0001213900-22-000613 | F-4 | XBRL Viewer

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Document And Entity Information	9 Months Ended
Document And Entity Information	Sep. 30, 2021
Document Information Line Items
Entity Registrant Name	SPHERE 3D CORP.
Document Type	F-4
Amendment Flag	false
Entity Central Index Key	0001591956
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	A6
Entity Tax Identification Number	98-1220792
Entity Address, Address Line One	895 Don Mills Road, Bldg. 2, Suite 900
Entity Address, Address Line Two	Toronto
Entity Address, Country	CA
Entity Address, Postal Zip Code	M3C 1W3
City Area Code	(858)
Local Phone Number	571-5555
Business Contact
Document Information Line Items
Entity Address, Address Line One	500 Seventh Avenue
Entity Address, Address Line Two	Office 12B101
Entity Address, Postal Zip Code	10018
City Area Code	(917)
Local Phone Number	566-7046
Contact Personnel Name	CCS Global Solutions, Inc.
Entity Address, City or Town	New York
Entity Address, State or Province	NY

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 100,521,000	$ 461,000	$ 149,000
Accounts receivable	226,000	264,000	369,000
Inventories	501,000	558,000	753,000
Notes receivable	2,140,000
Other current assets	1,686,000	807,000	670,000
Total current assets	105,074,000	2,090,000	1,941,000
Notes receivable	11,386,000	3,207,000
Investment in special purpose acquisition company	5,420,000
Investment in affiliate	2,100,000	2,100,000	2,100,000
Property and equipment, net			2,000
Intangible assets, net	13,186,000	2,608,000	2,301,000
Goodwill	1,385,000	1,385,000	1,385,000
Other assets	85,300,000	443,000	677,000
Total assets	223,851,000	11,833,000	8,406,000
Current liabilities:
Accounts payable and accrued liabilities	2,233,000	1,976,000	4,113,000
Accrued liabilities	319,000	958,000	475,000
Accrued payroll and employee compensation	295,000	293,000	340,000
Deferred revenue	387,000	657,000	1,069,000
Debt		1,121,000
Debt, related party		304,000
Line of credit		406,000	491,000
Other current liabilities	5,000	90,000	158,000
Total current liabilities	3,239,000	5,805,000	6,646,000
Deferred revenue, long-term	94,000	301,000	485,000
Long-term debt		672,000
Other non-current liabilities	1,046,000	46,000	35,000
Total liabilities	4,379,000	6,824,000	7,166,000
Commitments and contingencies
Shareholders’ equity:
Preferred stock value	957,000	11,769,000	8,444,000
Common stock value	425,860,000	192,406,000	186,161,000
Accumulated other comprehensive loss	(1,787,000)	(1,791,000)	(1,769,000)
Accumulated deficit	(205,558,000)	(197,375,000)	(191,596,000)
Total shareholders’ equity	219,472,000	5,009,000	1,240,000
Total liabilities and shareholders’ equity	223,851,000	11,833,000	$ 8,406,000
Gryphon Digital Mining, Inc.
Current assets:
Cash and cash equivalents	5,586,000	12,000
Accounts receivable	136,000
Prepaid expense	143,000	1,000
Digital asset	6,000
Total current assets	5,871,000	13,000
Mining equipment, net	3,630,000
Deposits	24,671,000
Total assets	34,172,000	13,000
Current liabilities:
Accounts payable and accrued liabilities	618,000
Notes payable – current portion	2,046,000
Total current liabilities	2,664,000
Notes payable – long term	7,954,000
Convertible notes payable – net	5,017,000
Total liabilities	15,635,000
Commitments and contingencies
Shareholders’ equity:
Preferred stock value
Series seed preferred stock
Series seed II preferred stock, par value $0.0001, 1,000,000 shares authorized and 260,807 and 0 issued and outstanding, respectively
Common stock value	2,000	1,000
Additional paid-in capital	32,968,000	18,000
Subscription receivable	(28,000)	(4,000)
Accumulated deficit	(14,405,000)	(2,000)
Total shareholders’ equity	18,537,000	13,000
Total liabilities and shareholders’ equity	$ 34,172,000	$ 13,000

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Preferred stock, par value (in Dollars per share)
Preferred stock, shares authorized	Unlimited	Unlimited	Unlimited
Preferred stock, shares issued	1,000	9,355,778	8,443,778
Preferred stock, shares outstanding	1,000	9,355,778	8,443,778
Common stock, par value (in Dollars per share)
Common stock, shares authorized	Unlimited	Unlimited
Common stock, shares issued	59,208,801	7,867,186	3,850,105
Common stock, shares outstanding	59,208,801	7,867,186	3,850,105
Gryphon Digital Mining, Inc.
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued		0
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	13,697,777	9,550,000
Common stock, shares outstanding	13,697,777	9,550,000
Preferred stock, shares authorized	13,000,000	13,000,000
Common stock, shares authorized	100,000,000	100,000,000
Gryphon Digital Mining, Inc. \| Seed Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	5,110,170	0
Preferred stock, shares outstanding	5,110,170	0
Preferred stock, shares authorized	6,000,000	6,000,000
Gryphon Digital Mining, Inc. \| Series Seed II Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	260,807	0
Preferred stock, shares outstanding	260,807	0
Preferred stock, shares authorized	1,000,000	1,000,000

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	2 Months Ended	9 Months Ended		12 Months Ended
	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Revenue		$ 2,875,000	$ 2,791,000	$ 4,848,000	$ 5,579,000
Cost of revenue		1,568,000	1,352,000	2,599,000	3,725,000
Gross profit		1,307,000	1,439,000	2,249,000	1,854,000
Operating expenses:
Sales and marketing		998,000	872,000	1,255,000	1,831,000
Research and development		803,000	947,000	1,202,000	2,052,000
General and administrative expenses		6,868,000	4,406,000	5,471,000	3,925,000
Impairment of acquired intangible assets				286,000	70,000
Operating income/loss		8,669,000	6,225,000	8,214,000	7,878,000
Loss from operations		(7,362,000)	(4,786,000)	(5,965,000)	(6,024,000)
Other income (expense):
Interest expense, related party		(496,000)	(309,000)	(454,000)	(331,000)
Interest expense		(20,000)	(142,000)	(274,000)	(22,000)
Other income, net				918,000	2,096,000
Interest income and other, net		225,000	1,002,000
Loss before income taxes		(7,653,000)	(4,235,000)	(5,775,000)	(4,281,000)
Provision for income taxes			4,000	4,000
Net loss		(7,653,000)	(4,239,000)	$ (5,779,000)	$ (4,281,000)
Dividends on preferred shares		530,000
Net loss available to common shareholders		$ (8,183,000)	$ (4,239,000)
Net loss per share:
Net loss per share basic and diluted (in Dollars per share)		$ (0.41)	$ (0.81)	$ (0.98)	$ (1.59)
Shares used in computing net loss per share:
Basic and diluted (in Shares)		20,004,425	5,240,003	5,884,555	2,692,510
Gryphon Digital Mining, Inc. [Member]
Revenue		$ 136,000
Cost of revenue		35,000
Operating expenses:
General and administrative expenses	2,000	13,682,000
Loss from operations		(13,607,000)
Loss before provision for income taxes	(2,000)	(14,403,000)
Other income (expense):
Interest expense		(299,000)
Amortization of debt discount		(428,000)
Total other expense		(796,000)
Provision for income taxes
Net loss	$ (2,000)	$ (14,403,000)
Net loss per share:
Net loss per share basic and diluted (in Dollars per share)		$ (1.09)
Shares used in computing net loss per share:
Basic and diluted (in Shares)	7,387,000	13,240,749
Depreciation expense		$ 26,000
Realized gain on disposition of digital asset		36,000
Unrealized loss from impairment of digital asset		(130,000)
Interest income earned on digital asset		$ 25,000

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Statement of Comprehensive Income [Abstract]
Net loss	$ (7,653)	$ (4,239)	$ (5,779)	$ (4,281)
Other comprehensive (loss) income:
Foreign currency translation adjustment	4	(31)	(22)	47
Total other comprehensive (loss) income	4	(31)	(22)	47
Comprehensive loss	$ (7,649)	$ (4,270)	$ (5,801)	$ (4,234)

- Definition

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

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+ Details

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	2 Months Ended	9 Months Ended		12 Months Ended
	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Operating activities:
Net loss		$ (7,653,000)	$ (4,239,000)	$ (5,779,000)	$ (4,281,000)
Adjustments to reconcile net loss to cash used in operating activities:
Gain on extinguishment of debt		(1,125,000)
Forgiveness of related party liabilities					(1,745,000)
Forgiveness of liabilities		(139,000)	(776,000)	(776,000)	(551,000)
Impairment of acquired intangible assets				286,000	70,000
Preferred shares penalty fee		653,000
Depreciation expense		835,000	742,000	971,000	1,030,000
Amortization of debt issuance costs		485,000	392,000	526,000
Share-based compensation		299,000	5,000	5,000	637,000
Preferred shares interest expense, related party					291,000
Provision for losses on accounts receivable				34,000	187,000
Revaluation of subscription agreements			(79,000)	(79,000)	158,000
Changes in operating assets and liabilities:
Accounts receivable		38,000	110,000	71,000	773,000
Inventories		57,000	94,000	195,000	477,000
Accounts payable and accrued liabilities		1,918,000	3,380,000	3,583,000	317,000
Accrued payroll and employee compensation		2,000	66,000	(50,000)	182,000
Deferred revenue		(477,000)	(553,000)	(597,000)	(102,000)
Other assets and liabilities, net		42,000	(1,138,000)	(972,000)	744,000
Net cash used in operating activities		(5,065,000)	(1,996,000)	(2,582,000)	(1,813,000)
Investing activities:
Loan receivable				(2,000,000)
Deposit for purchase of property and equipment		(85,000,000)
Notes receivable		(10,035,000)
Investment in special purpose acquisition company, net		(4,420,000)
Net cash used in investing activities		(99,455,000)		(2,000,000)
Financing activities:
Proceeds from issuance of common shares and warrants, net		194,572,000	115,000	364,000	707,000
Proceeds from debt				1,042,000
Proceeds from issuance of preferred shares, net		9,575,000	2,735,000	2,735,000
Payments for debt		(1,103,000)
Proceeds from long-term debt		447,000	667,000
Proceeds from exercise of warrants		1,458,000	120,000	180,000
Payments for line of credit, net		(402,000)	(2,000)	(83,000)	391,000
Payments for preferred share dividends		(218,000)
Proceeds from debt-related party			500,000	700,000	523,000
Payments for debt-related party			(42,000)	(117,000)
Proceeds from convertible debt			375,000
Proceeds from convertible debt-related party			200,000
Proceeds from exercise of stock options		252,000	76,000	75,000
Net cash provided by financing activities		204,581,000	4,744,000	4,896,000	1,621,000
Effect of exchange rate changes on cash		(1,000)	(1,000)	(2,000)
Net increase (decrease) in cash and cash equivalents		100,060,000	2,747,000	312,000	(192,000)
Cash and cash equivalents, beginning of year		461,000	149,000	149,000	341,000
Cash and cash equivalents, end of year	$ 461,000	100,521,000	2,896,000	461,000	149,000
Supplemental disclosures of cash flow information:
Cash paid for interest		34,000	25,000	33,000	39,000
Issuance of common shares for settlement of liabilities and preferred dividends		3,704,000	2,034,000
Issuance of common shares for conversion of convertible debt		799,000	783,000	783,000
Issuance of common shares for related party liabilities				379,000	529,000
Issuance of common shares for exercise of warrants applied to settlement of liabilities		92,000
Issuance of common shares for settlement of liabilities				2,034,000	764,000
Issuance of common shares for acquisition of intangible asset		11,408,000	1,560,000	1,560,000
Assumption of notes receivable				1,100,000
Issuance of convertible debt-related party for prepaid business advisory services			150,000	150,000
Conversion of related party accrued interest to Series B preferred shares					344,000
Conversion of related party liabilities to Series C preferred shares					1,152,000
Issuance of Series C preferred shares for prepayment of services					$ 448,000
Issuance of common shares for settlement of related party liabilities			$ 379,000
Gryphon Digital Mining, Inc.
Operating activities:
Net loss	(2,000)	(14,403,000)
Adjustments to reconcile net loss to cash used in operating activities:
Unrealized loss on impairment of digital assets		130,000
Interest earned on digital assets		(25,000)
Realized gain from disposition of digital assets		(36,000)
Digital assets used for operating expenses		168,000
Amortization of debt discount		428,000
Depreciation expense		26,000
Common stock issued for compensation		830,000
Common stock issued for compensation to seed stage advisors		1,671,000
Common stock issued for compensation to officers and directors		7,655,000
Compensation cost related to restricted common stock awards		874,000
Series seed II Preferred Stock issued for compensation		110,000
Compensation for services contributed by the Company’s president		188,000
Fair value of penny warrants issued for services		1,036,000
Changes in operating assets and liabilities:
Accounts receivable		(136,000)
Prepaid expense	(1,000)	(85,000)
Accounts payable and accrued liabilities		618,000
Net cash used in operating activities	(3,000)	(951,000)
Investing activities:
Net cash used in investing activities		(27,253,000)
Financing activities:
Proceeds from issuance of notes payable		10,000,000
Proceeds from issuance of convertible debentures		9,079,000
Proceeds from collection of subscription receivable		4,000
Proceeds from issuance of common stock	15,000	12,905,000
Proceeds from additional capital contributions		16,000
Proceeds from issuance of series seed II preferred stock		1,473,000
Proceeds from exercise of warrants		1,000
Proceeds from the issuance of series seed preferred stock		300,000
Net cash provided by financing activities	15,000	33,778,000
Net increase (decrease) in cash and cash equivalents	12,000
Cash and cash equivalents, beginning of year		12,000
Cash and cash equivalents, end of year	12,000	5,586,000		$ 12,000
Net change in cash		5,574,000
Supplemental disclosures of cash flow information:
Cash paid for interest
Cash paid for income taxes
Non-cash investing and financing activities
Deposits used for purchase of mining equipment		3,656,000
Digital assets received for purchase of common stock and Series Seed II		1,374,000
Relative fair value of warrants issued with convertible notes		4,490,000
Digital assets used as deposits for mining equipment		1,067,000
Supplemental disclosures of non-cash financing activities:
Deposit for purchase of bitcoin mining machines	$ (14,192,000)	(27,093,000)
Deposits		$ (160,000)

Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($)	Series Seed Preferred Stock Shares Gryphon Digital Mining, Inc.	Series Seed II Preferred Stock Shares Gryphon Digital Mining, Inc.	Preferred Stock Shares	Common Stock Gryphon Digital Mining, Inc.	Common Stock	Accumulated Other Comprehensive Loss	Accumulated Deficit Gryphon Digital Mining, Inc.	Accumulated Deficit	Additional Paid-in Capital Gryphon Digital Mining, Inc.	Subscription Receivable Gryphon Digital Mining, Inc.	Gryphon Digital Mining, Inc.	Total
Balance at Dec. 31, 2018					$ 183,524,000	$ (1,816,000)		$ (187,315,000)				$ (5,607,000)
Balance (in Shares) at Dec. 31, 2018					2,219,141
Issuance of common shares pursuant to the vesting of restricted stock units
Issuance of common shares pursuant to the vesting of restricted stock units (in Shares)					131,541
Share-based compensation					$ 637,000							637,000
Issuance of preferred shares, net			$ 344,000									344,000
Issuance of preferred shares, net (in Shares)			343,778
Issuance of subscription agreements for payment of liabilities					$ 531,000							531,000
Issuance of subscription agreements for payment of liabilities (in Shares)					479,500
Issuance of common shares					$ 707,000							707,000
Issuance of common shares (in Shares)					415,765
Issuance of common shares for settlement of related party debt and interest expense					$ 529,000							529,000
Issuance of common shares for settlement of related party debt and interest expense (in Shares)					410,158
Issuance of Series B preferred shares			$ 6,500,000									6,500,000
Issuance of Series B preferred shares (in Shares)			6,500,000
Issuance of Series C preferred shares			$ 1,600,000									1,600,000
Issuance of Series C preferred shares (in Shares)			1,600,000
Issuance of common shares for the settlement of liabilities					$ 233,000							233,000
Issuance of common shares for the settlement of liabilities (in Shares)					194,000
Other comprehensive income						47,000						47,000
Net loss								(4,281,000)				(4,281,000)
Balance at Dec. 31, 2019			$ 8,444,000		$ 186,161,000	(1,769,000)		(191,596,000)				1,240,000
Balance (in Shares) at Dec. 31, 2019			8,443,778		3,850,105
Issuance of common shares pursuant to the vesting of restricted stock units
Issuance of common shares pursuant to the vesting of restricted stock units (in Shares)					20,420
Share-based compensation					$ 5,000							5,000
Issuance of common shares for the settlement of liabilities					$ 130,000							130,000
Issuance of common shares for the settlement of liabilities (in Shares)					146,300
Other comprehensive income						(71,000)						(71,000)
Net loss								(1,103,000)				(1,103,000)
Balance at Mar. 31, 2020			$ 8,444,000		$ 186,296,000	(1,840,000)		(192,699,000)				201,000
Balance (in Shares) at Mar. 31, 2020			8,443,778		4,016,825
Balance at Dec. 31, 2019			$ 8,444,000		$ 186,161,000	(1,769,000)		(191,596,000)				1,240,000
Balance (in Shares) at Dec. 31, 2019			8,443,778		3,850,105
Issuance of common shares for conversion of preferred shares			$ (510,000)		$ 510,000
Issuance of common shares for conversion of preferred shares (in Shares)			(785,000)		785,000
Issuance of common shares for conversion of convertible debt					$ 783,000							783,000
Issuance of common shares for conversion of convertible debt (in Shares)					1,205,820
Issuance of common shares pursuant to the vesting of restricted stock units
Issuance of common shares pursuant to the vesting of restricted stock units (in Shares)					20,420
Share-based compensation					$ 5,000							5,000
Issuance of preferred shares, net			$ 3,835,000									3,835,000
Issuance of preferred shares, net (in Shares)			1,697,000
Acquisition of intangible asset					$ 1,560,000							1,560,000
Acquisition of intangible asset (in Shares)					480,000
Issuance of stock options for the settlement of liabilities					$ 182,000							182,000
Exercise of stock options					$ 75,000							75,000
Exercise of stock options (in Shares)					30,000
Issuance of common shares					$ 537,000							537,000
Issuance of common shares (in Shares)					230,000
Issuance of common shares for the settlement of liabilities					$ 2,413,000							2,413,000
Issuance of common shares for the settlement of liabilities (in Shares)					965,841
Exercise of warrants					$ 180,000							180,000
Exercise of warrants (in Shares)					300,000
Other comprehensive income						(22,000)						(22,000)
Net loss								(5,779,000)				(5,779,000)
Balance at Dec. 31, 2020			$ 11,769,000	$ 1,000	$ 192,406,000	(1,791,000)	$ (2,000)	(197,375,000)	$ 18,000	$ (4,000)	$ 13,000	5,009,000
Balance (in Shares) at Dec. 31, 2020			9,355,778	9,550,000	7,867,186
Balance at Mar. 31, 2020			$ 8,444,000		$ 186,296,000	(1,840,000)		(192,699,000)				201,000
Balance (in Shares) at Mar. 31, 2020			8,443,778		4,016,825
Issuance of common shares for conversion of preferred shares					$ 292,000							292,000
Issuance of common shares for conversion of preferred shares (in Shares)					450,000
Issuance of common shares for conversion of convertible debt					$ 377,000							377,000
Issuance of common shares for conversion of convertible debt (in Shares)					580,580
Issuance of preferred shares, net			$ 808,000									808,000
Issuance of preferred shares, net (in Shares)			1,244,000
Issuance of stock options for the settlement of liabilities					$ 54,000							54,000
Exercise of stock options					$ 75,000							75,000
Exercise of stock options (in Shares)					30,000
Issuance of common shares for the settlement of liabilities					$ 1,194,000							1,194,000
Issuance of common shares for the settlement of liabilities (in Shares)					480,000
Other comprehensive income						28,000						28,000
Net loss								(1,946,000)				(1,946,000)
Balance at Jun. 30, 2020			$ 9,252,000		$ 188,288,000	(1,812,000)		(194,645,000)				1,083,000
Balance (in Shares) at Jun. 30, 2020			9,687,778		5,557,405
Issuance of common shares for conversion of preferred shares			$ (218,000)		$ 218,000
Issuance of common shares for conversion of preferred shares (in Shares)			(335,000)		335,000
Issuance of common shares for conversion of convertible debt					$ 406,000							406,000
Issuance of common shares for conversion of convertible debt (in Shares)					625,240
Issuance of preferred shares, net			$ 2,735,000									2,735,000
Issuance of preferred shares, net (in Shares)			3,000
Acquisition of intangible asset					$ 1,560,000							1,560,000
Acquisition of intangible asset (in Shares)					480,000
Exercise of stock options					$ 1,000							1,000
Issuance of common shares					$ 268,000							268,000
Issuance of common shares (in Shares)					260,000
Issuance of common shares for the settlement of liabilities					$ 1,157,000							1,157,000
Issuance of common shares for the settlement of liabilities (in Shares)					339,541
Other comprehensive income						12,000						12,000
Net loss								(1,190,000)				(1,190,000)
Balance at Sep. 30, 2020			$ 11,769,000		$ 191,898,000	(1,800,000)		(195,835,000)				6,032,000
Balance (in Shares) at Sep. 30, 2020			9,355,778		7,597,186
Balance at Oct. 21, 2020
Balance (in Shares) at Oct. 21, 2020
Issuance of common shares				$ 1,000					18,000	(4,000)	15,000
Issuance of common shares (in Shares)				9,550,000
Net loss							(2,000)				(2,000)
Balance at Dec. 31, 2020			$ 11,769,000	$ 1,000	$ 192,406,000	(1,791,000)	(2,000)	(197,375,000)	18,000	(4,000)	13,000	5,009,000
Balance (in Shares) at Dec. 31, 2020			9,355,778	9,550,000	7,867,186
Issuance of common shares for conversion of preferred shares			$ (2,482,000)		$ 2,482,000
Issuance of common shares for conversion of preferred shares (in Shares)			(2,495,300)		2,532,798
Issuance of common shares					$ 597,000							597,000
Issuance of common shares (in Shares)					235,000
Issuance of common shares for the settlement of liabilities					$ 921,000							921,000
Issuance of common shares for the settlement of liabilities (in Shares)					351,880
Exercise of warrants					$ 478,000							478,000
Exercise of warrants (in Shares)					743,820
Other comprehensive income						4,000						4,000
Stock subscription received										4,000	4,000
Additional capital contribution from original shareholders									16,000		16,000
Additional capital contribution from original shareholders (in Shares)				161,250
Common stock issued to seed stage advisors for cash									3,000		3,000
Common stock issued to seed stage advisors for cash (in Shares)				1,162
Common stock issued for compensation to seed stage advisors									1,671,000		1,671,000
Common stock issued for compensation to seed stage advisors (in Shares)				696,262
Common stock issued to officers and directors for cash									13,000	(2,000)	11,000
Common stock issued to officers and directors for cash (in Shares)				5,325
Common stock issued for compensation to officers and directors									7,655,000		7,655,000
Common stock issued for compensation to officers and directors (in Shares)				3,189,675
Common stocks issued in private placement for cash				$ 1,000					12,889,000	(100,000)	12,790,000
Common stocks issued in private placement for cash (in Shares)				5,370,875
Common stocks issued in private placement for digital assets									1,213,000		1,213,000
Common stocks issued in private placement for digital assets (in Shares)				505,551
Common stock issued for compensation									40,000		40,000
Common stock issued for compensation (in Shares)				16,667
Common stock repurchased
Common stock repurchased (in Shares)				(1,000,000)
Restricted common stock awards issued for compensation									112,000		112,000
Restricted common stock awards issued for compensation (in Shares)				379,340
Services contributed by the Company’s president									63,000		63,000
Series seed issued in exchange for common stock
Series seed issued in exchange for common stock (in Shares)	4,995,469			(4,995,469)
Series seed issued for cash									15,000		15,000
Series seed issued for cash (in Shares)	6,303
Net loss							(9,738,000)	(2,372,000)			(9,738,000)	(2,372,000)
Preferred dividends								(193,000)				(193,000)
Balance at Mar. 31, 2021			$ 9,287,000	$ 2,000	$ 196,884,000	(1,787,000)	(9,740,000)	(199,940,000)	23,708,000	(102,000)	13,868,000	4,444,000
Balance (in Shares) at Mar. 31, 2021	5,001,772		6,860,478	13,880,638	11,730,684
Issuance of common shares for conversion of preferred shares			$ (2,160,000)		$ 2,160,000
Issuance of common shares for conversion of preferred shares (in Shares)			(2,399)		2,108,620
Issuance of common shares for conversion of convertible debt					$ 799,000							799,000
Issuance of common shares for conversion of convertible debt (in Shares)					468,225
Issuance of common shares pursuant to the vesting of restricted stock units
Issuance of common shares pursuant to the vesting of restricted stock units (in Shares)					62,500
Share-based compensation					$ 247,000							247,000
Issuance of common shares					$ 7,642,000							7,642,000
Issuance of common shares (in Shares)					6,695,000
Issuance of common shares for the settlement of liabilities					$ 1,135,000							1,135,000
Issuance of common shares for the settlement of liabilities (in Shares)					770,000
Exercise of warrants					$ 687,000							687,000
Exercise of warrants (in Shares)					747,000
Other comprehensive income						8,000						8,000
Stock subscription received										102,000	102,000
Series seed II issued for cash									1,501,000	(28,000)	1,473,000
Series seed II issued for cash (in Shares)		224,729
Series seed II issued for digital assets									161,000	(5,000)	156,000
Series seed II issued for digital assets (in Shares)		24,102
Series seed II issued for compensation									28,000		28,000
Series seed II issued for compensation (in Shares)		2,994
Restricted stock awards forfeited due to resignation of board member
Restricted stock awards forfeited due to resignation of board member (in Shares)				(56,250)
Accretion of compensation cost due to modification of restricted stock awards									233,000		233,000
Fair value of penny warrants issued for compensation									1,036,000		1,036,000
Relative fair value of warrants issued with convertible notes									1,818,000		1,818,000
Common stock issued for compensation									395,000		395,000
Common stock issued for compensation (in Shares)				46,486
Common stock repurchased									(1,000)		(1,000)
Common stock repurchased (in Shares)				(300,000)
Restricted common stock awards issued for compensation									484,000		484,000
Services contributed by the Company’s president									62,000		62,000
Series seed issued for cash									285,000		285,000
Series seed issued for cash (in Shares)	118,815
Net loss							(2,798,000)	(2,881,000)			(2,798,000)	(2,881,000)
Preferred dividends								(169,000)				(169,000)
Balance at Jun. 30, 2021			$ 7,127,000	$ 2,000	$ 209,554,000	(1,779,000)	(12,538,000)	(202,990,000)	29,710,000	(33,000)	17,141,000	11,912,000
Balance (in Shares) at Jun. 30, 2021	5,120,587	251,825	6,858,079	13,570,874	22,582,029
Issuance of common shares for conversion of preferred shares			$ (15,745,000)		$ 15,745,000
Issuance of common shares for conversion of preferred shares (in Shares)			(6,867,079)		6,076,770
Share-based compensation					$ 52,000							52,000
Issuance of preferred shares, net			$ 9,575,000									9,575,000
Issuance of preferred shares, net (in Shares)			10,000
Acquisition of intangible asset					$ 11,408,000							11,408,000
Acquisition of intangible asset (in Shares)					4,500,000
Exercise of stock options					$ 252,000							252,000
Exercise of stock options (in Shares)					100,000
Issuance of common shares					$ 186,778,000							186,778,000
Issuance of common shares (in Shares)					25,088,530
Issuance of common shares for the settlement of liabilities					$ 1,648,000							1,648,000
Issuance of common shares for the settlement of liabilities (in Shares)					362,972
Exercise of warrants					$ 423,000							423,000
Exercise of warrants (in Shares)					498,500
Other comprehensive income						(8,000)						(8,000)
Series seed II issued for compensation									82,000		82,000
Series seed II issued for compensation (in Shares)		8,982
Stock subscription receivable										5,000	5,000
Relative fair value of warrants issued with convertible debentures									2,672,000		2,672,000
Common stock issued for exercise of warrant for cash									1,000		1,000
Common stock issued for exercise of warrant for cash (in Shares)				70,000
Vesting of restricted common stock awards									45,000		45,000
Common stock issued for compensation									395,000,000,000		395,000,000,000
Common stock issued for compensation (in Shares)				46,486
Additional paid in capital for services contributed by the Company’s president									63,000		63,000
Net loss							(1,867,000)	(2,400,000)			(1,957,000)	(2,400,000)
Preferred dividends								(168,000)				(168,000)
Balance at Sep. 30, 2021			$ 957,000	$ 2,000	$ 425,860,000	$ (1,787,000)	$ (14,405,000)	$ (205,558,000)	$ 32,968,000	$ (28,000)	$ 18,537,000	$ 219,472,000
Balance (in Shares) at Sep. 30, 2021	5,120,587	260,807	1,000	13,687,360	59,208,801

Organization and Business

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Accounting Policies [Abstract]

Organization and Business

1. 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.” Sphere 3D historically focused on providing solutions for stand-alone storage and technologies that converge the traditional silos of compute, storage and network into one integrated hyper-converged or converged solution. We provide enterprise storage management solutions, and the ability to connect to public cloud services such as Microsoft Azure for additional delivery options and hybrid cloud capabilities. These solutions can be deployed through a public, private or hybrid cloud and are delivered both directly and through resellers and augmented through our professional services capabilities and offerings. The Company has a portfolio of brands including SnapServer®, HVE ConneXions (“HVE”) and UCX ConneXions (“UCX”). Subsequent to the third quarter of 2021, the Company entered into a definitive agreement to sell the SnapServer® product line and associated assets.

The Company has commenced planning and entered into a series of agreements that will enable it to enter the cryptocurrency mining industry.

