0001591956-21-000010 | 20-F | XBRL Viewer

Document Entity Information	12 Months Ended
Document Entity Information	Dec. 31, 2020 shares
Document Information [Abstract]
Entity Central Index Key	0001591956
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Document Type	20-F
Document Period End Date	Dec. 31, 2020
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-36532
Entity Registrant Name	Sphere 3D Corp.
Entity Incorporation, State or Country Code	A6
Entity Address, Address Line One	895 Don Mills Road, Bldg. 2, Suite 900
Entity Address, City or Town	Toronto
Entity Address, State or Province	ON
Entity Address, Postal Zip Code	M3C 1W3
Title of 12(b) Security	Common Shares
Trading Symbol	ANY
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding	7,867,186
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Document Accounting Standard	U.S. GAAP
Entity Shell Company	false
Entity Address, Country	CA
Document Registration Statement	false

Consolidated Balance Sheets - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Cash and Cash Equivalents	$ 461,000	$ 149,000
Accounts receivable, net	264,000	369,000
Inventories	558,000	753,000
Other Current Assets	807,000	670,000
Assets, Current	2,090,000	1,941,000
Note receivable	3,207,000	0
Investment	2,100,000	2,100,000
Property and Equipment, Net	0	2,000
Intangible Assets, Net	2,608,000	2,301,000
Goodwill	1,385,000	1,385,000
Other Assets	443,000	677,000
Total Assets	11,833,000	8,406,000
Accounts Payable	1,976,000	4,113,000
Accrued Liabilities	958,000	475,000
Accrued Payroll and Employee Compensation	293,000	340,000
Deferred Revenue	657,000	1,069,000
Secured Debt, Current	1,121,000	0
Debt, Related Party	304,000	0
Line of credit	406,000	491,000
Other Current Liabilities	90,000	158,000
Liabilities, Current	5,805,000	6,646,000
Deferred Revenue, long-term	301,000	485,000
Unsecured Long-term Debt, Noncurrent	672,000	0
Other Non-current Liabilities	46,000	35,000
Total Liabilities	6,824,000	7,166,000
Commitments and Contingencies (Note 14)
Preferred shares, no par value, unlimited shares authorized, 9,355,778 and 8,443,778 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively	11,769,000	8,444,000
Common shares, no par value; 7,867,186 and 3,850,105 shares issued and outstanding as of December 31, 2020 and 2019, respectively	192,406,000	186,161,000
Accumulated Other Comprehensive Loss	(1,791,000)	(1,769,000)
Accumulated Deficit	(197,375,000)	(191,596,000)
Total shareholders' equity	5,009,000	1,240,000
Total liabilities and shareholders' equity	$ 11,833,000	$ 8,406,000

Consolidated Balance Sheets Consolidated Balance Sheets Parenthetical Data - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Class of Stock [Line Items]
Preferred Stock, No Par Value	$ 0	$ 0
Preferred Stock, Shares Issued	9,355,778	8,443,778
Common Stock, No Par Value	$ 0	$ 0
Common Stock, Shares, Issued	7,867,186	3,850,105
Common Stock, Shares, Outstanding	7,867,186	3,850,105

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Revenues	$ 4,848	$ 5,579
Cost of revenue	2,599	3,725
Gross Profit	2,249	1,854
Sales and Marketing	1,255	1,831
Research and Development	1,202	2,052
General and Administrative	5,471	3,925
Impairment of Acquired Intangible Assets	286	70
Operating Expenses	8,214	7,878
Loss from Operations	(5,965)	(6,024)
Other Income (Expense)
Interest Expense, Related Party	(454)	(331)
Interest Expense, Debt	(274)	(22)
Other Income, net	918	2,096
Income (Loss) Attributable to Parent, before Tax, Total	(5,775)	(4,281)
Income Tax Expense (Benefit)	4	0
Net loss	$ (5,779)	$ (4,281)
Loss Per Share, Basic and Diluted [Abstract]
Net loss per share basic and diluted	$ (0.98)	$ (1.59)
Weighted Average Number of Shares Outstanding, Basic and Diluted	5,884,555	2,692,510

Consolidated Statements of Comprehensive Loss Statement - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Net loss	$ (5,779)	$ (4,281)
Other Comprehensive Income
Foreign currency translation adjustment	(22)	47
Total other comprehensive income	(22)	47
Comprehensive loss	$ (5,801)	$ (4,234)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

- Definition

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

+ References

+ Details

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Operating Activities [Abstract]
Net loss	$ (5,779)	$ (4,281)
Adjustments to reconcile net loss to cash used in operating activities:
Forgiveness of Related Party Liabilities	0	(1,745)
Liability forgiveness	(776)	(551)
Impairment of acquired intangible assets	286	70
Depreciation and Amortization	971	1,030
Share-based Payment Arrangement, Noncash Expense	5	637
Preferred shares interest expense, related party	0	291
Provision for losses on accounts receivable	34	187
Liabilities, Fair Value Adjustment	(79)	158
Amortization of Debt Issuance Costs	526	0
Changes in operating assets and liabilities:
Accounts Receivable	71	773
Inventories	195	477
Accounts Payable and Accrued Liabilities	3,583	317
Accrued Payroll and Employee Compensation	(50)	182
Deferred Revenue	(597)	(102)
Other Assets and Liabilities, Net	(972)	744
Net Cash Used in Operating Activities	(2,582)	(1,813)
Investing activities:
Payments to Acquire Notes Receivable	(2,000)	0
Net Cash Provided by (Used in) Investing Activities	(2,000)	0
Financing activities:
Proceeds from Issuance of Preferred Stock and Preference Stock	2,735	0
Proceeds from issuance of common shares and warrants	364	707
Proceeds from Issuance of Unsecured Debt	1,042	0
Proceeds from Debt, Related Party	700	523
Payments on Debt, Related Party	(117)	0
Proceeds from (Repayments of) Lines of Credit	(83)	391
Proceeds from exercise of outstanding warrants	180	0
Proceeds from Stock Options Exercised	75	0
Net Cash Provided by Financing Activities	4,896	1,621
Effect of exchange rate changes on cash and cash equivalents	(2)	0
Net increase (decrease) in cash and cash equivalents	312	(192)
Cash and Cash Equivalents, beginning of period	149	341
Cash and Cash Equivalents, end of period	$ 461	$ 149

Consolidated Statements of Cash Flows Supplemental Disclosures of Cash Flow Information - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Supplemental Cash Flow Information [Abstract]
Cash paid for interest	$ 33,000	$ 39,000
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]
Preferred stock issued for payment of interest expense	0	344,000
Preferred stock issued for liabilities	0	1,152,000
Preferred stock issued for pre-payment of services	0	448,000
Issuance of common shares for settlement of liabilities	2,034,000	764,000
Issuance of common shares for related party liabilities	379,000	529,000
Noncash or Part Noncash Acquisition, Value of Assets Acquired	1,560,000	0
Notes Assumed	1,100,000	0
Debt Conversion, Converted Instrument, Amount	783,000	0
Convertible debt issued for prepaid services	$ 150,000	$ 0

Consolidated Statements of Shareholders' Equity (Deficit) Statement - USD ($) $ in Thousands	Total	Common Shares [Member]	Common Shares Including Additional Paid in Capital [Member]	Preferred Stock [Member]	AOCI [Member]	Accumulated Deficit [Member]	Preferred Stock Including Additional Paid in Capital
Shares, Issued, period start at Dec. 31, 2018		2,219,141		0
Total Shareholders' Equity, period start at Dec. 31, 2018	$ (5,607)		$ 183,524	$ 0	$ (1,816)	$ (187,315)
Payment of Obligations, Stock Issued During Period, Shares		479,500
Stock issued for payment of liabilities	531		531
Stock Issued During Period, Shares, New Issues		415,765
Stock Issued During Period, Value, New Issues	707		707
Stock Issued During Period, Shares, Related Party Interest Expense		410,158
Stock Issued During Period, Value, Related Party Interest Expense	529		529
Preferred Shares, Series B, shares				6,500,000
Preferred Shares issued, Series B	6,500			$ 6,500
Preferred Shares, Series C, shares				1,600,000
Preferred Shares issued, Series C, amount	1,600			$ 1,600
Preferred Stock Dividends, Shares				343,778
Dividends, Preferred Stock	344			$ 344
Issuance of common shares pursuant to the vesting of restricted stock units		131,541
Restricted Stock, Value, Shares Issued Net of Tax Withholdings	0		0
Stock Issued During Period, Shares, Issued for Services		194,000
Stock Issued During Period, Value, Issued for Services	233		233
Share-based Compensation, Requisite Service Period Recognition	637		637
Other Comprehensive (Loss) Income	47				47
Net loss	$ (4,281)					(4,281)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	0
Shares, Issued, period end at Dec. 31, 2019		3,850,105		8,443,778
Total Shareholders' Equity, period end at Dec. 31, 2019	$ 1,240		186,161	$ 8,444	(1,769)	(191,596)
Stock Issued During Period, Shares, New Issues		230,000
Stock Issued During Period, Value, New Issues	537		537
Issuance of common shares pursuant to the vesting of restricted stock units		20,420
Restricted Stock, Value, Shares Issued Net of Tax Withholdings	0		0
Stock Issued During Period, Shares, Issued for Services		965,841
Stock Issued During Period, Value, Issued for Services	2,413		2,413
Share-based Compensation, Requisite Service Period Recognition	5		5
Other Comprehensive (Loss) Income	(22)				(22)
Net loss	(5,779)					(5,779)
Preferred Shares Issued				1,697,000
Preferred shares issued, amount	3,835						$ 3,835
Common shares issued upon conversion of preferred shares		785,000
Conversion of preferred shares	0		510
Preferred stock converted to common stock				(785,000)
Preferred stock converted to common stock value							$ (510)
Stock Issued During Period, Shares, Purchase of Assets		480,000
Stock Issued During Period, Value, Purchase of Assets	1,560		1,560
Stock Issued During Period, Shares, Conversion of Convertible Securities		1,205,820
Stock Issued During Period, Value, Conversion of Convertible Securities	783		783
Issuance of stock options, settlement of liabilities	182		182
Shares Issued, Warrants Exercised		300,000
Adjustments to Additional Paid in Capital, Warrant Issued	$ 180		180
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	30,000	30,000
Stock Issued During Period, Value, Stock Options Exercised	$ 75		75
Shares, Issued, period end at Dec. 31, 2020		7,867,186		9,355,778
Total Shareholders' Equity, period end at Dec. 31, 2020	$ 5,009		$ 192,406	$ 11,769	$ (1,791)	$ (197,375)

Organization and Business	12 Months Ended
Organization and Business	Dec. 31, 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 SnapServer®, HVE ConneXions (“HVE”) and UCX ConneXions (“UCX”). Management has projected that cash on hand may not be sufficient to allow the Company to continue operations beyond June 30, 2021 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 12 months ended December 31, 2020, and such losses might continue for a period of time. 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 June 30, 2021. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern. The accompanying 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. Merger Agreement On July 14, 2020, the Company entered into a definitive merger agreement (the “Rainmaker Merger Agreement”) pursuant to which it planned to acquire all of the outstanding securities of Rainmaker Worldwide Inc. (“Rainmaker”), a global Water-as-a-Service (“WaaS”) provider. The Company’s business model would have focused on Water-as-a-Service and Rainmaker management would have assumed leadership of the combined entity. On February 12, 2021, the Rainmaker Merger Agreement was terminated as the Company was unable to obtain all necessary regulatory approvals relating to the proposed transaction prior to the agreed date of January 31, 2021. No break-fee or termination costs were paid by either party. On September 14, 2020, the Company entered into a Senior Secured Convertible Promissory Note with Rainmaker (the “Rainmaker Note”), pursuant to which the Company loaned Rainmaker the principal amount of $3.1 million comprised of: (a) a new advance of $1.85 million paid to Rainmaker on October 1, 2020, (b) the principal and any interest owing under existing promissory notes issued by Rainmaker to two investors on April 2, 2020 in the aggregate amount of $1.1 million, which indebtedness was assigned to the Company on May 4, 2020 (the “Assigned Notes”), and (c) a promissory note receivable in the amount of $150,000 issued to the Company on August 4, 2020 (the “Original Note”). The Assigned Notes and the Original Note are included in the principal amount of the Rainmaker Note and therefore, the Assigned Notes and the Original Notes are deemed cancelled. The Rainmaker Note is secured as a registered lien under the Uniform Commercial Code and the Personal Property Security Act (Ontario) against the assets of Rainmaker and shall bear interest at the rate of 10% per annum. The principal and interest accrue monthly and are due and payable in full to the Company on September 14, 2023.

