ 20.00    
Number Exercisable 14,000    
Weighted Average Exercise Price $ 20.00    
Exercise Price $22.00 [Member]      
Exercse Price $ 22.00    
Number outstanding 37,974    
Weighted average remaining contractual life (years) 2 years 8 months 5 days    
Weighted Average Exercise Price $ 22.00    
Number Exercisable 37,974    
Weighted Average Exercise Price $ 22.00    
Exercise Price $23.00 [Member]      
Exercse Price $ 23.00    
Number outstanding 85,000    
Weighted average remaining contractual life (years) 4 years 2 months 27 days    
Weighted Average Exercise Price $ 23.00    
Number Exercisable 85,000    
Weighted Average Exercise Price $ 23.00    
Exercise Price $26.00 [Member]      
Exercse Price $ 26.00    
Number outstanding 49,679    
Weighted average remaining contractual life (years) 4 years 3 months 14 days    
Weighted Average Exercise Price $ 26.00    
Number Exercisable 49,679    
Weighted Average Exercise Price $ 26.00    
Exercise Price $27.00 [Member]      
Exercse Price $ 27.00    
Number outstanding 55,556    
Weighted average remaining contractual life (years) 4 years 4 months 13 days    
Weighted Average Exercise Price $ 27.00    
Number Exercisable 55,556    
Weighted Average Exercise Price $ 27.00    
Exercise Price $44.00 [Member]      
Exercse Price $ 44.00    
Number outstanding 31,250    
Weighted average remaining contractual life (years) 4 years 22 days    
Weighted Average Exercise Price $ 44.00    
Number Exercisable 31,250    
Weighted Average Exercise Price $ 44.00    
Exercise Price $45.00 [Member]      
Exercse Price $ 45.00    
Number outstanding 5,625    
Weighted average remaining contractual life (years) 4 years 25 days    
Weighted Average Exercise Price $ 45.00    
Number Exercisable 5,625    
Weighted Average Exercise Price $ 45.00    
Exercise Price $50.00 [Member]      
Exercse Price $ 50.00    
Number outstanding 8,125    
Weighted average remaining contractual life (years) 4 years 25 days    
Weighted Average Exercise Price $ 50.00    
Number Exercisable 8,125    
Weighted Average Exercise Price $ 50.00    
Exercise Price $0.20 - 50.00 [Member]      
Number outstanding 936,381    
Weighted average remaining contractual life (years) 4 years 2 months 5 days    
Weighted Average Exercise Price $ 20.19    
Number Exercisable 936,381    
Weighted Average Exercise Price $ 20.19    
Exercise Price $0.20 - 50.00 [Member] | Minimum [Member]      
Exercse Price 0.20    
Exercise Price $0.20 - 50.00 [Member] | Maximum [Member]      
Exercse Price $ 50.00    
XML 100 R87.htm IDEA: XBRL DOCUMENT v3.19.1
WARRANTS (Details 1) - $ / shares
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Weighted average risk-free interest rate 2.41% 1.73%
Weighted average life (in years) 4 years 8 months 12 days 5 years
Volatility 131.70% 115.80%
Expected dividend yield 0.00% 0.00%
Warrant [Member]    
Weighted average life (in years) 4 years 9 months 18 days 4 years 9 months 18 days
Expected dividend yield 0.00% 0.00%
Weighted average grant-date fair value per share of warrants granted $ 15.80 $ 8.20
Warrant [Member] | Minimum [Member]    
Weighted average risk-free interest rate 2.41% 1.42%
Volatility 124.80% 98.50%
Warrant [Member] | Maximum [Member]    
Weighted average risk-free interest rate 2.94% 2.01%
Volatility 138.40% 128.70%
XML 101 R88.htm IDEA: XBRL DOCUMENT v3.19.1
WARRANTS (Details Narrative) - USD ($)
 1 Months Ended 2 Months Ended 12 Months Ended
Dec. 05, 2017
Nov. 02, 2017
Jul. 28, 2017
Jul. 25, 2017
Jun. 02, 2017
Apr. 05, 2017
Jun. 19, 2017
Jun. 30, 2017
Jun. 02, 2017
Dec. 31, 2018
Dec. 31, 2017
Aug. 10, 2017
Aug. 08, 2017
Aug. 03, 2017
Aug. 01, 2017
Apr. 26, 2017
Apr. 17, 2017
Mar. 15, 2017
Feb. 28, 2017
Number of warrants purchased           9,000                          
Exercise price of warrants (in dollars per share)           $ 18.00                       $ 12.00  
Number of shares issued, value                   $ 2,204,365                
Warrant [Member]                                      
Number of warrants purchased         50,000   91,000   50,000 1,166,681 431,543                
Exercise price of warrants (in dollars per share)         $ 22.00       $ 22.00   $ 16.60                
Number of shares issued             21,000                        
Shares issued price per share (in dollars per share)             $ 52,000                        
Number of shares issued, value             $ 1,092,000                        
Warrant [Member] | Subscription Agreement [Member]                                      
Number of warrants purchased     6,000                                
Exercise price of warrants (in dollars per share)     $ 11.00                                
Number of shares issued     10,000                                
Shares issued price per share (in dollars per share)     $ 11.00                                
Number of shares issued, value     $ 110,000                                
Warrant [Member] | Private Placement [Member]                                      
Number of warrants purchased       8,182                              
Exercise price of warrants (in dollars per share)       $ 11.00                              
Number of shares issued       13,636                              
Shares issued price per share (in dollars per share)       $ 11.00                              
Number of shares issued, value       $ 150,000                              
Warrant [Member] | Four Investor [Member]                                      
Number of warrants purchased               6,795                      
Exercise price of warrants (in dollars per share)               $ 15.00                      
Warrant [Member] | Several Accredited Investor [Member] | Exchange Agreement [Member]                                      
Number of warrants purchased 19,023                                    
Exercise price of warrants (in dollars per share) $ 22.00                                    
Number of shares issued 76,193                                    
Number of shares issued, value $ 690,000                                    
Warrant [Member] | Short-Term Loans [Member] | Four Investor [Member]                                      
Number of warrants purchased               11,219                      
Principal amount               $ 140,000                      
Professional fees               $ 75,000                      
Warrant [Member] | Series C Preferred Stock [Member]                                      
Number of warrants purchased         71,429       71,429                    
Exercise price of warrants (in dollars per share)         $ 14.00       $ 14.00                    
Number of shares issued                 100,000                    
Warrant [Member] | Series C Preferred Stock [Member]                                      
Number of warrants purchased             4,333                        
Exercise price of warrants (in dollars per share)             $ 20.00                        
Number of shares issued             21,667                        
Warrant [Member] | Series C Preferred Stock [Member] | Divine Capital Markets, LLC [Member] | Private Placement [Member]                                      
Number of warrants purchased                     2.1                
Number of shares issued                     9,100                
Shares issued price per share (in dollars per share)                     $ 14.40                
Description of commission percent                     For its services, the Placement Agent received, in addition to a 10.0% commission on the sale of each Unit and a 3.0% non-refundable expense allowance, warrants to purchase 10% of the Units sold at 120% of the Unit purchase price.                
Warrant [Member] | 6% Demand Promissory Notes [Member]                                      
Number of warrants purchased                                     16,667
Exercise price of warrants (in dollars per share)                                     $ 14.00
Warrant term                                     5 years
Principal amount                                     $ 400,000
Warrant [Member] | Demand Promissory Notes [Member]                                      
Exercise price of warrants (in dollars per share)         $ 22.00 $ 18.00     $ 22.00                    
Principal amount           $ 270,000                          
Number of shares issued         50,000 9,000                          
Warrant [Member] | 7% Two Convertible Notes [Member]                                      
Number of warrants purchased     4,167 4,167                         8,333    
Exercise price of warrants (in dollars per share)     $ 11.00 $ 11.00                         $ 18.00    
Principal amount                                 $ 250,000    
Warrant [Member] | 7% Convertible Note [Member]                                      
Number of warrants purchased                               8,000      
Exercise price of warrants (in dollars per share)                               $ 16.00      
Principal amount                               $ 104,000      
Warrant [Member] | 7% Convertible Note [Member] | Exchange Agreement [Member]                                      
Principal amount     $ 125,000                                
Warrant [Member] | 7% New Convertible Note Due on August 1, 2017 And 7% Convertible Note [Member]                                      
Principal amount     $ 110,000                   $ 34,000   $ 35,000        
Warrant [Member] | 12% Convertible Promissory Note [Member]                                      
Number of warrants purchased                           33,333          
Exercise price of warrants (in dollars per share)                           $ 14.00          
Principal amount                           $ 400,000          
Warrant [Member] | 10% Convertible Promissory Notes [Member]                                      
Number of warrants purchased                       73,750              
Exercise price of warrants (in dollars per share)                       $ 13.20              
Principal amount                       $ 880,000              
Warrant [Member] | 10% Convertible Promissory Notes [Member] | Aegis Capital Corp. [Member]                                      
Number of warrants purchased   7,407                                  
Exercise price of warrants (in dollars per share)   $ 13.20                                  
Principal amount   $ 1,111,000                                  
Professional fees   $ 80,800                                  
Warrant 1 [Member]                                      
Number of warrants purchased               4,423                      
Exercise price of warrants (in dollars per share)               $ 16.00                      
Second Warrant [Member] | Series C Preferred Stock [Member] | Divine Capital Markets, LLC [Member] | Private Placement [Member]                                      
Number of shares issued                     9,100                
Shares issued price per share (in dollars per share)                     $ 20.00                
XML 102 R89.htm IDEA: XBRL DOCUMENT v3.19.1
WARRANTS (Details Narrative 1) - USD ($)
 12 Months Ended
May 15, 2018
Apr. 24, 2018
Mar. 23, 2018
Mar. 22, 2018
Jan. 25, 2018
Oct. 05, 2017
Oct. 05, 2018
Apr. 16, 2018
Jan. 23, 2018
Apr. 05, 2017
Mar. 15, 2017
Number of warrants purchased                   9,000  
Exercise price of warrants (in dollars per share)                   $ 18.00 $ 12.00
Ault & Company [Member]                      
Number of warrants purchased           3,750          
Number of shares issued           3,750          
Shares issued (in dollars per share)           $ 12.00          
Exercise price of warrants (in dollars per share)           12.00          
Investor [Member] | 10% Senior Secured Convertible Promissory Note Due January 1, 2019 [Member]                      
Principal amount $ 6,000,000                    
Number of warrants purchased 288,442                    
Warrant [Member] | Ault & Company [Member]                      
Number of shares issued             3,750        
Shares issued (in dollars per share)           $ 12.00          
Aggregate offering price             $ 45,000        
Series A Warrant Shares [Member] | Investor [Member] | 10% Senior Secured Convertible Promissory Note Due January 1, 2019 [Member]                      
Number of warrants purchased 7,500                    
Exercise price of warrants (in dollars per share) $ 20.00                    
Warrant term 5 years                    
Series B Warrant Shares [Member] | Investor [Member] | 10% Senior Secured Convertible Promissory Note Due January 1, 2019 [Member]                      
Number of warrants purchased 86,207                    
Exercise price of warrants (in dollars per share) $ 17.40                    
Warrant term 5 years                    
10% Senior Convertible Promissory Notes [Member]                      
Principal amount               $ 1,722,000 $ 1,250,000    
Number of warrants purchased               49,679 31,250    
Interest rate on debt               12.00% 10.00%    
Exercise price of warrants (in dollars per share)               $ 26.00 $ 44.00    
Securities Purchase Agreements [Member]                      
Description of purchase and sale of future receipt         On January 25, 2018, the Company entered into three agreements for the Purchase and Sale of Future Receipt, pursuant to which the Company sold up to (i) $562,125 of the Company’s future receipts for a purchase price of $375,000, (ii) $337,275 in future receipts for a purchase price of $225,000 and (iii) $118,000 in future receipts for a purchase price of $100,000. Under the terms of these agreements, the Company issued warrants to purchase an aggregate of 5,625 shares of common stock at an exercise price of $45.00 per share of common stock and warrants to purchase 8,125 shares of common stock at an exercise price of $50.00 per share of common stock (See Note 18).            