Management has projected that cash on hand and other sources of liquidity may not be sufficient to allow the Company to continue operations beyond June 30, 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) shortfalls from projected sales levels; (ii) unexpected increases in product costs; (iii) increases in operating costs; (iv) changes in the historical timing of collecting accounts receivable; and (v) 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 nine months ended September 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 June 30, 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 62% of the Company and Gryphon shareholders will own the remaining 38%, on a fully-diluted basis. The merger is expected to close in the first quarter of 2022, subject to the approval of the shareholders 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.

In October 2021, the Company entered into an agreement with Gryphon for approximately 230 MW of carbon neutral bitcoin mining hosting capacity to be managed by Core Scientific as hosting partner. The agreement features the installation of digital asset miners at Core Scientific’s net carbon neutral blockchain data centers over the course of 14 months. As part of the agreement, Core Scientific will provide digital mining fleet management and monitoring solution, Minder™, data analytics, alerting, monitoring, and miner management services.

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.

1. Organization and Business

Sphere 3D Corp. (the “Company”) was incorporated under the Business Corporations Act (Ontario) on May 2, 2007 as T.B. Mining Ventures Inc. On March 24, 2015, the Company completed a short-form amalgamation with a wholly-owned subsidiary. In connection with the short-form amalgamation, the Company changed its name to “Sphere 3D Corp.” The Company delivers data management and desktop and application virtualization solutions through hybrid cloud, cloud and on premise implementations by its global reseller network. The Company achieves this through a combination of containerized applications, virtual desktops, virtual storage and physical hyper-converged platforms. The Company’s products allow organizations to deploy a combination of public, private or hybrid cloud strategies while backing them up with the latest storage solutions. The Company has a portfolio of brands including SnapServer®, HVE ConneXions (“HVE”) and UCX ConneXions (“UCX”).

Management has projected that cash on hand may not be sufficient to allow the Company to continue operations beyond June 30, 2021 if we are unable to raise additional funding for operations. We expect our working capital needs to increase in the future as we continue to expand and enhance our operations. Our ability to raise additional funds through equity or debt financings or other sources may depend on the financial success of our current business and successful implementation of our key strategic initiatives, financial, economic and market conditions and other factors, some of which are beyond our control. No assurance can be given that we will be successful in raising the required capital at reasonable cost and at the required times, or at all. Further equity financings may have a dilutive effect on shareholders and any debt financing, if available, may require restrictions to be placed on our future financing and operating activities. If we require additional capital and are unsuccessful in raising that capital, we may not be able to continue our business operations and advance our growth initiatives, which could adversely impact our business, financial condition and results of operations.

Significant changes from the Company’s current forecasts, including but not limited to: (i) failure to comply with the terms and financial covenants in its debt facilities; (ii) shortfalls from projected sales levels; (iii) unexpected increases in product costs; (iv) increases in operating costs; (v) changes in the historical timing of collecting accounts receivable; and (vi) inability to maintain compliance with the requirements of the NASDAQ Capital Market and/or inability to maintain listing with the NASDAQ Capital Market could have a material adverse impact on the Company’s ability to access the level of funding necessary to continue its operations at current levels. If any of these events occurs or the Company is unable to generate sufficient cash from operations or financing sources, the Company may be forced to liquidate assets where possible and/or curtail, suspend or cease planned programs or operations generally or seek bankruptcy protection or be subject to an involuntary bankruptcy petition, any of, which would have a material adverse effect on the Company’s business, results of operations, financial position and liquidity.

The Company incurred losses from operations and negative cash flows from operating activities for the 12 months ended December 31, 2020, and such losses might continue for a period of time. Based upon the Company’s current expectations and projections for the next year, the Company believes that it may not have sufficient liquidity necessary to sustain operations beyond June 30, 2021. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Merger Agreement

On July 14, 2020, the Company entered into a definitive merger agreement (the “Rainmaker Merger Agreement”) pursuant to which it planned to acquire all of the outstanding securities of Rainmaker Worldwide Inc. (“Rainmaker”), a global Water-as-a-Service (“WaaS”) provider. The Company’s business model would have focused on Water-as-a-Service and Rainmaker management would have assumed leadership of the combined entity. On February 12, 2021, the Rainmaker Merger Agreement was terminated as the Company was unable to obtain all necessary regulatory approvals relating to the proposed transaction prior to the agreed date of January 31, 2021. No break-fee or termination costs were paid by either party.

On September 14, 2020, the Company entered into a Senior Secured Convertible Promissory Note with Rainmaker (the “Rainmaker Note”), pursuant to which the Company loaned Rainmaker the principal amount of $3.1 million comprised of: (a) a new advance of $1.85 million paid to Rainmaker on October 1, 2020, (b) the principal and any interest owing under existing promissory notes issued by Rainmaker to two investors on April 2, 2020 in the aggregate amount of $1.1 million, which indebtedness was assigned to the Company on May 4, 2020 (the “Assigned Notes”), and (c) a promissory note receivable in the amount of $150,000 issued to the Company on August 4, 2020 (the “Original Note”). The Assigned Notes and the Original Note are included in the principal amount of the Rainmaker Note and therefore, the Assigned Notes and the Original Notes are deemed cancelled. The Rainmaker Note is secured as a registered lien under the Uniform Commercial Code and the Personal Property Security Act (Ontario) against the assets of Rainmaker and shall bear interest at the rate of 10% per annum. The principal and interest accrue monthly and are due and payable in full to the Company on September 14, 2023.

Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Accounting Policies [Abstract]

Significant Accounting Policies

2. 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 accumulated 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 nine months ended September 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.

Investments

The Company holds investments in equity securities of nonpublic companies 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 investments on a regular basis to determine if the investments are 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 months to 15 years for supplier agreements, 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

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.

2. Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements of the Company have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”), applied on a basis consistent for all periods. These consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany balances and transactions have been appropriately eliminated in consolidation.

Use of Estimates

The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the determination of provisions for impairment assessments of definite-live intangible assets, other indefinite-lived intangible assets; goodwill, deferred revenue; allowance for doubtful receivables; inventory valuation; warranty provisions; equity treatment of preferred shares; and litigation claims. Actual results could differ from these estimates.

Foreign Currency Translation

The financial statements of foreign subsidiaries, for which the functional currency is the local currency, are translated into U.S. dollars using the exchange rate at the consolidated balance sheet date for assets and liabilities and a weighted-average exchange rate during the year for revenue, expenses, gains and losses. Translation adjustments are recorded as other comprehensive income (loss) within shareholders’ equity (deficit). Gains or losses from foreign currency transactions are recognized in the consolidated statements of operations. Such transactions resulted in a loss of $23,000 and $22,000 in 2020 and 2019, respectively.

Cash Equivalents

Accounts Receivable

specific trade and other receivables, historical bad debts, customer credits, customer concentrations, customer credit-worthiness, current economic trends and changes in customers’ payment terms and/or patterns. We review the allowance for doubtful accounts on a quarterly basis and record adjustments as considered necessary. Customer accounts are written-off against the allowance for doubtful accounts when an account is considered uncollectable. At both December 31, 2020 and 2019, allowance for doubtful accounts of $0.1 million was recorded.

Inventories

Investment in Affiliate

The Company holds an investment in equity securities of a nonpublic company for business and strategic purposes. The equity securities do not have a readily determinable fair value and are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company reviews its investment on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount.

Goodwill and Intangible Assets

Purchased intangible assets are amortized on a straight-line basis over their economic lives of 15 years for supplier agreement, six to 25 years for channel partner relationships, three to nine years for developed technology, three to eight years for capitalized development costs, and two to 25 years for customer relationships as this method most closely reflects the pattern in which the economic benefits of the assets will be consumed.

Impairment of Goodwill and Intangible Assets

Revenue Recognition

Warranty and Extended Warranty

Shipping and Handling

Amounts billed to customers for shipping and handling are included in revenue, and costs incurred related to shipping and handling are included in cost of product revenue.

Advertising Costs

Advertising costs are expensed as incurred. Advertising expenses were $140,000 and $16,000 for the years ended December 31, 2020 and 2019.

Research and Development Costs

Research and development expenses include payroll, employee benefits, share-based compensation expense, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs. Research and development expenses are charged to operating expenses as incurred when these expenditures relate to the Company’s research and development efforts and have no alternative future uses.

Segment Information

We report segment data based on the management approach. The management approach designates the internal reporting that is used by management for making operating and investment decisions and evaluating performance as the source of our reportable segments. We use one measurement of profitability and do not disaggregate our business for internal reporting. We operate in one segment providing data management, and desktop and application virtualization solutions for small and medium businesses and distributed enterprises. We disclose information about products and services, geographic areas, and major customers.

Income Taxes

We provide for income taxes utilizing the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax basis of our assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when a judgment is made that it is considered more likely than not that a tax benefit will not be realized. A decision to record a valuation allowance results in an increase in income tax expense or a decrease in income tax benefit. If the valuation allowance is released in a future period, income tax expense will be reduced accordingly.

The calculation of tax liabilities involves evaluating uncertainties in the application of complex global tax regulations. The impact of an uncertain income tax position is recognized at the largest amount that is “more likely than not” to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.

Comprehensive Loss

Comprehensive loss and its components encompass all changes in equity other than those arising from transactions with shareholders, including net loss and foreign currency translation adjustments, and is disclosed in a separate consolidated statement of comprehensive loss.

Concentration of Credit Risks

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of trade accounts receivable, which are generally not collateralized. To reduce credit risk, we perform ongoing credit evaluations of its customers and maintain allowances for potential credit losses for estimated bad debt losses.

At December 31, 2020 and 2019, there were four customers that made up 46.8% and 50.3%, respectively, of accounts receivable. There were two customers that made up in the aggregate 29.3% and 24.5% of net revenue for the years ended December 31, 2020 and 2019, respectively.

Share-based Compensation

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, the Company believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption.

Recently Adopted Accounting Pronouncements

In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820) (“ASU 2018-13”). The new guidance removes, modifies and adds to certain disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The update is effective for annual reporting periods, including interim periods, beginning after December 15, 2019. The adoption of the new standard did not have an effect on our financial position, results of operations or cash flows.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350) — Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). The update simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. An entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if applicable. The loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. The same impairment test also applies to any reporting unit with a zero or negative carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The update is effective for annual reporting periods, including interim periods, beginning after December 15, 2019, on a prospective basis. The adoption of the new standard did not have an effect on our financial position, results of operations or cash flows.

Notes Receivable

9 Months Ended

Sep. 30, 2021

Receivables [Abstract]

Notes Receivable

3. Notes Receivable

In July 2021, the Company entered into a Promissory Note and Security Agreement with Gryphon, which was amended on August 30, 2021, and further amended on September 29, 2021 (the “Gryphon Note” as amended). The Gryphon Note, pursuant to which the Company loaned in the aggregate to Gryphon $10.0 million, has a payment schedule whereby the principal and accrued interest shall be due and payable commencing on January 1, 2022 continuing until and including December 1, 2024. The Gryphon Note is secured by certain assets of Gryphon and bears interest at the rate of 9.5% per annum. As of September 30, 2021, the outstanding Gryphon Note balance was $10.1 million.

In April 2021, MEOA Sponsor, a wholly owned subsidiary of the Company, entered into a promissory note with MEOA for up to $0.3 million 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 September 30, 2021, the note receivable balance was nil.

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. As of September 30, 2021, the outstanding Rainmaker Note balance was $3.4 million.

Certain Balance Sheet Items

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Certain Balance Sheet Items [Abstract]

Certain Balance Sheet Items

4. Certain Balance Sheet Items

The following table summarizes inventories (in thousands):

	September 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):

	September 30, 2021		December 31, 2020
Prepaid services	$	1,037	$	421
Prepaid insurance		484		158
Transition service agreement		—		115
Deferred cost – service contracts		62		99
Other		103		14
	$	1,686	$	807

The following table summarizes other assets (in thousands):

	September 30, 2021		December 31, 2020
Prepaid property and equipment	$	85,000	$	—
Prepaid insurance and services		284		385
Deferred cost – service contracts		13		56
Other		3		2
	$	85,300	$	443

4. Certain Balance Sheet Items

The following table summarizes inventories (in thousands):

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

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

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

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

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

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

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

The following table summarizes other assets (in thousands):

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

Intangible Assets

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

5. Intangible Assets

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

	September 30, 2021			December 31, 2020
Developed technology	$	13,117		$	13,117
Supplier agreement		12,967			1,560
Channel partner relationships		730			730
Capitalized development costs(1)		3,213			3,116
Customer relationships		380			380
		30,407			18,903
Accumulated amortization:
Developed technology		(13,117	)		(13,117	)
Supplier agreement		(489	)		(43	)
Channel partner relationships		(568	)		(477	)
Capitalized development costs(1)		(2,897	)		(2,518	)
Customer relationships		(350	)		(340	)
		(17,421	)		(16,495	)
Total finite-lived assets, net		12,986			2,408
Indefinite-lived intangible assets – trade names		200			200
Total intangible assets, net	$	13,186		$	2,608

____________

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

Amortization expense of intangible assets was $834,000 and $740,000 during the nine months ended September 30, 2021 and 2020, respectively. Estimated amortization expense for intangible assets is expected to be approximately $2.4 million for the remainder of 2021 and $9.3 million, $127,000, $105,000, $104,000, and $104,000 in fiscal 2022, 2023, 2024, 2025 and 2026, respectively.

Hertford Asset Acquisition

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 an 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 14 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 issue shares of Series H 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 $11.4 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 six months from the anniversary of the Hertford Agreement. The Company issued 135,000 common shares in satisfaction of a $456,000 finder’s fee to Majestic Dragon Financial Services Ltd. which is included in general and administrative expense in the consolidated statements of operations.

Supplier Agreement Acquisition

6. Intangible Assets and Goodwill

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

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

____________

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

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

Supplier Agreement Acquisition

On August 3, 2020, Dale Allan Peters (“Peters”), as the beneficial shareholder of 101250 Investments Ltd. (“101 Invest”), a company existing under the laws of the Turks & Caicos Islands and a water partner of Rainmaker, entered into a Share Purchase Agreement (the “101 Invest Purchase Agreement”) with the Company. As a result of the 101 Invest Purchase Agreement, 101 Invest is a wholly-owned subsidiary of the Company. Under the terms of the 101 Invest Purchase Agreement, the Company issued 480,000 common shares at $3.25 per share to Greenfield Investments Ltd. for a purchase price of $1,560,000. The common shares contain a legend, either statutory or contractual, which restrict the resale of the common shares for a period of six-months and one day from the closing date. In addition, the Company held back and retained 96,000 of the common shares for a six-month period from the closing date in support of any breaches of representations and warranties by Peters under the 101 Invest Purchase Agreement (the “Escrow Shares”). The Company released the Escrow Shares to Peters on or about February 10, 2021. 101 Invest has exclusive rights to deliver the Rainmaker water solution to three Turks and Caicos island communities — Plantation Hills, Blue Sky and Village Estates. The Company completed this transaction to assist in the deployment and expansion of its opportunities in the WaaS segment.

Goodwill

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

Impairments

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

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

Investments

9 Months Ended

Sep. 30, 2021

Equity Method Investments and Joint Ventures [Abstract]

Investments

6. Investments

Special Purpose Acquisition Company

In April 2021, the Company sponsored a special purpose acquisition company (“SPAC”), Minority Equality Opportunities Acquisition Inc. (“MEOA”), through the Company’s wholly owned subsidiary, Minority Equality Opportunities Acquisition Sponsor, LLC (“SPAC Sponsor”). MEOA’s purpose is to focus initially on transactions with companies that are minority owned businesses. In April 2021, SPAC Sponsor paid $25,000 of deferred offering costs on behalf of MEOA in exchange for 2,875,000 shares of MEOA’s Class B common stock (the “Founder Shares”).

In August 2021, SPAC Sponsor participated in the private sale of an aggregate of 5,395,000 Warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant. The SPAC Sponsor paid $5.4 million to MEOA, which included $1.0 million from an investor participating in MEOA Sponsor. The Private Placement Warrants are not transferable, assignable or saleable until 30 days after MEOA completes a business combination.

Silicon Valley Technology Partners

In 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. 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 September 30, 2021.

Debt

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Debt Disclosure [Abstract]

Debt

7. 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. In August 2021, the February 3, 2021 PPP Funds were forgiven by the lender and the Company recorded a gain on extinguishment of debt which is included in interest income and other, net. At September 30, 2021 there was no outstanding balance on the February 3, 2021 PPP Funds.

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. At September 30, 2021, there was no outstanding balance on the OMM Note.

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 nine months ended September 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 nine months ended September 30, 2021, the Company issued 468,225 common shares in satisfaction of payment in full for the Convertible Promissory Note. At September 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 extinguishment of debt which is included in interest income and other, net. At September 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 September 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 December 2020, the Company had no outstanding convertible debt related to the March 23, 2020 subscription agreement.

Line of credit

The Company had 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 expired on August 31, 2021. At September 30, 2021, the Company had no outstanding balance on the line of credit.

7. Debt

On August 27, 2020, the Company entered into a settlement agreement with O’Melveny & Myers LLP (“OMM”) pursuant to which the Company issued to OMM a secured promissory note (the “OMM Note”) in the aggregate principal amount of $1.1 million in satisfaction of certain accounts payable owed to OMM, and is outstanding at December 31, 2020. The OMM Note bears interest at 1.68% per annum and matured on December 30, 2020. The Company’s obligations pursuant to the OMM Note are secured by substantially all of the Company’s assets. In 2020, the Company recorded a gain on forgiveness of liabilities in the amount of $594,000 which is included in other income.

On April 2, 2021, the Company and OMM entered into a Fee Agreement stating the OMM Note maturity date was extended to the earlier of (i) June 24, 2021, and (ii) the date that is five days following the first closing by the Company of its issuance and sale of debt or equity securities in a public offering or private placement transaction (such earlier date, the “Extension Date”). An extension fee in the amount of $118,000 is payable on or before the Extension Date and is included in accrued liabilities at December 31, 2020. If the OMM Note is not paid in full, including the extension fee, on the Extension Date an additional fee of $472,000 is due and payable on demand.

On July 28, 2020, the Company entered into a Securities Purchase Agreement with Oasis Capital (“Oasis”), a related party of the Company, pursuant to which the Company received $500,000 and issued to Oasis (i) an 8.0% original issue discount promissory note payable, with a six month term and aggregate principal amount of $615,000, and (ii) 90,000 common shares of the Company at $3.37 per share. A related party earned a fee of $40,000 for facilitating the transaction. At December 31, 2020, the Company had $304,000 outstanding, net of unamortized debt costs of $213,000 on the Oasis promissory note.

On March 10, 2021, the Company and Oasis Capital entered into an Exchange Agreement under which Oasis Capital surrendered the Oasis promissory note dated July 28, 2020 in exchange for a new convertible promissory note issued to Oasis Capital with (i) a principal amount of $796,159, (ii) interest rate of 8.0% per annum, (iii) a 12 month maturity date, and (iv) convertible into common shares of the Company (the “Conversion Shares”). The conversion price is 90% of the lowest volume weighted average price of the Company’s common shares during the 10 consecutive trading day period ending and including the trading day immediately preceding the delivery of the notice of conversion. The issuance of the Conversion Shares is subject to regulatory and NASDAQ approvals.

Subscription Agreements

On March 23, 2020, the Company entered into subscription agreements by and among the Company and the investors party thereto, including the Advisor, a related party, for the purchase and sale of 725 units (collectively, the “Units” and individually, a “Unit”) for aggregate gross proceeds of $725,000 (the “Offering”), with each Unit consisting of (a) a 6% convertible debenture in the principal amount of $1,000, which is convertible at $0.6495 per share into 1,540 common shares of the Company, and (b) a warrant to purchase 1,540 common shares of the Company exercisable at any time on or before the third year anniversary date at an exercise price of $0.60 per share. The warrant includes a provision restricting the warrant holder from exercising it if the aggregate number of common shares held by the warrant holder equals or exceeds 5.0% of the issued and outstanding shares of the Company, calculated on a partially converted basis (i.e., assuming the conversion of all rights to receive common shares of the Company held by the warrant holder).

In connection with the Offering and as compensation for the Advisor’s services, the Company issued to the Advisor convertible debentures equal to $58,000 and convertible into 89,320 common shares and with other terms also substantially the same as the investors. The Company received cash proceeds of $575,000 from the Offering, and a participant of the offering, a related party, paid directly $150,000 to a financial consultant for a prepayment of services to the Company. The Company used the remaining proceeds from the Offering for general corporate and working capital purposes.

During the year ended December 31, 2020, the Company converted all of the outstanding convertible debenture balance of $783,000, including the Advisor fee, and issued, in the aggregate, 1,205,820 common shares of the Company, of which $408,000 of convertible debenture was held by related parties, and they were issued in the aggregate 628,320 common shares.

PPP Funds

On April 9, 2020, the Company received loan proceeds in the amount of $667,400 (the “PPP Funds”) and entered into a loan agreement with Citizens National Bank of Texas pursuant to the CARES Act. The CARES Act was established in order to enable small businesses to pay employees during the economic slowdown caused by COVID-19 by providing forgivable loans to qualifying businesses for up to 2.5 times their average monthly payroll costs. The amount borrowed by the Company under the CARES Act is eligible to be forgiven provided that (a) the Company uses the PPP Funds during the eight to twenty-four week period after receipt thereof, and (b) the PPP Funds are only used to cover payroll costs (including benefits), and other allowed expenses. The amount of loan forgiveness will be reduced if, among other reasons, the Company does not maintain staffing or payroll levels. Principal and interest payments on any unforgiven portion of the PPP Funds (the “PPP Loan”) will be deferred for six months and accrue interest at a fixed annual rate of 1.0% and carry a two year maturity date.

On October 5, 2020, the Company submitted the PPP Loan forgiveness application, which is pending approval by the Lender. In accordance with the terms and conditions of the Flexibility Act, the Lender has 60 days from receipt of the completed application to issue a decision to the Small Business Administration (“SBA”). If the Lender determines that the borrower is entitled to forgiveness of some or all of the amount applied for under the statue and applicable regulations, the Lender must request payment from the SBA at the time the Lender issues its decision to the SBA. The SBA will, subject to any SBA review of the loan or loan application, remit the appropriate forgiveness amount to the Lender, plus any interest accrued through the date of payment, not later than 90 days after the Lender issues its decision to the SBA. Although the Company believes it is probable that the PPP Loan will be forgiven, the Company cannot currently provide any objective assurance that it will obtain forgiveness in whole or in part.

Line of credit

The Company has a line of credit agreement with a bank with a maximum borrowing limit, effective July 2, 2019, of $500,000. Borrowings under this agreement bear interest at an interest rate of 6.5% per annum. On March 17, 2021, the line of credit term was extended to August 31, 2021. Borrowings under the line of credit are secured by the inventory and accounts receivable balances of the Company. As of December 31, 2020, the outstanding balance was $406,000.

The line of credit agreement also contains customary insurance requirements, limits on cross collateralization and events of default, including, among other things, failure to make payments, insolvency or bankruptcy, business termination, merger or consolidation or acquisition without written consent, a material impairment of the Lender’s lien in the collateral or in the value of such collateral, or material adverse change to the business that would impair the loan.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
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-Paragraph 1B
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Section 50
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-Publisher FASB
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Fair Value Measurements

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

8. 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 consolidated financial instruments include cash equivalents, accounts receivable, notes receivable, investments, accounts payable, accrued liabilities 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 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		(84	)
Liability at September 30, 2021	$	5

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 combination.

3. Fair Value Measurements

The authoritative guidance for fair value measurements establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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

Our financial instruments include cash equivalents, accounts receivable, note receivable, accounts payable, accrued expenses, line of credit, debt, related party debt and preferred shares. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying amount of cash equivalents, accounts receivable, note receivable, accounts payable and accrued expenses are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. The carrying value of debt and related party debt approximates its fair value as the borrowing rates are substantially comparable to rates available for loans with similar terms. The Company estimates the fair value of the preferred shares utilizing Level 2 inputs, including market yields for similar instruments.

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

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

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

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

- Definition

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

+ References + Details

Preferred Shares

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Preferred Shares

Preferred Shares

9. Preferred Shares

Series G Preferred Shares

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 12, 2021, the Company entered into 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. 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.

During the nine months ended September 30, 2021, the Company has issued 3,272,728 common shares of the Company for the conversion of 9,000 Series G Preferred Shares. There are 1,000 Series G Preferred Shares outstanding at September 30, 2021.

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. Under the Westworld SPA, the Company agreed to obtain the consent of Westworld for any additional financings by the Company.

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 interest income and other, 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 or September 19, 2021.

During the nine months ended September 30, 2021, the Company has issued 2,456,918 common shares of the Company for the conversion of 3,000 Series E Preferred Shares. There are no Series E Preferred Shares outstanding at September 30, 2021.

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 nine months ended September 30, 2021 and 2020, the Company issued common shares of the Company of 909,000 and 785,000, respectively, for the conversion of 909,000 and 785,000, Series D Preferred Shares, respectively. There are no Series D Preferred Shares outstanding at September 30, 2021.

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. There are no Series C Preferred Shares outstanding at September 30, 2021.

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) were 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. In August 2021, all of the Series B Preferred Shares were converted and the Company issued 2,639,542 common shares of the Company, including 107,481 common shares for satisfaction of outstanding accrued Series B Preferred dividends. There are no Series B Preferred Shares outstanding at September 30, 2021.

As of September 30, 2021 and December 31, 2020, accrued liabilities included $0 and $71,000, respectively, for related party preferred shares dividends. For the nine months ended September 30, 2021 and 2020, there were related party preferred dividends of $329,000 and $0, respectively.

Management has determined that the conversion terms of the outstanding Series G Preferred Shares do not cause the preferred shares to be treated as liability instruments, and accordingly such preferred shares are presented as equity instruments.

8. Preferred Shares

Series E Preferred Shares

On September 17, 2020, the Company filed articles of amendment to create a fifth series of preferred shares, being, an unlimited number of Series E Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. The shareholder of the Series E Preferred Shares, may, at any time, convert all or any Series E Preferred Shares provided that the common shares issuable upon such conversion, together with all other common shares of the Company held by the shareholder in the aggregate, would not cause such shareholder’s ownership of the Company’s common shares to exceed 4.99% of the total number of outstanding common shares of the Company. This amount may be increased to 9.99% with 61 days’ notice to the Company.

Each Series E Preferred Share has a stated value of $1,000 and is convertible into the Company’s common shares at a conversion price equal to the lower of (i) 70% of the average of the three lowest volume weighted average prices of the common shares during the ten trading days immediately preceding, but not including, the conversion date and (ii) $2.00; however, in no event shall the conversion price be lower than $1.00 per share. The Series E Preferred Shares are non-voting and pay dividends at a rate of 8.0% per annum, payable quarterly.

On September 14, 2020, the Company entered into a Securities Purchase Agreement (“Westworld SPA”) with Westworld Financial Capital, LLC (“Westworld”), a beneficial owner, relating to the issuance and sale to the investor of 3,000 shares of the Company’s subsequently established Series E Preferred Shares in a private placement transaction for net proceeds of $2.7 million. On September 23, 2020, the Company entered into an amendment to the Westworld SPA. Under the amendment, Westworld and the Company agreed that to the extent Westworld converts any Series E Preferred Shares into common shares, such common shares shall be prohibited from being voted with respect to any proposal related to the transactions contemplated by the Westworld SPA, including any proposal seeking to obtain shareholder approval of the transactions contemplated by the Westworld SPA in accordance with Nasdaq rules. The Company paid a related party a business advisory fee of $240,000 related to this transaction.

On March 9, 2021, the Company and Westworld entered into an Amendment to the Westworld SPA and on March 23, 2021 the Company issued 250,000 common shares of the Company to Westworld for failure to file a timely registration statement required under the Westworld SPA. In addition, on March 9, 2021, the Company converted 300 Series E Preferred Shares and issued 197,798 common shares of the Company to Westworld.

Series D Preferred Shares

On May 6, 2020, the Company filed articles of amendment to create a fourth series of preferred shares, being, an unlimited number of Series D Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. The Series D Preferred Shares are convertible into our common shares, at a conversion price equal to $0.65, subject to certain anti-dilution adjustments. Each shareholder of the Series D Preferred Shares, may, at any time, convert all or any part of the Series D Preferred Shares provided that after such conversion the common shares

issuable, together with all the common shares held by the shareholder in the aggregate would not exceed 4.99% of the total number of outstanding common shares of the Company. This amount may be increased to 9.99% with 61 days’ notice to the Company.

On April 30, 2020, the Company entered into a Securities Purchase Agreement with two investors (the “Purchasers“) relating to the issuance and sale, in the aggregate, of 1,694,000 shares (the “Shares“) of the Company’s subsequently established Series D Preferred Shares, no par value and warrants to purchase up to 1,694,000 common shares of the Company in a private placement transaction, in exchange for the assignment to the Company by the investors two convertible notes receivable in the name of Rainmaker held by the investors in an aggregate amount of $1.1 million. The warrants are exercisable at an exercise price equal to $0.92 per common share, subject to adjustments as provided under the terms of the warrants, and are exercisable for a five year period. The warrants include a provision restricting the warrant holder from exercising it if the aggregate number of common shares held by the warrant holder equals or exceeds 5.0% of the issued and outstanding shares of the Company, calculated on a partially converted basis (i.e., assuming the conversion of all rights to receive common shares of the Company held by the warrant holder). The Series D Preferred Shares are convertible at the option of the holder, subject to certain conditions.

During the year ended December 31, 2020, the Company converted 785,000 shares of the Series D Preferred Shares and issued 785,000 common shares of the Company. As a result of the conversion, one of the Purchasers, Gora Consulting Corp. (“Gora”) is classified as a related party of the Company. Gora participated in the Securities Purchase Agreement by acquiring 847,000 Shares and warrants to purchase 847,000 common shares, in exchange for the assignment to the Company certain promissory notes receivable held by Gora in an aggregate amount of $550,000. During the year ended December 31, 2020, Gora converted 485,000 Series D Preferred Shares and was issued 485,000 common shares of the Company. In addition, on April 21, 2020, the sole owner of Gora entered into a share purchase agreement with an employee of the Company and acquired 211,745 common shares of the Company.

In the first quarter of 2021, the Company converted 895,000 Series D Preferred Shares and issued 895,000 common shares of the Company, which included Gora’s 348,000 Series D Preferred Shares and Gora was issued 348,000 common shares of the Company.

