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Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2016	Mar. 30, 2017	Jun. 30, 2016
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	FY
Entity Registrant Name	FORM Holdings Corp.
Entity Central Index Key	0001410428
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 28,369,000
Trading Symbol	FH
Entity Common Stock, Shares Outstanding		19,198,454

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Current assets
Cash and cash equivalents	$ 17,910	$ 24,951
Deposits with courts	0	1,930
Accounts receivable, net	449	246
Inventory	2,943	379
Other current assets	2,242	698
Total current assets	23,544	28,204
Restricted cash	638	0
Property and equipment, net	16,467	0
Intangible assets, net	15,610	16,476
Goodwill	25,166	4,863
Other assets	1,382	916
Total assets	82,807	50,459
Current liabilities
Accounts payable, accrued expenses and other current liabilities	11,630	5,855
Deferred revenue	143	175
Senior secured notes	0	3,111
Total current liabilities	11,773	9,141
Long-term liabilities
Debt	6,500	0
Derivative warrant liabilities	259	416
Other liabilities	106	386
Total liabilities	18,638	9,943
Commitments and contingencies (see Note 19)
Stockholders’ equity
Common stock, $0.01 par value per share 150,000,000 shares authorized; 18,304,881 and 13,220,050 shares issued and outstanding as of December 31, 2016 and 2015, respectively	183	132
Additional paid-in capital	280,221	237,246
Accumulated deficit	(220,868)	(196,862)
Accumulated other comprehensive loss	(13)	0
Total stockholders’ equity attributable to the Company	59,528	40,516
Noncontrolling interests	4,641	0
Total stockholders’ equity	64,169	40,516
Total liabilities and stockholders’ equity	82,807	50,459
Series A Convertible Preferred Stock [Member]
Stockholders’ equity
Preferred stock	0	0
Series B Convertible Preferred Stock [Member]
Stockholders’ equity
Preferred stock	0	0
Series C Junior Preferred Stock [Member]
Stockholders’ equity
Preferred stock	0	0
Series D Convertible Preferred Stock [Member]
Stockholders’ equity
Preferred stock	$ 5	$ 0

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	150,000,000	150,000,000
Common stock, issued	18,304,881	13,220,050
Common stock, outstanding	18,304,881	13,220,050
Series A Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	500,000	500,000
Preferred stock, issued	6,968	6,968
Preferred stock, outstanding	0	0
Series B Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	5,000,000	5,000,000
Preferred stock, issued	1,666,667	1,666,667
Preferred stock, outstanding	0	0
Series C Junior Preferred Stock [Member]
Preferred stock, par value	$ 0.01
Preferred stock, authorized	300,000
Preferred stock, issued	0
Preferred stock, outstanding	0
Series D Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.01
Preferred stock, authorized	500,000
Preferred stock, issued	491,427
Preferred stock, outstanding	491,427
Preferred Stock, Liquidation Preference, Value	$ 23,588

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2016

Dec. 31, 2015

Revenue

Licensing revenue

$ 11,225

$ 21,750

Product and service revenue

7,749

937

Total revenue

18,974

22,687

Costs and expenses

Cost of goods sold

6,485

800

Intellectual property costs

6,334

18,553

Depreciation, amortization and impairment

13,782

3,516

General and administrative

14,790

10,162

Total operating expenses

41,391

33,031

Operating loss

(22,417)

(10,344)

Non-operating income (expense), net

146

(357)

Gain on revaluation of warrants and conversion feature

438

2,544

Interest expense

(1,698)

(2,594)

Extinguishment of debt

(472)

(1,373)

Loss before income tax benefit

(24,003)

(12,124)

Income tax benefit

866

Consolidated net loss

(24,003)

(11,258)

Net loss (income) attributable to noncontrolling interests

(3)

101

Net loss attributable to the Company

(24,006)

(11,157)

Consolidated net loss

(24,003)

(11,258)

Other comprehensive loss: foreign currency translation

(13)

Comprehensive loss

$ (24,016)

$ (11,258)

Loss per share:

Basic net loss per share (in dollars per share)

^[1]

$ (1.58)

$ (1.09)

Diluted net loss per share (in dollars per share)

^[1]

$ (1.58)

$ (1.09)

Weighted-average number of shares outstanding during the year:

Basic

^[1]

15,167,292

10,217,734

Diluted

^[1]

15,167,292

10,217,734

Includes stock-based compensation expense, as follows:

Total stock-based compensation expense

$ 2,570

$ 5,064

General and Administrative [Member]

Includes stock-based compensation expense, as follows:

Total stock-based compensation expense

2,347

4,303

Intellectual Property Cost [Member]

Includes stock-based compensation expense, as follows:

Total stock-based compensation expense

$ 223

$ 761

[1]	Adjusted to reflect the impact of the 1:10 reverse stock split that became effective on November 27, 2015.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical)	12 Months Ended
	Dec. 31, 2016
Stockholders' Equity, Reverse Stock Split	1:10 reverse stock split

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands

Total

Common Stock [Member]

^[1]

Preferred Stock [Member]

Additional Paid-in Capital [Member]

^[1]

Accumulated Deficit [Member]

Accumulated Other Comprehensive Loss [Member]

Total FORM Equity [Member]

Non-controlling Interest [Member]

Balance at Dec. 31, 2014

$ 31,180

$ 93

$ 0

$ 216,792

$ (185,705)

$ 0

$ 31,180

$ 0

Reclassification of derivative Reload Warrants and Series 1 Warrants to equity warrants

175

Issuance of common stock

9,391

9,370

9,391

Issuance of equity warrants

114

Shares of common stock issued for acquisition

5,850

5,731

5,749

101

Stock-based compensation

5,064

Net loss for the year

(11,258)

(11,157)

(101)

Foreign currency translation

Balance at Dec. 31, 2015

40,516

132

237,246

(196,862)

40,516

Reclassification of derivative Reload Warrants and Series 1 Warrants to equity warrants

Vesting of restricted stock units ("RSUs")

(1)

Issuance of common stock

4,795

4,770

4,795

Issuance of equity warrants

2,689

Shares of common stock issued for acquisition

5,225

5,200

5,225

Shares of preferred stock issued for acquisition of XpresSpa

27,752

27,747

27,752

Stock-based compensation

2,570

Net loss for the year

(24,003)

(24,006)

Foreign currency translation

(13)

Noncontrolling interests

4,638

Balance at Dec. 31, 2016

$ 64,169

$ 183

$ 5

$ 280,221

$ (220,868)

$ (13)

$ 59,528

$ 4,641

[1]	Adjusted to reflect the impact of the 1:10 reverse stock split that became effective on November 27, 2015.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	12 Months Ended
	Dec. 31, 2016
Stockholders' Equity, Reverse Stock Split	1:10 reverse stock split

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities
Consolidated net loss	$ (24,003)	$ (11,258)
Items not affecting cash flows
Depreciation and amortization	1,845	3,516
Impairment of intangible assets	11,937	0
Change in deferred tax assets and liabilities	0	(866)
Amortization of debt discount and debt issuance costs	1,871	2,159
Stock-based compensation	2,570	5,064
Issuance of warrants	(281)	114
Loss on extinguishment of debt	356	1,707
Issuance of shares of common stock related to the acquisition of IDG	0	17
Issuance of shares of common stock for services	65	0
Royalties settled by disposal of assets	1,750	0
Gain on disposal of assets	(564)	0
Change in fair value of derivative warrant liabilities and conversion feature	(158)	(2,544)
Exchange rate loss, net	(89)	346
Changes in assets and liabilities net of effects of acquisition
Increase in accounts receivable	(132)	0
Decrease (increase) in inventory	16	(146)
Increase in other current assets and other assets	(401)	(97)
Increase (decrease) in accounts payable, accrued expenses and other current liabilities	(2,912)	378
Increase (decrease) in deferred revenue	(32)	2
Decrease in other liabilities	(279)	(963)
Net cash used in operating activities	(8,441)	(2,571)
Cash flows from investing activities
Acquisition of property and equipment	(641)	0
Cash acquired as part of acquisition(1)	2,114	144
Decrease (increase) in deposits	2,001	(248)
Net cash provided by (used in) investing activities	3,474	(104)
Cash flows from financing activities
Net proceeds from senior secured convertible notes and warrants	0	12,425
Repayment of notes payable	(2,011)	(610)
Debt issuance costs	(50)	(218)
Net cash provided by (used in) financing activities	(2,061)	11,597
Effect of exchange rate changes	(13)	6
Increase (decrease) in cash and cash equivalents	(7,041)	8,928
Cash and cash equivalents at beginning of the year	24,951	16,023
Cash and cash equivalents at end of the year	17,910	24,951
Cash paid during the year for
Interest	40	0
Non-cash investing and financing transactions
Reclassification of derivative Reload Warrants and Series 1 Warrants to equity warrants	0	175
Issuance of common stock to repay debt and interest	0	9,391
Debt discount	2,996	2,961
Issuance of common stock, preferred stock and warrants for the acquisition of XpresSpa	35,666	0
Cash acquired as part of acquisition
Working capital (excluding cash and cash equivalents)	4,837	454
Restricted cash	(638)	0
Property and equipment	(16,308)	0
Intangible assets	(13,620)	(2,146)
Goodwill	(20,303)	(4,863)
Security deposits for leases	(392)	0
Debt	6,500	0
Deferred tax liabilities	0	866
Cash paid and fair value of FORM equity issued ($37,400 on December 23, 2016, $262 on December 28, 2015 and $5,571 on October 15, 2015)	37,400	5,833
Noncontrolling interests	4,638	0
Cash acquired as part of the acquisition of IDG	$ 2,114	$ 144

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands		1 Months Ended
	Oct. 15, 2015	Dec. 23, 2016	Dec. 28, 2015
Common Stock [Member]
Cash Paid And FV Of Equity Issued	$ 5,571	$ 37,400	$ 262

General

12 Months Ended

Dec. 31, 2016

General [Abstract]

General

Note 1. General

Overview

FORM Holdings Corp (“FORM” or the “Company”) focuses on acquiring and building companies that would benefit from:

•

additional capital;

•

exposure to visibility from the public markets;

•

talent recruiting;

•

rebranding; and

•

implementation of best practices.

The Company’s management team is committed to executing on its strategy. The Company’s focus is on travel, health and wellness, and technology. The Company limits its scope by only looking at companies with a clear path for growth.

The Company currently has four operating segments:

	•	XpresSpa

	•	Group Mobile

•

FLI Charge

•

Intellectual property

On December 23, 2016, the Company completed the acquisition of XpresSpa Holdings LLC (“XpresSpa) for a total consideration of $37,400, which represents the fair value of the Company’s securities issued to the former unitholders of XpresSpa. XpresSpa is a leading airport retailer of spa services and related products.

Group Mobile provides total hardware solutions, including rugged laptops, tablets, and handheld computers. Group Mobile also markets rugged mobile printers, vehicle computer docking and mounting gear, power accessories, wireless communication products, antennas, carrying cases and other peripherals, accessories and add-ons needed to maximize productivity in a mobile- or field-computing environment. In addition, Group Mobile specializes in high-quality customer service and support for those products.

FLI Charge owns a patented conductive wireless charging technology and focuses on the development and commercialization of its technology through the direct-to-consumer sale of conductive charging pads, phone cases, charging adaptors and other enablements, as well as partnerships and licensing agreements in various industries. FLI Charge is currently working with partners to implement FLI Charge technology in various fields such as furniture and automotive. FLI Charge’s business model is based on manufacturing and commercializing its own conductive charging pads, phone cases, charging adaptors and other enablements as well as licensing its technology in exchange for recurring licensing revenue.

The intellectual property operating segment is focused on the innovation, development and monetization of intellectual property. The Company’s portfolio consists of over 75 patents and patent applications which were purchased from third parties and internally developed covering a range of technologies including telecom infrastructure, mobile devices, remote monitoring and ad-insertion.

Prior to December 31, 2013, the Company operated a global platform for the distribution of mobile social applications and services. On February 18, 2014, the Company sold its mobile social application business to InfoMedia Services Limited (“InfoMedia”), receiving an 8.25% ownership interest in InfoMedia as consideration and a seat on the board of directors of InfoMedia. As part of the transaction, the Company has the opportunity to license certain intellectual property assets and work with InfoMedia to identify and protect new intellectual property.

On May 6, 2016, the Company changed its name to FORM Holdings Corp. from Vringo Inc. and concurrently announced its repositioning as a holding company of small and middle market growth companies. The Company’s common stock, par value $0.01 per share, which was previously listed on the NASDAQ Capital Market under the trading symbol “VRNG,” has been listed under the trading symbol “FH” since May 9, 2016.

Each of the Company’s operating segments are described below.

XpresSpa

XpresSpa is a leading airport retailer of spa services and related products. As of December 31, 2016, XpresSpa operated 53 total locations in 40 terminals and 22 airports in three countries. Services and products include:

•

massage services for the neck, back, feet and whole body;

•

nail care, such as pedicures, manicures and polish changes;

•

travel products such as neck pillows, blankets, massage tools and eye masks.