Securities Purchase Agreements [Member] | Warrant [Member] | Investor [Member] | 10% Senior Secured Convertible Promissory Note Due January 1, 2019 [Member]                      
Aggregate purchase price $ 6,000,000                    
Number of warrants purchased 384,589                    
Securities Purchase Agreements [Member] | Series A Warrant Shares [Member] | Investor [Member] | 10% Senior Secured Convertible Promissory Note Due January 1, 2019 [Member]                      
Number of warrants purchased 96,147                    
Exercise price of warrants (in dollars per share) $ 18.80                    
Warrant term 5 years                    
Securities Purchase Agreements [Member] | Series B Warrant Shares [Member] | Investor [Member] | 10% Senior Secured Convertible Promissory Note Due January 1, 2019 [Member]                      
Number of warrants purchased 55,556                    
Exercise price of warrants (in dollars per share) $ 27.00                    
Warrant term 5 years                    
Securities Purchase Agreements [Member] | 10% Senior Convertible Promissory Notes [Member]                      
Principal amount     $ 1,000,000                
Number of warrants purchased     15,000                
Interest rate on debt     12.00%                
Number of shares issued     7,500                
Exercise price of warrants (in dollars per share)     $ 23.00                
Preferred Stock Purchase Agreement [Member]                      
Number of warrants purchased       62,500              
Number of shares issued       1,750,000              
Exercise price of warrants (in dollars per share)       $ 23.00              
Preferred Stock Purchase Agreement [Member] | Series B Preferred Stock [Member]                      
Number of warrants purchased   25,510                  
Number of shares issued   25,000                  
Exercise price of warrants (in dollars per share)   $ 14.00                  
XML 103 R90.htm IDEA: XBRL DOCUMENT v3.19.1
OTHER CURRENT LIABILITIES (Details) - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Other Current Liabilities    
Accrued payroll and payroll taxes $ 1,497,470 $ 359,512
Warranty liability 86,495 86,495
Other accrued expenses 284,437 262,384
Total $ 1,868,402 $ 708,391
XML 104 R91.htm IDEA: XBRL DOCUMENT v3.19.1
ADVANCES ON FUTURE RECEIPTS (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Mar. 31, 2018
Apr. 05, 2017
Mar. 15, 2017
Purchase warrant       9,000  
Exercise price of warrants (in dollars per share)       $ 18.00 $ 12.00
Purchase and Sale Agreement [Member] | TVT Capital LLC [Member]          
Amortization of debt discounts $ 258,370        
Non-cash interest expense 2,489,403 $ 599,337      
Purchase and Sale Agreement [Member] | Philou Ventures, LLC [Member]          
Cost of future receipts 5,632,400 4,068,352      
Aggregate Value of future receipts $ 4,100,000 2,889,175      
Repayment of future receipts   $ 1,525,547      
Financing receivable, discount     $ 1,651,193    
Purchase and Sale Agreement [Member] | Philou Ventures, LLC [Member] | First Warrant [Member]          
Purchase warrant     5,625    
Exercise price of warrants (in dollars per share)     $ 45.00    
Purchase and Sale Agreement [Member] | Philou Ventures, LLC [Member] | Second Warrant [Member]          
Purchase warrant     8,125    
Exercise price of warrants (in dollars per share)     $ 50.00    
XML 105 R92.htm IDEA: XBRL DOCUMENT v3.19.1
REVOLVING CREDIT FACILITY (Details Narrative) - Revolving Credit Facility [Member] - Gerber Finance Inc ("Gerber") [Member] - Revolving loan agreement [Member] - USD ($)
 1 Months Ended
Jul. 31, 2017
Sep. 30, 2015
Maximum revolving amount $ 1,400,000 $ 1,400,000
Description of facility interest rate Interest accrued at the prime rate plus three and three-quarters percent (3.75%) on the unpaid principal. Effective June 15, 2017, the prime rate was increased from 4.00% to 4.25% resulting in a base rate of 8.00%. Interest accrued at the prime rate plus three and three-quarters percent (3.75%) on the unpaid principal. Effective June 15, 2017, the prime rate was increased from 4.00% to 4.25% resulting in a base rate of 8.00%.
Interest rate during period 8.00% 8.00%
Percentage of fees 2.50% 2.50%
XML 106 R93.htm IDEA: XBRL DOCUMENT v3.19.1
NOTES PAYABLE (Details) - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Total notes payable $ 7,002,819 $ 927,726
Less: Unamortized debt discounts (151,499)
Unamortized financing cost (7,541)
Total notes payable, net of financing cost 6,843,779 927,726
Less: current portion (6,388,787) (402,234)
Notes payable - long-term portion 483,659 525,492
Other Short Term Notes Payable [Member]    
Total notes payable 1,033,553
12% Short Term Promissory Notes [Member]    
Total notes payable 1,000,000
Notes Payable To Wells Fargo [Member]    
Total notes payable 291,988 300,130
Note Payable To Dept. Of Economic And Community Development [Member]    
Total notes payable 260,169 292,509
Power-Plus Credit Facilities [Member]    
Total notes payable 170,473
Note Payable To Power-Plus Member [Member]    
Total notes payable 13,250 130,125
Note Payable To Peoples United Bank [Member]    
Total notes payable 18,589 19,489
8% Short Term Promissory Note [Member]    
Total notes payable 1,272,600  
12% September 2018 Short-Term Promissory Note [Member]    
Total notes payable 789,473  
October 18 Short-Term Promissory Note [Member]    
Total notes payable 565,000  
Microphase December 2018 Short Term Promissory Note [Member]    
Total notes payable 200,000  
10% Short Term Promissory Notes [Member]    
Total notes payable 15,000
Short Term Bank Credit [Member]    
Total notes payable $ 1,558,197
XML 107 R94.htm IDEA: XBRL DOCUMENT v3.19.1
NOTES PAYABLE (Details Narrative) - USD ($)
 1 Months Ended 3 Months Ended 6 Months Ended 7 Months Ended 8 Months Ended 12 Months Ended
Dec. 31, 2018
Dec. 31, 2018
Dec. 31, 2018
Dec. 28, 2018
Nov. 29, 2018
Oct. 31, 2018
Oct. 11, 2018
Oct. 09, 2018
Sep. 30, 2018
Aug. 28, 2018
Aug. 23, 2018
Aug. 16, 2018
Aug. 16, 2018
Aug. 10, 2018
Aug. 03, 2018
Jul. 13, 2018
Jun. 08, 2018
May 23, 2018
May 15, 2018
Mar. 23, 2018
Mar. 23, 2018
Feb. 26, 2018
Feb. 20, 2018
Feb. 07, 2018
Jan. 25, 2018
Jan. 23, 2018
Dec. 14, 2017
Dec. 05, 2017
Oct. 18, 2017
Jun. 28, 2017
Jun. 02, 2017
Apr. 05, 2017
Feb. 23, 2017
Aug. 31, 2016
Dec. 31, 2016
Aug. 31, 2016
Mar. 31, 2018
Mar. 31, 2017
Jun. 30, 2017
Dec. 29, 2017
Dec. 31, 2017
Dec. 31, 2018
Dec. 31, 2017
Dec. 29, 2017
Jun. 05, 2018
Mar. 27, 2018
Mar. 28, 2017
Mar. 15, 2017
Feb. 28, 2017
Share price $ 2.00 $ 2.00 $ 2.00                                                                             $ 2.00              
Amount of shares issued                                                                                   $ 2,204,365            
Total notes payable $ 7,002,819 $ 7,002,819 $ 7,002,819                                                                           $ 927,726 7,002,819 927,726            
Warrant issued                                                               9,000                                  
Exercise price of warrants (in dollars per share)                                                               $ 18.00                               $ 12.00  
Debt discount 151,499 151,499 151,499                                                                           151,499            
Number of convertible securities cancellation                                                               18,000                                  
Exercise price of convertible securities                                                               $ 15.00                                  
Value of convertible securities per share                                                                                   2,446,117 4,036,601            
Proceeds from related party                                                                                   350,000            
Proceeds from short term debt                                                                                   762,000 $ 2,439,000            
Debt issuance costs 367,200 $ 367,200 367,200                                                                             367,200              
Promissory Note [Member]                                                                                                  
Principal amount                                       $ 2,100,000 $ 2,100,000                                                        
Debt payment term                                       For a term of two months, subject to the Company’ ability to prepay within one month.                                                          
Net proceeds from issuance of debt                                       $ 1,750,000                                                          
Original issue discount                                       $ 350,000                                           $ 350,000              
Common Stock [Member]                                                                                                  
Issuance of common stock for conversion of debt (in shares)                                                                                   211,225 337,990            
Value of convertible securities per share                                                                                   $ 212 $ 338            
Common Stock And Warrants [Member] | Promissory Note [Member]                                                                                                  
Warrant issued                                       62,500 62,500                                                        
Exercise price of warrants (in dollars per share)                                       $ 23.00 $ 23.00                                                        
Original debt amount                                       $ 1,000,000                                                          
Institutional Investor [Member] | Two 5% Promissory Notes [Member]                                                                                                  
Maturity date                                                 Feb. 23, 2018                                                
Accrued interest on debt                                                 $ 5,101,127                                                
Principal amount                                                 2,500,000                                                
Original debt amount                                                 $ 5,000,000                                                
Description of extension of maturity date                                                 30-day extension                                                
Securities Purchase Agreement [Member]                                                                                                  
Number of shares issued                                                     92,583                                            
Securities Purchase Agreement [Member] | Common Stock And Warrants [Member] | 12% Promissory Note [Member]                                                                                                  
Maturity date                                         Jun. 22, 2018                                                        
Principal amount                                       $ 1,000,000 $ 1,000,000                                                        
Interest rate                                       12.00% 12.00%                                                        
Warrant issued                                       22,500 22,500                                                        
Exercise price of warrants (in dollars per share)                                       $ 23.00 $ 23.00                                                        
Debt discount                                       $ 271,565 $ 271,565                                                        
Interest expense     271,565                                                                                            
Original issue discount     100,000                                                                                            
Debt issuance costs                                       $ 900,000 $ 900,000                                                        
Enertec [Member]                                                                                                  
Debt instrument periodic payment   Either on a monthly or weekly basis.                                                                                              
Description of interest on the principal amount   The Company incurred $47,076 of interest from Enertec’s short term bank credit.                                                                                              
Short term bank credit 1,558,197 $ 1,558,197 1,558,197                                                                             1,558,197              
8% Notes payable to Lucosky Brookman, LLP Due On November 25, 2017 [Member] | Microphase Corporation [Member]                                                                                                  
Number of shares issued                                                                                       10,000          
Total notes payable                                                             $ 450                                    
8% Notes payable to Lucosky Brookman, LLP Due On November 25, 2017 [Member] | Microphase Corporation [Member] | Redeemable Convertible Series B Preferred Stock [Member]                                                                                                  
Number of shares issued                                                                                       30,000          
Interest expense                                                                               $ 21,000                  
Issuance of common stock for conversion of debt (in shares)                                                             10,000                                    
Value of convertible securities per share                                                             $ 45                                    
Note payable to Department of Economic and Community Development Due in August 2026 [Member] | Department of Economic and Community Development ("DECD") [Member]                                                                                                  
Total notes payable                                                                   $ 300,000   $ 300,000                          
Interest rate                                                                   3.00%   3.00%                          
Interest expense                                                                                   9,286              
Debt payment term                                                                       Payment of principal and interest commenced in September 2017, payable in equal monthly installments over the remaining term.                          