Significant Accounting Policies	12 Months Ended
Significant Accounting Policies	Dec. 31, 2020
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	Significant Accounting Policies Principles of Consolidation The 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. These 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 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 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 definite-live intangible assets, other indefinite-lived intangible assets; goodwill, deferred revenue; allowance for doubtful receivables; inventory valuation; warranty provisions; equity treatment of preferred shares; 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 (deficit). Gains or losses from foreign currency transactions are recognized in the consolidated statements of operations. Such transactions resulted in a loss of $23,000 and $22,000 in 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. At both December 31, 2020 and 2019, allowance for doubtful accounts of $0.1 million was recorded. 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 15 years for supplier agreement, 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. Shipping and Handling Amounts billed to customers for shipping and handling are included in revenue, and costs incurred related to shipping and handling are included in cost of product revenue. Advertising Costs Advertising costs are expensed as incurred. Advertising expenses were $140,000 and $16,000 for the years ended December 31, 2020 and 2019. 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. Research and development expenses are charged to operating expenses as incurred when these expenditures relate to the Company’s research and development efforts and have no alternative future uses. Segment Information We report segment data based on the management approach. The management approach designates the internal reporting that is used by management for making operating and investment decisions and evaluating performance as the source of our reportable segments. We use one measurement of profitability and do not disaggregate our business for internal reporting. We operate in one segment providing data management, and desktop and application virtualization solutions for small and medium businesses and distributed enterprises. We disclose information about products and services, geographic areas, and major customers. Income Taxes We provide for income taxes utilizing the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax basis of our assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when a judgment is made that it is considered more likely than not that a tax benefit will not be realized. A decision to record a valuation allowance results in an increase in income tax expense or a decrease in income tax benefit. If the valuation allowance is released in a future period, income tax expense will be reduced accordingly. The calculation of tax liabilities involves evaluating uncertainties in the application of complex global tax regulations. The impact of an uncertain income tax position is recognized at the largest amount that is “more likely than not” to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. Comprehensive Loss Comprehensive 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 consolidated statement of comprehensive loss. Concentration of Credit Risks Financial instruments that potentially subject us to concentrations of credit risk consist primarily of trade accounts receivable, which are generally not collateralized. To reduce credit risk, we perform ongoing credit evaluations of its customers and maintain allowances for potential credit losses for estimated bad debt losses. At December 31, 2020 and 2019, there were four customers that made up 46.8% and 50.3%, respectively, of accounts receivable. There were two customers that made up in the aggregate 29.3% and 24.5% of net revenue for the years ended December 31, 2020 and 2019, respectively. 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, which generally is the date of grant, 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.

Fair Value Measurements

12 Months Ended

Dec. 31, 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, note receivable, accounts payable, accrued expenses, line of credit, 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, 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.

The following table provides information by level for liabilities that are measured at fair value using significant unobservable inputs (Level 3) (in thousands):


Warrant liability as of January 1, 2020	$	—
Additions to warrant liability	186
Reclassification to equity	(97)
Warrant liability as of December 31, 2020	$	89

Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis The Company's non-financial assets such as investment in affiliate, intangible assets and goodwill are recorded at fair value when an impairment is recognized or at the time acquired in a business combination. As discussed in Note 6 - Intangible Assets and Goodwill, at December 31, 2020 and 2019, the Company recorded impairment charges associated with acquired intangible assets, and reduced the carrying amount of such assets subject to the impairment to their estimated fair value.

- 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

Certain Balance Sheet Items

12 Months Ended

Dec. 31, 2020

Balance Sheet Related Disclosures [Abstract]

Supplemental Balance Sheet Disclosures [Text Block]

Certain Balance Sheet Items

The following table summarizes inventories (in thousands):


	December 31,
	2020		2019
Raw materials	$	119	$	92
Work in process	167		137
Finished goods	272		524
	$	558	$	753

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


	December 31,
	2020		2019
Prepaid services	$	421	$	23
Prepaid insurance	158		184
Transition service agreement, related party	115		345
Deferred cost - service contracts	99		118
Other	14		—
	$	807	$	670

The following table summarizes property and equipment (in thousands):


	December 31,
	2020		2019
Computer equipment(1)	$	291	$	291
Accumulated depreciation(1)	(291)		(289)
	$	—	$	2

________________

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

Depreciation expense for property and equipment was $2,000 and $4,000 for the years ended December 31, 2020 and 2019, respectively.

The following table summarizes other assets (in thousands):


	December 31,
	2020		2019
Prepaid Insurance	$	385	$	519
Deferred cost – service contracts	56		154
Other	2		4
	$	443	$	677

Investment in Affiliate (Notes)	12 Months Ended
Investment in Affiliate (Notes)	Dec. 31, 2020
Investments in and Advances to Affiliates [Abstract]
Investments in and Advances to Affiliates, Schedule of Investments [Text Block]	Investment in AffiliateIn November 2018, in connection with the divestiture of Overland, the Company received 1,879,699 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. 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 December 31, 2020.

Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

Intangible Assets and Goodwill

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


	December 31,
	2020		2019
Developed technology	$	13,117	$	13,323
Supplier agreement	1,560		—
Channel partner relationships	730		730
Capitalized development costs(1)	3,116		3,047
Customer relationships	380		380
	18,903		17,480
Accumulated amortization:
Developed technology	(13,117)		(12,682)
Supplier agreement	(43)		—
Channel partner relationships	(477)		(355)
Capitalized development costs(1)	(2,518)		(2,094)
Customer relationships	(340)		(328)
	(16,495)		(15,459)
Total finite-lived assets, net	2,408		2,021
Indefinite-lived intangible assets - trade names	200		280
Total intangible assets, net	$	2,608	$	2,301

________________

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

Amortization expense of intangible assets was $969,000 and $1,026,000 for the years ended December 31, 2020 and 2019, respectively. Estimated amortization expense for intangible assets is approximately $615,000, $460,000, $127,000, $105,000 and $104,000 in fiscal 2021, 2022, 2023, 2024 and 2025, respectively.

Supplier Agreement Acquisition

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 “101 Invest Purchase Agreement”) with the Company. As a result of the 101 Invest Purchase Agreement, 101 Invest is a wholly-owned subsidiary of the Company. Under the terms of the 101 Invest Purchase Agreement, the Company issued 480,000 common shares at $3.25 per share to Greenfield Investments Ltd. for a purchase price of $1,560,000. The common shares contain a legend, either statutory or contractual, which restrict the resale of the common shares for a period of six-months and one day from the closing date. In addition, the Company held back and retained 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 101 Invest Purchase Agreement (the “Escrow Shares”). The Company released the Escrow Shares to Peters on or about February 10, 2021. 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.

Goodwill

Goodwill at both December 31, 2020 and 2019 was $1.4 million, which consists of the goodwill from prior acquisitions. The Company performed qualitative impairment evaluations on its goodwill as of December 31, 2020 and determined that there were no indications that goodwill was impaired.

Impairments

In 2020, primarily as a result of the Company’s change in revenue projection for its Snap product line, it was determined the carrying value of finite-lived intangible assets exceeded its estimated fair value. In measuring fair value, the Company used an excess of earnings approach. The Company compared the indicated fair value to the carrying value of its finite-lived assets, and as a result of the analysis, an impairment charge of $206,000 was recorded to developed technology for the year ended December 31, 2020.

In 2020 and 2019, primarily as a result of the Company’s change in revenue projection for its Snap product line, it was determined the carrying value of indefinite-lived intangible assets exceeded its estimated fair value. In measuring fair value, the Company used a relief-from-royalty approach. The Company compared the indicated fair value to the carrying value of its indefinite-lived assets, and as a result of the analysis, an impairment charge of $80,000 and $70,000 was recorded to indefinite-lived trade names for the years ended December 31, 2020 and 2019, respectively.