For over a decade, increased security requirements have led travelers to spend more time at the airport. In addition, in anticipation of the long and often stressful security lines, travelers allow for more time to get through security and, as a result, often experience increased downtime prior to boarding. Consequentially, travelers at large airport hubs spend approximately 75 minutes in the terminal after passing through security.

XpresSpa was developed to address the stress and idle time spent at the airport, allowing travelers to spend this time productively, by relaxing and focusing on personal care and wellness. XpresSpa is well positioned to benefit from consumers’ growing interest in health and wellness and increasing demand for spa services and related wellness products.

In addition, a confluence of microeconomic events has created favorable conditions for the expansion of retail concepts at airports, in particular retail concepts that attract higher spending from air travelers. The competition for airplane landings has forced airports to lower landing fees, which in turn has necessitated augmenting their retail offerings to offset budget shortfalls. Infrastructure projects at airports across the country, again intended to make an airport more desirable to airlines, require funding from bond issuances that in turn rely upon, in part, the expected minimum rent guarantees and expected income from concessionaires.

Equally as important to the industry growth is XpresSpa’s flexible retail format. XpresSpa opens multiple locations annually, which have ranged in size from 300 square feet to 3,000 square feet, with a typical size of 1,000 to 1,200 square feet. XpresSpa is able to adapt its operating model to almost any size location available in space constrained airports. This increased flexibility compared to other retail concepts allows XpresSpa to operate multiple stores within an airport, from which it enjoys synergies due to shared labor between stores.

Group Mobile

Group Mobile provides total hardware solutions, including rugged laptops, tablets and handheld computers. Group Mobile also markets rugged mobile printers, vehicle computer docking and mounting gear, power accessories, wireless communication products, antennas, carrying cases, and other peripherals, accessories and add-ons needed to maximize productivity in a mobile- or field-computing environment. Group Mobile’s professional service offerings are evolving into project lifecycle services including technology consultations, development and deployment, project and asset management, equipment installation, break-fix, hardware service technical support, 24-7 helpdesk and more.

Group Mobile is aggressively pursuing sales of Law Enforcement In-Vehicle “Video and Body-Worn” camera solutions to meet the complex mobile technology demands of thousands of law enforcement agencies and officers in the United States market. Key to the Group Mobile long-term strategy is the complete professional services, post deployment services and lifecycle management of Group Mobile offerings to bring stability to the customer mobile technology platforms.

Group Mobile purchases rugged mobile computing equipment and complementary products from its primary distribution and manufacturing partners and sells them to enterprises, resellers, and retail customers. Group Mobile’s primary customers range from corporations to local governments, emergency first responders and healthcare organizations. The market for rugged mobile computing products is trending towards an increase in the volume of unit sales combined with declining unit prices as the business transitions from primarily being comprised of laptops to one primarily comprised of rugged tablets. As this transition has occurred, Group Mobile is seeing shortened product life cycles and industry specific devices for segments such as healthcare. Group Mobile sets sale prices based on the market supply and demand characteristics for each particular product. Group Mobile is highly dependent on the end-market demand for rugged mobile computing products, which is influenced by many factors, including the introduction of new IT products by Original Equipment Manufacturers (“OEM”), replacement cycles for existing rugged mobile computing products, overall economic growth, local and state budgets, and general business activity.

Product costs represent Group Mobile’s single largest expense and product inventory is one of the largest working capital investments for Group Mobile. Group Mobile’s primary suppliers include Synnex Corporation, Ingram Micro Inc., Xplore Technologies Corporation, and Motion Computing, which, combined, represent approximately 81% of Group Mobile’s inventory purchases. Group Mobile has reseller agreements with most of its OEM and distribution partners. These agreements usually provide for nonexclusive resale and distribution rights. The agreements are generally short-term, subject to periodic renewal, and often contain provisions permitting termination by either Group Mobile or the supplier without cause upon relatively short notice. Furthermore, product procurement from the OEM suppliers is a highly complex process and, as such, efficient and effective purchasing operations are critical to Group Mobile’s success.

FLI Charge

FLI Charge is an early stage company that designs, develops, licenses, manufactures and markets power transfer and charging solutions. FLI Charge is currently working with partners in several verticals to bring products to market. These verticals include education, office, hospitality, power tools, automotive and consumer electronics, among others.

The FLI Charge ecosystem consists of powered surfaces and enablement chips that seamlessly transfer power to electronic devices. FLI Charge surfaces are connected to a power source or battery. The surfaces have conductive contact strips that provide power and are constantly monitored by control circuitry that immediately halts power transfer if an unapproved load or short-circuit condition is detected. FLI Charge-enabled devices are embedded with the FLI Charge contact enablement that consists of four contact points, known as the FLI Charge “constellation.” The constellation is designed to make an immediate and continuous electrical connection with the contact strips regardless of the device’s position or orientation on the surface. The enablement monitors the power coming from the surface and ensures that the correct amount of power goes to the device. Once an approved FLI Charge device is placed on a surface, power is transferred immediately to charge or power the device.

FLI Charge launched its consumer product line on Indiegogo, a crowdfunding platform, on June 15, 2016; the campaign was completed on August 15, 2016. FLI Charge delivered products to the participants in the fourth quarter of 2016.

Intellectual Property

The intellectual property operating segment is focused on the innovation, development and monetization of intellectual property. The Company’s portfolio consists of over 75 patents and patent applications purchased from third parties and internally developed covering a range of technologies including telecom infrastructure, mobile devices, remote monitoring and ad-insertion.

The Company is currently focused on monetizing its technology portfolio through a variety of value enhancing initiatives including, but not limited to, licensing, litigation and strategic partnerships.

Recent Developments

XpresSpa Acquisition

On August 8, 2016, the Company signed an agreement to acquire XpresSpa. On December 23, 2016, the Company completed the acquisition of XpresSpa for a total purchase consideration of $37,400, which includes:

	(a)	$1,734 in cash which was invested on August 8, 2016.

	(b)	2,500,000 shares of FORM common stock, par value $0.01 per share (“FORM Common Stock”).

	(c)	494,792 shares of the Company’s newly designated Series D Convertible Preferred Stock, par value $0.01 per share, (“FORM Preferred Stock”) with an aggregate initial liquidation preference of $23,750.

		Pursuant to the terms of the agreement governing the XpresSpa acquisition, in February 2017, in view of unexpected expenses, the parties mutually agreed to reduce the purchase price consideration and, as a result, the total number of shares of FORM Preferred Stock was decreased from 494,792 shares to 491,427 shares with an aggregate initial liquidation preference of $23,588, which are initially convertible into 3,931,416 shares of FORM Common Stock, at a conversion price of $6.00 per share. Each holder of FORM Preferred Stock shall be entitled to vote on an as converted basis.

(d)

Five-year warrants to purchase 2,500,000 shares of FORM Common Stock, at an exercise price of $3.00 per share, each subject to adjustment in the event of a stock split, dividend or similar events.

230,208 shares of FORM Preferred Stock, with an estimated fair value of $11,050, were placed into an escrow that will be released over an 18 month period once certain conditions are satisfied. The escrow will be used to obtain necessary lease consents from the airports and to cover potential liabilities that may arise after the acquisition, but pertain to the activities before the acquisition.

The FORM Preferred Stock is senior to the FORM Common Stock and the terms of the FORM Preferred Stock contain no restrictions on the Company’s ability to issue additional senior preferred securities or its ability to issue additional preferred securities in the future. The Company has the right, but not the obligation, upon ten trading days’ notice to convert the outstanding shares of FORM Preferred Stock into FORM Common Stock at the then applicable conversion ratio, at any time or from time to time, if the volume weighted average price per share of the FORM Common Stock exceeds $9.00 for over any 20 days in a 30 consecutive trading day period. The term of the FORM Preferred Stock is seven years, after which time the Company can repay the holders in shares of FORM Common Stock or cash at its election. If the Company elects to make a payment, or any portion thereof, in shares of FORM Common Stock, the number of shares deliverable (the “Base Shares”) will be based on the volume weighted average price per share of the FORM Common Stock for the 30 trading days prior to the date of calculation (the “Base Price”) plus an additional number of shares of FORM Common Stock (the “Premium Shares”), calculated as follows: (i) if the Base Price is greater than $9.00, no Premium Shares shall be issued, (ii) if the Base Price is greater than $7.00 and equal to or less than $9.00, an additional number of shares equal to 5% of the Base Shares shall be issued, (iii) if the Base Price is greater than $6.00 and equal to or less than $7.00, an additional number of shares equal to 10% of the Base Shares shall be issued, (iv) if the Base Price is greater than $5.00 and equal to or less than $6.00, an additional number of shares equal to 20% of the Base Shares shall be issued and (v) if the Base Price is less than or equal to $5.00, an additional number of shares equal to 25% of the Base Shares shall be issued. The FORM Preferred Stock will accrue interest at 9% per annum.

Assignment of Infrastructure Patent Portfolio

On December 5, 2016, the Company entered into an agreement with Nokia Corporation (“Nokia”) to assign Nokia rights related to certain patents previously purchased from Nokia. The carrying value of the patents assigned to Nokia prior to the agreement was $1,186, which offset the $1,750 of royalty payable and resulted in a gain of $564 on the disposal of assets, which is included in general and administrative expense in the consolidated statements of operations and comprehensive loss. The Company retained selected patents previously purchased from Nokia with a carrying value of $50 as of December 31, 2016 that are no longer subject to any royalty payments to Nokia.

Senior Secured Notes

As of December 31, 2016, the Company no longer had an outstanding balance for its Senior Secured Convertible Notes (the “Notes”), as the Notes were repaid in full during the year. The details of the Company’s significant transactions during 2016 pertaining to the Notes are described below.

On March 9, 2016, the Company and the holders (the “Investors”) of the Company’s $12,500 Notes, which were originally issued by the Company in a registered direct offering on May 4, 2015, entered into an exchange note agreement (the “Exchange Note Agreement”). Pursuant to the Exchange Note Agreement, the Company issued to the Investors an aggregate of 703,644 shares of its common stock, par value $0.01 per share, in exchange for the reduction of $1,267 of the outstanding aggregate principal amount of the Notes and $49 of accrued interest. As a result, the outstanding aggregate principal amount under the Notes was reduced from $3,016 to $1,749 as of March 9, 2016.

In addition, on March 9, 2016, the Company, with the consent of each of the Investors, agreed to amend the Notes. Pursuant to the Amended and Restated Senior Secured Notes (the “Amended Notes”) and the Indenture dated May 4, 2015, as supplemented by a First Supplemental Indenture dated May 4, 2015 and further supplemented by a Second Supplemental Indenture (the “Second Supplemental Indenture”) dated March 9, 2016: (i) the Amended Notes are no longer convertible into shares of the Company’s common stock and are payable by the Company on the Maturity Date (as defined below) in cash only, (ii) the Maturity Date of the Amended Notes was extended to June 30, 2017 (the “Maturity Date”), (iii) the Company discontinued the payment of principal prior to the Maturity Date (subject to certain exceptions), (iv) the interest rate increased from 8% to 10% per annum and accrues on the outstanding aggregate principal amount of the Amended Notes, payable monthly, and (v) the Company will pay to the Investors on the Maturity Date 102% of the outstanding aggregate principal amount of the Amended Notes. The Company also agreed to maintain a cash balance (including cash equivalents) of not less than $2,900.

The Company also agreed to reduce the exercise price of the warrants to purchase an aggregate of 537,500 shares of the Company’s common stock pursuant to the initial agreement (the “May 2015 Warrants”) from $10.00 to $3.00 per share and the parties also agreed to remove from the May 2015 Warrants certain anti-dilution features. Other terms of the May 2015 Warrants remained the same. Furthermore, in connection with the Amended Notes, the Company paid a restructuring fee of $50 to the Investors.

On July 1, 2016, the Company repaid in full its Amended Notes that were due on June 30, 2017, including a 15% fee for early repayment. The Company used an aggregate of $2,011 of cash on hand for repayment of the Amended Notes. As a result of the repayment in full of the Amended Notes, all liens on the Company’s assets, including intellectual property, were released by the Investors.

Impairment of Patents

The Company’s name change and repositioning as a holding company was deemed a triggering event, which required the Company’s patent assets to be tested for impairment. In performing this impairment test, the Company determined that the patent portfolios, which together represent an asset group, were subject to impairment testing. In the first step of the impairment test, the Company utilized its projections of future undiscounted cash flows based on its existing plans for the patents. As a result, it was determined that the Company’s projections of future undiscounted cash flows were less than the carrying value of the asset group. Accordingly, the Company performed the second step of the impairment test to measure the potential impairment by calculating the asset group’s fair value as of May 6, 2016. As a result, following amortization for the month of April, the Company recorded an impairment charge of $11,937, which resulted in a new carrying value of $1,526 on May 6, 2016. Following the impairment, the Company reevaluated the remaining useful life and concluded that there were no changes in the estimated useful life.

