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Document Entity Information Document - shares	6 Months Ended
Document Entity Information Document - shares	Jun. 30, 2020	Aug. 10, 2020
Document Information [Abstract]
Entity Registrant Name	Sphere 3D Corp.
Entity Central Index Key	0001591956
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		6,958,325
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Entity Shell Company	false

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Revenue	$ 891	$ 963	$ 1,901	$ 3,093
Cost of revenue	449	718	996	2,153
Gross Profit	442	245	905	940
Sales and Marketing	232	491	536	944
Research and Development	344	516	683	1,213
General and Administrative	1,832	761	2,816	2,013
Operating Expenses	2,408	1,768	4,035	4,170
Loss from Operations	(1,966)	(1,523)	(3,130)	(3,230)
Other income (expense)
Interest Expense, Related Party	(118)	(144)	(118)	(286)
Interest Expense	(76)	(12)	(85)	(15)
Other income, net	217	14	287	22
Income (Loss) Attributable to Parent, before Tax	(1,943)	(1,665)	(3,046)	(3,509)
Income Tax Expense (Benefit)	3	0	3	0
Net loss	$ (1,946)	$ (1,665)	$ (3,049)	$ (3,509)
Loss Per Share, Basic and Diluted [Abstract]
Net loss from continuing operations, per share basic and diluted	$ (0.41)	$ (0.72)	$ (0.70)	$ (1.55)
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted	4,804,562	2,300,469	4,376,108	2,268,706

Condensed Consolidated Statements of Comprehensive Income (Loss) Statement - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Net loss	$ (1,946)	$ (1,665)	$ (3,049)	$ (3,509)
Other Comprehensive Income (Loss)
Foreign currency translation adjustment	28	2	(43)	42
Total other comprehensive income (loss)	28	2	(43)	42
Comprehensive Loss	$ (1,918)	$ (1,663)	$ (3,092)	$ (3,467)

- Definition

Amount after tax of income (loss) from continuing operations attributable to the parent.

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- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

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+ Details

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Cash and Cash Equivalents	$ 374,000	$ 149,000
Accounts receivable, net	373,000	369,000
Inventories	659,000	753,000
Other Current Assets	2,457,000	670,000
Assets, Current	3,863,000	1,941,000
Investment in affiliate	2,100,000	2,100,000
Intangible Assets, Net	1,772,000	2,301,000
Goodwill	1,385,000	1,385,000
Other Assets	555,000	679,000
Total Assets	9,675,000	8,406,000
Accounts Payable	4,217,000	4,113,000
Accrued Liabilities	1,118,000	475,000
Accrued Payroll and Employee Compensation	424,000	340,000
Deferred Revenue	775,000	1,069,000
Line of credit	489,000	491,000
Other Current Liabilities	186,000	158,000
Liabilities, Current	7,209,000	6,646,000
Deferred Revenue, long-term	333,000	485,000
Long-term Debt	667,000	0
Convertible Debt, Noncurrent	141,000	0
Convertible Debt, Related Parties, Noncurrent	199,000	0
Other Non-current Liabilities	43,000	35,000
Total Liabilities	8,592,000	7,166,000
Commitments and Contingencies (Note 13)
Preferred shares, no par value, unlimited shares authorized, 9,687,778 and 8,443,778 shares issued and outstanding at both June 30, 2020 and December 31, 2019, respectively	9,252,000	8,444,000
Common shares, no par value; unlimited shares authorized, 5,557,405 and 3,850,105 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively	188,288,000	186,161,000
Accumulated Other Comprehensive Loss	(1,812,000)	(1,769,000)
Accumulated Deficit	(194,645,000)	(191,596,000)
Total Shareholders' Equity	1,083,000	1,240,000
Total Liabilities and Shareholders' Equity	$ 9,675,000	$ 8,406,000

Condensed Consolidated Balance Sheets Consolidated Balance Sheets Parenthetical Data - $ / shares	Jun. 30, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Preferred Stock, No Par Value	$ 0	$ 0
Preferred Shares, Outstanding	9,687,778	8,443,778
Common Shares, No Par Value	$ 0	$ 0
Common Shares, Issued	5,557,405	3,850,105
Common Shares, Outstanding	5,557,405	3,850,105

Condensed Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Operating Activities [Abstract]
Net Loss	$ (3,049,000)	$ (3,509,000)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and Amortization	484,000	520,000
Revaluation of subscription agreements	(79,000)	0
Amortization of Debt Issuance Costs and Discounts	177,000	0
Share-based Payment Arrangement, Noncash Expense	5,000	240,000
Preferred shares interest expense, related party	0	261,000
Changes in operating assets and liabilities:
Accounts Receivable	(3,000)	641,000
Inventories	94,000	61,000
Accounts Payable and Accrued Liabilities	1,166,000	672,000
Accrued Payroll and Employee Compensation	88,000	182,000
Deferred Revenue	(446,000)	(256,000)
Other Assets and Liabilities, Net	473,000	186,000
Net Cash Used in Operating Activities	(1,090,000)	(1,002,000)
Financing activities:
Proceeds from Issuance of Unsecured Debt	667,000	0
Proceeds from Convertible Debt	375,000	0
Proceeds from Related Party Convertible Debt	200,000	0
Proceeds from Stock Options Exercised	75,000	0
Proceeds from debt-related party	0	523,000
Proceeds from (Repayments of) Lines of Credit	(2,000)	289,000
Net Cash Provided by Financing Activities	1,315,000	812,000
Net Increase (Decrease) in cash and cash equivalents	225,000	(190,000)
Cash, Cash Equivalents, Beginning	149,000	341,000
Cash, Cash Equivalents, Ending	$ 374,000	$ 151,000

Condensed Consolidated Statements of Cash Flows Supplemental Disclosures of Cash Flow Information - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Supplemental Cash Flow Information [Abstract]
Cash paid for interest	$ 17,000	$ 19,000
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]
Issuance of common shares for settlement of liabilities	1,248,000	105,000
Debt Conversion, Converted Instrument, Amount	377,000	0
Conversion of Stock, Amount Issued	292,000	0
Convertible debt issued for prepaid services	150,000	0
Issuance of common shares for settlement of related party liabilities	$ 76,000	$ 0

Condensed Consolidated Statements of Equity (Deficit) Statement - USD ($)	Total	Preferred Shares [Member]	Preferred Shares, Amount [Member]	Common Shares [Member]	Common Shares, Amount [Member]	AOCI [Member]	Accumulated Deficit [Member]
Preferred Shares, Outstanding at Dec. 31, 2018		0
Preferred Shares, Value, Issued at Dec. 31, 2018			$ 0
Shares, Issued at Dec. 31, 2018				2,219,141
Total Shareholders' Equity (Deficit) at Dec. 31, 2018	$ (5,607,000)				$ 183,524,000	$ (1,816,000)	$ (187,315,000)
Shares Issued During Period, Shares, Share-based Compensation, Gross				38,930
Restricted Shares, Value, Shares Issued Net of Tax Withholdings	0				0
Shares Issued During Period, Shares, Issued for Services				42,000
Shares Issued During Period, Value, Issued for Services	105,000				105,000
Share-based Compensation	124,000				124,000
Other Comprehensive Income (Loss), Net of Tax	40,000					40,000
Net Loss	(1,844,000)						(1,844,000)
Preferred Shares, Outstanding at Mar. 31, 2019		0
Preferred Shares, Value, Issued at Mar. 31, 2019			0
Shares, Issued at Mar. 31, 2019				2,300,071
Total Shareholders' Equity (Deficit) at Mar. 31, 2019	(7,182,000)				183,753,000	(1,776,000)	(189,159,000)
Preferred Shares, Outstanding at Dec. 31, 2018		0
Preferred Shares, Value, Issued at Dec. 31, 2018			0
Shares, Issued at Dec. 31, 2018				2,219,141
Total Shareholders' Equity (Deficit) at Dec. 31, 2018	(5,607,000)				183,524,000	(1,816,000)	(187,315,000)
Other Comprehensive Income (Loss), Net of Tax	42,000
Net Loss	(3,509,000)
Preferred Shares, Outstanding at Jun. 30, 2019		0
Preferred Shares, Value, Issued at Jun. 30, 2019			0
Shares, Issued at Jun. 30, 2019				2,303,088
Total Shareholders' Equity (Deficit) at Jun. 30, 2019	(8,728,000)				183,870,000	(1,774,000)	(190,824,000)
Preferred Shares, Outstanding at Mar. 31, 2019		0
Preferred Shares, Value, Issued at Mar. 31, 2019			0
Shares, Issued at Mar. 31, 2019				2,300,071
Total Shareholders' Equity (Deficit) at Mar. 31, 2019	(7,182,000)				183,753,000	(1,776,000)	(189,159,000)
Shares Issued During Period, Shares, Share-based Compensation, Gross				3,017
Restricted Shares, Value, Shares Issued Net of Tax Withholdings	0				0
Share-based Compensation	117,000				117,000
Other Comprehensive Income (Loss), Net of Tax	2,000					2,000
Net Loss	(1,665,000)						(1,665,000)
Preferred Shares, Outstanding at Jun. 30, 2019		0
Preferred Shares, Value, Issued at Jun. 30, 2019			0
Shares, Issued at Jun. 30, 2019				2,303,088
Total Shareholders' Equity (Deficit) at Jun. 30, 2019	$ (8,728,000)				183,870,000	(1,774,000)	(190,824,000)
Preferred Shares, Outstanding at Dec. 31, 2019	8,443,778	8,443,778
Preferred Shares, Value, Issued at Dec. 31, 2019			8,444,000
Shares, Issued at Dec. 31, 2019				3,850,105
Total Shareholders' Equity (Deficit) at Dec. 31, 2019	$ 1,240,000				186,161,000	(1,769,000)	(191,596,000)
Shares Issued During Period, Shares, Share-based Compensation, Gross				20,420
Restricted Shares, Value, Shares Issued Net of Tax Withholdings	0				0
Shares Issued During Period, Shares, Issued for Services				146,300
Shares Issued During Period, Value, Issued for Services	130,000				130,000
Share-based Compensation	5,000				5,000
Other Comprehensive Income (Loss), Net of Tax	(71,000)					(71,000)
Net Loss	(1,103,000)						(1,103,000)
Preferred Shares, Outstanding at Mar. 31, 2020		8,443,778
Preferred Shares, Value, Issued at Mar. 31, 2020			8,444,000
Shares, Issued at Mar. 31, 2020				4,016,825
Total Shareholders' Equity (Deficit) at Mar. 31, 2020	$ 201,000				186,296,000	(1,840,000)	(192,699,000)
Preferred Shares, Outstanding at Dec. 31, 2019	8,443,778	8,443,778
Preferred Shares, Value, Issued at Dec. 31, 2019			8,444,000
Shares, Issued at Dec. 31, 2019				3,850,105
Total Shareholders' Equity (Deficit) at Dec. 31, 2019	$ 1,240,000				186,161,000	(1,769,000)	(191,596,000)
Other Comprehensive Income (Loss), Net of Tax	(43,000)
Net Loss	$ (3,049,000)
Preferred Shares, Outstanding at Jun. 30, 2020	9,687,778	9,687,778
Preferred Shares, Value, Issued at Jun. 30, 2020			9,252,000
Shares, Issued at Jun. 30, 2020				5,557,405
Total Shareholders' Equity (Deficit) at Jun. 30, 2020	$ 1,083,000				188,288,000	(1,812,000)	(194,645,000)
Preferred Shares, Outstanding at Mar. 31, 2020		8,443,778
Preferred Shares, Value, Issued at Mar. 31, 2020			8,444,000
Preferred shares, Series D, shares		1,244,000
Preferred shares issued, amount	808,000		808,000
Preferred Shares, Series B, shares				450,000
Preferred Shares issued, Series B, amount	292,000				292,000
Shares, Issued at Mar. 31, 2020				4,016,825
Total Shareholders' Equity (Deficit) at Mar. 31, 2020	201,000				186,296,000	(1,840,000)	(192,699,000)
Stock Issued During Period, Shares, New Issues				580,580
Stock Issued During Period, Value, New Issues	377,000				377,000
Shares Issued During Period, Shares, Issued for Services				480,000
Shares Issued During Period, Value, Issued for Services	1,194,000				1,194,000
Issuance of stock options, settlement of liabilities					54,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period				30,000
Stock Issued During Period, Value, Stock Options Exercised	75,000				75,000
Other Comprehensive Income (Loss), Net of Tax	28,000					28,000
Net Loss	$ (1,946,000)						(1,946,000)
Preferred Shares, Outstanding at Jun. 30, 2020	9,687,778	9,687,778
Preferred Shares, Value, Issued at Jun. 30, 2020			$ 9,252,000
Shares, Issued at Jun. 30, 2020				5,557,405
Total Shareholders' Equity (Deficit) at Jun. 30, 2020	$ 1,083,000				$ 188,288,000	$ (1,812,000)	$ (194,645,000)

