0001591956-24-000015 | 10-Q | XBRL Viewer

Summary of Significant Accounting Policies - Segments (Details)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024 segment	Jun. 30, 2023	Jun. 30, 2023 segment
Accounting Policies [Abstract]
Number of operating Segments	1	1	2	2
Number of Reportable Segments	1

Net Income (Loss) per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Net Income (Loss) per Share

Basic net income (loss) per share is computed by dividing net income (loss) applicable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted net income (loss) per share reflects the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net income (loss) per share gives effect to common share equivalents; however, potential common shares are excluded if their effect is anti-dilutive. Common share purchase warrants, preferred shares issued and outstanding, and options and RSUs outstanding are considered common share equivalents and are only included in the calculation of diluted earnings per common share when net income is reported and their effect is dilutive.

A reconciliation of the numerators and denominators is as follows (in thousands, except share and per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Numerator:
Net income (loss)	$	2,124	$	(4,827)	$	(2,353)	$	(8,332)
Denominator:
Weighted average common shares outstanding for basic income (loss) per share	18,711,718		11,051,588		17,644,315		10,673,876
Net effect of dilutive common share equivalents	2,172,569		—		—		—
Weighted average common shares outstanding for diluted net income (loss) per share	20,884,287		11,051,588		17,644,315		10,673,876
Net income (loss) per share:
Basic	$	0.11	$	(0.44)	$	(0.13)	$	(0.78)
Diluted	$	0.10	$	(0.44)	$	(0.13)	$	(0.78)

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


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Common share purchase warrants	5,842,354	3,261,803	5,842,354	3,261,803
Preferred shares issued and outstanding	—	7,140,136	2,172,569	7,140,136
Options and RSUs outstanding	1,700,910	827,670	1,700,910	827,670
Convertible debt	—	480,031	—	480,031

Certain Balance Sheet Items - FA (Details)	3 Months Ended		6 Months Ended
Certain Balance Sheet Items - FA (Details)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($) miner
Property, Plant and Equipment [Line Items]
Depreciation	$ 1,500,000	$ 1,000,000	$ 2,900,000	$ 1,600,000
Number of miners sold			450	2,531
Proceeds from sale of miners			$ 0	$ 3,699,000
Impairment of property and equipment	860,000	0	860,000	0
Mining Equipment
Property, Plant and Equipment [Line Items]
Proceeds from sale of miners			200,000	3,700,000
Loss on disposition of miners	$ 700,000	$ 300,000	$ 700,000	$ 300,000

Organization and Business	6 Months Ended
Organization and Business	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business	Organization and Business Sphere 3D Corp. 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.” Any reference to the “Company”, “Sphere 3D”, “we”, “our”, “us”, or similar terms refers to Sphere 3D Corp. and its subsidiaries. In January 2022, the Company commenced operations of its Bitcoin mining business and is dedicated to becoming a leader in the Blockchain and Crypto Industry. The Company has established and plans to continue to grow an enterprise-scale mining operation through the procurement of mining equipment and partnering with experienced service providers. In addition, through December 28, 2023, the Company delivered data management and desktop and application virtualization solutions through hybrid cloud, cloud and on premise implementations by its global reseller network. On December 28, 2023, the Company sold its service and product segment which included HVE ConneXions and Unified ConneXions. Going Concern Management has projected that based on our recurring losses, negative cash flows from operating activities, and our hashing rate at June 30, 2024, cash on hand may not be sufficient to allow the Company to continue operations and there is substantial doubt about the Company’s ability to continue as a going concern within 12 months from the date of issuance of the financial statements 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. Included in our working capital is an investment in equity securities that we can liquidate as needed to assist in funding our operations. Our ability to raise additional funds for working capital through equity or debt financings or other sources may depend on the financial success of our business and successful implementation of our key strategic initiatives, financial, economic and market conditions and other factors, some of which are beyond our control. We require additional capital and if we are unsuccessful in raising that capital at a reasonable cost and at the required times, or at all, we may not be able to continue our business operations in the cryptocurrency mining industry or we may be unable to advance our growth initiatives, either of which could adversely impact our business, financial condition and results of operations. In an effort to mitigate these risks we expect to take steps to lower our cost of mining and also refresh our mining fleet to increase our mining efficiency. Significant changes from the Company’s current forecasts, including but not limited to: (i) shortfalls from projected mining earning levels; (ii) increases in operating costs; (iii) decreases in the value of cryptocurrency; and (iv) our inability to maintain compliance with the requirements of the NASDAQ Capital Market and/or our 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. These factors, among others, should they occur may result in the Company’s inability to continue as a going concern within 12 months from the date of issuance of the financial statements. 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 and do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounting Policies - Intangible Assets (Details)	Jun. 30, 2024
Supplier agreements
Finite-Lived Intangible Assets [Line Items]
Useful life, finite-lived intangible assets	5 years

Intangible Assets - Amortization (Details) - USD ($)	3 Months Ended		6 Months Ended
Intangible Assets - Amortization (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 400,000	$ 400,000	$ 700,000	$ 800,000
Amortization expense, remainder of fiscal year	700,000		700,000
Amortization expense 2025	1,500,000		1,500,000
Amortization expense 2026	1,500,000		1,500,000
Amortization expense 2027	$ 100,000		$ 100,000

Digital Assets (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Activities of Bitcoin

The following table presents the activities of Bitcoin (in thousands):


Balance at January 1, 2024	$	986
Cumulative effect upon adoption of ASU 2023-08	20
Revenue recognized from Bitcoin mined	11,612
Proceeds from sale of Bitcoin	(12,333)
Bitcoin issued for services	(538)
Change in fair value of Bitcoin	703
Balance at June 30, 2024	$	450

Summary of Bitcoin Holdings

The following table presents Bitcoin holdings (in thousands except for number of Bitcoin):


	June 30, 2024
Number of Bitcoin held	7.2
Carrying basis of Bitcoin	$	449

Certain Balance Sheet Items (Tables)

6 Months Ended

Jun. 30, 2024

Balance Sheet Related Disclosures [Abstract]

Schedule of Other Current Assets

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


	June 30, 2024		December 31, 2023
Prepaid insurance	$	1,317	$	575
Prepaid mining hosting services	1,059		980
Prepaid services	257		193
Bitcoin mining hosting deposit	—		10,000
Other	385		190
Total other current assets	$	3,018	$	11,938

Schedule of Property and Equipment

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


	June 30, 2024		December 31, 2023
Mining equipment	$	27,433	$	30,122
Accumulated depreciation	(7,898)		(5,956)
Property and equipment, net	$	19,535	$	24,166

Schedule of Other Assets, Noncurrent

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


	June 30, 2024		December 31, 2023
Prepaid mining hosting services	$	3,376	$	3,402

Other	4		4
Total other non-current assets	$	3,380	$	3,406

Fair Value Measurements Valuation inputs (Details)	Jun. 30, 2024 $ / shares	Dec. 31, 2023 $ / shares
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share price	$ 1.08	$ 3.47
Measurement Input, Option Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	1.200	1.200
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.047	0.042

Notes Receivable - Rainmaker Note Receivable (Details) - USD ($) $ in Thousands		6 Months Ended
	Jul. 14, 2024	Jun. 30, 2024	Sep. 14, 2020
Receivables [Abstract]
Promissory note receivable			$ 3,100
Stated interest rate			10.00%
Note receivable fully reserved		All amounts related to the Rainmaker Note have been fully reserved in prior periods
Subsequent Event [Line Items]
Promissory note receivable			$ 3,100
Subsequent Event
Receivables [Abstract]
Promissory note receivable	$ 4,400
Subsequent Event [Line Items]
Promissory note receivable	$ 4,400
Note receivable due date	Jan. 14, 2025

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating activities:
Net loss	$ (2,353)	$ (8,249)
Adjustments to reconcile net loss to cash used in operating activities:
Unrealized loss on investment in equity securities	(4,539)	0
Depreciation and amortization	3,637	2,400
Share-based compensation	1,858	1,204
Impairment of property and equipment	860	0
Change in fair value of Bitcoin	(703)	0
Loss on disposal of property and equipment	691	251
Bitcoin issued for services	538	669
Realized gain on sale of investment in equity securities	(512)	0
Change in fair value of warrant liabilities	(161)	(1,261)
Warrants issued with convertible debt	0	976
Realized gain on sale of Bitcoin	0	(772)
Impairment of Bitcoin	0	350
Change in fair value of debt	0	51
Noncash lease cost	0	25
Changes in operating assets and liabilities:
Proceeds from sale of Bitcoin	10,811	8,312
Mining of Bitcoin	(11,612)	(7,490)
Accounts receivable	0	26
Accounts payable and accrued liabilities	(1,027)	1,738
Accrued payroll and employee compensation	138	(238)
Other assets and liabilities, net	(980)	(26)
Net cash used in operating activities	(3,354)	(2,034)
Investing activities:
Proceeds from sale of investment in equity securities	5,509	0
Proceeds from sale of Bitcoin	1,522	0
Proceeds from sale of property and equipment	0	3,699
Redemption of non-controlling interest	0	(1,918)
Payments for purchase of property and equipment	0	(1,561)
Net cash provided by (used in) investing activities	7,031	220
Financing Activities [Abstract]
Proceeds from convertible debt, net of debt issuance costs	0	779
Proceeds from exercise of stock options	0	200
Net cash provided by financing activities	0	979
Net increase (decrease) in cash, cash equivalents and restricted cash	3,677	(835)
Cash, cash equivalents and restricted cash, beginning of period	586	1,543
Cash, cash equivalents and restricted cash, end of period	4,263	708
Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets:
Cash and cash equivalents	4,263	506
Restricted cash	0	202
Total cash, cash equivalents and restricted cash	4,263	708
Supplemental disclosures of non-cash investing activities:
Settlement of prepaid hosting services deposit with equity securities	10,000	0
Fair value of shares issued	255	0
Property and equipment sold proceeds receivable	186	0
Remeasurement of redeemable non-controlling interest	$ 0	$ 412

Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Summary information by segment (in thousands):


Three months ended June 30, 2023	Bitcoin Mining		Service and Product		Unallocated		Total Consolidated
Revenue	$	4,966	$	500	$	—	$	5,466
Segment gross profit	$	891	$	292	$	—	$	1,183
Segment loss from operations	$	(821)	$	(285)	$	(3,590)	$	(4,696)
Interest expense	$	—	$	—	$	1,173	$	1,173
Depreciation and amortization	$	1,346	$	3	$	26	$	1,375


Six months ended June 30, 2023	Bitcoin Mining		Service and Product		Unallocated		Total Consolidated
Revenue	$	7,490	$	1,002	$	—	$	8,492
Segment gross profit	$	1,451	$	495	$	—	$	1,946
Segment loss from operations	$	(712)	$	(742)	$	(6,982)	$	(8,436)
Capital expenditures	$	1,561	$	—	$	—	$	1,561
Interest expense	$	—	$	—	$	1,173	$	1,173
Depreciation and amortization	$	2,331	$	17	$	52	$	2,400

Schedule of Revenue by Major Customers by Reporting Segments

Service and product had the following customers that represented more than 10% of segment revenue.