Series C Preferred Shares

On October 30, 2019, the directors of the Company passed a resolution authorizing the filing of articles of amendment to create a third series of preferred shares, being, an unlimited number of Series C Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. On November 6, 2019, the Company filed the Articles of Amendment to create the Series C Preferred Shares. Pursuant to the articles of amendment governing the rights and preferences of outstanding shares of Series C Preferred Shares, each preferred share are convertible into our common shares, at a conversion rate in effect on the date of conversion. Overland, a related party and the sole shareholder of the Series C Preferred Shares, agreed that it would not exercise its conversion right with respect to its Series C Preferred Shares until the earlier of (i) October 31, 2020 and (ii) such time that we file for bankruptcy or an involuntary petition for bankruptcy is filed against us (unless such petition is dismissed or discharged within 30 days) provided that after such conversion the common shares issuable, together with the aggregate common shares held by Overland would not exceed 19.9% of the total number of outstanding common shares of the Company. At December 31, 2020, the Company has issued and outstanding 1,600,000 Series C Preferred Shares of the Company valued at $1.00 per share.

On October 31, 2020, the Company received notification requesting conversion of the Series C Preferred Shares held by Overland. On March 3, 2021, the Company converted 1,600,000 Series C Preferred Shares and issued two investors in the aggregate 1,440,000 common shares; (i) SBC Investments Ltd. (“SBC”) was issued 720,000 common shares, which Kathryn Fell is sole owner of SBC and has voting power over these common shares; and (ii) Tyrell Global Acquisitions Inc. (“Tyrell”) was issued 720,000 common shares, which Gordon McWilliams is sole owner of Tyrell and has voting power over these common shares.

Series B Preferred Shares

In July 2019, the Company filed of articles of amendment to create a second series of preferred shares, being, an unlimited number of Series B Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. In July 2019, following the filing of the Articles of Amendment to create the Series B Preferred Shares, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with FBC Holdings to exchange 6,500,000 Series A Preferred Shares held by FBC Holdings for 6,500,000 Series B Preferred Shares. On July 14, 2020, the Company entered into a lock-up agreement (the “Lock-up Agreement”) with FBC Holdings with respect to the Series B Preferred Shares of the Company owned by FBC Holdings. Pursuant to the terms of the Lock-up Agreement, FBC Holdings has agreed that for the period of time between (a) July 14, 2020 and (b) the earlier to occur of (i) April 30, 2021 and (ii) the date that is 180 days after a Change of Control (as defined in the Lock-up Agreement), it will not without the prior written consent of the Company convert any of the Series B Preferred Shares into common shares of the Company.

The Series B Preferred Shares (i) are convertible into the Company’s common shares at a conversion rate equal to $1.00 per share, plus accrued and unpaid dividends, divided by an amount equal to 0.85 multiplied by a 15-day volume weighted average price per common share prior to the date the conversion notice is provided (the “Conversion Rate”), subject to a conversion price floor of $0.80, (ii) after November 13, 2020, fixed, preferential, cumulative cash dividends at the rate of 8.0% of the Series B Preferred Shares subscription price per year, and (iii) carry a liquidation preference equal to the subscription price per Series B Preferred Share plus any accrued and unpaid dividends.

In August 2019, the Company issued 343,778 Series B Preferred Shares with a fair value of $343,778 to FBC Holdings in satisfaction of accrued dividends at such date.

Management has determined that the conversion terms of the Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares do not cause the preferred shares to be treated as liability instruments, and accordingly such preferred shares are presented as equity instruments.

For the years ended December 31, 2020 and 2019, there was related party interest expense of $142,000 and $292,000, respectively, related to preferred shares dividends.

Share Capital

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Share Capital [Abstract]

Share Capital

10. Share Capital

In September 2021, the Company completed a registered direct offering of an aggregate of 22,600,000 common shares, no par value, of the Company, and warrants to purchase an aggregate of 11,299,000 common shares of the Company at a combined offering price of $8.50 per share. The warrants have an exercise price of $9.50 per share. Each warrant is exercisable for one common share and is immediately exercisable and will expire five years from the issuance date. A holder (together with its affiliates) may not exercise any portion of such holder’s warrants to the extent that the holder would own more than 4.99% of the Company’s outstanding common shares immediately after exercise, except that upon notice from the holder to the Company, the holder may decrease or increase the limitation of ownership of outstanding stock after exercising the holder’s warrants up to 9.99% of the number of common shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants, provided that any increase in such limitation shall not be effective until 61 days following notice to the Company. Net proceeds, after deducting placement agent’s fees, commissions and other offering expenses, were approximately $176.3 million. Maxim Group LLC (“Maxim”) acted as the sole placement agent in connection with the offering. The proceeds will be used, in part, towards the purchase of 60,000 crypto mining machines (“miners”).

In August 2021, the Company completed the purchase and sale of 2,488,530 units (collectively, the “Units” and individually, a “Unit”) at a combined offering price of $4.25 per Unit with each Unit consisting of (a) one common share of the Company, (b) a warrant to purchase one common share of the Company at an exercise price of $6.50 per share immediately exercisable and will expire three years from the issuance date (the “A Warrant”), and (c) a warrant to purchase one common share of the Company at an exercise price of $7.50 per share immediately exercisable and will expire three years from the issuance date (the “B Warrant”) (collectively the “August 2021 Warrants”). The August 2021 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 4.99% of the issued and outstanding shares of the Company, calculated on a partially converted basis (i.e., assuming the conversion of all rights to receive common shares of the Company held by the warrant holder). In addition, as an introduction fee, the Company issued to OTC Hospitality Group 106,958 A Warrants and 106,958 B Warrants, with the same terms as the August 2021 Warrants,

to purchase, in the aggregate, up to 213,916 common shares and paid to OTC Hospitality Group $456,000 in cash. Net proceeds were approximately $10.1 million. The Company intends to use the proceeds for general corporate and working capital purposes.

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 acted as the sole placement agent 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 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 nine months ended September 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 September 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.

Warrants

At September 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	31,000	March 23, 2023
April 2020	5	$	0.92	579,500	April 30, 2025
May 2021	5	$	1.375	224,000	May 27, 2026
July 2021	3	$	4.00	2,000,000	*
August 2021	3	$	6.50	2,595,488	August 25, 2024
August 2021	3	$	7.50	2,595,488	August 25, 2024
September 2021	5	$	9.50	11,299,999	September 8, 2026
				19,512,039

____________

* These warrants require shareholder approval to exercise, which has not occurred as of September 30, 2021, and expire on the third anniversary of the initial exercise date.

9. Share Capital

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

On April 24, 2020, the Company entered into a consulting agreement with ROK Consulting Inc. (“ROK”) to provide consulting services to the Company in the area of corporate finance, investor communications and financial and investor public relations (the “ROK Consulting Agreement”). As compensation for ROK’s services to be provided pursuant to the ROK Consulting Agreement, in addition to cash compensation, the Company agreed to issue to ROK 375,000 common shares of the Company. On June 19, 2020, the Company issued 150,000 common shares of the Company with a fair value of $360,000 to ROK per the terms of the ROK Consulting Agreement. On August 4, 2020, the Company issued 225,000 common shares of the Company with a fair value of $725,000 to ROK per the terms of the ROK Consulting Agreement.

In May 2020, the Company entered into an equity purchase agreement and registration rights agreement with Oasis Capital, LLC (“Oasis Capital”), to purchase from the Company up to $11.0 million worth of common shares of the Company. Under the purchase agreement, the Company has the right to sell up to $11.0 million of its common shares to Oasis Capital over a 36-month period, upon satisfaction of the conditions in the purchase agreement, including the effectiveness of a resale registration statement filed on Form S-1. The Company will control the timing and amount of any sales to Oasis Capital, and Oasis Capital is obligated to make purchases in accordance with the purchase agreement, upon certain terms and conditions being met. The purchase agreement, which contains a floor price of $1.58 per common share, allows the Company to fund its needs in a more expedient and cost-effective manner, on the pricing terms set forth in the purchase agreement. The equity line is designed to provide capital to the company as it is required. During the year ended December 31, 2020, the Company issued 200,000 common shares to Oasis Capital for gross proceeds of $389,000 under the terms and conditions of the equity purchase agreement. On October 26, 2020, the Company issued 30,000 unregistered common shares of the Company to Oasis Capital in exchange for a waiver from Oasis Capital of its prepayment right under the Oasis promissory note as a result of the Series E Preferred Shares transaction. Subsequent to December 31, 2020, the Company has issued 315,000 common shares to Oasis Capital for gross proceeds of $720,000 under the terms and conditions of the Oasis Capital equity purchase agreement.

In October 2019, the Company entered into a subscription agreement and issued 149,500 common shares of the Company at $1.19 per share to a vendor in exchange for the satisfaction of certain accounts payable. The aggregate amount of the obligations shall be reduced by the cash proceeds actually received by the vendor from the sale of the shares by the vendor.

In October 2019, the Company entered into a related party subscription agreement and issued 330,000 common shares of the Company at $1.07 per share to a vendor in exchange for the satisfaction of certain accounts payable. The aggregate amount of the obligations shall be reduced by the cash proceeds actually received by the vendor from the sale of the shares by the vendor.

In August 2019, the Company entered into a purchase agreement for a private placement to issue 251,823 common shares of the Company, of which 175,765 common shares have been issued, at a purchase price of $1.29 per share for gross proceeds received of $325,000. The Company used the proceeds from the offering for general corporate and working capital purposes.

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

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

Date issued	Contractual life (years)	Exercise price per share		Number outstanding		Expiration
March 2016	5	$	500.00	150		March 4, 2021
August 2017	5	$	42.00	37,500		August 11, 2022
August 2017	5	$	42.00	11,876		August 16, 2022
August 2017	5	$	42.00	25,625		August 22, 2022
April 2018	5	$	5.60	111,563		April 17, 2023
March 2020	3	$	0.60	905,820		March 23, 2023
April 2020	5	$	0.92	1,694,000		April 30, 2025
				2,786,534	(1)

____________

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

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

Equity Incentive Plans

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

Equity Incentive Plans

11. Equity Incentive Plans

Restricted Stock Awards

During the nine months ended September 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 nine months ended September 30, 2021 and 2020, the Company granted fully vested RSAs of 301,880 and 400,841, respectively, with a fair value of $1.4 million and $771,000, respectively.

Share-Based Compensation Expense

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

	Nine Months Ended September 30,
	2021		2020
Sales and marketing	$	130	$	2
Research and development		—		3
General and administrative		169		—
Total share-based compensation expense	$	299	$	5

As of September 30, 2021, there was $53,000 unrecognized compensation expense related to unvested equity-based compensation awards, and is expected to be recognized over a weighted average period of three months.

10. Equity Incentive Plans

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

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

Stock Options

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

Option activity is summarized below:

	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value
Options outstanding at January 1, 2019	20,050		$	199.06
Granted	—		$	—
Exercised	—		$	—
Forfeited	(17,450	)	$	160.93
Options outstanding at December 31, 2019	2,600		$	781.19
Granted	130,000		$	2.52
Exercised	(30,000	)	$	2.52
Forfeited	(1,425	)	$	995.07
Options outstanding at December 31, 2020	101,175		$	8.94	5.4	$	—
Vested and expected to vest at December 31, 2020	101,175		$	8.94	5.4	$	—
Exercisable at December 31, 2020	101,175		$	8.94	5.4	$	—

Restricted Stock Units

The following table summarizes information about RSU activity:

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

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

Outside of 2015 Equity Incentive Plan

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

Restricted Stock Awards

During 2020 and 2019, the Company granted restricted stock awards (“RSA”) to certain employees, directors and consultants in lieu of cash payment for services performed. The estimated fair value of the RSAs was based on the market value of the Company’s common shares on the date of grant. The RSAs were fully vested on the date of grant. The fair value of the RSAs vested during the years ended December 31, 2020 and 2019 was approximately $0.8 million and $0.2 million, respectively.

The following table summarizes information about RSA activity:

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

Share-Based Compensation Expense

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

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

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

Net Loss Per Share

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Earnings Per Share [Abstract]

Net Loss per Share

12. 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:

	Nine Months Ended September 30,
	2021	2020
Preferred shares issued and outstanding	1,000	9,355,778
Common share purchase warrants	19,512,039	2,901,182
Options and RSUs outstanding	71,728	101,175

11. Net Loss per Share

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

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

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

Related Party Transactions	9 Months Ended	12 Months Ended
Related Party Transactions	Sep. 30, 2021	Dec. 31, 2020
Related Party Transactions [Line Items]
Related Party Transactions	13. 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 September 30, 2021 and December 31, 2020, other current assets included nil and $115,000, respectively, for prepayment of services under the TSA. Overland is no longer a related party of the Company. Net expense incurred by the Company related to the TSA was minimal during 2021. Net expense incurred by the Company related to such agreement was approximately $74,000 and $261,000 during the three and nine months ended September 30, 2020. As of September 30, 2021 and December 31, 2020, accrued liabilities included nil and $247,000, respectively, for related party business advisory service fees.	13. Related Party Transactions In February 2020, the Company entered into a business advisory agreement (the “Torrington Advisory Agreement”) with Torrington. Under the Torrington Advisory Agreement, Torrington is to receive certain consideration in the event the Company enters into a business combination. In September 2020, the Company and Torrington entered into Amendment No. 1 to the Business Advisory Agreement (the “Torrington Amendment”). Under the Torrington Amendment, the parties agreed that if the Company closed on its merger with Rainmaker pursuant to the Agreement and Plan of Merger, dated July 14, 2020, Torrington shall receive 1,800,000 common shares of the Company as compensation under the Torrington Advisory Agreement, subject to regulatory and NASDAQ approvals. On February 12, 2021, the Rainmaker Merger Agreement was terminated as the Company was unable to obtain all necessary regulatory approvals relating to the proposed transaction prior to the agreed date of January 31, 2021. 1542082 Ontario Limited (“1542082 Ontario”), an investor participating in the March 23, 2020 offering, held enough common shares of the Company be classified as a related party. 1542082 Ontario acquired 231,000 common shares of the Company in the March 23, 2020 offering. In March 2020, 1542082 Ontario, paid on the Company’s behalf $150,000 directly to a business advisor for a prepayment of future services to the Company. In October 2019, the Company entered into a conversion agreement by and among the Company, HVE and Overland under which Overland agreed to convert the following debt, accrued payables and prepayment of future goods and services into 1,600,000 Series C Preferred Shares of the Company valued at $1.00 per share: (i) principal and accrued interest of $520,000 under the Secured Promissory Note dated November 13, 2018 by and among the Company, HVE and Overland; (ii) accrued fees of $632,000 under the TSA dated November 13, 2018 by and among the Company and Overland; and (iii) prepayment of $448,000 for future goods and services under the TSA. In November 2018, the Company entered into a TSA to facilitate an orderly transition process for the divestiture of Overland. The TSA has terms ranging from up to 24 months depending on the service. As of December 31, 2020, the TSA has a remaining prepaid balance of $115,000. Net expense incurred by the Company related to the TSA was approximately $230,000 and $525,000 for the years ended December 31, 2020 and 2019, respectively, and was included in continuing operations. In August 2019, the Company entered into agreements with certain executives of the Company and the Company’s Board of Directors to extinguish certain accrued liabilities. The Company wrote off $1.7 million of outstanding liabilities and recorded a gain on forgiveness of liabilities, which is included in other income (expense), net. As of December 31, 2020 and 2019, accounts payable and accrued liabilities included $247,000 and $207,000, respectively, due to related parties.
Gryphon Digital Mining, Inc. [Member]
Related Party Transactions [Line Items]
Related Party Transactions	NOTE 9 — RELATED PARTY TRANSACTIONS During the nine months ended September 30, 2021, the Company had transactions with DecentraNet, LLC (“DecentraNet”), a company which is 48% owned by a party related to the Company’s Chairperson. Transactions with DecentraNet are summarized as follows: On February 9, 2021 the Company granted 62,340 restricted common stock awards amounting to $150,000 to DecentraNet as payment for advisory services. See Note 8 — Stockholders’ Equity for more information. On March 16, 2021, the Company had a private placement and issued 16,667 shares of common stock to DecentraNet at $2.40 per share totaling $40,000 and paid $64,000 in cash for advisory services provided. On March 26, 2021, the Company and DecentraNet entered into a cancellation and exchange agreement to cancel 16,667 shares of the Company’s common stock in exchange for the issuance of 16,667 shares of the Company’s series seed preferred stock.

Commitments and Contingencies

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Commitments and Contingencies [Line Items]

Commitments and Contingencies

14. Commitments and Contingencies

BitFuFu Machine Purchase Agreement

In July 2021, the Company entered into an agreement with FuFu Technology Limited (“BitFuFu”), subsequently amended in September 2021, for the purchase of cryptocurrency mining hardware and other equipment to the Company. The Company has committed to purchase 60,000 machines for an aggregate value of $305.7 million through December 2022. In September 2021, the Company paid an $85.0 million down payment to BitFuFu for prepayment towards the machines to begin delivery in November 2021. The down payment and payment of total purchase price are not refundable, save as otherwise mutually agreed by the Parties. The remaining $220.7 million is payable over the next 12 months.

Majestic Dragon Financial Services

In July 2021, the Company retained, Majestic Dragon Financial Services Ltd. (“Majestic Dragon”), to provide consulting and advisory services to the Company commencing on the closing of the Hertford Agreement, dated as of July 31, 2021, for a term ending on the date on which Majestic Dragon and its affiliates or any funds managed by Majestic Dragon cease to own, directly or indirectly, any equity interests of the Company. The Company will pay Majestic Dragon (i) 3.0% of the Hertford Agreement transaction, paid in common shares, which amount shall be paid concurrently with any payment made to Hertford for the placement of the assets to the Company from Hertford pursuant to the terms of the Hertford Agreement, and (ii) 100 Bitcoin per year for a period of two years, payable from the first coin mined in the corresponding year.

In August 2021, the Company issued 135,000 common shares with a fair value of a $456,000 under the Majestic Dragon agreement for a finders fee related to the Hertford Agreement and is included in general and administrative expense in the consolidated statements of operations.

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 September 30, 2021, the Company had no outstanding standby letters of credit.

Warranty and Extended Warranty

The Company had $75,000 and $154,000 in deferred costs included in other current and non-current assets related to deferred service revenue at September 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		(663	)
Change in liability for warranties issued during the period		349
Change in liability for pre-existing warranties		—
Liability at September 30, 2021	$	425
Current liability		331
Non-current liability		94
Liability at September 30, 2021	$	425

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 against 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 The parties are scheduled to participate in a mediation in mid-December to attempt to amicably resolve their respective claims against each other.

14. Commitments and Contingencies

Leases

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

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

Letters of credit

During the ordinary course of business, the Company provides standby letters of credit to third parties as required for certain transactions initiated by the Company. As of December 31, 2020, the Company’s had no outstanding standby letters of credit.

Warranty and Extended Warranty

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

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

Litigation

In January 2018, Mr. Vito Lupis filed a statement of claim in the Ontario Court of Justice alleging, among other things, breach of contracts, deceit and negligence against Mr. Giovanni J. Morelli, a former officer of the Company, and vicarious liability against the Company, in connection with stock purchase agreements and other related agreements that would have been entered into between Mr. Lupis and the Company in 2012. In March 2019, the Company and Mr. Lupis entered into a settlement agreement pursuant to which the Company has agreed to pay Mr. Lupis certain consideration, which is included in general and administrative expense, in exchange for a dismissal of the action. At December 31, 2020, the Company has a judgment against it for the outstanding balance of the settlement. In March 2021, the Company paid the outstanding balance of the settlement in exchange for a release of all claims.

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

to require that the proceeds of the transaction be placed in escrow until the V3 litigation is resolved. The California Complaint also asserts a claim against the Company’s former CEO for breach of fiduciary duty, and a claim against the Cyrus Group for aiding and abetting breach of fiduciary duty. On July 25, 2018, we filed a motion seeking to dismiss all of the claims asserted against the Company and its former CEO. On the same day, the Cyrus Group filed a motion seeking to dismiss all claims asserted against the Cyrus Group. The UD Trust voluntarily dismissed this case without prejudice on February 5, 2020.

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

Gryphon Digital Mining, Inc. [Member]

Commitments and Contingencies [Line Items]

Commitments and Contingencies

NOTE 7 — COMMITMENTS AND CONTIGENCIES

Commitments

Consulting Agreements

On January 14, 2021, the Company entered into a consulting agreement (“Consulting Agreement”) with Chang Advisory Inc. for Robby Chang (“Consultant”), to serve as the Company’s Chief Executive Officer and as a member of the Board of Directors. The Consulting agreement will continue until terminated by either the Consultant or The Company. The Consultant will be paid $175,000 (Canadian dollars) per year and shall increase to approximately $300,000 (Canadian dollars) upon the closing of either i) an equity financing totaling at least $5,000,000 (Canadian dollars); or (ii) a debt and equity financing totaling at least $10,000,000 (Canadian dollars) (either (i) or (ii) being a “Qualifying Financing”). If a Qualifying Financing occurs within 90 days from the Effective Date, then the invoicing exception for the first ninety days shall no longer apply and the Consultant shall be entitled to immediately invoice for all completed 30-day periods up to the date of the Qualifying Financing. Upon the closing of the private placement offering on March 16, 2021, the Company meet the criteria for a Qualified Offering; therefore, the consulting compensation increased to $300,000 annually.

The Compensation Committee shall review Consultant’s Annual Fee not less frequently than on each December 31st during the Engagement Term. Consultant will be eligible for periodic increases in the Annual Fee under the Company’s normal policies and procedures for executive salary increases which currently provides for annual reviews of executive salaries. Consultant’s Annual Fee for any year may not be reduced below the Consultant’s Annual Fee for the prior year without the written consent of both Consultant and the Company.

On May 12, 2021, the Company entered into a director agreement with one of its directors. As part of the agreement, the director agree to accept a fee of $200,000 per year, which will be paid in monthly installments. Also, the Company agreed to repurchase, for $1,000, 300,000 shares of the Company’s common stock owned by the director.

In July 2021, the Company executed a consulting agreement for the counter party to act as the chief technology advisor for the Company. As compensation for the advisory services the counter party will receive 177,380 shares of the Company’s common stock for a total value of $3,000,000. The shares were issued as of the effective date, but vest in 25% increments, with the first tranche of shares vesting on September 30, 2021 and then every three months

thereafter until all shares are vested. Upon an initial public offering or a change in control of the Company, all of the unvested shares, at the time of the event, will vest immediately. The change of control provision shall not be applied to the Merger Agreement, as disclosed in Note 1.

On August 19, 2021, the Company entered into a Master Services Agreement with Sphere 3D, whereby the Company shall be Sphere 3D’s exclusive provider of any and all management services for all blockchain and cryptocurrency-related operations including but not limited to services relating to all mining equipment owned, purchased, leased, operated, or otherwise controlled by Customer and/or its subsidiaries and/or affiliates at any location for a period of three years, with automatic renewal for consecutive one year terms thereafter. As consideration for the Services, the Company shall receive the equivalent of twenty-two- and one-half percent (22.5%) of the Net Operating Profit of all of Sphere 3D’s blockchain and cryptocurrency-related operations. Net Operating Profit shall be defined as the value of digital assets mined using Customer’s mining equipment as of 11:59 pm Eastern Time on the date of mining based upon the price of such digital asset quoted on Coinbase minus the cost of electricity and profit-share paid to hosts.

Bitmain Miner Purchase Agreement

On April 14, 2021, the Company entered into an agreement to purchase bitcoin mining equipment (“Purchase Agreement”) with Bitmain Technologies Limited (“Bitmain”). The Purchase Agreement is for the purchase of 7,200 machines for approximately $44,109,000, which will be delivered 600 machines each month starting in August 2021 through July of 2022. As of September 30, 2021, the Company had received 596 machines with contract value of approximately $3,656,000. As of September 30, 2021, the Company paid approximately $28,038,000 in deposits. The remaining payments as of September 30, 2021 are scheduled, as follows:

Month	Amount
October 2021		3,303,000
November 2021		3,091,000
December 2021		3,134,000
January 2022		2,590,000
February 2022		1,361,000
March 2022		1,212,000
April 2022		1,204,000
May 2022		1,195,000
Total	$	17,090,000

Pursuant to the Company’s agreements with Bitmain, the Company is responsible for all shipping charges incurred in connection with the delivery of the miners.

Coinmint Co-location Mining Services Agreement

On July 1, 2021, the Company entered into an agreement with Coinmint, (the “Coinmint Agreement”), pursuant to which Coinmint agreed to provide up to approximately 22.0 MW of power and to perform all maintenance necessary to operate Company’s miners at the Coinmint facility. In exchange, Coinmint is reimbursed for direct production expenses and receives a performance fee based on the net cryptocurrencies generated by the Company’s miners deployed at the Coinmint facility. The initial term of the Coinmint Agreement is fifteen months with automatic renewals for subsequent three (3) month terms until and unless terminated as provided in the agreement.

The Company determined the agreement with Coinmint does not meet the definition of a lease in accordance with Accounting Standards Codification (“ASC”) 842, Leases.

Core Scientific Co-location Mining Service Agreement

On September 12, 2021, the Company entered into an agreement with Core Scientific, Inc. (“Core”) (the “Core Agreement”) pursuant which Core agreed to provide the power to operate the Company’s miners and to provide all services required to maintain and operate the Company’s miners for a set fee for each KWh used by the Company’s miners. The term of the Core Agreement is forty-eight months with automatic renewals for subsequent twelve-month periods.

The Company determined the agreement with Core does not meet the definition of a lease in accordance with Accounting Standards Codification (“ASC”) 842, Leases.

On August 19, 2021, Gryphon entered into a Master Services Agreement, or the Sphere MSA, with Sphere 3D. The Sphere 3D MSA has a term of three years, beginning on August 19, 2021 and terminating on August 18, 2024, with one-year automatic renewal terms thereafter. Under the Sphere MSA, Gryphon is Sphere 3D’s exclusive provider of management services for all blockchain and cryptocurrency-related operations including but not limited to services relating to all mining equipment owned, purchased, leased, operated, or otherwise controlled by Sphere 3D and/or its subsidiaries and/or its affiliates at any location, with Gryphon receiving a percentage of the net operating profit of all of Sphere 3D’s blockchain and cryptocurrency-related operations. As of September 30, 2021, Sphere 3D had no mining equipment in service.

Contingencies

The Company is subject at times to various claims, lawsuits and governmental proceedings relating to the Company’s business and transactions arising in the ordinary course of business. The Company cannot predict the final outcome of such proceedings. Where appropriate, the Company vigorously defends such claims, lawsuits and proceedings. Some of these claims, lawsuits and proceedings seek damages, including, consequential, exemplary or punitive damages, in amounts that could, if awarded, be significant. Certain of the claims, lawsuits and proceedings arising in ordinary course of business are covered by the Company’s insurance program. The Company maintains property and various types of liability insurance in an effort to protect the Company from such claims. In terms of any matters where there is no insurance coverage available to the Company, or where coverage is available and the Company maintains a retention or deductible associated with such insurance, the Company may establish an accrual for such loss, retention or deductible based on current available information. In accordance with accounting guidance, if it is probable that an asset has been impaired or a liability has been incurred as of the date of the financial statements, and the amount of loss is reasonably estimable, then an accrual for the cost to resolve or settle these claims is recorded by the Company in the accompanying consolidated balance sheets. If it is reasonably possible that an asset may be impaired as of the date of the financial statement, then the Company discloses the range of possible loss. Expenses related to the defense of such claims are recorded by the Company as incurred and included in the accompanying consolidated statements of operations. Management, with the assistance of outside counsel, may from time to time adjust such accruals according to new developments in the matter, court rulings, or changes in the strategy affecting the Company’s defense of such matters. On the basis of current information, the Company does not believe there is a reasonable possibility that, other than with regard to the Class Action described below, any material loss, if any, will result from any claims, lawsuits and proceedings to which the Company is subject to either individually, or in the aggregate.

Subsequent Events

2 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Dec. 31, 2020

Subsequent Events [Line Items]

Subsequent Events

15. Subsequent Events

On October 1, 2021, the Company filed articles of amendment to create a series of preferred shares, being, an unlimited number of Series H Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. Each shareholder of the Series H Preferred Shares, may, subject to prior shareholder approval, convert all or any part of the Series H Preferred Shares provided that after such conversion the common shares issuable, together with all the common shares held by the shareholder in the aggregate would not exceed 9.99% of the total number of outstanding common shares of the Company.

Each Series H Preferred Share has a stated value of $1,000 and is convertible into the Company’s common shares at a conversion rate equal to one Series H Preferred Share for 1,000 common shares of the Company. The Series H Preferred Shares are non-voting and do not accrue dividends.

In connection with the Hertford Agreement the Company entered into in July 2021, on October 1, 2021, the Company issued 96,000 Series H Preferred Shares to Hertford. The issuance of the Series H Preferred Shares was triggered by the Company’s $85.0 million deposit made to BitFuFu for cryptocurrency mining hardware and other equipment. The Company has committed to additional issuances of Series H Preferred Shares to Hertford upon execution of new cryptocurrency mining hardware equipment contracts as defined in the Hertford Agreement.

On October 1, 2021, the Company issued 2,880,000 common shares with a fair value of $17.2 million for a fee incurred under the July 31, 2021 Majestic Dragon agreement related to the Series H Preferred Shares issued to Hertford on October 1, 2021.

On October 1, 2021, in consideration for Westworld waiving its rights to consent to any and all past, present and future additional financings by the Company, the parties entered into a second amendment to the Westworld SPA under which the Company issued to Westworld, 850,000 warrants to purchase common shares of the Company, which such warrants have a term of three years, and an exercise price of $6.00 per share.

On October 5, 2021, the Company issued 579,500 common shares for the exercise of certain outstanding warrants and received proceeds of $533,000.

On October 5, 2021, the holder of the Company’s Series G Preferred Shares converted 1,000 Series G shares for 363,636 common shares. There are no Series G Preferred Shares outstanding following this conversion.