Organization and Business	6 Months Ended
Organization and Business	Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	Organization and Business Sphere 3D Corp. (the “Company”) was incorporated under the Business Corporations Act (Ontario) on May 2, 2007 as T.B. Mining Ventures Inc. On March 24, 2015, the Company completed a short-form amalgamation with a wholly-owned subsidiary. In connection with the short-form amalgamation, the Company changed its name to “Sphere 3D Corp.” The Company delivers data management and desktop and application virtualization solutions through hybrid cloud, cloud and on premise implementations by its global reseller network. The Company achieves this through a combination of containerized applications, virtual desktops, virtual storage and physical hyper-converged platforms. The Company’s products allow organizations to deploy a combination of public, private or hybrid cloud strategies while backing them up with the latest storage solutions. The Company has a portfolio of brands including SnapCLOUD^®, SnapServer^®, SnapSync^®, HVE, and V3^®. Merger Agreement On July 14, 2020, the Company entered into a definitive merger agreement (the “Rainmaker Merger Agreement”) pursuant to which it will acquire all of the outstanding securities of Rainmaker Worldwide Inc. (“Rainmaker”), a global Water-as-a-Service (“WaaS”) provider. Upon closing, the Company’s name will change to Rainmaker Worldwide Inc., and its business model will focus on Water-as-a-Service. Rainmaker management will assume leadership of the combined entity. Under the terms of the agreement, Rainmaker, a Nevada company, will merge with S3D Nevada Inc., a Nevada company wholly-owned by the Company, and the merged entity will be a wholly-owned subsidiary of the Company. Rainmaker shareholders will receive 0.33 of a share of the Company for each whole share of Rainmaker exchanged and one-third of a warrant or option for each whole warrant or option then held by such Rainmaker shareholder. Upon completion of the transaction the Company expects to remain listed on the NASDAQ market and will change its name to Rainmaker Worldwide Inc. and apply to change its trading symbol from ANY to RAIN. After completion of the transaction, it is expected that current holders of Rainmaker will own approximately 80% of the Company, on a fully diluted basis, as a result of their exchange of securities in the transaction. The transaction is subject to completion of an equity financing, or series of financings, for a minimum of $15.0 million at a share price to be mutually agreed upon prior to closing and such other customary regulatory and shareholder approvals, including the approval of NASDAQ. Closing is expected to occur in the fall of 2020, but in any event prior to December 31, 2020 and subject to extension to February 28, 2021 in certain circumstances. The intent of the transaction is to transform the Company to a Commercial WaaS provider. On August 4, 2020, the Company entered into a promissory note receivable agreement with Rainmaker pursuant to which the Company loaned Rainmaker $150,000 in exchange for the note receivable bearing interest at 10.0% per annum. The principal and accrued interest is due and payable in full on or before the earlier of: (i) the closing of the date of the Rainmaker Merger Agreement dated July 14, 2020, or (ii) February 28, 2021. In addition, as of April 4, 2020, the Company holds a $1.1 million convertible promissory note receivable included in other other current assets, due from Rainmaker, bearing interest at 3.0% per annum. The principal and accrued interest is due on November 24, 2020 and payable to the Company in shares of Rainmaker common stock. Management has projected that cash on hand and other sources of liquidity may not be sufficient to allow the Company to continue operations beyond October 31, 2020 if we are unable to raise additional funding for operations. We expect our working capital needs to increase in the future as we continue to expand and enhance our operations. Our ability to raise additional funds through equity or debt financings or other sources may depend on the financial success of our current business and successful implementation of our key strategic initiatives, financial, economic and market conditions and other factors, some of which are beyond our control. No assurance can be given that we will be successful in raising the required capital at reasonable cost and at the required times, or at all. Further equity financings may have a dilutive effect on shareholders and any debt financing, if available, may require restrictions to be placed on our future financing and operating activities. If we require additional capital and are unsuccessful in raising that capital, we may not be able to continue our business operations and advance our growth initiatives, which could adversely impact our business, financial condition and results of operations. Significant changes from the Company’s current forecasts, including but not limited to: (i) failure to comply with the terms and financial covenants in its debt facilities; (ii) shortfalls from projected sales levels; (iii) unexpected increases in product costs; (iv) increases in operating costs; (v) changes in the historical timing of collecting accounts receivable; and (vi) inability to maintain compliance with the requirements of the NASDAQ Capital Market and/or inability to maintain listing with the NASDAQ Capital Market could have a material adverse impact on the Company’s ability to access the level of funding necessary to continue its operations at current levels. If any of these events occurs or the Company is unable to generate sufficient cash from operations or financing sources, the Company may be forced to liquidate assets where possible and/or curtail, suspend or cease planned programs or operations generally or seek bankruptcy protection or be subject to an involuntary bankruptcy petition, any of, which would have a material adverse effect on the Company’s business, results of operations, financial position and liquidity. The Company incurred losses from operations and negative cash flows from operating activities for the six months ended June 30, 2020, and such losses may continue for the foreseeable future. Based upon the Company's current expectations and projections for the next year, the Company believes that it may not have sufficient liquidity necessary to sustain operations beyond October 31, 2020. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Significant Accounting Policies	6 Months Ended
Significant Accounting Policies	Jun. 30, 2020
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	Significant Accounting Policies Principles of Consolidation The condensed consolidated financial statements of the Company have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”), applied on a basis consistent for all periods. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for a complete set of financial statements. These condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on May 13, 2020. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. These condensed consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany balances and transactions have been appropriately eliminated in consolidation. Use of Estimates The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the determination of provisions for impairment assessments of goodwill, other indefinite-lived intangible assets; revenue; allowance for doubtful receivables; inventory valuation; warranty provisions; and litigation claims. Actual results could differ from these estimates. Foreign Currency Translation The financial statements of foreign subsidiaries, for which the functional currency is the local currency, are translated into U.S. dollars using the exchange rate at the consolidated balance sheet date for assets and liabilities and a weighted-average exchange rate during the year for revenue, expenses, gains and losses. Translation adjustments are recorded as other comprehensive income (loss) within shareholders’ equity. Gains or losses from foreign currency transactions are recognized in the condensed consolidated statements of operations. Such transactions resulted in a loss of $9,000 and gain of $14,000 in the three months ended June 30, 2020 and 2019, respectively, and a loss of none and $8,000 in the six months ended June 30, 2020 and 2019, respectively. Cash Equivalents Highly liquid investments with insignificant interest rate risk and original maturities of three months or less, when purchased, are classified as cash equivalents. Cash equivalents are composed of money market funds. The carrying amounts approximate fair value due to the short maturities of these instruments. Accounts Receivable Accounts receivable is recorded at the invoiced amount and is non-interest bearing. We estimate our allowance for doubtful accounts based on an assessment of the collectability of specific accounts and the overall condition of the accounts receivable portfolio. When evaluating the adequacy of the allowance for doubtful accounts, we analyze specific trade and other receivables, historical bad debts, customer credits, customer concentrations, customer credit-worthiness, current economic trends and changes in customers’ payment terms and/or patterns. We review the allowance for doubtful accounts on a quarterly basis and record adjustments as considered necessary. Customer accounts are written-off against the allowance for doubtful accounts when an account is considered uncollectable. Inventories Inventories are stated at the lower of cost and net realizable value using the first-in-first-out method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We assess the value of inventories periodically based upon numerous factors including, among others, expected product or material demand, current market conditions, technological obsolescence, current cost, and net realizable value. If necessary, we write down our inventory for obsolete or unmarketable inventory by an amount equal to the difference between the cost of the inventory and the net realizable value. Investment in Affiliate The Company holds an investment in equity securities of a nonpublic company for business and strategic purposes. The equity securities do not have a readily determinable fair value and are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its investment on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. Goodwill and Intangible Assets Goodwill represents the excess of consideration paid over the value assigned to the net tangible and identifiable intangible assets acquired. For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. For intangible assets acquired in a non-monetary exchange, the estimated fair values of the assets transferred (or the estimated fair values of the assets received, if more clearly evident) are used to establish their recorded values. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. Purchased intangible assets are amortized on a straight-line basis over their economic lives of six to 25 years for channel partner relationships, three to nine years for developed technology, three to eight years for capitalized development costs, and two to 25 years for customer relationships as this method most closely reflects the pattern in which the economic benefits of the assets will be consumed. Impairment of Goodwill and Intangible Assets Goodwill and intangible assets are tested for impairment on an annual basis at December 31, or more frequently if there are indicators of impairment. Triggering events for impairment reviews may be indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in our market capitalization. Intangible assets are quantitatively assessed for impairment, if necessary, by comparing their estimated fair values to their carrying values. If the carrying value exceeds the fair value, the difference is recorded as an impairment. Revenue Recognition The Company accounts for revenue pursuant to ASU 2014-09, Revenue from Contracts with Customers and all the related amendments (“Topic 606”). Under Topic 606, an entity is required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and contract consideration will be recognized on a “sell-in basis” or when control of the purchased goods or services transfer to the distributor. The Company generates revenue primarily from: (i) solutions for standalone storage and integrated hyper-converged storage; (ii) professional services; and (iii) warranty and customer services. The Company recognizes revenue when it transfers 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. To determine revenue recognition for contracts with customers the Company performs the following five steps: (i) identify the promised goods or services in the contract; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. Approximately 70% of the Company’s revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied at a point in time. These contracts are generally comprised of a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when change of control has been transferred to the customer, generally at the time of shipment of products. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically less than 45 days. Revenue on direct product sales, excluding sales to distributors, are not entitled to any specific right of return or price protection, except for any defective product that may be returned under our standard product warranty. Product sales to distribution customers that are subject to certain rights of return, stock rotation privileges and price protections, contain a component of “variable consideration.” Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated fixed price and is net of estimates for variable considerations. For performance obligations related to warranty and customer services, such as extended product warranties, the Company transfers control and recognizes revenue on a time-elapsed basis. The performance obligations are satisfied as services are rendered typically on a stand-ready basis over the contract term, which is generally 12 months. In limited circumstances where a customer is unable to accept shipment and requests products be delivered to, and stored on, the Company’s premises, also known as a “bill-and-hold” arrangement, revenue is recognized when: (i) the customer has requested delayed delivery and storage of the products, (ii) the goods are segregated from the inventory, (iii) the product is complete, ready for shipment and physical transfer to the customer, and (iv) the Company does not have the ability to use the product or direct it to another customer. The Company also enters into revenue arrangements that may consist of multiple performance obligations of its product and service offerings such as for sales of hardware devices and extended warranty services. The Company allocates contract fees to the performance obligations on a relative stand-alone selling price basis. The Company determines the stand-alone selling price based on its normal pricing and discounting practices for the specific product and/or service when sold separately. When the Company is unable to establish the individual stand-alone price for all elements in an arrangement by reference to sold separately instances, the Company may estimate the stand-alone selling price of each performance obligation using a cost plus a margin approach, by reference to third party evidence of selling price, based on the Company’s actual historical selling prices of similar items, or based on a combination of the aforementioned methodologies; whichever management believes provides the most reliable estimate of stand-alone selling price. Warranty and Extended Warranty The Company records a provision for standard warranties provided with all products. If future actual costs to repair were to differ significantly from estimates, the impact of these unforeseen costs or cost reductions would be recorded in subsequent periods. Separately priced extended on-site warranties and service contracts are offered for sale to customers on all product lines. The Company contracts with third party service providers to provide service relating to on-site warranties and service contracts. Extended warranty and service contract revenue and amounts paid in advance to outside service organizations are deferred and recognized as service revenue and cost of service, respectively, over the period of the service agreement. The Company will typically apply the practical expedient to agreements wherein the period between transfer of any good or service in the contract and when the customer pays for that good or service is one year or less. Advanced payments for long-term maintenance and warranty contracts do not give rise to a significant financing component. Rather, such payments are required by the Company primarily for reasons other than the provision of finance to the entity. Research and Development Costs Research and development expenses include payroll, employee benefits, share-based compensation expense, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs. Comprehensive Income (Loss) Comprehensive income (loss) and its components encompass all changes in equity other than those arising from transactions with shareholders, including net loss and foreign currency translation adjustments, and is disclosed in a separate condensed consolidated statement of comprehensive loss. Share-based Compensation We account for share-based awards, and similar equity instruments, granted to employees, non-employee directors, and consultants under the fair value method. Share-based compensation award types include stock options and restricted stock. We use the Black-Scholes option pricing model to estimate the fair value of option awards on the measurement date, which generally is the date of grant. The expense is recognized over the requisite service period (usually the vesting period) for the estimated number of instruments for which service is expected to be rendered. The fair value of restricted stock units (“RSUs”) is estimated based on the market value of the Company’s common shares on the date of grant. The fair value of options granted to non-employees is estimated at the measurement date using the Black-Scholes option pricing model. Share-based compensation expense for options with graded vesting is recognized pursuant to an accelerated method. Share-based compensation expense for RSUs is recognized over the vesting period using the straight-line method. Share-based compensation expense for an award with performance conditions is recognized when the achievement of such performance conditions are determined to be probable. If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. Forfeitures are recognized in share-based compensation expense as they occur. We have not recognized, and do not expect to recognize in the near future, any tax benefit related to share-based compensation cost as a result of the full valuation allowance of our net deferred tax assets and its net operating loss carryforward. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, the Company believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption. Recently Adopted Accounting Pronouncements In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820) (“ASU 2018-13”). The new guidance removes, modifies and adds to certain disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The update is effective for annual reporting periods, including interim periods, beginning after December 15, 2019. The adoption of the new standard did not have an effect on our financial position, results of operations or cash flows. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). The update simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. An entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, if applicable. The loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. The same impairment test also applies to any reporting unit with a zero or negative carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The update is effective for annual reporting periods, including interim periods, beginning after December 15, 2019, on a prospective basis. The adoption of the new standard did not have an effect on our financial position, results of operations or cash flows.