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Customer A	—	%	24.7	%	—	%	24.2	%
Customer B	—	%	13.9	%	—	%	14.4	%
Customer C	—	%	10.9	%	—	%	10.9	%

Certain Balance Sheet Items - Other long term assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid digital hosting services	$ 3,376	$ 3,402
Other	4	4
Other Assets	$ 3,380	$ 3,406

Digital Assets - Activities of Digital Asstes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Indefinite-lived Intangible Assets [Roll Forward]
Beginning balance			$ 986
Revenue recognized from Bitcoin mined	$ 4,666	$ 5,466	11,612	$ 8,492
Proceeds from sale of Bitcoin			(12,333)
Bitcoin issued for services			(538)
Change in fair value of Bitcoin	(65)	0	703	0
Ending balance	450		450
Bitcoin
Indefinite-lived Intangible Assets [Roll Forward]
Revenue recognized from Bitcoin mined	4,666	$ 4,966	11,612	$ 7,490
Ending balance	$ 449		449
Cumulative Effect, Period of Adoption, Adjustment
Indefinite-lived Intangible Assets [Roll Forward]
Beginning balance			$ 20

- 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).

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+ Details

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2024	Aug. 05, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-36532
Entity Registrant Name	Sphere 3D Corp.
Entity Incorporation, State or Country Code	A6
Entity Incorporation, State or Country Code	CA
Entity Tax Identification Number	98-1220792
Entity Address, Address Line One	243 Tresser Blvd, 17th Floor
Entity Address, City or Town	Stamford
Entity Incorporation, State or Country Code	CT
Entity Address, Postal Zip Code	06901
City Area Code	647
Local Phone Number	952-5049
Title of 12(b) Security	Common Shares
Trading Symbol	ANY
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		20,743,205
Amendment Flag	false
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001591956

Commitments and Contingencies Litigation (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Recovery of Bitcoin	$ 1,500

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue	$ 4,666,000	$ 5,466,000	$ 11,612,000	$ 8,492,000
Sales and marketing	0	277,000	0	551,000
Research and development	0	227,000	0	497,000
General and administrative	2,986,000	3,634,000	6,438,000	7,105,000
Depreciation and amortization	1,816,000	1,375,000	3,637,000	2,400,000
Impairment of property and equipment	860,000	0	860,000	0
Loss on disposal of property and equipment	691,000	251,000	691,000	251,000
Change in fair value of Bitcoin	65,000	0	(703,000)	0
Realized gain on sale of Bitcoin	0	(139,000)	0	(772,000)
Impairment of Bitcoin	0	254,000	0	350,000
Total operating expenses	10,377,000	10,162,000	19,189,000	16,928,000
Loss from operations	(5,711,000)	(4,696,000)	(7,577,000)	(8,436,000)
Other income (expense):
Unrealized gain on investment in equity securities	7,279,000	0	4,539,000	0
Interest income and other, net	558,000	1,113,000	687,000	1,364,000
Interest expense	0	(1,173,000)	0	(1,173,000)
Net income (loss) before taxes	2,126,000	(4,756,000)	(2,351,000)	(8,245,000)
Provision for income taxes	2,000	4,000	2,000	4,000
Net income (loss)	2,124,000	(4,760,000)	(2,353,000)	(8,249,000)
Less: Non-controlling interest - income	0	67,000	0	83,000
Net income (loss) available to common shareholders	$ 2,124,000	$ (4,827,000)	$ (2,353,000)	$ (8,332,000)
Net loss per share:
Net income (loss) per share, basic (in USD per share)	$ 0.11	$ (0.44)	$ (0.13)	$ (0.78)
Net income (loss) per share, diluted (in USD per share)	$ 0.10	$ (0.44)	$ (0.13)	$ (0.78)
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Basic (in shares)	18,711,718	11,051,588	17,644,315	10,673,876
Diluted (in shares)	20,884,287	11,051,588	17,644,315	10,673,876
Bitcoin
Revenue	$ 4,666,000	$ 4,966,000	$ 11,612,000	$ 7,490,000
Cost of revenue	3,959,000	4,074,000	8,266,000	6,039,000
Service and product [Member]
Revenue	0	500,000	0	1,002,000
Cost of revenue	$ 0	$ 209,000	$ 0	$ 507,000

Fair Value Measurements

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Disclosures

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, investment in equity securities, accounts payable, accrued liabilities, and warrant liabilities. 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 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 following tables provide a summary of the assets and liabilities that are measured at fair value on a recurring basis (in thousands):


	June 30, 2024
	Fair Value		Level 1		Level 2		Level 3

Assets:
Investment in equity securities	$	9,542	$	9,542	$	—	$	—
Bitcoin	450		450		—		—
Total	$	9,992	$	9,992	$	—	$	—
Liabilities:
Warrant liabilities	$	44	$	—	$	—	$	44


	December 31, 2023
	Fair Value		Level 1		Level 2		Level 3
Liabilities:
Warrant liabilities	$	205	$	—	$	—	$	205

The Company’s investments are in publicly held equity securities which have readily determinable fair values. For the three and six months ended June 30, 2024, the Company recognized an unrealized gain of $7.3 million and $4.5 million, within other income (expense) in its consolidated statements of operations related to the fair value change of the investment in equity securities. For both the three and six months ended June 30, 2024, the Company recognized a realized gain of $0.5 million, within other income (expense) in its consolidated statements of operations related to the sale of equity securities.

The fair value of the warrant liabilities was measured using a Black Scholes valuation model with the following assumptions:


	June 30, 2024			December 31, 2023
Common share price	$	1.08		$	3.47
Expected volatility	120.0		%	120.0		%
Risk-free interest rate	4.7		%	4.2		%

The following table presents the activities of warrant liabilities that are measured at fair value (in thousands):


Warrant liability as of January 1, 2024	$	205
Change in fair value LDA warrant	(129)
Warrant liability as of March 31, 2024	76


Change in fair value LDA warrant	(32)
Warrant liability as of June 30, 2024	$	44

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

The Company's non-financial assets such as property and equipment and intangible assets are recorded at fair value when an impairment is recognized or at the time acquired in an asset acquisition or business combination measured using significant unobservable inputs (Level 3). As discussed in Note 6 - Certain Balance Sheet Items, at June 30, 2024, the Company recorded impairment charges associated with property and equipment 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

Fair Value Measures and Disclosures (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following tables provide a summary of the assets and liabilities that are measured at fair value on a recurring basis (in thousands):


	June 30, 2024
	Fair Value		Level 1		Level 2		Level 3

Assets:
Investment in equity securities	$	9,542	$	9,542	$	—	$	—
Bitcoin	450		450		—		—
Total	$	9,992	$	9,992	$	—	$	—
Liabilities:
Warrant liabilities	$	44	$	—	$	—	$	44


	December 31, 2023
	Fair Value		Level 1		Level 2		Level 3
Liabilities:
Warrant liabilities	$	205	$	—	$	—	$	205

Fair Value Measurement Inputs and Valuation Techniques

The fair value of the warrant liabilities was measured using a Black Scholes valuation model with the following assumptions:


	June 30, 2024			December 31, 2023
Common share price	$	1.08		$	3.47
Expected volatility	120.0		%	120.0		%
Risk-free interest rate	4.7		%	4.2		%

Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis

The following table presents the activities of warrant liabilities that are measured at fair value (in thousands):


Warrant liability as of January 1, 2024	$	205
Change in fair value LDA warrant	(129)
Warrant liability as of March 31, 2024	76


Change in fair value LDA warrant	(32)
Warrant liability as of June 30, 2024	$	44

Net Income (Loss) per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

A reconciliation of the numerators and denominators is as follows (in thousands, except share and per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Numerator:
Net income (loss)	$	2,124	$	(4,827)	$	(2,353)	$	(8,332)
Denominator:
Weighted average common shares outstanding for basic income (loss) per share	18,711,718		11,051,588		17,644,315		10,673,876
Net effect of dilutive common share equivalents	2,172,569		—		—		—
Weighted average common shares outstanding for diluted net income (loss) per share	20,884,287		11,051,588		17,644,315		10,673,876
Net income (loss) per share:
Basic	$	0.11	$	(0.44)	$	(0.13)	$	(0.78)
Diluted	$	0.10	$	(0.44)	$	(0.13)	$	(0.78)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Common share purchase warrants	5,842,354	3,261,803	5,842,354	3,261,803
Preferred shares issued and outstanding	—	7,140,136	2,172,569	7,140,136
Options and RSUs outstanding	1,700,910	827,670	1,700,910	827,670
Convertible debt	—	480,031	—	480,031

Certain Balance Sheet Items - Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 19,535	$ 24,166
Mining Equipment
Property, Plant and Equipment [Line Items]
Mining equipment	27,433	30,122
Accumulated depreciation	$ 7,898	$ 5,956

Equity Incentive Plan Option Assumptions (Details) - Stock Options	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate	126.10%	84.00%		84.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	3 years 6 months	6 months	3 years 6 months	6 months
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	4.61%	5.27%		5.27%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%	0.00%	0.00%	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate			124.30%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate			4.09%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate			126.10%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate			4.61%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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+ Details

Summary of Significant Accounting Policies - Recently Issued and Adopted Accounting Pronouncements (Details) - USD ($)	Jun. 30, 2024	Mar. 31, 2024	Jan. 01, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shareholders' equity	$ (33,435,000)			$ (26,523,000)
Retained Earnings [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shareholders' equity	$ 449,704,000	$ 451,828,000		447,371,000	$ 432,297,000	$ 427,434,000	$ 419,732,000
Cumulative Effect, Period of Adoption, Adjustment \| Retained Earnings [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shareholders' equity			$ 20,000	$ (20,000)			$ 3,821,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 50
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-Section 65
-Paragraph 1
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-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(6))
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+ Details

Fair Value Measurements - Fair Value of Warrant Liability (Details) - Warrant - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant liability beginning balance	$ 76	$ 205
Change in fair value	(32)	(129)
Warrant liability ending balance	$ 44	$ 76

Preferred Shares - H Shares (Details) $ / shares in Units, $ in Thousands		1 Months Ended	6 Months Ended
	Aug. 23, 2023 USD ($) $ / shares shares	Aug. 31, 2023	Jun. 30, 2024 shares	Dec. 31, 2023 shares	Aug. 11, 2023 USD ($) $ / shares shares	Jun. 30, 2023 shares	Oct. 01, 2021 $ / shares
Class of Stock [Line Items]
Maximum percentage of stock permitted to sale		20.00%
Temporary Equity, Shares Issued			15,208	43,515
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants \| $	$ 3,000
Common shares, issued (in shares)			20,334,921	15,373,616
Series H Preferred Stock
Class of Stock [Line Items]
Preferred Stock, Convertible, Conversion Ratio			142.857
Common Stock, Convertible, Percentage of Outstanding Stock Maximum			9.99%
Preferred stock, redemption price (in USD per share) \| $ / shares							$ 1,000
Preferred Stock, Convertible, Threshold of Shares Outstanding			0.100
Preferred stock, shares to be issued (in shares)					1,376
Warrants issued (in shares)					800,000
Class of Warrant or Right, Fair Value \| $					$ 1,000
Preferred stock, exchangeable shares (in shares)					14,980
Temporary Equity, Shares Issued	13,764
Common shares, issued (in shares)			4,043,850			1,431,283
Preferred stock shares converted (in shares)			28,307			10,019
Common share purchase warrants
Class of Stock [Line Items]
Warrant, outstanding (in shares)	1,966,293		5,842,354
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right	1
Warrants exercise price (in USD per share) \| $ / shares	$ 2.75				$ 2.75
Warrant term	3 years				3 years
Finder's Fee \| Series H Preferred Stock
Class of Stock [Line Items]
Temporary Equity, Shares Issued	1,377
Finder's Fee \| Common share purchase warrants
Class of Stock [Line Items]
Class of Warrant or Right, Fair Value \| $	$ 500
Warrant, outstanding (in shares)	196,629

Certain Balance Sheet Items

6 Months Ended

Jun. 30, 2024

Balance Sheet Related Disclosures [Abstract]

Certain Balance Sheet Items

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


	June 30, 2024		December 31, 2023
Prepaid insurance	$	1,317	$	575
Prepaid mining hosting services	1,059		980
Prepaid services	257		193
Bitcoin mining hosting deposit	—		10,000
Other	385		190
Total other current assets	$	3,018	$	11,938

The December 31, 2023 Bitcoin mining hosting deposit was settled by shares of Core Scientific’s common stock issued to the Company, and is included in investment in equity securities at June 30, 2024.