Stockholder Rights Plan

On March 18, 2016, the Company announced that the Company’s Board of Directors adopted a stockholder rights plan in the form of a Section 382 Rights Agreement designed to preserve the Company’s tax assets. As a part of the plan, the Company’s Board of Directors declared a dividend of one preferred-share-purchase right for each share of the Company’s common stock outstanding as of March 29, 2016. Effective on March 18, 2016, if any group or person acquires 4.99% or more of the Company’s outstanding shares of common stock, or if a group or person that already owns 4.99% or more of the Company’s common stock acquires additional shares representing 0.5% or more of the Company’s common stock, then, subject to certain exceptions, there would be a triggering event under the plan. The rights would then separate from the Company’s common stock and would be adjusted to become exercisable to purchase shares of the Company’s common stock having a market value equal to twice the purchase price of $9.50, resulting in significant dilution in the ownership interest of the acquiring person or group. The Company’s Board of Directors has the discretion to exempt any acquisition of the Company’s common stock from the provisions of the plan and has the ability to terminate the plan prior to a triggering event. In connection with this plan, the Company filed a Certificate of Designation of Series C Junior Preferred Stock with the Secretary of State of Delaware on March 18, 2016.

Reverse Stock Split

Unless otherwise noted, the information contained in these consolidated financial statements gives effect to a one-for-ten reverse stock split of the Company’s common stock effected on November 27, 2015 (the “Reverse Stock Split”) on a retroactive basis for all periods presented.

Accounting and Reporting Policies

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

Accounting and Reporting Policies

Note 2. Accounting and Reporting Policies

(a) Basis of presentation and principles of consolidation

The accompanying consolidated financial statements have been prepared in accordance with United States GAAP. As a result of the Company’s acquisitions of XpresSpa in the fourth quarter of 2016 and International Development Group Limited (“IDG”) in the fourth quarter of 2015, it incorporated their respective financial information in the Company’s consolidated balance sheets as of December 31, 2016 and 2015, and the related consolidated statement of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the periods from the dates of acquisition. All significant intercompany balances and transactions have been eliminated in consolidation.

(b) Use of estimates

The preparation of the accompanying consolidated financial statements in conformity with United States GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from such estimates. Significant items subject to such estimates and assumptions include the Company’s intangibles assets, the useful lives of the Company’s intangible assets, the valuation of the Company’s derivative warrants, the valuation of stock-based compensation, deferred tax assets and liabilities, income tax uncertainties, and other contingencies.

(c) Translation into United States dollars

The Company conducts certain transactions in foreign currencies, which are recorded at the exchange rate as of the transaction date. All exchange gains and losses occurring from the remeasurement of monetary balance sheet items denominated in non-dollar currencies are included in non-operating income or expense in the consolidated statements of operations and comprehensive loss.

Accounts of the foreign subsidiaries of XpresSpa are translated into United States dollars. Assets and liabilities have been translated at year end exchange rates and revenues and expenses have been translated at average monthly rates for the year. The translation adjustments arising from the use of different exchange rates are included as foreign currency translation within the consolidated statements of changes in stockholders’ equity.

(d) Cash and cash equivalents

The Company maintains cash in checking accounts with financial institutions. The Company has established guidelines relating to diversification and maturities of its investments in order to minimize credit risk and maintain high liquidity of funds. Cash equivalents include amounts due from third party financial institutions for credit and debit card transactions. These items typically settle in less than 5 days and were $235 as of December 31, 2016.

(e) Derivative instruments

The Company recognizes all derivative instruments as either assets or liabilities in the consolidated balance sheets at their respective fair values. The Company's derivative instruments have been recorded as liabilities at fair value, and are revalued at each reporting date, with changes in the fair value of the instruments included in the consolidated statements of operations and comprehensive loss as non-operating income (expense). The Company reviews the terms of features embedded in non-derivative instruments to determine if such features require bifurcation and separate accounting as derivative financial instruments. Equity-linked derivative instruments are evaluated in accordance with FASB Accounting Standard Codification 815-40, “Contracts in an Entity’s Own Equity” to determine if such instruments are indexed to the Company’s own stock and qualify for classification in equity.

(f) Accounts receivable

Accounts receivable are recorded net of an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. In developing the allowance, the Company considers historical loss experience, the overall quality of the receivable portfolio and specifically identified customer risks. The Company periodically reviews the adequacy of the allowance and the factors used in the estimation making adjustments to the estimate as necessary. Accounts receivable are included in current assets in the consolidated balance sheets. As of December 31, 2016 and 2015, there was no allowance for doubtful accounts.

(g) Inventory

Inventory that was acquired by the Company in conjunction with the acquisition of XpresSpa is measured at fair value as of the acquisition date. All inventory is valued at the lower of cost or market value. Cost is determined using a weighted-average cost method. The Company periodically reviews inventory for potential obsolescence based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. Inventory items determined to be impaired based on such review are reduced to their net realizable value. Inventory is included in current assets in the consolidated balance sheets.

(h) Intangible assets

Intangible assets include trade names, customer relationships, and technology, which were acquired as part of the acquisitions of XpresSpa in the fourth quarter of 2016 and IDG in the fourth quarter of 2015, and are recorded based on the estimated fair value in purchase price allocation. Intangible assets also include purchased patents. The intangible assets are amortized over their estimated useful lives, which are periodically evaluated for reasonableness.

The Company’s intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In assessing the recoverability of the Company’s intangible assets, the Company must make estimates and assumptions regarding future cash flows and other factors to determine the fair value of the respective assets. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and also the magnitude of any such charge. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. If these estimates or material related assumptions change in the future, the Company may be required to record impairment charges related to its intangible assets.

(i) Property and equipment

Property and equipment is recorded at historical cost and primarily consists of leasehold improvements, furniture and fixtures, and other operating equipment. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are depreciated over the lesser of the lease term or economic useful life. Maintenance and repairs are charged to expense, and renovations or improvements that extend the service lives of our assets are capitalized over the lesser of the extension period or life of the improvement. Gain or loss on dispositions of property and equipment is reflected in the general and administrative expense in the consolidated statements of operations and comprehensive loss.

(j) Goodwill

Goodwill is an asset representing the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized.

Goodwill is reviewed for impairment at least annually, and when triggering events occur, in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles – Goodwill and Other. The Company has four reporting units for purposes of evaluating goodwill impairment and performing its annual goodwill impairment test on December 31. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the Company can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company would not need to perform the two-step impairment test for the reporting unit. If the Company cannot support such a conclusion or does not elect to perform the qualitative assessment, then the first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of the reporting unit with its carrying amount, including goodwill.

If the fair value of the reporting unit exceeds its carrying value, then the second step of the impairment test (measurement) does not need to be performed. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the Company must perform the second step of the impairment test. Under the second step, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to an acquisition price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. A significant amount of judgment is required in performing goodwill impairment tests including estimating the fair value of a reporting unit and the implied fair value of goodwill.

There were no indications of impairment as of December 31, 2016.

(k) Restricted cash and other assets

Restricted cash, which is listed as its own line item in the consolidated balance sheets, represents balances at financial institutions to secure bonds and letters of credit as required by various airports as required by lease agreements.

Prior to December 31, 2013, the Company operated a global platform for the distribution of mobile social applications and services. On February 18, 2014, the Company sold its mobile social application business to InfoMedia Services Limited (“InfoMedia”), receiving an 8.25% ownership interest in InfoMedia as consideration and a seat on the board of directors of InfoMedia. The Company’s investment in InfoMedia is included in other assets in the consolidated balance sheets for the years ended December 31, 2016 and December 31, 2015.

(l) Deferred revenue

Deferred revenue includes (i) payments received from customers in advance of providing products and services and (ii) amounts deferred if other conditions of revenue recognition have not been met. The Company accounts for funds raised from crowdfunding campaigns and pre-sales as deferred revenue until the product is delivered to customers.

(m) Revenue recognition

The Company recognizes revenue from the sale of XpresSpa products and services at the point of sale, net of discounts and applicable sales taxes. Revenues from the XpresSpa wholesale and e-commerce businesses are recorded at the time goods are shipped. The Company excludes all sales taxes assessed to its customers. Sales taxes assessed on revenues are included in accounts payable, accrued expenses and other current liabilities in the consolidated balance sheets until remitted to the state agencies.

The Company records revenue from the product sales of Group Mobile and FLI Charge when title and risk of loss are passed to the customer, there is persuasive evidence of an arrangement for sale, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. The Company’s shipping terms typically specify F.O.B. destination, at which time title and risk of loss have passed to the customer. At the time of sale of hardware products, the Company records an estimate for sales returns and allowances based on historical experience. Hardware products sold by the Company are warranted by the vendor.

Group Mobile uses drop-shipment arrangements with many of its hardware vendors and suppliers to deliver products directly to customers. Revenue for drop-shipment arrangements is recorded on a gross basis upon delivery to the customer with contract terms that typically specify F.O.B. destination. Revenue is recognized on a gross basis as Group Mobile is the principal in the transaction as the primary obligor in the arrangement, assumes the inventory risk if the product is returned by the customer, sets the price of the product to the customer, assumes credit risk for the amounts invoiced, and works closely with the customers to determine their hardware specifications.

Freight billed to customers is recognized as net product revenue and the related freight costs as a cost of goods sold.

Revenue from patent licensing is recognized if collectability is reasonably assured, persuasive evidence of an arrangement exists, the sales price is fixed or determinable and delivery of the service has been rendered. Currently, revenue arrangements related to intellectual property provide for the payment of contractually determined fees and other consideration for the grant of certain intellectual property rights related to the Company’s patents. These rights typically include some combination of the following: (i) the grant of a non-exclusive, retroactive and future license to manufacture and/or sell products covered by patents, (ii) the release of the licensee from certain claims, and (iii) the dismissal of any pending litigation. The intellectual property rights granted typically extend until the expiration of the related patents. Pursuant to the terms of these agreements, the Company has no further obligation with respect to the grant of the non-exclusive retroactive and future licenses, covenants-not-to-sue, releases, and other deliverables, including no express or implied obligation on the Company’s part to maintain or upgrade the related technology, or provide future support or services. Generally, the agreements provide for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon execution of the agreement, or upon receipt of the upfront payment. As such, the earnings process is complete and revenue is recognized upon the execution of the agreement, upon receipt of the upfront fee, and when all other revenue recognition criteria have been met.

(n) Gift cards and customer rewards program

XpresSpa offers no-fee, non-expiring gift cards to its customers. No revenue is recognized upon issuance of a gift card and a liability is established for the gift card’s cash value. The liability is relieved and revenue is recognized upon redemption by the customer. As the gift cards have no expiration date, there is no provision for reduction in the value of unused card balances.

In addition, XpresSpa maintains a rewards program in which customers earn loyalty points, which can be redeemed for future services. Loyalty points are rewarded upon joining the loyalty program, for customer birthdays, and based upon customer spending. When a customer redeems loyalty points, the Company recognizes revenue for the redeemed cash value and reduces the related loyalty program liability. Customer loyalty points do not expire and there is no provision for reduction in the value of unused loyalty points.

The costs associated with gift cards and reward points are accrued as the rewards are earned by the cardholder and are included in accounts payable, accrued expenses and other current liabilities in the consolidated balance sheets until remitted to the state agencies.

(o) Segment reporting

The Company operates in four operating segments: XpresSpa, Group Mobile, FLI Charge and intellectual property. XpresSpa is a leading airport retailer of spa services and related travel products and has 53 locations as of December 31, 2016. Group Mobile provides rugged, mobile and field-use computing products to customers through their e-commerce platform. FLI Charge develops wireless charging devices and licenses technology to various channels and applications. Intellectual Property is engaged in the innovation, development and monetization of mobile technologies and intellectual property.

(p) Rent expense

Minimum rent expense is recognized over the term of the lease, starting when possession of the property is taken from the landlord, which normally includes a construction period prior to the store opening. When a lease contains a predetermined fixed escalation of the minimum rent, the Company recognizes the related rent expense on a straight-line basis and records the difference between the recognized rent expense and the amounts payable under the lease as a short-term or long-term deferred rent liability. Costs related to common area maintenance, insurance, real estate taxes, and other occupancy costs the Company is obligated to pay are excluded from minimum rent expense.

Certain leases provide for contingent rents that are not measurable at inception. These contingent rents are primarily based on a percentage of sales that are in excess of a predetermined level and/or rent increase based on a change in the consumer price index or fair market value. These amounts are excluded from minimum rent and are included in the determination of rent expense when it is probable that the expense has been incurred and the amount can be reasonably estimated.

(q) Pre-opening costs

Pre-opening and start-up activity costs, which include rent and occupancy, supplies, advertising, and other direct expenses incurred prior to the opening of a new store, are expensed in the period in which they occur.

(r) Intellectual property costs

Intellectual property costs include expenses incurred in connection with the Company’s patent licensing and enforcement activities, patent-related legal expenses paid to external patent counsel, including contingent legal fees, licensing and enforcement related research, consulting and other expenses paid to third parties, as well as related internal payroll expenses and stock-based compensation. In addition, amounts received by the Company for reimbursements of legal fees in connection with its litigation campaigns are recorded in intellectual property costs as an offset to legal expense.