On October 5, 2021, the Company entered into s Sub-License and Delegation Agreement (“Hosting Sub-Lease”) by and between Gryphon and the Company, which assigned to the Company certain Master Services Agreement, dated as of September 12, 2021 (the “MSA”), by and between Core Scientific, and Gryphon and Master Services Agreement Order #2 (“Order 2”). The agreement allows for approximately 230 MW of carbon neutral bitcoin mining hosting capacity to be managed by Core Scientific as hosting partner. The agreement features the installation of digital asset miners at Core Scientific’s net carbon neutral blockchain data centers over the course of 14 months. As part of the

agreement, Core Scientific will provide digital mining fleet management and monitoring solution, Minder™, data analytics, alerting, monitoring, and miner management services. On October 8, 2021, the Company paid $16.3 million to Gryphon for Order 2. The remaining commitment of $35.0 million is to be paid over the next 14 months.

The Hosting Sub-Lease shall automatically terminate upon the termination of the MSA and/or Order 2 in accordance with their respective terms. In addition, upon any termination of the Gryphon Merger Agreement by Sphere, Gryphon shall have the right, in its sole discretion, to terminate this MSA in its entirety (including the Hosting Sub-Lease) upon not less than 180 calendar days’ written notice to Sphere.

On October 14, 2021, the Company purchased 1,500,000 shares of common stock of Filecoiner at a price equal to $4.00 per share.

On October 14, 2021, the Company and Filecoiner, Inc. (“Filecoiner”) entered into an acquisition agreement under which Sphere’s wholly-owned subsidiary HVE sold the assets, including intellectual property, associated with Sphere’s Snap product line to Filecoiner, in exchange for 1,000 shares of Series B preferred stock of Filecoiner (“Filecoiner Series B Preferred Stock”) with an aggregate stated value equal to $8.0 million. The preferred shares have a liquidation preference of $1,000 per share, do not accrue dividends nor have voting rights. Filecoiner will use 1.5% of its annual gross revenue to redeem any outstanding shares of Filecoiner Series B Preferred Stock. This amount will be paid to the holder of the Filecoiner Series B Preferred Stock within 15 days of the completion of Filecoiner’s audited financial statements During any 12-calendar month period, 25% of the shares of Series B Preferred Stock shall be convertible at the option of the holder thereof at any time into a number of shares of common stock determined by dividing (i) the original issue price by (ii) the conversion price then in effect. The initial conversion price for the Series B Preferred Stock shall be equal to $8.00 per share. The conversion price from time to time in effect is subject to adjustment as hereinafter provided in the Filecoiner acquisition agreement. The Company is performing the operating duties for the Snap product line on behalf of Filecoiner. The Company expects to continue to provide this service for a period time and is in process of finalizing a transition services agreement.

16. Subsequent Events

PPP Funds

On February 3, 2021, the Company received additional PPP Funds in the amount of $447,400 and entered into a loan agreement with Citizens National Bank of Texas pursuant to the CARES Act. The amount borrowed by the Company under the CARES Act is eligible to be forgiven provided that (a) the Company uses the PPP Funds during the eight to twenty-four week period after receipt thereof, and (b) the PPP Funds are only used to cover payroll costs (including benefits), and other allowed expenses. The amount of loan forgiveness will be reduced if, among other reasons, the Company does not maintain staffing or payroll levels. Principal and interest payments on any unforgiven portion of the PPP Loan will be deferred for 16-months, accrue interest at a fixed annual rate of 1.0% and carry a five-year maturity date.

Nasdaq Listing

On February 17, 2021, the Company was notified by Nasdaq that the Nasdaq Listing Qualifications Staff issued a public letter of reprimand to the Company based upon the Company’s failure to comply with the Listing Rule 5620(c) (the “Quorum Rule”) during the period of time that it was no longer a foreign private issuer and could not rely on home country practice in the alternative to the Quorum Rule. The Company’s By-laws required a quorum of at least 25%, instead of the 33⅓% threshold required for a domestic issuer by the Quorum Rule. This oversight and rule violation was caused by the fact that the Company no longer qualified as a foreign private issuer during 2020 and 2019. On January 1, 2021, the Company once again qualified as a foreign private issuer, and therefore the Company once again intends to rely on home country practice in lieu of the Quorum Rule.

RSA Grants

In February 2021, the Company issued restricted stock awards for payment to certain vendors for product and services previously received and issued 101,880 common shares of the Company for a value of $279,000.

Gryphon Digital Mining, Inc. [Member]

Subsequent Events [Line Items]

Subsequent Events

NOTE 3 — SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements are available to be issued. The Management of the Company determined the following reportable non-adjusting events:

$300,000 (Canadian dollars) upon the closing of either i) an equity financing totaling at least $5,000,000 (Canadian dollars); or (ii) a debt and equity financing totaling at least $10,000,000 (Canadian dollars) (either (i) or (ii) being a “Qualifying Financing”). If a Qualifying Financing occurs within 90 days from the Effective Date, then the invoicing exception for the first ninety days shall no longer apply and the Consultant shall be entitled to immediately invoice for all completed 30 day periods up to the date of the Qualifying Financing.

On February 2, 2021, the Company amended its articles of incorporation to change its name from Ivy Crypto, Inc. to Gryphon Digital Mining, Inc. Also, authorizing the total number of common stock to be 100,000,000 with a par value of $0.0001 per share and total number of preferred stock to be 1,000,000 shares, with a par value of $0.0001, designated as blank check preferred stock.

On February 2, 2021, shareholders owning 9,550,000 shares agreed to contribute an additional $0.002 per share for a total additional capital contribution of approximately $19,000. The Company agreed to issue an additional 2,757,500 shares of the Company’s common stock, to individuals considered to be key to the creation of the future business plan and operation of the Company. In addition, the Company agreed to issue 134,924 shares of the Company’s common stock to unrelated third parties for cash of $540.

On February 2, 2021, an original shareholder transferred 1,000,000 shares to a board member.

On February 10, 2021, the Company entered into an agreement with an entity to serve as advisor to the Company for a period of two years. As compensation for the services, the individual was granted 62,340 shares of the Company’s common stock to vest monthly over a period of 24 months. In addition to the stock grant, the advisor shall be granted a percentage of gross revenues for any business partnership brought to the Company by the advisor. The Commission percentage shall be 5% for year one gross revenues and 3% for year two gross revenues, after which no further commissions shall be owed. Where Company is raising equity offering a utility token and has an opinion letter from an AmLaw100 firm or SEC no action letter confirming this; or where Advisors team may act as Tier 1 or Tier 2 finders under guidance, advisor or it’s team may obtain referral-based cash compensation for funds raised through its network equal to 5% of funds raised. Should the total equity raised via advisor’s network exceed $5,000,000, advisor will be entitled to a success fee equal to 2% of the Company’s total equity. Should the total equity raised via advisor’s network exceed $10,000,000, advisor will be entitled to an additional success fee equal to 3% of the Company’s total equity, bringing the total success fee to 5% of the Company’s total equity.

On February 17, 2021, the Company issued a letter of intent with an entity (“Host”) to host the cryptocurrency mining operations of the Company on terms and conditions agreed by both parties. The Host is required to provide property with 30 MW energy capacity and 25% of construction cost to build infrastructure to launce Bitcoin mining hardware while the Company will provide mining hardware with a total consumption of 30 MW, all power supply units of the mining hardware and 75% of construction cost to build the infrastructure.

On March 10, 2021, the Company entered into an agreement with an individual to serve as advisor to the Company for a period of two years. As compensation for the services, the individual was granted 92,000 shares of the Company’s common stock to vest monthly over a period of 24 months.

On March 16, 2021, the Company closed a private placement offering with certain accredited investors (“Investors”) for the sale of 5,913,510 shares of the Company’s common stock at $2.40 per share for total proceeds of approximately $14,192,000.

On March 18, 2021, the Company entered into an agreement with a leading investment bank to act as its sole placement agent to issue and sell up to $50,000,000 of its convertible preferred equity securities (or such other securities as may be determined, including common stock, equity-linked securities, convertible debt, subordinated debt, senior debt, or other securities) in a transaction exempt from the registration requirements of the U.S. Securities Act of 1933, as Amended.

On March 19, 2021, the Board of Directors appointed Bruce Aust as Independent Board Member.

On March 21, 2021, the Company entered into an independent director agreement with an individual. The individual will serve as directors of the Company for an initial one-year period. As compensation, the director was granted 75,000 shares of the Company’s common stock to vest over 18 months in four equal installments of 18,750 shares, starting on April 1, 2021.

On March 22, 2021, the Company filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to approve the designation of 6,000,000 shares of Series Seed Preferred Stock.

On March 24, 2021, the Company filed a Certificate of Amendment in relation to Amendment and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of undesignated preferred stock from 1,000,000 to 20,000,000 shares with a par value of $0.0001.

On March 24, 2021, the Company filed a Certificate of Designation with the Secretary of the State of Delaware to create out of the total authorized and unissued shares of preferred stocks a series of preferred stocks constituting 6,000,000 shares designated as the series seed preferred stock. Each share from this series shall be convertible any time, at the option of holder, and without the payment into such number of fully paid and nonassessable shares of common stock as is determined by dividing the original issue price for such series of preferred stock by the conversion price for such series of preferred stock at the time of conversion. The initial conversion price is the original issue price of $2.40. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or any deemed liquidation event, before any payment shall be made to the holders of common stock by reason of their ownership, the holder of shares of preferred stock then outstanding shall be entitled to be paid out of the funds and assets available for distribution to its stockholders, an amount per share equal to or the greater of (a) the Original Issue Price for such share of preferred stock, plus any dividends declared but unpaid thereon, or (b) such amount per share as would have been payable had all shares of preferred stock been converted into common stock prior to liquidation.

On March 24, 2021, the Company entered into an exchange agreement with the Investors from the March 16, 2021 common stock private placement. The investors agreed to exchange one share of the Company’s common stock for one share of the Company’s series seed preferred stock. The Company exchanged 5,011,772 of the common stock issue to the investor for 5,011,772 shares of the series seed preferred stock.

On March 25, 2021, Dan Tolhurst, the President and member of our Board of Directors, resigned as a director of the Company. There were no changes on his ownership after his resignation.

On March 26, 2021, the Company and certain accredited investors from the March 16, 2021 private placement offering entered into a cancellation and exchange agreement to cancel 5,005,469 shares of the Company’s common stock in exchange for the issuance of 5,005,469 shares of the Company’s series seed preferred stocks.

On April 14, 2021, the Company entered into an agreement to purchase bitcoin mining equipment (“Purchase Agreement”). The Purchase Agreement is for the purchase of approximately $51,000,000 for 7,200 machines, which will be delivered 600 machines each month starting in August 2021 through July of 2022. On the execution of the Purchase Agreement, the Company made a payment of $12,000,000 with schedule payments, as follows:

Month	Amount
May 2021	$	8,000,000
June 2021		4,000,000
July 2021		4,000,000
August 2021		3,000,000
September 2021		3,000,000
October 2021		3,000,000
October 22021		3,000,000
December 2021		3,000,000
January 2022		3,000,000
February 2022		2,000,000
March 2022		1,000,000
April 2022		1,000,000
May 2022		1,000,000
	$	39,000,000

NOTE 10 — SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the interim condensed financial statements are available to be issued. The Management of the Company determined the following reportable non-adjusting events:

Payments Under the Bitmain Miner Purchase Agreement

Subsequent to September 30, 2021, the Company made the scheduled payments under the bitcoin mining equipment agreement, for October, November and December 2021, of $3,303,000, $3,091,000 and $3,134,000, respectively. Also, in October, November and December 2021, the Company received 600, 600 and 800, respectively, bitcoin mining machines.

Sub-License and Delegation Agreement

On October 8, 2021, the Company entered into a Sub-License and Delegation Agreement (“SL&DA”) with Sphere 3D, whereby the Company (i) exclusively sub-licensed to Sphere its rights to access and use the Company Facility pursuant to Order 2 and (ii) delegated to Sphere all of its obligations to make payments to Core pursuant to Order 2. Sphere accepted such sub-license and delegation in all respects. Per the SL&DA, Sphere sent $16,308,665 to the Company, which was subsequently sent to Core as part of the prepayments outlined in Order 2.

On December 29, 2021, the Company and Sphere 3D, agreed to amend the SL&DA to provide the Company the right to recapture the usage of up to 50% of the hosting capacity to be managed by Core if the Merger Agreement is terminated prior to consummation of the Merger.

Issuance of shares of common stock

In October 2021, the Company sold 111,111 shares of common stock for $1,500,000.

The Core Agreement

The Company made the following payments to Core for deposits as follows:

Payment Amount		Percentage and Period covered
$	73,000	100% prepayment for October 2021 services made in October 2021
	205,000	70% prepayment of the estimated services for November 2021 through February 2022 made in October 2021
	15,296,000	30% prepayment of the estimated services for March 2022 through November 2022 made in October 2021
	734,000	40% prepayment of the estimated services for March 2022; and 30% prepayment for the estimated services for November 2021 made in October 2021
	1,489,000	40% prepayment for hosting services for April 2022; and 30% prepayment for the estimated hosting services for December 2021 made in November 2021
	2,223,000	40% prepayment for hosting services for May 2022; and 30% prepayment for the estimated hosting services for January 2022 made in December 2021
$	20,020,000

Sphere 3D Master Services Agreement

On December 29, 2021, the Company and Sphere 3D entered into Amendment No. 1 to the Sphere 3D MSA, to provide greater certainty as to the term of the Sphere 3D MSA. Sphere 3D and Gryphon agreed to extend the initial term of the Sphere 3D MSA from three to four years, or to five years in the event Sphere 3D does not receive delivery of a specified minimum number of Bitcoin mining machines during 2022.

Merger Agreement

On December 29, 2021, the Company and Sphere 3D entered into Amendment No. 1 to the Merger Agreement to give effect to the issuances by the Company of its equity securities subsequent to June 3, 2021. The parties agreed upon an increase in the number of Sphere 3D common shares that will be issued by Sphere 3D in the Merger from approximately 111,000,000 to approximately 122,000,000, with an effective exchange ratio of approximately 5.31. In addition, among other matters, the parties revised the termination provisions of the Merger Agreement to allow either party to terminate the Merger Agreement prior to March 31, 2022, upon a breach of the agreement by the other party following an opportunity to cure such breach, and to allow either party to terminate the Merger Agreement on or

after March 31, 2022, for any reason or no reason by notice to the other party. In addition, each party agreed to, upon termination, release the other party and its affiliates from any claims or proceedings such party shall have at the time of such termination against the other party existing by reason of, based upon or arising out of the Merger Agreement.

Private Placement

On December 29, 2021 (the “Closing Date”), the Company completed a private placement offering of 111,111 units at a price per unit of $13.50 for an aggregate amount of approximately $1,500,000, each unit consisting of one share of the Company’s common stock and one warrant (“Purchase Warrants”) to purchase one share of the Company’s common stock.

The Purchase Warrants will entitle the holder, for a period of three years from the Closing Date, to purchase one share of the Company’s common stock, or its successor, at an exercise price equal to $0.01 per share, subject to equitable adjustment for any stock splits, stock dividends or reorganization transactions having a similar effect. The Purchase Warrants will only be exercisable for cash. The Company may force the exercise of the Purchase Warrants if, at any time following the one year anniversary of the Closing Date, (i) the Company is listed on a national securities exchange or international equivalent as determined by Company’s board of directors, (ii) the underlying common stock is registered or the investors otherwise have the ability to trade the common stock without restriction, (iii) the 30-day volume-weighted daily average price of the common stock exceeds 200% of the exercise price, as adjusted and (iv) the average daily trading volume is at least 250,000 shares of common stock during such 30-day period.

Amendment No. 3 to Sphere 3D Note

To provide additional financing for Company for operations prior to the consummation of the Merger, Sphere 3D loaned an additional $2,500,000 to the Company on January 3, 2022, which loan increased the principal amount of the Sphere 3D Note to $12,500,000 and extended the initial date for the repayment of the Sphere 3D Note to a date subsequent to the consummation of the Merger. As Sphere 3D agreed in the amendment to the Merger Agreement that the amounts payable by Company under the Sphere 3D Note will be forgiven if the Merger is not consummated, Sphere 3D also released all of the collateral pledged by the Company to secure the Sphere 3D Note.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Gryphon Digital Mining, Inc., (The “Company”), as of December 31, 2020 and the related statements of operations, stockholders’ equity, and cash flows for the period from October 22, 2020 (date of inception) to December 31, 2020 and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and the results of its operations and its cash flows for each of the period from October 22, 2020 to December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.

The Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the accompanying financial statements, the Company has incurred a loss from operations, and has not yet commenced revenue generating activities, and, has an accumulated deficit that raise substantial doubt about Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans in regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

Investment in Affiliate

12 Months Ended

Dec. 31, 2020

Investment In Affiliate [Abstract]

Investment in Affiliate

5. Investment in Affiliate

In November 2018, in connection with the divestiture of Overland, the Company received 1,879,699 SVTP Preferred Shares representing 19.9% of the outstanding shares of capital stock of SVTP with a fair value of $2.1 million. The fair value of this investment was estimated using discounted cash flows. The Company concluded it does not have a significant influence over the investee. There were no known identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment at December 31, 2020.

Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

12. Income Taxes

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

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

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

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

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

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

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

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

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

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

- Definition

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

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+ Details

Segmented Information

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

Segmented Information

15. Segmented Information

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

Information about Products and Services

The following table summarizes net revenue (in thousands):

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

Information about Geographic Areas

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

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

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

- Definition

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

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+ Details

Organization and Summary of Significant Accounting Policies

2 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Gryphon Digital Mining, Inc. [Member]

Organization and Summary of Significant Accounting Policies [Line Items]

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations

Ivy Crypto, Inc. (the “Company”) was incorporated under the provisions and by the virtue of the provisions of the General Corporation Law of the State of Delaware on October 22, 2020 with the office located in Dover, Delaware. The Company is in the business of creating fully integrated pure-play bitcoin mining with zero carbon footprint and developing owned renewable, off-grid energy source that is economically viable.

On February 16, 2021, the Company filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change its name from “Ivy Crypto, Inc.” to “Gryphon Digital Mining, Inc.”. This amendment became effective immediately upon filing on February 16, 2021.

Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

As of the issuance of these financial statements, the Company has not commenced operations. The Company has financed its activities through equity financing. Management expects to commence operations during the year ending December 31, 2021.

Management expects to incur additional losses and cash outflows in the foreseeable future in connection with its operating activities. The Company will need to raise debt or equity financing in the future in order to commence its operations. However, there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms, when and if needed, or at all. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including the market price for the underlying commodity mined by the Company, its ability procure the required mining equipment and its ability to successfully mine the commodity. Subsequent to December 31, 2020, the raised an additional $14,192,000, which was used primarily to secure a contract to purchase mining equipment. The Company anticipates receiving its first installment of mining equipment in August 2021 at which time the Company can commence its mining operations. The Company believes its cash balances and cash flow from operations will not be sufficient to fund the commencement of its operations over the next twelve months from the issuance date of these financial statements. The Company will need to raise additional funding from investors or through other avenues to continue as a going concern. The Company’s financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

COVID-19

The COVID-19 pandemic has developed rapidly in 2020, with a significant number of cases. Measures taken by various governments to contain the virus have affected economic activity. The management have taken some measures to monitor and mitigate the effects of COVID-19, such as safety and health measures for its people (such as social distancing and remote working).

At this stage, the impact on the business and results has not been significant since the Company is in the pre-operation phase. The management will continue to follow the various government policies and advice and, in parallel, will do their utmost to continue the business in the best and safest way possible without jeopardizing the health of its people. Further, the existence of this event did not cast a significant doubt on the Company’s ability continue as a going concern entity.

Use of estimates

The preparation of financial statements in accordance with GAAP 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 financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Fair Values of Financial Instruments

The Company adopted the provisions of Accounting Standards Codification (“ASC”) subtopic 825-10, Financial Instruments (“ASC 825-10”) which defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

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

Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

Cash and Cash Equivalents

The Company considers all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. As of December 31, 2020, the Company held only cash deposits at financial institutions.

Prepaid Expense

Prepaid expenses are assets held by the Company, which are expected to be realized and consumed within twelve months after the reporting period. As of December 31, 2020, it consists of prepayments for fees on legal services.

Net Loss Per Share

The Company uses ASC 260, “Earnings Per Share” for calculating the basic and diluted earnings (loss) per share. The Company computes basic earnings (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and warrants and stock awards. For periods with a net loss, basic and diluted loss per share are the same, in that any potential common stock equivalents would have the effect of being anti-dilutive in the computation of net loss per share.

Recent Accounting Pronouncements

From time to time, the Financial Accounting Standards Board (“FASB”) or other standards setting bodies issue new accounting pronouncements. Updates to the FASB ASC are communicated through issuance of an Accounting Standards Update (“ASU”). We consider the applicability and impact of all ASUs on our financial position, results of operations, cash flows, or presentation thereof. Described below are ASUs that are not yet effective, but may be applicable to our financial position, results of operations, cash flows, or presentation thereof. ASUs not listed below were assessed and determined to not be applicable to our financial position, results of operations, cash flows, or presentation thereof.

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 amends ASC 740 to simplify the accounting for income taxes by removing certain exceptions for investments, intraperiod allocations and interim calculations, and adding guidance to reduce complexity in the accounting standard under the FASB’s simplification initiative. ASU 2019-12 is effective for public entities for fiscal years beginning after December 15, 2020. Upon adoption, the amendments in ASU 2019-12 should be applied on a prospective basis to all periods presented. Early adoption is permitted. The Company is currently assessing the impact of the adoption of the new guidance under ASU 2019-12.

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations

Gryphon Digital Mining, Inc. (formerly known as Ivy Crypto, Inc.) (the “Company”) was incorporated under the provisions and by the virtue of the provisions of the General Corporation Law of the State of Delaware on October 22, 2020 with the office located in Las Vegas, Nevada. The Company will operate a digital asset, (commonly referred to as cryptocurrency) mining operation using specialized computers equipped with application-specific integrated circuit (ASIC) chips (known as “miners”) to solve complex cryptographic algorithms in support of the Bitcoin blockchain (in a process known as “solving a block”) in exchange for cryptocurrency rewards (primarily Bitcoin).

Mining Equipment Commitment

As of September 30, 2021, the Company operated a fleet of 309 miners manufactured by Bitmain, all of which were purchased directly from Bitmain and deployed in the Company’s mining operation pursuant to two co-location mining services agreement one with Coinmint, LLC (“Coinmint”) and one with Core Scientific, Inc. (“Core”).

During the nine months ended September 30, 2021, the Company entered into a purchase agreement with Bitmain for the acquisition of a total of 7,200 miners, to be shipped and delivered during 2021 and 2022. During the nine months ended September 30, 2021, the Company received 596 new miners, of which 309 have been deployed at the Coinmint facility. The remaining 6,604 of these new miners are scheduled for monthly deliveries in 2021 and 2022. The purchase commitment for these new miners totals approximately $44,109,000, including $3,656,000 paid for the 596 miners delivered during the nine months ended September 30, 2021, $28,038,000 paid as deposits during the same period, $3,303,000 and $2,869,000 paid in October and November, respectively, with the remainder of $9,898,000 still outstanding.

Amendments to Certificate of Incorporation

Agreement and Plan of Merger

On June 3, 2021, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with Sphere 3D Corp. (“Sphere 3D”) Upon completion of the merger (the “Merger”), the Sphere 3D Corp. will change its name to Gryphon Digital Mining, Inc. (See NOTE 10 – Subsequent Events “Merger Agreement”)

As consideration for the merger transaction, Sphere 3D will issue 111,000,000 shares of its common stock to the shareholders of the Company, such that on closing, the Sphere 3D shareholders will own approximately 23% of the consolidated company and the Company shareholders will own approximately the remaining 77% on a fully diluted basis, subject to adjustments for additional capital raises by either entity. As of the Merger Agreement, the Company had 21,282,593 shares of common stock and share equivalents. Each share, and share equivalent, will be converted into 5.31 shares of Sphere 3D common stock. As of the Merger Agreement, the value of a share of the Company’s common stock was approximately $8.50, for total consideration of approximately $181,000,000.

The merger is expected to close in the first quarter of 2022, 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 applicatory 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 for the Merger 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.

Basis of Presentation

The accompanying interim condensed financial statements and notes thereto are unaudited. The unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in the Company’s annual financial statements have been condensed or omitted. The interim condensed balance sheet as of December 31, 2020 was derived from financial statements but does not include all disclosures required by GAAP. These interim unaudited condensed financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the three and nine-month period ended September 30, 2021. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year ending December 31, 2021 or for any future period.

These unaudited interim condensed financial statements should be read in conjunction with our audited financial statements and the notes thereto for the year ended December 31, 2020, which appear in this Form F-4.

Going Concern

The accompanying interim condensed financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the interim condensed financial statements do not necessarily purport to represent realizable or settlement values. The interim condensed financial statements do not include any adjustment that might result from the outcome of this uncertainty.

The Company has financed its activities through equity financing. The Company began operations on September 15, 2021.

Management expects to incur additional losses and cash outflows in the foreseeable future in connection with its operating activities. The Company will need to raise debt or equity financing in the future in order finance its operations until operations are cashflow positive. However, there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms, when and if needed, or at all. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including the market price for the underlying commodity mined by the Company, its ability procure the required mining equipment and its ability to successfully mine the commodity. The Company received its first installment of mining equipment in August 2021 at which time the Company commenced its mining operations. The Company believes its cash balances and cash flow from operations will not be sufficient to fund the commencement of its operations over the next twelve months from the issuance date of these interim condensed financial statements. The Company will need to raise additional funding from investors or through other avenues to continue as a going concern. The Company’s interim condensed financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

COVID -19

Digital Assets, Net

Digital assets or cryptocurrencies, (including Bitcoin, Ethereum, DAI and USDT) are included in current assets in the accompanying interim balance sheets. Cryptocurrencies purchased are recorded at cost and cryptocurrencies obtained by the Company through its sale of common stock are accounted for based on the value of the specific digital asset on the date received.

The Company accounts for digital assets as indefinite-lived intangible assets in accordance with ASC 350, Intangibles — Goodwill and Other. The Company has ownership of and control over the cryptocurrencies and uses third-party custodial services to secure it. The digital assets are initially recorded at cost and are subsequently remeasured on the balance sheets at cost, net of any impairment losses incurred since acquisition.

An impairment analysis is performed at each reporting period to identify whether events or changes in circumstances, in particular decreases in the quoted prices on active exchanges, indicate that it is more likely than not that the digital assets held by the Company are impaired. The fair value of digital assets is determined on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement, based on quoted prices on the active exchange(s) that the Company has determined is its principal market for cryptocurrencies (Level 1 inputs). If the carrying value of the digital asset exceeds the fair value based on the lowest price quoted in the active exchanges during the period, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the price determined.

Impairment losses are recognized within “Other expense” in the statements of operations in the period in which the impairment is identified. The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale or disposition.

Purchases of cryptocurrencies by the Company are included within investing activities in the accompanying interim statements of cash flows, while cryptocurrencies awarded to the Company through its future mining activities will be included within operating activities on the accompanying interim statements of cash flows. The sales of cryptocurrencies are included within investing activities in the accompanying interim statements of cash flows and any realized gains or losses from such sales are included in other income (expense) in the interim statements of operations. The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method of accounting.

Mining Equipment

Mining Equipment is stated at cost, including purchase price and all shipping and custom fees, and depreciated using the straight-line method over the estimated useful lives of the assets, generally three years for cryptocurrency mining equipment.

The Company reviews the carrying amounts of mining equipment when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. Assets carried at fair value, such as digital currencies, are excluded from impairment analysis.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows to be derived from continuing use of the asset or cash generating unit are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Fair value less costs of disposal is the amount obtainable from the sale of an asset or cash generating unit in an arm’s length transaction between knowledgeable, willing parties, less the cost of disposal. When a binding sale agreement is not available, fair value less costs of disposal is estimated using a discounted cash flow approach with inputs and assumptions consistent with those of a market participant. If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount of the asset

or cash generating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in net income. Where an impairment loss subsequently reverses, the carrying amount of the asset or cash generating unit is increased to the revised estimate of its recoverable amount, such that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized.

Leases

Effective July 2021, the Company accounts for its leases under ASC 842, Leases (“ASC 842”). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term.

In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components as permitted under ASC 842. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term.

Derivatives

The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and would then be re-valued at each reporting date, with changes in the fair value reported in the interim condensed statements of operations. If there are stock-based derivative financial instruments, the Company will use a probability weighted average series Binomial lattice option pricing models to value the derivative instruments at inception and on subsequent valuation dates.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Revenue Recognition

Cryptocurrency mining:

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

• Step 1: Identify the contract with the customer

• Step 2: Identify the performance obligations in the contract

• Step 3: Determine the transaction price

• Step 4: Allocate the transaction price to the performance obligations in the contract

• Step 5: Recognize revenue when the Company satisfies a performance obligation

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation

meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following:

• Variable consideration

• Constraining estimates of variable consideration

• The existence of a significant financing component in the contract

• Noncash consideration

• Consideration payable to a customer

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

The Company has digital asset mining pools relationships, with the mining pool operators to provide computing power to the mining pool. The relationships can be terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.

Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date the Company is notified of the consideration to be received, which is not materially different than the fair value at the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions.

Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the date the Company is notified of the consideration earned. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held,

and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations.

Cost of Revenue

The Company’s cost of revenue consists primarily of direct costs of earning bitcoin related to mining operations, including mining pool fees, electric power costs, other utilities, labor, insurance whether incurred directly from self-mining operations or reimbursed, including any revenue sharing arrangements under co-location agreements, but excluding depreciation and amortization, which are separately stated in the Company’s consolidated statements of operations.

Income Taxes

The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable.

ASC Topic 740, Income Taxes, (“ASC 740”), also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s interim financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position.

Net Loss Per Share

Securities that could potentially dilute income (loss) per share in the future were not included in the computation of diluted income (loss) per share at September 30, 2021 because their inclusion would be anti-dilutive as follows:

Convertible Seed Series and Convertible Seed Series II preferred shares		5,370,977
Warrants to purchase common stock		1,006,857
Convertible notes payable and accrued interest		681,925
Unvested share grants		1,772,450
Total potential future shares		8,832,209

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, to reduce complexity in applying GAAP to certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 is effective for interim and annual periods beginning after December 15, 2023, with early adoption permitted. The Company adopted ASU 2020-06. The adoption did not have a material impact on our interim condensed financial statements.

