0001591956-21-000016 | 6-K | XBRL Viewer

Intangible Assets

6 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets Disclosure [Text Block]

Intangible Assets

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


	June 30, 2021		December 31, 2020
Developed technology	$	13,117	$	13,117
Supplier agreement	1,560		1,560
Channel partner relationships	730		730
Capitalized development costs(1)	3,213		3,116
Customer relationships	380		380
	19,000		18,903
Accumulated amortization:
Developed technology	(13,117)		(13,117)
Supplier agreement	(95)		(43)
Channel partner relationships	(537)		(477)
Capitalized development costs(1)	(2,794)		(2,518)
Customer relationships	(347)		(340)
	(16,890)		(16,495)
Total finite-lived assets, net	2,110		2,408
Indefinite-lived intangible assets - trade names	200		200
Total intangible assets, net	$	2,310	$	2,608

________________

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

Amortization expense of intangible assets was $154,000 and $237,000 during the three months ended June 30, 2021 and 2020, respectively. Amortization expense of intangible assets was $310,000 and $482,000 during the six months ended June 30, 2021 and 2020, respectively. Estimated amortization expense for intangible assets is expected to be approximately $312,000 for the remainder of 2021 and $465,000, $127,000, $105,000, $104,000, and $104,000 in fiscal 2022, 2023, 2024, 2025 and 2026, 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 restricted the resale of the common shares for a period of six-months and one day from the closing date. 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.

Share Capital Oasis Capital (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended
	May 15, 2020	Jun. 30, 2021	Jun. 30, 2020
Related Party Transaction [Line Items]
Stock Issued		$ 2,056	$ 1,248
Related Party [Member]
Related Party Transaction [Line Items]
Equity purchase agreement	$ 11,000
Equity purchase agreement term	36 months
Minimum floor price	$ 1.74
Shares, Issued		630,000
Stock Issued		$ 1,300
Equity purchase agreement remaining		$ 1,700

Subsequent Events (Notes)	6 Months Ended
Subsequent Events (Notes)	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events [Text Block]	Subsequent Events On July 6, 2021, the Company entered into a Secured Promissory Note with Gryphon Digital Mining Inc. (the “Gryphon Note”), pursuant to which the Company loaned Gryphon the principal amount of $2.7 million. The Gryphon Note is secured by certain assets of Gryphon and bears interest at the rate of 9.5% per annum. The principal and interest accrue monthly and are due and payable monthly commencing September 30, 2021, and continuing until and including August 31, 2024. On July 12, 2021, the Company entered into and closed on a Securities Purchase Agreement with two institutional investors (the “Purchasers”), for the issuance of an aggregate of $10.0 million worth of Series G Convertible Preferred Shares of the Company (the “Series G Preferred Shares”), and the issuance to the Purchasers of an aggregate of 2,000,000 warrants to purchase common shares of the Company, which such warrants have a term of three years, and an exercise price of $4.00 per share (the “Warrant”). Until the Company obtains the approval of its shareholders to do so, (i) the Series G Preferred Shares can only be converted into a maximum of 4,400,000 common shares and (ii) the Warrant may not be exercised. On July 13, 2021, the Company filed articles of amendment to create a series of preferred shares, being, an unlimited number of Series G Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. Each shareholder of the Series G Preferred Shares, may, at any time, convert all or any part of the Series G 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 G 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) 80% of the average of the three lowest volume weighted average price of the common stock during the ten trading days immediately preceding, but not including, the conversion date and (ii) $2.75; however, in no event shall the conversion price be lower than $1.00 per share. The Series G Preferred Shares are non-voting and pay dividends at a rate of 8.0% per annum, payable quarterly. On July 31, 2021, the Company entered into an agreement (the “Hertford Agreement”) with Hertford Advisors Ltd. (“Hertford”), a privately held company that provides turnkey mining solutions, to provide a six-month exclusive right to assume all of Hertford’s rights to a number of bitcoin mining agreements (the “Bitcoin Agreements”) and the right to complete negotiations to secure a long-term contract for 200,000 square foot crypto mining facility (the “Mining Facility Agreement”). The Company has assumed and executed the first Bitcoin Agreement directly with the manufacturer, for the purchase of up to 60,000 new bitcoin mining machines, with deliveries to commence in November 2021 and continue over the course of the next ten months. In exchange for the assignment of the Bitcoin Agreements and the Mining Facility Agreement, for which the Company has the right, but not the obligation, to complete, and subject to receipt of all necessary regulatory approvals and execution of definitive agreements, the Company will issue to Hertford common shares, as well as shares of a new series of preferred shares of the Company, based upon the achievement of certain milestones. On August 12, 2021, the Company issued 4,500,000 common shares with a fair value of $17.6 million to Hertford in satisfaction of assignment of the Bitcoin Agreements and the Mining Facility Agreement to the Company. Additional consideration will be granted as other key milestones are achieved. The common shares issued by the Company are subject to lock up and leak out agreements for a period of two years, with the initial release starting on the six months anniversary of the Hertford Agreement. On August 6, 2021, FBC Holdings sold 5,343,778 Series B Preferred Shares of the Company that they held to two investors. The investors immediately requested conversion of the Series B Preferred Shares and the Company issued 2,128,994 common shares of the Company effective August 6, 2021. On August 9, 2021, FBC Holdings requested the conversion of the remaining outstanding Series B Preferred Shares and the Company issued 510,548 common shares of the Company to FBC Holdings.

Significant Accounting Policies (Policies)	6 Months Ended
Significant Accounting Policies (Policies)	Jun. 30, 2021
Accounting Policies [Abstract]
Consolidation, Policy [Policy Text Block]	Principles of ConsolidationThe condensed consolidated financial statements of the Company have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”), applied on a basis consistent for all periods. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for a complete set of financial statements. These condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2020, filed with the Securities and Exchange Commission on April 9, 2021. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. These condensed consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany balances and transactions have been appropriately eliminated in consolidation.
Use of Estimates, Policy [Policy Text Block]	Use of EstimatesThe preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the determination of provisions for impairment assessments of goodwill, other indefinite-lived intangible assets; revenue; allowance for doubtful receivables; inventory valuation; warranty provisions; and litigation claims. Actual results could differ from these estimates.
Foreign Currency Transactions and Translations Policy [Policy Text Block]	Foreign Currency 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. Gains or losses from foreign currency transactions are recognized in the condensed consolidated statements of operations.
Cash and Cash Equivalents, Policy [Policy Text Block]	Cash Equivalents Highly liquid investments with insignificant interest rate risk and original maturities of three months or less, when purchased, are classified as cash equivalents. Cash equivalents are composed of money market funds. The carrying amounts approximate fair value due to the short maturities of these instruments.
Accounts Receivable [Policy Text Block]	Accounts Receivable Accounts receivable is recorded at the invoiced amount and is non-interest bearing. We estimate our allowance for doubtful accounts based on an assessment of the collectability of specific accounts and the overall condition of the accounts receivable portfolio. When evaluating the adequacy of the allowance for doubtful accounts, we analyze specific trade and other receivables, historical bad debts, customer credits, customer concentrations, customer credit-worthiness, current economic trends and changes in customers’ payment terms and/or patterns. We review the allowance for doubtful accounts on a quarterly basis and record adjustments as considered necessary. Customer accounts are written-off against the allowance for doubtful accounts when an account is considered uncollectable.
Inventories, Policy [Policy Text Block]	Inventories Inventories are stated at the lower of cost and net realizable value using the first-in-first-out method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We assess the value of inventories periodically based upon numerous factors including, among others, expected product or material demand, current market conditions, technological obsolescence, current cost, and net realizable value. If necessary, we write down our inventory for obsolete or unmarketable inventory by an amount equal to the difference between the cost of the inventory and the net realizable value.
Investment [Policy Text Block]	Investment The Company holds an investment in equity securities of a nonpublic company for business and strategic purposes. The equity securities do not have a readily determinable fair value and are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its investment on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount.
Goodwill and Intangible Assets, Policy [Policy Text Block]	Goodwill and Intangible Assets Goodwill represents the excess of consideration paid over the value assigned to the net tangible and identifiable intangible assets acquired. For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. For intangible assets acquired in a non-monetary exchange, the estimated fair values of the assets transferred (or the estimated fair values of the assets received, if more clearly evident) are used to establish their recorded values. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. Purchased intangible assets are amortized on a straight-line basis over their economic lives of 15 years for supplier agreement, six years to 25 years for channel partner relationships, three years to nine years for developed technology, three years to eight years for capitalized development costs, and two years to 25 years for customer relationships as this method most closely reflects the pattern in which the economic benefits of the assets will be consumed.
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block]	Impairment of Goodwill and Intangible Assets Goodwill and intangible assets are tested for impairment on an annual basis at December 31, or more frequently if there are indicators of impairment. Triggering events for impairment reviews may be indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in our market capitalization. Intangible assets are quantitatively assessed for impairment, if necessary, by comparing their estimated fair values to their carrying values. If the carrying value exceeds the fair value, the difference is recorded as an impairment.
Revenue [Policy Text Block]	Revenue Recognition The Company accounts for revenue pursuant to ASU 2014-09, Revenue from Contracts with Customers and all the related amendments (“Topic 606”). Under Topic 606, an entity is required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and contract consideration will be recognized on a “sell-in basis” or when control of the purchased goods or services transfer to the distributor. The Company generates revenue primarily from: (i) solutions for standalone storage and integrated hyper-converged storage; (ii) professional services; and (iii) warranty and customer services. The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers the Company performs the following five steps: (i) identify the promised goods or services in the contract; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. Approximately 70% of the Company’s revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied at a point in time. These contracts are generally comprised of a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when change of control has been transferred to the customer, generally at the time of shipment of products. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically less than 45 days. Revenue on direct product sales, excluding sales to distributors, are not entitled to any specific right of return or price protection, except for any defective product that may be returned under our standard product warranty. Product sales to distribution customers that are subject to certain rights of return, stock rotation privileges and price protections, contain a component of “variable consideration.” Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated fixed price and is net of estimates for variable considerations. For performance obligations related to warranty and customer services, such as extended product warranties, the Company transfers control and recognizes revenue on a time-elapsed basis. The performance obligations are satisfied as services are rendered typically on a stand-ready basis over the contract term, which is generally 12 months. In limited circumstances where a customer is unable to accept shipment and requests products be delivered to, and stored on, the Company’s premises, also known as a “bill-and-hold” arrangement, revenue is recognized when: (i) the customer has requested delayed delivery and storage of the products, (ii) the goods are segregated from the inventory, (iii) the product is complete, ready for shipment and physical transfer to the customer, and (iv) the Company does not have the ability to use the product or direct it to another customer. The Company also enters into revenue arrangements that may consist of multiple performance obligations of its product and service offerings such as for sales of hardware devices and extended warranty services. The Company allocates contract fees to the performance obligations on a relative stand-alone selling price basis. The Company determines the stand-alone selling price based on its normal pricing and discounting practices for the specific product and/or service when sold separately. When the Company is unable to establish the individual stand-alone price for all elements in an arrangement by reference to sold separately instances, the Company may estimate the stand-alone selling price of each performance obligation using a cost plus a margin approach, by reference to third party evidence of selling price, based on the Company’s actual historical selling prices of similar items, or based on a combination of the aforementioned methodologies; whichever management believes provides the most reliable estimate of stand-alone selling price.
Standard Product Warranty, Policy [Policy Text Block]	Warranty and Extended Warranty The Company records a provision for standard warranties provided with all products. If future actual costs to repair were to differ significantly from estimates, the impact of these unforeseen costs or cost reductions would be recorded in subsequent periods.
Extended Product Warranty, Policy [Policy Text Block]	Separately priced extended on-site warranties and service contracts are offered for sale to customers on all product lines. The Company contracts with third party service providers to provide service relating to on-site warranties and service contracts. Extended warranty and service contract revenue and amounts paid in advance to outside service organizations are deferred and recognized as service revenue and cost of service, respectively, over the period of the service agreement. The Company will typically apply the practical expedient to agreements wherein the period between transfer of any good or service in the contract and when the customer pays for that good or service is one year or less. Advanced payments for long-term maintenance and warranty contracts do not give rise to a significant financing component. Rather, such payments are required by the Company primarily for reasons other than the provision of finance to the entity.
Research and Development Expense, Policy [Policy Text Block]	Research and Development CostsResearch and development expenses include payroll, employee benefits, share-based compensation expense, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs.
Comprehensive Income, Policy [Policy Text Block]	Comprehensive Income (Loss) Comprehensive income (loss) and its components encompass all changes in equity other than those arising from transactions with shareholders, including net loss and foreign currency translation adjustments, and is disclosed in a separate condensed consolidated statement of comprehensive loss.
Share-based Payment Arrangement [Policy Text Block]	Share-based Compensation We account for share-based awards, and similar equity instruments, granted to employees, non-employee directors, and consultants under the fair value method. Share-based compensation award types include stock options and restricted stock. We use the Black-Scholes option pricing model to estimate the fair value of option awards on the measurement date, which generally is the date of grant. The expense is recognized over the requisite service period (usually the vesting period) for the estimated number of instruments for which service is expected to be rendered. The fair value of restricted stock units (“RSUs”) is estimated based on the market value of the Company’s common shares on the date of grant. The fair value of options granted to non-employees is estimated at the measurement date, 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 PronouncementsFrom 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 will not have a material impact on the Company’s consolidated financial statements upon adoption.