Also included in intellectual property costs are royalties owed to previous owners of the Company’s intellectual property assets. The royalties fluctuate period to period, based on the amount of licensing revenue the Company recognizes each period, the terms and conditions of agreements executed each period and the mix of specific patent portfolios with varying economic terms and obligations generating revenues each period.

(s) Stock-based compensation

Stock-based compensation is recognized as an expense in the consolidated statements of operations and comprehensive loss and such cost is measured at the grant-date fair value of the equity-settled award. The fair value of stock options is estimated as of the date of grant using the Black-Scholes-Merton option-pricing model. The expense is recognized on a straight-line basis, over the requisite service period. The Company uses the simplified method to estimate the expected term of options due to insufficient history and high turnover in the past. Expected volatility is estimated based on a weighted average historical volatility of the Company and comparable entities with publicly traded shares. The risk-free rate for the expected term of the option is based on the United States Treasury yield curve as of the date of grant.

(t) Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not more likely than not to be realized. Tax benefits related to excess deductions on stock-based compensation arrangements are recognized when they reduce taxes payable.

In assessing the need for a valuation allowance, the Company looks at cumulative losses in recent years, estimates of future taxable earnings, feasibility of tax planning strategies, the ability to realize tax benefit carryforwards, and other relevant information. Valuation allowances related to deferred tax assets can be impacted by changes to tax laws, changes to statutory tax rates and future taxable earnings. Ultimately, the actual tax benefits to be realized will be based upon future taxable earnings levels, which are very difficult to predict. In the event that actual results differ from these estimates in future periods, the Company will be required to adjust the valuation allowance.

Significant judgment is required in evaluating the Company's federal, state, local, and foreign tax positions and in the determination of its tax provision. Despite management's belief that the Company's liability for unrecognized tax benefits is adequate, it is often difficult to predict the final outcome or the timing of the resolution of any particular tax matters. The Company may adjust these accruals as relevant circumstances evolve, such as guidance from the relevant tax authority, its tax advisors, or resolution of issues in the courts. The Company's tax expense includes the impact of accrual provisions and changes to accruals that it considers appropriate. These adjustments are recognized as a component of income tax expense entirely in the period in which new information is available. The Company records interest related to unrecognized tax benefits in interest expense and penalties in the consolidated statements of operations and comprehensive loss as general and administrative expenses.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

(u) Noncontrolling interests

Noncontrolling interests represent the noncontrolling holders’ percentage share of earnings or losses from the subsidiaries, in which the Company holds a majority, but less than 100 percent, ownership interest and the results of which are included in the Company’s consolidated statements of operations and comprehensive loss. Net earnings attributable to noncontrolling interests in 2016 represents the proportionate share of the noncontrolling holders' ownership in certain subsidiaries of XpresSpa.

(v) Net loss per common share

Basic net loss per share is computed by dividing the net loss attributable to the Company for the period by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss attributable to the Company for the period by the weighted-average number of shares of common stock plus dilutive potential common stock considered outstanding during the period. However, as the Company generated net losses in all periods presented, some potentially dilutive securities that relate to the continuing operations, including certain warrants and stock options, were not reflected in diluted net loss per share because the impact of such instruments was anti-dilutive.

(w) Commitments and contingencies

Liabilities for loss contingencies arising from assessments, estimates or other sources are to be recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs expected to be incurred in connection with a loss contingency are expensed as incurred.

(x) Fair value measurements

The Company measures fair value in accordance with FASB ASC 820-10, Fair Value Measurements and Disclosures. FASB ASC 820-10 clarifies that fair value is an exit price, representing the amount that would be received by selling an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, FASB ASC 820-10 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

Level 2: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

(y) Recently issued accounting pronouncements

ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606)

The core principle of the new standard is that revenue should be recognized 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. This guidance was amended in July 2015 and is effective for annual reporting periods beginning after December 15, 2017. The Company is currently assessing the impact of the adoption on its consolidated financial statements. The Company expects that the new standard will have an impact on revenue recognition for Group Mobile contracts.

ASU No. 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations

In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations. The amendments are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. The effective date for this ASU is the same as the effective date for ASU 2014-09, Revenue from Contracts with Customers. The Company is currently assessing the potential impact of this ASU on its consolidated financial statements.

ASU No. 2014-15, Presentation of Financial Statements (Topic 205): Going Concern

The Company adopted the standard that provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.

ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity

The Company adopted the standard that clarifies how current United States GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements.

ASU No. 2015-03, Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs

The Company adopted guidance on a retrospective basis that requires debt issuance costs related to a recognized debt liability to be presented in the consolidated balance sheets as a deduction from the carrying amount of such debt. Because of this adoption, the Company reclassified $73 of debt issuance costs as of December 31, 2015 from other current assets to senior secured notes.

ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory

This standard requires an entity to measure in-scope inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The new standard is effective for fiscal years and interim periods within those years beginning after December 15, 2016. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes

This standard simplifies the presentation of deferred income taxes by eliminating the separate classification of deferred income tax liabilities and assets into current and noncurrent amounts in the consolidated balance sheet. The amendments in the update require that all deferred tax liabilities and assets be classified as noncurrent in the consolidated balance sheet. The amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those fiscal years and may be applied either prospectively or retrospectively to all periods presented. Early adoption is permitted. The Company adopted ASU No. 2015-17 prospectively effective December 31, 2016. Adoption of this ASU did not result in any adjustment to the consolidated balance sheet as the Company records a full valuation allowance of its total deferred tax assets.

ASU No. 2016-01, Financial Instruments – Overall (Topic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities

This standard which amends various aspects of the recognition, measurement, presentation, and disclosure for financial instruments. With respect to the Company’s consolidated financial statements, the most significant impact relates to the accounting for equity investments. It will impact the disclosure and presentation of financial assets and liabilities. The amendments in this update are effective for annual reporting periods, and interim periods within those years beginning after December 15, 2017. Early adoption by public entities is permitted only for certain provisions. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

ASU No. 2016-02, Leases (Topic 842)

This standard provides new guidance related to accounting for leases and supersedes United States GAAP on lease accounting with the intent to increase transparency. This standard requires operating leases to be recorded on the balance sheet as assets and liabilities, and requires disclosure of key information about leasing arrangements. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations and comprehensive loss. The adoption will require a modified retrospective approach as of the beginning of the earliest period presented. The new standard is effective for the fiscal year beginning after December 15, 2018, with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements, but the Company expects that it will result in a significant increase in its long-term assets and liabilities.

ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting

This standard provides new guidance to simplify the accounting for share-based payments and addresses the treatment of income tax consequences including classification of awards as either equity or liabilities, and classification on the statement of cash flows in financing or operating cash flows, respectively. The standard permits the Company to elect a policy whereby forfeitures are accounted for as they occur rather than on an estimated basis. The new standard is effective for the fiscal year beginning after December 15, 2016, with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

ASU No. 2016-06, Derivatives and Hedging: Contingent Put and Call Options in Debt Instruments

The amendments clarify the steps required to assess whether a call or put option meets the criteria for bifurcation as an embedded derivative. The ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2016. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

This standard changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments, including trade receivables, from an incurred loss model to an expected loss model and adds certain new required disclosures. Under the expected loss model, entities will recognize estimated credit losses to be incurred over the entire contractual term of the instrument rather than delaying recognition of credit losses until it is probable the loss has been incurred. The new standard is effective for the fiscal year beginning after December 15, 2019, with early adoption permitted. The Company is currently in the process of evaluating the potential impact of the adoption on its consolidated financial statements.

ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts, Cash Payments, and Restricted Stock

This standard provides new guidance to help clarify whether certain items should be categorized as operating, investing, or financing in the statement of cash flows. This ASU No. 2016-15 provides guidance on eight specific cash flow issues. The new standard is effective for the fiscal year beginning after December 15, 2017, with early adoption permitted. The Company is currently in the process of evaluating the potential impact of the adoption on its consolidated financial statements.

ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business

This standard provides new guidance to clarify the definition of a business by providing guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions of assets or businesses. Under the new standard, to classify the acquisition of assets as a business, there must be an input, a substantive process that results in outputs, with outputs being defined as the key elements of the business. If substantially all the fair value of the assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, this would not qualify as a business. The new standard is effective for the fiscal year beginning after December 15, 2017, with early adoption permitted. The Company is currently in the process of evaluating the potential impact of the adoption on its consolidated financial statements.

ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment

This standard provides new guidance to eliminate the requirement to calculate the implied fair value of goodwill, or the Step 2 test, to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The loss recognized should not exceed the total goodwill allocated to the reporting unit. The new standard is effective for the fiscal year beginning after December 15, 2019, with early adoption permitted. The Company is currently in the process of evaluating the potential impact of the adoption on its consolidated financial statements.

(z) Reclassification

On November 27, 2015, the Company implemented the Reverse Stock Split, which became effective as of the opening of trading on the NASDAQ on that date. As of November 27, 2015, every 10 shares of the Company’s issued and outstanding common stock were combined into one share of its common stock, except to the extent that the Reverse Stock Split resulted in any of the Company’s stockholders owning a fractional share, which was rounded up to the next highest whole share. In connection with the Reverse Stock Split, there was no change in the nominal par value per share of $0.01 and the Company’s authorized shares.

Certain balances have been reclassified to conform to presentation requirements, including to retroactively present the effect of the Reverse Stock Split. All references to the number of shares of common stock, price per share and weighted average shares of common stock have been adjusted to reflect the Reverse Stock Split on a retroactive basis for all periods presented, unless otherwise noted.

As a result of the adoption of ASU No. 2015-03 on a retrospective basis, during the year ended December 31, 2016, the Company reclassified $73 of debt issuance costs as of December 31, 2015 from other current assets to senior secured notes.

Net Loss per Share of Common Stock

12 Months Ended

Dec. 31, 2016

Earnings Per Share, Basic and Diluted [Abstract]

Net Loss per Common Share

Note 3. Net Loss per Share of Common Stock

On November 27, 2015, the Company effected a one-for-ten reverse stock split of its issued and outstanding shares of common stock. As a result, all references to number of shares of common stock, price per share and weighted average shares of common stock have been adjusted to reflect the one-for-ten reverse stock split on a retroactive basis for all periods presented, unless otherwise noted.

The table below presents the computation of basic and diluted net losses per share of common stock:

	For the year ended December 31,
	2016		2015
Basic Numerator:
Net loss attributable to shares of common stock	$	(24,006)	$	(11,157)
Net loss attributable to shares of common stock	$	(24,006)	$	(11,157)
Basic Denominator:
Weighted average number of shares of common stock outstanding during the year		15,167,292		10,217,734
Basic shares of common stock outstanding		15,167,292		10,217,734
Basic loss per share of common stock from continuing operations	$	(1.58)	$	(1.09)
Basic net loss per share of common stock	$	(1.58)	$	(1.09)

Diluted Numerator:
Net loss attributable to shares of common stock	$	(24,006)	$	(11,157)
Diluted net loss attributable to shares of common stock	$	(24,006)	$	(11,157)

Diluted Denominator:
Basic shares of common stock outstanding		15,167,292		10,217,734
Diluted shares of common stock outstanding		15,167,292		10,217,734
Diluted loss per share of common stock from continuing operations	$	(1.58)	$	(1.09)
Diluted net loss per share of common stock	$	(1.58)	$	(1.09)

Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact:
Vested and unvested options outstanding to purchase an equal number of shares of common stock of the Company		3,679,101		871,484
Unvested RSUs to issue an equal number of shares of common stock of the Company		—		53,280
Warrants to purchase an equal number of shares of common stock of the Company		3,506,679		1,006,679
Preferred stock on an as converted basis		3,931,416		—
Conversion feature of senior secured notes		79,295		1,250,000
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share		11,196,491		3,181,443

Cash and Cash Equivalents

12 Months Ended

Dec. 31, 2016

Cash and Cash Equivalents [Abstract]

Cash and Cash Equivalents

Note 4. Cash and Cash Equivalents

	As of December 31,
	2016		2015
Cash denominated in United States dollars	$	16,981	$	24,918
Cash denominated in currency other than United States dollars		694		33
Credit and debit card receivables		235		—
	$	17,910	$	24,951

- Definition

The entire disclosure for cash and cash equivalent footnotes, which may include the types of deposits and money market instruments, applicable carrying amounts, restricted amounts and compensating balance arrangements. Cash and equivalents include: (1) currency on hand (2) demand deposits with banks or financial institutions (3) other kinds of accounts that have the general characteristics of demand deposits (4) short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only investments maturing within three months from the date of acquisition qualify.

+ References + Details

Business Combinations

12 Months Ended

Dec. 31, 2016

Business Combinations [Abstract]

Business Combination

Note 5. Business Combinations

XpresSpa acquisition

	(a)	$1,734 in cash which was invested on August 8, 2016.

	(b)	2,500,000 shares of FORM common stock, par value $0.01 per share (“FORM Common Stock”).

	(c)	494,792 shares of FORM Preferred Stock with an aggregate initial liquidation preference of $23,750.