Repaid loan                                                                   $ 35                              
Power-Plus Credit Facilities [Member]                                                                                                  
Total notes payable                                                                           170,473 170,473            
Notes Payable To Wells Fargo [Member]                                                                                                  
Total notes payable 291,988 291,988 291,988                                                                           300,130 291,988 $ 300,130            
Notes Payable To Wells Fargo [Member] | Former officer [Member]                                                                                                  
Principal amount $ 210,822 $ 210,822 $ 210,822                                                                             $ 210,822              
Interest rate 4.00% 4.00% 4.00%                                                                             4.00%              
Interest expense                                                                                   $ 17,629              
Second line of credit [Member] | Chief Executive Officer [Member]                                                                                                  
Principal amount $ 81,166 $ 81,166 $ 81,166                                                                             $ 81,166              
Interest rate 3.00% 3.00% 3.00%                                                                             3.00%              
Nineteen accredited investors [Member] | 10% short term promissory notes [Member] | Microphase Corporation [Member]                                                                                                  
Number of shares issued                                                       76,193                                          
Principal amount                                                       $ 690,000                                          
Total notes payable                                                                     $ 705,000                            
Term of notes payable                                                                     1 year                            
Accrued interest on debt                                                       $ 250,323                                          
Debt instrument periodic payment                                                                                     Payable in 24 equal monthly installments.            
Interest rate                                                       2200.00%                                          
Warrant issued                                                       19,023                                          
Interest expense                                                                         $ 5,615                        
Proceeds from Convertible Debt                                                                     $ 634,500                            
Placement fees                                                                     $ 70,500                            
Debt payment term                                                                     The amount due pursuant to the 10% Short-Term Notes was equal to the entire original principal amount multiplied by 125% (the “Loan Premium”) plus accrued interest.                            
Principal payments                                                                         $ 15,000                        
Several Investor [Member] | Demand Promissory Notes [Member]                                                                                                  
Principal amount                                                                                             $ 270,000    
Interest rate                                                                                             6.00%    
Interest expense                                                                             $ 109,000                    
Eight Accredited Investor [Member] | Demand Promissory Notes [Member]                                                                                                  
Number of shares issued                                                                 333,333                                
Principal amount                                                                                                 $ 400,000
Interest rate                                                                                                 6.00%
Warrant issued                                                                                                 16,667
Exercise price of warrants (in dollars per share)                                                                                                 $ 14.00
Debt discount                                                                                                 $ 151,000
Interest expense                                                                           $ 13,333                      
Extinguishment price (in dollars per share)                                                                 $ 12.00                                
Institutional Investor [Member] | 12% Term Promissory Notes [Member]                                                                                                  
Maturity date                 Dec. 31, 2018                                                                                
Purchase price                 $ 750,000                                                                                
Principal amount                 $ 789,473                                                                                
Interest rate                 12.00%                                                                                
Institutional Investor [Member] | Common Stock [Member] | 12% Term Promissory Notes [Member]                                                                                                  
Number of shares issued           450,000                                                                                      
Institutional Investor [Member] | Securities Purchase Agreement [Member]                                                                                                  
Number of shares issued                                     17,241             34,597                                              
Maturity date             Dec. 08, 2018         Feb. 15, 2019                                                                          
Principal amount             $ 565,000         $ 1,212,000 $ 1,212,000                                                                        
Interest rate                       8.00% 8.00%                                                                        
Net proceeds from issuance of debt             $ 510,000         $ 1,010,000                                                                          
Original issue discount         $ 60,600                                                                                        
Outstanding principal balance $ 1,272,600 $ 1,272,600 $ 1,272,600                                                                             $ 1,272,600              
Description of interest on the principal amount             The Company was required to pay $27,500 of interest.                                                                                    
Institutional Investor [Member] | Securities Purchase Agreement [Member] | Common Stock [Member]                                                                                                  
Number of shares issued             20,000         20,000                                                                          
Institutional Investor [Member] | Microphase [Member] | Secured Promissory Note [Member]                                                                                                  
Maturity date       Mar. 31, 2019                                                                                          
Principal amount       $ 200,000                                                                                          
Interest rate       10.00%                                                                                          
Accredited Investor [Member] | Demand Promissory Notes [Member]                                                                                                  
Maturity date                                               Apr. 24, 2018                                                  
Principal amount                                               $ 440,000                                                  
Net proceeds from issuance of debt                                               400,000                                                  
Original issue discount                                               $ 40,000                                                  
Accredited Investor [Member] | 10% Promissory Note [Member]                                                                                                  
Maturity date                                           Apr. 27, 2018                                                      
Principal amount                                           $ 330,000                                               $ 200,000      
Debt instrument periodic payment                                           The principal and accrued interest on this note was due and payable on April 12, 2018, subject to a 30-day extension available to the Company.                                                      
Net proceeds from issuance of debt                                           $ 300,000                                                      
Original issue discount 35,991                                         $ 30,000                                                      
Outstanding principal balance                                                                                           $ 200,000      
Accredited Investor [Member] | Promissory Note [Member]                                                                                                  
Maturity date                                   Aug. 20, 2018                                                              
Principal amount                                   $ 81,000                                                              
Debt instrument periodic payment                                   This promissory note was paid on July 25, 2018.                                                              
Net proceeds from issuance of debt                                   $ 75,000                                                              
Original issue discount                                   6,000                                                              
Accredited Investor [Member] | Promissory Note [Member]                                                                                                  
Principal amount                                   $ 360,000                                                              
Accredited Investor [Member] | Promissory Note [Member]                                                                                                  
Maturity date                                   Jun. 22, 2018                                                              
Debt instrument periodic payment                                   The outstanding balance on this note was paid on July 2, 2018.                                                              
Net proceeds from issuance of debt                                   $ 300,000                                                              
Original issue discount                                   $ 60,000                                                              
Accredited Investor [Member] | Promissory Note [Member]                                                                                                  
Maturity date                                 Jul. 09, 2018                                                                
Principal amount                                 $ 511,750                                                                
Net proceeds from issuance of debt                                 445,000                                                                
Original issue discount                                 66,750                                                                
Outstanding principal balance                                 $ 54,750                                                                
Loans received                                                                                         $ 75        
Accredited Investor [Member] | 15% Promissory Note [Member]                                                                                                  
Principal amount                               $ 176,000                                                                  
Net proceeds from issuance of debt                               155,000                                                                  
Original issue discount                               16,000                                                                  
Outstanding principal balance 124,303 124,303 124,303                                                                             124,303              
Debt issuance costs                               $ 5,000                                                                  
Accredited Investor [Member] | 12% Promissory Note [Member]                                                                                                  
Maturity date                           Aug. 10, 2019                                                                      
Principal amount                           $ 550,000                                                                      
Net proceeds from issuance of debt                           500,000                                                                      
Original issue discount                           $ 50,000                                                                      
Accredited Investor [Member] | 8% Promissory Note [Member]                                                                                                  
Maturity date                         Oct. 05, 2018                                                                        
Principal amount                       $ 225,000 $ 225,000                                                                        
Net proceeds from issuance of debt                         200,000                                                                        
Original issue discount                         $ 25,000                                                                        
Outstanding principal balance 159,500 159,500 159,500                                                                             159,500              
Accredited Investor [Member] | Promissory Note [Member]                                                                                                  
Maturity date                     Sep. 24, 2018                                                                            
Principal amount                     $ 85,000                                                                            
Net proceeds from issuance of debt                     75,000                                                                            
Original issue discount                     $ 10,000                                                                            
Outstanding principal balance 85,000 85,000 85,000                                                                             85,000              
Description of extension of maturity date                     28-day extension                                                                            
Accredited Investor [Member] | Promissory Note [Member]                                                                                                  
Maturity date                   Sep. 14, 2018                                                                              
Principal amount                   $ 115,000                                                                              
Net proceeds from issuance of debt                   100,000                                                                              
Original issue discount                   $ 15,000                                                                              
Description of extension of maturity date                   10-business day cure period                                                                              
Accredited Investor [Member] | Promissory Note [Member]                                                                                                  
Maturity date               Oct. 23, 2018                                                                                  
Principal amount               $ 60,000                                                                                  
Net proceeds from issuance of debt               50,000                                                                                  
Original issue discount               $ 10,000                                                                                  
Outstanding principal balance 60,000 60,000 60,000                                                                             60,000              
Accredited Investor [Member] | Promissory Note [Member]                                                                                                  
Maturity date                                             Mar. 22, 2018                                                    
Principal amount                                             $ 900,000                                                    
Debt discount                                             604,227                                                    
Interest expense                                             150,000                                                    
Net proceeds from issuance of debt                                             750,000                                                    
Original issue discount                                             150,000                                                    
Cancellation of principal                                             $ 750,000                                                    
Accredited Investor [Member] | Agreement [Member] | Promissory Note [Member]                                                                                                  
Description of extension of maturity date                             From July 9, 2018 to August 31, 2018.                                                                    
Description of extension fee                             The Company agreed to pay the lender an extension fee of 100,000 shares of common stock.                                                                    
Other Short Term Notes Payable [Member]                                                                                                  
Total notes payable 1,033,553 1,033,553 1,033,553                                                                           1,033,553            
Other Short Term Notes Payable [Member] | Five Accredited Investor [Member]                                                                                                  
Warrant term                                                                                 5 years                
Warrant issued                                                                                 11,219   11,219            
Exercise price of warrants (in dollars per share)                                                                                 $ 15.40   $ 15.40            
Debt discount                                                                             $ 95,000                    
Amount of share cancelled                                                           $ 55,000                                      
Number of share cancelled                                                           5,000                                      
Description of conversion                                                           An additional $75,000 in short-term loans from the Company’s corporate counsel was converted into the Company’s equity securities; $52,000 was converted into one of the Series C Units and $23,000 was converted into the Company’s common stock. The Company did not record any additional interest expense as a result of the extinguishment of $130,000 in short-term loans since the carrying amount of the short-term loans was equivalent to the fair value of the consideration transferred, which was determined from the closing price of the Company’s equity securities on the date of extinguishment. During the year ended December 31, 2017, the Company also repaid $157,000 in short-term loans.                                      
Proceeds from related party                                                                                 $ 75,000                
Proceeds from short term debt                                                                                 297,000                
Other Short Term Notes Payable [Member] | Four Accredited Investor [Member]                                                                                                  
Share price (in dollars per share)                                                           $ 11.00                                      
Promissory Note [Member] | Power-Plus Credit Facilities [Member] | Asset Purchase Agreement [Member]                                                                                                  
Number of shares issued                                                         6,940                                        
Share price                                                         $ 13.40                                        
Amount of shares issued                                                         $ 93,000                                        
Total notes payable 13,250 13,250 13,250                                                                             13,250              
Principal amount                                                                                 255,000   $ 255,000            
Principal payments                                                                                   116,875              
Two equity lines of credit [Member] | Power-Plus Credit Facilities [Member] | Bank of America NA ("B of A") [Member]                                                                                                  
Total notes payable                                                                                 $ 170,473   $ 170,473            
Overdraft credit line [Member] | Note payable to People's United Bank [Member]                                                                                                  
Total notes payable $ 18,589 $ 18,589 $ 18,589                                                               $ 20,000             $ 18,589              
Interest rate                                                                     15.00%                            
XML 108 R95.htm IDEA: XBRL DOCUMENT v3.19.1
NOTES PAYABLE - RELATED PARTIES (Details) - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Total notes payable $ 308,984 $ 309,317
Less: current portion (166,925) (133,569)
Notes payable - long-term portion 142,059 175,748
Former Officer And Employee [Member]    
Total notes payable [1] $ 308,984 $ 309,317
[1] Microphase is a party to several notes payable agreements with seven of its past officers, employees and their family members. As of December 31, 2018, the aggregate outstanding balance pursuant to these notes payable agreements, inclusive of $57,752 of accrued interest, was $366,736, with annual interest rates ranging between 3.00% and 6.00%. During the year ended December 31, 2018, Microphase incurred $10,897 of interest on these notes payable agreements. In July 2016, one of these noteholders initiated litigation to collect the balance owed under the terms of his respective agreement. In October 2017, Microphase and the noteholder entered into a settlement agreement whereby Microphase agreed to pay the outstanding principal and interest of $122,000 and $43,000, respectively, by issuing to the noteholder 95,834 shares of Microphase common stock valued at $115,000 and paying $25,000 in cash. The value of the Microphase common stock was derived from the Company's recent acquisition of a majority interest in Microphase. Further, the parties agreed a final $25,000 would be paid within 18 months of the settlement agreement or Microphase would be required to pay the noteholder an additional $25,000.