Certain Balance Sheet Items

6 Months Ended

Jun. 30, 2020

Balance Sheet Related Disclosures [Abstract]

Inventories Disclosures [Text Block]

The following table summarizes inventories (in thousands):



	June 30, 2020		December 31, 2019
Raw materials	$	120	$	92
Work in process	166		137
Finished goods	373		524
	$	659	$	753

The following table summarizes other current assets (in thousands):



	June 30, 2020		December 31, 2019
Convertible promissory note receivable	$	1,105	$	—
Prepaid services	896		23
Prepaid insurance	177		184
Transition service agreement	153		345
Deferred cost - service contracts	113		118
Other	13		—
	$	2,457	$	670

The following table summarizes other assets (in thousands):



	June 30, 2020		December 31, 2019
Prepaid insurance and services	$	452	$	519
Deferred cost – service contracts	99		154
Other	4		6
	$	555	$	679

Intangible Assets

6 Months Ended

Jun. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets Disclosure [Text Block]

Intangible Assets

The following table summarizes intangible assets, net (in thousands):



	June 30, 2020			December 31, 2019
Developed technology	$	13,323		$	13,323
Channel partner relationships	730			730
Capitalized development costs⁽¹⁾	2,896			3,047
Customer relationships	380			380
	17,329			17,480
Accumulated amortization:
Developed technology	(12,920		)	(12,682		)
Channel partner relationships	(416		)	(355		)
Capitalized development costs⁽¹⁾	(2,167		)	(2,094		)
Customer relationships	(334		)	(328		)
	(15,837		)	(15,459		)
Total finite-lived assets, net	1,492			2,021
Indefinite-lived intangible assets - trade names	280			280
Total intangible assets, net	$	1,772		$	2,301

________________


(1)	Includes the impact of foreign currency exchange rate fluctuations.

Amortization expense of intangible assets was $237,000 and $252,000 during the three months ended June 30, 2020 and 2019, respectively. Amortization expense of intangible assets was $482,000 and $518,000 during the six months ended June 30, 2020 and 2019, respectively. Estimated amortization expense for intangible assets is expected to be approximately $438,000 for the remainder of 2020 and $495,000, $350,000, $34,000, $12,000, and $11,000 in fiscal 2021, 2022, 2023, 2024 and 2025, respectively.

Investment in Affiliate (Notes)	6 Months Ended
Investment in Affiliate (Notes)	Jun. 30, 2020
Investments, Debt and Equity Securities [Abstract]
Investments in and Advances to Affiliates, Schedule of Investments [Text Block]	Investment in Affiliate In November 2018, in connection with the divestiture of Overland, the Company received 1,879,699 Silicon Valley Technology Partners (“SVTP”) Preferred Shares representing 19.9% of the outstanding shares of capital stock of SVTP with a fair value of $2.1 million. The fair value of this investment was estimated using discounted cash flows and consideration of the Exchange Agreement described below. The Company concluded it does not have a significant influence over the investee. There were no known identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment at June 30, 2020. In November 2018, the Company also entered into an Exchange and Buy-Out Agreement (the “Exchange Agreement”), between the Company, FBC Holdings, SVTP, and MF Ventures LLC (“MFV”). Under the terms of the Exchange Agreement, (i) the Company granted FBC Holdings the right to exchange up to 2,500,000 of the Company’s Series B Preferred Shares held by FBC Holdings for up to all of the SVTP Preferred Shares held by the Company (the “Exchange Right”), with such Exchange Right expiring within two years of the November 2018 closing. On July 12, 2019, in connection with the Exchange Agreement, the Company entered into an amendment to the Exchange Agreement by and among the Company, FBC Holdings, SVTP and MFV such that the rights and obligations under the Exchange Agreement would apply to the Series B Preferred Shares in respect of which the Series A Preferred Shares were exchanged under the Share Exchange Agreement. In connection with the Exchange Agreement, the Company entered into a security and pledge agreement between the Company and FBC Holdings, pursuant to which, among other things, the Company granted a security interest to FBC Holdings in all the SVTP Preferred Shares held by the Company to secure the Company’s obligations under the Exchange Agreement.

Debt	6 Months Ended
Debt	Jun. 30, 2020
Debt Disclosure [Abstract]
Debt Disclosure [Text Block]	Debt On April 9, 2020, the Company received loan proceeds in the amount of $667,400 (the “PPP Funds”) and entered into a loan agreement with Citizens National Bank of Texas pursuant to the CARES Act. The CARES Act was established in order to enable small businesses to pay employees during the economic slowdown caused by COVID-19 by providing forgivable loans to qualifying businesses for up to 2.5 times their average monthly payroll costs. The amount borrowed by the Company under the CARES Act is eligible to be forgiven provided that (a) the Company uses the PPP Funds during the eight week period after receipt thereof, and (b) the PPP Funds are only used to cover payroll costs (including benefits), rent, mortgage interest, and utility costs. The amount of loan forgiveness will be reduced if, among other reasons, the Company does not maintain staffing or payroll levels. Principal and interest payments on any unforgiven portion of the PPP Funds (the “PPP Loan”) will be deferred for six months and will accrue interest at a fixed annual rate of 1.0% and carry a two year maturity date. There is no prepayment penalty on the CARES Act Loan. Convertible Debt On February 13, 2020, the Company entered into a business advisory agreement with Torrington Financial Services Ltd (“Torrington”), a financial adviser to the Company. As a result of the March 23, 2020 transaction, Torrington and its entity under common control, Lallande Poydras Investment Partnership (“Lallande”), both participated in the below offering and are classified as a related party of the Company. On March 23, 2020, the Company entered into subscription agreements by and among the Company and the investors party thereto, including Torrington and Lallande, for the purchase and sale of 725 units (collectively, the “Units” and individually, a “Unit”) for aggregate gross proceeds of $725,000 with each Unit consisting of (a) a 6.0% convertible debenture in the principal amount of $1,000, which is convertible at $0.6495 per share into 1,540 common shares of the Company, and (b) a warrant to purchase 1,540 common shares of the Company exercisable at any time on or before the third year anniversary date at an exercise price of $0.60 per share. The warrant includes a provision restricting the warrant holder from exercising it if the aggregate number of common shares held by the warrant holder equals or exceeds 5.0% of the issued and outstanding shares of the Company, calculated on a partially converted basis (i.e., assuming the conversion of all rights to receive common shares of the Company held by the warrant holder). All values are assigned to the debts and no value has been assigned to the equity component. Torrington and Lallande participated in the offering and in the aggregate purchased 200 units, as well as for compensation for Torrington’s services, the Company issued to Torrington convertible debentures equal to $58,000 and convertible into 89,320 common shares and a warrant for the purchase of 89,320 shares, with other terms substantially the same as the investors. The Company received cash proceeds of $575,000 from the offering, and a participant of the offering paid on the Company’s behalf $150,000 directly to a business advisor for a prepayment of future services to the Company. The Company intends to use the remaining proceeds from the offering for general corporate and working capital purposes. Between April 7, 2020 and April 24, 2020, the Company converted $377,000 of convertible debt and issued 580,580 common shares of the Company, of which $176,000 of debt converted was held by related parties, and they were issued in the aggregate 271,040 common shares. Between July 9, 2020 and July 15, 2020, the Company converted $348,000 of convertible debt and issued 535,920 common shares of the Company, of which $174,000 of debt converted was held by related parties, and they were issued in the aggregate 267,960 common shares. On July 9, 2020, the Company issued 200,000 common shares of the Company for the exercise of the March 23, 2020 warrants and received $120,000 in proceeds. Line of credit The Company has a line of credit agreement with a bank with a maximum borrowing limit, effective July 2, 2019, of $500,000. Borrowings under this agreement bear interest at a rate of 6.5% per annum. The line of credit expires on September 19, 2020. Borrowings under the line of credit are secured by the inventory and accounts receivable balances of the Company. At June 30, 2020, the outstanding balance was $489,000. The line of credit agreement also contains customary insurance requirements, limits on cross collateralization and events of default, including, among other things, failure to make payments, insolvency or bankruptcy, business termination, merger or consolidation or acquisition without written consent, a material impairment in the perfection or priority of the Lender’s lien in the collateral or in the value of such collateral, or material adverse change to the business that would impair the loan.