		Pursuant to the terms of the agreement governing the XpresSpa acquisition, in February 2017, the total number of shares of FORM Preferred Stock was decreased from 494,792 shares to 491,427 shares with an aggregate initial liquidation preference of $23,588, which are initially convertible into 3,931,416 shares of FORM Common Stock, at a conversion price of $6.00 per share. Each holder of FORM Preferred Stock shall be entitled to vote on an as converted basis.

(d)

five-year warrants to purchase 2,500,000 shares of FORM Common Stock, at an exercise price of $3.00 per share, each subject to adjustment in the event of a stock split, dividend or similar events.

The fair value of the purchase consideration was determined based on the following:

	•	The fair value of the shares of FORM Common Stock was determined by multiplying the Company's closing stock price of $2.09/share on the acquisition date by the number of shares of FORM Common Stock issued.

	•	The fair value of the warrants was determined using the Monte-Carlo simulation, which calculated the fair value based on the difference between the projected share price, derived from the estimated future market cap, and the exercise price of $3.00/share.

	•	The fair value of FORM Preferred Stock was also determined using the Monte-Carlo simulation, from which the Company’s future market cap and derived share price in each year for the seven years following the acquisition date were ascertained. The Company also determined the future market cap and derived share prices for periods prior to the end of the seven year term, assuming early conversion. The fair value was then calculated by multiplying the number of converted shares by the Company’s closing stock price as of the time of conversion. In the scenario that the shares of FORM Preferred Stock will convert at the end of the seven year term, the fair value was calculated by establishing the implied share price and the relevant premium to the conversion ratio. The fair value is then discounted as of the acquisition date.

The transaction has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires that one of the two companies be designated as the acquirer for accounting purposes based on the evidence available. In this transaction, FORM was treated as the acquiring entity for accounting purposes. In identifying FORM as the acquiring entity, the companies took into account the composition of FORM’s Board of Directors, the designation of certain senior management positions, including its Chief Executive Officer and Chief Financial Officer, as well as the fact that FORM’s existing stockholders own approximately 67% of FORM after completion of the acquisition on a fully diluted basis.

Assets acquired and liabilities assumed were recorded at their fair values as of the acquisition date. The fair value of the purchase price consideration was allocated as follows:

	Fair
Acquisition of XpresSpa on December 23, 2016:	Value
Cash	$	1,734
FORM Common Stock		5,225
December 2016 Warrants		2,689
FORM Preferred Stock		27,752
Total fair value of the purchase consideration	$	37,400

The purchase price for the acquisition was allocated to the net tangible and intangible assets based on their fair values as of the acquisition date. The excess of the purchase price over the net tangible assets and intangible assets was recorded as goodwill. The fair value of the purchase price was allocated as follows

	Fair Value
Assets:
Cash and cash equivalents	$	2,114
Accounts receivable		71
Inventory		2,580
Prepaid expenses		1,216
Restricted cash		638
Property and equipment		16,308
Intangible assets		13,620
Goodwill		20,303
Security deposits for leases		392
Total assets		57,242

Liabilities:
Accounts payable		4,118
Accrued expenses		4,586
Debt		6,500
Total liabilities		15,204

Net assets		42,038
Noncontrolling interests		(4,638)
Total fair value	$	37,400

The fair value of the noncontrolling interests as of the acquisition date of $4,638 was estimated based on the business enterprise value analysis of XpresSpa as of the acquisition date. The analysis was performed using the income approach and the implied internal rate of return from the fair value of the total purchase consideration of $37,400 and was based on the proportionate share of each individual location’s business enterprise value of the total business enterprise value of XpresSpa.

The allocation of the purchase price was based upon a valuation performed using the Company's estimates and assumptions, which are subject to change within the measurement period (up to one year from the acquisition date). The principal area of potential purchase price adjustments relates to the consideration placed in escrow. Acquisition costs representing direct legal, accounting, diligence and tax fees of $2,597 were expensed as incurred. Of this amount, the Company incurred $1,353 of these costs, which are included in general and administrative expense in the consolidated statements of operations and comprehensive loss. The remaining $1,244 of costs were incurred by XpresSpa prior to the acquisition.

Group Mobile and FLI Charge acquisition

On October 15, 2015, the Company acquired IDG. Pursuant to the Purchase Agreement, the Company acquired 100% of the capital stock of IDG. Group Mobile and 70% of FLI Charge were also acquired through the purchase of IDG. Group Mobile provides total hardware solutions, including rugged laptops, tablets, and handheld computers. Group Mobile also markets rugged mobile printers, vehicle computer docking and mounting gear, power accessories, wireless communication products, antennas, carrying cases and other peripherals, accessories and add-ons needed to maximize productivity in a mobile- or field-computing environment. FLI Charge owns patented conductive wireless charging technology and is focused on innovation, sales, manufacturing and licensing its technology in various industries, such as automotive, furniture and others.

As consideration for the acquisition, the Company issued an equivalent of 1,666,667 shares of common stock (after giving effect to the Reverse Stock Split), which were issued as follows: (i) 1,604,167 shares of the Company’s newly designated Series B Convertible Preferred Stock (“Series B Preferred”), convertible into 1,604,167 shares of the Company’s common stock, (ii) 57,500 shares of the Company’s unregistered common stock issued to one of the sellers, who is a former chief executive officer and director of IDG, in consideration of his forgiveness of debt and (iii) 5,000 shares of the Company’s common stock for transaction related services. A total of 240,625 shares of Series B Preferred Stock were placed in escrow to secure certain of the sellers’ indemnity obligations under the Purchase Agreement for a period of up to 12 months. On November 27, 2015, all outstanding shares of Series B Preferred Stock were converted into unregistered common stock of the Company, resulting in the issuance of 1,604,167 shares of common stock. Shares held in escrow were released to the sellers in April and November 2016.

Purchase consideration value was determined based on the market value of the Company’s common stock as of the date of the transactions, discounted for the fact that the shares are restricted as to their marketability for a period of six months from the issuance date.

The transaction has been accounted for as a business combination. Assets acquired and liabilities assumed were recorded at their fair values as of the acquisition date. The purchase price consideration was as follows:

	Fair
	Value
October 15, 2015 Acquisition:
Series B Preferred Stock	$	5,378
Debt assumed, settled in shares		193
Total fair value of shares issued	$	5,571

	Fair Value
Assets:
Cash and cash equivalents	$	144
Accounts receivable		245
Inventory		234
Prepaid expenses`		18
Intangible assets		2,146
Goodwill		4,863
Total assets		7,650

Liabilities:
Accounts payable		464
Credit line		270
Accrued expenses		44
Other current liabilities		173
Deferred tax liabilities		866
Total liabilities		1,817

Net assets		5,833
Noncontrolling interest in FLI Charge		(262)
Total fair value	$	5,571

In connection with the acquisition, the Company also entered into a Consulting Agreement with IDG’s former chief executive officer and director for a term of six months and payment of $9 per month. The Company also issued to a finder a warrant to purchase up to an aggregate of 50,000 shares of common stock of the Company, at an exercise price of $5.00 per share, expiring on April 15, 2021. The fair value of the warrant was $114 and was recorded as an expense in general and administrative expenses.

On December 28, 2015, the Company acquired the remaining 30% interest in FLI Charge from third parties. In conjunction with the transaction, the Company issued 110,000 shares of its unregistered common stock for total consideration of $262. The fair value of the consideration for financial reporting purposes was determined based on the market value of the shares as of the date of the transaction, discounted due to the restricted nature of the shares and the effect this has on their marketability. The issuance of these shares has no impact on the allocation of the purchase consideration pursuant to FASB ASC 810 and was recorded as an equity transaction.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1497-128463

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
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-Section 50
-Paragraph 4
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Note 6. Intangible Assets and Goodwill

Intangible assets

The following table provides information regarding the Company’s intangible assets, which consist of the following:

	December 31, 2016						December 31, 2015
	Gross		Accumulated		Net		Gross		Accumulated		Net		Weighted average
	Carrying		Amortization		Carrying		Carrying		Amortization		Carrying		amortization period
	Amount		and Impairment		Amount		Amount		and Impairment		Amount		(years)
Patents	$	27,026	$	(26,879)	$	147	$	28,213	$	(13,782)	$	14,431		12.45
Customer relationships		1,476		(360)		1,116		1,163		(62)		1,101		3.38
Trade name		13,812		(172)		13,640		504		(21)		483		5.97
Technology		479		(102)		377		479		(18)		461		5.68
Software		350		(20)		330		—		—		—		3.00
Total intangible assets	$	43,143	$	(27,533)	$	15,610	$	30,359	$	(13,883)	$	16,476

The Company recorded customer relationships, trade name and technology in connection with the acquisitions of Group Mobile and FLI Charge in the fourth quarter of 2015 and XpresSpa in the fourth quarter of 2016. Additionally, during 2016, the Company has capitalized costs for software related to the build-out of Group Mobile’s new website, groupmobile.com, which was placed in service in the fourth quarter 2016. The patent assets consist of several major patent portfolios, which were acquired from third parties, as well as a number of internally-developed patents. The costs related to internally-developed patents are expensed as incurred. Customer relationships consists of agreements or relationships with customers, customer lists and returning customers that are considered material to the business and hold economic value. Trade names are words, names, symbols or other devices used in trade to indicate the source of the product and to distinguish it from the products of others. Trade names are considered valuable to the operations of the business. To estimate the value of the trade name, the Company considered the royalty that could be charged to license the subject trade name and applied the relief from royalty method of the income approach.

During the second quarter of 2016, the Company determined that there were impairment indicators related to certain of its patents. A significant factor considered when making this determination occurred on May 6, 2016, when “Vringo, Inc.” changed its name to “FORM Holdings Corp.” and concurrently announced its repositioning as a holding company of small and middle market growth companies. The Company concluded that this factor was deemed a “triggering” event, which required the related patent assets to be tested for impairment. In performing this impairment test, the Company determined that the patent portfolios, which together represent an asset group, were subject to impairment testing. In the first step of the impairment test, the Company utilized its projections of future undiscounted cash flows based on the Company’s existing plans for the patents. As a result, it was determined that the Company’s projections of future undiscounted cash flows were less than the carrying value of the asset group. Accordingly, the Company performed the second step of the impairment test to measure the impairment by calculating the asset group’s fair value as of May 6, 2016. As a result, following amortization for the month of April, the Company recorded an impairment charge of $11,937, or 88.7% of the carrying value of the patents prior to impairment. This resulted in a new carrying value of $1,526 on May 6, 2016. The impairment charge is included in depreciation, amortization and impairment in the consolidated statements of operations and comprehensive loss. Following the impairment, the Company reevaluated the remaining useful life and concluded that there were no changes in the estimated useful life.

On December 5, 2016, the Company entered into an agreement with Nokia to assign Nokia rights related to certain patents previously purchased from Nokia. The carrying value of the patents assigned to Nokia prior to the agreement was $1,186, which offset the $1,750 of royalty payable and resulted in a gain of $564 on the disposal of assets, which is included in general and administrative expense in the consolidated statements of operations and comprehensive loss. The Company retained selected patents previously purchased from Nokia with a carrying value of $50 as of December 31, 2016 that are no longer subject to any royalty payments to Nokia.

The Company’s intangible assets are amortized over their expected useful lives. During the years ended December 31, 2016 and 2015, the Company recorded amortization and impairment expense of $13,650 and $3,295, respectively, related to its intangible assets.

Except as disclosed above, there were no impairment indicators related to any of the Company’s amortizable intangible assets during the year ended December 31, 2016.

As of December 31, 2016, future amortization for our intangible assets is as follows:

Years ending December 31,	Amount
2017	$	2,992
2018		2,989
2019		2,722
2020		2,380
2021		2,262
Thereafter		2,265
Total	$	15,610

Goodwill

The following table provides information regarding the Company’s goodwill, which relates to the acquisition of XpresSpa completed on December 23, 2016 and the acquisition of Group Mobile and FLI Charge as part of the IDG acquisition completed on October 15, 2015. There were no indicators of impairment of goodwill as of December 31, 2016.

Goodwill as of December 31, 2014	$	—
Acquisition of Group Mobile		4,106
Acquisition of FLI Charge		757
Goodwill as of December 31, 2015		4,863
Acquisition of XpresSpa		20,303
Goodwill as of December 31, 2016	$	25,166

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

General and administrative expenses

12 Months Ended

Dec. 31, 2016

General And Administrative Expenses Disclosure [Abstract]

General and Administrative Expenses [Text Block]

Note 7. General and administrative expenses

The following table shows the key categories of general and administrative expenses for the year ended December 31, 2016 compared to the year ended December 31, 2015.

	Year ended December 31,
	2016		2015
General and administrative expenses:
Salaries, commissions, and benefits	$	4,662	$	2,149
Stock-based compensation		2,347		4,303
Legal, merger and acquisition, and financing		1,900		729
Accounting, tax and audit		500		579
Advertising and marketing		1,248		163
Product development		681		92
Public company administration and investor relations		992		632
Insurance		644		691
Rent and utilities		673		394
Other general and administrative expenses		1,143		430
Total general and administrative expenses	$	14,790	$	10,162

Segment Information

12 Months Ended

Dec. 31, 2016

Segment Reporting [Abstract]

Segment Information

Note 8. Segment Information

The Company currently has four operating segments, including XpresSpa, Group Mobile, FLI Charge and intellectual property, which accumulate revenue and expenses. Additionally, the Company allocates certain expenses to its non-operating corporate segment. The corporate segment represents general and administrative expenses as well as net non-operating income (expense) that are not specific to any of the Company’s operating segments, but represent expenses incurred on behalf of the parent company, a holding company.