Hertford (Details) - USD ($)	Aug. 12, 2021	Jul. 31, 2021	Aug. 03, 2020
Subsequent Event [Line Items]
Stock Issued During Period, Shares, Purchase of Assets			480,000
Finite-lived Intangible Assets Acquired			$ 1,560,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Intangible Assets, Explanation of Significant Additions		On July 31, 2021, the Company entered into an agreement (the “Hertford Agreement”) with Hertford Advisors Ltd. (“Hertford”), a privately held company that provides turnkey mining solutions, to provide a six-month exclusive right to assume all of Hertford’s rights to a number of bitcoin mining agreements (the “Bitcoin Agreements”) and the right to complete negotiations to secure a long-term contract for 200,000 square foot crypto mining facility (the “Mining Facility Agreement”).
Stock Issued During Period, Shares, Purchase of Assets	4,500,000
Finite-lived Intangible Assets Acquired	$ 17,600,000
Lock up period for sale of shares		2 years
Initial lock up period release		6 months
Subsequent Event [Member] \| Purchase Commitment
Subsequent Event [Line Items]
Purchase Commitment, Description		The Company has assumed and executed the first Bitcoin Agreement directly with the manufacturer, for the purchase of up to 60,000 new bitcoin mining machines, with deliveries to commence in November 2021 and continue over the course of the next ten months.

Condensed Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Operating Activities [Abstract]
Net Loss	$ (5,253,000)	$ (3,049,000)
Adjustments to reconcile net loss to cash used in operating activities:
Gain (Loss) on Extinguishment of Debt	(675,000)	0
Preferred shares penalty fee	653,000	0
Depreciation and Amortization	311,000	484,000
Amortization of Debt Issuance Costs and Discounts	485,000	177,000
Share-based Payment Arrangement, Noncash Expense	247,000	5,000
Revaluation of subscription agreements	0	(79,000)
Changes in operating assets and liabilities:
Accounts Receivable	59,000	(3,000)
Inventories	57,000	94,000
Accounts Payable and Accrued Liabilities	727,000	1,166,000
Accrued Payroll and Employee Compensation	104,000	88,000
Deferred Revenue	(365,000)	(446,000)
Other Assets and Liabilities, Net	(244,000)	473,000
Net Cash Used in Operating Activities	(3,894,000)	(1,090,000)
Net Cash Provided by (Used in) Investing Activities [Abstract]
Increase (Decrease) in Notes Receivable, Current	(35,000)	0
Payments to Acquire Other Investments	(25,000)	0
Net Cash Provided by (Used in) Investing Activities, Continuing Operations	(60,000)	0
Financing activities:
Proceeds from Issuance of Common Stock	8,194,000	0
Repayments of Debt	(1,103,000)	0
Proceeds from Issuance of Unsecured Debt	447,000	667,000
Proceeds from Warrant Exercises	1,073,000	0
Proceeds from (Repayments of) Lines of Credit	(376,000)	(2,000)
Payments of Ordinary Dividends, Preferred Stock and Preference Stock	(157,000)	0
Proceeds from Convertible Debt	0	375,000
Proceeds from Related Party Convertible Debt	0	200,000
Proceeds from Stock Options Exercised	0	75,000
Net Cash Provided by Financing Activities	8,078,000	1,315,000
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	(1,000)	0
Net Increase (Decrease) in cash and cash equivalents	4,123,000	225,000
Cash, Cash Equivalents, Beginning	461,000	149,000
Cash, Cash Equivalents, Ending	$ 4,584,000	$ 374,000

Organization and Business	6 Months Ended
Organization and Business	Jun. 30, 2021
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”). Beginning in 2021, the Company has begun to sponsor special purpose acquisition companies (“SPACs”). The Company is currently sponsoring two SPACs through the Company’s wholly owned subsidiaries, Minority Equality Opportunities Acquisition Sponsor, LLC (“MEOA Sponsor”), and Sustainable Earth Acquisition Opportunities Sponsor LLC. The SPAC, Minority Equality Opportunities Acquisition Inc.’s (“MEOA”) purpose is to focus initially on transactions with companies that are minority owned owned businesses, and the SPAC, Sustainable Earth Acquisition Inc.’s purpose is to focus initially on transactions with companies and/or assets that help reduce the effects of climate change and global warming with a focus on products or services that improve operational performance, productivity, or efficiency while reducing energy consumption, waste, or environmental pollution. Management has projected that cash on hand and other sources of liquidity may not be sufficient to allow the Company to continue operations beyond February 28, 2022 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 three and six months ended June 30, 2021, and such losses may continue for the foreseeable future. Based upon the Company's current expectations and projections for the next year, the Company believes that it may not have sufficient liquidity necessary to sustain operations beyond February 28, 2022. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Merger Agreement On June 3, 2021, the Company entered into an Agreement and Plan of Merger with Gryphon Digital Mining, Inc. (“Gryphon”), a privately held company in the cryptocurrency space dedicated to helping bring digital assets onto the clean energy grid. Its Bitcoin mining operation has a zero-carbon footprint and Gryphon's long-term strategy is to be the first vertically integrated crypto miner with a wholly owned, one hundred percent renewable energy supply. Upon completion of the merger, the Company will change its name to Gryphon Digital Mining, Inc. As consideration for the merger transaction, the Company expects to issue 111,000,000 common shares to the shareholders of Gryphon, subject to adjustment, such that on closing, the Sphere 3D shareholders are projected to own approximately 23% of the Company and Gryphon shareholders will own the remaining 77%, on a fully-diluted basis. The merger is expected to close in the fourth quarter of 2021, subject to the approval of the stockholders of each company, as well as other closing conditions, including the registration statement for the merger shares to be issued being declared effective by the Securities and Exchange Commission, and the Company's pending merger listing being approved by the Nasdaq, SEC and other applicable regulatory bodies. Upon a successful closing of the merger, and all regulatory approvals, the Company will continue to trade on the NASDAQ. The transaction has been approved by the board of directors of both companies. PGP Capital Advisors, LLC acted as financial advisor and has provided a fairness opinion in support of the transaction to the board of directors of Sphere 3D. The closing of the merger agreement is subject to customary closing conditions for a transaction of this nature and may be terminated by the parties under certain circumstances. Terminated 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 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.