Fair Value Measurements	6 Months Ended
Fair Value Measurements	Jun. 30, 2020
Fair Value Disclosures [Abstract]
Fair Value Disclosures [Text Block]	Fair Value Measurements The authoritative guidance for fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis Our financial instruments include cash equivalents, accounts receivable, accounts payable, accrued expenses, debt, related party debt and preferred shares. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying amount of cash equivalents, accounts receivable, note receivable, prepaid expenses, accounts payable and accrued expenses are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. The carrying value of debt and related party debt approximates its fair value as the borrowing rates are substantially comparable to rates available for loans with similar terms. The Company estimates the fair value of the preferred shares utilizing Level 2 inputs, including market yields for similar instruments. Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis The Company's non-financial assets such as investment in affiliate, goodwill, intangible assets and property and equipment are recorded at fair value when an impairment is recognized or at the time acquired in a business combination.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Preferred Shares (Notes)	6 Months Ended
Preferred Shares (Notes)	Jun. 30, 2020
Other Liabilities Disclosure [Abstract]
Preferred Stock [Text Block]	Preferred Shares Series D Preferred Shares On May 6, 2020, the Company filed articles of amendment to create a fourth series of preferred shares, being, an unlimited number of Series D Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. The Series D Preferred Shares are convertible into our common shares, at a conversion price equal to $0.65, subject to certain anti-dilution adjustments. Each shareholder of the Series D Preferred Shares, may, at any time, convert all or any part of the Series D Preferred Shares provided that after such conversion the common shares issuable, together with all the common shares held by the shareholder in the aggregate would not exceed 9.9% of the total number of outstanding common shares of the Company or in the aggregate no more than 800,000 common shares by all holders of Series D Preferred Shares. On April 30, 2020, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with two investors (the “Purchasers“) relating to the issuance and sale, in the aggregate, of 1,694,000 shares (the “Shares“) of the Company's subsequently established Series D Convertible Preferred Shares, no par value and warrants to purchase up to 1,694,000 common shares of the Company in a private placement transaction, in exchange for the assignment to the Company by the investors of certain convertible promissory notes receivable held by the investors in an aggregate amount of $1.1 million. The notes receivable bear interest at 3.0% per annun and are convertible into shares of Rainmaker common stock on November 24, 2020. Subject to certain limitations, the warrants will be exercisable commencing on the six month anniversary at an exercise price equal to $0.92 per common share, subject to adjustments as provided under the terms of the warrants, and are exercisable for a five years period. The warrants include a provision restricting the warrant holder from exercising it if the aggregate number of common shares held by the warrant holder equals or exceeds 5.0% of the issued and outstanding shares of the Company, calculated on a partially converted basis (i.e., assuming the conversion of all rights to receive common shares of the Company held by the warrant holder). The Series D Preferred Shares are convertible at the option of the holder, subject to certain conditions. On May 25, 2020, the Company converted 450,000 shares of the Series D Preferred Shares and issued 450,000 common shares of the Company. As a result of the conversion, one of the Purchasers, Gora Consulting Corp. (“Gora”) is classified as a related party of the Company. Gora participated in the Securities Purchase Agreement by acquiring 847,000 Shares and warrants to purchase 847,000 common shares, in exchange for the assignment to the Company certain promissory notes receivable held by Gora in an aggregate amount of $550,000. On May 25, 2020, Gora was issued 225,000 common shares. In addition, on April 21, 2020, the sole owner of Gora entered into a share purchase agreement with an employee of the Company and acquired 211,745 common shares of the Company. On July 13, 2020, the Company converted 225,000 shares of the Series D Preferred Shares and issued 225,000 common shares of the Company, which 150,000 common shares were issued to Gora, a related party of the Company. On August 10, 2020, the Company converted 110,000 shares of the Series D Preferred Shares and issued 110,000 common shares of the Company to Gora. Series C Preferred Shares On October 30, 2019, the directors of the Company passed a resolution authorizing the filing of articles of amendment to create a third series of preferred shares, being, an unlimited number of Series C Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. On November 6, 2019, the Company filed the Articles of Amendment to create the Series C Preferred Shares. Pursuant to the articles of amendment governing the rights and preferences of outstanding shares of Series C Preferred Shares, each preferred share, subject to prior shareholder approval, are convertible into our common shares, at a conversion rate in effect on the date of conversion. Overland, a related party and the sole shareholder of the Series C Preferred Shares, agreed that it would not exercise its conversion right with respect to its Series C Preferred Shares until the earlier of (i) October 31, 2020 and (ii) such time that we file for bankruptcy or an involuntary petition for bankruptcy is filed against us (unless such petition is dismissed or discharged within 30 days) provided that after such conversion the common shares issuable, together with the aggregate common shares held by Overland would not exceed 19.9% of the total number of outstanding common shares of the Company. At June 30, 2020, the Company has issued and outstanding 1,600,000 Series C Preferred Shares of the Company valued at $1.00 per share. Series B Preferred Shares In July 2019, the Company filed articles of amendment to create a second series of preferred shares, being, an unlimited number of Series B Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. In July 2019, following the filing of the Articles of Amendment to create the Series B Preferred Shares, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with FBC Holdings to exchange 6,500,000 Series A Preferred Shares held by FBC Holdings for 6,500,000 Series B Preferred Shares. On July 14, 2020, the Company entered into a lock-up agreement (the "Lock-up Agreement") with FBC Holdings with respect to the 6,500,000 Series B Preferred Shares of the Company owned by FBC. Pursuant to the terms of the Lock-up Agreement, FBC has agreed that for the period of time between (a) July 14, 2020 and (b) the earlier to occur of (i) April 30, 2021 and (ii) the date that is 180 days after a Change of Control (as defined in the Lock-up Agreement), it will not without the prior written consent of the Company convert any of the Series B Preferred Shares into common shares of the Company. In July 2019, in connection with the Share Exchange Agreement, the Company entered into an amendment to the Exchange and Buy-Out Agreement by and among the Company, FBC Holdings, SVTP and MFV such that the rights and obligations under the Exchange and Buy-Out Agreement would apply to the Series B Preferred Shares in respect of which the Series A Preferred Shares were exchanged under the Share Exchange Agreement. In August 2019, the Company issued 343,778 Series B Preferred Shares with a fair value of $343,778 to FBC Holdings in satisfaction of accrued dividends at such date. For the three months ended June 30, 2020 and 2019, there was related party interest expense of none and $131,000, respectively, related to preferred shares dividends. The Series B Preferred Shares (i) are convertible into the Company’s common shares, subject to prior shareholder approval, at a conversion rate equal to $1.00 per share, plus accrued and unpaid dividends, divided by an amount equal to 0.85 multiplied by a 15-day volume weighted average price per common share prior to the date the conversion notice is provided (the “Conversion Rate”), subject to a conversion price floor of $0.80, (ii) if the Company receives any cash dividends on its equity investment in Silicon Valley Technology Partners, Inc., in an amount equal to such cash dividend received, cumulative cash dividends at a rate of 8.0% of the Series B Preferred Shares, (iii) after November 13, 2020, fixed, preferential, cumulative cash dividends at the rate of 8.0% of the Series B Preferred Shares subscription price per year, and (iv) carry a liquidation preference equal to the subscription price per Series B Preferred Share plus any accrued and unpaid dividends. The common shares issuable upon the conversion of the Series B Preferred Shares may constitute more than 20% of the common shares of the Company currently outstanding and may result in a change of control of the Company, and therefore the Company will seek shareholder approval for the issuance of all common shares issuable upon conversion of the Series B Preferred Shares. In the event shareholder approval is not obtained, FBC Holdings and its affiliates will not be entitled to convert such Series B Preferred Shares into common shares, but any unaffiliated transferee may convert all or any part of the Series B Preferred Shares held by such transferee into the number of fully paid and non-assessable common shares that is equal to the number of Series B Preferred Shares to be converted multiplied by the Conversion Rate in effect on the date of conversion; provided that, (x) after such conversion, the common shares issuable upon such conversion, together with all common shares held by such third party transferee that are or would be deemed to be aggregated under the rules of the Nasdaq Stock Market, in the aggregate would not exceed 19.9% of the total number of common shares of the Company then outstanding and (y) such conversion and issuance would not otherwise violate or cause the Company to violate the Company’s obligations under the rules or regulations of the Nasdaq Stock Market. Management has determined that the conversion terms of the Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares do not cause the preferred shares to be treated as liability instruments, and accordingly such preferred shares are presented as equity instruments.

Share Capital

6 Months Ended

Jun. 30, 2020

Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Share Capital

On June 1, 2020, the Company entered into a consulting agreement with GROUPE PARAMEUS CORP (“GROUPE P”) to provide consulting services for one year to the Company in the area of corporate finance, investor communications and financial and investor public relations. As compensation for GROUPE P’s services to be provided pursuant to the consulting agreement, in addition to a prepayment of $150,000 in cash, the Company granted 100,000 restricted stock awards, 100,000 common shares of the Company pursuant to the terms of Regulation D under the Securities Act of 1933, and a non-qualified stock option for the purchase of 50,000 common shares at an exercise price of $2.52 per share with a vest period over six months. On June 16, 2020, the Company issued 200,000 common shares to GROUPE P with a fair value of $504,000.

On April 24, 2020, the Company entered into a consulting agreement with ROK Consulting Inc. (“ROK”) to provide consulting services to the Company in the area of corporate finance, investor communications and financial and investor public relations (the “ROK Consulting Agreement”). As compensation for ROK’s services to be provided pursuant to the ROK Consulting Agreement, in addition to cash compensation, the Company agreed to issue to ROK 375,000 common shares of the Company, 150,000 of such shares were due at signing of the ROK Consulting Agreement, while the remaining 225,000 shares are to be issued upon the completion of the three-month term of the ROK Consulting Agreement. On June 19, 2020, the Company issued 150,000 common shares of the Company with a fair value of $360,000 to ROK per the terms of the ROK Consulting Agreement. On August 4, 2020, the Company issued 225,000 common shares of the Company with a fair value of $725,000 to ROK per the terms of the ROK Consulting Agreement. As a result of the common shares issued to ROK on August 4, 2020, ROK holds enough common shares of the Company to be classified as a related party of the Company.

In May 2020, the Company entered into an equity purchase agreement and registration rights agreement with Oasis Capital, LLC (“Oasis Capital”), to purchase from the Company up to $11.0 million worth of common shares of the Company. Under the purchase agreement, the Company has the right to sell up to $11.0 million of its common shares to Oasis Capital over a 36-month period, upon satisfaction of the conditions in the Agreement, including the effectiveness of a resale registration statement filed on Form S-1. The Company will control the timing and amount of any sales to Oasis Capital, and Oasis Capital is obligated to make purchases in accordance with the purchase agreement, upon certain terms and conditions being met. The purchase agreement, which contains a floor price of $1.58 per common share, allows the Company to fund its needs in a more expedient and cost-effective manner, on the pricing terms set forth in the purchase agreement. The equity line is designed to provide capital to the company as it is required. On August 5, 2020, the Company issued 15,000 common shares to Oasis Capital under the terms and conditions of the purchase agreement.

In October 2019, the Company entered into a share purchase agreement and issued 149,500 common shares of the Company at $1.19 per share to a supplier in exchange for the satisfaction of certain accounts payable. The aggregate amount of the obligations shall be reduced by the cash proceeds actually received by the supplier from the sale of the common shares. On May 26, 2020, the Company received notification of the sale of common shares had been settled and the Company received a reduction to its outstanding accounts payable of $299,000.

In October 2019, the Company entered into a share purchase agreement with a related party supplier of the Company and issued 330,000 common shares of the Company at $1.07 per share to the supplier in exchange for the satisfaction of certain accounts payable. The aggregate amount of the obligations shall be reduced by the cash proceeds actually received by the supplier from the sale of the common shares. On April 21, 2020, the Company received notification of the sale of common shares had been settled and the Company received a reduction to its outstanding accounts payable of $153,000.

In August 2019, the Company entered into a purchase agreement for a private placement to issue 251,823 common shares of the Company, of which 175,765 common shares have been issued at a purchase price of $1.29 per share for gross proceeds of $325,000. The remaining 76,058 common shares are pending issuance due to the Company not receiving the information necessary to issue the common shares. The Company used the proceeds from the offering for general corporate and working capital purposes.

Warrants

At June 30, 2020, the Company had the following outstanding warrants to purchase common shares:



Date issued	Contractual life (years)	Exercise price	Number outstanding		Expiration
October 2015	5	$466.00	2,010		October 14, 2020
December 2015	5	$500.00	5,138		December 15, 2020
December 2015	5	$216.00	7,500		December 4, 2020
March 2016	5	$500.00	150		March 4, 2021
August 2017	5	$42.00	37,500		August 11, 2022
August 2017	5	$42.00	11,876		August 16, 2022
August 2017	5	$42.00	25,625		August 22, 2022
April 2018	5	$5.60	111,563		April 17, 2023
March 2020	3	$0.60	1,205,820		March 23, 2023
April 2020	5	$0.92	1,694,000		April 30, 2025
			3,101,182	(1)

_______________


(1)	Includes warrants to purchase up to 1,244,320 common shares, in the aggregate, outstanding to related parties at June 30, 2020.

Equity Incentive Plan

6 Months Ended

Jun. 30, 2020

Share-based Payment Arrangement [Abstract]

Share-based Payment Arrangement [Text Block]

Equity Incentive Plans

During the six months ended June 30, 2020 and 2019, the Company granted awards of restricted stock units of none and 100,000, respectively, of which the 100,000 granted in 2019 were outside of the 2015 Performance Incentive Plan. The restricted stock units were recorded at fair value on the date of grant. Restricted stock units typically vest over a period of approximately three years. The restricted stock units granted outside of the 2015 Performance Incentive Plan are fully vested. During the six months ended June 30, 2020, the Company entered into various consulting agreements for business advisory services and granted to the same business advisors, in the aggregate, non-qualified stock options for the purchase of 130,000 common shares with an exercise price of $2.52 per share in lieu of cash payment for services performed of which 30,000 of such non-qualified options were granted to, and exercised by, a related party.