Debt	12 Months Ended
Debt	Dec. 31, 2020
Debt Disclosure [Abstract]
Debt Disclosure [Text Block]	Debt On August 27, 2020, the Company entered into a settlement agreement with O’Melveny & Myers LLP (“OMM”) pursuant to which the Company issued to OMM a secured promissory note (the “OMM Note”) in the aggregate principal amount of $1.1 million in satisfaction of certain accounts payable owed to OMM, and is outstanding at December 31, 2020. The OMM Note bears interest at 1.68% per annum and matured on December 30, 2020. The Company’s obligations pursuant to the OMM Note are secured by substantially all of the Company’s assets. In 2020, the Company recorded a gain on forgiveness of liabilities in the amount of $594,000 which is included in other income. On April 2, 2021, the Company and OMM entered into a Fee Agreement stating the OMM Note maturity date was extended to the earlier of (i) June 24, 2021, and (ii) the date that is five days following the first closing by the Company of its issuance and sale of debt or equity securities in a public offering or private placement transaction (such earlier date, the “Extension Date”). An extension fee in the amount of $118,000 is payable on or before the Extension Date and is included in accrued liabilities at December 31, 2020. If the OMM Note is not paid in full, including the extension fee, on the Extension Date an additional fee of $472,000 is due and payable on demand. On July 28, 2020, the Company entered into a Securities Purchase Agreement with Oasis Capital (“Oasis”), 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. A related party earned a fee of $40,000 for facilitating the transaction. At December 31, 2020, the Company had $304,000 outstanding, net of unamortized debt costs of $213,000 on the Oasis promissory note. On March 10, 2021, the Company and Oasis Capital entered into an Exchange Agreement under which Oasis Capital surrendered the Oasis promissory note dated July 28, 2020 in exchange for a new convertible promissory note issued to Oasis Capital with (i) a principal amount of $796,159, (ii) interest rate of 8.0% per annum, (iii) a 12 month maturity date, and (iv) convertible into common shares of the Company (the “Conversion Shares”). The conversion price is 90% of the lowest volume weighted average price of the Company’s common shares during the 10 consecutive trading day period ending and including the trading day immediately preceding the delivery of the notice of conversion. The issuance of the Conversion Shares is subject to regulatory and NASDAQ approvals. Subscription Agreements On March 23, 2020, the Company entered into subscription agreements by and among the Company and the investors party thereto, including the Advisor, a related party, for the purchase and sale of 725 units (collectively, the “Units” and individually, a “Unit”) for aggregate gross proceeds of $725,000 (the “Offering”), with each Unit consisting of (a) a 6% 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). In connection with the Offering and as compensation for the Advisor’s services, the Company issued to the Advisor convertible debentures equal to $58,000 and convertible into 89,320 common shares and with other terms also substantially the same as the investors. The Company received cash proceeds of $575,000 from the Offering, and a participant of the offering, a related party, paid directly $150,000 to a financial consultant for a prepayment of services to the Company. The Company used the remaining proceeds from the Offering for general corporate and working capital purposes. During the year ended December 31, 2020, the Company converted all of the outstanding convertible debenture balance of $783,000, including the Advisor fee, and issued, in the aggregate, 1,205,820 common shares of the Company, of which $408,000 of convertible debenture was held by related parties, and they were issued in the aggregate 628,320 common shares. PPP Funds 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 to twenty-four week period after receipt thereof, and (b) the PPP Funds are only used to cover payroll costs (including benefits), and other allowed expenses. 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 accrue interest at a fixed annual rate of 1.0% and carry a two year maturity date. On October 5, 2020, the Company submitted the PPP Loan forgiveness application, which is pending approval by the Lender. In accordance with the terms and conditions of the Flexibility Act, the Lender has 60 days from receipt of the completed application to issue a decision to the Small Business Administration (“SBA”). If the Lender determines that the borrower is entitled to forgiveness of some or all of the amount applied for under the statue and applicable regulations, the Lender must request payment from the SBA at the time the Lender issues its decision to the SBA. The SBA will, subject to any SBA review of the loan or loan application, remit the appropriate forgiveness amount to the Lender, plus any interest accrued through the date of payment, not later than 90 days after the Lender issues its decision to the SBA. Although the Company believes it is probable that the PPP Loan will be forgiven, the Company cannot currently provide any objective assurance that it will obtain forgiveness in whole or in part. 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 an interest rate of 6.5% per annum. On March 17, 2021, the line of credit term was extended to August 31, 2021. Borrowings under the line of credit are secured by the inventory and accounts receivable balances of the Company. As of December 31, 2020, the outstanding balance was $406,000. 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 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.

Preferred Shares (Notes)	12 Months Ended
Preferred Shares (Notes)	Dec. 31, 2020
Equity [Abstract]
Preferred Stock [Text Block]	Preferred Shares Series E Preferred Shares On September 17, 2020, the Company filed articles of amendment to create a fifth series of preferred shares, being, an unlimited number of Series E Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. The shareholder of the Series E Preferred Shares, may, at any time, convert all or any Series E Preferred Shares provided that the common shares issuable upon such conversion, together with all other common shares of the Company held by the shareholder in the aggregate, would not cause such shareholder’s ownership of the Company’s common shares to exceed 4.99% of the total number of outstanding common shares of the Company. This amount may be increased to 9.99% with 61 days’ notice to the Company. Each Series E Preferred Share has a stated value of $1,000 and is convertible into the Company’s common shares at a conversion price equal to the lower of (i) 70% of the average of the three lowest volume weighted average prices of the common shares during the ten trading days immediately preceding, but not including, the conversion date and (ii) $2.00; however, in no event shall the conversion price be lower than $1.00 per share. The Series E Preferred Shares are non-voting and pay dividends at a rate of 8.0% per annum, payable quarterly. On September 14, 2020, the Company entered into a Securities Purchase Agreement (“Westworld SPA”) with Westworld Financial Capital, LLC (“Westworld”), a beneficial owner, relating to the issuance and sale to the investor of 3,000 shares of the Company’s subsequently established Series E Preferred Shares in a private placement transaction for net proceeds of $2.7 million. On September 23, 2020, the Company entered into an amendment to the Westworld SPA. Under the amendment, Westworld and the Company agreed that to the extent Westworld converts any Series E Preferred Shares into common shares, such common shares shall be prohibited from being voted with respect to any proposal related to the transactions contemplated by the Westworld SPA, including any proposal seeking to obtain shareholder approval of the transactions contemplated by the Westworld SPA in accordance with Nasdaq rules. The Company paid a related party a business advisory fee of $240,000 related to this transaction. On March 9, 2021, the Company and Westworld entered into an Amendment to the Westworld SPA and on March 23, 2021 the Company issued 250,000 common shares of the Company to Westworld for failure to file a timely registration statement required under the Westworld SPA. In addition, on March 9, 2021, the Company converted 300 Series E Preferred Shares and issued 197,798 common shares of the Company to Westworld. 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 4.99% of the total number of outstanding common shares of the Company. This amount may be increased to 9.99% with 61 days’ notice to the Company. On April 30, 2020, the Company entered into a 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 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 two convertible notes receivable in the name of Rainmaker held by the investors in an aggregate amount of $1.1 million. The warrants are exercisable 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 year 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. During the year ended December 31, 2020, the Company converted 785,000 shares of the Series D Preferred Shares and issued 785,000 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. During the year ended December 31, 2020, Gora converted 485,000 Series D Preferred Shares and was issued 485,000 common shares of the Company. 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. In the first quarter of 2021, the Company converted 895,000 Series D Preferred Shares and issued 895,000 common shares of the Company, which included Gora’s 348,000 Series D Preferred Shares and Gora was issued 348,000 common shares of the Company. 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 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 December 31, 2020, the Company has issued and outstanding 1,600,000 Series C Preferred Shares of the Company valued at $1.00 per share. On October 31, 2020, the Company received notification requesting conversion of the Series C Preferred Shares held by Overland. On March 3, 2021, the Company converted 1,600,000 Series C Preferred Shares and issued two investors in the aggregate 1,440,000 common shares; (i) SBC Investments Ltd. (“SBC”) was issued 720,000 common shares, which Kathryn Fell is sole owner of SBC and has voting power over these common shares; and (ii) Tyrell Global Acquisitions Inc. (“Tyrell”) was issued 720,000 common shares, which Gordon McWilliams is sole owner of Tyrell and has voting power over these common shares. Series B Preferred Shares In July 2019, the Company filed of 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 Series B Preferred Shares of the Company owned by FBC Holdings. Pursuant to the terms of the Lock-up Agreement, FBC Holdings 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. The Series B Preferred Shares (i) are convertible into the Company’s common shares 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) 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 (iii) carry a liquidation preference equal to the subscription price per Series B Preferred Share plus any accrued and unpaid dividends. 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. Management has determined that the conversion terms of the Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares do not cause the preferred shares to be treated as liability instruments, and accordingly such preferred shares are presented as equity instruments For the years ended December 31, 2020 and 2019, there was related party interest expense of $142,000 and $292,000, respectively, related to preferred shares dividends.

Share Capital

12 Months Ended

Dec. 31, 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. 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.

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 purchase 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. During the year ended December 31, 2020, the Company issued 200,000 common shares to Oasis Capital for gross proceeds of $389,000 under the terms and conditions of the equity purchase agreement. On October 26, 2020, the Company issued 30,000 unregistered common shares of the Company to Oasis Capital in exchange for a waiver from Oasis Capital of its prepayment right under the Oasis promissory note as a result of the Series E Preferred Shares transaction. Subsequent to December 31, 2020, the Company has issued 315,000 common shares to Oasis Capital for gross proceeds of $720,000 under the terms and conditions of the Oasis Capital equity purchase agreement.

In October 2019, the Company entered into a subscription agreement and issued 149,500 common shares of the Company at $1.19 per share to a vendor 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 vendor from the sale of the shares by the vendor.

In October 2019, the Company entered into a related party subscription agreement and issued 330,000 common shares of the Company at $1.07 per share to a vendor 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 vendor from the sale of the shares by the vendor.

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 received of $325,000. The Company used the proceeds from the offering for general corporate and working capital purposes.

In July 2019, the Company completed a private placement and issued 240,000 common shares of the Company at a purchase price of $2.00 per share for gross proceeds of $480,000. The Company used the proceeds from the offering for general corporate and working capital purposes.

The Company has unlimited authorized shares of common shares at no par value. At December 31, 2020, the Company had the following outstanding warrants to purchase common shares:


Date issued	Contractual life (years)	Exercise price per share	Number outstanding		Expiration
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	905,820		March 23, 2023
April 2020	5	$0.92	1,694,000		April 30, 2025
			2,786,534	(1)

_______________

(1)Includes 1,860,320 of warrants to purchase common shares, in the aggregate, outstanding to related parties at December 31, 2020.

Subsequent to December 31, 2020, the Company issued 743,820 common shares of the Company for the exercise of warrants and received $478,000 in proceeds.

Equity Incentive Plan

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

Share-based Payment Arrangement [Text Block]

Equity Incentive Plans

As of December 31, 2020, a total of 1,255,860 common shares are authorized for issuance with respect to awards granted under the 2015 Plan (not including shares subject to terminated awards under our Second Amended and Restated Stock Option Plan that become available for issuance under the 2015 Plan). In addition, the share limit will automatically increase on the first trading day in January of each calendar year during the term of the 2015 Plan by an amount equal to the lesser of (i) 10% of the total number of common shares issued and outstanding on December 31 of the immediately preceding calendar year, or (ii) such number of common shares as may be established by the Board. The 2015 Plan authorizes the board of directors to grant stock and options awards to directors, employees and consultants. As of December 31, 2020, the Company had approximately 51,500 share-based awards available for future grant.

The Company’s Employee Stock Purchase Plan (“ESPP”) authorizes the purchase of up to 37,500 common shares by employees under the plan. As of December 31, 2020 and 2019, there were no offering periods available to employees.

Stock Options

The options granted in 2020 were issued to non-employees for future services performed. The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model, using expected volatility of 125%, risk-free interest rate of .195% and expected term of 18 months. The expected volatility was based on the Company’s historical share price. The risk-free interest rate is determined based upon a constant maturity U.S. Treasury security with a contractual life approximating the expected term of the option. The expected term of options granted is based on term of the award. Option awards can be granted for a maximum term of up to ten years.

Option activity is summarized below:


	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value




Options outstanding at January 1, 2019	20,050	$	199.06
Granted	—	$	—
Exercised	—	$	—
Forfeited	(17,450)	$	160.93
Options outstanding at December 31, 2019	2,600	$	781.19
Granted	130,000	$	2.52
Exercised	(30,000)	$	2.52
Forfeited	(1,425)	$	995.07
Options outstanding at December 31, 2020	101,175	$	8.94	5.4	$	—
Vested and expected to vest at December 31, 2020	101,175	$	8.94	5.4	$	—
Exercisable at December 31, 2020	101,175	$	8.94	5.4	$	—

Restricted Stock Units

The following table summarizes information about RSU activity:


	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding — January 1, 2019	53,004	$	31.21
Granted	100,000	$	2.51
Vested and released	(131,541)	$	9.68
Forfeited	(665)	$	64.95
Outstanding — December 31, 2019	20,798	$	4.99
Granted	—	$	—
Vested and released	(20,420)	$	3.82
Forfeited	(378)	$	68.02
Outstanding — December 31, 2020	—	$	—

The estimated fair value of RSUs was based on the market value of the Company’s common shares on the date of grant. RSUs typically vest over a three-year period from the original date of grant. The total grant date fair value of RSUs vested during the years ended December 31, 2020 and 2019 was approximately $0.1 million and $1.3 million, respectively. The fair value of RSUs vested during the years ended December 31, 2020 and 2019 was approximately $17,000 and $0.2 million, respectively.