Gryphon Note Receivable (Details) - USD ($) $ in Millions		6 Months Ended
Gryphon Note Receivable (Details) - USD ($) $ in Millions	Jul. 06, 2021	Jun. 30, 2021	Aug. 04, 2020
Subsequent Event [Line Items]
Stated interest rate			10.00%
Note receivable due date		Sep. 14, 2023
Subsequent Event [Member]
Subsequent Event [Line Items]
Loans and Leases Receivable, Gross	$ 2.7
Stated interest rate	9.50%
Note receivable due date	Aug. 31, 2024

OMM debt (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020	Aug. 27, 2020
Debt Disclosure [Abstract]
Secured Debt, Current	$ 0	$ 1,121	$ 1,100
Short-term Debt, Percentage Bearing Fixed Interest Rate	1.68%
Debt Instrument, Fee Amount	$ 118

Series B (Details) - Subsequent Event [Member] - shares	Aug. 09, 2021	Aug. 06, 2021
Subsequent Event [Line Items]
Preferred stock transfered		5,343,778
Convertible Preferred Stock, Shares Issued upon Conversion	510,548	2,128,994

Condensed Consolidated Statements of Comprehensive Income (Loss) Statement - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Net (loss) income	$ (2,881)	$ (1,946)	$ (5,253)	$ (3,049)
Other Comprehensive Income (Loss)
Foreign currency translation adjustment	8	28	12	(43)
Total other comprehensive income (loss)	8	28	12	(43)
Comprehensive (Loss) Income	$ (2,873)	$ (1,918)	$ (5,241)	$ (3,092)

- Definition

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

+ References

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+ Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Equity Incentive Plan Share-based Compensation Expense (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	$ 246,956	$ 0	$ 246,956	$ 4,546
Sales and Marketing Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	130,500	0	130,500	2,014
Research and Development Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	0	0	0	2,532
General and Administrative Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based Payment Arrangement, Expense	$ 116,456	$ 0	$ 116,456	$ 0

Equity Incentive Plan (Details)	6 Months Ended
Equity Incentive Plan (Details)	Jun. 30, 2021 USD ($)
Share-based Payment Arrangement [Abstract]
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount	$ 106,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term	6 months

Net (Loss) Income Per Share Net Loss Per Share (Details) - shares	3 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Convertible Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	6,858,079	9,687,778
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,519,564	3,101,182
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	100,550
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	625,240

Series G Preferred (Details) - Subsequent Event [Member] $ / shares in Units, $ in Millions	Jul. 12, 2021 USD ($) $ / shares shares
Subsequent Event [Line Items]
Preferred Stock, Value, Issued \| $	$ 10.0
Warrant, Outstanding \| shares	2,000,000
Warrant Term	3 years
Exercise Price of Warrants	$ 4.00
Preferred Stock, Contract Terms	Until the Company obtains the approval of its shareholders to do so, (i) the Series G Preferred Shares can only be converted into a maximum of 4,400,000 common shares and (ii) the Warrant may not be exercised.
Convertible Preferred Stock, Terms of Conversion	Each shareholder of the Series G Preferred Shares, may, at any time, convert all or any part of the Series G 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
Preferred Stock, Redemption Price Per Share	$ 1,000
Preferred Stock, Conversion Basis	conversion price equal to the lower of (i) 80% of the average of the three lowest volume weighted average price of the common stock during the ten trading days immediately preceding, but not including, the conversion date and (ii) $2.75; however, in no event shall the conversion price be lower than $1.00 per share
Preferred Stock, Dividend Rate, Percentage	8.00%

Net (Loss) Income Per Share (Tables)

6 Months Ended

Jun. 30, 2021

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

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

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


	Three and Six Months Ended June 30,
	2021	2020
Preferred shares issued and outstanding	6,858,079	9,687,778
Common share purchase warrants	1,519,564	3,101,182
Options outstanding	101,175	100,550
Convertible debt	—	625,240

Preferred Shares Series B (Details) - USD ($)		3 Months Ended		6 Months Ended
Preferred Shares Series B (Details) - USD ($)	Jul. 14, 2020	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Jul. 12, 2019
Related Party Transaction [Line Items]
Preferred Shares, Shares Issued		6,858,079		6,858,079		9,355,778
Series B Preferred Stock
Related Party Transaction [Line Items]
Preferred shares exchanged							6,500,000
Preferred Shares, Shares Issued							6,843,778
Preferred Stock, Reason why Security is Not Redeemable				Pursuant to the terms of a waiver agreement entered into by FBC Holdings and the Company on April 8, 2021, FBC Holdings has irrevocably and unconditionally waived its ability, upon providing the Company with at least 61 days' prior written notice, to increase or decrease the maximum percentage from the 9.99% threshold provided for in the Company's articles of amendment governing the rights and preferences of outstanding shares of Series B Preferred Shares unless FBC Holdings obtains the Company's prior written consent
Convertible Preferred Stock, Terms of Conversion	Series B Preferred Shares (i) are convertible into the Company’s common shares, subject to prior shareholder approval, at a conversion rate equal to $1.00 per share, plus accrued and unpaid dividends, divided by an amount equal to 0.85 multiplied by a 15-day volume weighted average price per common share prior to the date the conversion notice is provided (the “Conversion Rate”), subject to a conversion price floor of $0.80
Preferred Stock, Dividend Rate, Percentage				8.00%
Dividends Payable		$ 342,000		$ 342,000		$ 71,000
Dividends		$ 137,000	$ 0	$ 272,000	$ 0

- 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

Receivables, Loans, Notes Receivable, and Others (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Aug. 04, 2020
Receivables [Abstract]
Line of credit maximum to SPAC	$ 300
Line of Credit SPAC maturity date	Sep. 01, 2021
Line of credit due from SPAC	$ 35
Promissory note receivable	$ 3,100
Stated interest rate		10.00%
Note receivable due date	Sep. 14, 2023

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	Related Party Transactions In November 2018, the Company entered into a Transition Service Agreement (“TSA”) to facilitate an orderly transition process for the divestiture of Overland. 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 and as modified, by and among the Company and Overland; and (iii) prepayment of $448,000 for future goods and services under the TSA. At June 30, 2021 and December 31, 2020, other current assets included nil and $115,000, respectively, for prepayment of services under the TSA. As of June 30, 2021, Overland is no longer a related party of the Company. Net expense incurred by the Company related to the TSA was approximately $61,000 during the three months ended March 31, 2021. Net expense incurred by the Company related to such agreement was approximately $15,000 and $187,000 during the three and six months ended June 30, 2020. As of June 30, 2021 and December 31, 2020, accrued liabilities included nil and $247,000, respectively, for business advisory service fees.

Share Capital

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Share Capital

In May 2021, the Company completed the closing of its underwritten public offering of 5,600,000 common shares at a price to the public of $1.25 per share. Maxim Group LLC (“Maxim”) acted as sole book-running manager in connection with the offering. The Company granted to Maxim a 45-day option to purchase up to an additional 700,000 common shares, at the public offering price less underwriting discounts and commissions, of which Maxim has exercised its option to purchase the additional common shares. In addition, the Company issued Maxim 224,000 warrants to purchase up to 224,000 common shares at a purchase price of $1.375. Net proceeds after deducting underwriting discounts, commissions and other offering expenses were approximately $6.8 million, inclusive of the over-allotment.

In May 2021, the Company entered into a settlement and termination agreement with Torrington, and as full and final settlement of all amounts owing under the February 13, 2020 Business Advisory Agreement, whether fixed, contingent or otherwise, the Company issued to Torrington, as a one-time payment, share certificates representing 600,000 unregistered common shares of the Company with a fair value of $795,000.

In May 2020, the Company entered into an equity purchase agreement and registration rights agreement with Oasis 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 over a 36-month period. The Company will control the timing and amount of any sales to Oasis, and Oasis 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 $1.74 per common share, as amended on January 4, 2021, 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 six months ended June 30, 2021, the Company issued 630,000 common shares to Oasis for gross proceeds of $1.3 million under the terms and conditions of the equity purchase agreement. At June 30, 2021, the Company has issued from inception to date, in the aggregate, $1.7 million worth of common shares of the Company under the equity purchase agreement.

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

Warrants

At June 30, 2021, the Company had the following outstanding warrants to purchase common shares:


Date issued	Contractual life (years)	Exercise price	Number outstanding	Expiration
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	262,000	March 23, 2023
April 2020	5	$0.92	847,000	April 30, 2025
May 2021	5	$1.375	224,000	May 27, 2026
			1,519,564

Receivables, Loans, Notes Receivable, and Others	6 Months Ended
Receivables, Loans, Notes Receivable, and Others	Jun. 30, 2021
Receivables [Abstract]
Loans, Notes, Trade and Other Receivables Disclosure	Notes ReceivableIn April 2021, MEOA Sponsor, a wholly owned subsidiary of the Company, entered into a promissory note with MEOA for up to $300,000 with outstanding principal payable by MEOA to MEOA Sponsor on the earlier of (i) September 1, 2021 or (ii) the date MEOA consummates an initial public offering of its securities. At June 30, 2021, the outstanding note receivable balance was $35,000 and is included in other assets.In September 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. 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 bears interest at the rate of 10% per annum. The principal and interest accrue monthly and are due and payable in full on September 14, 2023.

Document Entity Information Document	6 Months Ended
Document Entity Information Document	Jun. 30, 2021
Document Information [Abstract]
Entity Registrant Name	Sphere 3D Corp.
Entity Central Index Key	0001591956
Current Fiscal Year End Date	--12-31
Document Type	6-K
Document Period End Date	Jun. 30, 2021
Amendment Flag	false

Condensed Consolidated Statements of Cash Flows Supplemental Disclosures of Cash Flow Information - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Supplemental Cash Flow Information [Abstract]
Cash paid for interest	$ 32	$ 17
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]
Issuance of common shares for settlement of liabilities	2,056	1,248
Debt Conversion, Converted Instrument, Amount	799	377
Issuance of common shares for exercise of warrants applied to settlement of liabilities	92	0
Convertible debt issued for prepaid services	0	150
Issuance of common shares for settlement of related party liabilities	$ 0	$ 76