Restricted Stock Awards

During the six months ended June 30, 2020 and 2019, the Company granted restricted stock awards (“RSA”) in lieu of cash payment for services performed. The estimated fair value of the RSAs was based on the market value of the Company’s common shares on the date of grant. During the six months ended June 30, 2020 and 2019, the Company granted RSAs of 376,300 and 42,000, respectively, with a fair value of $710,000 and $105,000, respectively.

Share-Based Compensation Expense

The Company recorded the following compensation expense related to its share-based compensation awards:



	Three Months Ended June 30,					Six Months Ended June 30,
	2020		2019			2020		2019
Cost of sales	$	—	$	(487	)	$	—	$	205
Sales and marketing	—		69,004			2,014		79,317
Research and development	—		18,150			2,532		36,621
General and administrative	—		29,491			—		124,056
Total share-based compensation expense	$	—	$	116,158		$	4,546	$	240,199

As of June 30, 2020, there was no unrecognized compensation expense related to equity-based compensation awards.

Net Loss Per Share

6 Months Ended

Jun. 30, 2020

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

Net Loss per Share

Basic net loss per share is computed by dividing net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position.

Anti-dilutive common share equivalents excluded from the computation of diluted net loss per share were as follows:



	Three and Six Months Ended June 30,
	2020	2019
Common share purchase warrants	3,101,182	205,687
Convertible debt	625,240	—
Restricted stock not yet vested or released	—	110,993
Options outstanding	100,550	6,838

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2020
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	Related Party Transactions 1542082 Ontario Limited (“1542082 Ontario”), an investor participating in the March 23, 2020 offering, holds enough common shares of the Company be classified as a related party. 1542082 Ontario acquired 120,000 common shares of the Company in the March 23, 2020 offering. In March 2020, 1542082 Ontario, paid on the Company’s behalf $150,000 directly to a business advisor for a prepayment of future services to the Company. In October 2019, the Company entered into a conversion agreement by and among the Company, HVE and Overland under which Overland agreed to convert the following debt, accrued payables and prepayment of future goods and services into 1,600,000 Series C Preferred Shares of the Company valued at $1.00 per share: (i) principal and accrued interest of $520,000 under the Secured Promissory Note dated November 13, 2018 by and among the Company, HVE and Overland; (ii) accrued fees of $632,000 under the Transition Service Agreement (“TSA”) dated November 13, 2018 and as modified, by and among the Company and Overland; and (iii) prepayment of $448,000 for future goods and services under the TSA. As of June 30, 2020 and December 31, 2019, other current assets included $153,000 and $345,000, respectively, for prepayment of services under the TSA. In November 2018, the Company entered into a TSA to facilitate an orderly transition process for the divestiture of Overland. The TSA has terms ranging from up to 24 months depending on the service. Net expense incurred by the Company related to such agreement was approximately $15,000 and $187,000 during the three and six months ended June 30, 2020, respectively, and $84,000 and $165,000 during the three and six months ended June 30, 2019, respectively. As of June 30, 2020 and December 31, 2019, prepaid services included $98,000 and none, respectively, due to related parties for business advisory services.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Commitments and Contingencies

Letters of credit

During the ordinary course of business, the Company provides standby letters of credit to third parties as required for certain transactions initiated by the Company. As of June 30, 2020, the Company had no outstanding standby letters of credit.

Warranty and Extended Warranty

The Company had $212,000 and $272,000 in deferred costs included in other current and non-current assets related to deferred service revenue at June 30, 2020 and December 31, 2019, respectively. Changes in the liability for product warranty and deferred revenue associated with extended warranties and service contracts were as follows (in thousands):



	Deferred Revenue
Liability at January 1, 2020	$	1,109
Settlements made during the period	(450		)
Change in liability for warranties issued during the period	201
Change in liability for pre-existing warranties	—
Liability at June 30, 2020	$	860
Current liability	527
Non-current liability	333
Liability at June 30, 2020	$	860

Litigation

The Company is, from time to time, subject to claims and suits arising in the ordinary course of business. In the opinion of management, the ultimate resolution of such pending proceedings will not have a material effect on the Company’s results of operations, financial position or cash flows.

In January 2018, Mr. Vito Lupis filed a statement of claim in the Ontario Court of Justice alleging, among other things, breach of contracts, deceit and negligence against Mr. Giovanni J. Morelli, a former officer of the Company, and vicarious liability against the Company, in connection with stock purchase agreements and other related agreements that would have been entered into between Mr. Lupis and the Company in 2012. In March 2019, the Company and Mr. Lupis entered into a settlement agreement pursuant to which the Company has agreed to pay Mr. Lupis certain consideration, which is included in general and administrative expense, in exchange for a dismissal of the action. Currently, the Company has a judgment against it for the outstanding balance of the settlement.

In April 2015, we filed a proof of claim in connection with bankruptcy proceedings of V3 Systems, Inc. (“V3”) based on breaches by V3 of the Asset Purchase Agreement entered into between V3 and the Company dated February 11, 2014 (the “APA”). On October 6, 2015, UD Dissolution Liquidating Trust (“UD Trust”), post-confirmation liquidating trust established by V3’s plan of liquidation, filed a complaint against us and certain of our current and former directors in the U.S. Bankruptcy Court for the District of Utah Central Division objecting to our proof of claim and asserting claims for affirmative relief against us and our directors. This complaint alleges, among other things, that Sphere 3D breached the APA and engaged in certain other actions and/or omissions that caused V3 to be unable to timely sell the Sphere 3D common shares received by V3 pursuant to the APA. The UD Trust seeks, among other things, monetary damages for the loss of the potential earn-out consideration, the value of the common shares held back by us pursuant to the APA and costs and fees.

In March 2018, UD Trust filed a complaint in U.S. District Court for the Northern District of California (“California Complaint”) asserting that two transactions involving the Company constitute fraudulent transfers under federal and state law. First, UD Trust alleges that the consolidation of the Company’s and its subsidiaries’ indebtedness to the Cyrus Group into a debenture between FBC Holdings and the Company in December 2014 constitutes a fraudulent transfer. Second, UD Trust alleges that the Share Purchase Agreement constitutes a fraudulent transfer, and seeks to require that the proceeds of the transaction be placed in escrow until the V3 litigation is resolved. The California Complaint also asserts a claim against the Company’s former CEO for breach of fiduciary duty, and a claim against the Cyrus Group for aiding and abetting breach of fiduciary duty. On July 25, 2018, we filed a motion seeking to dismiss all of the claims asserted against the Company and its former CEO. On the same day, the Cyrus Group filed a motion seeking to dismiss all claims asserted against the Cyrus Group. The UD Trust voluntarily dismissed this case without prejudice on February 5, 2020.

On October 22, 2019, UD Trust filed an amended complaint in the Delaware Bankruptcy Court. The amended complaint includes all of the claims and parties in the original complaint first filed in October 2015 in the Utah Bankruptcy Court as well as the claims and additional parties in the California Complaint. We continue to believe this lawsuit to be without merit and intend to vigorously defend against the action. On February 10, 2020, we filed a renewed motion seeking to dismiss the majority of the claims asserted by the UD Trust in the amended complaint. On that same day, we also filed a counterclaim against the UD Trust in which we allege that V3 breached numerous provisions of the APA. The Company’s current and former officers and directors that were named as defendants in the amended complaint as well as the Cyrus Group all filed motions seeking to dismiss all claims that the UD Trust alleged against them. The parties have completed briefing of these matters, have requested oral argument, and are waiting for the court to schedule argument, or decide the motion.

Subsequent Events (Notes)	6 Months Ended
Subsequent Events (Notes)	Jun. 30, 2020
Subsequent Events [Abstract]
Subsequent Events [Text Block]	Subsequent Events On August 3, 2020, Dale Allan Peters (“Peters”), as the beneficial shareholder of 101250 Investments Ltd. (“101 Invest”), a company existing under the laws of the Turks & Caicos Islands and a water partner of Rainmaker, entered into a Share Purchase Agreement (the “Purchase Agreement”) with the Company. As a result of the Purchase Agreement, 101 Invest will become a wholly-owned subsidiary of the Company. Under the terms of the Purchase Agreement, the Company shall issue 480,000 common shares at $3.25 per share, to Peters, subject to regulatory and NASDAQ approvals, for a purchase price of $1,560,000. The common shares contain a legend, either statutory or contractual, which will restrict the resale of the common shares for a period of six-months and one day from the closing date. In addition, the Company shall hold back and retain 96,000 of the common shares for a six-month period from the closing date in support of any breaches of representations and warranties by Peters under the Purchase Agreement. 101 Invest has exclusive rights to deliver the Rainmaker water solution to three Turks and Caicos island communities - Plantation Hills, Blue Sky and Village Estates. The Company completed this transaction to assist in the deployment and expansion of its opportunities in the WaaS segment. On July 28, 2020, the Company entered into a Securities Purchase Agreement with Oasis Capital, a related party of the Company, pursuant to which the Company received $500,000 and issued to Oasis (i) an 8.0% original issue discount promissory note payable, with a six month term and aggregate principal amount of $615,000, and (ii) 90,000 common shares of the Company at $3.37 per share. Torrington, a related party, earned a fee of $40,000 for facilitating the transaction.