XML 109 R96.htm IDEA: XBRL DOCUMENT v3.19.1
NOTES PAYABLE - RELATED PARTIES (Details Narrative)
 12 Months Ended
Dec. 31, 2018
USD ($)
Number
shares
Dec. 31, 2017
USD ($)
Oct. 31, 2017
USD ($)
Dec. 29, 2016
USD ($)
Notes payable from related parties $ 166,925 $ 133,569    
Amount of shares issued $ 2,204,365    
Former Officer And Employee [Member] | Notes Payable, Other Payables [Member]        
Number of officers and employees | Number 7      
Principal amount $ 57,752      
Notes payable from related parties 366,736      
Interest payable $ 10,897   $ 43,000  
Notes payable outstanding     $ 122,000  
Number of shares issued | shares 95,834      
Amount of shares issued $ 115,000      
Amount of shares issued in cash 25,000      
Periodic payment $ 25,000      
MCKEA [Member] | Notes Payable, Other Payables [Member]        
Notes payable from related parties       $ 250,000
Debt instrument, interest rate       6.00%
Minimum [Member] | Former Officer And Employee [Member] | Notes Payable, Other Payables [Member]        
Debt instrument, interest rate 3.00%      
Maximum [Member] | Former Officer And Employee [Member] | Notes Payable, Other Payables [Member]        
Debt instrument, interest rate 6.00%      
XML 110 R97.htm IDEA: XBRL DOCUMENT v3.19.1
CONVERTIBLE NOTES (Details) - USD ($)
Dec. 31, 2018
Dec. 31, 2017
Convertible note $ 7,997,126 $ 752,000
Unamortized debt discounts (1,189,276) (351,573)
Unamortized financing cost (65,356) (2,549)
Convertible notes payable, net of financing cost 6,742,494 397,878
10% Convertible Secured Notes [Member]    
Convertible note 7,997,126
5% Convertible Secured Notes [Member]    
Convertible note 550,000
12% Convertible Secured Note [Member]    
Convertible note $ 202,000
XML 111 R98.htm IDEA: XBRL DOCUMENT v3.19.1
CONVERTIBLE NOTES (Details Narrative)
 3 Months Ended 12 Months Ended
Dec. 07, 2018
USD ($)
$ / shares
Oct. 11, 2018
USD ($)
Sep. 25, 2018
USD ($)
Aug. 31, 2018
USD ($)
$ / shares
shares
Aug. 16, 2018
USD ($)
Jul. 02, 2018
USD ($)
$ / shares
shares
May 15, 2018
$ / shares
shares
Apr. 16, 2018
USD ($)
Number
$ / shares
shares
Apr. 16, 2018
USD ($)
Number
$ / shares
shares
Feb. 09, 2018
shares
Jan. 31, 2018
shares
Jan. 23, 2018
USD ($)
$ / shares
shares
Jan. 10, 2018
shares
Dec. 28, 2017
USD ($)
shares
Dec. 14, 2017
USD ($)
shares
Dec. 04, 2017
USD ($)
$ / shares
shares
Nov. 02, 2017
USD ($)
$ / shares
shares
Nov. 02, 2017
USD ($)
$ / shares
shares
Nov. 02, 2017
USD ($)
$ / shares
shares
Aug. 10, 2017
USD ($)
Number
$ / shares
shares
Jul. 25, 2017
USD ($)
shares
Apr. 17, 2017
USD ($)
Number
$ / shares
shares
Jun. 30, 2017
USD ($)
Dec. 31, 2018
USD ($)
Number
$ / shares
shares
Dec. 31, 2017
USD ($)
shares
Aug. 03, 2017
$ / shares
shares
Apr. 05, 2017
$ / shares
shares
Mar. 15, 2017
$ / shares
Number of warrants purchased | shares                                                     9,000  
Exercise price of warrants | $ / shares                                                     $ 18.00 $ 12.00
Amortization of debt issuance costs                                               $ 11,191,055 $ 4,688,630      
Debt discount                                               151,499      
Fair value of common stock                                               405,024        
Debt issuance costs                                               367,200        
Number of shares issued, value                                               2,204,365      
Risk Free Interest Rate [Member]                                                        
Debt instrument measurement input | Number                                               0.0294        
Option Volatility [Member]                                                        
Debt instrument measurement input | Number                                               1.279        
Non-Cash Interest Expense [Member]                                                        
Amortization of debt issuance costs                                               $ 2,169,613        
Black-Scholes Option Pricing Model [Member]                                                        
Debt discount                                 $ 423,593 $ 423,593 $ 423,593                  
10% Convertible Notes [Member]                                                        
Debt instrument interest rate                                               10.00%        
Principal amount                                               $ 6,000,000        
Description of interest on the principal amount                                               The principal amount with 50% of the total interest due on the principal payable at the closing and the remaining 50% payable over the term of the 10% Convertible Note.        
Third 10% Convertible Notes [Member] | Non-Cash Interest Expense [Member]                                                        
Amortization of debt issuance costs                                               $ 135,144        
10% Convertible Notes And Second 10% Convertible Note [Member] | Non-Cash Interest Expense [Member]                                                        
Amortization of debt issuance costs                                               1,356,960        
Alliance Global Partners [Member]                                                        
Professional fees                                               300,000        
Warrants [Member]                                                        
Debt discount                                               $ 2,169,613        
Warrants [Member] | Risk Free Interest Rate [Member]                                                        
Debt instrument measurement input | Number               0.0294 0.0294                     0.0178       0.0179        
Warrants [Member] | Option Volatility [Member]                                                        
Debt instrument measurement input | Number               1.279 1.279                     1.073       1.073        
Warrants [Member] | Black-Scholes Option Pricing Model [Member]                                                        
Number of warrants purchased | shares                                       73,750                
Debt discount                                       $ 356,691       $ 1,397,389        
Warrants [Member] | Alliance Global Partners [Member]                                                        
Number of warrants purchased | shares                                               7,500        
Exercise price of warrants | $ / shares                                               $ 20.00        
Warrants [Member] | Black-Scholes Option Pricing Model [Member]                                                        
Debt discount               $ 539,360 $ 539,360                             $ 167,203        
Securities Purchase Agreement [Member]                                                        
Number of shares issued (in shares) | shares                             92,583                          
Fair value of common stock               $ 128,524 $ 128,524                                      
Number of additional shares issued | shares                   27,174                                    
Payment of debt                             $ 1,111,000                          
Securities Purchase Agreement [Member] | 10% Convertible Notes [Member]                                                        
Debt instrument, conversion price (in dollars per share) | $ / shares             $ 15.00                                          
Debt instrument interest rate             10.00%                                          
Description of debt instrument conversion price terms             But could only be converted if an event of default thereunder had occurred and not been cured on a timely basis.                                          
Securities Purchase Agreement [Member] | 5% Convertible Notes [Member]                                                        
Number of shares issued (in shares) | shares                                               7,500        
Debt instrument, conversion price (in dollars per share) | $ / shares                               $ 12.00                        
Debt instrument interest rate                               5.00%                        
Principal amount                               $ 550,000                        
Debt discount                                               $ 550,000        
Debt instrument maturity date                               Aug. 13, 2018                        
Number of convertible share issued | shares                     46,082                                  
Debt instrument beneficial conversion feature                               $ 244,260               244,260        
Number of shares issued, value                                               25,740        
Original issue discount                               50,000               $ 50,000        
Net proceeds from issuance of debt                               $ 500,000                        
Interest payment maturity terms                               Jun. 03, 2018                        
Securities Purchase Agreement [Member] | 5% Convertible Notes [Member] | Non-Cash Interest Expense [Member]                                                        
Amortization of debt issuance costs                                                 380,769      
Securities Purchase Agreement [Member] | 12% Convertible Notes [Member]                                                        
Number of warrants purchased | shares               49,679 49,679                                      
Exercise price of warrants | $ / shares               $ 26.00 $ 26.00                                      
Warrants maturity terms               5 years 5 years                                      
Number of shares issued (in shares) | shares                           18,438                            
Debt instrument, conversion price (in dollars per share) | $ / shares               $ 14.00 $ 14.00                             $ 11.00        
Debt instrument interest rate       10333300.00%                   481800.00%                   12.00%        
Amortization of debt issuance costs                                                 211,658      
Principal amount               $ 1,722,222 $ 1,722,222         $ 198,000                   $ 400,000        
Debt instrument maturity date                 Oct. 16, 2018                             Aug. 13, 2018        
Number of convertible share issued | shares                         18,884                              
Debt instrument beneficial conversion feature                                               $ 186,797        
Original issue discount                 $ 172,222                             40,000        
Net proceeds from issuance of debt                 1,550,000                             $ 360,000        
Interest payment maturity terms                                               Aug. 03, 2018        
Payment of debt       $ 1,722,222                                                
Securities Purchase Agreement [Member] | 12% Convertible Notes [Member]                                                        
Amortization of debt issuance costs                                               $ 885,106        
Securities Purchase Agreement [Member] | 10% Senior Convertible Promissory Note [Member]                                                        
Number of shares issued (in shares) | shares                       27,174                                
Debt instrument, conversion price (in dollars per share) | $ / shares                       $ 40.00                                
Principal amount                       $ 1,250,000                                
Number of convertible share issued | shares                       31,250                                
Securities Purchase Agreement [Member] | 5% Convertible Note [Member]                                                        
Number of warrants purchased | shares                                 7,407 7,407 7,407                  
Number of shares issued (in shares) | shares                                 15,000                      
Debt instrument, conversion price (in dollars per share) | $ / shares                                 $ 12.00 $ 12.00 $ 12.00                  
Amortization of debt issuance costs                                                 $ 828,668      
Principal amount                                 $ 1,111,000 $ 1,111,000 $ 1,111,000                  
Debt discount                                 722,868 722,868 722,868                  
Debt issuance costs                                 105,800 $ 105,800 $ 105,800         $ 106        
Original issue discount                                 $ 101,000                      
Securities Purchase Agreement [Member] | 5% Convertible Note [Member] | Restricted Stock [Member]                                                        
Number of shares issued (in shares) | shares                                   15,000                    
Securities Purchase Agreement [Member] | 10% Senior Convertible Promissory Note [Member]                                                        
Number of warrants purchased | shares                                                 77,871      
Number of shares issued (in shares) | shares                                       73,750                
Debt instrument, conversion price (in dollars per share) | $ / shares                                       $ 13.20                
Amortization of debt issuance costs                                                 $ 54,450      
Principal amount                                       $ 880,000                
Debt instrument maturity date                                       Feb. 10, 2018                
Debt instrument beneficial conversion feature                                       $ 326,809                
Shares issued (in dollars per share) | $ / shares                                       $ 12.00                
Original issue discount                                       $ 80,000                
Net proceeds from issuance of debt                                       800,000                
Payment of debt                                                 $ 880,000      
Securities Purchase Agreement [Member] | 7% Convertible Notes [Member]                                                        
Debt instrument, conversion price (in dollars per share) | $ / shares                                           $ 15.00            
Amortization of debt issuance costs                                             $ 92,607          
Principal amount                                           $ 250,000            
Debt discount                                           $ 93,607            
Debt instrument maturity date                                           Jun. 02, 2017            
Debt instrument beneficial conversion feature                                           $ 31,304            
Payment of debt                                         $ 144,000              
Number of convertible notes | Number                                           2            
Additional interest expense                                         17,226              
Additional non cash expense                                         $ 2,641              
Securities Purchase Agreement [Member] | Institutional Investor [Member]                                                        
Number of shares issued (in shares) | shares             17,241         34,597                                
Principal amount   $ 565,000     $ 1,212,000                                              
Description of interest on the principal amount   The Company was required to pay $27,500 of interest.                                                    