Preferred Shares (Notes)	6 Months Ended
Preferred Shares (Notes)	Jun. 30, 2021
Class of Stock Disclosures [Abstract]
Preferred Stock [Text Block]	Preferred Shares Series E Preferred Shares On September 17, 2020, the Company filed articles of amendment to create a 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 price of the common stock 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”) relating to the issuance and sale to the investor of 3,000 shares of the Company’s subsequently established Series E Convertible Preferred Shares in a private placement transaction for net proceeds of $2.7 million. The Company paid Torrington 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 with a fair value of $653,000 to Westworld for the Company’s failure to file a timely registration statement required under the Westworld SPA. Such expense is included in other (expense) income, net on the consolidated statement of operations. On April 8, 2021, the Company was in default for failure to file a timely registration statement for the shares issued on March 9, 2021. As stated in the Amendment to the Westworld SPA, the Company incurs a penalty equal to 24.0% per annum on the additional common shares issued’s fair value of $653,000 until there is a registration statement filed, which has not occurred as of June 30, 2021. During the six months ended June 30, 2021, the Company has issued 4,641,418 common shares of the Company for the conversion of 2,699 Series E Preferred Shares. Series D Preferred Shares On May 6, 2020, the Company filed articles of amendment to create a 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 relating to the issuance and sale, in the aggregate, of 1,694,000 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 of certain convertible promissory notes receivable held by the investors in an aggregate amount of $1.1 million. Subject to certain limitations, 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 five years. 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 (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 six months ended June 30, 2021, the Company issued 895,000 common shares of the Company for the conversion of 895,000 Series D Preferred Shares. 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 series of preferred shares, being, an unlimited number of Series C Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. On November 6, 2019, the Company filed the Articles of Amendment to create the Series C Preferred Shares. Pursuant to the articles of amendment governing the rights and preferences of outstanding shares of Series C Preferred Shares, each preferred share, subject to prior shareholder approval, are convertible into our common shares, at a conversion rate in effect on the date of conversion. Overland, a former 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 or (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). 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 issued two investors in the aggregate 1,440,000 common shares for the conversion of all of the outstanding 1,600,000 Series C Preferred Shares. Series B Preferred Shares In July 2019, the Company filed articles of amendment to create a 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 with FBC Holdings to exchange 6,500,000 Series A Preferred Shares held by FBC Holdings for 6,843,778 Series B Preferred Shares, which included accrued dividends. Pursuant to the terms of a waiver agreement entered into by FBC Holdings and the Company on April 8, 2021, FBC Holdings has irrevocably and unconditionally waived its ability, upon providing the Company with at least 61 days' prior written notice, to increase or decrease the maximum percentage from the 9.99% threshold provided for in the Company's articles of amendment governing the rights and preferences of outstanding shares of Series B Preferred Shares unless FBC Holdings obtains the Company's prior written consent. The Series B Preferred Shares (i) are convertible into the Company’s common shares, subject to prior shareholder approval, at a conversion rate equal to $1.00 per share, plus accrued and unpaid dividends, divided by an amount equal to 0.85 multiplied by a 15-day volume weighted average price per common share prior to the date the conversion notice is provided (the “Conversion Rate”), subject to a conversion price floor of $0.80, (ii) 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. As of June 30, 2021 and December 31, 2020, accrued liabilities included $342,000 and $71,000, respectively, for related party preferred shares dividends. For the three months ended June 30, 2021 and 2020, there were related party preferred dividends of $137,000 and $0, respectively. For the six months ended June 30, 2021 and 2020, there were related party preferred dividends of $272,000 and $0, respectively. Management has determined that the conversion terms of the Series B 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.

Preferred Shares Series C (Details) - shares	6 Months Ended
Preferred Shares Series C (Details) - shares	Jun. 30, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Preferred Shares, Shares Issued	6,858,079	9,355,778
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Convertible Preferred Stock, Terms of Conversion	Overland, a former 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 or (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)
Convertible Preferred Stock, Shares Issued upon Conversion	1,440,000
Preferred Shares, Shares Issued	1,600,000

- Definition

+ References + Details

Commitments and Contingencies

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Commitments and Contingencies

Letters of credit

During the ordinary course of business, the Company provides standby letters of credit to third parties as required for certain transactions initiated by the Company. As of June 30, 2021, the Company had no outstanding standby letters of credit.

Warranty and Extended Warranty

The Company had $99,000 and $154,000 in deferred costs included in other current and non-current assets related to deferred service revenue at June 30, 2021 and December 31, 2020, respectively. Changes in the liability for deferred revenue associated with extended warranties and service contracts were as follows (in thousands):


	Deferred Revenue
Liability at January 1, 2021	$	739
Settlements made during the period	(491)
Change in liability for warranties issued during the period	280
Change in liability for pre-existing warranties	—
Liability at June 30, 2021	$	528
Current liability	414
Non-current liability	114
Liability at June 30, 2021	$	528

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. In March 2021, the Company paid the outstanding balance for a release of all claims.

In April 2015, the Company 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 the Company and certain of its 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 the Company and its 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, the Company 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.

In October 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. The Company continues to believe this lawsuit to be without merit and intend to vigorously defend against the action. In February 2020, the Company 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, the Company also filed a counterclaim against the UD Trust in which the Company alleged 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. In March 2021, the Delaware Bankruptcy Court issued a Memorandum Opinion in which it for the most part denied the defendants’ motions.

Preferred Shares Series E (Details) - USD ($)			6 Months Ended
Preferred Shares Series E (Details) - USD ($)	Sep. 17, 2020	Sep. 14, 2020	Jun. 30, 2021	Dec. 31, 2020
Class of Stock Disclosures [Abstract]
Preferred Shares, Shares Issued			6,858,079	9,355,778
Class of Stock [Line Items]
Preferred Shares, Shares Issued			6,858,079	9,355,778
Common Shares, Issued			22,582,029	7,867,186
Series E Preferred Stock
Class of Stock Disclosures [Abstract]
Convertible Preferred Stock, Terms of Conversion	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 price of the common stock 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 Shares, Shares Issued		3,000
Proceeds from Issuance of Preferred Stock and Preference Stock		$ 2,700,000
Payments of Stock Issuance Costs		$ 240,000
Convertible Preferred Stock, Shares Issued upon Conversion			4,641,418
Preferred shares exchanged			2,699
Class of Stock [Line Items]
Convertible Preferred Stock, Terms of Conversion	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 price of the common stock 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 Shares, Shares Issued		3,000
Proceeds from Issuance of Preferred Stock and Preference Stock		$ 2,700,000
Payments of Stock Issuance Costs		$ 240,000
Common Shares, Issued			250,000
Common Stock, Value, Issued			$ 653,000
Convertible Preferred Stock, Shares Issued upon Conversion			4,641,418
Preferred shares exchanged			2,699
Series E penalty interest rate			24.00%
Preferred Stock, Reason why Security is Not Redeemable			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

Fair Value Measurements

6 Months Ended

Jun. 30, 2021

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

The Company’s financial instruments include cash equivalents, accounts receivable, notes receivable, accounts payable, accrued liabilities, line of credit, 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, notes receivable, accounts payable and accrued liabilities 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 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
Liability at January 1, 2021	$	89
Reclassification to equity	(46)
Liability at June 30, 2021	$	43

Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

The Company's non-financial assets such as long-term investment, goodwill, and intangible assets are recorded at fair value when an impairment is recognized or at the time acquired in a business co

- 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

Maxim public offering (Details)	3 Months Ended		6 Months Ended
Maxim public offering (Details)	Jun. 30, 2021 USD ($) shares	Mar. 31, 2021 USD ($)	Jun. 30, 2021 USD ($) shares	Jun. 30, 2021 $ / shares shares	Aug. 03, 2020 $ / shares
Class of Warrant or Right [Line Items]
Stock Issued During Period, Value, New Issues	$ 7,642,000	$ 597,000
Shares Issued, Price Per Share \| $ / shares					$ 3.25
Maxim
Class of Warrant or Right [Line Items]
Stock Issued During Period, Value, New Issues			$ 5,600,000
Shares Issued, Price Per Share	$ 1.25		$ 1.25
Warrant, Outstanding \| shares	224,000		224,000	224,000
Exercise Price of Warrants \| $ / shares				$ 1.375
Proceeds from Issuance or Sale of Equity			$ 6,800,000
Maxim \| Over-Allotment Option
Class of Warrant or Right [Line Items]
Stock Issued During Period, Value, New Issues			$ 700,000
May 27, 2026
Class of Warrant or Right [Line Items]
Warrant, Outstanding \| shares	224,000		224,000	224,000
Exercise Price of Warrants \| $ / shares				$ 1.375

Commitments and Contingencies Warranty and Extended Warranty (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Deferred Costs, Service Revenue	$ 99,000	$ 154,000
Product Warranty Liability [Line Items]
Deferred revenue extended warranties, current	414,000
Deferred revenue extended warranties, noncurrent	114,000
Deferred revenue [Member]
Product Warranty Liability [Line Items]
Deferred Revenue, period start	739,000
Standard and Extended Product Warranty Accrual, Decrease for Payments	(491,000)
Standard and Extended Product Warranty Accrual, Increase for Warranties Issued	280,000
Standard and Extended Product Warranty Accrual, Increase (Decrease) for Preexisting Warranties	0
Deferred Revenue, period end	$ 528,000

Invest 101 (Details)	Aug. 03, 2020 USD ($) $ / shares shares
Goodwill and Intangible Assets Disclosure [Abstract]
Stock Issued During Period, Shares, Purchase of Assets \| shares	480,000
Shares Issued, Price Per Share \| $ / shares	$ 3.25
Finite-lived Intangible Assets Acquired \| $	$ 1,560,000

Fair Value Measurements (Details) $ in Thousands	6 Months Ended
Fair Value Measurements (Details) $ in Thousands	Jun. 30, 2021 USD ($)
Fair Value Disclosures [Abstract]
Financial and Nonfinancial Liabilities, Fair Value Disclosure, period start	$ 89
Reclassification to equity	(46)
Financial and Nonfinancial Liabilities, Fair Value Disclosure, period end	$ 43

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

Jun. 30, 2021

Dec. 31, 2020

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

$ 19,000

$ 18,903

Finite-Lived Intangible Assets, Accumulated Amortization

(16,890)

(16,495)

Finite-Lived Intangible Assets, Net

2,110

2,408

Indefinite-lived Intangible Assets (Excluding Goodwill)

200

Intangible Assets, Net

2,310

2,608

Developed Technology Rights [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

13,117

Finite-Lived Intangible Assets, Accumulated Amortization

(13,117)

Supplier

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

1,560

Finite-Lived Intangible Assets, Accumulated Amortization

(95)

(43)

Channel partner relationships [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

730

Finite-Lived Intangible Assets, Accumulated Amortization

(537)

(477)

Capitalized Development [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

^[1]

3,213

3,116

Finite-Lived Intangible Assets, Accumulated Amortization

^[1]

(2,794)

(2,518)

Customer Relationships [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

380

Finite-Lived Intangible Assets, Accumulated Amortization

$ (347)

$ (340)

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

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Product Warranty Liability [Table Text Block]

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


	Deferred Revenue
Liability at January 1, 2021	$	739
Settlements made during the period	(491)
Change in liability for warranties issued during the period	280
Change in liability for pre-existing warranties	—
Liability at June 30, 2021	$	528
Current liability	414
Non-current liability	114
Liability at June 30, 2021	$	528

Merger Agreement (Details)	6 Months Ended
Merger Agreement (Details)	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Noncash or Part Noncash Acquisition, Description	As consideration for the merger transaction, the Company expects to issue 111,000,000 common shares to the shareholders of Gryphon, subject to adjustment, such that on closing, the Sphere 3D shareholders are projected to own approximately 23% of the Company and Gryphon shareholders will own the remaining 77%, on a fully-diluted basis.