Outside of 2015 Equity Incentive Plan

On March 26, 2019, the Board of Directors of the Company approved and granted 100,000 RSUs outside of the 2015 Plan to an employee. The RSUs have an estimated fair value of $2.51 per unit and fully vested in 2019.

Restricted Stock Awards

During 2020 and 2019, the Company granted restricted stock awards (“RSA”) to certain employees, directors and consultants 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. The RSAs were fully vested on the date of grant. The fair value of the RSAs vested during the years ended December 31, 2020 and 2019 was approximately $0.8 million and $0.2 million, respectively.

The following table summarizes information about RSA activity:


	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding — January 1, 2019	—	$	—
Granted	194,000	$	1.20
Vested	(194,000)	$	1.20
Outstanding — December 31, 2019	—	$	—
Granted	400,841	$	1.92
Vested	(400,841)	$	1.92
Outstanding — December 31, 2020	—	$	—

Share-Based Compensation Expense

The Company recorded the following compensation expense related to its share-based compensation awards (in thousands):


	Year Ended December 31,
	2020		2019
Cost of sales	$	—	$	—
Sales and marketing	2		279
Research and development	3		61
General and administrative	—		297
Total share-based compensation expense	$	5	$	637

As of December 31, 2020, there was no unrecognized compensation expense related to unvested equity-based compensation awards.

Net Loss Per Share

12 Months Ended

Dec. 31, 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:


	December 31,
	2020	2019
Preferred shares	9,355,778	8,443,778
Common share purchase warrants	2,786,534	205,562
Restricted stock not yet vested or released	—	20,798
Options outstanding	101,175	2,600

Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

Income Taxes

The Company is subject to taxation in Canada and also in certain foreign tax jurisdictions. The Company's tax returns for calendar year 2012 and forward are subject to examination by the Canadian tax authorities. The Company's tax returns for fiscal year 2006 and forward are subject to examination by the U.S. federal and state tax authorities.

The Company recognizes the impact of an uncertain income tax position on its income tax return at the largest amount that is “more likely than not” to be sustained upon audit by the relevant taxing authority. An uncertain tax position will not be recognized if it has less than a 50% likelihood of being sustained.

At December 31, 2020, there were no unrecognized tax benefits. The Company believes it is reasonably possible that, within the next 12 months, the amount of unrecognized tax benefits may remain unchanged. The Company recognizes interest and penalties related to unrecognized tax benefits in its provision for income taxes. The Company had no material accrual for interest and penalties on its consolidated balance sheets at December 31, 2020 and 2019, and recognized no interest and/or penalties in the consolidated statements of operations for the years ended December 31, 2020 and 2019.

The components of loss before income taxes were as follows (in thousands):


	Year Ended December 31,
	2020		2019
Domestic	$	(4,550)	$	(1,815)
Foreign	(1,229)		(2,466)
Total	$	(5,779)	$	(4,281)

A reconciliation of income taxes computed by applying the federal statutory income tax rate of 26.5% to loss before income taxes to the total income tax benefit reported in the accompanying consolidated statements of operations is as follows (in thousands):


	Year Ended December 31,
	2020		2019
Income tax at statutory rate	$	(1,531)	$	(1,134)
Foreign rate differential	(37)		(77)
Change in valuation allowance	1,588		15,104
Share-based compensation expense	—		85
Prior year true-ups	119		(13,371)
Other differences	(135)		(607)
Provision for income taxes	$	4	$	—

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are shown below. A valuation allowance has been recorded, as realization of such assets is uncertain. Deferred income taxes are comprised as follows (in thousands):


	December 31,
	2020		2019
Deferred tax assets:
Net operating loss and capital loss carryforwards	$	26,539	$	25,064
Intangible assets	2,381		2,319
Share-based compensation	1		28
Other	992		893
Deferred tax assets, gross	29,913		28,304
Valuation allowance for deferred tax assets	(29,854)		(28,246)
Deferred tax assets, net of valuation allowance	59		58
Deferred tax liabilities:
Indefinite-lived intangible assets	(74)		(74)
Deferred tax liabilities	(74)		(74)
Net deferred tax liabilities	$	(15)	$	(16)

Net deferred tax liabilities is included in other non-current liabilities. At December 31, 2020, the Company had Canadian net operating loss carryforwards of $41.0 million. These carryforwards will begin expiring in 2031, unless previously utilized. At December 31, 2020, the Company had U.S. federal net operating loss carryforwards of $11.8 million that begin expiring in 2034 unless previously utilized, except for $8.1 million that have no expiration date. The Company also has net capital loss carryforwards in Canada of $99.6 million, which are available indefinitely to offset taxable capital gains.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	Related Party Transactions In February 2020, the Company entered into a business advisory agreement (the “Torrington Advisory Agreement”) with Torrington. Under the Torrington Advisory Agreement, Torrington is to receive certain consideration in the event the Company enters into a business combination. In September 2020, the Company and Torrington entered into Amendment No. 1 to the Business Advisory Agreement (the “Torrington Amendment”). Under the Torrington Amendment, the parties agreed that if the Company closed on its merger with Rainmaker pursuant to the Agreement and Plan of Merger, dated July 14, 2020, Torrington shall receive 1,800,000 common shares of the Company as compensation under the Torrington Advisory Agreement, subject to regulatory and NASDAQ approvals. On February 12, 2021, the Rainmaker Merger Agreement was terminated as the Company was unable to obtain all necessary regulatory approvals relating to the proposed transaction prior to the agreed date of January 31, 2021. 1542082 Ontario Limited (“1542082 Ontario”), an investor participating in the March 23, 2020 offering, held enough common shares of the Company be classified as a related party. 1542082 Ontario acquired 231,000 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 TSA dated November 13, 2018 by and among the Company and Overland; and (iii) prepayment of $448,000 for future goods and 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. As of December 31, 2020, the TSA has a remaining prepaid balance of $115,000. Net expense incurred by the Company related to the TSA was approximately $230,000 and $525,000 for the years ended December 31, 2020 and 2019, respectively, and was included in continuing operations. In August 2019, the Company entered into agreements with certain executives of the Company and the Company’s Board of Directors to extinguish certain accrued liabilities. The Company wrote off $1.7 million of outstanding liabilities and recorded a gain on forgiveness of liabilities, which is included in other income (expense), net. As of December 31, 2020 and 2019, accounts payable and accrued liabilities included $247,000 and $207,000, respectively, due to related parties.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Commitments and Contingencies

Leases

As of December 31, 2020, the Company has no right-to-use lease assets or liabilities.

Rent expense under non-cancelable operating leases is recognized on a straight-line basis over the respective lease terms and was none and $0.2 million for the years ended December 31, 2020 and 2019, respectively. The Company vacated such premise in September 2019.

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 December 31, 2020, the Company’s had no outstanding standby letters of credit.

Warranty and Extended Warranty

The Company had $0.2 million and $0.3 million in deferred costs included in other current and non-current assets related to deferred service revenue at December 31, 2020 and 2019, respectively. Changes in the liability for product warranty and deferred revenue associated with extended warranties and service contracts were as follows (in thousands):


	Product Warranty		Deferred Revenue
Liability at January 1, 2019	$	22	$	1,471
Settlements made during the period	—		(1,087)
Change in liability for warranties issued during the period	—		725
Change in liability for pre-existing warranties	(22)		—
Liability at December 31, 2019	—		1,109
Settlements made during the period	—		(817)
Change in liability for warranties issued during the period	—		447
Change in liability for pre-existing warranties	—		—
Liability at December 31, 2020	$	—	$	739
Current liability	$	—	$	438
Non-current liability	—		301
Liability at December 31, 2020	$	—	$	739

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. At December 31, 2020, the Company has a judgment against it for the outstanding balance of the settlement. In March 2021, the Company paid the outstanding balance of the settlement in exchange for a release of all claims.

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.

Segmented Information

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

Segmented Information

The Company reports segment information as a single reportable business segment based upon the manner in which related information is organized, reviewed, and managed. The Company operates in one segment providing data storage and desktop virtualization solutions for small and medium businesses and distributed enterprises. The Company conducts business globally, and its sales and support activities are managed on a geographic basis. Our management reviews financial information presented on a consolidated basis, accompanied by disaggregated information it receives from its internal management system about revenues by geographic region, based on the location from which the customer relationship is managed, for purposes of allocating resources and evaluating financial performance.

Information about Products and Services

The following table summarizes net revenue (in thousands):


	Year Ended December 31,
	2020		2019
Disk systems	$	2,347	$	3,086
Service	2,501		2,493
Total	$	4,848	$	5,579

Information about Geographic Areas

The Company markets its products domestically and internationally. Revenue is attributed to the location to which the product was shipped. The Company divides its worldwide sales into three geographical regions: Americas; APAC, consisting of Asia Pacific countries; and EMEA consisting of Europe, the Middle East and Africa.

The following table summarizes net revenue by geographic area (in thousands):


	Year Ended December 31,
	2020		2019
Americas	$	4,844	$	5,023
APAC	—		356
EMEA	4		200
Total	$	4,848	$	5,579

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

Subsequent Events (Notes)	12 Months Ended
Subsequent Events (Notes)	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events [Text Block]	Subsequent Events PPP Funds On February 3, 2021, the Company received additional PPP Funds in the amount of $447,400 and entered into a loan agreement with Citizens National Bank of Texas pursuant to the CARES Act. 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 to twenty-four week period after receipt thereof, and (b) the PPP Funds are only used to cover payroll costs (including benefits), and other allowed expenses. 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 Loan will be deferred for 16-months, accrue interest at a fixed annual rate of 1.0% and carry a five-year maturity date. Nasdaq Listing On February 17, 2021, the Company was notified by Nasdaq that the Nasdaq Listing Qualifications Staff issued a public letter of reprimand to the Company based upon the Company's failure to comply with the Listing Rule 5620(c) (the "Quorum Rule") during the period of time that it was no longer a foreign private issuer and could not rely on home country practice in the alternative to the Quorum Rule. The Company's By-laws required a quorum of at least 25%, instead of the 33 1/3% threshold required for a domestic issuer by the Quorum Rule. This oversight and rule violation was caused by the fact that the Company no longer qualified as a foreign private issuer during 2020 and 2019. On January 1, 2021, the Company once again qualified as a foreign private issuer, and therefore the Company once again intends to rely on home country practice in lieu of the Quorum Rule.