Digital Assets

9 Months Ended

Sep. 30, 2021

Gryphon Digital Mining, Inc. [Member]

Digital Assets [Line Items]

DIGITAL ASSETS

NOTE 2 — DIGITAL ASSETS

As disclosed in Note 8 - Stockholders’ Equity, the Company received digital currency from the private placement of its common stock and series seed II preferred stock. The digital assets (Bitcoin, Ethereum, DAI and USDT) received amounted to $1,374,000 for the common stock. The digital currency transactions are summarized in the following table for the three and nine months ended September 30, 2021:

	For the three months ended September 30, 2021			For the nine months ended September 30, 2021
Beginning Balance	$	53,000		$	—
Additions		5,000			1,374,000
Interest earned		2,000			25,000
Noncash disposition		(54,000	)		(1,263,000	)
Unrealized losses		—			(130,000	)
Ending Balance	$	6,000		$	6,000

The table below shows the details of the noncash disposition of the Company’s digital assets for the nine months ended September 30, 2021:

Deposit for bitcoin mining machines	$	1,067,000
Payment for prepaid expenses		32,000
Payment for accrued expenses		69,000
Payment for expenses		95,000
Total noncash disposition	$	1,263,000

During the period ended September 30, 2021, the Company has the following realized gain related to digital currency disposal:

		For the three months ended September 30, 2021			For the nine months ended September 30, 2021
Realized gain		$	13,000		$	36,000

Deposits	9 Months Ended
Deposits	Sep. 30, 2021
Gryphon Digital Mining, Inc. [Member]
Deposits [Line Items]
DEPOSITS	NOTE 3 — DEPOSITS During the nine months ended September 30, 2021, the Company paid approximately $27,093,000 and $1,074,000 in cash and digital assets, respectively, as deposits, primarily for miners, and, as of September 30, 2021, the Company received 596 miners with a purchase price of $3,656,000. Upon receipt the miner will be reclassified to property and equipment. For the nine months ended September 30, 2021, the Company paid $100,000 refundable deposits for the acquisition of 250,000 units of carbon credits. Balance will be refunded in the event the Company does not achieve verified credits by December 31, 2021. Also, as of September 30, 2021, the Company had a $60,000 refundable deposit paid to Coinmint.

Mining Equipment, Net	9 Months Ended
Mining Equipment, Net	Sep. 30, 2021
Gryphon Digital Mining, Inc. [Member]
Mining Equipment, Net [Line Items]
MINING EQUIPMENT, NET	NOTE 4 — MINING EQUIPMENT, NET As of September 30, 2021, mining equipment consisted of 309 and 287 operational and nonoperational, respectively, bitcoin mining machines. The cost basis of the operational and nonoperational bitcoin mining machines was $1,888,000 and $1,768,000, respectively for a total cost basis of $3,656,000 with accumulated depreciation of approximately $26,000.

Notes Payable	9 Months Ended
Notes Payable	Sep. 30, 2021
Gryphon Digital Mining, Inc. [Member]
Notes Payable [Line Items]
NOTES PAYABLE	NOTE 5 — NOTES PAYABLE On July 6, 2021, the Company issued a promissory note payable to Sphere 3D in the amount of $2,700,000 (“Sphere 3D Note”). The Sphere 3D Note accrues interest 9.5% with a default interest rate of 12%. Starting on September 30, 2021, The Sphere 3D Note is payable in 36 equal monthly installments of $86,000 with the final payment due August 30, 2024. On August 30, 2021, the Company entered into an amendment to the Sphere 3D Note (“Amendment 1”), increasing the principal amount of the Sphere 3D Note to $6,350,000. On September 27, 2021, the Company entered into a second amendment to the Sphere 3D Note (“Amendment 2”), increasing the principal amount of the note to $10,000,000. Also, Amendment 2 modifies the payment schedule, with the first monthly payment due January 1, 2022. Payment will be made in 36 equal monthly installments of $329,000 with the final payment due on December 1, 2024. As of September 30, 2021, accrued interest amounted to approximately $94,000.

Convertible Debentures

9 Months Ended

Sep. 30, 2021

Gryphon Digital Mining, Inc. [Member]

Convertible Debentures [Line Items]

CONVERTIBLE DEBENTURES

NOTE 6 — CONVERTIBLE DEBENTURES

The following table summarizes the carrying amount of the Company’s convertible loans as of September 30, 2021:

Principal
Balance, beginning of year	$	—
Additions		9,079,000
Balance, September 30, 2021		9,079,000

Debt Discount
Balance, beginning of year		—
Additions		4,490,000
Amortization		(428,000	)
Balance, September 30, 2021		4,062,000
Net carrying amount	$	5,017,000

In June 2021, the Company initiated a private placement for the sale of a unit consisting of a convertible debenture in the principal amount of $9.4867 (“Convertible Debenture”) and one warrant to purchase the Company’s common stocks (“Warrant”) for a total aggregate of 957,044 units. The Convertible Debenture is convertible into a share of the Company’s common stock at a conversion price equal to the lower of (a) $9.4867, or (b) a 30% discount to the public valuation. Notwithstanding the foregoing, if the Company is not listed on a national securities exchange or international equivalent on or before the first anniversary of closing date, the 30% discount shall be increased to 40% (“Conversion Price”). The warrant entitles the holder for a period of three years from the Closing Date, to purchase shares of the Company’s common stock at a price of $18.97 per share. The Convertible Debentures accrue simple interest on the outstanding principal balance at a rate of 10% per annum. The accrued and unpaid interest can be converted into shares of the Company’s common stock along with the principal on the maturity date. Also, the Convertible Debentures mature on the second anniversary of the initial closing (“Maturity Date”).

The Company’s management has evaluated the Convertible Debenture and related warrants in accordance with ASC 480 — Distinguishing Liabilities from Equity and ASC 815 — Derivatives and Hedge Accounting. The features of the Convertible Debenture and warrants would not meet the criteria to be accounted for as a derivative or liability and therefore accounted for as equity.

In accordance with ASC 470 — Debt, the Company first allocated the cash proceeds to the loan and the warrants on a relative fair value basis, secondly, since the Company adopted and assessed the Convertible Debenture in accordance with ASU 2020-06 — Debt with Conversion and Other Options, the beneficial conversion feature was not recognized.

As of September 30, 2021, the Company sold 956,857 units for total principal balance of $9,079,000 and 956,857 warrants. The warrants were valued using the Black Scholes option pricing model at a total of $8,973,000 based on the three-year term, volatility of 101.5% to 102.5%, a risk-free equivalent yield of 0.33% to 0.48%, and stock price ranging from $13.04 to $25.81. The stock price used was calculated based on the share price equivalent of each share of the Company’s common stock based on Sphere 3D’s common stock price in relation to the Merger Agreement, see Note 1 Agreement and Plan Merger for more information. Volatility used was calculated based on the price of a pool of companies that are in the crypto mining industry and are actively traded in the market. The relative fair value of the warrants used in allocating the proceed of the Convertible Debenture amounted to $4,490,000.

Each holder of the Convertible Debentures has the right, exercisable at any time prior to the Maturity Date, to convert all, but not less than all, of the principal amount then outstanding, plus all accrued but unpaid interest thereon, if any, into common stock of the Company at a price equal to the Conversion Price, subject to equitable adjustment for any stock splits, stock dividends or reorganization transactions having a similar effect. The holder must provide at least five business days prior notice to the Company of the exercise of his, her or its conversion right. Automatic conversion of the Convertible Debenture into common stock upon the listing of Company’s common stock (or a successor company whose stock would be issuable upon conversion of the Convertible Debenture) on a national securities exchange.

The Company has entered into a Merger Agreement, as disclosed in Note 1 above. It is contemplated that Sphere 3D will file a registration statement, with the Securities and Exchange Commission, on a Form F-4 in connection with the Merger contemplated by the Merger Agreement. Such F-4 registration statement will register the shares issuable upon conversion of the Convertible Debenture and exercise of the warrants. If the Merger Agreement is terminated and the company does not otherwise undertake a going public transaction that will result in a listing on a national securities exchange or international equivalent within six months of such termination (the “Outside Date”), then the Company will file a resale registration statement registering for resale the Underlying Shares as soon as reasonably possible, but in no event later than 4 months after the Outside Date and use its best efforts to cause such resale registration statement to become effective as soon as possible thereafter.

Potential future shares to be issued on conversion of notes as of September 30, 2021 are as follows:

Principal	$	9,079,000
Interest		202,000
Total		9,281,000
Conversion price per share	$	13.61
Potential future share		681,925

Effective interest rate use to amortize the debt discount as of September 30, 2021 is 24.89%.

Stockholders' Equity

2 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Gryphon Digital Mining, Inc. [Member]

Stockholders' Equity [Line Items]

STOCKHOLDERS' EQUITY

NOTE 8 — STOCKHOLDERS’ EQUITY

Preferred stock

The Company is authorized to issue 20,000,000 shares of preferred stock, $0.0001 par value per share. The Company has designated 6,000,000 shares as series seed preferred stock (“Series Seed Shares”), 1,000,000 shares as series seed II preferred stock (Series Seed II Shares”) and 13,000,000 as undesignated preferred stock. The Company’s Board of

Directors may issue preferred stock in one or more series from time to time and fix or alter the powers, preferences and rights, and the qualifications, limitations and restrictions granted to or imposed upon any wholly unissued series of preferred stock, and within the limitation or restrictions stated in any resolutions of the Board of Directors.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or any deemed liquidation event, before any payment shall be made to the holders of common stock, holders of shares of preferred stock then outstanding shall be entitled to be paid out of the funds and assets available for distribution to its stockholders at the greater of $2.40 per share for Series Seed and $6.68 per share for Series Seed II or such amount per share as would have been payable had all shares of preferred stock been converted into common stock.

The Company’s management evaluated the series seed and series seed II preferred stock for features that qualify as embedded derivative liabilities. The management concluded that the conversion feature would not be a derivative to be accounted for as a liability.

On March 26, 2021, the Company and certain investors from the March 16, 2021 common stock private placement offering entered into a cancellation and exchange agreement to cancel 4,985,052 shares of the Company’s common stock in exchange for the issuance of 4,985,052 shares of the Company’s series seed preferred stocks.

In March 2021, the Company issued additional 6,303 shares of the Company’s series seed preferred stock for $2.40 per share for total cash proceeds of $15,000.

In April 2021, the Company issued additional 118,815 shares of the Company’s series seed preferred stock for $2.40 per share for total cash proceeds of $285,000.

On May 27, 2021, the Company offered the issuance of its series seed II preferred stock at $6.68 per share. The Company issued a total of 248,831 shares with total cash and cryptocurrency proceeds of $1,501,000 and $161,000, respectively. Of which $28,000 of cash and $5,000 of cryptocurrency were received after June 30, 2021.

On June 2, 2021, the Company granted 17,964 shares of series seed II preferred stock to one of its consultants as payment for services payable in 6 monthly installments of 2,994 shares per month. As of September 30, 2021, 11,976 shares vested. Compensation expense recognized amounted to $110,000.

Common stock

The Company is authorized to issue 100,000,000 shares of common stock, $0.0001 par value per share.

On December 10, 2020, the Company issued 9,550,000 shares of common stocks for $0.002 per share for cash. Of which $15,000 was received and the remaining $4,000 was received after December 31, 2020.

On February 2, 2021, the shareholders owning 9,550,000 shares of the Company’s common stock (the “Original Shareholders”) agreed to contribute an additional $0.002 per share for a total capital contribution of approximately $16,000. Also, the Company repurchased from one of the Original Shareholders 1,000,000 shares of the Company’s common stock and another Original Shareholder purchased an additional 161,250 for $0.004 per share. The capital contribution from the Original Shareholders totaled approximately $35,000 for total shares of 9,711,250. Additionally, the Company agreed to sell 3,892,424 shares of the Company’s common stock, including the 1,000,000 shares repurchased, to the Company’s officers, directors and seed stage advisors. The officers, directors and seed stage advisors (“Investors”) purchased 6,487 shares of the Company’s common stock for total proceeds of approximately $16,000. As of February 2, 2021, the Company determined that the fair market value of a share of common stock was approximately $2.40. Therefore, the cash proceeds from the Investors were below the fair market value for the shares. The additional value was considered, by management, to be compensation to the Investors as they provided services to the Company. The Company recorded compensation expense of $1,671,000 for the shares sold to the seed stage advisors and $7,655,000 for the shares sold to officers and directors.

On March 16, 2021, the Company closed a private placement offering with certain accredited investors (“Investors”) for the sale of 5,876,426 shares of the Company’s common stock at $2.40 per share for total proceeds of approximately $14,103,000, including $1,213,000 of cryptocurrency. Of which, 4,985,052 shares were converted to series seed preferred stock. Financing costs were de minimis.

On May 12, 2021, the Company entered into a director agreement with one of its directors. As part of the agreement, the Company agreed to repurchase, for 300,000 shares of the Company’s common stock owned by the director for $1,000.

On June 3, 2021, the Company granted 1,859,434 shares common stock to one of its consultants as payment for services payable in 40 quarterly installments of 46,486 shares per month. The first tranche vesting on June 3, 2021. Upon consummation of the plan merger, see Note 1 Agreement and Plan Merger for more information, all of the unvested shares, at the time of the event, will vest immediately. Compensation expense recognized amounted to $790,000. As of September 30, 2021, issued and vested shares amounted to 92,972.

During the nine months ended September 30, 2021, the Company entered into agreement with the Company’s President to include as part of additional paid-in capital the services contributed to the Company for a total of $250,000 annually. As of September 30, 2021, additional paid-in capital for services contributed by the President amounted to approximately $188,000.

Restricted common stock awards

On December 10, 2020, the Company entered into two separate independent director agreements with two individuals. The individuals will serve as directors of the Company for an initial one-year period. As compensation, each director was granted 75,000 shares of the Company’s common stock to vest over 18 months in four equal installments of 18,750 shares, per director, starting on January 1, 2021. The value of the shares on the issuance date was de minimis. As of September 30, 2021, a total 75,000 shares were vested for each of the two directors. Total compensation expense recognized amounted to $225,000.

On February 9, 2021, the Company entered into a consulting agreement with a consultant. As compensation, the Company granted 62,340 shares of common stock amounting to $150,000 as payment for advisory services. The shares shall vest over 24 months at 2,598 shares per month starting February 9, 2021. On May 9, 2021, the Company and the

consultant reached an agreement to modify and accelerate the vesting of all unvested shares to date totaling 54,548 restricted common stock awards at $6.68 per share. $131,000 and $233,000 was charged to deferred compensation and additional paid-in capital, respectively, for a total of $364,000 due to the modification.

On March 10, 2021, the Company entered into a consulting agreement with a consultant. As compensation, the Company granted 92,000 shares of common stock amounting to $221,000 as payment for advisory services. The shares shall vest over 24 months at 3,833 shares per month starting March 10, 2021. In June 2021, the consultant resigned and retained ownership of the remaining 76,667 unvested restricted common stock awards valued at $2.40 per share. $184,000 was charged to deferred compensation expense at the time of resignation.

On March 20, 2021, the Company entered into an agreement with an individual to serve as the Company’s director for 24 months. As compensation, the director was granted 75,000 shares of the Company’s common stock to vest over 18 months in four equal installments of 18,750 shares, starting on April 1, 2021. The first installment of 18,750 shares were issued on April 1, 2021. The value of the shares on the issue date was $2.40 per share. On June 2, 2021, the director resigned and forfeited 56,250 shares of restricted common stock awards. Total compensation expense recognized amounted to $45,000.

The table below summarizes the compensation expense recognized related to the Company’s restricted stock awards for the nine months ended September 30, 2021:

	Compensation expense
Directors	$	270,000
Consultants		604,000
Total	$	874,000

The table below summarizes the transactions related to the Company restricted stock awards for the nine months ended September 30, 2021:

	Shares		Deferred compensation
Granted	379,340		$	911,000
Vested	(193,542	)		(465,000	)
Accelerated vesting due to modification	(54,548	)		(131,000	)
Forfeited	(56,250	)		(135,000	)
Amortization of deferred compensation	—			(45,000	)
Unvested	75,000		$	135,000

Warrants

The Company issued convertible notes with 956,857 warrants to purchase shares of the Company’s common stock, see Note 5 Convertible Debentures for more information. The warrants were valued using the Black Scholes option pricing model at a total of $8,973,000 based on the three-year term, volatility of 101.5% – 102.5%, a risk-free equivalent yield of 0.33%-0.48%, and stock price ranging from $13.04 to $25.81. The stock price used was calculated based on the share price equivalent of each share of the Company’s common stock based on Sphere 3D’s common stock price in relation to the Merger Agreement, see Note 1 Agreement and Plan Merger for more information. Volatility used was calculated based on the price of a pool of companies that are in the crypto mining industry and are actively traded in the market. The relative fair value of the warrants used in allocating the proceed of the Convertible Debenture amounted to $4,490,000.

Transactions involving our warrants for the nine months ended September 30, 2021 are summarized as follows:

	Number of Shares		Weighted Average Strike Price/Share		Weighted Average Remaining Contractual Term (Years)	Weighted Average Grant Date Fair Value
Outstanding – December 31, 2020	—		$	—	—	$	—
Granted	1,076,857			16.88	2.58		1.31
Exercised	(70,000	)		0.01	1.25		8.50
Expired	—			—	—		—
Outstanding – September 30, 2021	1,006,857			18.03	2.67		1.34
Vested and exercisable – September 30, 2021	1,006,857			18.03	2.67		1.34
Unvested and non-exercisable – September 30, 2021	—			—	—		—

In June 2021, the Company issued as payment for consulting services an aggregate of 120,000 warrants to purchase shares of the Company’s common stock. The exercise price was $0.01 which is considered to be “penny warrants” therefore, the Black Scholes option pricing model was not used to calculate the fair value of the penny warrants but instead, the fair value amounting to $1,036,000 was calculated using the share price equivalent of the Company’s common stock based on Sphere 3D’s common stock price in relation to the Merger Agreement, see Note 1 Agreement and Plan Merger for more information.

Gryphon Digital Mining, Inc. [Member]

Stockholders' Equity [Line Items]

STOCKHOLDERS' EQUITY

NOTE 2 — STOCKHOLDERS’ EQUITY

Preferred stock

The Company is authorized to issue 20,000,000 shares of preferred stock, $0.0001 par value per share. The Company has designated 6,000,000 as series seed preferred stock and 14,000,000 as undesignated preferred stock. The Company’s Board of Directors may issue preferred stock in one or more series from time to time and fix or alter the powers, preferences and rights, and the qualifications, limitations and restrictions granted to or imposed upon any wholly unissued series of preferred stock, and within the limitation or restrictions stated in any resolutions of the Board of Directors.

Common stock

The Company is authorized to issue 100,000,000 shares of common stock, $0.0001 par value per share.

On December 10, 2020, the Company issued 9,550,000 shares of common stocks for $0.002 per share for cash. Of which $14,000 was received and the remaining $4,000 was received after year end.

On December 10, 2020, the Company entered into two separate independent director agreement with two individuals. The individuals will serve as directors of the Company for an initial one- year period. As compensation, each director was granted 75,000 shares of the Company’s common stock to vest over 18 months in four equal installments of 18,750 shares, per director, starting on January 1, 2021. The first instalment of 18,750 shares were issued, to each director, on January 1, 2021. The value of the shares on the issuance date was deminimis.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
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-Paragraph 1
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+ Details

Accounting Policies, by Policy (Policies)

2 Months Ended

9 Months Ended

12 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Dec. 31, 2020

Accounting Policies, by Policy (Policies) [Line Items]

Principles of Consolidation

Use of estimates

Use of Estimates

Foreign Currency Translation

The financial statements of foreign subsidiaries, for which the functional currency is the local currency, are translated into U.S. dollars using the exchange rate at the consolidated balance sheet date for assets and liabilities and a weighted-average exchange rate during the year for revenue, expenses, gains and losses. Translation adjustments are recorded as other comprehensive income (loss) within shareholders’ equity (deficit). Gains or losses from foreign currency transactions are recognized in the consolidated statements of operations. Such transactions resulted in a loss of $23,000 and $22,000 in 2020 and 2019, respectively.

Cash and Cash Equivalents

Cash Equivalents

Accounts Receivable

Inventories

Investments

Goodwill and Intangible Assets

Impairment of Goodwill and Intangible Assets

Revenue Recognition

Warranty and Extended Warranty

Research and Development Costs

Comprehensive Income (Loss)

Comprehensive Loss

Share-based Compensation

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, the Company believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption.

Accounts Receivable

Investment in Affiliate

Impairment of Goodwill and Intangible Assets

Shipping and Handling

Amounts billed to customers for shipping and handling are included in revenue, and costs incurred related to shipping and handling are included in cost of product revenue.

Advertising Costs

Advertising costs are expensed as incurred. Advertising expenses were $140,000 and $16,000 for the years ended December 31, 2020 and 2019.

Segment Information

Income Taxes

Concentration of Credit Risks

Recently Adopted Accounting Pronouncements

Mining Equipment

Gryphon Digital Mining, Inc. [Member]

Accounting Policies, by Policy (Policies) [Line Items]

Use of estimates

Cash and Cash Equivalents

Revenue Recognition

Cryptocurrency mining:

• Step 1: Identify the contract with the customer

• Step 2: Identify the performance obligations in the contract

• Step 3: Determine the transaction price

• Step 4: Allocate the transaction price to the performance obligations in the contract

• Step 5: Recognize revenue when the Company satisfies a performance obligation

If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

• Variable consideration

• Constraining estimates of variable consideration

• The existence of a significant financing component in the contract

• Noncash consideration

• Consideration payable to a customer

Recent Accounting Pronouncements

Income Taxes

Organization and Nature of Operations

Mining Equipment Commitment

Amendments to Certificate of Incorporation

Agreement and Plan of Merger

Basis of Presentation

Going Concern

The Company has financed its activities through equity financing. The Company began operations on September 15, 2021.

Management expects to incur additional losses and cash outflows in the foreseeable future in connection with its operating activities. The Company will need to raise debt or equity financing in the future in order finance its operations until operations are cashflow positive. However, there can be no assurance that such financing will be available in sufficient amounts and on acceptable terms, when and if needed, or at all. The precise amount and timing of the funding needs cannot be determined accurately at this time, and will depend on a number of factors, including the market price for the underlying commodity mined by the Company, its ability procure the required mining equipment and its ability to successfully mine the commodity. The Company received its first installment of mining equipment in August 2021 at which time the Company commenced its mining operations. The Company believes its cash balances and cash flow from operations will not be sufficient to fund the commencement of its operations over the next twelve months from the issuance date of these interim condensed financial statements. The Company will need to raise additional funding from investors or through other avenues to continue as a going concern. The Company’s interim condensed financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

COVID -19

Convertible Seed Series and Convertible Seed Series II preferred shares		5,370,977
Warrants to purchase common stock		1,006,857
Convertible notes payable and accrued interest		681,925
Unvested share grants		1,772,450
Total potential future shares		8,832,209

Going Concern

Fair Values of Financial Instruments

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

Level 3 — Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

Prepaid Expense

Certain Balance Sheet Items (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Certain Balance Sheet Items [Abstract]

Schedule of summarizes inventories

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

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

Schedule of summarizes other current assets

	September 30, 2021		December 31, 2020
Prepaid services	$	1,037	$	421
Prepaid insurance		484		158
Transition service agreement		—		115
Deferred cost – service contracts		62		99
Other		103		14
	$	1,686	$	807

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

Schedule of summarizes other assets

	September 30, 2021		December 31, 2020
Prepaid property and equipment	$	85,000	$	—
Prepaid insurance and services		284		385
Deferred cost – service contracts		13		56
Other		3		2
	$	85,300	$	443

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

Schedule of property and equipment

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

Intangible Assets (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets, net

	September 30, 2021			December 31, 2020
Developed technology	$	13,117		$	13,117
Supplier agreement		12,967			1,560
Channel partner relationships		730			730
Capitalized development costs(1)		3,213			3,116
Customer relationships		380			380
		30,407			18,903
Accumulated amortization:
Developed technology		(13,117	)		(13,117	)
Supplier agreement		(489	)		(43	)
Channel partner relationships		(568	)		(477	)
Capitalized development costs(1)		(2,897	)		(2,518	)
Customer relationships		(350	)		(340	)
		(17,421	)		(16,495	)
Total finite-lived assets, net		12,986			2,408
Indefinite-lived intangible assets – trade names		200			200
Total intangible assets, net	$	13,186		$	2,608

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

Fair Value Measurements (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of level for liabilities that are measured at fair value using significant unobservable inputs

	Warrant Liability
Liability at January 1, 2021	$	89
Reclassification to equity		(84	)
Liability at September 30, 2021	$	5

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

Share Capital (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Share Capital [Abstract]

Schedule of 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	31,000	March 23, 2023
April 2020	5	$	0.92	579,500	April 30, 2025
May 2021	5	$	1.375	224,000	May 27, 2026
July 2021	3	$	4.00	2,000,000	*
August 2021	3	$	6.50	2,595,488	August 25, 2024
August 2021	3	$	7.50	2,595,488	August 25, 2024
September 2021	5	$	9.50	11,299,999	September 8, 2026
				19,512,039

* These warrants require shareholder approval to exercise, which has not occurred as of September 30, 2021, and expire on the third anniversary of the initial exercise date.

Date issued	Contractual life (years)	Exercise price per share		Number outstanding		Expiration
March 2016	5	$	500.00	150		March 4, 2021
August 2017	5	$	42.00	37,500		August 11, 2022
August 2017	5	$	42.00	11,876		August 16, 2022
August 2017	5	$	42.00	25,625		August 22, 2022
April 2018	5	$	5.60	111,563		April 17, 2023
March 2020	3	$	0.60	905,820		March 23, 2023
April 2020	5	$	0.92	1,694,000		April 30, 2025
				2,786,534	(1)

Equity Incentive Plans (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

Schedule of compensation expense related to its share-based compensation awards

	Nine Months Ended September 30,
	2021		2020
Sales and marketing	$	130	$	2
Research and development		—		3
General and administrative		169		—
Total share-based compensation expense	$	299	$	5

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

Schedule of option activity

	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value
Options outstanding at January 1, 2019	20,050		$	199.06
Granted	—		$	—
Exercised	—		$	—
Forfeited	(17,450	)	$	160.93
Options outstanding at December 31, 2019	2,600		$	781.19
Granted	130,000		$	2.52
Exercised	(30,000	)	$	2.52
Forfeited	(1,425	)	$	995.07
Options outstanding at December 31, 2020	101,175		$	8.94	5.4	$	—
Vested and expected to vest at December 31, 2020	101,175		$	8.94	5.4	$	—
Exercisable at December 31, 2020	101,175		$	8.94	5.4	$	—

Schedule of restricted stock units

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

Schedule of restricted stock units

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

Net Loss Per Share (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Earnings Per Share [Abstract]

Schedule of anti-dilutive common share equivalents excluded from the computation of diluted net loss per share

	Nine Months Ended September 30,
	2021	2020
Preferred shares issued and outstanding	1,000	9,355,778
Common share purchase warrants	19,512,039	2,901,182
Options and RSUs outstanding	71,728	101,175

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

Commitments and Contingencies (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Commitments and Contingencies (Tables) [Line Items]

Schedule of warranty and extended warranty

	Deferred Revenue
Liability at January 1, 2021	$	739
Settlements made during the period		(663	)
Change in liability for warranties issued during the period		349
Change in liability for pre-existing warranties		—
Liability at September 30, 2021	$	425
Current liability		331
Non-current liability		94
Liability at September 30, 2021	$	425

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

Gryphon Digital Mining, Inc. [Member]

Commitments and Contingencies (Tables) [Line Items]

Schedule of the remaining payments

Month	Amount
October 2021		3,303,000
November 2021		3,091,000
December 2021		3,134,000
January 2022		2,590,000
February 2022		1,361,000
March 2022		1,212,000
April 2022		1,204,000
May 2022		1,195,000
Total	$	17,090,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Subsequent Events (Tables) - Gryphon Digital Mining, Inc. [Member]

2 Months Ended

9 Months Ended

Dec. 31, 2020

Sep. 30, 2021

Subsequent Events (Tables) [Line Items]

Schedule of payments

Month	Amount
May 2021	$	8,000,000
June 2021		4,000,000
July 2021		4,000,000
August 2021		3,000,000
September 2021		3,000,000
October 2021		3,000,000
October 22021		3,000,000
December 2021		3,000,000
January 2022		3,000,000
February 2022		2,000,000
March 2022		1,000,000
April 2022		1,000,000
May 2022		1,000,000
	$	39,000,000

Schedule of company made payments to core

Payment Amount		Percentage and Period covered
$	73,000	100% prepayment for October 2021 services made in October 2021
	205,000	70% prepayment of the estimated services for November 2021 through February 2022 made in October 2021
	15,296,000	30% prepayment of the estimated services for March 2022 through November 2022 made in October 2021
	734,000	40% prepayment of the estimated services for March 2022; and 30% prepayment for the estimated services for November 2021 made in October 2021
	1,489,000	40% prepayment for hosting services for April 2022; and 30% prepayment for the estimated hosting services for December 2021 made in November 2021
	2,223,000	40% prepayment for hosting services for May 2022; and 30% prepayment for the estimated hosting services for January 2022 made in December 2021
$	20,020,000

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of loss before income taxes

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

Schedule of federal statutory income tax rate

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

Schedule of deferred tax assets and liabilities

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

Segmented Information (Tables)

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

Schedule of net revenue

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

Schedule of net revenue by geographic area

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

Organization and Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Gryphon Digital Mining, Inc. [Member]

Organization and Summary of Significant Accounting Policies (Tables) [Line Items]

Schedule of computation of diluted income (loss)

Convertible Seed Series and Convertible Seed Series II preferred shares		5,370,977
Warrants to purchase common stock		1,006,857
Convertible notes payable and accrued interest		681,925
Unvested share grants		1,772,450
Total potential future shares		8,832,209

Digital Assets (Tables) - Gryphon Digital Mining, Inc. [Member]

9 Months Ended

Sep. 30, 2021

Digital Assets (Tables) [Line Items]

Schedule of digital currency transactions

	For the three months ended September 30, 2021			For the nine months ended September 30, 2021
Beginning Balance	$	53,000		$	—
Additions		5,000			1,374,000
Interest earned		2,000			25,000
Noncash disposition		(54,000	)		(1,263,000	)
Unrealized losses		—			(130,000	)
Ending Balance	$	6,000		$	6,000

Schedule of digital assets

Deposit for bitcoin mining machines	$	1,067,000
Payment for prepaid expenses		32,000
Payment for accrued expenses		69,000
Payment for expenses		95,000
Total noncash disposition	$	1,263,000

Schedule of realized gain related to digital currency disposal

		For the three months ended September 30, 2021			For the nine months ended September 30, 2021
Realized gain		$	13,000		$	36,000

Convertible Debentures (Tables) - Gryphon Digital Mining, Inc. [Member]

9 Months Ended

Sep. 30, 2021

Convertible Debentures (Tables) [Line Items]

Schedule of potential future shares to be issued on conversion of notes

Principal
Balance, beginning of year	$	—
Additions		9,079,000
Balance, September 30, 2021		9,079,000

Debt Discount
Balance, beginning of year		—
Additions		4,490,000
Amortization		(428,000	)
Balance, September 30, 2021		4,062,000
Net carrying amount	$	5,017,000

Schedule of potential future shares to be issued on conversion of notes

Principal	$	9,079,000
Interest		202,000
Total		9,281,000
Conversion price per share	$	13.61
Potential future share		681,925

Stockholders' Equity (Tables) - Gryphon Digital Mining, Inc. [Member]

9 Months Ended

Sep. 30, 2021

Stockholders' Equity (Tables) [Line Items]

Schedule of compensation expense recognized related to the Company’s restricted stock awards

	Compensation expense
Directors	$	270,000
Consultants		604,000
Total	$	874,000

Schedule of transactions related to the Company restricted stock awards

	Shares		Deferred compensation
Granted	379,340		$	911,000
Vested	(193,542	)		(465,000	)
Accelerated vesting due to modification	(54,548	)		(131,000	)
Forfeited	(56,250	)		(135,000	)
Amortization of deferred compensation	—			(45,000	)
Unvested	75,000		$	135,000

Schedule of transactions involving our warrants

	Number of Shares		Weighted Average Strike Price/Share		Weighted Average Remaining Contractual Term (Years)	Weighted Average Grant Date Fair Value
Outstanding – December 31, 2020	—		$	—	—	$	—
Granted	1,076,857			16.88	2.58		1.31
Exercised	(70,000	)		0.01	1.25		8.50
Expired	—			—	—		—
Outstanding – September 30, 2021	1,006,857			18.03	2.67		1.34
Vested and exercisable – September 30, 2021	1,006,857			18.03	2.67		1.34
Unvested and non-exercisable – September 30, 2021	—			—	—		—

Organization and Business (Details) - shares	Sep. 14, 2020	Sep. 30, 2021	Jun. 03, 2021
Accounting Policies [Abstract]
Percentage of energy supply			100.00%
Common shares to the shareholders (in Shares)		111,000,000
Percentage of ownership		62.00%
Percentage of ownership remaining		38.00%
Convertible promissory note, description	the Company entered into a Senior Secured Convertible Promissory Note with Rainmaker (the “Rainmaker Note”), pursuant to which the Company loaned Rainmaker the principal amount of $3.1 million comprised of: (a) a new advance of $1.85 million paid to Rainmaker on October 1, 2020, (b) the principal and any interest owing under existing promissory notes issued by Rainmaker to two investors on April 2, 2020 in the aggregate amount of $1.1 million, which indebtedness was assigned to the Company on May 4, 2020 (the “Assigned Notes”), and (c) a promissory note receivable in the amount of $150,000 issued to the Company on August 4, 2020 (the “Original Note”). The Assigned Notes and the Original Note are included in the principal amount of the Rainmaker Note and therefore, the Assigned Notes and the Original Notes are deemed cancelled. The Rainmaker Note is secured as a registered lien under the Uniform Commercial Code and the Personal Property Security Act (Ontario) against the assets of Rainmaker and shall bear interest at the rate of 10% per annum. The principal and interest accrue monthly and are due and payable in full to the Company on September 14, 2023.