Share Capital (Tables)

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

Schedule of Warrants [Table Text Block]

At June 30, 2021, the Company had the following outstanding warrants to purchase common shares:


Date issued	Contractual life (years)	Exercise price	Number outstanding	Expiration
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	262,000	March 23, 2023
April 2020	5	$0.92	847,000	April 30, 2025
May 2021	5	$1.375	224,000	May 27, 2026
			1,519,564

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

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

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


	June 30, 2021		December 31, 2020
Developed technology	$	13,117	$	13,117
Supplier agreement	1,560		1,560
Channel partner relationships	730		730
Capitalized development costs(1)	3,213		3,116
Customer relationships	380		380
	19,000		18,903
Accumulated amortization:
Developed technology	(13,117)		(13,117)
Supplier agreement	(95)		(43)
Channel partner relationships	(537)		(477)
Capitalized development costs(1)	(2,794)		(2,518)
Customer relationships	(347)		(340)
	(16,890)		(16,495)
Total finite-lived assets, net	2,110		2,408
Indefinite-lived intangible assets - trade names	200		200
Total intangible assets, net	$	2,310	$	2,608

________________

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

Torrington (Details) - USD ($)		3 Months Ended
Torrington (Details) - USD ($)	May 24, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020
Equity [Abstract]
Shares Issued During Period, Shares, Issued for Services	600,000
Shares Issued During Period, Value, Issued for Services	$ 795,000	$ 1,135,000	$ 921,000	$ 1,194,000	$ 130,000

Debt PPP Loan (Details) - USD ($)	Jun. 30, 2021	Feb. 03, 2021	Apr. 09, 2020
Debt Disclosure [Abstract]
Covid-19 PPP Funds	$ 0	$ 447,400	$ 667,400

Significant Accounting Policies	6 Months Ended
Significant Accounting Policies	Jun. 30, 2021
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	Significant Accounting Policies Principles of Consolidation The condensed consolidated financial statements of the Company have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”), applied on a basis consistent for all periods. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for a complete set of financial statements. These condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2020, filed with the Securities and Exchange Commission on April 9, 2021. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. These condensed consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany balances and transactions have been appropriately eliminated in consolidation. Use of Estimates The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the determination of provisions for impairment assessments of goodwill, other indefinite-lived intangible assets; revenue; allowance for doubtful receivables; inventory valuation; warranty provisions; and litigation claims. Actual results could differ from these estimates. Foreign Currency Translation The financial statements of foreign subsidiaries, for which the functional currency is the local currency, are translated into U.S. dollars using the exchange rate at the consolidated balance sheet date for assets and liabilities and a weighted-average exchange rate during the year for revenue, expenses, gains and losses. Translation adjustments are recorded as other comprehensive income (loss) within shareholders’ equity. Gains or losses from foreign currency transactions are recognized in the condensed consolidated statements of operations. Such transactions resulted in minimal losses in the three and six months ended June 30, 2021 and 2020. Cash Equivalents Highly liquid investments with insignificant interest rate risk and original maturities of three months or less, when purchased, are classified as cash equivalents. Cash equivalents are composed of money market funds. The carrying amounts approximate fair value due to the short maturities of these instruments. Accounts Receivable Accounts receivable is recorded at the invoiced amount and is non-interest bearing. We estimate our allowance for doubtful accounts based on an assessment of the collectability of specific accounts and the overall condition of the accounts receivable portfolio. When evaluating the adequacy of the allowance for doubtful accounts, we analyze specific trade and other receivables, historical bad debts, customer credits, customer concentrations, customer credit-worthiness, current economic trends and changes in customers’ payment terms and/or patterns. We review the allowance for doubtful accounts on a quarterly basis and record adjustments as considered necessary. Customer accounts are written-off against the allowance for doubtful accounts when an account is considered uncollectable. Inventories Inventories are stated at the lower of cost and net realizable value using the first-in-first-out method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We assess the value of inventories periodically based upon numerous factors including, among others, expected product or material demand, current market conditions, technological obsolescence, current cost, and net realizable value. If necessary, we write down our inventory for obsolete or unmarketable inventory by an amount equal to the difference between the cost of the inventory and the net realizable value. Investment 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 years to 25 years for channel partner relationships, three years to nine years for developed technology, three years to eight years for capitalized development costs, and two years to 25 years for customer relationships as this method most closely reflects the pattern in which the economic benefits of the assets will be consumed. Impairment of Goodwill and Intangible Assets Goodwill and intangible assets are tested for impairment on an annual basis at December 31, or more frequently if there are indicators of impairment. Triggering events for impairment reviews may be indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in our market capitalization. Intangible assets are quantitatively assessed for impairment, if necessary, by comparing their estimated fair values to their carrying values. If the carrying value exceeds the fair value, the difference is recorded as an impairment. Revenue Recognition The Company accounts for revenue pursuant to ASU 2014-09, Revenue from Contracts with Customers and all the related amendments (“Topic 606”). Under Topic 606, an entity is required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and contract consideration will be recognized on a “sell-in basis” or when control of the purchased goods or services transfer to the distributor. The Company generates revenue primarily from: (i) solutions for standalone storage and integrated hyper-converged storage; (ii) professional services; and (iii) warranty and customer services. The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers the Company performs the following five steps: (i) identify the promised goods or services in the contract; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. Approximately 70% of the Company’s revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied at a point in time. These contracts are generally comprised of a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when change of control has been transferred to the customer, generally at the time of shipment of products. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically less than 45 days. Revenue on direct product sales, excluding sales to distributors, are not entitled to any specific right of return or price protection, except for any defective product that may be returned under our standard product warranty. Product sales to distribution customers that are subject to certain rights of return, stock rotation privileges and price protections, contain a component of “variable consideration.” Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated fixed price and is net of estimates for variable considerations. For performance obligations related to warranty and customer services, such as extended product warranties, the Company transfers control and recognizes revenue on a time-elapsed basis. The performance obligations are satisfied as services are rendered typically on a stand-ready basis over the contract term, which is generally 12 months. In limited circumstances where a customer is unable to accept shipment and requests products be delivered to, and stored on, the Company’s premises, also known as a “bill-and-hold” arrangement, revenue is recognized when: (i) the customer has requested delayed delivery and storage of the products, (ii) the goods are segregated from the inventory, (iii) the product is complete, ready for shipment and physical transfer to the customer, and (iv) the Company does not have the ability to use the product or direct it to another customer. The Company also enters into revenue arrangements that may consist of multiple performance obligations of its product and service offerings such as for sales of hardware devices and extended warranty services. The Company allocates contract fees to the performance obligations on a relative stand-alone selling price basis. The Company determines the stand-alone selling price based on its normal pricing and discounting practices for the specific product and/or service when sold separately. When the Company is unable to establish the individual stand-alone price for all elements in an arrangement by reference to sold separately instances, the Company may estimate the stand-alone selling price of each performance obligation using a cost plus a margin approach, by reference to third party evidence of selling price, based on the Company’s actual historical selling prices of similar items, or based on a combination of the aforementioned methodologies; whichever management believes provides the most reliable estimate of stand-alone selling price. Warranty and Extended Warranty The Company records a provision for standard warranties provided with all products. If future actual costs to repair were to differ significantly from estimates, the impact of these unforeseen costs or cost reductions would be recorded in subsequent periods. Separately priced extended on-site warranties and service contracts are offered for sale to customers on all product lines. The Company contracts with third party service providers to provide service relating to on-site warranties and service contracts. Extended warranty and service contract revenue and amounts paid in advance to outside service organizations are deferred and recognized as service revenue and cost of service, respectively, over the period of the service agreement. The Company will typically apply the practical expedient to agreements wherein the period between transfer of any good or service in the contract and when the customer pays for that good or service is one year or less. Advanced payments for long-term maintenance and warranty contracts do not give rise to a significant financing component. Rather, such payments are required by the Company primarily for reasons other than the provision of finance to the entity. Research and Development Costs Research and development expenses include payroll, employee benefits, share-based compensation expense, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs. Comprehensive Income (Loss) Comprehensive income (loss) and its components encompass all changes in equity other than those arising from transactions with shareholders, including net loss and foreign currency translation adjustments, and is disclosed in a separate condensed consolidated statement of comprehensive loss. Share-based Compensation We account for share-based awards, and similar equity instruments, granted to employees, non-employee directors, and consultants under the fair value method. Share-based compensation award types include stock options and restricted stock. We use the Black-Scholes option pricing model to estimate the fair value of option awards on the measurement date, which generally is the date of grant. The expense is recognized over the requisite service period (usually the vesting period) for the estimated number of instruments for which service is expected to be rendered. The fair value of restricted stock units (“RSUs”) is estimated based on the market value of the Company’s common shares on the date of grant. The fair value of options granted to non-employees is estimated at the measurement date, 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 will not have a material impact on the Company’s consolidated financial statements upon adoption.