Significant Accounting Policies (Policies)	6 Months Ended
Significant Accounting Policies (Policies)	Jun. 30, 2020
Accounting Policies [Abstract]
Consolidation, Policy [Policy Text Block]	Principles of Consolidation The condensed consolidated financial statements of the Company have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”), applied on a basis consistent for all periods. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for a complete set of financial statements. These condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on May 13, 2020. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. These condensed consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany balances and transactions have been appropriately eliminated in consolidation.
Use of Estimates, Policy [Policy Text Block]	Use of Estimates The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the determination of provisions for impairment assessments of goodwill, other indefinite-lived intangible assets; revenue; allowance for doubtful receivables; inventory valuation; warranty provisions; and litigation claims. Actual results could differ from these estimates.
Foreign Currency Transactions and Translations Policy [Policy Text Block]	Foreign Currency Translation The financial statements of foreign subsidiaries, for which the functional currency is the local currency, are translated into U.S. dollars using the exchange rate at the consolidated balance sheet date for assets and liabilities and a weighted-average exchange rate during the year for revenue, expenses, gains and losses. Translation adjustments are recorded as other comprehensive income (loss) within shareholders’ equity. Gains or losses from foreign currency transactions are recognized in the condensed consolidated statements of operations.
Cash and Cash Equivalents, Policy [Policy Text Block]	Cash Equivalents Highly liquid investments with insignificant interest rate risk and original maturities of three months or less, when purchased, are classified as cash equivalents. Cash equivalents are composed of money market funds. The carrying amounts approximate fair value due to the short maturities of these instruments.
Accounts Receivable [Policy Text Block]	Accounts Receivable Accounts receivable is recorded at the invoiced amount and is non-interest bearing. We estimate our allowance for doubtful accounts based on an assessment of the collectability of specific accounts and the overall condition of the accounts receivable portfolio. When evaluating the adequacy of the allowance for doubtful accounts, we analyze specific trade and other receivables, historical bad debts, customer credits, customer concentrations, customer credit-worthiness, current economic trends and changes in customers’ payment terms and/or patterns. We review the allowance for doubtful accounts on a quarterly basis and record adjustments as considered necessary. Customer accounts are written-off against the allowance for doubtful accounts when an account is considered uncollectable.
Inventories, Policy [Policy Text Block]	Inventories Inventories are stated at the lower of cost and net realizable value using the first-in-first-out method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We assess the value of inventories periodically based upon numerous factors including, among others, expected product or material demand, current market conditions, technological obsolescence, current cost, and net realizable value. If necessary, we write down our inventory for obsolete or unmarketable inventory by an amount equal to the difference between the cost of the inventory and the net realizable value.
Investment in Affiliate [Policy Text Block]	Investment in Affiliate The Company holds an investment in equity securities of a nonpublic company for business and strategic purposes. The equity securities do not have a readily determinable fair value and are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its investment on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount.
Goodwill and Intangible Assets, Policy [Policy Text Block]	Goodwill and Intangible Assets Goodwill represents the excess of consideration paid over the value assigned to the net tangible and identifiable intangible assets acquired. For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. For intangible assets acquired in a non-monetary exchange, the estimated fair values of the assets transferred (or the estimated fair values of the assets received, if more clearly evident) are used to establish their recorded values. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. Purchased intangible assets are amortized on a straight-line basis over their economic lives of six to 25 years for channel partner relationships, three to nine years for developed technology, three to eight years for capitalized development costs, and two to 25 years for customer relationships as this method most closely reflects the pattern in which the economic benefits of the assets will be consumed.
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block]	Impairment of Goodwill and Intangible Assets Goodwill and intangible assets are tested for impairment on an annual basis at December 31, or more frequently if there are indicators of impairment. Triggering events for impairment reviews may be indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in our market capitalization. Intangible assets are quantitatively assessed for impairment, if necessary, by comparing their estimated fair values to their carrying values. If the carrying value exceeds the fair value, the difference is recorded as an impairment.
Revenue [Policy Text Block]	Revenue Recognition The Company accounts for revenue pursuant to ASU 2014-09, Revenue from Contracts with Customers and all the related amendments (“Topic 606”). Under Topic 606, an entity is required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and contract consideration will be recognized on a “sell-in basis” or when control of the purchased goods or services transfer to the distributor. The Company generates revenue primarily from: (i) solutions for standalone storage and integrated hyper-converged storage; (ii) professional services; and (iii) warranty and customer services. The Company recognizes revenue when it transfers 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. To determine revenue recognition for contracts with customers the Company performs the following five steps: (i) identify the promised goods or services in the contract; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. Approximately 70% of the Company’s revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied at a point in time. These contracts are generally comprised of a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when change of control has been transferred to the customer, generally at the time of shipment of products. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically less than 45 days. Revenue on direct product sales, excluding sales to distributors, are not entitled to any specific right of return or price protection, except for any defective product that may be returned under our standard product warranty. Product sales to distribution customers that are subject to certain rights of return, stock rotation privileges and price protections, contain a component of “variable consideration.” Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated fixed price and is net of estimates for variable considerations. For performance obligations related to warranty and customer services, such as extended product warranties, the Company transfers control and recognizes revenue on a time-elapsed basis. The performance obligations are satisfied as services are rendered typically on a stand-ready basis over the contract term, which is generally 12 months. In limited circumstances where a customer is unable to accept shipment and requests products be delivered to, and stored on, the Company’s premises, also known as a “bill-and-hold” arrangement, revenue is recognized when: (i) the customer has requested delayed delivery and storage of the products, (ii) the goods are segregated from the inventory, (iii) the product is complete, ready for shipment and physical transfer to the customer, and (iv) the Company does not have the ability to use the product or direct it to another customer. The Company also enters into revenue arrangements that may consist of multiple performance obligations of its product and service offerings such as for sales of hardware devices and extended warranty services. The Company allocates contract fees to the performance obligations on a relative stand-alone selling price basis. The Company determines the stand-alone selling price based on its normal pricing and discounting practices for the specific product and/or service when sold separately. When the Company is unable to establish the individual stand-alone price for all elements in an arrangement by reference to sold separately instances, the Company may estimate the stand-alone selling price of each performance obligation using a cost plus a margin approach, by reference to third party evidence of selling price, based on the Company’s actual historical selling prices of similar items, or based on a combination of the aforementioned methodologies; whichever management believes provides the most reliable estimate of stand-alone selling price.
Standard Product Warranty, Policy [Policy Text Block]	Warranty and Extended Warranty The Company records a provision for standard warranties provided with all products. If future actual costs to repair were to differ significantly from estimates, the impact of these unforeseen costs or cost reductions would be recorded in subsequent periods.
Extended Product Warranty, Policy [Policy Text Block]	Separately priced extended on-site warranties and service contracts are offered for sale to customers on all product lines. The Company contracts with third party service providers to provide service relating to on-site warranties and service contracts. Extended warranty and service contract revenue and amounts paid in advance to outside service organizations are deferred and recognized as service revenue and cost of service, respectively, over the period of the service agreement. The Company will typically apply the practical expedient to agreements wherein the period between transfer of any good or service in the contract and when the customer pays for that good or service is one year or less. Advanced payments for long-term maintenance and warranty contracts do not give rise to a significant financing component. Rather, such payments are required by the Company primarily for reasons other than the provision of finance to the entity.
Research and Development Expense, Policy [Policy Text Block]	Research and Development Costs Research and development expenses include payroll, employee benefits, share-based compensation expense, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs.
Comprehensive Income, Policy [Policy Text Block]	Comprehensive Income (Loss) Comprehensive income (loss) and its components encompass all changes in equity other than those arising from transactions with shareholders, including net loss and foreign currency translation adjustments, and is disclosed in a separate condensed consolidated statement of comprehensive loss.
Share-based Payment Arrangement [Policy Text Block]	Share-based Compensation We account for share-based awards, and similar equity instruments, granted to employees, non-employee directors, and consultants under the fair value method. Share-based compensation award types include stock options and restricted stock. We use the Black-Scholes option pricing model to estimate the fair value of option awards on the measurement date, which generally is the date of grant. The expense is recognized over the requisite service period (usually the vesting period) for the estimated number of instruments for which service is expected to be rendered. The fair value of restricted stock units (“RSUs”) is estimated based on the market value of the Company’s common shares on the date of grant. The fair value of options granted to non-employees is estimated at the measurement date using the Black-Scholes option pricing model. Share-based compensation expense for options with graded vesting is recognized pursuant to an accelerated method. Share-based compensation expense for RSUs is recognized over the vesting period using the straight-line method. Share-based compensation expense for an award with performance conditions is recognized when the achievement of such performance conditions are determined to be probable. If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. Forfeitures are recognized in share-based compensation expense as they occur. We have not recognized, and do not expect to recognize in the near future, any tax benefit related to share-based compensation cost as a result of the full valuation allowance of our net deferred tax assets and its net operating loss carryforward.
New Accounting Pronouncements, Policy [Policy Text Block]	Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, the Company believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption. Recently Adopted Accounting Pronouncements In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820) (“ASU 2018-13”). The new guidance removes, modifies and adds to certain disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The update is effective for annual reporting periods, including interim periods, beginning after December 15, 2019. The adoption of the new standard did not have an effect on our financial position, results of operations or cash flows. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). The update simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. An entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, if applicable. The loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. The same impairment test also applies to any reporting unit with a zero or negative carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The update is effective for annual reporting periods, including interim periods, beginning after December 15, 2019, on a prospective basis. The adoption of the new standard did not have an effect on our financial position, results of operations or cash flows.

Certain Balance Sheet Items (Tables)

6 Months Ended

Jun. 30, 2020

Balance Sheet Related Disclosures [Abstract]

Schedule of Inventory, Current [Table Text Block]

The following table summarizes inventories (in thousands):



	June 30, 2020		December 31, 2019
Raw materials	$	120	$	92
Work in process	166		137
Finished goods	373		524
	$	659	$	753

Schedule of Other Current Assets [Table Text Block]

The following table summarizes other current assets (in thousands):



	June 30, 2020		December 31, 2019
Convertible promissory note receivable	$	1,105	$	—
Prepaid services	896		23
Prepaid insurance	177		184
Transition service agreement	153		345
Deferred cost - service contracts	113		118
Other	13		—
	$	2,457	$	670

Schedule of Other Assets, Noncurrent [Table Text Block]

The following table summarizes other assets (in thousands):



	June 30, 2020		December 31, 2019
Prepaid insurance and services	$	452	$	519
Deferred cost – service contracts	99		154
Other	4		6
	$	555	$	679

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets [Table Text Block]

The following table summarizes intangible assets, net (in thousands):



	June 30, 2020			December 31, 2019
Developed technology	$	13,323		$	13,323
Channel partner relationships	730			730
Capitalized development costs⁽¹⁾	2,896			3,047
Customer relationships	380			380
	17,329			17,480
Accumulated amortization:
Developed technology	(12,920		)	(12,682		)
Channel partner relationships	(416		)	(355		)
Capitalized development costs⁽¹⁾	(2,167		)	(2,094		)
Customer relationships	(334		)	(328		)
	(15,837		)	(15,459		)
Total finite-lived assets, net	1,492			2,021
Indefinite-lived intangible assets - trade names	280			280
Total intangible assets, net	$	1,772		$	2,301

________________


(1)	Includes the impact of foreign currency exchange rate fluctuations.

Share Capital (Tables)

6 Months Ended

Jun. 30, 2020

Equity [Abstract]

Schedule of Warrants [Table Text Block]

At June 30, 2020, the Company had the following outstanding warrants to purchase common shares:



Date issued	Contractual life (years)	Exercise price	Number outstanding		Expiration
October 2015	5	$466.00	2,010		October 14, 2020
December 2015	5	$500.00	5,138		December 15, 2020
December 2015	5	$216.00	7,500		December 4, 2020
March 2016	5	$500.00	150		March 4, 2021
August 2017	5	$42.00	37,500		August 11, 2022
August 2017	5	$42.00	11,876		August 16, 2022
August 2017	5	$42.00	25,625		August 22, 2022
April 2018	5	$5.60	111,563		April 17, 2023
March 2020	3	$0.60	1,205,820		March 23, 2023
April 2020	5	$0.92	1,694,000		April 30, 2025
			3,101,182	(1)

_______________


(1)	Includes warrants to purchase up to 1,244,320 common shares, in the aggregate, outstanding to related parties at June 30, 2020.

Equity Incentive Plan (Tables)

6 Months Ended

Jun. 30, 2020

Share-based Payment Arrangement [Abstract]

Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

The Company recorded the following compensation expense related to its share-based compensation awards:



	Three Months Ended June 30,					Six Months Ended June 30,
	2020		2019			2020		2019
Cost of sales	$	—	$	(487	)	$	—	$	205
Sales and marketing	—		69,004			2,014		79,317
Research and development	—		18,150			2,532		36,621
General and administrative	—		29,491			—		124,056
Total share-based compensation expense	$	—	$	116,158		$	4,546	$	240,199

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2020

Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]



	Three and Six Months Ended June 30,
	2020	2019
Common share purchase warrants	3,101,182	205,687
Convertible debt	625,240	—
Restricted stock not yet vested or released	—	110,993
Options outstanding	100,550	6,838

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Schedule of Product Warranty Liability [Table Text Block]

Changes in the liability for product warranty and deferred revenue associated with extended warranties and service contracts were as follows (in thousands):



	Deferred Revenue
Liability at January 1, 2020	$	1,109
Settlements made during the period	(450		)
Change in liability for warranties issued during the period	201
Change in liability for pre-existing warranties	—
Liability at June 30, 2020	$	860
Current liability	527
Non-current liability	333
Liability at June 30, 2020	$	860

Organization and Business Going Concern (Details)	6 Months Ended
Organization and Business Going Concern (Details)	Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Substantial Doubt about Going Concern, Conditions or Events	Based upon the Company's current expectations and projections for the next year, the Company believes that it may not have sufficient liquidity necessary to sustain operations beyond October 31, 2020. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern

Organization and Business Rainmaker (Details) - USD ($)			6 Months Ended
Organization and Business Rainmaker (Details) - USD ($)	Aug. 04, 2020	Jul. 14, 2020	Jun. 30, 2020
Subsequent Event [Line Items]
Promissory note receivable			$ 1,100,000
Stated interest rate			3.00%
Note receivable due date			Nov. 24, 2020
Subsequent Event [Member]
Subsequent Event [Line Items]
Rainmaker merger terms		Rainmaker shareholders will receive 0.33 of a share of the Company for each whole share of Rainmaker exchanged and one-third of a warrant or option for each whole warrant or option then held by such Rainmaker shareholder
Rainmaker merger, minimum value		$ 15,000,000
Rainmaker merger, expected close date		Dec. 31, 2020
Promissory note receivable	$ 150,000
Stated interest rate	10.00%
Note receivable due date	Feb. 28, 2021

Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended
Significant Accounting Policies (Details) - USD ($)	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Accounting Policies [Abstract]
Foreign Currency Transaction (Loss) Gain	$ 9,000	$ (14,000)	$ 0	$ 8,000

Significant Accounting Policies Intangible Assets (Details)	6 Months Ended
	Jun. 30, 2020
Channel partner relationships [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	6 years
Channel partner relationships [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	25 years
Developed Technology Rights [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	3 years
Developed Technology Rights [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	9 years
Capitalized Development [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	3 years
Capitalized Development [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	8 years
Customer Relationships [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	2 years
Customer Relationships [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	25 years