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


	June 30, 2024		December 31, 2023
Mining equipment	$	27,433	$	30,122
Accumulated depreciation	(7,898)		(5,956)
Property and equipment, net	$	19,535	$	24,166

Depreciation expense for property and equipment was $1.5 million and $1.0 million for the three months ended June 30, 2024 and 2023, respectively. Depreciation expense for property and equipment was $2.9 million and $1.6 million for the six months ended June 30, 2024 and 2023, respectively.

For the six months ended June 30, 2024 and 2023, the Company sold 450 and 2,531 miners, respectively, that were included in mining equipment, for proceeds of $0.2 million and $3.7 million, respectively. The Company had a loss on the sale of miners of $0.7 million during both the three and six months ended June 30, 2024. The Company had a loss on the sale of miners of $0.3 million during both the three and six months ended June 30, 2023.

Impairment of Property and Equipment

For the three and six months ended June 30, 2024, the Company recorded an impairment to property and equipment related to idle mining equipment not expected to return to use. The Company compared the indicated fair value to the carrying value of the mining equipment, and as a result of the analysis, an impairment charge of $0.9 million was recorded for the three and six months ended June 30, 2024. The estimated fair value of the Company’s mining equipment is classified in Level 3 of the fair value hierarchy. The Company incurred no property and equipment impairment charges for the three and six months ended June 30, 2023.

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


	June 30, 2024		December 31, 2023
Prepaid mining hosting services	$	3,376	$	3,402

Other	4		4
Total other non-current assets	$	3,380	$	3,406

Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Retained Earnings [Member] Cumulative Effect, Period of Adoption, Adjustment	Noncontrolling Interest
Common shares, beginning balance (in shares) at Dec. 31, 2022			9,804,609
Beginning balance, shareholders' equity at Dec. 31, 2022			$ 456,402	$ (1,799)	$ (419,732)	$ (3,821)
Beginning balance, shareholders' equity at Dec. 31, 2022	$ 34,565	$ (3,821)					$ (306)
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2016-13 [Member]
Issuance of common shares for conversion of preferred shares (in shares)			748,427
Conversion of preferred shares	$ 2,311		$ 2,311
Issuance of common shares for vested restricted stock units (in shares)			10,656
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	485		$ 485
Remeasurement of redeemable non-controlling interest	(376)
Other Comprehensive Income (Loss), Net of Tax	(2)			(2)
Net loss (income)	(3,489)				(3,505)
Net income (loss)							16
Common shares, ending balance (in shares) at Mar. 31, 2023			10,563,692
Ending balance, shareholders' equity at Mar. 31, 2023			$ 459,198	(1,801)	(427,434)
Ending balance, shareholders' equity at Mar. 31, 2023	29,673						(290)
Common shares, beginning balance (in shares) at Dec. 31, 2022			9,804,609
Beginning balance, shareholders' equity at Dec. 31, 2022			$ 456,402	(1,799)	(419,732)	(3,821)
Beginning balance, shareholders' equity at Dec. 31, 2022	34,565	(3,821)					(306)
Remeasurement of redeemable non-controlling interest	(412)
Other Comprehensive Income (Loss), Net of Tax	(5)
Net loss (income)	(8,249)
Net income (loss)	(8,332)
Common shares, ending balance (in shares) at Jun. 30, 2023			11,423,310
Ending balance, shareholders' equity at Jun. 30, 2023			$ 462,226	(1,804)	(432,297)
Ending balance, shareholders' equity at Jun. 30, 2023	27,902						(223)
Common shares, beginning balance (in shares) at Mar. 31, 2023			10,563,692
Beginning balance, shareholders' equity at Mar. 31, 2023			$ 459,198	(1,801)	(427,434)
Beginning balance, shareholders' equity at Mar. 31, 2023	29,673						(290)
Issuance of common shares for conversion of preferred shares (in shares)			682,856
Conversion of preferred shares	2,109		$ 2,109
Exercised (in shares)			94,701
Stock Issued During Period, Value, Stock Options Exercised	200		$ 200
Issuance of common shares for vested restricted stock units (in shares)			82,061
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	719		$ 719
Remeasurement of redeemable non-controlling interest	(36)
Other Comprehensive Income (Loss), Net of Tax	(3)			(3)
Net loss (income)	(4,760)				(4,827)
Net income (loss)	(4,827)						67
Common shares, ending balance (in shares) at Jun. 30, 2023			11,423,310
Ending balance, shareholders' equity at Jun. 30, 2023			$ 462,226	(1,804)	(432,297)
Ending balance, shareholders' equity at Jun. 30, 2023	$ 27,902						(223)
Common shares, beginning balance (in shares) at Dec. 31, 2023	15,373,616		15,373,616
Beginning balance, shareholders' equity at Dec. 31, 2023	$ 26,523		$ 475,702	(1,808)	(447,371)	20
Beginning balance, shareholders' equity at Dec. 31, 2023	$ 26,523	20					0
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2023-08 [Member]
Issuance of common shares for conversion of preferred shares (in shares)			2,422,710
Conversion of preferred shares	$ 4,327		$ 4,327
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	1,086		$ 1,086
Other Comprehensive Income (Loss), Net of Tax	(3)			(3)
Net loss (income)	(4,477)				(4,477)
Common shares, ending balance (in shares) at Mar. 31, 2024			17,796,326
Ending balance, shareholders' equity at Mar. 31, 2024			$ 481,115	(1,811)	(451,828)
Ending balance, shareholders' equity at Mar. 31, 2024	$ 27,476						0
Common shares, beginning balance (in shares) at Dec. 31, 2023	15,373,616		15,373,616
Beginning balance, shareholders' equity at Dec. 31, 2023	$ 26,523		$ 475,702	(1,808)	(447,371)	$ 20
Beginning balance, shareholders' equity at Dec. 31, 2023	$ 26,523	$ 20					0
Exercised (in shares)	0
Remeasurement of redeemable non-controlling interest	$ 0
Other Comprehensive Income (Loss), Net of Tax	(6)
Net loss (income)	(2,353)
Net income (loss)	$ (2,353)
Common shares, ending balance (in shares) at Jun. 30, 2024	20,334,921		20,334,921
Ending balance, shareholders' equity at Jun. 30, 2024	$ 33,435		$ 484,953	(1,814)	(449,704)
Ending balance, shareholders' equity at Jun. 30, 2024	33,435						0
Common shares, beginning balance (in shares) at Mar. 31, 2024			17,796,326
Beginning balance, shareholders' equity at Mar. 31, 2024			$ 481,115	(1,811)	(451,828)
Beginning balance, shareholders' equity at Mar. 31, 2024	27,476						0
Issuance of common shares for conversion of preferred shares (in shares)			1,621,140
Conversion of preferred shares	2,811		$ 2,811
Issuance of common shares for vested restricted stock units (in shares)			717,858
Issuance of common shares for the settlement of liabilities (in shares)			199,597
Stock Issued During Period, Value, Issued for Services	255		$ 255
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	772		$ 772
Other Comprehensive Income (Loss), Net of Tax	(3)			(3)
Net loss (income)	2,124				2,124
Net income (loss)	$ 2,124
Common shares, ending balance (in shares) at Jun. 30, 2024	20,334,921		20,334,921
Ending balance, shareholders' equity at Jun. 30, 2024	$ 33,435		$ 484,953	$ (1,814)	$ (449,704)
Ending balance, shareholders' equity at Jun. 30, 2024	$ 33,435						$ 0

Subsequent Events (Details) $ in Thousands	1 Months Ended	6 Months Ended
Subsequent Events (Details) $ in Thousands	Aug. 12, 2024 USD ($) miner	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($) shares	Aug. 05, 2024 shares	Dec. 31, 2023 shares
Subsequent Event [Line Items]
Common shares, issued (in shares)		20,334,921			15,373,616
Deposit for purchase of property and equipment \| $		$ 0	$ 1,561
Series H Preferred Stock
Subsequent Event [Line Items]
Common shares, issued (in shares)		4,043,850	1,431,283
Preferred stock shares converted (in shares)		28,307	10,019
Subsequent Event
Subsequent Event [Line Items]
Number of miners acquired \| miner	335
Deposit for purchase of property and equipment \| $	$ 1,300
Subsequent Event \| Series H Preferred Stock
Subsequent Event [Line Items]
Common shares, issued (in shares)				408,284
Preferred stock shares converted (in shares)				2,858

Fair Value Measurements (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
Fair Value Measurements (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Unrealized gain on investment in equity securities	$ 7,300	$ 4,500
Equity Securities, Realized Gain	$ 500	$ 500

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

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


	June 30, 2024		December 31, 2023
Supplier agreements	$	37,525	$	37,525



Capitalized development costs	103		103
	37,628		37,628
Accumulated amortization:
Supplier agreements	(33,687)		(32,944)



Capitalized development costs	(103)		(103)
	(33,790)		(33,047)
Total finite-lived intangible assets, net	$	3,838	$	4,581