Certain Balance Sheet Items Other long term assets (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance and services	$ 318	$ 385
Deferred Costs - service contracts	20	56
Other	29	2
Other Assets	$ 367	$ 443

Organization and Business Going Concern (Details)	6 Months Ended
Organization and Business Going Concern (Details)	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Substantial Doubt about Going Concern, Conditions or Events	Based upon the Company's current expectations and projections for the next year, the Company believes that it may not have sufficient liquidity necessary to sustain operations beyond February 28, 2022. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern

Share Capital Warrants Outstanding (Details)	6 Months Ended
Share Capital Warrants Outstanding (Details)	Jun. 30, 2021 $ / shares shares
August 11, 2022 [Member]
Class of Warrant or Right [Line Items]
Warrant Term	5 years
Exercise Price of Warrants \| $ / shares	$ 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 \| $ / shares	$ 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 \| $ / shares	$ 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 \| $ / shares	$ 5.60
Warrant, Outstanding	111,563
Warrant expiration date	Apr. 17, 2023
March 23, 2023 [Member]
Class of Warrant or Right [Line Items]
Warrant Term	3 years
Exercise Price of Warrants \| $ / shares	$ 0.60
Warrant, Outstanding	262,000
Warrant expiration date	Mar. 23, 2023
April 30, 2025 [Member]
Class of Warrant or Right [Line Items]
Warrant Term	5 years
Exercise Price of Warrants \| $ / shares	$ 0.92
Warrant, Outstanding	847,000
Warrant expiration date	Apr. 30, 2025
May 27, 2026
Class of Warrant or Right [Line Items]
Warrant Term	5 years
Exercise Price of Warrants \| $ / shares	$ 1.375
Warrant, Outstanding	224,000
Warrant expiration date	May 27, 2026
Warrant [Member]
Class of Warrant or Right [Line Items]
Warrant, Outstanding	1,519,564

Condensed Consolidated Statements of Equity Statement - USD ($) $ in Thousands	Total	Preferred Shares [Member]	Preferred Shares, Amount [Member]	Common Shares [Member]	Common Shares, Amount [Member]	AOCI [Member]	Accumulated Deficit [Member]
Preferred Shares, Outstanding at Dec. 31, 2019		8,443,778
Preferred Shares, Value, Issued at Dec. 31, 2019			$ 8,444
Common Stock, Shares, Outstanding, period start at Dec. 31, 2019				3,850,105
Total Shareholders' Equity (Deficit) at Dec. 31, 2019	$ 1,240				$ 186,161	$ (1,769)	$ (191,596)
Shares Issued During Period, Shares, Issued for Services				146,300
Shares Issued During Period, Value, Issued for Services	130				130
Shares Issued During Period, Shares, Share-based Compensation, Gross				20,420
Restricted Shares, Value, Shares Issued Net of Tax Withholdings	0				0
Share-based Compensation	5				5
Other Comprehensive Income (Loss), Net of Tax	(71)					(71)
Net Loss	(1,103)						(1,103)
Preferred Shares, Outstanding at Mar. 31, 2020		8,443,778
Preferred Shares, Value, Issued at Mar. 31, 2020			8,444
Common Stock, Shares, Outstanding, period end at Mar. 31, 2020				4,016,825
Total Shareholders' Equity (Deficit) at Mar. 31, 2020	201				186,296	(1,840)	(192,699)
Preferred Shares, Outstanding at Dec. 31, 2019		8,443,778
Preferred Shares, Value, Issued at Dec. 31, 2019			8,444
Common Stock, Shares, Outstanding, period start at Dec. 31, 2019				3,850,105
Total Shareholders' Equity (Deficit) at Dec. 31, 2019	1,240				186,161	(1,769)	(191,596)
Other Comprehensive Income (Loss), Net of Tax	(43)
Net Loss	(3,049)
Preferred Shares, Outstanding at Jun. 30, 2020		9,687,778
Preferred Shares, Value, Issued at Jun. 30, 2020			9,252
Common Stock, Shares, Outstanding, period end at Jun. 30, 2020				5,557,405
Total Shareholders' Equity (Deficit) at Jun. 30, 2020	1,083				188,288	(1,812)	(194,645)
Preferred Shares, Outstanding at Mar. 31, 2020		8,443,778
Preferred Shares, Value, Issued at Mar. 31, 2020			8,444
Common Stock, Shares, Outstanding, period start at Mar. 31, 2020				4,016,825
Total Shareholders' Equity (Deficit) at Mar. 31, 2020	201				186,296	(1,840)	(192,699)
Convertible Preferred Stock, Shares Issued upon Conversion				450,000
Conversion of preferred shares	292				292
Preferred shares, Series D, shares		1,244,000
Preferred shares issued, amount	808		808
Shares Issued During Period, Shares, Issued for Services				480,000
Shares Issued During Period, Value, Issued for Services	1,194				1,194
Issuance of common shares for conversion of convertible debt				580,580
Issuance of common shares for conversion of convertible debt, amount	377				377
Issuance of stock options, settlement of liabilities	54				54
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period				30,000
Stock Issued During Period, Value, Stock Options Exercised	75				75
Other Comprehensive Income (Loss), Net of Tax	28					28
Net Loss	(1,946)						(1,946)
Preferred Shares, Outstanding at Jun. 30, 2020		9,687,778
Preferred Shares, Value, Issued at Jun. 30, 2020			9,252
Common Stock, Shares, Outstanding, period end at Jun. 30, 2020				5,557,405
Total Shareholders' Equity (Deficit) at Jun. 30, 2020	$ 1,083				188,288	(1,812)	(194,645)
Preferred Shares, Outstanding at Dec. 31, 2020	9,355,778	9,355,778
Preferred Shares, Value, Issued at Dec. 31, 2020			11,769
Common Stock, Shares, Outstanding, period start at Dec. 31, 2020	7,867,186			7,867,186
Total Shareholders' Equity (Deficit) at Dec. 31, 2020	$ 5,009				192,406	(1,791)	(197,375)
Preferred stock converted to common stock		(2,495,300)
Preferred stock converted to common stock value			(2,482)
Convertible Preferred Stock, Shares Issued upon Conversion				2,532,798
Conversion of preferred shares	0				2,482
Stock Issued During Period, Shares, New Issues				235,000
Stock Issued During Period, Value, New Issues	597				597
Shares Issued During Period, Shares, Issued for Services				351,880
Shares Issued During Period, Value, Issued for Services	921				921
Shares Issued, Warrants Exercised				743,820
Adjustments to Additional Paid in Capital, Warrant Issued	478				478
Other Comprehensive Income (Loss), Net of Tax	4					4
Net Loss	(2,372)						(2,372)
Dividends, Preferred Stock	(193)						(193)
Preferred Shares, Outstanding at Mar. 31, 2021		6,860,478
Preferred Shares, Value, Issued at Mar. 31, 2021			9,287
Common Stock, Shares, Outstanding, period end at Mar. 31, 2021				11,730,684
Total Shareholders' Equity (Deficit) at Mar. 31, 2021	$ 4,444				196,884	(1,787)	(199,940)
Preferred Shares, Outstanding at Dec. 31, 2020	9,355,778	9,355,778
Preferred Shares, Value, Issued at Dec. 31, 2020			11,769
Common Stock, Shares, Outstanding, period start at Dec. 31, 2020	7,867,186			7,867,186
Total Shareholders' Equity (Deficit) at Dec. 31, 2020	$ 5,009				192,406	(1,791)	(197,375)
Other Comprehensive Income (Loss), Net of Tax	12
Net Loss	$ (5,253)
Preferred Shares, Outstanding at Jun. 30, 2021	6,858,079	6,858,079
Preferred Shares, Value, Issued at Jun. 30, 2021			7,127
Common Stock, Shares, Outstanding, period end at Jun. 30, 2021	22,582,029			22,582,029
Total Shareholders' Equity (Deficit) at Jun. 30, 2021	$ 11,912				209,554	(1,779)	(202,990)
Preferred Shares, Outstanding at Mar. 31, 2021		6,860,478
Preferred Shares, Value, Issued at Mar. 31, 2021			9,287
Common Stock, Shares, Outstanding, period start at Mar. 31, 2021				11,730,684
Total Shareholders' Equity (Deficit) at Mar. 31, 2021	4,444				196,884	(1,787)	(199,940)
Preferred stock converted to common stock		(2,399)
Preferred stock converted to common stock value			(2,160)
Convertible Preferred Stock, Shares Issued upon Conversion				2,108,620
Conversion of preferred shares	0				2,160
Stock Issued During Period, Shares, New Issues				6,695,000
Stock Issued During Period, Value, New Issues	7,642				7,642
Shares Issued During Period, Shares, Issued for Services				770,000
Shares Issued During Period, Value, Issued for Services	1,135				1,135
Shares Issued, Warrants Exercised				747,000
Adjustments to Additional Paid in Capital, Warrant Issued	687				687
Issuance of common shares for conversion of convertible debt				468,225
Issuance of common shares for conversion of convertible debt, amount	799				799
Shares Issued During Period, Shares, Share-based Compensation, Gross				62,500
Restricted Shares, Value, Shares Issued Net of Tax Withholdings	0				0
Share-based Compensation	247				247
Other Comprehensive Income (Loss), Net of Tax	8					8
Net Loss	(2,881)						(2,881)
Dividends, Preferred Stock	$ (169)						(169)
Preferred Shares, Outstanding at Jun. 30, 2021	6,858,079	6,858,079
Preferred Shares, Value, Issued at Jun. 30, 2021			$ 7,127
Common Stock, Shares, Outstanding, period end at Jun. 30, 2021	22,582,029			22,582,029
Total Shareholders' Equity (Deficit) at Jun. 30, 2021	$ 11,912				$ 209,554	$ (1,779)	$ (202,990)