Significant Accounting Policies (Policies)	12 Months Ended
Significant Accounting Policies (Policies)	Dec. 31, 2020
Accounting Policies [Abstract]
Consolidation, Policy [Policy Text Block]	Principles of ConsolidationThe 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. These 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 EstimatesThe preparation of the 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 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 definite-live intangible assets, other indefinite-lived intangible assets; goodwill, deferred revenue; allowance for doubtful receivables; inventory valuation; warranty provisions; equity treatment of preferred shares; and litigation claims. Actual results could differ from these estimates.
Foreign Currency Transactions and Translations Policy [Policy Text Block]	Foreign Currency TranslationThe 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 (deficit). Gains or losses from foreign currency transactions are recognized in the 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 ReceivableAccounts 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.
Inventory, 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.
Equity Securities without Readily Determinable Fair Value [Policy Text Block]	Investment in AffiliateThe 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 15 years for supplier agreement, 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 AssetsGoodwill 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.
Shipping and Handling Cost, Policy [Policy Text Block]	Shipping and Handling Amounts billed to customers for shipping and handling are included in revenue, and costs incurred related to shipping and handling are included in cost of product revenue.
Advertising Cost [Policy Text Block]	Advertising CostsAdvertising costs are expensed as incurred.
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. Research and development expenses are charged to operating expenses as incurred when these expenditures relate to the Company’s research and development efforts and have no alternative future uses.
Segment Reporting, Policy [Policy Text Block]	Segment Information We report segment data based on the management approach. The management approach designates the internal reporting that is used by management for making operating and investment decisions and evaluating performance as the source of our reportable segments. We use one measurement of profitability and do not disaggregate our business for internal reporting. We operate in one segment providing data management, and desktop and application virtualization solutions for small and medium businesses and distributed enterprises. We disclose information about products and services, geographic areas, and major customers.
Income Tax, Policy [Policy Text Block]	Income Taxes We provide for income taxes utilizing the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax basis of our assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when a judgment is made that it is considered more likely than not that a tax benefit will not be realized. A decision to record a valuation allowance results in an increase in income tax expense or a decrease in income tax benefit. If the valuation allowance is released in a future period, income tax expense will be reduced accordingly. The calculation of tax liabilities involves evaluating uncertainties in the application of complex global tax regulations. The impact of an uncertain income tax position is recognized at the largest amount that is “more likely than not” to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.
Comprehensive Income, Policy [Policy Text Block]	Comprehensive Loss Comprehensive 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 consolidated statement of comprehensive loss.
Concentration Risk, Credit Risk, Policy [Policy Text Block]	Concentration of Credit Risks Financial instruments that potentially subject us to concentrations of credit risk consist primarily of trade accounts receivable, which are generally not collateralized. To reduce credit risk, we perform ongoing credit evaluations of its customers and maintain allowances for potential credit losses for estimated bad debt losses.
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, which generally is the date of grant, 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.

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

The following table provides information by level for liabilities that are measured at fair value using significant unobservable inputs (Level 3) (in thousands):


Warrant liability as of January 1, 2020	$	—
Additions to warrant liability	186
Reclassification to equity	(97)
Warrant liability as of December 31, 2020	$	89

Certain Balance Sheet Items (Tables)

12 Months Ended

Dec. 31, 2020

Balance Sheet Related Disclosures [Abstract]

Schedule of Inventory, Current [Table Text Block]

The following table summarizes inventories (in thousands):


	December 31,
	2020		2019
Raw materials	$	119	$	92
Work in process	167		137
Finished goods	272		524
	$	558	$	753

Schedule of Other Current Assets [Table Text Block]

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


	December 31,
	2020		2019
Prepaid services	$	421	$	23
Prepaid insurance	158		184
Transition service agreement, related party	115		345
Deferred cost - service contracts	99		118
Other	14		—
	$	807	$	670

Property, Plant and Equipment [Table Text Block]

The following table summarizes property and equipment (in thousands):


	December 31,
	2020		2019
Computer equipment(1)	$	291	$	291
Accumulated depreciation(1)	(291)		(289)
	$	—	$	2

Schedule of Other Assets, Noncurrent [Table Text Block]

The following table summarizes other assets (in thousands):


	December 31,
	2020		2019
Prepaid Insurance	$	385	$	519
Deferred cost – service contracts	56		154
Other	2		4
	$	443	$	677

Intangible Assets and Goodwill (Tables)

12 Months Ended

Dec. 31, 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):


	December 31,
	2020		2019
Developed technology	$	13,117	$	13,323
Supplier agreement	1,560		—
Channel partner relationships	730		730
Capitalized development costs(1)	3,116		3,047
Customer relationships	380		380
	18,903		17,480
Accumulated amortization:
Developed technology	(13,117)		(12,682)
Supplier agreement	(43)		—
Channel partner relationships	(477)		(355)
Capitalized development costs(1)	(2,518)		(2,094)
Customer relationships	(340)		(328)
	(16,495)		(15,459)
Total finite-lived assets, net	2,408		2,021
Indefinite-lived intangible assets - trade names	200		280
Total intangible assets, net	$	2,608	$	2,301

________________

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

Share Capital (Tables)

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

Schedule of Warrants [Table Text Block]

At December 31, 2020, the Company had the following outstanding warrants to purchase common shares:


Date issued	Contractual life (years)	Exercise price per share	Number outstanding		Expiration
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	905,820		March 23, 2023
April 2020	5	$0.92	1,694,000		April 30, 2025
			2,786,534	(1)

_______________

(1)Includes 1,860,320 of warrants to purchase common shares, in the aggregate, outstanding to related parties at December 31, 2020.

Equity Incentive Plan (Tables)

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

Share-based Payment Arrangement, Option, Activity [Table Text Block]

Option activity is summarized below:


	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value




Options outstanding at January 1, 2019	20,050	$	199.06
Granted	—	$	—
Exercised	—	$	—
Forfeited	(17,450)	$	160.93
Options outstanding at December 31, 2019	2,600	$	781.19
Granted	130,000	$	2.52
Exercised	(30,000)	$	2.52
Forfeited	(1,425)	$	995.07
Options outstanding at December 31, 2020	101,175	$	8.94	5.4	$	—
Vested and expected to vest at December 31, 2020	101,175	$	8.94	5.4	$	—
Exercisable at December 31, 2020	101,175	$	8.94	5.4	$	—

Share-based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block]

The following table summarizes information about RSU activity:


	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding — January 1, 2019	53,004	$	31.21
Granted	100,000	$	2.51
Vested and released	(131,541)	$	9.68
Forfeited	(665)	$	64.95
Outstanding — December 31, 2019	20,798	$	4.99
Granted	—	$	—
Vested and released	(20,420)	$	3.82
Forfeited	(378)	$	68.02
Outstanding — December 31, 2020	—	$	—

Schedule of Share-based Compensation, Restricted Stock Awards [Table Text Block]

The following table summarizes information about RSA activity:


	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding — January 1, 2019	—	$	—
Granted	194,000	$	1.20
Vested	(194,000)	$	1.20
Outstanding — December 31, 2019	—	$	—
Granted	400,841	$	1.92
Vested	(400,841)	$	1.92
Outstanding — December 31, 2020	—	$	—

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 (in thousands):


	Year Ended December 31,
	2020		2019
Cost of sales	$	—	$	—
Sales and marketing	2		279
Research and development	3		61
General and administrative	—		297
Total share-based compensation expense	$	5	$	637

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

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

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


	December 31,
	2020	2019
Preferred shares	9,355,778	8,443,778
Common share purchase warrants	2,786,534	205,562
Restricted stock not yet vested or released	—	20,798
Options outstanding	101,175	2,600

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]

The components of loss before income taxes were as follows (in thousands):


	Year Ended December 31,
	2020		2019
Domestic	$	(4,550)	$	(1,815)
Foreign	(1,229)		(2,466)
Total	$	(5,779)	$	(4,281)

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]


	Year Ended December 31,
	2020		2019
Income tax at statutory rate	$	(1,531)	$	(1,134)
Foreign rate differential	(37)		(77)
Change in valuation allowance	1,588		15,104
Share-based compensation expense	—		85
Prior year true-ups	119		(13,371)
Other differences	(135)		(607)
Provision for income taxes	$	4	$	—

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

A valuation allowance has been recorded, as realization of such assets is uncertain. Deferred income taxes are comprised as follows (in thousands):


	December 31,
	2020		2019
Deferred tax assets:
Net operating loss and capital loss carryforwards	$	26,539	$	25,064
Intangible assets	2,381		2,319
Share-based compensation	1		28
Other	992		893
Deferred tax assets, gross	29,913		28,304
Valuation allowance for deferred tax assets	(29,854)		(28,246)
Deferred tax assets, net of valuation allowance	59		58
Deferred tax liabilities:
Indefinite-lived intangible assets	(74)		(74)
Deferred tax liabilities	(74)		(74)
Net deferred tax liabilities	$	(15)	$	(16)

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 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):


	Product Warranty		Deferred Revenue
Liability at January 1, 2019	$	22	$	1,471
Settlements made during the period	—		(1,087)
Change in liability for warranties issued during the period	—		725
Change in liability for pre-existing warranties	(22)		—
Liability at December 31, 2019	—		1,109
Settlements made during the period	—		(817)
Change in liability for warranties issued during the period	—		447
Change in liability for pre-existing warranties	—		—
Liability at December 31, 2020	$	—	$	739
Current liability	$	—	$	438
Non-current liability	—		301
Liability at December 31, 2020	$	—	$	739

Segmented Information (Tables)

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

Revenue from External Customers by Products and Services [Table Text Block]

The following table summarizes net revenue (in thousands):


	Year Ended December 31,
	2020		2019
Disk systems	$	2,347	$	3,086
Service	2,501		2,493
Total	$	4,848	$	5,579

Revenue from External Customers by Geographic Areas [Table Text Block]

The following table summarizes net revenue by geographic area (in thousands):


	Year Ended December 31,
	2020		2019
Americas	$	4,844	$	5,023
APAC	—		356
EMEA	4		200
Total	$	4,848	$	5,579

Organization and Business (Details)	12 Months Ended
Organization and Business (Details)	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Substantial Doubt about Going Concern, Management's Evaluation	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 June 30, 2021. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern.