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2024
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements of the Company have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”), applied on a basis consistent for all periods. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for a complete set of financial statements. These condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 13, 2024. 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 intercompany balances and transactions have been appropriately eliminated in consolidation.
Use of Estimates	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 disclosure 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. Actual results could differ from these estimates.
Foreign Currency Translation	Foreign Currency Translation The financial statements of the Company’s foreign subsidiary, for which the functional currency is the local currency, is 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.
Cash Equivalents	Cash and 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 Company maintains cash and cash equivalent balances with financial institutions that exceed federally insured limits. The Company has not experienced any losses related to these balances and believes credit risk to be minimal.
Investment in equity securities	Investment in Equity Securities The Company’s investments are in publicly held equity securities which have readily determinable fair values. These equity investments are recorded at fair value with unrealized holding gains and losses recorded in other income or expense in the consolidated statement of operations.
Digital Assets	Digital Assets Digital assets are included in current assets in the consolidated balance sheets as the Company has the ability to sell its Bitcoin in a highly liquid marketplace and the sale of Bitcoin is used to fund operating expenses to support operations. Bitcoin is expected to be realized in cash or sold or consumed during the Company’s normal operating cycle. Bitcoin held are accounted for as intangible assets with indefinite useful lives. The proceeds from the sale of Bitcoin are included within operating or investing activities in the consolidated statements of cash flows depending on the length of time the Bitcoin is held. The Company adopted ASU 2023-08 effective January 1, 2024, which requires Bitcoin to be valued at fair value at the end of each reporting period with changes in fair value recorded in operating expenses in the consolidated statements of operations. The fair value of Bitcoin is measured using the period-end closing price from the Company’s principal market. When Bitcoin is sold, the gains and losses from such transactions are measured as the difference between the cash proceeds and the carrying basis of the Bitcoin as determined on a first in-first out (“FIFO”) basis and are recorded within the same line item, Change in Fair Value of Bitcoin, in the consolidated statements of operations. Prior to the adoption of ASU 2023-08, the Company accounted for its digital assets, Bitcoin, as indefinite-lived intangible assets. The digital assets were recorded at cost less impairment. An impairment analysis was performed daily to determine if the fair value of Bitcoin was lower than the carrying value for Bitcoin until the Bitcoin was disposed of or until the end of the reporting period, whichever came first. The fair value of digital assets was determined on a nonrecurring basis based on the lowest intraday quoted price as reported in the Company’s principal market. If the carrying value of the digital asset exceeded the fair value, an impairment loss had occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the fair value determined. Impairment losses were recognized in operating expenses in the consolidated statements of operations in the period in which the impairment is identified. The impaired digital assets were written down to their fair value at the time of impairment and this new cost basis would not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale or disposition. Digital assets awarded to the Company through its mining activities were included within operating activities on the consolidated statements of cash flows. The disposal of digital assets were included within operating activities in the consolidated statements of cash flows and any realized gains or losses from such sales are included in operating costs and expenses in the consolidated statements of operations. The Company accounted for its gains or losses in accordance with the FIFO method of accounting.
Property and Equipment	Property and Equipment Property and equipment primarily consists of mining equipment and 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 five years. The Company reviews the carrying amounts of property and equipment when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the fair value of the asset is estimated in order to determine the extent of the impairment loss, if any.
Intangible Assets	Intangible Assets 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. Supplier agreements are amortized on a straight-line basis over their economic lives of 5 years as this method most closely reflects the pattern in which the economic benefits of the assets will be consumed.
Impairment of Intangible Assets	Impairment of Intangible Assets The Company performs regular reviews of intangible assets to determine if any event has occurred that may indicate that intangible assets with finite useful lives and other long-lived assets are potentially impaired. 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.
Warrant Liabilities	Warrant Liabilities Warrant liabilities are presented at fair value on the consolidated balance sheets. The warrant liabilities are subject to remeasurement at each balance sheet date and any change in fair value is recognized in interest income and other income, net, in the consolidated statements of operations.
Revenue Recognition	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 is engaged with Bitcoin mining pool operators, its customers, to provide a service to perform hash calculations for the mining pool operator, which is the Company’s only performance obligation. Providing hash calculation services is an output of the Company’s ordinary activities. The Company currently has service agreements with Foundry Digital LLC and Luxor Technology Corporation, each a cryptocurrency mining pool operator, to provide a service to perform hash calculations. In exchange for providing the service, the Company is entitled to Full Pay Per Share (“FPPS”), which is a fractional share of the fixed Bitcoin award the mining pool operator receives, plus a fractional share of the transaction fees attached to that blockchain less net digital asset fees due to the mining pool operator over the measurement period, as applicable. The pay-outs received are based on the expected value from the block reward plus the transaction fee reward, regardless of whether the mining pool operator successfully records a block to the blockchain. The Company’s fractional share is based on a contractual formula, which primarily calculates the hash rate provided to the mining pool as a percentage of total network hash rate and other inputs. The contracts are terminable at any time by either party without compensation and the Company’s enforceable right to compensation only begins when the Company starts providing the service to the mining pool operator, which occurs daily at midnight Universal Time Coordinated (“UTC”). The terms, conditions, and compensation are at the current market rates, and accordingly the renewal option is not a material right. The contract arises at the point that the Company provides hash calculation services to the mining pool operator, which is beginning contract day at midnight UTC (contract inception), as customer consumption is in tandem with daily earnings of delivery of the service. According to the customer contract, daily earnings are calculated from midnight-to-midnight UTC time, and the payout is made one hour later at 1:00 AM UTC time. The Company satisfies its performance obligation over time with daily settlement in Bitcoin. The Company’s performance is completed as it transfers the hash rate computations over-time (midnight to midnight) to the customer. The Company has full control of the mining equipment utilized in the mining pool and if the Company determines it will increase or decrease the processing power of its machines and/or fleet (i.e., for repairs or when power costs are excessive) the service provided to the customer will be adjusted. The transaction consideration the Company receives is noncash consideration in the form of Bitcoin, which the Company measures at fair value at contract inception. The noncash consideration is variable, since the amount of block reward earned depends on the amount of hash calculation services, the amount of transaction fees awarded and operator fees over the same period. The Company does not constrain this variable consideration because it is probable that a significant reversal in the amount of revenue recognized from the contract will not occur when the uncertainty is subsequently resolved and recognizes the noncash consideration on the same day that control is transferred, which is the same day as contract inception. The fair value used to calculate the noncash consideration is based on the opening price in our principal market at the beginning of each day of contract inception. Expenses associated with running the Bitcoin mining operations, such as hosting, operating supplies, utilities and monitoring services are recorded as cost of revenues.
Comprehensive Income (Loss)	Comprehensive Income (Loss) Comprehensive income (loss) and its components encompass all changes in equity other than those arising from transactions with shareholders, including net income (loss) and foreign currency translation adjustments, and is disclosed in a separate condensed consolidated statements of comprehensive income (loss).
Share-based Compensation	Share-based Compensation The Company accounts for share-based awards, and similar equity instruments, granted to employees, non-employee directors, and consultants in accordance with the authoritative guidance for share-based compensation. Share-based compensation award types may include stock options and restricted stock units (“RSUs”) and restricted stock awards (“RSAs”). Share-based compensation expense is recognized on a straight-lined basis over the requisite service period (usually the vesting period) except for options with graded vesting which is recognized pursuant to an accelerated method. Forfeitures are recognized as a reduction in share-based compensation expense as they occur.
Segment Reporting	Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. Through the period ended December 28, 2023, the Company had two operating segments. On December 28, 2023, the Company sold its service and product segment. At June 30, 2024, the Company has one operating segment and one reporting segment.
Recently Issued and Adopted Accounting Pronouncements and Accounting Pronouncements Pending Adoption	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. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the disclosure requirements related to the new standard. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities with a single reportable segment to provide all the disclosures required by this standard and all existing segment disclosures in Topic 280 on an interim and annual basis, including new requirements to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within the reported measure(s) of a segment's profit or loss, the amount and composition of any other segment items, the title and position of the CODM, and how the CODM uses the reported measure(s) of a segment's profit or loss to assess performance and decide how to allocate resources. The guidance is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, applied retrospectively with early adoption permitted. The Company is evaluating the impact of adoption of this standard on its consolidated financial statements and disclosures. Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill - and Other - Crypto Assets (Subtopic 350-60): Accounting For and Disclosure of Crypto Assets (“ASU 2023-08”), which requires that an entity measure cryptocurrency at fair value in the statement of financial position each reporting period and recognize changes from remeasurement in net income. The amendments also require that an entity provide enhanced disclosures for both annual and interim reporting periods to provide investors with relevant information to analyze and assess the exposure and risk of significant individual crypto asset holdings. In addition, fair value measurement aligns the accounting required for holders of cryptocurrency with the accounting for entities that are subject to certain industry-specific guidance and eliminates the requirement to test those assets for impairment, thereby reducing the associated cost and complexity of applying the current guidance. The Company’s digital assets are within the scope of the new guidance and the transition requires a cumulative-effect adjustment as of the beginning of the current fiscal year for any difference between the carrying amount of the Company’s digital assets and fair value. Effective January 1, 2024, the Company early adopted ASU 2023-08 and recorded a $20,000 decrease to the opening balance of accumulated deficit and an increase to digital assets.

Net Income (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share [Abstract]
Net income (loss)	$ 2,124	$ (4,827)	$ (2,353)	$ (8,332)
Weighted average common shares outstanding for basic income (loss) per share (in shares)	18,711,718	11,051,588	17,644,315	10,673,876
Net effect of dilutive common share equivalents (in shares)	2,172,569	0	0	0
Weighted average common shares outstanding for diluted net income (loss) per share (in shares)	20,884,287	11,051,588	17,644,315	10,673,876
Net income (loss) per share, basic (in USD per share)	$ 0.11	$ (0.44)	$ (0.13)	$ (0.78)
Net income (loss) per share, diluted (in USD per share)	$ 0.10	$ (0.44)	$ (0.13)	$ (0.78)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Service Agreements On October 18, 2023, the Company entered into a Hosting Agreement with Joshi Petroleum, LLC (the “Joshi Hosting Agreement”) for rack space, network services, electrical connections, routine facility maintenance, and technical support of certain of the Company’s mining equipment. The Joshi Hosting Agreement has an initial term of three years with subsequent one year renewal periods until either party provides written notice to the other party of its desire to avoid and given renewal term at least 30 days in advance of the conclusion of the prior initial term or renewal period. As required by the Joshi Hosting Agreement, the Company paid a deposit of $0.3 million representing the last two months of estimated service fees. For the three months ended June 30, 2024 and 2023, the Company incurred costs under the Joshi Hosting Agreement of $0.4 million and nil, respectively. For the six months ended June 30, 2024 and 2023, the Company incurred costs under the Joshi Hosting Agreement of $0.8 million and nil, respectively. On April 4, 2023, the Company entered into a Master Hosting Services Agreement with Rebel Mining Company, LLC (the “Rebel Hosting Agreement”) for rack space, network services, electrical connections, routine facility maintenance, and technical support of certain of the Company’s mining equipment. The Rebel Hosting Agreement has a term of three years with subsequent one year renewal periods. As required by the Rebel Hosting Agreement, the Company paid deposits of $2.6 million representing the last two months of estimated service fees. For the three months ended June 30, 2024 and 2023, the Company incurred costs under the Rebel Hosting Agreement of $0.9 million and $1.2 million, respectively. For the six months ended June 30, 2024 and 2023, the Company incurred costs under the Rebel Hosting Agreement of $2.4 million and $1.2 million, respectively. On February 8, 2023, the Company entered into a Hosting Agreement with Lancium FS 25, LLC (the “Lancium Hosting Agreement”) for rack space, network services, electrical connections, routine facility maintenance, and technical support of certain of the Company’s mining equipment. The Lancium Hosting Agreement has a term of two years with subsequent one year renewal periods. As required by the Lancium Hosting Agreement, the Company paid a deposit of $0.2 million representing a partial payment towards the last two months of estimated service fees. For the three months ended June 30, 2024 and 2023, the Company incurred costs under the Lancium Hosting Agreement of $0.9 million and $0.5 million, respectively. For the six months ended June 30, 2024 and 2023, the Company incurred costs under the Lancium Hosting Agreement of $1.7 million and $0.5 million, respectively. In the first quarter of 2024, Marathon Digital Holdings acquired GC Data Center Granbury Equity Holdings, LLC and assumed the GC Data Center master agreement, which such agreement will be referred to as the Marathon master agreement (“Marathon MA”) going forward. The Marathon MA has a term of five years beginning December 2022. The monthly service fee is payable based on the actual hash rate performance of the equipment per miner type per location as a percentage of the anticipated monthly hash rate per miner type. As required by the service agreement, the Company paid a deposit of $0.5 million representing the last two months of estimated service fees. For the three months ended June 30, 2024 and 2023, the Company incurred costs under the Marathon MA of $1.2 million and $1.3 million, respectively. For the six months ended June 30, 2024 and 2023, the Company incurred costs under the Marathon MA of $2.3 million and $2.6 million, respectively. Hosting Sub-License On October 5, 2021, the Company entered into a Sub-License and Delegation Agreement (“Hosting Sub-Lease”) by and between Gryphon Digital Mining, Inc. (“Gryphon”) and the Company, which assigned to the Company certain Master Services Agreement, dated as of September 12, 2021 (the “Core Scientific MSA”), by and between Core Scientific, Inc. (“Core Scientific”), and Gryphon and Master Services Agreement Order #2 (“Order 2”). The agreement allowed for approximately 230 MW of carbon neutral digital mining hosting capacity to be managed by Core Scientific as hosting partner. On January 16, 2024, the Company reached a settlement agreement (the “Settlement Agreement”) with Core Scientific, which was approved by a United States Bankruptcy Judge on January 16, 2024 as part of Core Scientific’s emergence from bankruptcy, for $10.0 million of Core Scientific’s equity. The Settlement Agreement includes access to potential additional funds for interest as well as an additional equity pool if the value of Core Scientific’s equity decreases below plan value in the 18 months after the date of the Settlement Agreement commensurate with the other unsecured creditors. On January 23, 2024, the Company received 2,050,982 shares of Core Scientific Inc. common stock trading under the Nasdaq symbol CORZ, which was included in investment in equity securities. Letters of credit During the ordinary course of business, the Company provides standby letters of credit to third parties as required for certain transactions initiated by the Company. As of June 30, 2024, the Company has no standby letters of credit outstanding. Litigation The Company is, from time to time, subject to claims and suits 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. Paid expenses related to the defense of such claims are recorded by the Company as incurred and paid. On the basis of current information, the Company does not believe there is a reasonable possibility that a 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. On April 7, 2023, the Company filed a suit against Gryphon in the U.S. District Court for the Southern District of New York. The Company alleges, among other things, that Gryphon materially breached its obligations to the Company, both its contractual duties under the Gryphon Master Services Agreement (the “Gryphon MSA”) dated August 19, 2021, and its fiduciary duties, including as a custodian of the Company’s assets. On August 22, 2023, Gryphon asserted counterclaims alleging breach of contract, breach of the implied covenant of good faith and fair dealing, negligence in managing its computer systems, and defamation. On November 7, 2023, Gryphon voluntarily dismissed its defamation claim. Gryphon has amended its complaint several times, and on December 14, 2023, added a second breach of contract claim predicated on another alleged breach of the Gryphon MSA. On February 2, 2024, the Company filed a partial motion to dismiss the second breach of contract claim, the negligence claim, and the breach of the implied covenant claim for failure to state a claim. On February 16, 2024, the court so-ordered a stipulation agreed to by the parties dismissing the second breach of contract claim, the negligence claim, and the breach of the implied covenant claim with prejudice. The so-ordered stipulation expressly preserves the Company’s ability to seek the recovery of its costs and attorney’s fees incurred in connection with the dismissed claims. The Company disputes the allegations against it and intends to vigorously defend itself and to vigorously pursue its claims against Gryphon. At this preliminary stage, the Company believes that Gryphon’s claims lack merit; however, because this litigation is still at this early stage, the Company cannot reasonably estimate the likelihood of an unfavorable outcome or the magnitude of such an outcome, if any. On March 19, 2024, the Company filed a separate lawsuit against Gryphon in the U.S. District Court for the Southern District of New York. The Company alleged that Gryphon converted certain digital assets of Sphere’s after the termination of the Gryphon MSA. After the Company filed the lawsuit, Gryphon returned proceeds stemming from the sale of Bitcoin. The Company subsequently dismissed the suit without prejudice. In March 2024, the Company received $1.5 million in proceeds from the sale of Bitcoin, which are included in the statements of cash flows within investing activities.