Preferred Shares Series D (Details) - USD ($) $ / shares in Units, $ in Millions	Sep. 17, 2020	Jul. 14, 2020	May 06, 2020	Apr. 30, 2020	Mar. 23, 2020	Jun. 30, 2021	Dec. 31, 2020	Sep. 14, 2020	Jul. 12, 2019
Class of Stock [Line Items]
Preferred Shares, Shares Issued						6,858,079	9,355,778
Warrant blocker, ownership not to exceed					5.00%
Series B Preferred Stock
Class of Stock [Line Items]
Convertible Preferred Stock, Terms of Conversion		Series B Preferred Shares (i) are convertible into the Company’s common shares, subject to prior shareholder approval, at a conversion rate equal to $1.00 per share, plus accrued and unpaid dividends, divided by an amount equal to 0.85 multiplied by a 15-day volume weighted average price per common share prior to the date the conversion notice is provided (the “Conversion Rate”), subject to a conversion price floor of $0.80
Preferred Shares, Shares Issued									6,843,778
Preferred shares exchanged									6,500,000
Series E Preferred Stock
Class of Stock [Line Items]
Convertible Preferred Stock, Terms of Conversion	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 price of the common stock 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 Shares, Shares Issued								3,000
Convertible Preferred Stock, Shares Issued upon Conversion						4,641,418
Preferred shares exchanged						2,699
Series D Preferred Stock
Class of Stock [Line Items]
Preferred Stock, Redemption Price Per Share			$ 0.65
Convertible Preferred Stock, Terms of Conversion			Each shareholder of the Series D Preferred Shares, may, at any time, convert all or any part of the Series D Preferred Shares provided that after such conversion the common shares issuable, together with all the common shares held by the shareholder in the aggregate would not exceed 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.
Preferred Shares, Shares Issued				1,694,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights				1,694,000
Loans Receivable with Fixed Rates of Interest				$ 1.1
Exercise Price of Warrants				$ 0.92
Warrants and Rights Outstanding, Term				5 years
Warrant blocker, ownership not to exceed				5.00%
Convertible Preferred Stock, Shares Issued upon Conversion						895,000
Preferred shares exchanged						895,000

Investment (Notes)	6 Months Ended
Investment (Notes)	Jun. 30, 2021
Investments, Debt and Equity Securities [Abstract]
Investments in and Advances to Affiliates, Schedule of Investments [Text Block]	InvestmentIn November 2018, in connection with the divestiture of Overland Storage, Inc. (“Overland”), the Company received 1,879,699 Silicon Valley Technology Partners (“SVTP”) Preferred Shares representing 19.9% of the outstanding shares of capital stock of SVTP with a fair value of $2.1 million. The fair value of this investment was estimated using discounted cash flows and consideration of the Exchange Agreement described below. The Company concluded it does not have a significant influence over the investee. There were no known identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment at June 30, 2021.

Debt Convertible Debenture (Details)		6 Months Ended
Debt Convertible Debenture (Details)	Mar. 23, 2020 USD ($) shares	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)
Related Party Transaction [Line Items]
Subscription Agreement Units	725
Convertible Debt	$ 725,000	$ 0		$ 0
Debt Instrument, Convertible, Terms of Conversion Feature	each Unit consisting of (a) a 6.0% convertible debenture in the principal amount of $1,000, which is convertible at $0.6495 per share into 1,540 common shares of the Company, and (b) a warrant to purchase 1,540 common shares of the Company exercisable at any time on or before the third year anniversary date at an exercise price of $0.60 per share
Warrant blocker, ownership not to exceed	5.00%
Proceeds from Convertible Debt	$ 575,000	$ 0	$ 375,000
Paid by other parties	$ 150,000
Related Party [Member]
Related Party Transaction [Line Items]
Subscription Agreement Units	200
Fund raise fees paid in common shares	$ 58,000
Commons shares issued for payment of services \| shares	89,320
Warrant issued for payment of fee \| shares	89,320

Equity Incentive Plan

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

Share-based Payment Arrangement [Text Block]

Equity Incentive Plans

Restricted Stock Awards

During the six months ended June 30, 2021 and 2020, the Company granted restricted stock awards (“RSA”) in lieu of cash payment for services performed. The estimated fair value of the RSAs was based on the market value of the Company’s common shares on the date of grant. During the six months ended June 30, 2021 and 2020, the Company granted fully vested RSAs of 101,880 and 376,300, respectively, with a fair value of $279,000 and $710,000, respectively.

Share-Based Compensation Expense

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Sales and marketing	$	130,500	$	—	$	130,500	$	2,014
Research and development	—		—		—		2,532
General and administrative	116,456		—		116,456		—
Total share-based compensation expense	$	246,956	$	—	$	246,956	$	4,546

As of June 30, 2021, there was $106,000 unrecognized compensation expense related to unvested equity-based compensation awards, and is expected to be recognized over a weighted average period of six months.

Certain Balance Sheet Items Other current assets (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid Expense	$ 178,000	$ 421,000
Prepaid Insurance	616,000	158,000
Transition service agreement	0	115,000
Deferred Costs - service contracts	79,000	99,000
Other	117,000	14,000
Other Assets, Current	$ 990,000	$ 807,000

Certain Balance Sheet Items (Tables)

6 Months Ended

Jun. 30, 2021

Balance Sheet Related Disclosures [Abstract]

Schedule of Inventory, Current [Table Text Block]

The following table summarizes inventories (in thousands):


	June 30, 2021		December 31, 2020
Raw materials	$	108	$	119
Work in process	149		167
Finished goods	244		272
	$	501	$	558

Schedule of Other Current Assets [Table Text Block]

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


	June 30, 2021		December 31, 2020
Prepaid services	$	178	$	421
Prepaid insurance	616		158
Transition service agreement	—		115
Deferred cost - service contracts	79		99
Other	117		14
	$	990	$	807

Schedule of Other Assets, Noncurrent [Table Text Block]

The following table summarizes other assets (in thousands):


	June 30, 2021		December 31, 2020
Prepaid insurance and services	$	318	$	385
Deferred cost – service contracts	20		56
Other	29		2
	$	367	$	443

Significant Accounting Policies Intangible Assets (Details)	6 Months Ended
	Jun. 30, 2021
Supplier
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	15 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
Developed Technology Rights [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	3 years
Developed Technology Rights [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	9 years
Capitalized Development [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	3 years
Capitalized Development [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	8 years
Customer Relationships [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	2 years
Customer Relationships [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	25 years

Equity Incentive Plan (Tables)

6 Months Ended

Jun. 30, 2021

Share-based Payment Arrangement [Abstract]

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

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Sales and marketing	$	130,500	$	—	$	130,500	$	2,014
Research and development	—		—		—		2,532
General and administrative	116,456		—		116,456		—
Total share-based compensation expense	$	246,956	$	—	$	246,956	$	4,546

Net (Loss) Income Per Share

6 Months Ended

Jun. 30, 2021

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. Preferred shares, outstanding common share purchase warrants, outstanding options and convertible debt are considered common stock equivalents and are only included in the calculation of diluted earnings per common share when net income is reported and their effect is dilutive.

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


	Three and Six Months Ended June 30,
	2021	2020
Preferred shares issued and outstanding	6,858,079	9,687,778
Common share purchase warrants	1,519,564	3,101,182
Options outstanding	101,175	100,550
Convertible debt	—	625,240

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Cash and Cash Equivalents	$ 4,584,000	$ 461,000
Accounts receivable, net	205,000	264,000
Inventories	501,000	558,000
Other Current Assets	990,000	807,000
Assets, Current	6,280,000	2,090,000
Note receivable	3,354,000	3,207,000
Investments and Other Noncurrent Assets	2,100,000	2,100,000
Intangible Assets, Net	2,310,000	2,608,000
Goodwill	1,385,000	1,385,000
Other Assets	367,000	443,000
Total Assets	15,796,000	11,833,000
Accounts Payable	1,402,000	1,976,000
Accrued Liabilities	925,000	958,000
Accrued Payroll and Employee Compensation	399,000	293,000
Deferred Revenue	478,000	657,000
Secured Debt, Current	0	1,121,000
Notes Payable, Related Parties, Current	0	304,000
Line of credit	26,000	406,000
Other Current Liabilities	44,000	90,000
Liabilities, Current	3,274,000	5,805,000
Deferred Revenue, long-term	114,000	301,000
Long-term Debt	449,000	672,000
Other Non-current Liabilities	47,000	46,000
Total Liabilities	3,884,000	6,824,000
Commitments and Contingencies (Note 14)
Preferred shares, no par value, unlimited shares authorized, 6,858,079 and 9,355,778 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	7,127,000	11,769,000
Common shares, no par value; unlimited shares authorized, 22,582,029 and 7.867,186 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively	209,554,000	192,406,000
Accumulated Other Comprehensive Loss	(1,779,000)	(1,791,000)
Accumulated Deficit	(202,990,000)	(197,375,000)
Total Shareholders' Equity	11,912,000	5,009,000
Total Liabilities and Shareholders' Equity	$ 15,796,000	$ 11,833,000

Oasis Debt (Details) - USD ($)			6 Months Ended
Oasis Debt (Details) - USD ($)	Mar. 10, 2021	Jul. 28, 2020	Jun. 30, 2021
Related Party Transaction [Line Items]
Debt Instrument, Fee Amount			$ 118,000
Beneficial Owner [Member]
Related Party Transaction [Line Items]
Proceeds from Issuance of Debt		$ 500,000
Related Party Transaction, Rate	8.00%	8.00%
Notes Payable, Related Parties	$ 796,159	$ 615,000	$ 0
Shares, Issued		90,000	468,225
Share Price		$ 3.37
Debt Issuance Costs, Gross		$ 40,000
Debt Instrument, Term			12 months
Debt Instrument, Fee Amount			$ 241,000

Investment (Details) - USD ($) $ in Millions		6 Months Ended
Investment (Details) - USD ($) $ in Millions	Nov. 13, 2018	Jun. 30, 2021
Investments, Debt and Equity Securities [Abstract]
SVTP Preerred Shares-other investment	1,879,699
Discontinued Operation, Equity Method Investment Retained after Disposal, Ownership Interest after Disposal	19.90%
Disposal Group, Including Discontinued Operation, Consideration	$ 2.1
Other Investment Not Readily Marketable, Description		no known identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenue	$ 894	$ 891	$ 1,834	$ 1,901
Cost of revenue	503	449	1,012	996
Gross Profit	391	442	822	905
Sales and Marketing	407	232	711	536
Research and Development	269	344	506	683
General and Administrative	3,257	1,832	4,422	2,816
Operating Expenses	3,933	2,408	5,639	4,035
Loss from Operations	(3,542)	(1,966)	(4,817)	(3,130)
Other income (expense)
Interest Expense, Related Party	0	(118)	(496)	(118)
Interest Expense	(6)	(76)	(19)	(85)
Other income, net	667	217	79	287
Income (Loss) Attributable to Parent, before Tax	(2,881)	(1,943)	(5,253)	(3,046)
Income Tax Expense (Benefit)	0	3	0	3
Net (loss) income	(2,881)	(1,946)	(5,253)	(3,049)
Preferred Stock Dividends, Income Statement Impact	169	0	362	0
Net Loss Available to Common Stockholders	$ (3,050)	$ (1,946)	$ (5,615)	$ (3,049)
Loss Per Share, Basic and Diluted [Abstract]
Earnings Per Share, Basic and Diluted	$ (0.19)	$ (0.41)	$ (0.44)	$ (0.70)
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Weighted Average Number of Shares Outstanding, Basic and Diluted	15,990,564	4,804,562	12,724,287	4,376,108