Significant Accounting Policies (Details) - USD ($)	9 Months Ended	12 Months Ended
Significant Accounting Policies (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Significant Accounting Policies (Details) [Line Items]
Net revenue	70.00%		24.50%
Payment terms	45 days
Foreign currency transactions (in Dollars)		$ 23,000	$ 22,000
Allowance for doubtful accounts (in Dollars)		$ 100,000
Purchased intangible assets description		Purchased intangible assets are amortized on a straight-line basis over their economic lives of 15 years for supplier agreement, six to 25 years for channel partner relationships, three to nine years for developed technology, three to eight years for capitalized development costs, and two to 25 years for customer relationships as this method most closely reflects the pattern in which the economic benefits of the assets will be consumed.
AdvertisingExpense (in Dollars)		$ 140,000	$ 16,000
Accounts receivable		46.80%	50.30%
Aggregate		29.30%
Minimum [Member] \| Supplier Agreements [Member]
Significant Accounting Policies (Details) [Line Items]
Intangible assets estimated useful lives	15 months
Minimum [Member] \| Channel partner relationships [Member]
Significant Accounting Policies (Details) [Line Items]
Intangible assets estimated useful lives	6 years
Minimum [Member] \| Developed Technology [Member]
Significant Accounting Policies (Details) [Line Items]
Intangible assets estimated useful lives	3 years
Minimum [Member] \| Capitalized development costs [Member]
Significant Accounting Policies (Details) [Line Items]
Intangible assets estimated useful lives	3 years
Minimum [Member] \| Customer Relationships [Member]
Significant Accounting Policies (Details) [Line Items]
Intangible assets estimated useful lives	2 years
Maximum [Member] \| Supplier Agreements [Member]
Significant Accounting Policies (Details) [Line Items]
Intangible assets estimated useful lives	15 years
Maximum [Member] \| Channel partner relationships [Member]
Significant Accounting Policies (Details) [Line Items]
Intangible assets estimated useful lives	25 years
Maximum [Member] \| Developed Technology [Member]
Significant Accounting Policies (Details) [Line Items]
Intangible assets estimated useful lives	9 years
Maximum [Member] \| Capitalized development costs [Member]
Significant Accounting Policies (Details) [Line Items]
Intangible assets estimated useful lives	8 years
Maximum [Member] \| Customer Relationships [Member]
Significant Accounting Policies (Details) [Line Items]
Intangible assets estimated useful lives	25 years

Notes Receivable (Details) - USD ($) $ in Millions	1 Months Ended
Notes Receivable (Details) - USD ($) $ in Millions	Apr. 30, 2021	Sep. 30, 2021	Jul. 31, 2021	Dec. 31, 2020	Sep. 30, 2020
Notes Receivable (Details) [Line Items]
Bears interest rate				195.00%	10.00%
Outstanding note balance		$ 3.4
Promissory note	$ 0.3
Principal amount					$ 3.1
Gryphon [Member]
Notes Receivable (Details) [Line Items]
Aggregate amount			$ 10.0
Bears interest rate			9.50%
Outstanding note balance		$ 10.1

Certain Balance Sheet Items (Details) - USD ($)	12 Months Ended
Certain Balance Sheet Items (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Certain Balance Sheet Items [Abstract]
Depreciation expense for property and equipment	$ 2,000	$ 4,000

Certain Balance Sheet Items (Details) - Schedule of summarizes inventories - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule of summarizes inventories [Abstract]
Raw materials	$ 108	$ 119	$ 92
Work in process	149	167	137
Finished goods	244	272	524
Total	$ 501	$ 558	$ 753

Certain Balance Sheet Items (Details) - Schedule of summarizes other current assets - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule of summarizes other current assets [Abstract]
Prepaid services	$ 1,037	$ 421	$ 23
Prepaid insurance	484	158	184
Transition service agreement		115	345
Deferred cost – service contracts	62	99
Other	103	14
Total other current assets	$ 1,686	$ 807	$ 670

- Definition

The aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date. which are usually due within one year (or one business cycle).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(11))
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 850
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-Section 50
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
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-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
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-Section 45
-Paragraph 1
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-URI http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Certain Balance Sheet Items (Details) - Schedule of summarizes other assets - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule of summarizes other assets [Abstract]
Prepaid property and equipment	$ 85,000
Prepaid insurance and services	284	385
Deferred cost – service contracts	13	56	$ 154
Other	3	2	4
Total other assets	$ 85,300	$ 443	$ 677

Intangible Assets (Details)				1 Months Ended	9 Months Ended		12 Months Ended
Intangible Assets (Details)	Aug. 12, 2021 USD ($) shares	Aug. 03, 2021 USD ($) $ / shares shares	Aug. 03, 2020 USD ($) $ / shares	Dec. 31, 2019 USD ($)	Sep. 30, 2021 USD ($) shares	Sep. 30, 2020 USD ($)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($)	Dec. 31, 2026 USD ($)	Aug. 31, 2021 $ / shares	Oct. 31, 2019 $ / shares	Aug. 31, 2019 $ / shares
Intangible Assets (Details) [Line Items]
Amortization expense					$ 834,000	$ 740,000	$ 104,000	$ 105,000	$ 127,000	$ 460,000	$ 615,000	$ 969,000	$ 1,026,000
Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year										$ 9,300,000	$ 2,400,000
Amortization Expense									$ 127,000
Finite-Lived Intangible Asset, Expected Amortization, Year Two								$ 105,000
Finite-Lived Intangible Asset, Expected Amortization, Year Three							$ 104,000
Finite-Lived Intangible Asset, Expected Amortization, Year Four														$ 104,000
Number of Reporting Units					200,000
Purchase of new bitcoin mining machines					$ 60,000
Common shares issued (in Shares) \| shares	4,500,000
Common shares with a fair value	$ 11,400,000
Common shares issued (in Shares) \| shares												628,320
Invest Purchase Agreement			$ 480,000
Common price per,shares (in Dollars per share) \| $ / shares															$ 4.25	$ 1.19	$ 1.29
Purchase price			1,560,000
Purchase Agreement			$ 96,000
Goodwill prior acquisitions													$ 1,400,000
Developed impairment charge													$206,000
Impairment charge				$ 70,000									$ 80,000
Series of Individually Immaterial Business Acquisitions [Member]
Intangible Assets (Details) [Line Items]
Common shares issued (in Shares) \| shares		480,000
Per share (in Dollars per share) \| $ / shares		$ 3.25
Purchase price		$ 1,560,000
Majestic Dragon Financial Services Ltd. [Member]
Intangible Assets (Details) [Line Items]
Common shares issued (in Shares) \| shares					135,000
Finder's fee					$ 456,000
Common Stock [Member]
Intangible Assets (Details) [Line Items]
Common price per,shares (in Dollars per share) \| $ / shares			$ 3.25

Intangible Assets (Details) - Schedule of intangible assets, net - USD ($)
$ in Thousands

Sep. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

$ 30,407

$ 18,903

$ 17,480

Accumulated amortization:

Finite-Lived Intangible Assets, Accumulated Amortization

(17,421)

(16,495)

(15,459)

Total finite-lived assets, net

12,986

2,408

2,021

Indefinite-lived intangible assets – trade names

200

Total intangible assets, net

13,186

2,608

2,301

Developed Technology Rights [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

13,117

13,323

Accumulated amortization:

Finite-Lived Intangible Assets, Accumulated Amortization

(13,117)

(12,682)

Supplier agreement [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

12,967

1,560

Accumulated amortization:

Finite-Lived Intangible Assets, Accumulated Amortization

(489)

(43)

Channel partner relationships [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

730

Accumulated amortization:

Finite-Lived Intangible Assets, Accumulated Amortization

(568)

(477)

(355)

Capitalized development costs [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

^[1]

3,213

3,116

3,047

Accumulated amortization:

Finite-Lived Intangible Assets, Accumulated Amortization

^[1]

(2,897)

(2,518)

(2,094)

Customer Relationships [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

380

Accumulated amortization:

Finite-Lived Intangible Assets, Accumulated Amortization

$ (350)

$ (340)

$ (328)

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

Investments (Details) - USD ($)	1 Months Ended
Investments (Details) - USD ($)	Nov. 30, 2021	Aug. 31, 2021	Apr. 30, 2021	Sep. 30, 2021	May 31, 2021
Investments (Details) [Line Items]
Aggregate of warrants (in Shares)				11,299,000	224,000
Sponsor paid		$ 5,400,000
Payment from investor		$ 1,000,000
Preferred shares received (in Shares)	1,879,699
Capital Stcok percentage	19.90%
Fair value	$ 2,100,000
Sponsor [Member]
Investments (Details) [Line Items]
Deferred offering costs			$ 25,000
Private Placement Warrants [Member]
Investments (Details) [Line Items]
Aggregate of warrants (in Shares)		5,395,000
Purchase Price (in Dollars per share)		$ 1
Class B Common Stock [Member]
Investments (Details) [Line Items]
Exchange for shares (in Shares)			2,875,000

Debt (Details)					1 Months Ended		9 Months Ended		12 Months Ended
Debt (Details)	Apr. 02, 2021 USD ($)	Mar. 10, 2021	Feb. 01, 2021 USD ($)	Apr. 09, 2020	Jul. 28, 2020	Mar. 23, 2020 USD ($) shares	Sep. 30, 2021 USD ($) shares	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($) shares	Dec. 30, 2020	Aug. 27, 2020 USD ($)	Jul. 02, 2019 USD ($)
Debt (Details) [Line Items]
Received loan proceeds amount			$ 447,400
Aggregate principal amount											$ 1,100,000
Interest per annum percentage											1.68%
Extension fee amount	$ 118,000
Penalty fee							$ 241,000
Common shares payment (in Shares) \| shares							468,225
Aggregate purchased units						200
Convertible debentures						$ 58,000
Convertible common shares (in Shares) \| shares						89,320
Warrant purchase amount (in Shares) \| shares						89,320
Cash proceeds						$ 575,000		$ 375,000
Offering paid amount						$ 150,000
Line of credit agreement maximum borrowing limit												$ 500,000
Agreement bear interest rate							6.50%
Convertible debentures									$ 58,000
(in Shares) \| shares									89,320
Paid directly									$ 150,000
Outstanding convertible debenture									$ 783,000
Aggregate common shares (in Shares) \| shares									1,205,820
Convertible debenture was held by related parties									$ 408,000
Common shares issued (in Shares) \| shares									628,320
Agreement bear interest rate												6.50%
Outstanding balance									$ 406,000
Settlement Agreement [Member]
Debt (Details) [Line Items]
Interest per annum percentage										1.68%
Aggregate principal amount									1,100,000
Forgiveness of liabilities									594,000
Fee Agreement [Member]
Debt (Details) [Line Items]
Debt, description	the Company and OMM entered into a Fee Agreement stating the OMM Note maturity date was extended to the earlier of (i) June 24, 2021, and (ii) the date that is five days following the first closing by the Company of its issuance and sale of debt or equity securities in a public offering or private placement transaction (such earlier date, the “Extension Date”). An extension fee in the amount of $118,000 is payable on or before the Extension Date and is included in accrued liabilities at December 31, 2020. If the OMM Note is not paid in full, including the extension fee, on the Extension Date an additional fee of $472,000 is due and payable on demand.
Purchase Agreement [Member]
Debt (Details) [Line Items]
Debt, description					the Company entered into a Securities Purchase Agreement with Oasis Capital (“Oasis”), a related party of the Company, pursuant to which the Company received $500,000 and issued to Oasis (i) an 8.0% original issue discount promissory note payable, with a six month term and aggregate principal amount of $615,000, and (ii) 90,000 common shares of the Company at $3.37 per share. A related party earned a fee of $40,000 for facilitating the transaction. At December 31, 2020, the Company had $304,000 outstanding, net of unamortized debt costs of $213,000 on the Oasis promissory note.
Exchange Agreement [Member]
Debt (Details) [Line Items]
Debt, description		the Company and Oasis Capital entered into an Exchange Agreement under which Oasis Capital surrendered the Oasis promissory note dated July 28, 2020 in exchange for a new convertible promissory note issued to Oasis Capital with (i) a principal amount of $796,159, (ii) interest rate of 8.0% per annum, (iii) a 12 month maturity date, and (iv) convertible into common shares of the Company (the “Conversion Shares”). The conversion price is 90% of the lowest volume weighted average price of the Company’s common shares during the 10 consecutive trading day period ending and including the trading day immediately preceding the delivery of the notice of conversion. The issuance of the Conversion Shares is subject to regulatory and NASDAQ approvals.
Subscription Agreements [Member]
Debt (Details) [Line Items]
Debt, description						the Company entered into subscription agreements by and among the Company and the investors party thereto, including the Advisor, a related party, for the purchase and sale of 725 units (collectively, the “Units” and individually, a “Unit”) for aggregate gross proceeds of $725,000 (the “Offering”), with each Unit consisting of (a) a 6% convertible debenture in the principal amount of $1,000, which is convertible at $0.6495 per share into 1,540 common shares of the Company, and (b) a warrant to purchase 1,540 common shares of the Company exercisable at any time on or before the third year anniversary date at an exercise price of $0.60 per share. The warrant includes a provision restricting the warrant holder from exercising it if the aggregate number of common shares held by the warrant holder equals or exceeds 5.0% of the issued and outstanding shares of the Company, calculated on a partially converted basis (i.e., assuming the conversion of all rights to receive common shares of the Company held by the warrant holder).
PPP Funds [Member]
Debt (Details) [Line Items]
Debt, description				the Company received loan proceeds in the amount of $667,400 (the “PPP Funds”) and entered into a loan agreement with Citizens National Bank of Texas pursuant to the CARES Act. The CARES Act was established in order to enable small businesses to pay employees during the economic slowdown caused by COVID-19 by providing forgivable loans to qualifying businesses for up to 2.5 times their average monthly payroll costs. The amount borrowed by the Company under the CARES Act is eligible to be forgiven provided that (a) the Company uses the PPP Funds during the eight to twenty-four week period after receipt thereof, and (b) the PPP Funds are only used to cover payroll costs (including benefits), and other allowed expenses. The amount of loan forgiveness will be reduced if, among other reasons, the Company does not maintain staffing or payroll levels. Principal and interest payments on any unforgiven portion of the PPP Funds (the “PPP Loan”) will be deferred for six months and accrue interest at a fixed annual rate of 1.0% and carry a two year maturity date.
Purchase Agreement [Member]
Debt (Details) [Line Items]
Debt, description					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.
Exchange Agreement [Member]
Debt (Details) [Line Items]
Debt, description		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.
PPP Funds [Member]
Debt (Details) [Line Items]
Debt, description				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 extinguishment of debt which is included in interest income and other, net. At September 30, 2021 there was no outstanding balance on the April 9, 2020 PPP Funds
Subscription Agreements [Member]
Debt (Details) [Line Items]
Debt, description						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).
Subscription Agreements [Member]
Debt (Details) [Line Items]
Cash									$ 575,000

Fair Value Measurements (Details) - Schedule of level for liabilities that are measured at fair value using significant unobservable inputs $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($)
Schedule of level for liabilities that are measured at fair value using significant unobservable inputs [Abstract]
Liability at January 1, 2021	$ 89
Liability at September 30, 2021	5
Reclassification to equity	$ (84)

Preferred Shares (Details)															1 Months Ended		9 Months Ended		12 Months Ended
Preferred Shares (Details)	Sep. 14, 2021 USD ($) shares	Jul. 13, 2021	Jul. 12, 2021 USD ($) $ / shares shares	May 06, 2021 $ / shares	Apr. 30, 2021 $ / shares shares	Apr. 08, 2021	Apr. 08, 2021	Mar. 03, 2021 shares	Sep. 17, 2020	Sep. 14, 2020 USD ($) shares	Apr. 30, 2020 USD ($) $ / shares shares	Mar. 06, 2020 $ / shares	Oct. 30, 2019	Aug. 31, 2019 USD ($) shares	Sep. 17, 2021	Apr. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Sep. 09, 2021 USD ($) shares	Mar. 31, 2021 shares	Mar. 09, 2021 shares	Oct. 31, 2019 shares	Jul. 31, 2019 shares
Preferred Shares (Details) [Line Items]
Exercise price (in Dollars per share) \| $ / shares																	$ 9.5
Common shares, issued														175,765			59,208,801		7,867,186	3,850,105			197,798	149,500
Preferred stock, shares outstanding																	1,000		9,355,778	8,443,778
Preferred Shares, issued																	1,000		9,355,778	8,443,778
Preferred Shares, per share (in Dollars per share) \| $ / shares
Interest expense (in Dollars) \| $																			$ 142,000	$ 292,000
Series G Preferred Shares [Member]
Preferred Shares (Details) [Line Items]
Percentage of common shares outstanding		4.99%
Common shares outstanding increased rate		9.99%
Preferred stock convertible, description																	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.
Number of investors			2
Issuance of aggregate share value (in Dollars) \| $			$ 10,000,000
Purchasers of aggregate warrants			2,000,000
Warrants term			3 years
Exercise price (in Dollars per share) \| $ / shares			$ 4
Shares converted			4,400,000														9,000
Common shares, issued																	3,272,728
Preferred stock, shares outstanding																	1,000
Series E Preferred Shares [Member]
Preferred Shares (Details) [Line Items]
Percentage of common shares outstanding									4.99%						4.99%
Common shares outstanding increased rate									9.99%						9.99%
Preferred stock convertible, description																	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.		Each Series E Preferred Share has a stated value of $1,000 and is convertible into the Company’s common shares at a conversion price equal to the lower of (i) 70% of the average of the three lowest volume weighted average prices of the common shares during the ten trading days immediately preceding, but not including, the conversion date and (ii) $2.00; however, in no event shall the conversion price be lower than $1.00 per share. The Series E Preferred Shares are non-voting and pay dividends at a rate of 8.0% per annum, payable quarterly.
Shares converted																	3,000
Common shares, issued																	2,456,918				250,000		250,000
Investor of shares	3,000									3,000
Net proceeds (in Dollars) \| $	$ 2,700,000									$ 2,700,000
Advisory fee (in Dollars) \| $	$ 240,000									$ 240,000
Fair value amount (in Dollars) \| $																					$ 653,000
Fair value penalty description						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 or September 19, 2021.
Series D Preferred Shares [Member]
Preferred Shares (Details) [Line Items]
Percentage of common shares outstanding				4.99%								4.99%
Common shares outstanding increased rate				9.99%								9.99%
Number of investors					2						2
Exercise price (in Dollars per share) \| $ / shares					$ 0.92						$ 0.92					$ 0.92
Shares converted																	909,000	785,000	785,000			895,000
Common shares, issued					1,694,000						1,694,000					1,694,000			785,000			895,000
Conversion price (in Dollars per share) \| $ / shares				$ 0.65								$ 0.65
Aggregate of shares											1,694,000					1,694,000
Aggregate amount (in Dollars) \| $											$ 1,100,000					$ 1,100,000			$ 550,000
Warrant exerisable period											5 years					5 years
Percentage of issued and outstanding											5.00%					5.00%
Stock issued																	909,000	785,000
Securities Purchase Agreement by acquiring shares																			847,000
Warrant to purchase common shares																			847,000
Common shares acquired																			211,745
Series D Preferred Shares [Member] \| Gora [Member]
Preferred Shares (Details) [Line Items]
Shares converted																			485,000
Common shares, issued																			485,000			348,000
Shares issued																						348,000
Series C Preferred Shares [Member]
Preferred Shares (Details) [Line Items]
Percentage of common shares outstanding													19.90%
Number of investors								2
Shares converted								1,600,000
Aggregate of shares								1,440,000
Preferred Shares, issued																			1,600,000
Preferred Shares, per share (in Dollars per share) \| $ / shares																			$ 1
Series C Preferred Shares [Member] \| SBC Investments Ltd [Member]
Preferred Shares (Details) [Line Items]
Common shares, issued								720,000
Series C Preferred Shares [Member] \| Tyrell Global Acquisitions Inc [Member]
Preferred Shares (Details) [Line Items]
Common shares, issued								720,000
Series A Preferred Shares [Member]
Preferred Shares (Details) [Line Items]
Shares converted																									6,500,000
Preferred Shares, issued																									6,500,000
Series B Preferred Shares [Member]
Preferred Shares (Details) [Line Items]
Common shares outstanding increased rate							9.99%
Preferred stock convertible, description																	The Series B Preferred Shares (i) were 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. In August 2021, all of the Series B Preferred Shares were converted and the Company issued 2,639,542 common shares of the Company, including 107,481 common shares for satisfaction of outstanding accrued Series B Preferred dividends. There are no Series B Preferred Shares outstanding at September 30, 2021.		The Series B Preferred Shares (i) are convertible into the Company’s common shares at a conversion rate equal to $1.00 per share, plus accrued and unpaid dividends, divided by an amount equal to 0.85 multiplied by a 15-day volume weighted average price per common share prior to the date the conversion notice is provided (the “Conversion Rate”), subject to a conversion price floor of $0.80, (ii) after November 13, 2020, fixed, preferential, cumulative cash dividends at the rate of 8.0% of the Series B Preferred Shares subscription price per year, and (iii) carry a liquidation preference equal to the subscription price per Series B Preferred Share plus any accrued and unpaid dividends.
Shares converted																									6,500,000
Preferred Shares, issued														343,778											6,843,778
Accrued liabilities (in Dollars) \| $																	$ 0	$ 71,000
Related party preferred dividends (in Dollars) \| $																	$ 329,000	$ 0
Fair value (in Dollars) \| $														$ 343,778

Share Capital (Details) - USD ($)								1 Months Ended				9 Months Ended	12 Months Ended
Share Capital (Details) - USD ($)	Aug. 04, 2020	Jun. 19, 2020	Jun. 16, 2020	Jun. 01, 2020	Apr. 24, 2020	Aug. 31, 2019	Jul. 31, 2019	Aug. 31, 2021	May 31, 2021	May 31, 2020	Oct. 31, 2019	Sep. 30, 2021	Dec. 31, 2020	Oct. 14, 2021	Oct. 01, 2021	Mar. 09, 2021	Oct. 26, 2020	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Share Capital (Details) [Line Items]
Aggregate common shares												22,600,000
Warrants to purchase common shares									224,000			11,299,000
Common shares offering price (in Dollars per share)									$ 1.375			$ 8.5
Warrant exercise price (in Dollars per share)												$ 9.5
Warrant exercisable, description												Each warrant is exercisable for one common share and is immediately exercisable and will expire five years from the issuance date. A holder (together with its affiliates) may not exercise any portion of such holder’s warrants to the extent that the holder would own more than 4.99% of the Company’s outstanding common shares immediately after exercise, except that upon notice from the holder to the Company, the holder may decrease or increase the limitation of ownership of outstanding stock after exercising the holder’s warrants up to 9.99% of the number of common shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants, provided that any increase in such limitation shall not be effective until 61 days following notice to the Company.
Commission and other offering expenses (in Dollars)									$ 6,800,000
Crypto currency, description												The proceeds will be used, in part, towards the purchase of 60,000 crypto mining machines (“miners”).
Sale of stock								2,488,530	11,000,000
Price per common share (in Dollars per share)						$ 1.29		$ 4.25			$ 1.19
Sale of stock, description								(a) one common share of the Company, (b) a warrant to purchase one common share of the Company at an exercise price of $6.50 per share immediately exercisable and will expire three years from the issuance date (the “A Warrant”), and (c) a warrant to purchase one common share of the Company at an exercise price of $7.50 per share immediately exercisable and will expire three years from the issuance date (the “B Warrant”) (collectively the “August 2021 Warrants”).
Issued and outstanding percentage								4.99%
Number of warrants									224,000
Aggregate of common shares								213,916
Cash (in Dollars)												$ 100,521,000	$ 461,000					$ 2,896,000	$ 149,000	$ 341,000
Net proceeds (in Dollars)								$ 10,100,000
Common stock shares issued						175,765					149,500	59,208,801	7,867,186			197,798			3,850,105
Issued of common shares									700,000
Common shares certificates									600,000
Fair value of stock (in Dollars)									$ 795,000
Worth of common shares (in Dollars)									$ 11,000,000			$ 1,700,000
Floor price per share (in Dollars per share)									$ 1,740,000
Gross proceeds (in Dollars)												1,300,000
Consulting agreement, description					the Company entered into a consulting agreement with ROK Consulting Inc. (“ROK”) to provide consulting services to the Company in the area of corporate finance, investor communications and financial and investor public relations (the “ROK Consulting Agreement”). As compensation for ROK’s services to be provided pursuant to the ROK Consulting Agreement, in addition to cash compensation, the Company agreed to issue to ROK 375,000 common shares of the Company.
Subscription agreement,of description											the Company entered into a related party subscription agreement and issued 330,000 common shares of the Company at $1.07 per share to a vendor in exchange for the satisfaction of certain accounts payable. The aggregate amount of the obligations shall be reduced by the cash proceeds actually received by the vendor from the sale of the shares by the vendor.
Purchase agreement						251,823
Received of gross proceeds (in Dollars)						$ 325,000	$ 480,000
Common stock shares amount							240,000
Purchase price per share (in Dollars per share)							$ 2
Aggregate warrants													1,860,320
Exercise of warrants received (in Dollars)													$ 478,000
Subsequent Event [Member]
Share Capital (Details) [Line Items]
Warrant exercise price (in Dollars per share)															$ 6
Common stock shares issued														1,500,000
Common stock shares issued													743,820
Maxim Group LLC [Member]
Share Capital (Details) [Line Items]
Commission and other offering expenses (in Dollars)												$ 176,300,000
OTC Hospitality Group [Member]
Share Capital (Details) [Line Items]
Cash (in Dollars)								$ 456,000
Oasis Common Shares [Member]
Share Capital (Details) [Line Items]
Common stock shares issued												630,000
Groupe Parameus Corp [Member]
Share Capital (Details) [Line Items]
Issued of common shares			200,000
Prepayment cash (in Dollars)				$ 150,000
Restricted stock award				100,000
Non qualified stock option				100,000
purchase of common stock shares				50,000
Exercise price per share (in Dollars per share)				$ 2.52
Fair value (in Dollars)			$ 504,000
ROK Consulting Inc [Member]
Share Capital (Details) [Line Items]
Common stock shares issued	225,000	150,000
Fair value (in Dollars)	$ 725,000	$ 360,000
Oasis Capital, LLC [Member]
Share Capital (Details) [Line Items]
Price per common share (in Dollars per share)										$ 11,000,000			$ 1.58
Common stock shares issued																	30,000
Equity purchase agreement (in Dollars)										$ 11,000,000			$ 389,000
Shares issued													200,000
Oasis capital for gross proceeds (in Dollars)													$ 720,000
A Warrants [Member]
Share Capital (Details) [Line Items]
Number of warrants								106,958
B Warrants [Member]
Share Capital (Details) [Line Items]
Number of warrants								106,958
Common Stock [Member] \| Oasis Capital, LLC [Member]
Share Capital (Details) [Line Items]
Common stock shares issued													315,000
Public offering [Member]
Share Capital (Details) [Line Items]
Price per common share (in Dollars per share)									$ 1.25
Common stock shares issued									5,600,000

Share Capital (Details) - Schedule of outstanding warrants to purchase common shares - USD ($)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2021

Class of Warrant or Right [Line Items]

Number outstanding

$ 19,512,039

$ 2,786,534

^[1]

August 2017 [Member]

Class of Warrant or Right [Line Items]

Contractual life (years)

5 years

Exercise price (in Dollars per share)

$ 42

Number outstanding

$ 37,500

Expiration

August 11, 2022

August 2017 [Member]

Class of Warrant or Right [Line Items]

Contractual life (years)

5 years

Exercise price (in Dollars per share)

$ 42

Number outstanding

$ 11,876

Expiration

August 16, 2022

August 2017 [Member]

Class of Warrant or Right [Line Items]

Contractual life (years)

5 years

Exercise price (in Dollars per share)

$ 42

Number outstanding

$ 25,625

Expiration

August 22, 2022

April 2018 [Member]

Class of Warrant or Right [Line Items]

Contractual life (years)

5 years

Exercise price (in Dollars per share)

$ 5.6

Number outstanding

$ 111,563

Expiration

April 17, 2023

March 2020 [Member]

Class of Warrant or Right [Line Items]

Contractual life (years)

3 years

Exercise price (in Dollars per share)

$ 0.6

Number outstanding

$ 31,000

$ 905,820

Expiration

March 23, 2023

April 2020 [Member]

Class of Warrant or Right [Line Items]

Contractual life (years)

5 years

Exercise price (in Dollars per share)

$ 0.92

Number outstanding

$ 579,500

$ 1,694,000

Expiration

April 30, 2025

May 2021 [Member]

Class of Warrant or Right [Line Items]

Contractual life (years)

5 years

Exercise price (in Dollars per share)

$ 1.375

Number outstanding

$ 224,000

Expiration

May 27, 2026

July 2021 [Member]

Class of Warrant or Right [Line Items]

Contractual life (years)

3 years

Exercise price (in Dollars per share)

$ 4

Number outstanding

$ 2,000,000

Expiration

^[2]

August 2021 [Member]

Class of Warrant or Right [Line Items]

Contractual life (years)

3 years

Exercise price (in Dollars per share)

$ 6.5

Number outstanding

$ 2,595,488

Expiration

August 25, 2024

August 2021 [Member]

Class of Warrant or Right [Line Items]

Contractual life (years)

3 years

Exercise price (in Dollars per share)

$ 7.5

Number outstanding

$ 2,595,488

Expiration

August 25, 2024

September 2021 [Member]

Class of Warrant or Right [Line Items]

Contractual life (years)

5 years

Exercise price (in Dollars per share)

$ 9.5

Number outstanding

$ 11,299,999

Expiration

September 8, 2026

[1]	Includes 1,860,320 of warrants to purchase common shares, in the aggregate, outstanding to related parties at December 31, 2020.
[2]	These warrants require shareholder approval to exercise, which has not occurred as of September 30, 2021, and expire on the third anniversary of the initial exercise date.