Digital Assets

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Digital Assets

The following table presents the activities of Bitcoin (in thousands):


Balance at January 1, 2024	$	986
Cumulative effect upon adoption of ASU 2023-08	20
Revenue recognized from Bitcoin mined	11,612
Proceeds from sale of Bitcoin	(12,333)
Bitcoin issued for services	(538)
Change in fair value of Bitcoin	703
Balance at June 30, 2024	$	450

The following table presents Bitcoin holdings (in thousands except for number of Bitcoin):


	June 30, 2024
Number of Bitcoin held	7.2
Carrying basis of Bitcoin	$	449

For the three and six months ended June 30, 2024, the Company had a realized loss of $0.1 million and a realized gain of $0.6 million, respectively, on the sale of Bitcoin.

All additions of Bitcoin were the result of Bitcoin generated by the Company’s Bitcoin mining operations. All dispositions of Bitcoin were the result of sales on the open market and used to fund the Company’s operations. The Company's Bitcoin holdings are not subject to sale restrictions and do not serve as collateral for any agreements. As of June 30, 2024 and December 31, 2023, the Company held no other cryptocurrency.

Share Capital (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Schedule of Warrants

At June 30, 2024, the Company had the following outstanding warrants to purchase common shares:


Date issued	Contractual life (years)	Exercise price	Number outstanding	Expiration
July 2021	3	$28.00	285,716	December 22, 2024
August 2021	3	$45.50	370,787	August 25, 2024
August 2021	3	$52.50	370,787	August 25, 2024
September 2021	5	$66.50	1,614,299	September 8, 2026
October 2021	3	$42.00	121,429	October 1, 2024
February 2022	5	$28.00	14,286	February 7, 2027
February 2022	5	$35.00	14,286	February 7, 2027
February 2022	5	$42.00	14,286	February 7, 2027
April 2023	3	$1.34	73,556	April 17, 2026
August 2023	3	$2.75	800,000	August 11, 2026
August 2023	3	$2.75	2,162,922	August 23, 2026
			5,842,354

Equity Incentive Plan (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The assumptions used in the Black-Scholes model were as follows:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Expected volatility	126.1%	84.0%	124.3-126.1%	84.0%
Expected term (in years)	3.5	0.5	3.5	0.5
Risk-free interest rate	4.61%	5.27%	4.09-4.61%	5.27%
Dividend yield	—	—	—	—

Share-based Payment Arrangement, Option, Activity

The following table summarizes option activity:


	Shares Subject to Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Options outstanding — January 1, 2024	395,241	$	6.34
Granted	371,465	$	2.16
Exercised	—	$	—
Forfeited	(164,117)	$	3.57
Options outstanding — June 30, 2024	602,589	$	4.51	4.6	$	—
Vested and expected to vest — June 30, 2024	602,589	$	4.51	4.6	$	—
Exercisable — June 30, 2024	360,404	$	5.48	4.0	$	—

Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity

The following table summarizes RSU activity:


	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding — January 1, 2024	58,929	$	9.51
Granted	1,757,250	$	1.72
Vested and released	(717,858)	$	1.84
Forfeited	—	$	—
Outstanding — June 30, 2024	1,098,321	$	2.06
Vested and unreleased — June 30, 2024	117,076	$	2.15

Share-based Payment Arrangement, Expensed and Capitalized, Amount

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Sales and marketing	$	—	$	35	$	—	$	51

General and administrative	772		684		1,858		1,153
Total share-based compensation expense	$	772	$	719	$	1,858	$	1,204

Share-based Payment Arrangement, Nonvested Award, Cost

Total unrecognized estimated compensation cost by type of award and the weighted-average remaining requisite service period over which such expense is expected to be recognized (in thousands, unless otherwise noted):


	June 30, 2024
	Unrecognized Expense		Remaining Weighted-Average Recognition Period (years)
RSUs	$	1,778	1.3
Stock options	$	261	0.7

Equity Incentive Plan - RSA (Details) - Restricted Stock Awards - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grants (in shares)	199,597	0
Weighted average grant date fair value, granted (in USD per share)	$ 1.28
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value	$ 255,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Temporary Equity, Par or Stated Value Per Share	$ 0	$ 0
Temporary Equity, Shares Issued	15,208	43,515
Temporary Equity, Shares Outstanding	15,208	43,515
Common shares, no par value	$ 0	$ 0
Common shares, issued (in shares)	20,334,921	15,373,616
Common shares, outstanding (in shares)	20,334,921	15,373,616

Digital Assets - Narrative (Details)	3 Months Ended	6 Months Ended
Digital Assets - Narrative (Details)	Jun. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Realized Gain On Exchange Of Bitcoin	$ 100,000	$ 600,000
Other cryptocurrency	0	0	0

Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	$ 37,628	$ 37,628
Finite-lived intangible assets, accumulated amortization	(33,790)	(33,047)
Total finite-lived intangible assets, net	3,838	4,581
Supplier agreements
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	37,525	37,525
Finite-lived intangible assets, accumulated amortization	(33,687)	(32,944)
Capitalized development costs
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	103	103
Finite-lived intangible assets, accumulated amortization	$ (103)	$ (103)

Summary of Significant Accounting Policies - PPE (Details)	Jun. 30, 2024
Mining Equipment
Property, Plant and Equipment [Line Items]
Useful lives of assets, mining equipment (in years)	5 years

Fair Value Measurements - Fair Value of Financial Instruments on a Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Assets:
Total	$ 9,992
Investment in equity securities
Assets:
Total	9,542
Bitcoin
Assets:
Total	450
Warrant
Liabilities:
Warrant liabilities	44	$ 205
Fair Value, Inputs, Level 1
Assets:
Total	9,992
Fair Value, Inputs, Level 1 \| Investment in equity securities
Assets:
Total	9,542
Fair Value, Inputs, Level 1 \| Bitcoin
Assets:
Total	450
Fair Value, Inputs, Level 1 \| Warrant
Liabilities:
Warrant liabilities	0	0
Fair Value, Inputs, Level 2
Assets:
Total	0
Fair Value, Inputs, Level 2 \| Investment in equity securities
Assets:
Total	0
Fair Value, Inputs, Level 2 \| Bitcoin
Assets:
Total	0
Fair Value, Inputs, Level 2 \| Warrant
Liabilities:
Warrant liabilities	0	0
Fair Value, Inputs, Level 3
Assets:
Total	0
Fair Value, Inputs, Level 3 \| Investment in equity securities
Assets:
Total	0
Fair Value, Inputs, Level 3 \| Bitcoin
Assets:
Total	0
Fair Value, Inputs, Level 3 \| Warrant
Liabilities:
Warrant liabilities	$ 44	$ 205