	For the year ended December 31,
	2016		2015
Revenue:
XpresSpa	$	811	$	—
Group Mobile		6,638		935
FLI Charge		350		2
Intellectual property		11,175		21,750
Total revenue	$	18,974	$	22,687

Segment operating loss:
XpresSpa	$	(192)	$	—
Group Mobile		(2,100)		(351)
FLI Charge		(2,488)		(139)
Intellectual property and corporate		(17,637)		(9,854)
Total segment operating loss		(22,417)		(10,344)
Non-operating expense, net		(1,586)		(1,780)
Loss before income tax benefit	$	(24,003)	$	(12,124)

Assets:
XpresSpa	$	57,527	$	—
Group Mobile		7,014		6,228
FLI Charge		1,620		1,583
Intellectual property		940		17,528
Corporate		15,706		25,120
Total assets	$	82,807	$	50,459

General and administrative costs are allocated among the operating segments and non-operating corporate segment. Each operating segment records their respective general and administrative costs with the exception of the intellectual property segment, which has minimal general and administrative costs so they are combined with those of the non-operating corporate segment. The non-operating corporate segment does not have any revenue, but does incur expenses. As a result, the intellectual property operating segment and the non-operating corporate segment were combined in the table above for purposes of displaying the total segment operating loss for those two segments.

The corporate segment’s assets are mainly comprised of cash and cash equivalents.

The Company currently operates in two geographical segments: the United States and all other countries. The following table represents the geographical revenue, segment operating loss, and total asset information as of and for the years ended December 31, 2016 and 2015. There were no concentrations of geographical revenue, segment operating loss, or total assets related to any single foreign country that were material to the Company’s consolidated financial statements.

	For the year ended December 31,
	2016		2015
Revenue:
United States	$	18,875	$	22,687
All other countries		99		—
Total revenue	$	18,974	$	22,687

Segment operating loss:
United States	$	(22,490)	$	(10,344)
All other countries		73		—
Total segment operating loss	$	(22,417)	$	(10,344)

Assets:
United States	$	80,053	$	50,459
All other countries		2,754		—
Total assets	$	82,807	$	50,459

- 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/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8981-108599

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 35
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8984-108599

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
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Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 42
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 10
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Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 29
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 31
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Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8906-108599

+ Details

Revenue from Settlements and Licensing Agreements

12 Months Ended

Dec. 31, 2016

Revenue from Settlements and Licensing Agreements [Abstract]

Revenue from Settlements and Licensing Agreements

Note 9. Revenue from Settlements and Licensing Agreements

On April 25, 2016, the Company entered into a Confidential License Agreement (the “License Agreement”). Pursuant to the terms of the License Agreement, the licensee paid the Company a one-time lump sum payment of $8,900 on May 30, 2016. As a result, the Company granted to the licensee a non-exclusive, non-transferable, worldwide perpetual license to certain patents and patent applications.

On December 7, 2015, the Company entered into a confidential settlement and license agreement (the “Settlement Agreement”) with ZTE Corporation and its affiliates (“ZTE”), pursuant to which: (i) ZTE paid the Company a total of $21,500, net of any withholding, value added or other taxes; (ii) the parties withdrew all pending litigations and proceedings against each other including the litigations related to ZTE’s breach of its non-disclosure agreement with the Company; and (iii) the Company granted ZTE a non-exclusive, non-transferable, worldwide perpetual license of certain patents and patent applications owned by the Company.

Debt and Senior Secured Notes

12 Months Ended

Dec. 31, 2016

Debt Disclosure [Abstract]

Debt and Senior Secured Notes

Note 10. Debt and Senior Secured Notes

Debt

As part of the acquisition of XpresSpa, which was completed on December 23, 2016, the Company recorded the debt described below.

XpresSpa entered in a credit agreement and secured promissory note (“Rockmore Debt”) with Rockmore Investment Master Fund Ltd. (“Rockmore”) on April 22, 2015 that was amended on August 8, 2016. Rockmore is an investment entity controlled by the Company’s board member, Bruce T. Bernstein.

The total principal of the Rockmore Debt is $6,500 payable in full upon maturity on May 1, 2018 with an additional one-year extension to May 1, 2019 at the election of the Company. The Rockmore Debt bears 11.24% interest per year (based on 360 days in a year) that is payable as follows:

	•	9.24% annual interest, calculated on a monthly basis, which is payable in arrears on the last business day of each month plus

	•	2% annual interest, calculated on a monthly basis, which accrues monthly and becomes due and payable on the Rockmore Debt anniversary dates.

The interest decreases to 10.5% per year (8.5% payable in monthly installments and 2% payable annually) if the Rockmore Debt is extended to May 1, 2019, effective May 1, 2018.

The Rockmore Debt can be pre-paid by XpresSpa at a 4% penalty at any point at its election. The Rockmore Debt is secured by substantially all of the assets of XpresSpa. In addition, XpresSpa needs consent of Rockmore to incur any additional debt, except for:

	•	debt to finance acquisition, construction, or improvement of fixed and capital assets;

	•	performance bonds, bid bonds, appeal bonds, surety bonds, and similar;

	•	pension fund and employee benefit plan obligations;

	•	unsecured debt not exceeding $1,000;

	•	convertible notes not exceeding $5,000; and

	•	letters of credit, bank guarantees and others in the ordinary course of business.

In addition, Rockmore was entitled to certain reporting rights and annual audited financial information, which Rockmore waived in March 2017.

The Rockmore Debt had a fair value of $6,500 as of the acquisition date, December 23, 2016, and a $6,500 carrying value included in long term liabilities in the consolidated balance sheet as of December 31, 2016. During the period from the acquisition date to December 31, 2016, XpresSpa paid $100 of interest for December 2016 and January 2017 and recorded $16 of interest expense.

Senior Secured Notes

The table below summarizes changes in the book value of the Notes from December 31, 2015 to December 31, 2016:

Book value as of December 31, 2015 (net of unamortized portion of debt issuance costs of $73)	$	3,111
Debt repayments in January and February 2016		(1,190)
Amortization of debt discount and debt issuance costs, included in interest expense		356
Book value of Notes before the Exchange Note Agreement on March 9, 2016		2,277

Fair value of the considerations provided to the Investors, including:
Increase in fair value of May 2015 Warrants due to reduced exercise price		281
Repayment of Notes in shares of common stock		1,267
Repayment of $1,267 of Notes in shares of common stock at a discount to the market		183
Restructuring fee paid to the Investors		50
Total fair value of the considerations provided to the Investors		1,781

Book value of Amended Notes after the Exchange Note Agreement on March 9, 2016		496
Amortization of debt discount and debt issuance costs, included in interest expense		1,253
Early repayment fee of 15% of outstanding principal of $1,749		262
Repayment of Amended Notes in full on July 1, 2016		(2,011)
Book value of Amended Notes as of December 31, 2016	$	—

As of December 31, 2015, total outstanding principal of the Company’s Notes was $4,206. Between January 1, 2016 and March 9, 2016, the Company made two principal payments in the aggregate amount of $1,190. The Company elected to make these principal payments in shares of the Company’s common stock, which were issued at a 15% discount to the market price data. As such, the Company issued 1,032,332 shares in lieu of principal payments and recorded $210 as extinguishment of debt expense in the consolidated statements of operations and comprehensive loss.

On March 9, 2016, the Company and the Investors entered into an Exchange Note Agreement. Pursuant to the Exchange Note Agreement, the Company issued to the Investors an aggregate of 703,644 shares of its common stock in exchange for the reduction of $1,267 of the outstanding aggregate principal amount of the Notes and $49 of accrued interest. As a result, the outstanding aggregate principal amount under the Notes was reduced from $3,016 to $1,749 as of March 9, 2016.

In addition, on March 9, 2016, the Company, with the consent of each of the Investors, agreed to amend the Notes. Pursuant to the Amended Notes and the Indenture dated May 4, 2015, as supplemented by the First Supplemental Indenture dated May 4, 2015 and further supplemented by the Second Supplemental Indenture dated March 9, 2016: (i) the Amended Notes are no longer convertible into shares of the Company’s common stock and will be payable by the Company on the Maturity Date in cash only, (ii) the Maturity Date of the Amended Notes will extend to June 30, 2017, (iii) the Company will discontinue the payment of principal prior to the Maturity Date (subject to certain exceptions), (iv) the interest rate increased from 8% to 10% per annum and will accrue on the outstanding aggregate principal amount of the Amended Notes, payable monthly, and (v) the Company will pay to the Investors on the Maturity Date 102% of the outstanding aggregate principal amount of the Amended Notes. The Company also agreed to maintain a cash balance (including cash equivalents) of not less than $2,900.

In addition, the Company agreed to reduce the exercise price of the May 2015 Warrants from $10.00 to $3.00 per share and the parties also agreed to remove from the May 2015 Warrants certain anti-dilution features. Other terms of the May 2015 Warrants remained the same. Furthermore, in connection with the Amended Notes, the Company paid a restructuring fee of $50 to the Investors.

On July 1, 2016, the Company repaid in full its Amended Notes that were due on June 30, 2017, including a 15% fee for early repayment. The Company used an aggregate of $2,011 of cash on hand for repayment of the Amended Notes. As a result of the repayment in full of the Amended Notes, all liens on the Company’s assets, including its intellectual property, were released by the Investors.

Fair Value Measurements

12 Months Ended

Dec. 31, 2016

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 11. Fair Value Measurements

The following table presents the placement in the fair value hierarchy of liabilities measured at fair value on a recurring basis as of December 31, 2016 and December 31, 2015:

			Fair value measurement at reporting date using
			Quoted prices in
			active markets		Significant other		Significant
			for identical		observable		unobservable
	Balance		assets (Level 1)		inputs (Level 2)		inputs (Level 3)
December 31, 2016:
May 2015 Warrants	$	259	$	—	$	—	$	259

December 31, 2015:
May 2015 Warrants	$	416	$	—	$	—	$	416
Conversion feature	$	1	$	—	$	—	$	1

The Company measures its derivative liabilities at fair value. The May 2015 Warrants were classified within Level 3 because they were valued using the Black-Scholes-Merton model, which utilizes significant inputs that are unobservable in the market. They are recorded as derivative warrant liabilities as they are freestanding instruments and there are several features within the warrants that may require the Company to cash settle or partially cash settle. In particular, the Company may have to cash settle, partially cash settle, or make cash payments to the Investors including cash settlement upon exercise when insufficient shares are authorized to be issued, and that the Company is obligated to issue registered shares when the warrants are exercised. The derivative warrant liabilities are initially measured at fair value and marked to market at each balance sheet date.

In addition to the above, the Company’s financial instruments as of December 31, 2016 and 2015, consisted of cash and cash equivalents, receivables, accounts payable, Notes and Debt. The carrying amounts of all the aforementioned financial instruments approximate fair value because of the short-term maturities of these instruments.

The following table summarizes the changes in the Company’s liabilities measured at fair value using significant unobservable inputs (Level 3) during the year ended December 31, 2016:

	May 2015		Conversion
	Warrants		feature
December 31, 2015	$	416	$	1
Decrease in fair value of the warrants and conversion feature		(438)		(1)
Increase in fair value as a result of debt modification		281		—
December 31, 2016	$	259	$	—

Valuation processes for Level 3 Fair Value Measurements

Fair value measurement of the derivative warrant liabilities falls within Level 3 of the fair value hierarchy. The fair value measurements are evaluated by management to ensure that changes are consistent with expectations of management based upon the sensitivity and nature of the inputs.

December 31, 2016:

Description	Valuation technique	Unobservable inputs	Range
May 2015 Warrants	Black-Scholes-Merton	Volatility		45.15	%
		Risk-free interest rate		1.57	%
		Expected term, in years		3.34
		Dividend yield		0.00	%

December 31, 2015:

Description	Valuation technique	Unobservable inputs	Range
Conversion feature	Monte-Carlo model	Volatility		82.46	%
		Risk free interest rate		0.46	%
		Expected term, in years		0.51
		Conversion price	$	10.00

May 2015 Warrants	Black-Scholes-Merton	Volatility		79.13	%
		Risk free interest rate		1.68	%
		Expected term, in years		4.34
		Dividend yield		0.00	%

Sensitivity of Level 3 measurements to changes in significant unobservable inputs

The inputs to estimate the fair value of the Company’s derivative warrant liabilities and conversion feature were the current market price of the Company’s common stock, the exercise price of the warrants and conversion feature, their remaining expected term, the volatility of the Company’s common stock price and the risk-free interest rate over the expected term. Significant changes in any of those inputs in isolation can result in a significant change in the fair value measurement.