Debt instrument maturity date   Dec. 08, 2018     Feb. 15, 2019                                              
Net proceeds from issuance of debt   $ 510,000     $ 1,010,000                                              
Outstanding principal balance and accured interest                       $ 1,383,884                                
Securities Purchase Agreement [Member] | Institutional Investor [Member] | Restricted Stock [Member]                                                        
Number of shares issued (in shares) | shares                               7,500                        
Securities Purchase Agreement [Member] | Institutional Investor [Member] | Second 10% Convertible Notes [Member]                                                        
Number of shares issued (in shares) | shares           200,000                                            
Debt instrument, conversion price (in dollars per share) | $ / shares           $ 15.00                                            
Debt instrument interest rate           10.00%                                            
Principal amount           $ 1,000,000                                            
Securities Purchase Agreement [Member] | Institutional Investor [Member] | Third 10% Convertible Notes [Member]                                                        
Number of shares issued (in shares) | shares       31,000                                                
Debt instrument, conversion price (in dollars per share) | $ / shares       $ 8.00                                                
Debt instrument interest rate       10.00%                                                
Principal amount       $ 2,000,000                                                
Description of interest on the principal amount       as to fifty percent (50%) of the amount due thereunder, and the remaining fifty percent (50%) due thereunder to May 15, 2019.                                                
Debt issuance costs       $ 200,500                                                
Debt instrument maturity date       Feb. 15, 2019                                                
Number of convertible share issued | shares       250,000                                                
Number of additional shares issued | shares       31,000                                                
Debt instrument beneficial conversion feature       $ 910,419                                                
Number of shares issued, value       $ 259,919                                                
Number of restricted stock issued | shares       31,000                                                
Securities Purchase Agreement [Member] | Institutional Investor [Member] | 12% Convertible Notes [Member]                                                        
Number of shares issued (in shares) | shares               10,046                                        
Securities Purchase Agreement [Member] | Institutional Investor [Member] | 10% Senior Convertible Promissory Note [Member]                                                        
Principal amount                       $ 1,000,000                                
Securities Purchase Agreement [Member] | Institutional Investor [Member] | 10% Senior Convertible Promissory Note [Member]                                                        
Principal amount                                       800,000                
Debt discount                                       $ 763,500                
Securities Purchase Agreement [Member] | Accredited Investor [Member] | 12% Convertible Notes [Member]                                                        
Number of warrants purchased | shares                                                   33,333    
Securities Purchase Agreement [Member] | Aegis Capital Corp. [Member] | 5% Convertible Note [Member]                                                        
Number of shares issued (in shares) | shares                                     7,407                  
Shares issued (in dollars per share) | $ / shares                                 $ 13.20 $ 13.20 $ 13.20                  
Cash fee                                     $ 80,800                  
Securities Purchase Agreement [Member] | Five Year Warrants [Member]                                                        
Number of warrants purchased | shares             55,556                                          
Exercise price of warrants | $ / shares             $ 27.00                                          
Warrants maturity terms             5 years                                          
Securities Purchase Agreement [Member] | Five Year Warrants [Member] | Common Stock Class A [Member]                                                        
Number of warrants purchased | shares             86,207                                          
Exercise price of warrants | $ / shares             $ 17.40                                          
Warrants maturity terms             5 years                                          
Securities Purchase Agreement [Member] | Warrants [Member] | 12% Convertible Notes [Member]                                                        
Number of warrants purchased | shares                                               33,333   33,333    
Exercise price of warrants | $ / shares                                                   $ 14.00    
Debt instrument, conversion price (in dollars per share) | $ / shares                                                   $ 11.00    
Debt discount                                               $ 394,000        
Original issue discount                                               $ 40,000        
Securities Purchase Agreement [Member] | Warrants [Member] | 10% Senior Convertible Promissory Note [Member]                                                        
Number of warrants purchased | shares                                       73,750       73,750        
Debt instrument, conversion price (in dollars per share) | $ / shares                                       $ 12.00                
Debt instrument beneficial conversion feature                                               $ 326,809        
Number of shares issued, value                                               356,961        
Original issue discount                                               $ 80,000        
Securities Purchase Agreement [Member] | Warrants [Member] | 7% Convertible Notes [Member]                                                        
Number of warrants purchased | shares                                         83,334 8,333            
Debt instrument, conversion price (in dollars per share) | $ / shares                                           $ 18.00            
Debt instrument beneficial conversion feature                                           $ 31,304            
Number of shares issued, value                                           $ 61,304            
Securities Purchase Agreement [Member] | Warrants [Member] | 12% Convertible Notes [Member]                                                        
Debt discount               $ 885,106 885,106                                      
Debt issuance costs               $ 45,000 $ 45,000                                      
Securities Purchase Agreement [Member] | Warrants [Member] | 10% Senior Convertible Promissory Note [Member]                                                        
Number of warrants purchased | shares                       31,250                                
Debt instrument, conversion price (in dollars per share) | $ / shares                       $ 44.00                                
Securities Purchase Agreement Amendment [Member] | 10% Convertible Notes [Member]                                                        
Debt instrument beneficial conversion feature       $ 1,131,960                                                
Securities Purchase Agreement Amendment [Member] | 10% Convertible Notes [Member] | Thirteen Monthly Payments [Member]                                                        
Amortization of debt issuance costs     $ 309,193                                                  
Debt instrument frequency of periodic payment     Monthly                                                  
Securities Purchase Agreement Amendment [Member] | 10% Convertible Notes [Member] | Fourteen Monthly Payments [Member]                                                        
Amortization of debt issuance costs     $ 1,011,427                                                  
Debt instrument frequency of periodic payment     Monthly                                                  
Securities Purchase Agreement Amendment [Member] | Second 10% Convertible Notes [Member]                                                        
Debt instrument beneficial conversion feature       $ 225,000                                                
Securities Purchase Agreement Amendment [Member] | 10% Convertible Notes And Second 10% Convertible Note [Member]                                                        
Debt instrument, conversion price (in dollars per share) | $ / shares       $ 8.00                                                
Loss on Extinguishment of Debt       $ 665,346                                                
Securities Purchase Agreement Amendment [Member] | Institutional Investor [Member] | Second 10% Convertible Notes [Member]                                                        
Description of interest on the principal amount           As to fifty percent (50%) of the amount due thereunder, and the remaining fifty percent (50%) due thereunder to May 15, 2019.                                            
Debt instrument maturity date           Feb. 15, 2019                                            
Securities Purchase Agreement Amendment [Member] | Investor [Member]                                                        
Number of shares issued (in shares) | shares                                               109,724        
Debt instrument, conversion price (in dollars per share) | $ / shares $ 8.00                                                      
Principal amount $ 309,193                                             $ 877,793        
Number of shares issued, value                                               $ 304,608        
Percentage of net proceeds 103.00%                                                      
Shares issued (in dollars per share) | $ / shares                                               $ 8.00        
True-Up Payment due                                               $ 599,519        
XML 112 R99.htm IDEA: XBRL DOCUMENT v3.19.1
CONVERTIBLE NOTES (Details Narrative 1) - USD ($)
 12 Months Ended
Jul. 28, 2017
Apr. 26, 2017
Dec. 31, 2018
Dec. 31, 2017
Apr. 05, 2017
Mar. 15, 2017
Dec. 31, 2016
Number of shares issued, value     $ 2,204,365      
Share price (in dollars per share)     $ 2.00        
Number of warrants purchased         9,000    
Exercise price of warrants         $ 18.00 $ 12.00  
Debt discount     $ 151,499      
Common Stock [Member]              
Outstanding balance (in shares)     4,036,407 1,511,115     383,882
Warrants [Member]              
Debt discount     $ 2,169,613        
Exchange Agreement [Member]              
Extinguishment of Debt $ 54,583            
Additional non cash expense $ 110,421            
Exchange Agreement [Member] | Common Stock [Member] | Private Placement [Member]              
Number of shares issued (in shares) 3,180            
Number of shares issued, value $ 35,000            
Share price (in dollars per share) $ 11.00            
Number of shares purchased through cancellatoin of Exchange note (in shares) 3,180            
Number of shares purchased through cancellatoin of Exchange note , value $ 35,000            
Exchange Agreement [Member] | Warrants [Member] | Common Stock [Member] | Private Placement [Member]              
Number of shares issued (in shares) 6,000            
Share price (in dollars per share) $ 11.00            
Number of shares purchased through cancellatoin of Exchange note , value $ 34,000            
Exchange Agreement [Member] | 7% Convertible Notes due on August 1, 2017 [Member]              
Principal amount $ 110,000            
Debt instrument maturity date Aug. 01, 2017            
Exchange Agreement [Member] | 7% Convertible Notes due on August 1, 2017 [Member]              
Principal amount $ 35,000            
Debt instrument maturity date Aug. 01, 2017            
Exchange Agreement [Member] | 7% Convertible Notes due on August 8, 2017 [Member]              
Principal amount $ 34,000            
Debt instrument maturity date Aug. 08, 2017            
Exchange Agreement [Member] | 7% Convertible Notes [Member]              
Principal amount   $ 104,000          
Extinguishment of Debt $ 125,000            
Additional non cash expense   51,424          
Description of exchange (i) the change in the fair value of the warrants due to the exchange of the warrant with an exercise price of $18.00 per share with a new warrant with an exercise price of $11.00 per share, (ii) the fair value of the warrant to purchase 6,000 shares of common stock and (iii) the value of the shares of cash and common stock in excess of the amount owed pursuant to the 7% Convertible Note.            
Debt discount   24,912          
Debt instrument beneficial conversion feature   $ 26,512          
Exchange Agreement [Member] | 7% Convertible Notes [Member] | Common Stock [Member]              
Number of shares issued (in shares) 4,167            
Share price (in dollars per share) $ 11.00            
Warrants maturity terms   5 years          
Number of warrants purchased   8,000          
Exercise price of warrants   $ 16.00          
Exchange Agreement [Member] | 7% Convertible Notes [Member] | Warrants [Member]              
Debt discount   $ 51,424          
Debt instrument beneficial conversion feature   $ 26,512          
Risk-free rate   1.84%          
Volatility   104.70%          
Exchange Agreement [Member] | 7% Convertible Notes [Member] | Warrants [Member] | Common Stock [Member]              
Share price (in dollars per share) $ 18.00            
Number of warrant cancelled 4,167            
Subscription Agreement [Member] | Common Stock [Member]              
Number of shares issued (in shares) 10,000            
Number of shares issued, value $ 110,000            
Share price (in dollars per share) $ 11.00            
Number of shares purchased through cancellatoin of Exchange note (in shares) 10,000            
Number of shares purchased through cancellatoin of Exchange note , value $ 110,000            
XML 113 R100.htm IDEA: XBRL DOCUMENT v3.19.1
COMMITMENTS AND CONTINGENCIES (Details)
Dec. 31, 2018
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
2019 $ 1,272,957
2020 1,032,302
2021 801,305
2022 501,411
2023 514,895
Thereafter 1,582,120
Total $ 5,704,990
XML 114 R101.htm IDEA: XBRL DOCUMENT v3.19.1
COMMITMENTS AND CONTINGENCIES (Details Narrative)
 12 Months Ended
Nov. 28, 2018
USD ($)
Dec. 31, 2018
USD ($)
ft²
Dec. 31, 2017
USD ($)
Jun. 01, 2018
Nov. 30, 2012
Sep. 30, 2009
Rent expense   $ 1,086,031 $ 291,092      
Operating Lease Agreement [Member] | UNITED STATES [Member]            
Operating lease term         7 years  
Additional operating lease term         5 years  
Operating Lease Agreement [Member] | UNITED KINGDOM [Member]            
Operating lease term           15 years
Operating Lease Agreement [Member] | California and Connecticut [Member]            
Area of land | ft²   43,062        
Annual base rent   $ 1,272,000        
Description of leases expiration   These leases expire between May 2019 and January 2028.        