Equity Incentive Plans (Details) - USD ($)	1 Months Ended		3 Months Ended			9 Months Ended		12 Months Ended
Equity Incentive Plans (Details) - USD ($)	Dec. 31, 2019	Mar. 26, 2019	Jun. 30, 2021	Sep. 30, 2020	Jun. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Equity Incentive Plans (Details) [Line Items]
Unrecognized compensation expense						$ 53,000
Weighted average period						3 months
Common shares authorized for issuance (in Shares)								1,255,860
Equity incentive plans description								(i) 10% of the total number of common shares issued and outstanding on December 31 of the immediately preceding calendar year, or (ii) such number of common shares as may be established by the Board.
Share based award for future grant (in Shares)								51,500
Interest rate				10.00%			10.00%	195.00%
Fair value of RSUs								$ 17,000	$ 200,000
RSU granted			$ 799,000	$ 406,000	$ 377,000			$ 783,000
Estimated fair value		$ 2.51
Equity Option [Member]
Equity Incentive Plans (Details) [Line Items]
Interest rate								125.00%
Restricted Stock Awards [Member]
Equity Incentive Plans (Details) [Line Items]
Granted fully vested awards (in Shares)				400,841		301,880	400,841
Fair value of RSA	$ 200,000					$ 1,400,000	$ 771,000	$ 800,000
Restricted Stock Units (RSUs) [Member]
Equity Incentive Plans (Details) [Line Items]
Grand fair value total								$ 100,000	$ 1,300,000
RSU granted		$ 100,000
Employee Stock Purchase Plan [Member]
Equity Incentive Plans (Details) [Line Items]
Purachse of common shares (in Shares)								37,500	37,500

Equity Incentive Plans (Details) - Schedule of compensation expense related to its share-based compensation awards - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	$ 299	$ 5	$ 5	$ 637
Sales and marketing [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	130	2	2	279
Research and development [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense		3	3	61
General and administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	$ 169			$ 297

Net Loss Per Share (Details) - Schedule of anti-dilutive common share equivalents excluded from the computation of diluted net loss per share - shares	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Schedule of anti-dilutive common share equivalents excluded from the computation of diluted net loss per share [Abstract]
Preferred shares issued and outstanding	1,000	9,355,778
Common share purchase warrants	19,512,039	2,901,182	2,786,534	205,562
Options and RSUs outstanding	71,728	101,175	101,175	2,600

Related Party Transactions (Details) - USD ($)				1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
Related Party Transactions (Details) - USD ($)	Feb. 09, 2021	Mar. 23, 2020	Oct. 31, 2019	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	May 31, 2021	Mar. 26, 2021	Mar. 16, 2021	Jul. 14, 2020
Related Party Transactions (Details) [Line Items]
Conversion description						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 September 30, 2021 and December 31, 2020, other current assets included nil and $115,000, respectively, for prepayment of services under the TSA.
Net expenses					$ 74,000	$ 261,000
Accounts payable and accrued liabilities							$ 247,000	$ 207,000
Common shares received (in Shares)		1,542,082
Classified of related party		$ 1,542,082
Acquired common shares (in Shares)		231,000
Prepayment of future services				$ 150,000
Conversion agreement of,description			the Company entered into a conversion agreement by and among the Company, HVE and Overland under which Overland agreed to convert the following debt, accrued payables and prepayment of future goods and services into 1,600,000 Series C Preferred Shares of the Company valued at $1.00 per share: (i) principal and accrued interest of $520,000 under the Secured Promissory Note dated November 13, 2018 by and among the Company, HVE and Overland; (ii) accrued fees of $632,000 under the TSA dated November 13, 2018 by and among the Company and Overland; and (iii) prepayment of $448,000 for future goods and services under the TSA.
Remaining prepaid					$ 284,000	$ 284,000	385,000
Net expense incurred							230,000	$ 525,000
Outstanding liabilities							1,700,000
Owned percentage					62.00%	62.00%
Common stock price per share (in Dollars per share)					$ 8.5	$ 8.5			$ 1.375
Gryphon Digital Mining, Inc. [Member]
Related Party Transactions (Details) [Line Items]
Granted shares of common stock (in Shares)	62,340
Issuance of common stock (in Shares)											16,667
Common stock price per share (in Dollars per share)											$ 2.4
Common stock value, total											$ 40,000
Cash for advisory services											$ 64,000
Cancellation and exchange agreement to cancel shares (in Shares)										16,667
Common stock in exchange for issuance of shares (in Shares)										16,667
TSA [Member]
Related Party Transactions (Details) [Line Items]
Remaining prepaid							$ 115,000
Ontario Limited [Member]
Related Party Transactions (Details) [Line Items]
Common shares received (in Shares)		1,542,082
Prepayment of future services				$ 1,542,082
DecentraNet, LLC [Member] \| Gryphon Digital Mining, Inc. [Member]
Related Party Transactions (Details) [Line Items]
Owned percentage					48.00%	48.00%
Payment for advisory services	$ 150,000
Torrington Amendment [Member]
Related Party Transactions (Details) [Line Items]
Common shares received (in Shares)												1,800,000

Commitments and Contingencies (Details)				1 Months Ended				9 Months Ended	12 Months Ended
Commitments and Contingencies (Details)	May 12, 2021 USD ($) shares	Apr. 14, 2021	Jan. 14, 2021	Aug. 31, 2021 USD ($) shares	Aug. 19, 2021	Jul. 31, 2021 USD ($) shares	May 31, 2021 USD ($)	Sep. 30, 2021 USD ($) shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($) shares	Dec. 31, 2022 USD ($)	Mar. 09, 2021 shares	Oct. 31, 2019 shares	Aug. 31, 2019 shares
Commitments and Contingencies (Details) [Line Items]
Remaining payable								$ 220,700,000
Majestic dragon financial services, description								(i) 3.0% of the Hertford Agreement transaction, paid in common shares, which amount shall be paid concurrently with any payment made to Hertford for the placement of the assets to the Company from Hertford pursuant to the terms of the Hertford Agreement, and (ii) 100 Bitcoin per year for a period of two years, payable from the first coin mined in the corresponding year.
Common shares issued (in Shares) \| shares								59,208,801	7,867,186	3,850,105		197,798	149,500	175,765
Fair value of stock							$ 795,000
Deferred costs								$ 75,000	$ 154,000	$ 300,000
Rent expenses									$ 200,000	$ 200,000
Gryphon Digital Mining, Inc. [Member]
Commitments and Contingencies (Details) [Line Items]
Common shares issued (in Shares) \| shares								13,697,777	9,550,000
Consulting agreements ,description			the Company entered into a consulting agreement (“Consulting Agreement”) with Chang Advisory Inc. for Robby Chang (“Consultant”), to serve as the Company’s Chief Executive Officer and as a member of the Board of Directors. The Consulting agreement will continue until terminated by either the Consultant or The Company. The Consultant will be paid $175,000 (Canadian dollars) per year and shall increase to approximately $300,000 (Canadian dollars) upon the closing of either i) an equity financing totaling at least $5,000,000 (Canadian dollars); or (ii) a debt and equity financing totaling at least $10,000,000 (Canadian dollars) (either (i) or (ii) being a “Qualifying Financing”). If a Qualifying Financing occurs within 90 days from the Effective Date, then the invoicing exception for the first ninety days shall no longer apply and the Consultant shall be entitled to immediately invoice for all completed 30-day periods up to the date of the Qualifying Financing. Upon the closing of the private placement offering on March 16, 2021, the Company meet the criteria for a Qualified Offering; therefore, the consulting compensation increased to $300,000 annually.
Director fee	$ 200,000
Agreed to repurchase amount	$ 1,000,300,000
Agreed to repurchase shares (in Shares) \| shares	300,000
Compensation services receive amount (in Shares) \| shares						177,380
Common stock total value						$ 3,000,000
Increments percentage						25.00%
Net operating profit percentage					22.50%
Bitmain miner purchase agreement, description		the Company entered into an agreement to purchase bitcoin mining equipment (“Purchase Agreement”) with Bitmain Technologies Limited (“Bitmain”). The Purchase Agreement is for the purchase of 7,200 machines for approximately $44,109,000, which will be delivered 600 machines each month starting in August 2021 through July of 2022.
Contract value								$ 3,656,000
Paid deposits								28,038,000
BitFuFu Machine Purchase Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Down payment								$ 85,000,000
Majestic Dragon Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Common shares issued (in Shares) \| shares				135,000
Fair value of stock				$ 456,000
Forecast [Member] \| BitFuFu Machine Purchase Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Number of machines											60,000
Aggregate value											$ 305,700,000

Commitments and Contingencies (Details) - Schedule of warranty and extended warranty - Deferred Revenues [Member] - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Product Warranty Liability [Line Items]
Liability at January 1, 2021	$ 739
Settlements made during the period	(663)	$ (817)	$ (1,087)
Change in liability for warranties issued during the period	349	447	725
Change in liability for pre-existing warranties
Liability at September 30, 2021	425	739
Current liability	331	438
Non-current liability	94	301
Liability at September 30, 2021	$ 425	$ 739

Subsequent Events (Details) - USD ($)													1 Months Ended								9 Months Ended	12 Months Ended
Subsequent Events (Details) - USD ($)	Oct. 14, 2021	Oct. 08, 2021	Oct. 05, 2021	Oct. 01, 2021	Apr. 14, 2021	Mar. 10, 2021	Feb. 28, 2021	Feb. 17, 2021	Feb. 10, 2021	Feb. 03, 2021	Feb. 02, 2021	Jan. 14, 2021	Dec. 29, 2021	Aug. 31, 2021	Aug. 19, 2021	May 31, 2021	Mar. 22, 2021	Mar. 21, 2021	Mar. 16, 2021	Feb. 17, 2021	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Oct. 31, 2021	Jun. 03, 2021	May 27, 2021	Mar. 26, 2021	Mar. 24, 2021	Mar. 18, 2021	Mar. 09, 2021	Oct. 31, 2019	Aug. 31, 2019
Subsequent Events (Details) [Line Items]
Common stock issued																					59,208,801	7,867,186	3,850,105							197,798	149,500	175,765
Exercise price per share (in Dollars per share)																					$ 9.5
Subsequent event, description								The Company’s By-laws required a quorum of at least 25%, instead of the 33⅓% threshold required for a domestic issuer by the Quorum Rule.
Granted shares																							100,000
Sale of shares														2,488,530		11,000,000
Issue price (in Dollars per share)																$ 1.375					$ 8.5
Preferred stock issued																					1,000	9,355,778	8,443,778
Exchange agreement common shares																					22,600,000
Common stock valued (in Dollars)																					$ 425,860,000	$ 192,406,000	$ 186,161,000
Additional loan (in Dollars)																					2,500,000
Principal amount (in Dollars)																					$ 12,500,000
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Common stock issued	1,500,000
Warrants term				3 years
Exercise price per share (in Dollars per share)				$ 6
Written notice to sphere term			180 days
Price per share (in Dollars)	$ 4
Preferred stock convertible, description	the Company and Filecoiner, Inc. (“Filecoiner”) entered into an acquisition agreement under which Sphere’s wholly-owned subsidiary HVE sold the assets, including intellectual property, associated with Sphere’s Snap product line to Filecoiner, in exchange for 1,000 shares of Series B preferred stock of Filecoiner (“Filecoiner Series B Preferred Stock”) with an aggregate stated value equal to $8.0 million. The preferred shares have a liquidation preference of $1,000 per share, do not accrue dividends nor have voting rights. Filecoiner will use 1.5% of its annual gross revenue to redeem any outstanding shares of Filecoiner Series B Preferred Stock. This amount will be paid to the holder of the Filecoiner Series B Preferred Stock within 15 days of the completion of Filecoiner’s audited financial statements During any 12-calendar month period, 25% of the shares of Series B Preferred Stock shall be convertible at the option of the holder thereof at any time into a number of shares of common stock determined by dividing (i) the original issue price by (ii) the conversion price then in effect. The initial conversion price for the Series B Preferred Stock shall be equal to $8.00 per share.
Agreement description			On October 5, 2021, the Company entered into s Sub-License and Delegation Agreement (“Hosting Sub-Lease”) by and between Gryphon and the Company, which assigned to the Company certain Master Services Agreement, dated as of September 12, 2021 (the “MSA”), by and between Core Scientific, and Gryphon and Master Services Agreement Order #2 (“Order 2”). The agreement allows for approximately 230 MW of carbon neutral bitcoin mining hosting capacity to be managed by Core Scientific as hosting partner. The agreement features the installation of digital asset miners at Core Scientific’s net carbon neutral blockchain data centers over the course of 14 months. As part of the agreement, Core Scientific will provide digital mining fleet management and monitoring solution, Minder™, data analytics, alerting, monitoring, and miner management services. On October 8, 2021, the Company paid $16.3 million to Gryphon for Order 2. The remaining commitment of $35.0 million is to be paid over the next 14 months.
Preferred stock convertible, description			On October 5, 2021, the Company issued 579,500 common shares for the exercise of certain outstanding warrants and received proceeds of $533,000.On October 5, 2021, the holder of the Company’s Series G Preferred Shares converted 1,000 Series G shares for 363,636 common shares. There are no Series G Preferred Shares outstanding following this conversion.
Gryphon Digital Mining, Inc. [Member]
Subsequent Events (Details) [Line Items]
Shares converted																					5,370,977
Common stock issued																					13,697,777	9,550,000
Subsequent event, description															On October 8, 2021, the Company entered into a Sub-License and Delegation Agreement (“SL&DA”) with Sphere 3D, whereby the Company (i) exclusively sub-licensed to Sphere its rights to access and use the Company Facility pursuant to Order 2 and (ii) delegated to Sphere all of its obligations to make payments to Core pursuant to Order 2.						Company made the scheduled payments under the bitcoin mining equipment agreement, for October, November and December 2021, of $3,303,000, $3,091,000 and $3,134,000, respectively. Also, in October, November and December 2021, the Company received 600, 600 and 800, respectively, bitcoin mining machines.
Total number of common stock																					100,000,000	100,000,000
Total number of preferred stock																					13,000,000	13,000,000
Installments shares																									46,486
Number of undesignated preferred stoc																					13,000,000
Issue price (in Dollars per share)																			$ 2.4
Preferred stock issued																						0				248,831
Common stock valued (in Dollars)																					$ 2,000	$ 1,000
Gryphon Digital Mining, Inc. [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Common stock issued																												5,011,772
Issued of common shares		111,111
Subsequent event, description					the Company entered into an agreement to purchase bitcoin mining equipment (“Purchase Agreement”). The Purchase Agreement is for the purchase of approximately $51,000,000 for 7,200 machines, which will be delivered 600 machines each month starting in August 2021 through July of 2022. On the execution of the Purchase Agreement, the Company made a payment of $12,000,000 with schedule payments,				the Company entered into an agreement with an entity to serve as advisor to the Company for a period of two years. As compensation for the services, the individual was granted 62,340 shares of the Company’s common stock to vest monthly over a period of 24 months. In addition to the stock grant, the advisor shall be granted a percentage of gross revenues for any business partnership brought to the Company by the advisor. The Commission percentage shall be 5% for year one gross revenues and 3% for year two gross revenues, after which no further commissions shall be owed. Where Company is raising equity offering a utility token and has an opinion letter from an AmLaw100 firm or SEC no action letter confirming this; or where Advisors team may act as Tier 1 or Tier 2 finders under guidance, advisor or it’s team may obtain referral-based cash compensation for funds raised through its network equal to 5% of funds raised. Should the total equity raised via advisor’s network exceed $5,000,000, advisor will be entitled to a success fee equal to 2% of the Company’s total equity. Should the total equity raised via advisor’s network exceed $10,000,000, advisor will be entitled to an additional success fee equal to 3% of the Company’s total equity, bringing the total success fee to 5% of the Company’s total equity.		shareholders owning 9,550,000 shares agreed to contribute an additional $0.002 per share for a total additional capital contribution of approximately $19,000. The Company agreed to issue an additional 2,757,500 shares of the Company’s common stock, to individuals considered to be key to the creation of the future business plan and operation of the Company. In addition, the Company agreed to issue 134,924 shares of the Company’s common stock to unrelated third parties for cash of $540.
Total number of common stock											100,000,000
Common stock per value (in Dollars per share)											$ 0.0001
Total number of preferred stock											1,000,000																	6,000,000
Preferred stock per value (in Dollars per share)											$ 0.0001																	$ 0.0001
Original shareholder transferred											1,000,000
Granted shares						92,000												75,000
Sale of shares																			5,913,510
Common stock per share (in Dollars per share)																			$ 2.4
Total proceed (in Dollars)																			$ 14,192,000
Convertible preferred equity securities																													50,000,000
Installments shares																		18,750
Designation preferred stock																	6,000,000
Issue price (in Dollars per share)																												$ 2.4
Preferred stock issued																												5,011,772
Exchange agreement common shares																											5,005,469
Exchange agreement preferred shares																											5,005,469
Prepayments (in Dollars)		$ 16,308,665
Common stock valued (in Dollars)																								$ 1,500,000
Westworld [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Warrants purchased				850,000
PPP Funds [Member]
Subsequent Events (Details) [Line Items]
Funds amount (in Dollars)										$ 447,400
Fixed annual rate										1.00%
RSA Grants [Member]
Subsequent Events (Details) [Line Items]
Issued of common shares							101,880
Common shares value (in Dollars)							$ 279,000
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Master services agreement description													Sphere 3D and Gryphon agreed to extend the initial term of the Sphere 3D MSA from three to four years, or to five years in the event Sphere 3D does not receive delivery of a specified minimum number of Bitcoin mining machines during 2022.
Merger agreement description													Sphere 3D in the Merger from approximately 111,000,000 to approximately 122,000,000, with an effective exchange ratio of approximately 5.31.
Private placement description																					Company completed a private placement offering of 111,111 units at a price per unit of $13.50 for an aggregate amount of approximately $1,500,000, each unit consisting of one share of the Company’s common stock and one warrant (“Purchase Warrants”) to purchase one share of the Company’s common stock. The Purchase Warrants will entitle the holder, for a period of three years from the Closing Date, to purchase one share of the Company’s common stock, or its successor, at an exercise price equal to $0.01 per share, subject to equitable adjustment for any stock splits, stock dividends or reorganization transactions having a similar effect. The Purchase Warrants will only be exercisable for cash. The Company may force the exercise of the Purchase Warrants if, at any time following the one year anniversary of the Closing Date, (i) the Company is listed on a national securities exchange or international equivalent as determined by Company’s board of directors, (ii) the underlying common stock is registered or the investors otherwise have the ability to trade the common stock without restriction, (iii) the 30-day volume-weighted daily average price of the common stock exceeds 200% of the exercise price, as adjusted and (iv) the average daily trading volume is at least 250,000 shares of common stock during such 30-day period.
Consulting Agreement [Member] \| Gryphon Digital Mining, Inc. [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Subsequent event, description												the Company entered into a consulting agreement (“Consulting Agreement”) with Chang Advisory Inc. for Robby Chang (“Consultant”), to serve as the Company’s Chief Executive Officer and as a member of the Board of Directors. The Consulting agreement will continue until terminated by either the Consultant or The Company. The Consultant will be paid $175,000 (Canadian dollars) per year and shall increase to approximately $300,000 (Canadian dollars) upon the closing of either i) an equity financing totaling at least $5,000,000 (Canadian dollars); or (ii) a debt and equity financing totaling at least $10,000,000 (Canadian dollars) (either (i) or (ii) being a “Qualifying Financing”). If a Qualifying Financing occurs within 90 days from the Effective Date, then the invoicing exception for the first ninety days shall no longer apply and the Consultant shall be entitled to immediately invoice for all completed 30 day periods up to the date of the Qualifying Financing.The Compensation Committee shall review Consultant’s Annual Fee not less frequently than on each December 31st during the Engagement Term. Consultant will be eligible for periodic increases in the Annual Fee under the Company’s normal policies and procedures for executive salary increases which currently provides for annual reviews of executive salaries. Consultant’s Annual Fee for any year may not be reduced below the Consultant’s Annual Fee for the prior year without the written consent of both Consultant and the Company.
Series H Preferred Stock [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Common shares outstanding increased rate				9.99%
Shares converted				1,000
Common stock issued				1,000
Series H Preferred Stock [Member] \| Hertford [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Issued of common shares				96,000
Series H Preferred Stock [Member] \| BitFuFu [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Deposit amount (in Dollars)				$ 85,000,000
Series H Preferred Stock [Member] \| Majestic Dragon agreement [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Issued of common shares				2,880,000
Fair value fee (in Dollars)				$ 17,200,000
Minimum [Member] \| Gryphon Digital Mining, Inc. [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Construction cost percentage																				25.00%
Number of undesignated preferred stoc																												1,000,000
Maximum [Member] \| Gryphon Digital Mining, Inc. [Member] \| Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Construction cost percentage																				75.00%
Number of undesignated preferred stoc																												20,000,000

Fair Value Measurements (Details) - Schedule of level for liabilities that are measured at fair value using significant unobservable inputs $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Schedule of level for liabilities that are measured at fair value using significant unobservable inputs [Abstract]
Warrant liability as of January 1, 2020
Additions to warrant liability	186
Reclassification to equity	(97)
Warrant liability as of December 31, 2020	$ 89

Certain Balance Sheet Items (Details) - Schedule of inventories - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule of inventories [Abstract]
Raw materials	$ 108	$ 119	$ 92
Work in process	149	167	137
Finished goods	244	272	524
Total	$ 501	$ 558	$ 753

Certain Balance Sheet Items (Details) - Schedule of other current assets - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule of other current assets [Abstract]
Prepaid services	$ 1,037	$ 421	$ 23
Prepaid insurance	484	158	184
Transition service agreement, related party		115	345
Deferred cost – service contracts		99	118
Other	103	14
Total other current assets	$ 1,686	$ 807	$ 670

- Definition

+ References

+ Details

Certain Balance Sheet Items (Details) - Schedule of property and equipment - USD ($)
$ in Thousands

Dec. 31, 2020

Dec. 31, 2019

Property, Plant and Equipment [Line Items]

Accumulated depreciation

^[1]

$ (291)

$ (289)

Property and equipment, net

Computer Equipment [Member]

Property, Plant and Equipment [Line Items]

Property and equipment, gross

^[1]

$ 291

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

Certain Balance Sheet Items (Details) - Schedule of other assets - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule of other assets [Abstract]
Prepaid Insurance		$ 385	$ 519
Deferred cost – service contracts	$ 13	56	154
Other	3	2	4
Total other assets	$ 85,300	$ 443	$ 677

Investment in Affiliate (Details) $ in Millions	1 Months Ended
Investment in Affiliate (Details) $ in Millions	Nov. 30, 2018 USD ($) shares
Investment In Affiliate [Abstract]
SVTP preferred shares \| shares	1,879,699
Discontinued operation, ownership interest after disposal	19.90%
Fair value \| $	$ 2.1

Intangible Assets and Goodwill (Details) - Schedule of intangible assets, net - USD ($)
$ in Thousands

Sep. 30, 2021

Dec. 31, 2020

Dec. 31, 2019

Finite-Lived Intangible Assets [Line Items]

Total finite-lived assets, gross

$ 30,407

$ 18,903

$ 17,480

Accumulated amortization

(17,421)

(16,495)

(15,459)

Total finite-lived assets, net

12,986

2,408

2,021

Indefinite-lived intangible assets – trade names

200

280

Total intangible assets, net

2,608

2,301

Developed technology [Member]

Finite-Lived Intangible Assets [Line Items]

Total finite-lived assets, gross

13,117

13,323

Accumulated amortization

(13,117)

(12,682)

Supplier agreement [Member]

Finite-Lived Intangible Assets [Line Items]

Total finite-lived assets, gross

12,967

1,560

Accumulated amortization

(489)

(43)

Channel partner relationships [Member]

Finite-Lived Intangible Assets [Line Items]

Total finite-lived assets, gross

730

Accumulated amortization

(568)

(477)

(355)

Capitalized development costs [Member]

Finite-Lived Intangible Assets [Line Items]

Total finite-lived assets, gross

^[1]

3,213

3,116

3,047

Accumulated amortization

^[1]

(2,897)

(2,518)

(2,094)

Customer relationships [Member]

Finite-Lived Intangible Assets [Line Items]

Total finite-lived assets, gross

380

Accumulated amortization

$ (350)

$ (340)

$ (328)

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

Share Capital (Details) - Schedule of outstanding warrants to purchase common shares - USD ($)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2021

Class of Warrant or Right [Line Items]

Number outstanding

$ 19,512,039

$ 2,786,534

^[1]

March 2016 [Member]

Class of Warrant or Right [Line Items]

Contractual life (years)

5 years

Exercise price per share (in Dollars per share)

$ 500

Number outstanding

$ 150

Expiration

March 4, 2021

August 2017 [Member]

Class of Warrant or Right [Line Items]

Contractual life (years)

5 years

Exercise price per share (in Dollars per share)

$ 42

Number outstanding

$ 37,500

Expiration

August 11, 2022

August 2017 [Member]

Class of Warrant or Right [Line Items]

Contractual life (years)

5 years

Exercise price per share (in Dollars per share)

$ 42

Number outstanding

$ 11,876

Expiration

August 16, 2022

August 2017 [Member]

Class of Warrant or Right [Line Items]

Contractual life (years)

5 years

Exercise price per share (in Dollars per share)

$ 42

Number outstanding

$ 25,625

Expiration

August 22, 2022

April 2018 [Member]

Class of Warrant or Right [Line Items]

Contractual life (years)

5 years

Exercise price per share (in Dollars per share)

$ 5.6

Number outstanding

$ 111,563

Expiration

April 17, 2023

March 2020 []Member

Class of Warrant or Right [Line Items]

Contractual life (years)

3 years

Exercise price per share (in Dollars per share)

$ 0.6

Number outstanding

$ 31,000

$ 905,820

Expiration

March 23, 2023

April 2020 [Member]

Class of Warrant or Right [Line Items]

Contractual life (years)

5 years

Exercise price per share (in Dollars per share)