Rainmaker Note (Details) - USD ($)	12 Months Ended
Rainmaker Note (Details) - USD ($)	Dec. 31, 2020	Oct. 01, 2020	Aug. 04, 2020	May 04, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Promissory note receivable	$ 3,100,000		$ 150,000	$ 1,100,000
Promissory note funded		$ 1,850,000
Stated interest rate			10.00%
Note receivable due date	Sep. 14, 2023

Significant Accounting Policies (Details)	12 Months Ended
Significant Accounting Policies (Details)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Accounting Policies [Abstract]
Foreign Currency Transaction Loss	$ 23,000	$ 22,000
Accounts Receivable, Allowance for Credit Loss, Current	100,000	100,000
Advertising Expense	$ 140,000	$ 16,000
Number of Operating Segments	1

Intangibles Significant Accounting Policies (Details)	12 Months Ended
Intangibles Significant Accounting Policies (Details)	Dec. 31, 2020
Supplier
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	15 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
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
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

Significant Accounting Policies Concentration of Credit Risks (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration Risk, Customer	four	four
Concentration Risk, Percentage	46.80%	50.30%
Revenue Benchmark [Member]
Concentration Risk [Line Items]
Concentration Risk, Customer	two	two
Concentration Risk, Percentage	29.30%	24.50%

Fair Value Measurements (Details) $ in Thousands	12 Months Ended
Fair Value Measurements (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability, beginning of period	$ 0
Additions to warrant liability	186
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers, Net	(97)
Warrant liability, end of period	$ 89

Certain Balance Sheet Items Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Inventory [Line Items]
Inventory, Raw Materials, Net of Reserves	$ 119	$ 92
Inventory, Work in Process, Net of Reserves	167	137
Inventory, Finished Goods, Net of Reserves	272	524
Inventories	$ 558	$ 753

Certain Balance Sheet Items Other current assets (Details) - USD ($)	Dec. 31, 2020	Jun. 01, 2020	Mar. 23, 2020	Dec. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid Expense	$ 421,000	$ 150,000	$ 150,000	$ 23,000
Prepaid Insurance and services	158,000			184,000
Transition service agreement, related party	115,000			345,000
Deferred Cost - service contracts	99,000			118,000
Other	14,000			0
Other Assets, Current	$ 807,000			$ 670,000

Certain Balance Sheet Items Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Computer equipment, Gross	$ 291	$ 291
Accumulated Depreciation and Amortization, Property, Plant, and Equipment	(291)	(289)
Property and Equipment, Net	$ 0	$ 2

Certain Balance Sheet Items (Details) - USD ($)	12 Months Ended
Certain Balance Sheet Items (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Balance Sheet Related Disclosures [Abstract]
Depreciation and Amortization Expense	$ 2,000	$ 4,000

Certain Balance Sheet Items Other Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid Insurance	$ 385	$ 519
Deferred Cost - service contracts	56	154
Other	2	4
Other Assets, Noncurrent	$ 443	$ 677

Investment in Affiliate (Details) - USD ($) $ in Millions	12 Months Ended
Investment in Affiliate (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2020
Schedule of Investments [Line Items]
SVTP Preferred Shares		1,879,699
Discontinued Operation, Ownership Interest after Disposal	19.90%
Investments in and Advances to Affiliates, at Fair Value		$ 2.1

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

Dec. 31, 2020

Dec. 31, 2019

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

$ 18,903

$ 17,480

Finite-Lived Intangible Assets, Accumulated Amortization

(16,495)

(15,459)

Finite-Lived Intangible Assets, Net

2,408

2,021

Indefinite-lived Intangible Assets (Excluding Goodwill)

200

280

Intangible Assets, Net

2,608

2,301

Developed Technology Rights [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

13,117

13,323

Finite-Lived Intangible Assets, Accumulated Amortization

(13,117)

(12,682)

Supplier

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

1,560

Finite-Lived Intangible Assets, Accumulated Amortization

(43)

Channel partner relationships [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

730

Finite-Lived Intangible Assets, Accumulated Amortization

(477)

(355)

Capitalized Development [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

^[1]

3,116

3,047

Finite-Lived Intangible Assets, Accumulated Amortization

^[1]

(2,518)

(2,094)

Customer Relationships [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

380

Finite-Lived Intangible Assets, Accumulated Amortization

$ (340)

$ (328)

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

Intangible Assets and Goodwill (Details) - USD ($)	12 Months Ended
Intangible Assets and Goodwill (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 969,000	$ 1,026,000
Amortization Expense 2021	615,000
Amortization Expense 2022	460,000
Amortization Expense 2023	127,000
Amortization Expense 2024	105,000
Amortization Expense 2025	$ 104,000

Intangible Assets and Goodwill Goodwill (Details) - USD ($)	Aug. 03, 2020	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	480,000
Business Acquisition, Share Price	$ 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
Goodwill		$ 1,385,000	$ 1,385,000

Intangible Assets and Goodwill Impairments (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Impairment of Acquired Intangible Assets	$ 286,000	$ 70,000
Trade Names [Member]
Indefinite-lived Intangible Assets [Line Items]
Impairment of Intangible Assets, Indefinite-lived Trade Names	80,000	$ 70,000
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment of Acquired Intangible Assets	$ 206,000

OMM Debt (Details) - USD ($)	3 Months Ended	12 Months Ended
OMM Debt (Details) - USD ($)	Apr. 02, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
Secured Debt, Current		$ 1,121,000	$ 0
Short-term Debt, Percentage Bearing Fixed Interest Rate		1.68%
Debt Instrument, Maturity Date		Dec. 30, 2020
Extinguishment of Debt, Amount		$ 594,000
Subsequent Event [Line Items]
Debt Instrument, Maturity Date		Dec. 30, 2020
Subsequent Event [Member]
Debt Disclosure [Abstract]
Debt Instrument, Maturity Date	Jun. 24, 2021
Subsequent Event [Line Items]
Debt Instrument, Fee	If the OMM Note is not paid in full, including the extension fee, on the Extension Date an additional fee of $472,000 is due and payable on demand.
Debt Instrument, Maturity Date	Jun. 24, 2021
Debt Instrument, Fee Amount	$ 118,000

Convertible Debt (Details)			12 Months Ended
Convertible Debt (Details)	Apr. 30, 2020	Mar. 23, 2020 USD ($) shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($)	Jun. 01, 2020 USD ($)	Apr. 21, 2020 USD ($)
Debt Disclosure [Abstract]
Subscription Agreement Units		725
Convertible Debt		$ 725,000
Debt Instrument, Convertible, Terms of Conversion Feature		each Unit consisting of (a) a 6% 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%
Fund raise fees paid in common shares		$ 58,000
Commons shares issued for payment of services \| shares		89,320
Proceeds from Convertible Debt		$ 575,000
Prepaid Expense		$ 150,000	$ 421,000	$ 23,000	$ 150,000
Debt Conversion, Converted Instrument, Amount			$ 783,000	0
Debt Conversion, Converted Instrument, Preferred Shares Issued \| shares			1,205,820
Related Party Transaction [Line Items]
Debt Conversion, Converted Instrument, Amount			$ 783,000	$ 0
Related Party [Member]
Debt Disclosure [Abstract]
Prepaid Expense						$ 150,000
Debt Conversion, Converted Instrument, Amount			408,000
Related Party Transaction [Line Items]
Debt Conversion, Converted Instrument, Amount			$ 408,000
Convertible debt, shares issued to related parties \| shares			628,320

PPP 2020 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 Line of Credit (Details) - USD ($)	Mar. 17, 2021	Dec. 31, 2020	Dec. 31, 2019
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		$ 500,000
Line of Credit Facility, Interest Rate		6.50%
Line of credit		$ 406,000	$ 491,000
Subsequent Event [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility, Expiration Date	Aug. 31, 2021
Subsequent Event [Line Items]
Line of Credit Facility, Expiration Date	Aug. 31, 2021

- 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

Oasis Debt (Details) - USD ($)	Mar. 10, 2021	Jul. 28, 2020	Mar. 23, 2020	Mar. 09, 2021	Dec. 31, 2020	Aug. 04, 2020	Jun. 19, 2020	Jun. 16, 2020	Jun. 01, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Debt, Related Party					$ 304,000					$ 0
Shares, Issued						225,000	150,000	200,000	100,000
Debt Instrument, Convertible, Terms of Conversion Feature			each Unit consisting of (a) a 6% 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
Subsequent Event [Member]
Related Party Transaction [Line Items]
Shares, Issued				250,000
Related party
Related Party Transaction [Line Items]
Proceeds from Issuance of Debt		$ 500,000
Related Party Transaction, Rate		8.00%
Debt Instrument, Term		6 months
Debt, Related Party		$ 615,000
Shares, Issued		90,000
Share Price		$ 3.37
Debt Issuance Costs, Gross		$ 40,000
Debt Instrument, Fair Value Disclosure					304,000
Debt Issuance Costs, Net					$ 213,000
Related party \| Subsequent Event [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Rate	8.00%
Debt Instrument, Term	12 months
Debt, Related Party	$ 796,159
Debt Instrument, Convertible, Terms of Conversion Feature	The conversion price is 90% of the lowest volume weighted average price of the Company’s common shares during the 10 consecutive trading day period ending and including the trading day immediately preceding the delivery of the notice of conversion

Series E Preferred Shares (Details) - USD ($)			12 Months Ended
Series E Preferred Shares (Details) - USD ($)	Sep. 17, 2020	May 06, 2020	Dec. 31, 2020	Dec. 31, 2019	Apr. 01, 2021	Mar. 31, 2021	Mar. 09, 2021	Sep. 14, 2020	Aug. 04, 2020	Jun. 19, 2020	Jun. 16, 2020	Jun. 01, 2020	Apr. 30, 2020
Equity [Abstract]
Convertible Preferred Stock, Terms of Conversion	Series E Preferred Shares, may, at any time, convert all or any Series E Preferred Shares provided that the common shares issuable upon such conversion, together with all other common shares of the Company held by the shareholder in the aggregate, would not cause such shareholder’s ownership of the Company’s common shares to exceed 4.99% of the total number of outstanding common shares of the Company. This amount may be increased to 9.99% with 61 days’ notice to the Company.	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 4.99% of the total number of outstanding common shares of the Company. This amount may be increased to 9.99% with 61 days’ notice to the Company.	Each Series E Preferred Share has a stated value of $1,000 and is convertible into the Company’s common shares at a conversion price equal to the lower of (i) 70% of the average of the three lowest volume weighted average prices of the common shares during the ten trading days immediately preceding, but not including, the conversion date and (ii) $2.00; however, in no event shall the conversion price be lower than $1.00 per share
Preferred Stock, Dividend Rate, Percentage			8.00%
Preferred Stock, Shares Issued			9,355,778	8,443,778				3,000					1,694,000
Proceeds from Issuance of Preferred Stock and Preference Stock			$ 2,735,000	$ 0
Subsequent Event [Line Items]
Shares, Issued									225,000	150,000	200,000	100,000
Preferred shares exchanged			785,000
Convertible Preferred Stock, Shares Issued upon Conversion			785,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Shares, Issued							250,000
Preferred shares exchanged						895,000	300
Convertible Preferred Stock, Shares Issued upon Conversion						895,000	197,798
Related Party [Member]
Related Party Transaction [Line Items]
Payments of Stock Issuance Costs			$ 240,000
Subsequent Event [Line Items]
Shares, Issued			200,000
Related Party [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Shares, Issued					315,000