Equity Incentive Plan - Unrecognized Compensation Cost (Details)	6 Months Ended
	Jun. 30, 2024 USD ($)
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Expense	$ 1,778,000
Remaining Weighted-Average Recognition Period (years)	1 year 3 months 18 days
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Expense	$ 261,000
Remaining Weighted-Average Recognition Period (years)	8 months 12 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Principles of Consolidation The condensed consolidated financial statements of the Company have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”), applied on a basis consistent for all periods. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for a complete set of financial statements. These condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 13, 2024. 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 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 disclosure 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. Actual results could differ from these estimates. Foreign Currency Translation The financial statements of the Company’s foreign subsidiary, for which the functional currency is the local currency, is 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 for the three and six months ended June 30, 2024 and 2023. Cash and 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 Company maintains cash and cash equivalent balances with financial institutions that exceed federally insured limits. The Company has not experienced any losses related to these balances and believes credit risk to be minimal. Investment in Equity Securities The Company’s investments are in publicly held equity securities which have readily determinable fair values. These equity investments are recorded at fair value with unrealized holding gains and losses recorded in other income or expense in the consolidated statement of operations. Digital Assets Digital assets are included in current assets in the consolidated balance sheets as the Company has the ability to sell its Bitcoin in a highly liquid marketplace and the sale of Bitcoin is used to fund operating expenses to support operations. Bitcoin is expected to be realized in cash or sold or consumed during the Company’s normal operating cycle. Bitcoin held are accounted for as intangible assets with indefinite useful lives. The proceeds from the sale of Bitcoin are included within operating or investing activities in the consolidated statements of cash flows depending on the length of time the Bitcoin is held. The Company adopted ASU 2023-08 effective January 1, 2024, which requires Bitcoin to be valued at fair value at the end of each reporting period with changes in fair value recorded in operating expenses in the consolidated statements of operations. The fair value of Bitcoin is measured using the period-end closing price from the Company’s principal market. When Bitcoin is sold, the gains and losses from such transactions are measured as the difference between the cash proceeds and the carrying basis of the Bitcoin as determined on a first in-first out (“FIFO”) basis and are recorded within the same line item, Change in Fair Value of Bitcoin, in the consolidated statements of operations. Prior to the adoption of ASU 2023-08, the Company accounted for its digital assets, Bitcoin, as indefinite-lived intangible assets. The digital assets were recorded at cost less impairment. An impairment analysis was performed daily to determine if the fair value of Bitcoin was lower than the carrying value for Bitcoin until the Bitcoin was disposed of or until the end of the reporting period, whichever came first. The fair value of digital assets was determined on a nonrecurring basis based on the lowest intraday quoted price as reported in the Company’s principal market. If the carrying value of the digital asset exceeded the fair value, an impairment loss had occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the fair value determined. Impairment losses were recognized in operating expenses in the consolidated statements of operations in the period in which the impairment is identified. The impaired digital assets were written down to their fair value at the time of impairment and this new cost basis would not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale or disposition. Digital assets awarded to the Company through its mining activities were included within operating activities on the consolidated statements of cash flows. The disposal of digital assets were included within operating activities in the consolidated statements of cash flows and any realized gains or losses from such sales are included in operating costs and expenses in the consolidated statements of operations. The Company accounted for its gains or losses in accordance with the FIFO method of accounting. Property and Equipment Property and equipment primarily consists of mining equipment and 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 five years. The Company reviews the carrying amounts of property and equipment when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the fair value of the asset is estimated in order to determine the extent of the impairment loss, if any. Intangible Assets 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. Supplier agreements are amortized on a straight-line basis over their economic lives of 5 years as this method most closely reflects the pattern in which the economic benefits of the assets will be consumed. Impairment of Intangible Assets The Company performs regular reviews of intangible assets to determine if any event has occurred that may indicate that intangible assets with finite useful lives and other long-lived assets are potentially impaired. 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. Warrant Liabilities Warrant liabilities are presented at fair value on the consolidated balance sheets. The warrant liabilities are subject to remeasurement at each balance sheet date and any change in fair value is recognized in interest income and other income, net, in the consolidated statements of operations. 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 is engaged with Bitcoin mining pool operators, its customers, to provide a service to perform hash calculations for the mining pool operator, which is the Company’s only performance obligation. Providing hash calculation services is an output of the Company’s ordinary activities. The Company currently has service agreements with Foundry Digital LLC and Luxor Technology Corporation, each a cryptocurrency mining pool operator, to provide a service to perform hash calculations. In exchange for providing the service, the Company is entitled to Full Pay Per Share (“FPPS”), which is a fractional share of the fixed Bitcoin award the mining pool operator receives, plus a fractional share of the transaction fees attached to that blockchain less net digital asset fees due to the mining pool operator over the measurement period, as applicable. The pay-outs received are based on the expected value from the block reward plus the transaction fee reward, regardless of whether the mining pool operator successfully records a block to the blockchain. The Company’s fractional share is based on a contractual formula, which primarily calculates the hash rate provided to the mining pool as a percentage of total network hash rate and other inputs. The contracts are terminable at any time by either party without compensation and the Company’s enforceable right to compensation only begins when the Company starts providing the service to the mining pool operator, which occurs daily at midnight Universal Time Coordinated (“UTC”). The terms, conditions, and compensation are at the current market rates, and accordingly the renewal option is not a material right. The contract arises at the point that the Company provides hash calculation services to the mining pool operator, which is beginning contract day at midnight UTC (contract inception), as customer consumption is in tandem with daily earnings of delivery of the service. According to the customer contract, daily earnings are calculated from midnight-to-midnight UTC time, and the payout is made one hour later at 1:00 AM UTC time. The Company satisfies its performance obligation over time with daily settlement in Bitcoin. The Company’s performance is completed as it transfers the hash rate computations over-time (midnight to midnight) to the customer. The Company has full control of the mining equipment utilized in the mining pool and if the Company determines it will increase or decrease the processing power of its machines and/or fleet (i.e., for repairs or when power costs are excessive) the service provided to the customer will be adjusted. The transaction consideration the Company receives is noncash consideration in the form of Bitcoin, which the Company measures at fair value at contract inception. The noncash consideration is variable, since the amount of block reward earned depends on the amount of hash calculation services, the amount of transaction fees awarded and operator fees over the same period. The Company does not constrain this variable consideration because it is probable that a significant reversal in the amount of revenue recognized from the contract will not occur when the uncertainty is subsequently resolved and recognizes the noncash consideration on the same day that control is transferred, which is the same day as contract inception. The fair value used to calculate the noncash consideration is based on the opening price in our principal market at the beginning of each day of contract inception. Expenses associated with running the Bitcoin mining operations, such as hosting, operating supplies, utilities and monitoring services are recorded as cost of revenues. Comprehensive Income (Loss) Comprehensive income (loss) and its components encompass all changes in equity other than those arising from transactions with shareholders, including net income (loss) and foreign currency translation adjustments, and is disclosed in a separate condensed consolidated statements of comprehensive income (loss). Share-based Compensation The Company accounts for share-based awards, and similar equity instruments, granted to employees, non-employee directors, and consultants in accordance with the authoritative guidance for share-based compensation. Share-based compensation award types may include stock options and restricted stock units (“RSUs”) and restricted stock awards (“RSAs”). Share-based compensation expense is recognized on a straight-lined basis over the requisite service period (usually the vesting period) except for options with graded vesting which is recognized pursuant to an accelerated method. Forfeitures are recognized as a reduction in share-based compensation expense as they occur. Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. Through the period ended December 28, 2023, the Company had two operating segments. On December 28, 2023, the Company sold its service and product segment. At June 30, 2024, the Company has one operating segment and one reporting segment. 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. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the disclosure requirements related to the new standard. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities with a single reportable segment to provide all the disclosures required by this standard and all existing segment disclosures in Topic 280 on an interim and annual basis, including new requirements to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within the reported measure(s) of a segment's profit or loss, the amount and composition of any other segment items, the title and position of the CODM, and how the CODM uses the reported measure(s) of a segment's profit or loss to assess performance and decide how to allocate resources. The guidance is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, applied retrospectively with early adoption permitted. The Company is evaluating the impact of adoption of this standard on its consolidated financial statements and disclosures. Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill - and Other - Crypto Assets (Subtopic 350-60): Accounting For and Disclosure of Crypto Assets (“ASU 2023-08”), which requires that an entity measure cryptocurrency at fair value in the statement of financial position each reporting period and recognize changes from remeasurement in net income. The amendments also require that an entity provide enhanced disclosures for both annual and interim reporting periods to provide investors with relevant information to analyze and assess the exposure and risk of significant individual crypto asset holdings. In addition, fair value measurement aligns the accounting required for holders of cryptocurrency with the accounting for entities that are subject to certain industry-specific guidance and eliminates the requirement to test those assets for impairment, thereby reducing the associated cost and complexity of applying the current guidance. The Company’s digital assets are within the scope of the new guidance and the transition requires a cumulative-effect adjustment as of the beginning of the current fiscal year for any difference between the carrying amount of the Company’s digital assets and fair value. Effective January 1, 2024, the Company early adopted ASU 2023-08 and recorded a $20,000 decrease to the opening balance of accumulated deficit and an increase to digital assets.

Share Capital LDA Warrant (Details) - LDA Warrant	Apr. 17, 2023 $ / shares shares
Class of Warrant or Right [Line Items]
Number of shares called by warrants (in shares) \| shares	455,927
Warrants exercise price (in USD per share) \| $ / shares	$ 1.342
Warrant term	3 years
Percent of maximum aggregate common shares issuable reserved for issuance	200.00%

Segment Reporting

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Segment Reporting

Segment Information

In the prior year, the Company had two operating segments, (1) Bitcoin Mining and (2) Service and Product. The segment disclosures present the measure(s) used by the chief operating decision maker to decide how to allocate resources and for purposes of assessing such segments’ performance. On December 28, 2023, the Company sold its Service and Product segment. As of January 1, 2024, the Company has one operating segment and one reporting segment.

The Bitcoin Mining segment generates revenue through its Bitcoin mining activities. The Company generates its Bitcoin mining revenue from two mining pool operators. The Company’s revenue from Bitcoin mining is generated in the United States.

The Service and Product segment generated revenue from customer contracts for service and extended service contract and the sale of products related to the Company’s data storage product line. The Company’s revenue from service and product was generated in the United States.

Summary information by segment (in thousands):


Three months ended June 30, 2023	Bitcoin Mining		Service and Product		Unallocated		Total Consolidated
Revenue	$	4,966	$	500	$	—	$	5,466
Segment gross profit	$	891	$	292	$	—	$	1,183
Segment loss from operations	$	(821)	$	(285)	$	(3,590)	$	(4,696)
Interest expense	$	—	$	—	$	1,173	$	1,173
Depreciation and amortization	$	1,346	$	3	$	26	$	1,375


Six months ended June 30, 2023	Bitcoin Mining		Service and Product		Unallocated		Total Consolidated
Revenue	$	7,490	$	1,002	$	—	$	8,492
Segment gross profit	$	1,451	$	495	$	—	$	1,946
Segment loss from operations	$	(712)	$	(742)	$	(6,982)	$	(8,436)
Capital expenditures	$	1,561	$	—	$	—	$	1,561
Interest expense	$	—	$	—	$	1,173	$	1,173
Depreciation and amortization	$	2,331	$	17	$	52	$	2,400

Service and product had the following customers that represented more than 10% of segment revenue.


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Customer A	—	%	24.7	%	—	%	24.2	%
Customer B	—	%	13.9	%	—	%	14.4	%
Customer C	—	%	10.9	%	—	%	10.9	%

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Subsequent to June 30, 2024, the Company issued 408,284 common shares for the conversion of 2,858 Series H Preferred Shares. Subsequent to June 30, 2024, the Company purchased 335 new miners for $1.3 million.

Commitments and Contingencies - Letters of Credit (Details)	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Number of letters of credit outstanding	0

Share Capital

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Share Capital

On April 17, 2023, the Company entered into a Securities Purchase Agreement (the “LDA Purchase Agreement”) as amended April 25, 2023, pursuant to which the Company issued to an investor, LDA Capital Limited (the “Investor”) a common share purchase warrant (the “LDA Warrant”) to purchase up to 455,927 common shares of the Company (the “LDA Warrant Shares”). The LDA Warrant is exercisable at an exercise price of $1.342 per share and expires three years from the date of issuance or earlier if the closing of a Fundamental Transaction occurs (defined as merger or consolidation, any sale of substantially all of the Company’s assets, any tender offer or exchange offer pursuant to which common shareholders can tender or exchange their shares for other securities, cash or property, as well as any reclassification of common shares into other securities, cash or property). The exercise price of the LDA Warrant is subject to adjustment for certain stock splits, stock combinations and dilutive share issuances. Pursuant to the terms of the LDA Purchase Agreement, the Company will reserve for issuance 200% of the maximum aggregate number of common shares as are issuable upon exercise in full of the LDA Warrant at any time.