Generally, an increase in the market price of the Company’s shares of common stock, an increase in the volatility of the Company’s shares of common stock, and an increase in the remaining term of the warrants and conversion feature would each result in a directionally similar change in the estimated fair value of the Company’s warrants. Such changes would increase the associated liability while decreases in these assumptions would decrease the associated liability. An increase in the risk-free interest rate or a decrease in the differential between the warrants’ and conversion feature’s exercise prices and the market price of the Company’s shares of common stock would result in a decrease in the estimated fair value measurement and thus a decrease in the associated liability. The Company has not, and does not plan to, declare dividends on its common stock, and as such, there is no change in the estimated fair value of the warrants and conversion feature due to the dividend assumption.

The following table presents the placement in the fair value hierarchy of intangible assets measured at fair value on a non-recurring basis as of December 31, 2016 due to impairment. There was no impairment of intangible assets for the year ended December 31, 2015 and, as such, no fair value measurement was performed. Also included in the following table is the placement in the fair value hierarchy of warrants and FORM Preferred Stock issued on December 23, 2016 for the acquisition of XpresSpa, measured at fair value on a non-recurring basis as of December 31, 2016:

			Fair value measurement at reporting date using
			Quoted prices in
			active markets		Significant other		Significant
			for identical		observable		unobservable
	Balance		assets (Level 1)		inputs (Level 2)		inputs (Level 3)
December 31, 2016:
Patents	$	147	$	—	$	—	$	147
December 2016 Warrants	$	2,689	$	—	$	—	$	2,689
FORM Preferred Stock	$	27,752	$	—	$	—	$	27,752

During the second quarter of, 2016, the Company recorded a noncash impairment charge of $11,937 to reduce the net carrying value of its patent assets to its estimated fair value of $1,526. Following the impairment charge and a subsequent assignment of certain patents to Nokia and additional amortization expense for the remainder of the year, the net carrying value of the patent assets was reduced to $147 as of December 31, 2016. The fair value of these assets were classified as Level 3 of the fair value hierarchy using an income-based approach.

As disclosed in Note 5, the purchase consideration values of the warrants and FORM Preferred Stock issued for the acquisition of XpresSpa on December 23, 2016 were determined using the Monte-Carlo simulation and, as such, were classified as Level 3 of the fair value hierarchy.

- 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

Warrants

12 Months Ended

Dec. 31, 2016

Warrants and Rights Note Disclosure [Abstract]

Warrants

Note 12. Warrants

The following table summarizes information about warrant activity during the year ended December 31, 2016:

			Weighted average		Exercise
	No. of warrants		exercise price		price range
December 31, 2015		1,006,679	$	12.92	$	5.00 - $17.60
Granted		2,500,000	$	3.00	$	3.00
Exercised		—		—		—
Expired		—		—		—
December 31, 2016		3,506,679	$	4.77	$	3.00 - $17.60

On March 9, 2016, the Company modified the exercise price of the May 2015 Warrants, which are recorded as derivative warrant liabilities, from $10.00 to $3.00. There were no changes to other terms of the May 2015 Warrants (see Note 10). The change in fair value of the May 2015 Warrants as a result of the exercise price modification was accounted for as a debt discount to be amortized over the remaining term of the Amended Notes. Certain of the Company’s outstanding warrants are classified as equity warrants and certain are classified as derivative warrant liabilities.

The Company’s outstanding equity warrants as of December 31, 2016 consist of the following:

					Remaining
	No. outstanding		Exercise price		contractual life	Expiration Date
Series 1 Warrants		149,025	$	17.60	0.55 years	July 19, 2017
Series 2 Warrants		194,352	$	17.60	0.55 years	July 19, 2017
Reload Warrants		75,802	$	17.60	0.10 years	February 6, 2017
October 2015 Warrants		50,000	$	5.00	4.29 years	April 15, 2021
December 2016 Warrants		2,500,000	$	3.00	4.98 years	December 23, 2021
Outstanding as of December 31, 2016		2,969,179

The Company’s outstanding derivative warrants as of December 31, 2016 consist of the following:

Remaining

No. outstanding

Exercise price

contractual life

Expiration Date

May 2015 Warrants

537,500

3.00

3.34 years

May 4, 2020

Stock-based Compensation

12 Months Ended

Dec. 31, 2016

Share-based Compensation [Abstract]

Stock-based Compensation

Note 13. Stock-based Compensation

The Company has a stock-based compensation plan available to grant stock options and RSUs to the Company’s directors, employees and consultants. Under the 2012 Employee, Director and Consultant Equity Incentive Plan (the “Plan”), a maximum of 1,560,000 shares of common stock may be awarded (after giving effect to the one-for-ten reverse stock split). In 2015, and again in 2016, the Company amended the Plan so that a maximum of shares of common stock that may be awarded was increased to 7,100,000. As of December 31, 2016, 3,115,843 shares were available for future grants under the Plan. Total stock-based compensation expense for the years ended December 31, 2016 and 2015 was $2,570 and $5,064, respectively.

The following table illustrates the stock options granted during the year ended December 31, 2016:

Assumptions used in

No. of

Exercise

Fair market value at

Black-Scholes option pricing

Title

Grant date

options

price

grant date

Vesting terms

model

Directors, management, employees, and consultant

April - June 2016

2,990,000

$1.55 - $1.92

$0.82 - $1.54

Over 1 year for directors; Over 3 years for management, employees, and consultant

Volatility: 58.92% - 59.80%
Risk free interest rate: 1.24% - 1.95%
Expected term, in years: 5.31 - 5.81
Dividend yield: 0.00%

On April 4, 2016, the Company's Board of Directors authorized 2,990,000 stock options to be granted to directors, management, and employees. Of this amount, 2,260,000 stock options granted to certain management and employees was greater than the amount available under the Plan, as amended in 2015, and, as such, the stock options were not issued to management and employees as they required stockholder approval. The stock options were approved by the Company’s stockholders on November 28, 2016.

The following table illustrates the RSUs granted during the year ended December 31, 2016.

Fair market

Title

Grant date

No. of RSUs

Exercise price

value at grant date

Vesting term

Consultant

March 9, 2016

10,000

—

2.13

0.33 years

The following tables summarize information about stock options and RSU activity during the year ended December 31, 2016:

	RSUs				Options
			Weighted average				Weighted				Weighted average
	No. of		grant date		No. of		average		Exercise		grant date
	RSUs		fair value		options		exercise price		price range		fair value
Outstanding as of January 1, 2016		53,280	$	36.31		871,484	$	30.65	$	5.10 - 55.00	$	20.49
Granted		10,000	$	2.13		2,990,000	$	1.58	$	1.55 - 1.92	$	1.38
Vested/Exercised		(63,280)	$	30.91		—		—		—		—
Forfeited		—		—		(173,383)	$	17.07	$	1.90 – 41.00	$	10.38
Expired		—		—		(9,000)	$	55.00	$	55.00	$	26.20
Outstanding as of December 31, 2016		—		—		3,679,101	$	7.60	$	1.55 – 55.00	$	5.41
Exercisable as of December 31, 2016		—		—		1,667,434	$	14.85	$	1.55 – 55.00

	Non-vested stock options:				Non-vested RSU:
	No. of options		Weighted average grant date fair value		No. of RSUs		Weighted average grant date fair value
Balance at January 1, 2016		56,123	$	10.66		53,280	$	36.31
Granted		2,990,000	$	1.38		10,000	$	2.13
Vested		(961,126)	$	1.77		(63,280)	$	30.91
Forfeited		(73,330)	$	1.29		—		—
Balance at December 31, 2016		2,011,667	$	1.46		—	$	—

The following table summarizes information about employee and non-employee stock options outstanding as of December 31, 2016:

						Weighted average remaining
Exercise price range		No. options outstanding		No. options exercisable		contractual life (years)
$	0.01-10.00		2,987,785		976,535		4.72
$	10.00-20.00		82,066		82,066		3.88
$	20.00-30.00		40,000		40,000		6.57
$	30.00-40.00		490,500		490,083		6.19
$	40.00-50.00		66,500		66,500		7.14
$	50.00-60.00		12,250		12,250		0.08
			3,679,101		1,667,434

As of December 31, 2016, the total aggregate intrinsic values of options outstanding and options exercisable were $1,636 and $514, respectively. As of December 31, 2015, the total aggregate intrinsic values of options outstanding and options exercisable were zero since these instruments were “out-of-the-money” as of that date. There were no options exercised during the years ended December 31, 2016 and 2015.

The total fair value of stock options that vested in the years ended December 31, 2016 and 2015 was $1,703 and $3,687, respectively. As of December 31, 2016, there was approximately $2,929 of total unrecognized stock-based payment cost related to non-vested options, shares and RSUs, granted under the incentive stock option plans. Overall, the cost is expected to be recognized over a weighted average of 1.66 years.

The Company did not recognize tax benefits related to its stock-based compensation as there is a full valuation allowance recorded.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References + Details

Related Parties Transactions

12 Months Ended

Dec. 31, 2016

Related Party Transactions Disclosure

Note 14. Related Parties Transactions

The Company engaged various parties to perform valuations, legal, financial and tax due diligence associated with the XpresSpa acquisition and other merger and acquisition projects. Among the service providers, the Company engaged RedRidge Lender Services LLC (“RedRidge”) to perform financial due diligence regarding the acquisition of XpresSpa. Andrew Perlman, the Company’s Chief Executive Officer, and certain members of his family own a minority equity position in RedRidge, which may be considered a related party. The audit committee of the Company’s Board of Directors reviewed and approved the engagement of RedRidge. The fee for the XpresSpa engagement was $101 and the fees for other engagements were $60, all of which were incurred during the year ended December 31, 2016 and are reflected in the general and administrative expense in the consolidated statements of operations and comprehensive loss.

As disclosed in Note 10, Debt and Senior Secured Notes, XpresSpa’s debt holder, Rockmore, is an investment entity controlled by the Company’s board member, Bruce T. Bernstein. The Company believes the terms of the Debt were reflective of market rates as of the time of issuance. Additionally, on July 1, 2016, the Company repaid in full its Amended Notes, including a fee for early repayment, in the amount of $2,011. The Amended Notes were held by the Investors, which included entities controlled by the Company’s board member, Richard Abbe, who joined the Company’s Board of Directors in March 2016.

In addition, the Company paid $212 to Bruce T. Bernstein in March 2017 for the legal costs incurred in conjunction with the acquisition of XpresSpa and Amiral legal proceedings prior to the completion of the acquisition, as he was indemnified by XpresSpa. These costs are included in the accounts payable, accrued expenses and other current liabilities in the consolidated balance sheet as of December 31, 2016.

Property and Equipment

12 Months Ended

Dec. 31, 2016

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure

Note 15. Property and Equipment

The following table summarizes information about property and equipment activity during the year ended December 31, 2016:

Balance of property and equipment as of December 31, 2014	$	221
Depreciation expense		(221)
Balance of property and equipment as of December 31, 2015		—
Additions		291
Additions from XpresSpa acquisition		16,308
Depreciation expense		(132)
Balance of property and equipment as of December 31, 2016	$	16,467

Property and equipment is comprised of three categories: leasehold improvements, furniture and fixtures, and other operating equipment.

	December 31,
	2016		2015		Useful Life
Furniture and fixtures	$	740	$	201	3-4 years
Leasehold improvements		14,732		202	Average 5-8 years
Other operating equipment		1,127		207	Maximum 5 years
		16,599		610
Accumulated depreciation		(132)		(610)
Total property and equipment, net	$	16,467	$	—

During the years ended December 31, 2016 and 2015, the Company recorded $132 and $221 of depreciation expense, respectively.

Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are depreciated over the shorter of remaining lease term or economic useful life (which is on average 5-8 years).

Other Current Assets

12 Months Ended

Dec. 31, 2016

Disclosure Text Block Supplement [Abstract]

Other Current Assets

Note 16. Other Current Assets

As of December 31, 2016, and 2015, the Company’s other current assets were comprised of the following:

	December 31,
	2016		2015
Prepaid expenses	$	2,215	$	674
Other		27		24
Balance as of December 31	$	2,242	$	698

Prepaid expenses are predominantly comprised of prepaid insurance policies which have terms of one year or less.

Accounts Payable, Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2016

Payables and Accruals [Abstract]

Accounts Payable, Accrued Expenses and Other Current Liabilities

Note 17. Accounts Payable, Accrued Expenses and Other Current Liabilities

As of December 31, 2016, and 2015, the Company’s accounts payable, accrued expenses and other current liabilities were comprised of the following:

	December 31,
	2016		2015
Accounts payable	$	9,555	$	4,278
Accrued liabilities		1,356		607
Tax liabilities		676		538
Other		43		432
Balance as of December 31	$	11,630	$	5,855

Gift cards and customer rewards program

As of December 31, 2016, XpresSpa recorded an accrued liability of $605 for gift cards and the customer rewards program.

Accrued liability for insurance

XpresSpa carries several annual insurance policies including indemnity, fire, umbrella, and workers’ compensation. XpresSpa financed the total of $699, or 85%, of the total insurance premiums with a third party provider, at a rate of 3.99% per year payable in ten installments over a 12-month period. As of December 31 2016, XpresSpa had an outstanding balance of its financing arrangement of approximately $583, which is scheduled to be repaid in 2017.