Operating Lease Agreement [Member] | ISRAEL [Member]            
Operating lease term       10 years    
Blockchain Mining Supply And Services, Ltd [Member]            
Damages amount $ 1,388,495          
XML 115 R102.htm IDEA: XBRL DOCUMENT v3.19.1
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)
 1 Months Ended 2 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Oct. 11, 2018
Oct. 05, 2018
Sep. 13, 2018
Aug. 16, 2018
Aug. 10, 2018
Jul. 02, 2018
Jun. 02, 2018
May 15, 2018
May 08, 2018
Feb. 27, 2018
Feb. 09, 2018
Jan. 31, 2018
Jan. 12, 2018
Jan. 10, 2018
Jan. 03, 2018
Oct. 05, 2017
Jun. 19, 2017
May 24, 2017
Apr. 24, 2017
Mar. 15, 2017
Mar. 09, 2017
Sep. 30, 2018
Jun. 19, 2017
Jun. 02, 2017
Sep. 30, 2018
Sep. 30, 2018
Dec. 31, 2018
Dec. 31, 2017
Apr. 05, 2017
Preferred stock, authorized                                                     23,121,224 23,121,224  
Issuance of Series B preferred stock for conversion of short-term advances (in shares)                                                     500    
Issuance of Series B preferred stock for conversion of short-term advances                                                     $ 500    
Number of warrants purchased                                                         9,000
Exercise price of warrants (in dollars per share)                                       $ 12.00                 $ 18.00
Accrued interest                                                     1,353,411    
Issuance of common stock upon exercise of stock options (in shares)                       3,000                                  
Issuance of common stock upon exercise of stock options                       $ 97,800                             97,800 $ 557,017  
Issuance of common stock upon exercise of warrants (in shares)                       93,324                                  
Issuance of common stock upon exercise of warrants                       $ 867,166                             867,166 2,245,938  
Issuance of common stock in connection with convertible notes                                                     1,541,108 399,511  
Number of shares issued for services (in shares)                                       25,000                  
Number of shares issued for services                                       $ 300,000             $ 3,740,888 1,662,702  
Treasury stock (in shares)                                                     2,750    
Treasury stock (in dollars per share)                                                     $ 57,748    
Proceeds From warrant exercises                                                     $ 867,166 $ 2,245,938  
Preferred stock price per share (in dollar per share)                                                     $ 0.001 $ 0.001  
Divine Capital Markets, LLC [Member]                                                          
Number of warrants purchased                 9,100                                        
Exercise price of warrants (in dollars per share)                 $ 14.40                                        
Issuance of common stock upon exercise of warrants (in shares)                 13,958                                        
10% Convertible Notes [Member]                                                          
Issuance of common stock for conversion of debt (in shares)                             1,938                            
Accrued interest                             $ 23,250                            
12% Convertible Note [Member]                                                          
Issuance of common stock for conversion of debt (in shares)                           377,678                              
Principal amount                           $ 202,000                              
Accrued interest                           $ 5,723                              
5% Convertible Note [Member]                                                          
Issuance of common stock for conversion of debt (in shares)                         46,082                                
Principal amount                         $ 550,000                                
Accrued interest                         $ 2,987                                
10% Convertible Note [Member]                                                          
Issuance of common stock for conversion of debt (in shares)                     34,597                               109,724    
Principal amount                     $ 1,250,000                               $ 18,865    
Accrued interest                     133,884                               $ 259,408    
Common Stock [Member]                                                          
Issuance of common stock for conversion of debt (in shares)                                                     211,225 337,990  
Issuance of common stock upon exercise of stock options (in shares)                                                     3,000 18,073  
Issuance of common stock upon exercise of stock options                                                     $ 3 $ 18  
Issuance of common stock upon exercise of warrants (in shares)                                                     107,282 177,305  
Issuance of common stock upon exercise of warrants                                                     $ 107 $ 177  
Issuance of common stock in connection with convertible notes (in shares)                                                     136,961 22,500  
Issuance of common stock in connection with convertible notes                                                     $ 136 $ 23  
Number of shares issued for services (in shares)                                                     184,153 108,067  
Number of shares issued for services                                                     $ 184 $ 108  
Conversion of preferred stock                                                     37,878    
Warrant [Member]                                                          
Number of warrants purchased                                 91,000           91,000 50,000     1,166,681 431,543  
Exercise price of warrants (in dollars per share)                                               $ 22.00       $ 16.60  
Number of shares sold                                             21,000            
Ault & Company [Member]                                                          
Number of warrants purchased                               3,750                          
Exercise price of warrants (in dollars per share)                               $ 12.00                          
Number of shares sold                               3,750                          
Ault & Company [Member] | Warrant [Member]                                                          
Number of warrants purchased                               3,750                          
Exercise price of warrants (in dollars per share)                               $ 12.00                          
Issuance of common stock for conversion of debt (in shares)   45,000                                                      
Securities Purchase Agreement [Member]                                                          
Principal amount                                           $ 5,999,584     $ 5,999,584 $ 5,999,584      
Issuances of Common Stock for cash and cancellation of short-term advances                                                 3,225,000 2,774,584      
Number of shares sold               384,589                                          
Cash               $ 206,730                                          
Short-term advances               177,858                                          
Securities Purchase Agreement [Member] | January 2018 10% Convertible Note [Member]                                                          
Principal amount                     $ 1,250,000                                    
Issuance of restricted common stock (in shares)                     27,174                                    
Securities Purchase Agreement [Member] | 12% April 2018 Convertible Note [Member]                                                          
Principal amount                     $ 1,722,222                                    
Issuance of restricted common stock (in shares)                     10,046                                    
Securities Purchase Agreement [Member] | 10% Convertible Note [Member]                                                          
Principal amount $ 565,000     $ 1,272,600   $ 1,000,000   $ 6,000,000                           $ 789,473     $ 789,473 $ 789,473      
Issuance of restricted common stock (in shares) 20,000     20,000 31,000 20,000   17,241                           22,500              
Securities Purchase Agreement [Member] | Philou [Member]                                                          
Issuance of Series B preferred stock for conversion of short-term advances (in shares)                                     25,000                    
Issuance of Series B preferred stock for conversion of short-term advances                                     $ 250                    
Number of warrants purchased                                     102,041         102,041          
Exercise price of warrants (in dollars per share)                                     $ 14.00         $ 14.00          
Additional number of warrants purchased                                     25,510                    
Exercise price of warrants,conversion rate                                     $ 14.00                    
Number of warrants purchased in black scholes option pricing model                                               401,399          
Addition number of warrants purchased in black scholes option pricing model                                               141,951          
Purchase and Sale Agreement [Member] | HCW [Member]                                                          
Exercise price of warrants (in dollars per share)                                                     $ 20.31    
Number of shares issued for services (in shares)                                                     184,153    
Number of shares issued for services                                                     $ 3,740,888    
Number of shares sold                                                     1,062,096    
Proceeds from issuance of common stock                   $ 50,000,000                                 $ 19,022,416    
Number of shares issue (in shares)                                                     500,000    
Subscription Agreement [Member]                                                          
Number of warrants purchased                                   1,092,000                      
Subscription Agreement [Member] | Common Stock [Member]                                                          
Number of warrants purchased                                   4,333                      
Series A Preferred Stock [Member]                                                          
Convertible preferred stock, par value (in dollars per share)                                                     $ 0.001 $ 0.001  
Convertible preferred stock, authorized                                                     1,000,000 1,000,000  
Convertible preferred stock, issued                                                     1,434  
Convertible preferred stock, outstanding                                                     1,434  
Percentage relative rights     10.00%                                                    
Dividends annual rate                                                     10.00%    
Preferred stock price per share (in dollar per share)                                                     $ 2.50    
Preferred stock liquidation, preference value                                                     $ 25    
Preferred stock redemption terms                                                     On and after September 30, 2023, the Company may, at its option, upon not less than thirty (30) days nor more than sixty (60) days’ written notice, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share of Series A Preferred Stock, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption. In addition, upon the occurrence of a change of control, subject to certain restrictions, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice, redeem the Series A Preferred Stock, in whole or in part, within one hundred twenty (120) days after the first date on which such change of control occurred, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption.    
Redemption price per share                                                     $ 25.00    
Series B Preferred Stock [Member]                                                          
Convertible preferred stock, par value (in dollars per share)                                           $ 0.001     $ 0.001 $ 0.001 $ 0.001 $ 0.001  
Convertible preferred stock, authorized                                           500,000     500,000 500,000 500,000 500,000  
Convertible preferred stock, issued                                           125,000     125,000 125,000 125,000 100,000  
Convertible preferred stock, outstanding                                           125,000     125,000 125,000 125,000 100,000  
Series B Preferred Stock [Member] | Warrant [Member]                                                          
Number of warrants purchased                                               71,429          
Exercise price of warrants (in dollars per share)                                               $ 14.00          
Number of shares sold                                               100,000          
Series B Preferred Stock [Member] | Philou [Member]                                                          
Exercise price of warrants,conversion rate                                                     $ 14.00    
Number of warrants purchased in black scholes option pricing model                                                     1,000,000    
Addition number of warrants purchased in black scholes option pricing model                                                     250,000    
Issuance of common stock for conversion of debt (in shares)                                                     108,049 265,054  
Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | Philou [Member]                                                          
Description of stock purchase agreement term                                         In the Company through the purchase of Series B Preferred Stock over the term of 36 months.                
Exercise price of warrants (in dollars per share)                                         $ 10.00                
Exercise price of warrants,conversion rate                                         $ 14.00                
Gross revenues                                         $ 10,000                
Conversion basis                                         In addition, for each share of Series B Preferred Stock purchased, Philou will receive warrants to purchase shares of common stock in a number equal to the stated value of each share of Series B Preferred Stock purchased divided by $0.70, at an exercise price equal to $14.00 per share of common stock. The warrants do not require a net cash-settlement or provide the holder with a choice of net-cash settlement. The warrants also do not contain a variable settlement provision. Accordingly, any warrants issued to Philou pursuant to the terms of the Preferred Stock Purchase Agreement shall be classified as equity instruments.                
Terms of conversion                                         Further, Philou shall have the right to participate in the Company’s future financings under substantially the same terms and conditions as other investors in those respective financings in order to maintain its then percentage ownership interest in the Company. Philou’s right to participate in such financings shall accrue and accumulate provided that it still owns at least 100,000 shares of Series B Preferred Stock.                