Certain Balance Sheet Items Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Inventory [Line Items]
Raw Materials	$ 120	$ 92
Work in Process	166	137
Finished Goods	373	524
Inventories	$ 659	$ 753

Certain Balance Sheet Items Other current assets (Details) - USD ($)	Jun. 30, 2020	Jun. 01, 2020	Dec. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Convertible promissory note receivable	$ 1,105,000		$ 0
Prepaid Expense	896,000	$ 150,000	23,000
Prepaid Insurance	177,000		184,000
Transition service agreement	153,000		345,000
Deferred Costs - service contracts	113,000		118,000
Other	13,000		0
Other Assets, Current	$ 2,457,000		$ 670,000

Certain Balance Sheet Items Other long term assets (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance and services	$ 452	$ 519
Deferred Costs - service contracts	99	154
Other	4	6
Other Assets, Noncurrent	$ 555	$ 679

Intangible Assets Intangible Assets (Details) - USD ($)
$ in Thousands

Jun. 30, 2020

Dec. 31, 2019

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

$ 17,329

$ 17,480

Finite-Lived Intangible Assets, Accumulated Amortization

(15,837)

(15,459)

Finite-Lived Intangible Assets, Net

1,492

2,021

Indefinite-lived Intangible Assets (Excluding Goodwill)

280

Intangible Assets, Net

1,772

2,301

Developed Technology Rights [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

13,323

Finite-Lived Intangible Assets, Accumulated Amortization

(12,920)

(12,682)

Channel partner relationships [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

730

Finite-Lived Intangible Assets, Accumulated Amortization

(416)

(355)

Capitalized Development [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

^[1]

2,896

3,047

Finite-Lived Intangible Assets, Accumulated Amortization

^[1]

(2,167)

(2,094)

Customer Relationships [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

380

Finite-Lived Intangible Assets, Accumulated Amortization

$ (334)

$ (328)

[1]	Includes the impact of foreign currency exchange rate fluctuations.

Intangible Assets Amortization (Details) - USD ($)	3 Months Ended		6 Months Ended
Intangible Assets Amortization (Details) - USD ($)	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 237,000	$ 252,000	$ 482,000	$ 518,000
Amortization Expense, Remainder of Fiscal Year	438,000		438,000
Amortization Expense 2021	495,000		495,000
Amortization Expense 2022	350,000		350,000
Amortization Expense 2023	34,000		34,000
Amortization Expense 2024	12,000		12,000
Amortization Expense 2025	$ 11,000		$ 11,000

Investment in Affiliate (Details) - USD ($) $ in Millions		6 Months Ended
Investment in Affiliate (Details) - USD ($) $ in Millions	Nov. 13, 2018	Jun. 30, 2020
Investments, Debt and Equity Securities [Abstract]
Investments in and Advances to Affiliates, Balance, Shares	1,879,699
Discontinued Operation, Equity Method Investment Retained after Disposal, Ownership Interest after Disposal	19.90%
Disposal Group, Including Discontinued Operation, Consideration	$ 2.1
Investments in and Advances to Affiliates, Additional Information		no known identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment
Related Party Transaction, Description of Transaction		FBC Holdings the right to exchange up to 2,500,000 of the Company’s Series B Preferred Shares held by FBC Holdings for up to all of the SVTP Preferred Shares held by the Company (the “Exchange Right”), with such Exchange Right expiring within two years of the November 2018 closing

- Definition

A description of the related party transaction, including transactions to which no amounts or nominal amounts were ascribed and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements. Examples of common related party transactions are, sales, purchases and transfers of realty and personal property, services received or furnished, loans and leases to and from top management and affiliates.

+ References + Details

Debt PPP Loan (Details)	Apr. 09, 2020 USD ($)
Debt Disclosure [Abstract]
Covid-19 PPP Funds	$ 667,400
Covid-19 PPP Funds Interest Rate	1.00%
Covid-19 PPP Funds Repayment Period	2 years

Debt Convertible Debenture (Details)					1 Months Ended	6 Months Ended
Debt Convertible Debenture (Details)	Jul. 15, 2020 USD ($) shares	Jul. 09, 2020 USD ($) shares	Apr. 30, 2020	Mar. 23, 2020 USD ($) shares	Apr. 24, 2020 USD ($) shares	Jun. 30, 2020 USD ($)	Jun. 30, 2019 USD ($)	Jun. 01, 2020 USD ($)	Apr. 21, 2020 USD ($)	Dec. 31, 2019 USD ($)
Related Party Transaction [Line Items]
Subscription Agreement Units				725
Prepaid business advisory services						$ 896,000		$ 150,000		$ 23,000
Debt Conversion, Converted Instrument, Amount					$ 377,000	377,000	$ 0
Debt Conversion, Converted Instrument, Shares Issued \| shares					580,580
Convertible Debt				$ 725,000
Debt Instrument, Convertible, Terms of Conversion Feature				each Unit consisting of (a) a 6.0% convertible debenture in the principal amount of $1,000, which is convertible at $0.6495 per share into 1,540 common shares of the Company, and (b) a warrant to purchase 1,540 common shares of the Company exercisable at any time on or before the third year anniversary date at an exercise price of $0.60 per share
Warrant blocker, ownership not to exceed			5.00%	5.00%
Proceeds from Convertible Debt				$ 575,000		$ 375,000	$ 0
Related Party [Member]
Related Party Transaction [Line Items]
Subscription Agreement Units				200
Fund raise fees paid in common shares				$ 58,000
Commons shares issued for payment of services \| shares				89,320
Warrant issued for payment of fee \| shares				89,320
Prepaid business advisory services				$ 150,000					$ 150,000
Debt Conversion, Converted Instrument, Amount					$ 176,000
Convertible debt, shares issued to related parties \| shares					271,040
Subsequent Event [Member]
Related Party Transaction [Line Items]
Debt Conversion, Converted Instrument, Amount	$ 348,000
Debt Conversion, Converted Instrument, Shares Issued \| shares	535,920
Shares Issued, Warrants Exercised \| shares		200,000
Proceeds from Warrant Exercises		$ 120,000
Subsequent Event [Member] \| Related Party [Member]
Related Party Transaction [Line Items]
Debt Conversion, Converted Instrument, Amount	$ 174,000
Convertible debt, shares issued to related parties \| shares	267,960

Debt Line of credit (Details) - USD ($)	6 Months Ended
Debt Line of credit (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
Line of Credit Facility, Maximum Borrowing Capacity	$ 500,000
Line of Credit Facility, Interest Rate at Period End	6.50%
Line of Credit Facility, Expiration Date	Sep. 19, 2020
Line of credit	$ 489,000	$ 491,000

- Definition

The carrying value as of the balance sheet date of the current portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Preferred Shares Series D (Details) - USD ($)				6 Months Ended
Preferred Shares Series D (Details) - USD ($)	May 06, 2020	Apr. 30, 2020	Mar. 23, 2020	Jun. 30, 2020	Aug. 10, 2020	Jul. 14, 2020	Jul. 13, 2020	May 25, 2020	Apr. 21, 2020	Aug. 13, 2019	Jul. 12, 2019
Related Party Transaction [Line Items]
Preferred Shares, Shares Issued		1,694,000								343,778	6,500,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		1,694,000
Loans Receivable with Fixed Rates of Interest		$ 1,100,000
Preferred shares exchanged								450,000			6,500,000
Convertible Preferred Stock, Shares Issued upon Conversion								450,000
Loans and Leases Receivable, Related Parties, Description				The notes receivable bear interest at 3.0% per annun and are convertible into shares of Rainmaker common stock on November 24, 2020
Preferred Stock, Redemption Price Per Share	$ 0.65
Convertible Preferred Stock, Terms of Conversion	Each shareholder of the Series D Preferred Shares, may, at any time, convert all or any part of the Series D Preferred Shares provided that after such conversion the common shares issuable, together with all the common shares held by the shareholder in the aggregate would not exceed 9.9% of the total number of outstanding common shares of the Company or in the aggregate no more than 800,000 common shares by all holders of Series D Preferred Shares.			Series B Preferred Shares (i) are convertible into the Company’s common shares, subject to prior shareholder approval, at a conversion rate equal to $1.00 per share, plus accrued and unpaid dividends, divided by an amount equal to 0.85 multiplied by a 15-day volume weighted average price per common share prior to the date the conversion notice is provided (the “Conversion Rate”), subject to a conversion price floor of $0.80
Exercise Price of Warrants		$ 0.92
Warrants and Rights Outstanding, Term		5 years
Warrant blocker, ownership not to exceed		5.00%	5.00%
Beneficial Owner [Member]
Related Party Transaction [Line Items]
Preferred Shares, Shares Issued		847,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		847,000
Loans Receivable with Fixed Rates of Interest		$ 550,000
Convertible Preferred Stock, Shares Issued upon Conversion								225,000
Share purchase agreement, shares									211,745
Subsequent Event [Member]
Related Party Transaction [Line Items]
Preferred Shares, Shares Issued						6,500,000
Preferred shares exchanged							225,000
Convertible Preferred Stock, Shares Issued upon Conversion							225,000
Subsequent Event [Member] \| Beneficial Owner [Member]
Related Party Transaction [Line Items]
Preferred shares exchanged					110,000
Convertible Preferred Stock, Shares Issued upon Conversion					110,000		150,000

Preferred Shares Series C (Details) - $ / shares		6 Months Ended
Preferred Shares Series C (Details) - $ / shares	May 06, 2020	Jun. 30, 2020	Apr. 30, 2020	Oct. 31, 2019	Aug. 13, 2019	Jul. 12, 2019
Related Party Transaction [Line Items]
Convertible Preferred Stock, Terms of Conversion	Each shareholder of the Series D Preferred Shares, may, at any time, convert all or any part of the Series D Preferred Shares provided that after such conversion the common shares issuable, together with all the common shares held by the shareholder in the aggregate would not exceed 9.9% of the total number of outstanding common shares of the Company or in the aggregate no more than 800,000 common shares by all holders of Series D Preferred Shares.	Series B Preferred Shares (i) are convertible into the Company’s common shares, subject to prior shareholder approval, at a conversion rate equal to $1.00 per share, plus accrued and unpaid dividends, divided by an amount equal to 0.85 multiplied by a 15-day volume weighted average price per common share prior to the date the conversion notice is provided (the “Conversion Rate”), subject to a conversion price floor of $0.80
Preferred Shares Converted to Common Shares ownership maximum		19.90%
Preferred Shares, Shares Issued			1,694,000		343,778	6,500,000
Series C Preferred Stock [Member]
Related Party Transaction [Line Items]
Convertible Preferred Stock, Terms of Conversion		Overland, a related party and the sole shareholder of the Series C Preferred Shares, agreed that it would not exercise its conversion right with respect to its Series C Preferred Shares until the earlier of (i) October 31, 2020 and (ii) such time that we file for bankruptcy or an involuntary petition for bankruptcy is filed against us (unless such petition is dismissed or discharged within 30 days)
Preferred Shares Converted to Common Shares ownership maximum		19.90%
Preferred Shares, Shares Issued		1,600,000		1,600,000
Preferred Stock, Par or Stated Value Per Share		$ 1.00		$ 1.00

- Definition

Specific terms relevant to convertibility. Includes class of preferred stock and number of shares convertible into, exercise (or conversion) price or rates, dates relevant to conversion timing and events relevant to conversion. Describe also any beneficial conversion features. where convertible preferred stock with a nondetachable conversion feature is in-the-money at commitment date. For contingently convertible preferred stock, discuss the circumstances of the contingency, including the events or changes in circumstance that would cause the contingency to be met and any of the significant features necessary to understand the conversion rights and the timing of those rights. Include also an events or changes in circumstance, if any, that could adjust or change the contingency, conversion price, or number of shares, including significant terms of those changes.