The LDA Warrant contains a contingent put option. In the event of a Fundamental Transaction, the Investor may, at the Investor’s option, require the Company to purchase the LDA Warrant for an amount of cash equal to the Black Scholes value of the remaining unexercised portion of the warrant on the date of consummation of such Fundamental Transaction. The Company has recorded the warrant as a liability and will adjust the warrant liability to fair value each reporting period until settled.

Unlimited authorized shares of common shares at no par value are available to the Company. At June 30, 2024, the Company had the following outstanding warrants to purchase common shares:


Date issued	Contractual life (years)	Exercise price	Number outstanding	Expiration
July 2021	3	$28.00	285,716	December 22, 2024
August 2021	3	$45.50	370,787	August 25, 2024
August 2021	3	$52.50	370,787	August 25, 2024
September 2021	5	$66.50	1,614,299	September 8, 2026
October 2021	3	$42.00	121,429	October 1, 2024
February 2022	5	$28.00	14,286	February 7, 2027
February 2022	5	$35.00	14,286	February 7, 2027
February 2022	5	$42.00	14,286	February 7, 2027
April 2023	3	$1.34	73,556	April 17, 2026
August 2023	3	$2.75	800,000	August 11, 2026
August 2023	3	$2.75	2,162,922	August 23, 2026
			5,842,354

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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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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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (i)
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Commitments and Contingencies - Services Agreement (Details) - USD ($) $ in Thousands				3 Months Ended		6 Months Ended
	Oct. 18, 2023	Apr. 04, 2023	Feb. 08, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Joshi Hosting
Other Commitments [Line Items]
Service Agreement, Term of Contract	3 years
Service Agreement, Renewal Period	1 year
Service Agreement, Renewal Term	30 days
Hosting Arrangement, Deposit Paid	$ 300
Hosting Arrangement, Payment of Service Fee Period	2 months
Hosting service expense				$ 400	$ 0	$ 800	$ 0
Rebel Mining Company
Other Commitments [Line Items]
Service Agreement, Term of Contract		3 years
Service Agreement, Renewal Period		1 year
Hosting Arrangement, Deposit Paid		$ 2,600
Hosting Arrangement, Payment of Service Fee Period		2 months
Hosting service expense				900	1,200	2,400	1,200
Lancium
Other Commitments [Line Items]
Service Agreement, Term of Contract			2 years
Service Agreement, Renewal Period			1 year
Hosting Arrangement, Deposit Paid			$ 200
Hosting Arrangement, Payment of Service Fee Period			2 months
Hosting service expense				900	500	$ 1,700	500
Maration MA
Other Commitments [Line Items]
Service Agreement, Term of Contract						5 years
Hosting Arrangement, Deposit Paid						$ 500
Hosting Arrangement, Payment of Service Fee Period						2 months
Hosting service expense				$ 1,200	$ 1,300	$ 2,300	$ 2,600

Segment Reporting - Service and Product Segment (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2024 segment	Jun. 30, 2023	Jun. 30, 2023 segment
Segment Reporting Information [Line Items]
Number of operating Segments			1	1	2	2
Number of mining pool operators		2			2	2
Number of Reportable Segments			1
Revenue from Contract with Customer Benchmark \| Customer A \| Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	0.00%	24.70%	0.00%		24.20%
Revenue from Contract with Customer Benchmark \| Customer B \| Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	0.00%	13.90%	0.00%		14.40%
Revenue from Contract with Customer Benchmark \| Customer C \| Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	0.00%	10.90%	0.00%		10.90%

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ 2,124	$ (4,760)	$ (2,353)	$ (8,249)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(3)	(3)	(6)	(5)
Total other comprehensive (loss) income	(3)	(3)	(6)	(5)
Comprehensive loss	$ 2,121	$ (4,763)	$ (2,359)	$ (8,254)

- Definition

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

+ References

+ Details

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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+ Details

Net Income (Loss) per Share - Net Loss Per Share AntiDilutive (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Common share purchase warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	5,842,354	3,261,803	5,842,354	3,261,803
Preferred shares issued and outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	0	7,140,136	2,172,569	7,140,136
Options and awards outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	1,700,910	827,670	1,700,910	827,670
Convertible Debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	0	480,031	0	480,031

Equity Incentive Plan option misc (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Option awards maximum term	10 years
Dividends	$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 1.67	$ 0.51

Equity Incentive Plan - Summary of Restricted Stock Activity (Details) - Restricted Stock Units (RSUs)	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Stock Options
Outstanding - beginning of period (in shares) \| shares	58,929
Grants (in shares) \| shares	1,757,250
RSUs Vested (in shares) \| shares	717,858
Forfeited (in shares) \| shares	0
Outstanding - end of period (in shares) \| shares	1,098,321
Vested and unreleased — June 30, 2024 \| shares	117,076
Weighted Average Grant Date Fair Value
Weighted average grant date fair value, outstanding - beginning of period (in USD per share) \| $ / shares	$ 9.51
Weighted average grant date fair value, granted (in USD per share) \| $ / shares	1.72
Weighted average grant date fair value, vested (in USD per share) \| $ / shares	1.84
Weighted average grant date fair value, forfeited (in USD per share) \| $ / shares	0
Weighted average grant date fair value, outstanding - end of period (in USD per share) \| $ / shares	2.06
RSUs Vested and Unreleased in Period, Weighted Average Grant Date Fair Value \| $ / shares	$ 2.15

Certain Balance Sheet Items - Other current assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance	$ 1,317	$ 575
Prepaid digital hosting services	1,059	980
Prepaid services	257	193
Bitcoin mining hosting deposit	0	10,000
Other	385	190
Other Assets, Current	$ 3,018	$ 11,938

Equity Incentive Plan - Summary of Option Activity (Details)	6 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares
Stock Options
Beginning, options outstanding (in shares) \| shares	395,241
Granted (in shares) \| shares	371,465
Exercised (in shares) \| shares	0
Forfeited (in shares) \| shares	(164,117)
Ending, options outstanding (in shares) \| shares	602,589
Vested and expected to vest (in shares) \| shares	602,589
Exercisable (in shares) \| shares	360,404
Weighted- Average Exercise Price
Beginning, outstanding (in USD per share) \| $ / shares	$ 6.34
Granted (in USD per share) \| $ / shares	2.16
Exercised (in USD per share) \| $ / shares	0
Forfeited (in USD per share) \| $ / shares	3.57
Ending, outstanding (in USD per share) \| $ / shares	4.51
Vested and expected to vest (in USD per share) \| $ / shares	4.51
Exercisable (in USD per share) \| $ / shares	$ 5.48
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value
Outstanding (in years)	4 years 7 months 6 days
Vested and expected to vest (in years)	4 years 7 months 6 days
Exercisable (in years)	4 years
Aggregate intrinsic value, outstanding \| $	$ 0
Aggregate intrinsic value, vested and expected to vest \| $	0
Aggregate intrinsic value, exercisable \| $	$ 0

Segment Reporting - Summary Information by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting Information [Line Items]
Revenue	$ 4,666	$ 5,466	$ 11,612	$ 8,492
Gross Profit		1,183		1,946
Loss from Operations	(5,711)	(4,696)	(7,577)	(8,436)
Capital expenditures				1,561
Interest expense	0	1,173	0	1,173
Depreciation and amortization	$ 1,816	1,375	$ 3,637	2,400
Corporate, Non-Segment
Segment Reporting Information [Line Items]
Revenue		0		0
Gross Profit		0		0
Loss from Operations		(3,590)		(6,982)
Capital expenditures				0
Interest expense		1,173		1,173
Depreciation and amortization		26		52
Bitcoin Mining \| Operating Segments
Segment Reporting Information [Line Items]
Revenue		4,966		7,490
Gross Profit		891		1,451
Loss from Operations		(821)		(712)
Capital expenditures				1,561
Interest expense		0		0
Depreciation and amortization		1,346		2,331
Service and product [Member] \| Operating Segments
Segment Reporting Information [Line Items]
Revenue		500		1,002
Gross Profit		292		495
Loss from Operations		(285)		(742)
Capital expenditures				0
Interest expense		0		0
Depreciation and amortization		$ 3		$ 17

Digital Assets - Bitcoin (Details) $ in Thousands	Jun. 30, 2024 USD ($) bitcoin	Dec. 31, 2023 USD ($)
Indefinite-lived Intangible Assets [Line Items]
Number of Bitcoin held \| bitcoin	7.2
Carrying basis of Bitcoin	$ 450	$ 986
Bitcoin
Indefinite-lived Intangible Assets [Line Items]
Carrying basis of Bitcoin	$ 449

Intangible Assets

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

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


	June 30, 2024		December 31, 2023
Supplier agreements	$	37,525	$	37,525



Capitalized development costs	103		103
	37,628		37,628
Accumulated amortization:
Supplier agreements	(33,687)		(32,944)



Capitalized development costs	(103)		(103)
	(33,790)		(33,047)
Total finite-lived intangible assets, net	$	3,838	$	4,581

Amortization expense for intangible assets was $0.4 million for both the three months ended June 30, 2024 and 2023. Amortization expense for intangible assets was $0.7 million and $0.8 million for the six months ended June 30, 2024 and 2023, respectively.

Estimated amortization expense for intangible assets is approximately $0.7 million for the remainder of 2024 and $1.5 million, $1.5 million, and $0.1 million in fiscal year 2025, 2026, and 2027, respectively.