Number of shares sold                                         5,000                
Series C Preferred Stock [Member]                                                          
Convertible preferred stock, par value (in dollars per share)                                                     $ 0.001    
Convertible preferred stock, authorized                                                     2,500    
Conversion of preferred stock                                                       455,002  
Dividends receivable                                                     $ 0.24    
Proceeds From warrant exercises                                                       $ 1,603,000  
Warrant issued                                                       3,545  
Series C Preferred Stock [Member] | Common Stock [Member]                                                          
Conversion of preferred stock                                                       91,000  
Warrant issued                                                       4,333  
Series C Preferred Stock [Member] | Warrant [Member]                                                          
Number of warrants purchased                                 4,333           4,333            
Exercise price of warrants (in dollars per share)                                 $ 20.00           $ 20.00            
Number of shares sold                                             21,667            
Series C Preferred Stock [Member] | Subscription Agreement [Member]                                                          
Number of warrants purchased                                   21,667                      
Exercise price of warrants (in dollars per share)                                   $ 2.40                      
Conversion of preferred stock                                                       91,000  
Sale of stock price per share                                 $ 52,000 $ 52,000                      
Series C Preferred Stock [Member] | Subscription Agreement [Member] | Common Stock [Member]                                                          
Conversion of preferred stock                                                       80,167  
Series D Preferred Stock [Member]                                                          
Convertible preferred stock, par value (in dollars per share)                                                     $ 0.001 $ 0.001  
Convertible preferred stock, authorized                                                     378,776 378,776  
Convertible preferred stock, issued                                                     378,776  
Convertible preferred stock, outstanding                                                     378,776  
Number of shares issued for services             $ 37,878                                            
Conversion of preferred stock                                                     378,776    
Common stock, issued             1,603,434                                            
Common stock, outstanding             1,603,434                                            
Common stock conversion             Company of 92,122 shares of the Company’s Common Stock, 378,776 shares of the Company’s Series D Preferred Stock and warrants to purchase an aggregate of 50,000 shares of the Company’s Common Stock.                                            
Common stock stated value             $ 0.01                                            
Series E Preferred Stock [Member] | Share Exchange Agreement [Member]                                                          
Number of shares issued for services             $ 30,000                                            
Common stock conversion             On June 2, 2017, pursuant to the terms of the Share Exchange Agreement and in consideration of legal services, Microphase issued a $450,000 8% promissory note with a maturity date of November 25, 2017 to an unsecured creditor, Lucosky Brookman, LLP (the “Lucosky Note”). In conjunction with the issuance of the Lucosky Note, the Company issued Lucosky Brookman 10,000 shares of Series E Preferred Stock with a stated value equal to forty-five dollars ($45.00) per share. The Company, at its option, may redeem for cash, in whole or in part, at any time and from time to time, the shares of Series E Preferred Stock at the time outstanding, upon written notice to the holder of the shares, at a cash redemption price equal to $45 multiplied by the number of shares being redeemed. Any such optional redemption by the Company shall be credited against the Lucosky Note.                                            
XML 116 R103.htm IDEA: XBRL DOCUMENT v3.19.1
INCOME TAXES (Details) - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Current    
Foreign $ 134,017
Federal
State
Total Current 134,017
Deferred    
Foreign (52,134)
Federal (158,482) (78,393)
State
Total Deferred   (225,488)
Income tax (benefit) $ (76,599) $ (78,393)
XML 117 R104.htm IDEA: XBRL DOCUMENT v3.19.1
INCOME TAXES (Details 1)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Income Tax Disclosure [Abstract]    
Tax benefit at U.S. Federal statutory tax rate (21.00%) (34.00%)
Increase (decrease) in tax rate resulting from:    
Effect of change in tax rates 1.80% 12.00%
Effect of Section 382 limitation 4.90% 0.00%
Increase in valuation allowance 15.10% 17.00%
Nondeductible meals & entertainment expense and other 0.90% 6.10%
State taxes, net of federal benefit (2.40%) (4.50%)
Foreign rate differential 0.30% 0.70%
Stock compensation expense (0.10%) 1.90%
Effective tax rate (0.30%) (0.80%)
XML 118 R105.htm IDEA: XBRL DOCUMENT v3.19.1
INCOME TAXES (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Previous corporate income tax rate 35.00%  
Corporate income tax rate 21.00% 34.00%
Income tax expenses   $ 1,138,845
Net operating loss carryforwards $ 43,051,999 $ 7,960,184
Net operating loss carryforwards, limitations on use Expiring at various times starting in 2022 through 2039.  
Operating loss carryforwards limitation $ 157,433  
Increased in valuation allowance 4,887,148  
Foreign income tax loss $ 1,808,466  
Effective tax rates (0.30%) (0.80%)
UNITED KINGDOM    
Foreign statutory tax rates 20.00%  
ISRAEL    
Foreign statutory tax rates 7.50%  
XML 119 R106.htm IDEA: XBRL DOCUMENT v3.19.1
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
 12 Months Ended 15 Months Ended
Jun. 17, 2018
Apr. 24, 2018
Apr. 13, 2018
Mar. 22, 2018
Mar. 31, 2017
Mar. 09, 2017
Dec. 31, 2018
Dec. 31, 2017
Sep. 30, 2018
Dec. 05, 2017
Sep. 06, 2017
Apr. 05, 2017
Mar. 15, 2017
Amount of shares issued             $ 2,204,365          
Revenues             3,887,000 3,887,000          
Number of warrants purchased                       9,000  
Exercise price of warrants (in dollars per share)                       $ 18.00 $ 12.00
Number of shares issued upon conversion, value             $ 2,446,117 $ 4,036,601          
AVLP [Member]                          
Number of shares issued (in shares)               221,333          
Amount of shares issued               $ 192,000          
Market price of common stock             $ 0.90 $ 1.75          
Unrealized gain             $ 0            
Philou [Member] | Series B Preferred Stock [Member]                          
Issuance of common stock for conversion of debt (in shares)             108,049 265,054          
Milton C. Ault [Member]                          
Repayment of sale of advances on future receipts                 $ 8,218,000        
Repayment of sale of the promissory notes                 $ 4,781,000        
Percentage obligation of non-cash compensation                 1.50%        
Alzamend Neuro, Inc. [Member]                          
Loan               $ 44,000          
Number of warrants purchased               22,000          
Exercise price of warrants (in dollars per share)               $ 0.30          
MTIX Limited [Member] | Multiplex Laser Surface Enhancement [Member]                          
Purchase order         $ 50,000,000                
Contractual maturity terms         3 years                
MTIX Ltd. [Member]                          
Revenues                      
Loan And Security Agreement [Member] | AVLP [Member]                          
Maximum amount of non-revolving credit facility                     $ 10,000,000    
Contractual interest receivable               324,000          
Loan And Security Agreement [Member] | AVLP [Member] | Convertible Promissory Notes [Member]                          
Principal amount             $ 119,329            
Interest rate             12.00%            
Number of warrants purchased             0            
Amended And Restated Consulting Agreement [Member] | Mr. Ault [Member]                          
Consideration fee     $ 33,333                    
Executive Employment Agreement [Member] | Mr. Ault [Member]                          
Agreement term Ten-year                        
Base salary $ 400,000                        
Services fees paid             $ 400,000 207,500          
Preferred Stock Purchase Agreement [Member]                          
Number of shares issued (in shares)       1,750,000                  
Number of warrants purchased       62,500                  
Exercise price of warrants (in dollars per share)       $ 23.00                  
Preferred Stock Purchase Agreement [Member] | Series B Preferred Stock [Member]                          
Number of shares issued (in shares)   25,000                      
Number of warrants purchased   25,510                      
Exercise price of warrants (in dollars per share)   $ 14.00                      
Preferred Stock Purchase Agreement [Member] | Philou [Member]                          
Description of stock purchase agreement term           Philou may invest up to $5,000,000 in the Company through the purchase of Series B Preferred Stock over 36 months.              
Preferred Stock Purchase Agreement [Member] | Philou [Member] | Series B Preferred Stock [Member]                          
Number of shares issued (in shares)   25,000       125,000              
Exchange Agreement [Member] | MTIX Limited [Member] | Convertible Promissory Notes A [Member]                          
Promissory note receivable               600,000          
Exchange Agreement [Member] | MTIX Limited [Member] | Promissory Notes [Member]                          
Promissory note receivable               $ 2,667,766          
Exchange Agreement [Member] | WT Johnson [Member] | Convertible Promissory Notes A [Member]                          
Principal amount                   $ 600,000      
Issuance of common stock for conversion of debt (in shares)               30,000          
Proceeds from sale of shares               $ 2,267,766          
Value added tax               $ 400,500          
Exchange Agreement [Member] | WT Johnson [Member] | Convertible Promissory Notes B [Member]                          
Principal amount                   $ 1,667,766      
Exchange Agreement [Member] | WT Johnson And Sons [Member] | Convertible Promissory Notes A [Member]                          
Issuance of common stock for conversion of debt (in shares)               30,000          
XML 120 R107.htm IDEA: XBRL DOCUMENT v3.19.1
RELATED PARTY TRANSACTIONS (Details Narrative 1) - USD ($)
 2 Months Ended 12 Months Ended
Jul. 24, 2017
Jun. 28, 2017
Jun. 30, 2017
Dec. 31, 2018
Dec. 31, 2017
Apr. 05, 2017
Mar. 15, 2017
Number of warrants purchased           9,000  
Exercise price of warrants (in dollars per share)           $ 18.00 $ 12.00
Number of shares issued upon conversion, value       $ 2,446,117 $ 4,036,601    
Short-term loans       762,000 2,439,000    
Payment to acquire property       $ 9,169,992 402,779    
Amos Kohn [Member] | ISRAEL | Real Property [Member]              
Payment to acquire property         $ 300,000    
Four Accredited Investors [Member]              
Short-term loans     $ 140,000        
Four Accredited Investors [Member] | Warrants [Member]              
Number of warrants purchased     11,219        
Exercise price of warrants (in dollars per share)     $ 15.40        
Warrants maturity terms     5 years        
Corporate Counsel [Member]              
Short-term loans     $ 75,000        
Related Party [Member] | Series C Preferred Stock Units [Member]              
Short-term loans   $ 52,000          
Six Investors [Member] | Short-Term Loans [Member]              
Issuance of common stock for conversion of debt (in shares) 2,091            
Number of shares issued upon conversion, value $ 23,000            
Undivided Interest [Member] | ISRAEL | Real Property [Member]              
Percentage of ownership in property         28.00%    
Roni Kohn [Member] | ISRAEL | Real Property [Member] | Common Agreement [Member]              
Percentage of ownership in property         72.00%    
Roni Kohn [Member] | ISRAEL | Real Property [Member] | Trust Agreement [Member]              
Percentage of ownership in property         28.00%    
XML 121 R108.htm IDEA: XBRL DOCUMENT v3.19.1
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details) - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Revenues $ 17,762,217 $ 10,000,749
Revenue, cryptocurrency mining 1,675,549  
Revenue, related party 3,907,280 173,751
Revenue, restaurant operations 3,462,140  
Revenue, lending activities 347,033  
Inter-segment revenues
Total revenues 27,154,219 10,174,500
Depreciation and amortization expense 2,906,685 254,006
Loss from operations (19,605,456) (5,983,045)
Capital expenditures for segment assets 9,169,992 402,779
Identifiable assets 49,425,880 30,508,894
Operating Segments [Member] | DPC [Member]    
Revenues 10,499,612 7,889,731
Revenue, cryptocurrency mining  
Revenue, related party 3,907,280 173,751
Revenue, restaurant operations  
Revenue, lending activities 347,033  
Inter-segment revenues 36,833 53,501
Total revenues 14,790,758 8,116,983
Depreciation and amortization expense 300,326 183,252
Loss from operations (3,608,828) (5,558,272)
Capital expenditures for segment assets 44,190 382,250
Identifiable assets 28,623,729 28,780,371
Operating Segments [Member] | DPL [Member]    
Revenues 2,036,530 2,111,018