$ 0.92

Number outstanding

$ 579,500

$ 1,694,000

Expiration

April 30, 2025

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

Equity Incentive Plans (Details) - Schedule of option activity - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of option activity [Abstract]
Shares, Options outstanding beginning	2,600	20,050
Weighted- Average Exercise Price, Options outstanding beginning	$ 781.19	$ 199.06
Shares, Granted	130,000
Weighted- Average Exercise Price, Granted	$ 2.52
Shares, Vested and expected to vest at December 31, 2020	101,175
Weighted- Average Exercise Price, Vested and expected to vest	$ 8.94
Weighted- Average Remaining Contractual Term (years), Vested and expected to vest	5 years 4 months 24 days
Aggregate Intrinsic Value, Vested and expected to vest
Shares, Exercisable at December 31, 2020	101,175
Weighted- Average Exercise Price, Exercisable	$ 8.94
Weighted- Average Remaining Contractual Term (years), Exercisable	5 years 4 months 24 days
Aggregate Intrinsic Value, Exercisable
Shares, Exercised	(30,000)
Weighted- Average Exercise Price, Exercised	$ 2.52
Shares, Forfeited	(1,425)	(17,450)
Weighted- Average Exercise Price, Forfeited	$ 995.07	$ 160.93
Shares, Options outstanding ending	101,175	2,600
Weighted- Average Exercise Price, Options outstanding ending	$ 8.94	$ 781.19
Weighted- Average Remaining Contractual Term (years), Options outstanding ending	5 years 4 months 24 days
Aggregate Intrinsic Value, Options outstanding ending

Equity Incentive Plans (Details) - Schedule of restricted stock units - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of restricted stock units [Abstract]
Number of Shares, Outstanding beginning	20,798	53,004
Weighted Average Grant Date Fair Value, Outstanding beginning	$ 4.99	$ 31.21
Number of Shares, Granted		100,000
Weighted Average Grant Date Fair Value, Granted		$ 2.51
Number of Shares, Vested and released	(20,420)	(131,541)
Weighted Average Grant Date Fair Value, Vested and released	$ 3.82	$ 9.68
Number of Shares, Forfeited	(378)	(665)
Weighted Average Grant Date Fair Value, Forfeited	$ 68.02	$ 64.95
Number of Shares, Outstanding ending		20,798
Weighted Average Grant Date Fair Value, Outstanding ending		$ 4.99

Equity Incentive Plans (Details) - Schedule of restricted stock awards - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of restricted stock awards [Abstract]
Number of Shares, Outstanding Beginning
Weighted Average Grant Date Fair Value, Outstanding Beginning
Number of Shares, Granted	400,841	194,000
Weighted Average Grant Date Fair Value, Granted	$ 1.92	$ 1.2
Number of Shares, Vested	(400,841)	(194,000)
Weighted average grant date fair value, Vested	$ 1.92	$ 1.2
Number of Shares, Outstanding Ending
Weighted Average Grant Date Fair Value, Outstanding Ending

Equity Incentive Plans (Details) - Schedule of share-based compensation expense - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	$ 299	$ 5	$ 5	$ 637
Cost of sales [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense
Sales and marketing [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	130	2	2	279
Research and development [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense		3	3	61
General and administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	$ 169			$ 297

Net Loss Per Share (Details) - Schedule of anti-dilutive common share equivalents excluded from the computation of diluted net loss per share - shares	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Schedule of anti-dilutive common share equivalents excluded from the computation of diluted net loss per share [Abstract]
Preferred shares			9,355,778	8,443,778
Common share purchase warrants	19,512,039	2,901,182	2,786,534	205,562
Restricted stock not yet vested or released				20,798
Options outstanding	71,728	101,175	101,175	2,600

Income Taxes (Details) $ in Millions	12 Months Ended
Income Taxes (Details) $ in Millions	Dec. 31, 2020 USD ($)
Income Tax Disclosure [Abstract]
Percentage of tax position recognized rate	50.00%
Federal statutory income tax rate	26.50%
Net operating loss carryforwards	$ 41.0
Operating loss carryforwards, description	At December 31, 2020, the Company had U.S. federal net operating loss carryforwards of $11.8 million that begin expiring in 2034 unless previously utilized, except for $8.1 million that have no expiration date.
Capital loss carryforwards	$ 99.6

Income Taxes (Details) - Schedule of loss before income taxes - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Schedule of loss before income taxes [Abstract]
Domestic	$ (4,550)	$ (1,815)
Foreign	(1,229)	(2,466)
Total	$ (5,779)	$ (4,281)

Income Taxes (Details) - Schedule of federal statutory income tax rate - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Schedule of federal statutory income tax rate [Abstract]
Income tax at statutory rate			$ (1,531)	$ (1,134)
Foreign rate differential			(37)	(77)
Change in valuation allowance			1,588	15,104
Share-based compensation expense				85
Prior year true-ups			119	(13,371)
Other differences			(135)	(607)
Provision for income taxes		$ 4	$ 4

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

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

Commitments and Contingencies (Details) - Schedule of warranty and extended warranty - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Product Warranty [Member]
Product Warranty Liability [Line Items]
Liability at beginning			$ 22
Settlements made during the period
Current liability
Non-current liability
Change in liability for warranties issued during the period
Change in liability for pre-existing warranties			(22)
Liability at ending
Deferred Revenues [Member]
Product Warranty Liability [Line Items]
Liability at beginning	739	1,109	1,471
Settlements made during the period	(663)	(817)	(1,087)
Current liability	331	438
Non-current liability	94	301
Change in liability for warranties issued during the period	349	447	725
Change in liability for pre-existing warranties
Liability at ending		$ 739	$ 1,109

Segmented Information (Details) - Schedule of net revenue - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Revenue, Major Customer [Line Items]
Total	$ 4,848	$ 5,579
Disk systems [Member]
Revenue, Major Customer [Line Items]
Total	2,347	3,086
Service [Member]
Revenue, Major Customer [Line Items]
Total	$ 2,501	$ 2,493

- Definition

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

+ References

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-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

+ Details

Segmented Information (Details) - Schedule of net revenue by geographic area - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Segment Reporting Information [Line Items]
Total	$ 4,848	$ 5,579
Americas [Member]
Segment Reporting Information [Line Items]
Total	4,844	5,023
APAC [Member]
Segment Reporting Information [Line Items]
Total		356
EMEA [Member]
Segment Reporting Information [Line Items]
Total	$ 4	$ 200

Organization and Summary of Significant Accounting Policies (Details) - Gryphon Digital Mining, Inc. [Member] - USD ($)		1 Months Ended		2 Months Ended	9 Months Ended
	Jun. 03, 2021	Nov. 30, 2021	Oct. 31, 2021	Dec. 31, 2020	Sep. 30, 2021	Mar. 26, 2021
Organization and Summary of Significant Accounting Policies (Details) [Line Items]
Purchase commitment					$ 44,109,000
Paid purchase commitment					3,656,000
Deposits paid					28,038,000
Total amount		$ 9,898,000
Purchase mining equipment				$ 14,192,000	$ 27,093,000
Subsequent Event [Member]
Organization and Summary of Significant Accounting Policies (Details) [Line Items]
Deposits paid			$ 3,303,000
Deposit outstanding		$ 2,869,000
Common stock shares (in Shares)						5,005,469
Merger agreement [Member]
Organization and Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of consolidated	23.00%
Percentage of shareholders	77.00%
Common stock shares (in Shares)	21,282,593
Conversion of Stock, Shares Converted (in Shares)	5.31
Common stock shares (in Dollars per share)	$ 8.5
Business Combination, Consideration Transferred	$ 181,000,000
Common Stock [Member] \| Merger agreement [Member]
Organization and Summary of Significant Accounting Policies (Details) [Line Items]
Shares issued of common stock	$ 111,000,000

Organization and Summary of Significant Accounting Policies (Details) - Schedule of computation of diluted income (loss) - Gryphon Digital Mining, Inc. [Member]	9 Months Ended
	Sep. 30, 2021 shares
Organization and Summary of Significant Accounting Policies (Details) - Schedule of computation of diluted income (loss) [Line Items]
Convertible Seed Series and Convertible Seed Series II preferred shares	5,370,977
Warrants to purchase common stock	1,006,857
Convertible notes payable and accrued interest	681,925
Unvested share grants	1,772,450
Total potential future shares	8,832,209

Digital Assets (Details)	Sep. 30, 2021 USD ($)
Gryphon Digital Mining, Inc. [Member]
Digital Assets (Details) [Line Items]
Digital assets received amount	$ 1,374,000

Digital Assets (Details) - Schedule of digital currency transactions - Gryphon Digital Mining, Inc. [Member] - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Digital Assets (Details) - Schedule of digital currency transactions [Line Items]
Beginning Balance	$ 53,000
Additions	5,000	1,374,000
Interest earned	2,000	25,000
Noncash disposition	(54,000)	(1,263,000)
Unrealized losses		(130,000)
Ending Balance	$ 6,000	$ 6,000

Digital Assets (Details) - Schedule of digital assets - Gryphon Digital Mining, Inc. [Member]	9 Months Ended
	Sep. 30, 2021 USD ($)
Digital Assets (Details) - Schedule of digital assets [Line Items]
Deposit for bitcoin mining machines	$ 1,067,000
Payment for prepaid expenses	32,000
Payment for accrued expenses	69,000
Payment for expenses	95,000
Total noncash disposition	$ 1,263,000

Digital Assets (Details) - Schedule of realized gain related to digital currency disposal - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Gryphon Digital Mining, Inc. [Member]
Digital Assets (Details) - Schedule of realized gain related to digital currency disposal [Line Items]
Realized gain	$ 13,000	$ 36,000

Deposits (Details) - Gryphon Digital Mining, Inc. [Member]	9 Months Ended
	Sep. 30, 2021 USD ($) shares	Jun. 30, 2021 USD ($)	May 27, 2021 USN ($)	Dec. 10, 2020 USD ($)
Deposits (Details) [Line Items]
Cash		$ 28,000	$ 1,501,000	$ 14,000
Digital assets	$ 1,074,000
Purchase price	3,656,000
Refundable deposits	$ 100,000
Carbon credits units (in Shares) \| shares	250,000
Refundable deposits	$ 60,000
Digital Assets [Member]
Deposits (Details) [Line Items]
Cash	$ 27,093,000

Mining Equipment, Net (Details) - Gryphon Digital Mining, Inc. [Member]	9 Months Ended
	Sep. 30, 2021 USD ($)
Mining Equipment, Net (Details) [Line Items]
Mining equipment, description	As of September 30, 2021, mining equipment consisted of 309 and 287 operational and nonoperational, respectively, bitcoin mining machines.
Mining machines operational	$ 1,888,000
Mining machines nonoperational	1,768,000
Cost of Mining machines	3,656,000
Mining equipment accumulated depreciation	$ 26,000

Notes Payable (Details) - Gryphon Digital Mining, Inc. [Member] - USD ($)	1 Months Ended		9 Months Ended
	Sep. 27, 2021	Aug. 30, 2021	Sep. 30, 2021	Jul. 06, 2021
Notes Payable (Details) [Line Items]
Accrued interest amount			$ 94,000
Promissory Note Payable [Member]
Notes Payable (Details) [Line Items]
Notes payable amount				$ 2,700,000
Accrues interest			9.50%
Default interest percentage			12.00%
Due payment			$ 86,000
Amendment 1 [Member]
Notes Payable (Details) [Line Items]
Principal amount		$ 6,350,000
Amendment 2 [Member]
Notes Payable (Details) [Line Items]
Due payment			$ 329,000
Principal amount	$ 10,000,000

Convertible Debentures (Details) - Gryphon Digital Mining, Inc. [Member] - USD ($)	1 Months Ended	9 Months Ended
	Jun. 30, 2021	Sep. 30, 2021
Convertible Debentures (Details) [Line Items]
Convertible debenture amount (in Dollars)		$ 4,490,000
Common stock conversion price (in Dollars)	$ 9.4867
Convertible debenture interest rate	30.00%
Discount rate increase	30.00%
Conversion price percentage	40.00%
Warrant term	3 years
Conversion price (in Dollars per share)	$ 18.97
Convertible debenture description		the Company sold 956,857 units for total principal balance of $9,079,000 and 956,857 warrants. The warrants were valued using the Black Scholes option pricing model at a total of $8,973,000 based on the three-year term, volatility of 101.5% to 102.5%, a risk-free equivalent yield of 0.33% to 0.48%, and stock price ranging from $13.04 to $25.81.
Effective interest rate		24.89%
Convertible Debentures [Member]
Convertible Debentures (Details) [Line Items]
Convertible debenture interest rate	10.00%
Warrant [Member]
Convertible Debentures (Details) [Line Items]
Convertible debenture amount (in Dollars)	$ 9.4867
Total aggregate units (in Shares)	957,044

Convertible Debentures (Details) - Schedule of the carrying amount of the Company’s convertible loans - Gryphon Digital Mining, Inc. [Member]	9 Months Ended
	Sep. 30, 2021 USD ($)
Principal
Balance at beginning
Additions	9,079,000
Balance at ending	9,079,000
Debt Discount
Balance at beginning
Additions	4,490,000
Amortization	(428,000)
Balance at ending	4,062,000
Net carrying amount	$ 5,017,000

Convertible Debentures (Details) - Schedule of potential future shares to be issued on conversion of notes - Gryphon Digital Mining, Inc. [Member]	9 Months Ended
	Sep. 30, 2021 USD ($) $ / shares shares
Convertible Debentures (Details) - Schedule of potential future shares to be issued on conversion of notes [Line Items]
Principal	$ 9,079,000
Interest	202,000
Total	$ 9,281,000
Conversion price per share (in Dollars per share) \| $ / shares	$ 13.61
Potential future share (in Shares) \| shares	681,925

Commitments and Contigencies (Details) - Schedule of the remaining payments - Gryphon Digital Mining, Inc. [Member]	Sep. 30, 2021 USD ($)
Debt Instrument [Line Items]
Total	$ 17,090,000
October 2021 [Member]
Debt Instrument [Line Items]
Total	3,303,000
November 2021 [Member]
Debt Instrument [Line Items]
Total	3,091,000
December 2021 [Member]
Debt Instrument [Line Items]
Total	3,134,000
January 2022 [Member]
Debt Instrument [Line Items]
Total	2,590,000
February 2022 [Member]
Debt Instrument [Line Items]
Total	1,361,000
March 2022 [Member]
Debt Instrument [Line Items]
Total	1,212,000
April 2022 [Member]
Debt Instrument [Line Items]
Total	1,204,000
May 2022 [Member]
Debt Instrument [Line Items]
Total	$ 1,195,000

Stockholders' Equity (Details) - Gryphon Digital Mining, Inc. [Member]					1 Months Ended		2 Months Ended	9 Months Ended
	May 12, 2021 USD ($) shares	Mar. 10, 2021 shares	Feb. 02, 2021	Dec. 10, 2020 USD ($) $ / shares shares	Jun. 02, 2021 USD ($) shares	Mar. 26, 2021 USD ($) shares	Dec. 31, 2020 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) shares	Jun. 03, 2021 USD ($) shares	May 27, 2021 USD ($) $ / shares shares	May 27, 2021 USN ($) shares	Apr. 30, 2021 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) $ / shares shares	Mar. 24, 2021 $ / shares shares	Mar. 16, 2021 USD ($) $ / shares shares
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized							13,000,000	13,000,000
Preferred stock, par value (in Dollars per share) \| $ / shares							$ 0.0001	$ 0.0001
Designated shares															6,000,000
Undesignated preferred stock								13,000,000
Per share price (in Dollars per share) \| $ / shares																$ 2.4
Original issue price (in Dollars per share) \| $ / shares															$ 2.4
Cancellation and exchange agreement, shares (in Dollars) \| $						$ 4,985,052
Issuance of shares						4,985,052
Cash received				$ 14,000					$ 28,000			$ 1,501,000
Shares of preferred stock							0				248,831	248,831
Cryptocurrency proceeds (in Dollars) \| $									5,000		$ 161,000
Shares granted					17,964
Monthly installments					2,994
Shares vested compensation expense					11,976
Compensation expense (in Dollars) \| $					$ 110,000
Common stock shares authorized							100,000,000	100,000,000
Common stock par value (in Dollars per share) \| $ / shares							$ 0.0001	$ 0.0001
Common stock shares description			On February 2, 2021, the shareholders owning 9,550,000 shares of the Company’s common stock (the “Original Shareholders”) agreed to contribute an additional $0.002 per share for a total capital contribution of approximately $16,000. Also, the Company repurchased from one of the Original Shareholders 1,000,000 shares of the Company’s common stock and another Original Shareholder purchased an additional 161,250 for $0.004 per share. The capital contribution from the Original Shareholders totaled approximately $35,000 for total shares of 9,711,250. Additionally, the Company agreed to sell 3,892,424 shares of the Company’s common stock, including the 1,000,000 shares repurchased, to the Company’s officers, directors and seed stage advisors. The officers, directors and seed stage advisors (“Investors”) purchased 6,487 shares of the Company’s common stock for total proceeds of approximately $16,000. As of February 2, 2021, the Company determined that the fair market value of a share of common stock was approximately $2.40. Therefore, the cash proceeds from the Investors were below the fair market value for the shares. The additional value was considered, by management, to be compensation to the Investors as they provided services to the Company. The Company recorded compensation expense of $1,671,000 for the shares sold to the seed stage advisors and $7,655,000 for the shares sold to officers and directors.
Shares granted		92,000
Common stock to vest term		24 months
Sale of stock units																5,876,426
Common stock per share of total proceeds (in Dollars per share) \| $ / shares																$ 2.4
Total proceeds amount (in Dollars) \| $																$ 14,103,000
Cryptocurrency amount (in Dollars) \| $																$ 1,213,000
Converted shares																4,985,052
Repurchase shares	300,000
Common stock owned by the director (in Dollars) \| $	$ 1,000
Granted common stock shares										1,859,434
Quarterly installments shares										46,486
Compensation expense price (in Dollars) \| $										$ 790,000
Issued and vested shares								92,972
Additional paid-in capital services (in Dollars) \| $								$ 188,000	$ 250,000
Restricted common stock awards								On December 10, 2020, the Company entered into two separate independent director agreements with two individuals. The individuals will serve as directors of the Company for an initial one-year period. As compensation, each director was granted 75,000 shares of the Company’s common stock to vest over 18 months in four equal installments of 18,750 shares, per director, starting on January 1, 2021. The value of the shares on the issuance date was de minimis. As of September 30, 2021, a total 75,000 shares were vested for each of the two directors. Total compensation expense recognized amounted to $225,000.On February 9, 2021, the Company entered into a consulting agreement with a consultant. As compensation, the Company granted 62,340 shares of common stock amounting to $150,000 as payment for advisory services. The shares shall vest over 24 months at 2,598 shares per month starting February 9, 2021. On May 9, 2021, the Company and the consultant reached an agreement to modify and accelerate the vesting of all unvested shares to date totaling 54,548 restricted common stock awards at $6.68 per share. $131,000 and $233,000 was charged to deferred compensation and additional paid-in capital, respectively, for a total of $364,000 due to the modification.On March 10, 2021, the Company entered into a consulting agreement with a consultant. As compensation, the Company granted 92,000 shares of common stock amounting to $221,000 as payment for advisory services. The shares shall vest over 24 months at 3,833 shares per month starting March 10, 2021. In June 2021, the consultant resigned and retained ownership of the remaining 76,667 unvested restricted common stock awards valued at $2.40 per share. $184,000 was charged to deferred compensation expense at the time of resignation.On March 20, 2021, the Company entered into an agreement with an individual to serve as the Company’s director for 24 months. As compensation, the director was granted 75,000 shares of the Company’s common stock to vest over 18 months in four equal installments of 18,750 shares, starting on April 1, 2021. The first installment of 18,750 shares were issued on April 1, 2021. The value of the shares on the issue date was $2.40 per share. On June 2, 2021, the director resigned and forfeited 56,250 shares of restricted common stock awards. Total compensation expense recognized amounted to $45,000.
Warrants description								The Company issued convertible notes with 956,857 warrants to purchase shares of the Company’s common stock, see Note 5 Convertible Debentures for more information. The warrants were valued using the Black Scholes option pricing model at a total of $8,973,000 based on the three-year term, volatility of 101.5% – 102.5%, a risk-free equivalent yield of 0.33%-0.48%, and stock price ranging from $13.04 to $25.81. The stock price used was calculated based on the share price equivalent of each share of the Company’s common stock based on Sphere 3D’s common stock price in relation to the Merger Agreement, see Note 1 Agreement and Plan Merger for more information. Volatility used was calculated based on the price of a pool of companies that are in the crypto mining industry and are actively traded in the market. The relative fair value of the warrants used in allocating the proceed of the Convertible Debenture amounted to $4,490,000.
Warrants purchased									120,000
Fair value amount (in Dollars) \| $								$ 1,036,000
Remaining value (in Dollars) \| $				$ 4,000
Penny Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Exercise price per share (in Dollars per share) \| $ / shares								$ 0.01
Preferred Stock [Member]
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized								20,000,000
Preferred stock, par value (in Dollars per share) \| $ / shares								$ 0.0001
Undesignated preferred stock							14,000,000
Shares of preferred stock							20,000,000
Par value per share (in Dollars per share) \| $ / shares							$ 0.0001
Designated preferred stock							6,000,000
Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock shares authorized							100,000,000	100,000,000
Common stock par value (in Dollars per share) \| $ / shares				$ 0.002			$ 0.0001	$ 0.0001
Shares issued				9,550,000
Amount received (in Dollars) \| $				$ 15,000			$ 4,000
Common stocks per share (in Dollars per share) \| $ / shares				$ 0.002
Director agreement, description				On December 10, 2020, the Company entered into two separate independent director agreement with two individuals. The individuals will serve as directors of the Company for an initial one- year period. As compensation, each director was granted 75,000 shares of the Company’s common stock to vest over 18 months in four equal installments of 18,750 shares, per director, starting on January 1, 2021. The first instalment of 18,750 shares were issued, to each director, on January 1, 2021. The value of the shares on the issuance date was deminimis.
Series Seed Shares [Member]
Stockholders' Equity (Details) [Line Items]
Designated shares								6,000,000
Per share price (in Dollars per share) \| $ / shares								$ 6.68
Series Seed II Shares [Member]
Stockholders' Equity (Details) [Line Items]
Designated shares								1,000,000
Series Seed II [Member]
Stockholders' Equity (Details) [Line Items]
Per share price (in Dollars per share) \| $ / shares								$ 2.4
Seed Preferred Stock [Member]
Stockholders' Equity (Details) [Line Items]
Per share price (in Dollars per share) \| $ / shares													$ 2.4	$ 2.4
Issued additional shares													118,815	6,303
Cash received \| $													$ 285,000	$ 15,000
Series Seed II Preferred Stock [Member]
Stockholders' Equity (Details) [Line Items]
Per share price (in Dollars per share) \| $ / shares											$ 6.68

Stockholders' Equity (Details) - Schedule of compensation expense recognized related to the Company’s restricted stock awards - Gryphon Digital Mining, Inc. [Member]	9 Months Ended
	Sep. 30, 2021 USD ($)
Stockholders' Equity (Details) - Schedule of compensation expense recognized related to the Company’s restricted stock awards [Line Items]
Compensation expense	$ 874,000
Directors [Member]
Stockholders' Equity (Details) - Schedule of compensation expense recognized related to the Company’s restricted stock awards [Line Items]
Compensation expense	270,000
Consultants [Member]
Stockholders' Equity (Details) - Schedule of compensation expense recognized related to the Company’s restricted stock awards [Line Items]
Compensation expense	$ 604,000

Stockholders' Equity (Details) - Schedule of transactions related to the Company restricted stock awards - Gryphon Digital Mining, Inc. [Member]	9 Months Ended
	Sep. 30, 2021 USD ($) shares
Stockholders' Equity (Details) - Schedule of transactions related to the Company restricted stock awards [Line Items]
Shares Granted \| shares	379,340
Deferred compensation Granted \| $	$ 911,000
Shares Vested \| shares	(193,542)
Deferred compensation Vested \| $	$ (465,000)
Shares Accelerated vesting due to modification \| shares	(54,548)
Deferred compensation Accelerated vesting due to modification \| $	$ (131,000)
Shares Forfeited \| shares	(56,250)
Deferred compensation Forfeited \| $	$ (135,000)
Shares Amortization of deferred compensation \| shares
Deferred compensation Amortization of deferred compensation \| $	$ (45,000)
Shares Unvested \| shares	75,000
Deferred compensation Unvested \| $	$ 135,000

Stockholders' Equity (Details) - Schedule of transactions involving our warrants - Gryphon Digital Mining, Inc. [Member]	9 Months Ended
	Sep. 30, 2021 $ / shares shares
Stockholders' Equity (Details) - Schedule of transactions involving our warrants [Line Items]
Number of Shares Outstanding Beginning (in Shares) \| shares
Weighted Average Strike Price/Share Outstanding Beginning
Weighted Average Remaining Contractual Term (Years) Outstanding Beginning
Weighted Average Grant Date Fair Value Outstanding Beginning
Number of Shares Granted (in Shares) \| shares	1,076,857
Weighted Average Strike Price/Share Granted	$ 16.88
Weighted Average Remaining Contractual Term (Years) Granted	2 years 6 months 29 days
Weighted Average Grant Date Fair Value Granted	$ 1.31
Number of Shares Exercised (in Shares) \| shares	(70,000)
Weighted Average Strike Price/Share Exercised	$ 0.01
Weighted Average Remaining Contractual Term (Years) Exercised	1 year 3 months
Weighted Average Grant Date Fair Value Exercised	$ 8.5
Number of Shares Expired (in Shares) \| shares
Weighted Average Strike Price/Share Expired
Weighted Average Remaining Contractual Term (Years) Expired
Weighted Average Grant Date Fair Value Expired
Number of Shares Outstanding Ending (in Shares) \| shares	1,006,857
Weighted Average Strike Price/Share Outstanding Ending	$ 18.03
Weighted Average Remaining Contractual Term (Years) Outstanding Ending	2 years 8 months 1 day
Weighted Average Grant Date Fair Value Outstanding Ending	$ 1.34
Number of Shares Vested and exercisable (in Shares) \| shares	1,006,857
Weighted Average Strike Price/Share Vested and exercisable	$ 18.03
Weighted Average Remaining Contractual Term (Years) Vested and exercisable	2 years 8 months 1 day
Weighted Average Grant Date Fair Value Vested and exercisable	$ 1.34
Number of Shares Unvested and non-exercisable (in Shares) \| shares
Weighted Average Strike Price/Share Unvested and non-exercisable
Weighted Average Remaining Contractual Term (Years) Unvested and non-exercisable
Weighted Average Grant Date Fair Value Unvested and non-exercisable

Subsequent Events (Details) - Schedule of company made payments to core - Gryphon Digital Mining, Inc. [Member]	9 Months Ended
	Sep. 30, 2021 USD ($)
Subsequent Events (Details) - Schedule of company made payments to core [Line Items]
Payment Amount	$ 20,020,000
100% Prepayment [Member]
Subsequent Events (Details) - Schedule of company made payments to core [Line Items]
Payment Amount	$ 73,000
Percentage and Period covered	100% prepayment for October 2021 services made in October 2021
70% Prepayment [Member]
Subsequent Events (Details) - Schedule of company made payments to core [Line Items]
Payment Amount	$ 205,000
Percentage and Period covered	70% prepayment of the estimated services for November 2021 through February 2022 made in October 2021
30% Prepayment [Member]
Subsequent Events (Details) - Schedule of company made payments to core [Line Items]
Payment Amount	$ 15,296,000
Percentage and Period covered	30% prepayment of the estimated services for March 2022 through November 2022 made in October 2021
40% Prepayment [Member]
Subsequent Events (Details) - Schedule of company made payments to core [Line Items]
Payment Amount	$ 734,000
Percentage and Period covered	40% prepayment of the estimated services for March 2022; and 30% prepayment for the estimated services for November 2021 made in October 2021
40% Prepayment [Member]
Subsequent Events (Details) - Schedule of company made payments to core [Line Items]
Payment Amount	$ 1,489,000
Percentage and Period covered	40% prepayment for hosting services for April 2022; and 30% prepayment for the estimated hosting services for December 2021 made in November 2021
40% Prepayment [Member]
Subsequent Events (Details) - Schedule of company made payments to core [Line Items]
Payment Amount	$ 2,223,000
Percentage and Period covered	40% prepayment for hosting services for May 2022; and 30% prepayment for the estimated hosting services for January 2022 made in December 2021

Subsequent Events (Details) - Schedule of payments - Gryphon Digital Mining, Inc. [Member]	Dec. 31, 2020 USD ($)
Subsequent Events (Details) - Schedule of payments [Line Items]
Payments	$ 39,000,000
May 2021 [Member]
Subsequent Events (Details) - Schedule of payments [Line Items]
Payments	8,000,000
June 2021 [Member]
Subsequent Events (Details) - Schedule of payments [Line Items]
Payments	4,000,000
July 2021 [Member]
Subsequent Events (Details) - Schedule of payments [Line Items]
Payments	4,000,000
August 2021 [Member]
Subsequent Events (Details) - Schedule of payments [Line Items]
Payments	3,000,000
September 2021 [Member]
Subsequent Events (Details) - Schedule of payments [Line Items]
Payments	3,000,000
October 2021 [Member]
Subsequent Events (Details) - Schedule of payments [Line Items]
Payments	3,000,000
October 22021 [Member]
Subsequent Events (Details) - Schedule of payments [Line Items]
Payments	3,000,000
December 2021 [Member]
Subsequent Events (Details) - Schedule of payments [Line Items]
Payments	3,000,000
January 2022 [Member]
Subsequent Events (Details) - Schedule of payments [Line Items]
Payments	3,000,000
February 2022 [Member]
Subsequent Events (Details) - Schedule of payments [Line Items]
Payments	2,000,000
March 2022 [Member]
Subsequent Events (Details) - Schedule of payments [Line Items]
Payments	1,000,000
April 2022 [Member]
Subsequent Events (Details) - Schedule of payments [Line Items]
Payments	1,000,000
May 2022 [Member]
Subsequent Events (Details) - Schedule of payments [Line Items]
Payments	$ 1,000,000