Series D Preferred Shares (Details) - USD ($)					12 Months Ended
Series D Preferred Shares (Details) - USD ($)	Sep. 17, 2020	May 06, 2020	Apr. 30, 2020	Mar. 23, 2020	Dec. 31, 2020	Mar. 31, 2021	Mar. 09, 2021	Mar. 03, 2021	Sep. 14, 2020	Apr. 21, 2020	Dec. 31, 2019
Equity [Abstract]
Preferred Stock, Redemption Price Per Share		$ 0.65
Convertible Preferred Stock, Terms of Conversion	Series E Preferred Shares, may, at any time, convert all or any Series E Preferred Shares provided that the common shares issuable upon such conversion, together with all other common shares of the Company held by the shareholder in the aggregate, would not cause such shareholder’s ownership of the Company’s common shares to exceed 4.99% of the total number of outstanding common shares of the Company. This amount may be increased to 9.99% with 61 days’ notice to the Company.	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 4.99% of the total number of outstanding common shares of the Company. This amount may be increased to 9.99% with 61 days’ notice to the Company.			Each Series E Preferred Share has a stated value of $1,000 and is convertible into the Company’s common shares at a conversion price equal to the lower of (i) 70% of the average of the three lowest volume weighted average prices of the common shares during the ten trading days immediately preceding, but not including, the conversion date and (ii) $2.00; however, in no event shall the conversion price be lower than $1.00 per share
Preferred Stock, Shares Issued			1,694,000		9,355,778				3,000		8,443,778
Financing Receivable, after Allowance for Credit Loss, Current			$ 1,100,000
Exercise Price of Warrants			$ 0.92
Warrants and Rights Outstanding, Term			5 years
Warrant blocker, ownership not to exceed			5.00%	5.00%
Preferred shares exchanged					785,000
Convertible Preferred Stock, Shares Issued upon Conversion					785,000
Related Party Transaction [Line Items]
Preferred Stock, Shares Issued			1,694,000		9,355,778				3,000		8,443,778
Convertible Preferred Stock, Shares Issued upon Conversion					785,000
Subsequent Event [Line Items]
Preferred shares exchanged					785,000
Convertible Preferred Stock, Shares Issued upon Conversion					785,000
Subsequent Event [Member]
Equity [Abstract]
Preferred shares exchanged						895,000	300
Convertible Preferred Stock, Shares Issued upon Conversion						895,000	197,798
Related Party Transaction [Line Items]
Convertible Preferred Stock, Shares Issued upon Conversion						895,000	197,798
Subsequent Event [Line Items]
Preferred shares exchanged						895,000	300
Convertible Preferred Stock, Shares Issued upon Conversion						895,000	197,798
Related party
Equity [Abstract]
Preferred Stock, Shares Issued			847,000
Convertible Preferred Stock, Shares Issued upon Conversion					485,000
Related Party Transaction [Line Items]
Preferred Stock, Shares Issued			847,000
Number of Securities Called by Warrants			847,000
Loans Receivable with Fixed Rates of Interest			$ 550,000
Convertible Preferred Stock, Shares Issued upon Conversion					485,000
Share purchase agreement, shares										211,745
Subsequent Event [Line Items]
Convertible Preferred Stock, Shares Issued upon Conversion					485,000
Related party \| Subsequent Event [Member]
Equity [Abstract]
Preferred shares exchanged						348,000		1,600,000
Convertible Preferred Stock, Shares Issued upon Conversion						348,000		1,440,000
Related Party Transaction [Line Items]
Convertible Preferred Stock, Shares Issued upon Conversion						348,000		1,440,000
Subsequent Event [Line Items]
Preferred shares exchanged						348,000		1,600,000
Convertible Preferred Stock, Shares Issued upon Conversion						348,000		1,440,000

Preferred Shares Preferred Shares Series C (Details) - $ / shares			12 Months Ended
	Sep. 17, 2020	May 06, 2020	Dec. 31, 2020	Mar. 31, 2021	Mar. 09, 2021	Mar. 03, 2021	Sep. 14, 2020	Apr. 30, 2020	Dec. 31, 2019	Oct. 31, 2019
Class of Stock [Line Items]
Convertible Preferred Stock, Terms of Conversion	Series E Preferred Shares, may, at any time, convert all or any Series E Preferred Shares provided that the common shares issuable upon such conversion, together with all other common shares of the Company held by the shareholder in the aggregate, would not cause such shareholder’s ownership of the Company’s common shares to exceed 4.99% of the total number of outstanding common shares of the Company. This amount may be increased to 9.99% with 61 days’ notice to the Company.	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 4.99% of the total number of outstanding common shares of the Company. This amount may be increased to 9.99% with 61 days’ notice to the Company.	Each Series E Preferred Share has a stated value of $1,000 and is convertible into the Company’s common shares at a conversion price equal to the lower of (i) 70% of the average of the three lowest volume weighted average prices of the common shares during the ten trading days immediately preceding, but not including, the conversion date and (ii) $2.00; however, in no event shall the conversion price be lower than $1.00 per share
Preferred Stock, Shares Issued			9,355,778				3,000	1,694,000	8,443,778
Preferred shares exchanged			785,000
Convertible Preferred Stock, Shares Issued upon Conversion			785,000
Related party
Class of Stock [Line Items]
Preferred Stock, Shares Issued								847,000
Convertible Preferred Stock, Shares Issued upon Conversion			485,000
Subsequent Event [Member]
Class of Stock [Line Items]
Preferred shares exchanged				895,000	300
Convertible Preferred Stock, Shares Issued upon Conversion				895,000	197,798
Subsequent Event [Member] \| Related party
Class of Stock [Line Items]
Preferred shares exchanged				348,000		1,600,000
Convertible Preferred Stock, Shares Issued upon Conversion				348,000		1,440,000
Subsequent Event [Member] \| SBC Investments
Class of Stock [Line Items]
Convertible Preferred Stock, Shares Issued upon Conversion						720,000
Subsequent Event [Member] \| Tyrell Global Acquisitions
Class of Stock [Line Items]
Convertible Preferred Stock, Shares Issued upon Conversion						720,000
Series C Preferred Stock [Member]
Class of Stock [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 Stock, Shares Issued										1,600,000
Preferred Stock, Par or Stated Value Per Share										$ 1.00

Preferred Shares Preferred Shares Series B (Details) - USD ($)			12 Months Ended
	Sep. 17, 2020	May 06, 2020	Dec. 31, 2020	Dec. 31, 2019	Sep. 14, 2020	Apr. 30, 2020	Aug. 13, 2019	Jul. 12, 2019
Class of Stock [Line Items]
Preferred shares exchanged			785,000
Preferred Stock, Shares Issued			9,355,778	8,443,778	3,000	1,694,000
Preferred Stock, Value, Issued			$ 11,769,000	$ 8,444,000
Convertible Preferred Stock, Terms of Conversion	Series E Preferred Shares, may, at any time, convert all or any Series E Preferred Shares provided that the common shares issuable upon such conversion, together with all other common shares of the Company held by the shareholder in the aggregate, would not cause such shareholder’s ownership of the Company’s common shares to exceed 4.99% of the total number of outstanding common shares of the Company. This amount may be increased to 9.99% with 61 days’ notice to the Company.	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 4.99% of the total number of outstanding common shares of the Company. This amount may be increased to 9.99% with 61 days’ notice to the Company.	Each Series E Preferred Share has a stated value of $1,000 and is convertible into the Company’s common shares at a conversion price equal to the lower of (i) 70% of the average of the three lowest volume weighted average prices of the common shares during the ten trading days immediately preceding, but not including, the conversion date and (ii) $2.00; however, in no event shall the conversion price be lower than $1.00 per share
Preferred Stock, Dividend Rate, Percentage			8.00%
Dividends			$ 142,000	$ 292,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred shares exchanged								6,500,000
Preferred Stock, Shares Issued							343,778	6,500,000
Preferred Stock, Reason why Security is Not Redeemable			Pursuant to the terms of the Lock-up Agreement, FBC Holdings 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 Stock, Value, Issued							$ 343,778
Convertible Preferred Stock, Terms of Conversion			Series B Preferred Shares (i) are convertible into the Company’s common shares 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%

- 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 (Details) - USD ($)	12 Months Ended
Preferred Shares (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Equity [Abstract]
Dividends	$ 142,000	$ 292,000

Groupe P Share Capital (Details) - USD ($)					12 Months Ended
Groupe P Share Capital (Details) - USD ($)	Aug. 04, 2020	Jun. 19, 2020	Jun. 16, 2020	Jun. 01, 2020	Dec. 31, 2020	Dec. 31, 2019	Mar. 23, 2020
Equity [Abstract]
Prepaid Expense				$ 150,000	$ 421,000	$ 23,000	$ 150,000
Shares, Issued	225,000	150,000	200,000	100,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				50,000	130,000	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price				$ 2.52	$ 8.94
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period				6 months	18 months
Stock Issued	$ 725,000	$ 360,000	$ 504,000		$ 2,034,000	$ 764,000

ROK Share Capital (Details) - USD ($)				12 Months Ended
ROK Share Capital (Details) - USD ($)	Aug. 04, 2020	Jun. 19, 2020	Jun. 16, 2020	Dec. 31, 2020	Dec. 31, 2019	Jun. 01, 2020	Apr. 24, 2020
Equity [Abstract]
Shares to be issued in lieu of cash				1,800,000			375,000
Stock Issued	$ 725,000	$ 360,000	$ 504,000	$ 2,034,000	$ 764,000
Shares, Issued	225,000	150,000	200,000			100,000

Oasis Share Capital (Details) - USD ($)						1 Months Ended	12 Months Ended
Oasis Share Capital (Details) - USD ($)	Oct. 26, 2020	Aug. 04, 2020	Jun. 19, 2020	Jun. 16, 2020	May 15, 2020	Apr. 01, 2021	Dec. 31, 2020	Dec. 31, 2019	Mar. 09, 2021	Jun. 01, 2020
Related Party Transaction [Line Items]
Shares, Issued		225,000	150,000	200,000						100,000
Stock Issued		$ 725,000	$ 360,000	$ 504,000			$ 2,034,000	$ 764,000
Subsequent Event [Member]
Related Party Transaction [Line Items]
Shares, Issued									250,000
Related Party [Member]
Related Party Transaction [Line Items]
Equity purchase agreement					$ 11,000,000.0
Equity purchase agreement term					36 months
Minimum floor price					$ 1.58
Shares, Issued							200,000
Stock Issued							$ 389,000
Stock Issued During Period, Shares, New Issues	30,000
Related Party [Member] \| Subsequent Event [Member]
Related Party Transaction [Line Items]
Shares, Issued						315,000
Stock Issued						$ 720,000

Share Capital Stock Subscriptions (Details) - $ / shares	Dec. 31, 2020	Dec. 31, 2019	Oct. 30, 2019	Oct. 09, 2019
Class of Stock [Line Items]
Common Stock, Shares, Issued	7,867,186	3,850,105	330,000	149,500
Shares Issued, Price Per Share			$ 1.07	$ 1.19

Share Capital Private Placements (Details) - USD ($)			12 Months Ended
Share Capital Private Placements (Details) - USD ($)	Aug. 15, 2019	Jul. 29, 2019	Dec. 31, 2020	Oct. 30, 2019	Oct. 09, 2019
Class of Stock [Line Items]
Shares Issued, Price Per Share				$ 1.07	$ 1.19
Private Placement [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, Period Increase (Decrease)	251,823	240,000	175,765
Shares Issued, Price Per Share	$ 1.29	$ 2.00
Proceeds from Issuance of Common Stock	$ 325,000	$ 480,000

Share Capital (Details) - USD ($)	1 Months Ended	12 Months Ended
Share Capital (Details) - USD ($)	Feb. 09, 2021	Dec. 31, 2020	Dec. 31, 2019
Equity [Abstract]
Common Stock, Shares Authorized, Unlimited		Unlimited
Common Stock, No Par Value		$ 0	$ 0
Subsequent Event [Line Items]
Proceeds from Warrant Exercises		$ 180,000	$ 0
Subsequent Event [Member]
Subsequent Event [Line Items]
Shares Issued, Warrants Exercised	743,820
Proceeds from Warrant Exercises	$ 478,000

Share Capital Warrants Outstanding (Details) - $ / shares

12 Months Ended

Dec. 31, 2020

Apr. 30, 2020

Class of Warrant or Right [Line Items]

Exercise Price of Warrants

$ 0.92

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

Class of Warrant or Right [Line Items]

Warrant Term

3 years

Exercise Price of Warrants

$ 0.60

Warrant, Outstanding

905,820

Warrant expiration date

Mar. 23, 2023

April 30, 2025

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

^[1]

2,786,534

Related Party [Member]

Class of Warrant or Right [Line Items]

Warrant, Outstanding

1,860,320

[1]	Includes 1,860,320 of warrants to purchase common shares, in the aggregate, outstanding to related parties at December 31, 2020.