+ References + Details

Preferred Shares Series B (Details) - USD ($)			3 Months Ended		6 Months Ended
Preferred Shares Series B (Details) - USD ($)	Jul. 14, 2020	May 06, 2020	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jul. 13, 2020	May 25, 2020	Apr. 30, 2020	Aug. 13, 2019	Jul. 12, 2019
Subsequent Event [Line Items]
Preferred shares exchanged							450,000			6,500,000
Preferred Shares, Shares Issued								1,694,000	343,778	6,500,000
Preferred Stock, Value, Issued									$ 343,778
Dividends			$ 0	$ 131,000
Convertible Preferred Stock, Terms of Conversion		Each shareholder of the Series D Preferred Shares, may, at any time, convert all or any part of the Series D Preferred Shares provided that after such conversion the common shares issuable, together with all the common shares held by the shareholder in the aggregate would not exceed 9.9% of the total number of outstanding common shares of the Company or in the aggregate no more than 800,000 common shares by all holders of Series D Preferred Shares.			Series B Preferred Shares (i) are convertible into the Company’s common shares, subject to prior shareholder approval, at a conversion rate equal to $1.00 per share, plus accrued and unpaid dividends, divided by an amount equal to 0.85 multiplied by a 15-day volume weighted average price per common share prior to the date the conversion notice is provided (the “Conversion Rate”), subject to a conversion price floor of $0.80
Preferred Stock, Dividend Rate, Percentage					8.00%
Change of control trigger			20.00%		20.00%
Preferred Shares Converted to Common Shares ownership maximum					19.90%
Subsequent Event [Member]
Subsequent Event [Line Items]
Preferred Stock, Redemption Terms	Pursuant to the terms of the Lock-up Agreement, FBC has agreed that for the period of time between (a) July 14, 2020 and (b) the earlier to occur of (i) April 30, 2021 and (ii) the date that is 180 days after a Change of Control (as defined in the Lock-up Agreement), it will not without the prior written consent of the Company convert any of the Series B Preferred Shares into common shares of the Company
Preferred shares exchanged						225,000
Preferred Shares, Shares Issued	6,500,000

Share Capital Group P (Details) - USD ($)				6 Months Ended
Share Capital Group P (Details) - USD ($)	Jun. 19, 2020	Jun. 16, 2020	Jun. 01, 2020	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Prepaid Expense			$ 150,000	$ 896,000		$ 23,000
Shares, Issued	150,000	200,000	100,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross			50,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price			$ 2.52
Award Vesting Period			6 months
Stock Issued	$ 360,000	$ 504,000		$ 1,248,000	$ 105,000
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants in Period			100,000	376,300	42,000

Share Capital ROK Consulting (Details) - USD ($)				6 Months Ended
Share Capital ROK Consulting (Details) - USD ($)	Aug. 04, 2020	Jun. 19, 2020	Jun. 16, 2020	Jun. 30, 2020	Jun. 30, 2019	Aug. 05, 2020	Jun. 01, 2020	Apr. 24, 2020
Subsequent Event [Line Items]
Shares, Issued		150,000	200,000				100,000
Stock Issued		$ 360,000	$ 504,000	$ 1,248,000	$ 105,000
Shares to be issued in lieu of cash				225,000				375,000
Related Party [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Shares, Issued	225,000					15,000
Stock Issued	$ 725,000

Share Capital Oasis Capital (Details) - USD ($) $ / shares in Units, $ in Millions	May 15, 2020	Aug. 05, 2020	Aug. 04, 2020	Jun. 19, 2020	Jun. 16, 2020	Jun. 01, 2020
Subsequent Event [Line Items]
Shares, Issued				150,000	200,000	100,000
Equity purchase agreement	$ 11.0
Equity purchase agreement term	36 months
Share Price Floor	$ 1.58
Related Party [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Shares, Issued		15,000	225,000

Share Capital (Details) - USD ($)	Jun. 30, 2020	May 26, 2020	Apr. 21, 2020	Dec. 31, 2019	Oct. 09, 2019
Equity [Abstract]
Common Shares, Issued	5,557,405			3,850,105	149,500
Shares Issued, Price Per Share					$ 1.19
Subsequent Event [Line Items]
Share Purchase Agreement, value		$ 299,000	$ 153,000

Share Capital Related Party Share Purchase Agreement (Details) - USD ($)	Jun. 30, 2020	May 26, 2020	Apr. 21, 2020	Dec. 31, 2019	Oct. 30, 2019	Oct. 09, 2019
Related Party Transaction [Line Items]
Common Shares, Issued	5,557,405			3,850,105		149,500
Shares Issued, Price Per Share						$ 1.19
Share Purchase Agreement, value		$ 299,000	$ 153,000
Related Party [Member]
Related Party Transaction [Line Items]
Common Shares, Issued					330,000
Shares Issued, Price Per Share					$ 1.07

Share Capital Private Placement (Details) - USD ($)		6 Months Ended	12 Months Ended
Share Capital Private Placement (Details) - USD ($)	Aug. 15, 2019	Jun. 30, 2020	Dec. 31, 2019	Oct. 09, 2019
Sale of Stock [Line Items]
Shares Issued, Price Per Share				$ 1.19
Private Placement [Member]
Sale of Stock [Line Items]
Stock Issued During Period, Shares, Period Increase (Decrease)	251,823		175,765
Shares Issued, Price Per Share	$ 1.29
Proceeds from Issuance of Common Shares, private placement	$ 325,000
Common shares not issued		76,058

Share Capital Warrants Outstanding (Details) - $ / shares	6 Months Ended
	Jun. 30, 2020	Apr. 30, 2020
Class of Warrant or Right [Line Items]
Exercise Price of Warrants		$ 0.92
Related Party [Member]
Class of Warrant or Right [Line Items]
Warrant, Outstanding	1,244,320
October 14, 2020 [Member]
Class of Warrant or Right [Line Items]
Warrant Term	5 years
Exercise Price of Warrants	$ 466.00
Warrant, Outstanding	2,010
Warrant expiration date	Oct. 14, 2020
December 15, 2020 [Member]
Class of Warrant or Right [Line Items]
Warrant Term	5 years
Exercise Price of Warrants	$ 500.00
Warrant, Outstanding	5,138
Warrant expiration date	Dec. 15, 2020
December 4, 2020 [Member]
Class of Warrant or Right [Line Items]
Warrant Term	5 years
Exercise Price of Warrants	$ 216.00
Warrant, Outstanding	7,500
Warrant expiration date	Dec. 04, 2020
March 4, 2021 [Member]
Class of Warrant or Right [Line Items]
Warrant Term	5 years
Exercise Price of Warrants	$ 500.00
Warrant, Outstanding	150
Warrant expiration date	Mar. 04, 2021
August 11, 2022 [Member]
Class of Warrant or Right [Line Items]
Warrant Term	5 years
Exercise Price of Warrants	$ 42.00
Warrant, Outstanding	37,500
Warrant expiration date	Aug. 11, 2022
August 16, 2022 [Member]
Class of Warrant or Right [Line Items]
Warrant Term	5 years
Exercise Price of Warrants	$ 42.00
Warrant, Outstanding	11,876
Warrant expiration date	Aug. 16, 2022
August 22, 2022 [Member]
Class of Warrant or Right [Line Items]
Warrant Term	5 years
Exercise Price of Warrants	$ 42.00
Warrant, Outstanding	25,625
Warrant expiration date	Aug. 22, 2022
April 17, 2023 [Member]
Class of Warrant or Right [Line Items]
Warrant Term	5 years
Exercise Price of Warrants	$ 5.60
Warrant, Outstanding	111,563
Warrant expiration date	Apr. 17, 2023
March 23, 2023 [Member]
Class of Warrant or Right [Line Items]
Warrant Term	3 years
Exercise Price of Warrants	$ 0.60
Warrant, Outstanding	1,205,820
Warrant expiration date	Mar. 23, 2023
April 30, 2025 [Member]
Class of Warrant or Right [Line Items]
Warrant Term	5 years
Exercise Price of Warrants	$ 0.92
Warrant, Outstanding	1,694,000
Warrant expiration date	Apr. 30, 2025
Warrant [Member]
Class of Warrant or Right [Line Items]
Warrant, Outstanding	3,101,182

Equity Incentive Plan Textuals (Details) - USD ($)		6 Months Ended
Equity Incentive Plan Textuals (Details) - USD ($)	Jun. 01, 2020	Jun. 30, 2020	Jun. 30, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units and Stock Options Vesting Period	6 months
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	50,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 2.52
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants in Period		0	100,000
RSUs Outside of 2015 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants in Period			100,000
Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units and Stock Options Vesting Period		3 years
Share-based Payment Arrangement, Nonemployee [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		130,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price		$ 2.52
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants in Period	100,000	376,300	42,000
RSAs, Share-based Third Party Liabilities Paid		$ 710,000	$ 105,000
Beneficial Owner [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period		30,000

Equity Incentive Plan Share-based Compensation Expense (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	$ 0	$ 116,158	$ 4,546	$ 240,199
Cost of Sales [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	0	(487)	0	205
Sales and Marketing Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	0	69,004	2,014	79,317
Research and Development Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	0	18,150	2,532	36,621
General and Administrative Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	$ 0	$ 29,491	$ 0	$ 124,056

Equity Incentive Plan (Details)	Jun. 30, 2020 USD ($)
Share-based Payment Arrangement [Abstract]
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount	$ 0

Net Loss Per Share Net Loss Per Share (Details) - shares shares in Thousands	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,101,182	205,687
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	625,240	0
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	110,993
Share-based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	100,550	6,838

Related Party Transactions (Details) - USD ($)		3 Months Ended		6 Months Ended
Related Party Transactions (Details) - USD ($)	Oct. 31, 2019	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Jun. 01, 2020	Apr. 30, 2020	Apr. 21, 2020	Mar. 23, 2020	Dec. 31, 2019	Aug. 13, 2019	Jul. 12, 2019
Related Party Transaction [Line Items]
Prepaid Expense		$ 896,000		$ 896,000		$ 150,000				$ 23,000
Preferred Shares, Shares Issued							1,694,000				343,778	6,500,000
Related Party Transaction, Amounts of Transaction		15,000	$ 84,000	187,000	$ 165,000
Related Party Transaction, Due from (to) Related Party, Current		98,000		98,000						0
Due from Related Parties, Current		$ 153,000		$ 153,000						$ 345,000
Series C Preferred Stock [Member]
Related Party Transaction [Line Items]
Preferred Shares, Shares Issued	1,600,000	1,600,000		1,600,000
Preferred Stock, Par or Stated Value Per Share	$ 1.00	$ 1.00		$ 1.00
Debt [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction	$ 520,000
Accrued Liabilities [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction	632,000
Prepaid Expenses and Other Current Assets [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction	$ 448,000
Related Party [Member]
Related Party Transaction [Line Items]
Share purchase agreement, shares								120,000
Prepaid Expense								$ 150,000	$ 150,000

Commitments and Contingencies (Details)	Jun. 30, 2020 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Letters of Credit Outstanding, Amount	$ 0

Commitments and Contingencies Warranty and Extended Warranty (Details) - USD ($)	6 Months Ended
	Jun. 30, 2020	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Deferred Costs, Service Revenue	$ 212,000	$ 272,000
Product Warranty Liability [Line Items]
Deferred revenue extended warranties, current	527,000
Deferred revenue extended warranties, noncurrent	333,000
Deferred revenue [Member]
Product Warranty Liability [Line Items]
Deferred Revenue, period start	1,109,000
Standard and Extended Product Warranty Accrual, Decrease for Payments	(450,000)
Standard and Extended Product Warranty Accrual, Increase for Warranties Issued	201,000
Standard and Extended Product Warranty Accrual, Increase (Decrease) for Preexisting Warranties	0
Deferred Revenue, period end	$ 860,000

Subsequent Events Purchase Agreement (Details) - Subsequent Event [Member]	Aug. 03, 2020 USD ($) $ / shares shares
Subsequent Event [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	480,000
Business Acquisition, Share Price \| $ / shares	$ 3.25
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned \| $	$ 1,560,000
Business acquisition shares hold back	96,000
Business acquisition shares hold back period	6 months

Subsequent Events Note Payable (Details) - USD ($)	Jul. 28, 2020	Jun. 19, 2020	Jun. 16, 2020	Jun. 01, 2020
Subsequent Event [Line Items]
Shares, Issued		150,000	200,000	100,000
Beneficial Owner [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Proceeds from Issuance of Debt	$ 500,000
Related Party Transaction, Rate	8.00%
Debt Instrument, Term	6 months
Notes Payable, Related Parties	$ 615,000
Shares, Issued	90,000
Share Price	$ 3.37
Debt Issuance Costs, Gross	$ 40,000