Revenue, cryptocurrency mining  
Revenue, related party
Revenue, restaurant operations  
Revenue, lending activities  
Inter-segment revenues
Total revenues 2,036,530 2,111,018
Depreciation and amortization expense 65,046 70,754
Loss from operations (586,107) (424,773)
Capital expenditures for segment assets 1,301 20,529
Identifiable assets 1,458,699 1,728,523
Operating Segments [Member] | Enertec [Member]    
Revenues 5,226,075  
Revenue, cryptocurrency mining  
Revenue, related party  
Revenue, restaurant operations  
Revenue, lending activities  
Inter-segment revenues  
Total revenues 5,226,075  
Depreciation and amortization expense 389,808  
Loss from operations (431,320)  
Capital expenditures for segment assets 48,826  
Identifiable assets 10,251,816  
Operating Segments [Member] | Digital Farms [Member]    
Revenues  
Revenue, cryptocurrency mining 1,675,549  
Revenue, related party  
Revenue, restaurant operations  
Revenue, lending activities  
Inter-segment revenues  
Total revenues 1,675,549  
Depreciation and amortization expense 2,151,505  
Loss from operations (6,369,138)  
Capital expenditures for segment assets 8,891,928  
Identifiable assets 7,018,958  
Operating Segments [Member] | I. AM, Inc. [Member]    
Revenues  
Revenue, cryptocurrency mining  
Revenue, related party  
Revenue, restaurant operations 3,462,140  
Revenue, lending activities  
Inter-segment revenues  
Total revenues 3,462,140  
Depreciation and amortization expense  
Loss from operations (81,264)  
Capital expenditures for segment assets 184,377  
Identifiable assets 2,072,678  
Intersegment Eliminations [Member]    
Revenues
Revenue, cryptocurrency mining  
Revenue, related party
Revenue, restaurant operations  
Revenue, lending activities  
Inter-segment revenues (36,833) (53,501)
Total revenues (36,833) (53,501)
Depreciation and amortization expense
Loss from operations
Capital expenditures for segment assets
Identifiable assets
XML 122 R109.htm IDEA: XBRL DOCUMENT v3.19.1
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details 1) - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Total Revenues by Major Customer $ 27,154,219 $ 10,174,500
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer A [Member]    
Total Revenues by Major Customer $ 3,907,280  
Percentage of Total Company Revenues 14.00%  
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer B [Member]    
Total Revenues by Major Customer   $ 1,340,766
Percentage of Total Company Revenues   13.00%
XML 123 R110.htm IDEA: XBRL DOCUMENT v3.19.1
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details 2) - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Revenues $ 27,154,219 $ 10,174,500
Commercial Products [Member]    
Revenues 10,597,256 5,488,657
Defense Products [Member]    
Revenues $ 16,556,963 $ 4,685,843
XML 124 R111.htm IDEA: XBRL DOCUMENT v3.19.1
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details 3) - USD ($)
 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
Revenues $ 27,154,219 $ 10,174,500
North America [Member]    
Revenues 19,113,226 6,636,954
Europe [Member]    
Revenues 1,765,991 2,634,166
Middle East [Member]    
Revenues 5,226,075 672,256
Other [Member]    
Revenues $ 1,048,927 $ 231,124
XML 125 R112.htm IDEA: XBRL DOCUMENT v3.19.1
SEGMENT, CUSTOMERS AND GEOGRAPHICAL INFORMATION (Details Narrative)
 12 Months Ended
Dec. 31, 2018
Segment
Segment Reporting [Abstract]  
Number of reportable segments 5
XML 126 R113.htm IDEA: XBRL DOCUMENT v3.19.1
SUBSEQUENT EVENTS (Details Narrative) - USD ($)
Mar. 29, 2019
Mar. 14, 2019
Jan. 09, 2019
Jan. 03, 2019
Dec. 31, 2018
Dec. 31, 2017
Apr. 05, 2017
Mar. 15, 2017
Preferred stock, authorized         23,121,224 23,121,224    
Exercise price of warrants (in dollars per share)             $ 18.00 $ 12.00
Subsequent Event [Member]                
Common stock, authorized       550,000,000        
Preferred stock, authorized       25,000,000        
Reverse stock split   one-for-twenty            
Stock issued during period, reverse stock splits   Each twenty (20) shares of Common Stock issued and outstanding prior to the Reverse Stock Split were converted into one (1) share of Common Stock, with no change in authorized shares or par value per share.            
Subsequent Event [Member] | A.G.P./Alliance Global Partners [Member] | Common Warrants [Member] | Maximum [Member]                
Number of shares issued 622,220              
Exercise price of warrants (in dollars per share) $ 0.50              
Warrant tem 5 years              
Subsequent Event [Member] | Underwriting Agreement [Member] | A.G.P./Alliance Global Partners [Member]                
Number of shares issued 2,855,500              
Subsequent Event [Member] | Underwriting Agreement [Member] | A.G.P./Alliance Global Partners [Member] | Maximum [Member]                
Number of shares issued 428,325              
Subsequent Event [Member] | Underwriting Agreement [Member] | A.G.P./Alliance Global Partners [Member] | Public Offering [Member]                
Offering price (in dollars per share) $ 0.44              
Proceeds from public offering $ 6,000,000              
Subsequent Event [Member] | Underwriting Agreement [Member] | A.G.P./Alliance Global Partners [Member] | Common Warrants [Member]                
Number of shares issued 2,855,500              
Offering price (in dollars per share) $ 0.01              
Exercise price of warrants (in dollars per share) $ 0.45              
Subsequent Event [Member] | Underwriting Agreement [Member] | A.G.P./Alliance Global Partners [Member] | Common Warrants [Member] | Maximum [Member]                
Number of shares issued 2,333,325              
Subsequent Event [Member] | Underwriting Agreement [Member] | A.G.P./Alliance Global Partners [Member] | Pre-Funded Warrants [Member]                
Number of shares issued 12,700,000              
Offering price (in dollars per share) $ 0.01              
Description of warrant The Pre-Funded Warrants were offered to each purchaser whose purchase of the Shares and the Common Warrant in the Offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company’s outstanding common stock immediately following the consummation of the Offering.              
Subsequent Event [Member] | Underwriting Agreement [Member] | A.G.P./Alliance Global Partners [Member] | Pre-Funded Warrants [Member] | Maximum [Member]                
Number of shares issued 1,905,000              
Subsequent Event [Member] | 10% Convertible Note [Member]                
Principal amount     $ 309,193          
Description of note     The shares of common stock shall be issued at a price equal to the greater of (i) $2.40 per share (the closing price of the Company’s common stock on January 9, 2019) or (ii) 80% of the lowest daily VWAP in the three days prior to the date of issuance, but not to exceed $8.00 per share. However, the Company shall have the right to pay the monthly amortization payment in cash within 72 hours by advising the investor via email within two hours of receipt of any conversion notice.          
Common Class A [Member]                
Common stock, par value (in dollars per share)         $ 0.001 $ 0.001    
Common stock, authorized         500,000,000 500,000,000    
Common Class A [Member] | Subsequent Event [Member]                
Common stock, par value (in dollars per share)       $ 0.001        
Common stock, authorized       500,000,000        
Common Class B [Member]                
Common stock, par value (in dollars per share)         $ 0.001 $ 0.001    
Common stock, authorized         25,000,000 25,000,000    
Common Class B [Member] | Subsequent Event [Member]                
Common stock, authorized       25,000,000        
XML 127 R114.htm IDEA: XBRL DOCUMENT v3.19.1
SUBSEQUENT EVENTS (Details Narrative 1) - USD ($)
 1 Months Ended 2 Months Ended 3 Months Ended 12 Months Ended
Apr. 12, 2019
Mar. 22, 2019
Feb. 27, 2019
Feb. 23, 2019
Feb. 20, 2019
Feb. 11, 2019
Jan. 23, 2019
Jan. 09, 2019
Dec. 28, 2018
Apr. 30, 2018
Dec. 14, 2017
Mar. 15, 2017
Feb. 21, 2019
Mar. 20, 2019
Apr. 12, 2019
Dec. 31, 2018
Dec. 31, 2017
Preferred stock, par or stated value (in dollars per share)                               $ 0.001 $ 0.001
Revenue from related parties                               $ 3,907,280 $ 173,751
Share price (in dollars per share)                               $ 2.00  
Number of share issued for services                       25,000          
Value of share issued for services                       $ 300,000       $ 3,740,888 1,662,702
Securities Purchase Agreement [Member]                                  
Number of shares issued                     92,583            
Enertec [Member] | 10% Secured Promissory Note [Member]                                  
Principal amount                 $ 500,000                
Promissory note issuance date                 Jan. 15, 2019                
Promissory note maturity date                 Jun. 15, 2019                
Microphase [Member] | 10% Secured Promissory Note [Member]                                  
Principal amount                 $ 200,000                
Promissory note issuance date                 Jan. 15, 2019                
Promissory note maturity date                 Mar. 31, 2019                
MTIX Ltd. [Member]                                  
Revenue from related parties                               $ 3,907,280 $ 173,751
Multiplex Laser Surface Enhancement [Member]                                  
Revenue from related parties                   $ 2,676,219.51              
Subsequent Event [Member]                                  
Total number of common stock issued 12,555,500                                
Exercise of pre-funded warrants 9,700,000                                
Subsequent Event [Member] | WDCO ATM Offering [Member]                                  
Total number of common stock issued                             4,791,642    
Net proceeds from issued of common stock                             $ 4,469,630    
Subsequent Event [Member] | 10% Convertible Note [Member]                                  
Principal amount               $ 309,193                  
Description of promissory note               The shares of common stock shall be issued at a price equal to the greater of (i) $2.40 per share (the closing price of the Company’s common stock on January 9, 2019) or (ii) 80% of the lowest daily VWAP in the three days prior to the date of issuance, but not to exceed $8.00 per share. However, the Company shall have the right to pay the monthly amortization payment in cash within 72 hours by advising the investor via email within two hours of receipt of any conversion notice.                  
Subsequent Event [Member] | Consultant [Member]                                  
Share price (in dollars per share)                           $ 1.29      
Number of share issued for services                           375,000      
Value of share issued for services                           $ 482,500      
Subsequent Event [Member] | Investor [Member] | 10% Convertible Note [Member]                                  
Principal amount                         $ 1,053,351        
Share price (in dollars per share)                         $ 1.96        
Value received from sale of common stock                         $ 660,337        
True-up payment due                         $ 393,014        
Number of share issued for services                         336,486        
Subsequent Event [Member] | Investor [Member] | January 2019 Exchange Agreement [Member] | 8% Two Promissory Notes [Member]                                  
Principal amount             $ 1,043,799                    
Promissory note issuance date             Aug. 16, 2018                    
Description of promissory note             The number of shares of Common Stock issuable upon delivery of issuance notices by the investor to the Company shall be determined by dividing the amount of the New Note to be drawn down by the greater of $2.40 or 80% of the lowest daily VWAP in the three trading days prior to the acquisition of the Common Stock.                    
Number of shares issued   102,041       436,753                      
Subsequent Event [Member] | Investor [Member] | January 2019 Exchange Agreement [Member] | 8% Convertible Note [Member]                                  
Promissory note issuance date         Apr. 15, 2019                        
Description of promissory note         The number of shares of Common Stock issuable upon conversion of the Convertible Note shall be determined by dividing the amount to be converted by the greater of $2.40 or 80% of the lowest daily VWAP in the three trading days prior to the conversion, subject to certain conditions.                        
Promissory note maturity date         Jul. 15, 2019                        
Reduction in note       $ 876,324                          
Remaining balance due       $ 183,822                          
Subsequent Event [Member] | Investor [Member] | February 2019 Exchange Agreement [Member] | 8% New Promissory Note [Member]                                  
Principal amount         $ 433,884                        
Promissory note issuance date         Aug. 16, 2018                        
Description of promissory note         The number of shares of Common Stock issuable upon delivery of issuance notices by the investor to the Company shall be determined by dividing the amount of the New Note to be drawn down by the greater of $2.40 or 80% of the lowest daily VWAP in the three trading days prior to the acquisition of the Common Stock.                        
Subsequent Event [Member] | Ault & Company, Inc. [Member] | Securities Purchase Agreement [Member] | Series C Convertible Redeemable Preferred Stock [Member]                                  
Value for the convertible stock     $ 2,500,000                            
Preferred stock, par or stated value (in dollars per share)     $ 1,000                            
Conversion of stock, new issuance     2,500                            
Conversion price (in dollars per share)     $ 2.40                            
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