Commitments and Contingencies - Digital Mining Hosting Sub-License (Details) - Core Scientific - USD ($) $ in Thousands	Jan. 23, 2024	Jan. 16, 2024
Other Commitments [Line Items]
Litigation Settlement, Amount Awarded from Other Party		$ 10,000
Litigation Settlement, Period For Equity Value Decrease		18 months
Litigation Settlement, Amount Awarded from Other Party, Shares	2,050,982

Equity Incentive Plan-RSU details (Details) - Restricted Stock Units (RSUs) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Grant Date Fair Value	$ 1,600,000	$ 500,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value	$ 1,200,000	$ 200,000
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units and Stock Options Vesting Period	12 months
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units and Stock Options Vesting Period	3 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Cash and cash equivalents	$ 4,263	$ 586
Digital assets	450	986
Investment in equity securities	9,542	0
Other current assets	3,018	11,938
Total current assets	17,273	13,510
Property and equipment, net	19,535	24,166
Total intangible assets, net	3,838	4,581
Other assets	3,380	3,406
Total assets	44,026	45,663
Accounts payable	926	2,374
Accrued liabilities	1,600	1,179
Accrued payroll and employee compensation	1,365	1,482
Warrant liabilities	44	205
Other current liabilities	0	106
Total current liabilities	3,935	5,346
Commitments and contingencies (Note 12)
Series H preferred shares, no par value, unlimited shares authorized, 15,208 and 43,515 shares issued and outstanding as of June 30, 2024 and December 31, 2023	6,656	13,794
Common shares, no par value; unlimited shares authorized, 20,334,921 and 15,373,616 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	484,953	475,702
Accumulated other comprehensive loss	(1,814)	(1,808)
Accumulated deficit	(449,704)	(447,371)
Total shareholders’ equity	33,435	26,523
Total liabilities, temporary equity, and shareholders’ equity	$ 44,026	$ 45,663

Preferred Shares	6 Months Ended
Preferred Shares	Jun. 30, 2024
Class of Stock Disclosures [Abstract]
Preferred Stock	Preferred Shares Series H Preferred Shares 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. The Series H Preferred Shares are convertible provided (and only if and to the extent) that prior shareholder approval of the issuance of all Sphere 3D common shares issuable upon conversion of the Series H Preferred Shares has been obtained in accordance with the rules of the Nasdaq Stock Market, at any time from time to time, at the option of the holder thereof, into 142.857 Sphere 3D common shares for every Series H Preferred Share. Each holder 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. The Series H Preferred Shares are non-voting and do not accrue dividends. These features include, in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, deemed liquidation or any other distribution of the assets of the Company among its shareholders for the purpose of winding-up its affairs, the Series H Preferred Shares shall entitle each of the holders thereof to receive an amount equal to the Series H subscription price per Series H Preferred Share, as defined in the agreement, to be paid before any amount is paid or any assets of the Company are distributed to the holders of its common shares. In November 2022, the Company entered into the Modified Hertford Agreement. The Modified Hertford Agreement provides for certain resale restrictions applicable to the common shares that are issuable upon the conversion of the remaining Series H Preferred Shares during the two-year period ending on December 31, 2024, which are different from the restrictions contained in the Hertford Agreement. Commencing January 1, 2024 and terminating on December 31, 2024, holders of Series H Preferred Shares are permitted to (a) convert Series H Preferred Shares in an aggregate amount up to or equal to 10.0% of the aggregate number of Series H Preferred Shares outstanding on the first day of each such month and (b) sell the resulting number (and no greater number) of such converted common shares within such month. In August 2023, the Company entered into an Amended and Restated Agreement (the “Hertford Amendment”) with Hertford Advisors Ltd. and certain other parties listed in the Hertford Amendment (together, the “Hertford Group”), which amends and restates in its entirety the purchase agreement between the Company and Hertford Advisors Ltd. dated July 31, 2021, as modified by the amendment to such agreement dated November 7, 2022 (together, the “Original Hertford Agreement”). As an inducement to enter into the Hertford Amendment, the Company issued to Hertford 1,376 Series H Preferred Shares and 800,000 warrants with an aggregate fair value of $1.0 million. Pursuant to the Hertford Amendment, Hertford exchanged 14,980 Series H Preferred Shares for Series H Preferred Shares held by other persons (the “Exchanged Series H Preferred Shares”). The Hertford Group shall not be permitted to sell more than that number of common shares equal to 20% of the previous trading day's volume for common shares traded on the principal exchange upon which the common shares are listed and, for any subsequent trading day, the shares sold by the Hertford Group on the previous trading day shall be excluded when calculating the day's volume. Beginning on January 1, 2025, the Hertford Group shall not be prohibited, restrained or otherwise limited from converting its Series H Preferred Shares or selling any common shares converted from Series H Preferred Shares, subject to applicable laws, exchange requirements and the terms and conditions of the Series H Preferred Shares. In August 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company issued to two investors a total of 13,764 of the Company’s Series H Preferred Shares and a total of 1,966,293 common share purchase warrants (the “Warrants”), each of which entitled the holder to purchase one common share of the Company (the “Warrant Shares”). Pursuant to the terms of the Purchase Agreement, the Company received gross proceeds of $3.0 million. The Company issued a total of 1,377 Series H Preferred Shares and 196,629 warrants as a finder’s fee for the transaction with an aggregate fair value of $0.5 million. Pursuant to the terms of the Purchase Agreement, the Company will reserve for issuance the maximum aggregate number of common shares that are issuable upon exercise in full of the Warrants at any time. The Warrants issued in connection with the Hertford Amendment and the Purchase Agreement are exercisable beginning February 12, 2024 and February 23, 2024, respectively, at an initial exercise price of $2.75 per share and have a term of three years from the date of issuance. The exercise price of the Warrants are subject to adjustment for certain stock splits, stock combinations and dilutive share issuances. In accordance with the authoritative guidance for distinguishing liabilities from equity, the Company has determined that its Series H preferred shares carry certain redemption features beyond the control of the Company. Accordingly, the Series H Preferred Shares are presented as temporary equity. For the six months ended June 30, 2024 and 2023, the Company issued 4,043,850 and 1,431,283 common shares for the conversion of 28,307 and 10,019 Series H Preferred Shares, respectively.

Share Capital (Details) - $ / shares	6 Months Ended
Share Capital (Details) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Equity [Abstract]
Common Stock, Shares Authorized, Unlimited [Fixed List]	Unlimited
Common shares, no par value	$ 0	$ 0

Share Capital - Warrants Outstanding (Details) - $ / shares	6 Months Ended
	Jun. 30, 2024	Aug. 23, 2023	Aug. 11, 2023
July 2, 2021
Class of Warrant or Right [Line Items]
Contractual life (years)	3 years
Exercise price	$ 28.00
Number outstanding, warrants, (in shares)	285,716
Expiration	Dec. 22, 2024
August 25, 2021 A
Class of Warrant or Right [Line Items]
Contractual life (years)	3 years
Exercise price	$ 45.50
Number outstanding, warrants, (in shares)	370,787
Expiration	Aug. 25, 2024
August 25, 2021 B
Class of Warrant or Right [Line Items]
Contractual life (years)	3 years
Exercise price	$ 52.50
Number outstanding, warrants, (in shares)	370,787
Expiration	Aug. 25, 2024
September 8, 2021
Class of Warrant or Right [Line Items]
Contractual life (years)	5 years
Exercise price	$ 66.50
Number outstanding, warrants, (in shares)	1,614,299
Expiration	Sep. 08, 2026
October 1, 2021
Class of Warrant or Right [Line Items]
Contractual life (years)	3 years
Exercise price	$ 42.00
Number outstanding, warrants, (in shares)	121,429
Expiration	Oct. 01, 2024
February 7, 2022 A
Class of Warrant or Right [Line Items]
Contractual life (years)	5 years
Exercise price	$ 28.00
Number outstanding, warrants, (in shares)	14,286
Expiration	Feb. 07, 2027
February 7 2022 B
Class of Warrant or Right [Line Items]
Contractual life (years)	5 years
Exercise price	$ 35.00
Number outstanding, warrants, (in shares)	14,286
Expiration	Feb. 07, 2027
February 7 2022 C
Class of Warrant or Right [Line Items]
Contractual life (years)	5 years
Exercise price	$ 42.00
Number outstanding, warrants, (in shares)	14,286
Expiration	Feb. 07, 2027
April 17, 2023
Class of Warrant or Right [Line Items]
Contractual life (years)	3 years
Exercise price	$ 1.34
Number outstanding, warrants, (in shares)	73,556
Expiration	Apr. 17, 2026
August 11, 2023
Class of Warrant or Right [Line Items]
Contractual life (years)	3 years
Exercise price	$ 2.75
Number outstanding, warrants, (in shares)	800,000
Expiration	Aug. 11, 2026
August 23, 2023
Class of Warrant or Right [Line Items]
Contractual life (years)	3 years
Exercise price	$ 2.75
Number outstanding, warrants, (in shares)	2,162,922
Expiration	Aug. 23, 2026
Warrant
Class of Warrant or Right [Line Items]
Exercise price		$ 2.75	$ 2.75
Number outstanding, warrants, (in shares)	5,842,354	1,966,293

Equity Incentive Plan - Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 772	$ 719	$ 1,858	$ 1,204
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	0	35	0	51
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 772	$ 684	$ 1,858	$ 1,153

Notes Receivable	6 Months Ended
Notes Receivable	Jun. 30, 2024
Receivables [Abstract]
Notes Receivable	Note Receivable Rainmaker Promissory Note In September 2020, the Company entered into a Senior Secured Convertible Promissory Note with Rainmaker Worldwide Inc. (the “Rainmaker Note”), pursuant to which the Company loaned Rainmaker Worldwide Inc. (“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 10.0% per annum. In July 2024, the Company and Rainmaker entered into Amendment No. 3 to the Rainmaker Note and the principal amount was revised to $4.4 million and the due date was extended to January 14, 2025, at which time all principal and accrued interest is due and payable. The Company has the right, at any time, to convert all or any portion of the then outstanding and unpaid Rainmaker Note and interest into shares of Rainmaker common stock at the conversion price as defined in the Rainmaker Note. All amounts related to the Rainmaker Note have been fully reserved in prior periods.

Equity Incentive Plan

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Equity Incentive Plan

Stock Options

The fair value of option awards are estimated on the date of grant using the Black-Scholes option pricing model. Expected volatility was based on historical volatility of the Company’s common shares. The expected term of options granted was based on the simplified formula. The risk-free interest rate was based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The dividend yield assumption was based on the expectation of no future dividend payments. Option awards can be granted for a maximum term of up to 10 years. The assumptions used in the Black-Scholes model were as follows:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Expected volatility	126.1%	84.0%	124.3-126.1%	84.0%
Expected term (in years)	3.5	0.5	3.5	0.5
Risk-free interest rate	4.61%	5.27%	4.09-4.61%	5.27%
Dividend yield	—	—	—	—

The following table summarizes option activity:


	Shares Subject to Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Options outstanding — January 1, 2024	395,241	$	6.34
Granted	371,465	$	2.16
Exercised	—	$	—
Forfeited	(164,117)	$	3.57
Options outstanding — June 30, 2024	602,589	$	4.51	4.6	$	—
Vested and expected to vest — June 30, 2024	602,589	$	4.51	4.6	$	—
Exercisable — June 30, 2024	360,404	$	5.48	4.0	$	—

The weighted average grant date fair values of options granted for the six months ended June 30, 2024 and 2023 was $1.67 and $0.51 per share, respectively.

Restricted Stock Units

The following table summarizes RSU activity:


	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding — January 1, 2024	58,929	$	9.51
Granted	1,757,250	$	1.72
Vested and released	(717,858)	$	1.84
Forfeited	—	$	—
Outstanding — June 30, 2024	1,098,321	$	2.06
Vested and unreleased — June 30, 2024	117,076	$	2.15

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 period of 12 months to three years from the original date of grant. The total grant date fair value of RSUs vested for the six months ended June 30, 2024 and 2023 was approximately $1.6 million and $0.5 million, respectively. The fair value of RSUs vested for the six months ended June 30, 2024 and 2023 was approximately $1.2 million and $0.2 million, respectively.

Restricted Stock Awards

The Company grants RSAs to employees and consultants in lieu of cash payment for services performed. The estimated fair value of the RSA is based on the market value of the Company’s common shares on the date of grant. For the six months ended June 30, 2024, the Company granted 199,597 fully vested RSAs with a weighted average per share price of $1.28 and a fair value of $255,000. There were no RSAs granted for the six months ended June 30, 2023.

Share-Based Compensation Expense

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Sales and marketing	$	—	$	35	$	—	$	51

General and administrative	772		684		1,858		1,153
Total share-based compensation expense	$	772	$	719	$	1,858	$	1,204


	June 30, 2024
	Unrecognized Expense		Remaining Weighted-Average Recognition Period (years)
RSUs	$	1,778	1.3
Stock options	$	261	0.7