Equity Incentive Plan (Details)	12 Months Ended
Equity Incentive Plan (Details)	Dec. 31, 2020 USD ($) shares
Share-based Payment Arrangement [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	1,255,860
Equity incentive plan annual increase	10.00%
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	51,500
Employee Stock Purchase Plan, Shares Authorized	37,500
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount \| $	$ 0

Equity Incentive Plan Options Summary (Details)		12 Months Ended
Equity Incentive Plan Options Summary (Details)	Jun. 01, 2020	Dec. 31, 2020
Share-based Payment Arrangement [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate		125.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate		0.195%
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	6 months	18 months
Option awards maximum term		10 years

Equity Incentive Plan Stock Options Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jun. 01, 2020	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement [Abstract]
Options, Outstanding, Number, period start		2,600	20,050
Options, Outstanding, Weighted Average Exercise Price, period start		$ 781.19	$ 199.06
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	50,000	130,000	0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		$ 2.52	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period		(30,000)	0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price		$ 2.52	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period		(1,425)	(17,450)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price		$ 995.07	$ 160.93
Options, Outstanding, Number, period end		101,175	2,600
Options, Outstanding, Weighted Average Exercise Price, period end		$ 8.94	$ 781.19
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		5 years 4 months 24 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Aggregate Intrinsic Value		$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number		101,175
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price		$ 8.94
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term		5 years 4 months 24 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value		$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number		101,175
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 2.52	$ 8.94
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term		5 years 4 months 24 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Aggregate Intrinsic Value		$ 0

Equity Incentive Plan RSUs Outstanding (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding, Number, period start	20,798	53,004
Outstanding, Weighted Average Grant Date Fair Value, period start	$ 4.99	$ 31.21
Grants in Period	0	100,000
Grants in Period, Weighted Average Grant Date Fair Value	$ 0	$ 2.51
Vested and Released	(20,420)	(131,541)
Vested in Period, Weighted Average Grant Date Fair Value	$ 3.82	$ 9.68
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period	(378)	(665)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value	$ 68.02	$ 64.95
Outstanding, Number, period end	0	20,798
Outstanding, Weighted Average Grant Date Fair Value, period end	$ 0	$ 4.99

Equity Incentive Plan RSUs textuals (Details) - USD ($)		12 Months Ended
Equity Incentive Plan RSUs textuals (Details) - USD ($)	Jun. 01, 2020	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	6 months	18 months
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		3 years
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Grant Date Fair Value		$ 100,000	$ 1,300,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value		$ 17,000	$ 200,000

Equity Incentive Plan Outside of 2015 Equity Incentive Plan (Details) - Outside of 2015 Plan [Member]	Mar. 26, 2019 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants in Period \| shares	100,000
Grants in Period, Weighted Average Grant Date Fair Value \| $ / shares	$ 2.51

Equity Incentive Plan RSAs Outstanding (Details) - Restricted Stock [Member] - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Jun. 01, 2020	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding, Number, period start		0	0
Outstanding, Weighted Average Grant Date Fair Value, period start		$ 0	$ 0
Grants in Period	100,000	400,841	194,000
Grants in Period, Weighted Average Grant Date Fair Value		$ 1.92	$ 1.20
Vested and Released		(400,841)	(194,000)
Vested in Period, Weighted Average Grant Date Fair Value		$ 1.92	$ 1.20
Outstanding, Number, period end		0	0
Outstanding, Weighted Average Grant Date Fair Value, period end		$ 0	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Share-based Liabilities Paid		$ 0.8	$ 0.2

Equity Incentive Plan Share-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	$ 5	$ 637
Cost of Sales [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	0	0
Selling and Marketing Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	2	279
Research and Development Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	3	61
General and Administrative Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	$ 0	$ 297

Net Loss Per Share (Details) - shares	12 Months Ended
Net Loss Per Share (Details) - shares	Dec. 31, 2020	Dec. 31, 2019
Redeemable Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	9,355,778	8,443,778
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,786,534	205,562
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	20,798
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	101,175	2,600

Income Taxes Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Unrecognized Tax Benefits	$ 0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	0	$ 0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense	$ 0	$ 0

Income Taxes Components of Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Income (Loss) from Continuing Operations before Income Taxes, Domestic	$ (4,550)	$ (1,815)
Income (Loss) from Continuing Operations before Income Taxes, Foreign	(1,229)	(2,466)
Income (Loss) from Continuing Operations, before Income Taxes	$ (5,779)	$ (4,281)

Income Taxes Rate Reconciliation for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	26.50%	26.50%
Income Tax Disclosure [Abstract]
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount	$ (1,531)	$ (1,134)
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount	(37)	(77)
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount	1,588	15,104
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Amount	0	85
Effective Income Tax Rate Reconciliation, Prior Year Income Taxes, Amount	119	(13,371)
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount	(135)	(607)
Benefit from income taxes	$ 4	$ 0

Income Taxes Deferred Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Deferred Tax Assets, Operating Loss Carryforwards	$ 26,539	$ 25,064
Deferred Tax Assets, Intangible Assets	2,381	2,319
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost	1	28
Deferred Tax Assets, Other	992	893
Deferred Tax Assets, Gross	29,913	28,304
Deferred Tax Assets, Valuation Allowance	(29,854)	(28,246)
Deferred Tax Assets, Net of Valuation Allowance	59	58
Deferred Tax Liabilities, Indefinite-lived Intangible Assets	(74)	(74)
Deferred Tax Liabilities, Gross	(74)	(74)
Deferred Tax Liabilities, Net	$ (15)	$ (16)

Income Taxes (Details) $ in Millions	12 Months Ended
Income Taxes (Details) $ in Millions	Dec. 31, 2020 USD ($)
Canada Revenue Agency [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	$ 41.0
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2031
Capital loss carryforwards	$ 99.6
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	$ 11.8
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2034
Operating Loss Carryforward no expiration	$ 8.1

Related Party Transactions (Details) - USD ($)		12 Months Ended
Related Party Transactions (Details) - USD ($)	Oct. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Sep. 14, 2020	Jun. 01, 2020	Apr. 30, 2020	Apr. 24, 2020	Apr. 21, 2020	Mar. 23, 2020
Related Party Transaction [Line Items]
Shares to be issued in lieu of cash		1,800,000					375,000
Preferred Stock, Shares Issued		9,355,778	8,443,778	3,000		1,694,000
TSA expense		$ 230,000	$ 525,000
Related Party Transaction, Other Revenues from Transactions with Related Party		1,700,000
Due to Related Parties		247,000	207,000
Prepaid Expense		421,000	$ 23,000		$ 150,000				$ 150,000
Series C Preferred Stock [Member]
Related Party Transaction [Line Items]
Preferred Stock, Shares Issued	1,600,000
Preferred Stock, Par or Stated Value Per Share	$ 1.00
Debt [Member]
Related Party Transaction [Line Items]
TSA expense	$ 520,000
Accrued Liabilities [Member]
Related Party Transaction [Line Items]
TSA expense	632,000
Prepaid Expenses and Other Current Assets [Member]
Related Party Transaction [Line Items]
TSA expense	$ 448,000
Due from Related Parties, Current		$ 115,000
Related Party [Member]
Related Party Transaction [Line Items]
Prepaid Expense								$ 150,000
Share purchase agreement, shares								231,000

Commitments and Contingencies Minimum Lease Payments (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Operating Lease, Right-of-Use Asset	$ 0
Operating Leases, Rent Expense	$ 0	$ 200,000

Commitments and Contingencies (Details) $ in Millions	Dec. 31, 2020 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Letters of Credit Outstanding, Amount	$ 0.0

Commitments and Contingencies Warranty and Extended Warranty (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Product Warranty Liability [Line Items]
Deferred Costs, Service Revenue	$ 200	$ 300
Product Warranty Accrual, Current	0
Deferred revenue extended warranties, current	438
Product Warranty Accrual, Noncurrent	0
Deferred revenue extended warranties, noncurrent	301
Warranty [Member]
Product Warranty Liability [Line Items]
Liability, period start	0	22
Standard and Extended Product Warranty Accrual, Decrease for Payments	0	0
Standard and Extended Product Warranty Accrual, Increase for Warranties Issued	0	0
Standard and Extended Product Warranty Accrual, Increase (Decrease) for Preexisting Warranties	0	(22)
Liability, period end	0	0
Deferred revenue [Member]
Product Warranty Liability [Line Items]
Deferred Revenue, period start	1,109	1,471
Standard and Extended Product Warranty Accrual, Decrease for Payments	(817)	(1,087)
Standard and Extended Product Warranty Accrual, Increase for Warranties Issued	447	725
Standard and Extended Product Warranty Accrual, Increase (Decrease) for Preexisting Warranties	0	0
Deferred Revenue, period end	$ 739	$ 1,109

Segmented Information (Details)	12 Months Ended
Segmented Information (Details)	Dec. 31, 2020
Segment Reporting [Abstract]
Number of Operating Segments	1

Segmented Information Products and Service (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Segment Reporting Information [Line Items]
Revenues	$ 4,848	$ 5,579
Product [Member]
Segment Reporting Information [Line Items]
Revenues	2,347	3,086
Service [Member]
Segment Reporting Information [Line Items]
Revenues	$ 2,501	$ 2,493

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

+ Details

Segmented Information Revenue by Region (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Segment Reporting Information [Line Items]
Revenues	$ 4,848	$ 5,579
Americas [Member]
Segment Reporting Information [Line Items]
Revenues	4,844	5,023
APAC [Member]
Segment Reporting Information [Line Items]
Revenues	0	356
EMEA [Member]
Segment Reporting Information [Line Items]
Revenues	$ 4	$ 200

- Definition

+ References

+ Details

Subsequent Events (Details) - USD ($)	Feb. 05, 2021	Feb. 03, 2021	Apr. 09, 2020
Subsequent Event [Line Items]
Covid-19 PPP Funds			$ 667,400
Covid-19 PPP Funds Interest Rate			1.00%
Covid-19 PPP Funds Repayment Period			2 years
Subsequent Event [Member]
Subsequent Event [Line Items]
Covid-19 PPP Funds		$ 447,400
Covid-19 PPP loan deferral period		16 months
Covid-19 PPP Funds Interest Rate		1.00%
Covid-19 PPP Funds Repayment Period		5 years
Grants in Period	101,880
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Share-based Liabilities Paid	$ 279,000