Intangible Assets Amortization (Details) - USD ($)	3 Months Ended		6 Months Ended
Intangible Assets Amortization (Details) - USD ($)	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 154,000	$ 237,000	$ 310,000	$ 482,000
Amortization Expense, Remainder of Fiscal Year	312,000		312,000
Amortization Expense 2022	465,000		465,000
Amortization Expense 2023	127,000		127,000
Amortization Expense 2024	105,000		105,000
Amortization Expense 2025	104,000		104,000
Amortization Expense 2026	$ 104,000		$ 104,000

Condensed Consolidated Balance Sheets Consolidated Balance Sheets Parenthetical Data - $ / shares $ / shares in Thousands	Jun. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred Stock, No Par Value	$ 0	$ 0
Preferred Shares, Shares Issued	6,858,079	9,355,778
Preferred Shares, Outstanding	6,858,079	9,355,778
Common Shares, No Par Value	$ 0	$ 0
Common Shares, Issued	22,582,029	7,867,186
Common Shares, Outstanding	22,582,029	7,867,186

Share Capital Private Placement (Details) - USD ($)		6 Months Ended
Share Capital Private Placement (Details) - USD ($)	Aug. 15, 2019	Jun. 30, 2021	Jun. 30, 2020	Aug. 03, 2020
Class of Stock [Line Items]
Shares Issued, Price Per Share				$ 3.25
Proceeds from Issuance of Common Shares, private placement		$ 8,194,000	$ 0
Private Placement [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, Period Increase (Decrease)	175,765
Shares Issued, Price Per Share	$ 1.29
Proceeds from Issuance of Common Shares, private placement	$ 325,000
Common shares not issued		76,058

Debt Line of credit (Details) - USD ($)	6 Months Ended
Debt Line of credit (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Line of Credit Facility, Maximum Borrowing Capacity	$ 500,000
Line of Credit Facility, Interest Rate at Period End	6.50%
Line of Credit Facility, Expiration Date	Aug. 31, 2021
Line of credit	$ 26,000	$ 406,000

- Definition

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

+ References + Details

Debt	6 Months Ended
Debt	Jun. 30, 2021
Debt Disclosure [Abstract]
Debt Disclosure [Text Block]	Debt On February 3, 2021, the Company received loan proceeds in the amount of $447,400 and entered into a loan agreement with Citizens National Bank of Texas pursuant to the CARES Act (“PPP Funds”). 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 will be deferred for 16-months, accrue interest at a fixed annual rate of 1.0% and matures in five years from issuance. There is no prepayment penalty on the CARES Act Loan. On August 10, 2021, 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. 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. The OMM Note bore interest at 1.68%. On April 2, 2021, the Company and OMM entered into a Fee Agreement stating the OMM Note maturity date was extended to June 2021, and the Company incurred an extension fee in the amount of $118,000. In June 2021, the OMM Note was paid in full and at June 30, 2021, the OMM Note had no outstanding balance. On July 28, 2020, the Company entered into a Securities Purchase Agreement with Oasis Capital, LLC (“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 aggregate principal amount of $615,000 (“Oasis Promissory Note”), and (ii) 90,000 common shares of the Company at $3.37 per share. Torrington Financial Services Ltd earned a fee of $40,000 for facilitating the transaction. The Oasis Promissory Note was due on January 28, 2021. On March 10, 2021, the Company and Oasis entered into an Exchange Agreement under which Oasis surrendered the Oasis Promissory Note dated July 28, 2020 in exchange for a new Convertible Promissory Note issued to Oasis 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. During the six months ended June 30, 2021, the Company incurred a $241,000 penalty fee for the defaults on the original Oasis Promissory Note which is included in related party interest expense. During the six months ended June 30, 2021, the Company issued 468,225 common shares in satisfaction of payment in full for the Convertible Promissory Note. At June 30, 2021 there was no outstanding balance on the Oasis Convertible Promissory Note. On April 9, 2020, the Company received PPP Funds in the amount of $667,400 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 week period after receipt thereof, and (b) the PPP funds are only used to cover payroll costs (including benefits), rent, mortgage interest, and utility costs. In June 2021, the April 9, 2020 PPP Funds were forgiven by the lender and the Company recorded a gain on forgiveness of liabilities which is included in other income (expense), net. At June 30, 2021 there was no outstanding balance on the April 9, 2020 PPP Funds. Convertible Debt and Warrants On February 13, 2020, the Company entered into a business advisory agreement with Torrington Financial Services Ltd (“Torrington”), a financial adviser to the Company. As a result of the below March 23, 2020 transaction, Torrington and its entity under common control, Lallande Poydras Investment Partnership (“Lallande”), both participated in the below offering and were classified as a related party of the Company. At June 30, 2021, Torrington is no longer classified as a related party of the Company. On March 23, 2020, the Company entered into subscription agreements by and among the Company and the investors party thereto, including Torrington and Lallande, for the purchase and sale of 725 units (collectively, the “Units” and individually, a “Unit”) for aggregate gross proceeds of $725,000 with each Unit consisting of (a) a 6.0% convertible debenture in the principal amount of $1,000, which is convertible at $0.6495 per share into 1,540 common shares of the Company, and (b) a warrant to purchase 1,540 common shares of the Company exercisable at any time on or before the third year anniversary date at an exercise price of $0.60 per share. The warrant includes a provision restricting the warrant holder from exercising it if the aggregate number of common shares held by the warrant holder equals or exceeds 5.0% of the issued and outstanding shares of the Company, calculated on a partially converted basis (i.e., assuming the conversion of all rights to receive common shares of the Company held by the warrant holder). All values were assigned to the debts and no value was assigned to the equity component. Torrington and Lallande participated in the offering and in the aggregate purchased 200 units, as well as for compensation for Torrington’s services, the Company issued to Torrington convertible debentures equal to $58,000 and convertible into 89,320 common shares and a warrant for the purchase of 89,320 shares, with other terms substantially the same as the investors. The Company received cash proceeds of $575,000 from the offering, and a participant of the offering paid on the Company’s behalf $150,000 directly to a business advisor for a prepayment of future services to the Company. The Company used the remaining proceeds from the offering for general corporate and working capital purposes. At June 30, 2021 and December 2020, the Company had no outstanding convertible debt related to the March 23, 2020 subscription agreement. Line of credit The Company has a line of credit agreement with a bank with a maximum borrowing limit, effective July 2, 2019, of $500,000. Borrowings under this agreement bear interest at a rate of 6.5% per annum. The line of credit expires on August 31, 2021. Borrowings under the line of credit are secured by the inventory and accounts receivable balances of the Company. At June 30, 2021, the outstanding balance was $26,000. The line of credit agreement also contains customary insurance requirements, limits on cross collateralization and events of default, including, among other things, failure to make payments, insolvency or bankruptcy, business termination, merger or consolidation or acquisition without written consent, a material impairment in the perfection or priority of the Lender’s lien in the collateral or in the value of such collateral, or material adverse change to the business that would impair the loan.

Equity Incentive Plan Textuals (Details) - Restricted Stock [Member] - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants in Period	101,880	376,300
RSAs, Share-based Third Party Liabilities Paid	$ 279,000	$ 710,000

PPP 2 Debt (Details) - USD ($)	6 Months Ended
PPP 2 Debt (Details) - USD ($)	Jun. 30, 2021	Feb. 03, 2021	Apr. 09, 2020
Debt Disclosure [Abstract]
Covid-19 PPP Funds	$ 0	$ 447,400	$ 667,400
Debt Instrument, Payment Terms	Principal and interest payments on any unforgiven portion of the PPP Funds will be deferred for 16-months
Debt Instrument, Interest Rate, Stated Percentage	1.00%
Long-term Debt, Term	5 years

Certain Balance Sheet Items Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Inventory [Line Items]
Raw Materials	$ 108	$ 119
Work in Process	149	167
Finished Goods	244	272
Inventories	$ 501	$ 558

Certain Balance Sheet Items

6 Months Ended

Jun. 30, 2021

Balance Sheet Related Disclosures [Abstract]

Supplemental Balance Sheet Disclosures [Text Block]

The following table summarizes inventories (in thousands):


	June 30, 2021		December 31, 2020
Raw materials	$	108	$	119
Work in process	149		167
Finished goods	244		272
	$	501	$	558

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


	June 30, 2021		December 31, 2020
Prepaid services	$	178	$	421
Prepaid insurance	616		158
Transition service agreement	—		115
Deferred cost - service contracts	79		99
Other	117		14
	$	990	$	807

The following table summarizes other assets (in thousands):


	June 30, 2021		December 31, 2020
Prepaid insurance and services	$	318	$	385
Deferred cost – service contracts	20		56
Other	29		2
	$	367	$	443

Related Party Transactions (Details) - USD ($)		3 Months Ended		6 Months Ended
Related Party Transactions (Details) - USD ($)	Oct. 31, 2019	Mar. 31, 2021	Jun. 30, 2020	Jun. 30, 2020	Jun. 30, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Preferred Shares, Shares Issued					6,858,079	9,355,778
Related Party Transaction, Amounts of Transaction		$ 61,000	$ 15,000	$ 187,000
Due from Related Parties, Current					$ 0	$ 115,000
Due to Other Related Parties					$ 0	$ 247,000
Series C Preferred Stock [Member]
Related Party Transaction [Line Items]
Preferred Shares, Shares Issued	1,600,000
Preferred Stock, Par or Stated Value Per Share	$ 1.00
Debt [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction	$ 520,000
Accrued Liabilities [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction	632,000
Prepaid Expenses and Other Current Assets [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction	$ 448,000

Commitments and Contingencies (Details)	Jun. 30, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Letters of Credit Outstanding, Amount	$ 0