Merchant financing

In April 2016, XpresSpa entered into a merchant financing arrangement with a top tier credit card company for $1,000, which was provided in the form of an advance against certain future credit card transactions. XpresSpa made repayments on a daily basis throughout 2016 from proceeds of certain credit card transactions. As of December 31, 2016, the outstanding balance of the advance was $155. This balance was repaid in full in February 2017. In addition, XpresSpa entered into a new merchant financing arrangement with the same party for $500 in the first quarter of 2017.

Loan agreement with Oklahoma Fidelity Bank

On July 12, 2015, Group Mobile amended its existing loan agreement with Oklahoma Fidelity Bank, a division of Fidelity Bank. The total amount of the loan was $300 and interest accrued at a variable interest rate, which was the lower of the Wall Street Journal prime rate plus 1% or 5%. The loan was fully repaid in the third quarter of 2016.

Income Taxes

12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

Income Taxes

Note 18. Income Taxes

For the years ended December 31, 2016 and 2015, the loss from continuing operations before taxes consists of the following:

	2016		2015
Domestic	$	(24,042)	$	(12,072)
Foreign		39		(52)
	$	(24,003)	$	(12,124)

Income tax benefit attributable to continuing operations for the years ended December 31, 2016 and 2015 consisted of the following:

	2016		2015
Continued operations:
Current:
Federal	$	—	$	—
State		—		—
Foreign		—		—
Deferred:
Federal		—		(866)
State		—		—
Foreign		—		—
	$	—	$	(866)

Income tax expense attributable to continuing operations differed from the amounts computed by applying the applicable United States federal income tax rate to loss from continuing operations before taxes on income as a result of the following:

	For the year ended December 31,
	2016			2015
Loss before income taxes	$	(24,003)		$	(12,124)
Tax rate		35	%		35	%

Computed “expected” tax benefit		(8,401)			(4,243)
State taxes, net of federal income tax benefit		—			(294)
Change in valuation allowance		8,107			3,627
Nondeductible expenses		276			64
Other items		18			(20)
Income tax benefit	$	—		$	(866)

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows as of December 31, 2016 and 2015:

	December 31,
	2016		2015
Deferred income tax assets:
Net operating loss carryforwards	$	49,433	$	44,756
Stock-based compensation		6,125		4,839
Patents and other		3,356		1,212
Net deferred income tax assets		58,914		50,807
Less:
Valuation allowance		(58,914)		(50,807)
Net deferred income tax assets	$	—	$	—

The Company assesses the need for a valuation allowance related to its deferred income tax assets by considering whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. A valuation allowance has been recorded against the Company’s deferred income tax assets, as it is in the opinion of management that it is more likely than not that the net operating loss carryforwards (“NOL”s) will not be utilized in the foreseeable future.

The valuation allowance as of December 31, 2016 is $58,914, which will be reduced if and when the Company determines that the deferred income tax assets are more likely than not to be realized.

The following table presents the changes to the valuation allowance during the years presented:

As of January 1, 2015	$	48,688
Charged to cost and expenses – continuing operations		3,627
Charged to cost and expenses – discontinued operations		(299)
Return to provision true-up and other		(1,209)
As of December 31, 2015		50,807
Charged to cost and expenses – continuing operations		9,468
Charged to cost and expenses – discontinued operations		—
Return to provision true-up and other		(1,361)
As of December 31, 2016	$	58,914

As of December 31, 2016, the Company’s estimated aggregate total NOLs were $138,915 for United States federal, state and local purposes expiring 20 years from the respective tax years to which they relate. The NOL amounts are presented before Internal Revenue Code, Section 382 limitations (“Section 382”). The Tax Reform Act of 1986 imposed substantial restrictions on the utilization of NOLs and tax credits in the event of an ownership change of a corporation. Thus, the Company’s ability to utilize all such NOLs and credit carryforwards may be limited. The NOLs available post-merger that the Company completed in 2012 that are not subject to limitation amount to $98,151. The remaining NOLs of $39,601 are subject to the limitation of Section 382. The annual limitation is approximately $2,000.

The Company files its tax returns in the United States federal jurisdiction, as well as in various state, local and foreign jurisdictions. FORM Holdings Corp. has open tax years for 2013 through 2016. As of December 31, 2016, all tax years for the Company’s subsidiary Innovate/Protect are still open.

The Company did not have any material unrecognized tax benefits as of December 31, 2016. The Company does not expect to record any additional material provisions for unrecognized tax benefits within the next year.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2016

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 19. Commitments and Contingencies

Litigation and legal proceedings

Certain of the Company’s outstanding legal matters include speculative claims for substantial or indeterminate amounts of damages. The Company regularly evaluates developments in its legal matters that could affect the amount of any potential liability and makes adjustments as appropriate. Significant judgment is required to determine both the likelihood of there being a liability and the estimated amount of a loss related to such matters.

With respect to the Company’s outstanding legal matters, based on its current knowledge, the Company’s management believes that the amount or range of a potential loss will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. The Company evaluated the matters described below, and assessed the probability and likelihood of the occurrence of liability. Based on management’s estimates, the Company recorded $671, which is included in accounts payable, accrued expenses, and other current liabilities in the consolidated balance sheet as of December 31, 2016.

The Company expenses legal fees in the period in which they are incurred.

XpresSpa

Cordial

Effective October 2014, XpresSpa terminated its former Airport Concession Disadvantaged Business Enterprise (“ACDBE”) partner, Cordial Endeavor Concessions of Atlanta, LLC (“Cordial”), in several store locations at Hartsfield-Jackson Atlanta International Airport. In April 2015 Cordial filed a complaint with the Federal Aviation Administration (“FAA”) (which oversees the City of Atlanta with regard to airport ACDBE programs) and, in December 2015, the FAA mandated that the City of Atlanta review XpresSpa’s request to substitute new partners in lieu of Cordial and Cordial’s claims of retaliation. In response to the FAA ruling, pursuant to a corrective action plan approved by the FAA, the City of Atlanta held two hearings in February 2016 and ruled in favor of the Company on both issues. Cordial submitted a further complaint to the FAA claiming that the City of Atlanta was biased against Cordial and that the City of Atlanta’s decision was wrong. On October 2016, the FAA sent a letter to the City of Atlanta directing that the City of Atlanta retract previous findings on Cordial’s allegations and engage an independent third party to investigate issues previously decided by Atlanta. The FAA also directed that Atlanta determine monies potentially due to Cordial.

On January 3, 2017, XpresSpa filed a lawsuit in the Supreme Court of the State of New York, County of New York against Cordial and several related parties alleging breach of contract, unjust enrichment, breach of fiduciary duty, fraudulent inducement, fraudulent concealment, tortious interference, and breach of good faith and fair dealing (the “Cordial Litigation”). On March 3, 2017, XpresSpa filed a first amended complaint against Cordial.

On January 4, 2017, XpresSpa filed a lawsuit in the United States District Court for the Southern District of New York against its former attorney, Kevin Ross, and his law firm alleging malpractice, unjust enrichment, breach of fiduciary duty, fraudulent inducement, fraudulent concealment, tortious interference, and promissory estoppel (the “Ross Litigation”). On March 2, 2017, the defendants filed a letter with the Court requesting a pre-motion conference in anticipation of the defendants’ filing of a motion to dismiss. On March 17, 2017, XpresSpa filed a First Amended Complaint against the defendants.

Both the Cordial Litigation and Ross Litigation are pending before the respective courts; no schedule has been set in either matter.

In February 2017, Cordial filed a Part 16 complaint with the FAA. On March 7, 2017, the FAA held that XpresSpa has not been named in Cordial’s complaint, and is not a proper respondent.

In re Chen et al.

On March 16, 2015, four former employees of XpresSpa who worked at locations in John F. Kennedy International Airport and LaGuardia Airport filed a putative class and collective action wage-hour litigation in the United States District Court for the Eastern District of New York, claiming that they, and other spa technicians were misclassified, and that overtime was unpaid. On September 23, 2016, the Court conditionally certified the class. The parties held a mediation on February 28, 2017 and reached an agreement on a settlement in principle. The parties are in the process of drafting a formal settlement agreement incorporating the agreed-upon terms.

Amiral

On July 29, 2016, Amiral Holdings SAS (“Amiral”) filed a preliminary relief proceeding in the Netherlands against the Company’s subsidiary, XpresSpa Europe B.V. (“XpresSpa Europe”), relating to the failed acquisition by Amiral of XpresSpa Europe. On October 7, 2016, Amiral initiated proceedings before the District Court in Amsterdam seeking the transfer of shares in XpresSpa Europe to Amiral and damages.

On August 2, 2016, Amiral filed a complaint for breach of contract against XpresSpa related to a failed merger between Amiral and XpresSpa, before the Supreme Court of the State of New York, County of New York. On November 23, 2016, a temporary restraining order was granted, enjoining XpresSpa and other parties from closing the merger between XpresSpa and the Company pending Amiral fulfilling certain conditions, which Amiral, on December 22, 2016, indicated that it would not meet, thus having the effect of dissolving the temporary restraining order.

During the first quarter of 2017, the parties resolved their disputes and have dismissed and/or withdrawn all actions against each other. Pursuant to an agreement between the parties, Amiral will receive shares of FORM Preferred Stock from former XpresSpa shareholders. No liability is expected or recorded for these proceedings.

Employment related complaints

There have been three complaints filed against XpresSpa with the Equal Employment Opportunity Commission for unlawful termination of employment and discriminatory employment practices. No liability is expected or recorded for these proceedings. At this time the Company does not believe that the outcome of these matters, individually or in the aggregate, would have a material adverse effect on its business or results of operations.

Other

XpresSpa is regularly subject to claims, suits and other proceedings involving commercial disputes, labor and employment, personal injury and other matters. Such claims, suits and other proceedings could result in fines, civil or criminal penalties or other adverse consequences.

Intellectual Property

ZTE

On December 7, 2015, the Company entered into a confidential settlement and license agreement (the “Settlement Agreement”) with ZTE Corporation and its affiliates (collectively, “ZTE”), pursuant to which the parties withdrew all pending litigations and proceedings against each other and the Company granted ZTE a non-exclusive, non-transferable, worldwide perpetual license to certain patents and patent applications owned by the Company.

In several jurisdictions, though ZTE requested that government organizations close proceedings against FORM, those organizations make such determinations on their own volition. In China, ZTE requested that the National Developmental and Reform Commission (“NDRC”) conclude its investigation against FORM; however, it is not clear whether the NDRC has closed its investigation.

In addition, in China and the Netherlands, FORM continues to appeal patent invalidity rulings issued in connection with proceedings originally brought by ZTE. In each instance, ZTE has indicated that it will not oppose FORM’s appeals, though FORM must still plead its case before the respective adjudicatory body in each jurisdiction. No liability is expected or recorded for the ZTE-related legal proceedings.

All deposits that had been posted with the courts in connection with the Company’s litigation with ZTE have been returned.

ASUS

In March 2016, the Company settled all disputes and ended all litigations with ASUSTeK Computer Inc. and its subsidiaries (collectively, “ASUS”). Google, Inc., who intervened as a party in the Company’s litigation against ASUS in India, and the Company have agreed to withdraw their respective outstanding claims against one another, for which each party has covered its own costs.

Confidential license agreement

On April 25, 2016, the Company entered into a Confidential License Agreement (the “License Agreement”). Pursuant to the terms of the License Agreement, the licensee paid the Company a one-time lump sum payment of $8,900,000 on May 30, 2016. As a result, we granted to the licensee a non-exclusive, non-transferable, worldwide perpetual license to certain patents and patent applications we own.

Other

The Company’s intellectual property segment is also engaged in other litigation, for which no liability is recorded, as the Company does not expect any material negative outcome.

Corporate

Mason Chu

On December 31, 2015, Mason Chu filed a lawsuit against the Company and its directors, alleging that the defendants breached their fiduciary duty to the Company and its stockholders. The parties resolved the litigation in March 2017.

Leases

The Company is obligated under multiple lease agreements for its XpresSpa retail concessions. The lease agreements for the retail concessions have terms which expire at varying dates through December 31, 2025 and primarily require payment of rent as a percentage of sales and a minimum annual guarantee (“MAG”) rent payment. The MAG rent under the terms of the agreements range from $5 to $250 per year and are adjusted on each anniversary date.

XpresSpa is contingently liable to a surety company under certain general indemnity agreements required by various airports relating to its lease agreements. XpresSpa agrees to indemnify the surety for any payments made on contracts of suretyship, guaranty, or indemnity. The Company believes that all contingent liabilities will be satisfied by its performance under the specified lease agreements.

The Company’s corporate headquarters, as well as XpresSpa’s and FLI Charge’s, are located in New York, NY and its lease will expire in October 2019. Group Mobile’s corporate headquarters are located in Chandler, AZ and its lease will expire in July 2019.

Rent expense for operating leases for years ended December 31, 2016 and 2015, were $584 and $381, respectively.

As of December 31, 2016, future minimum commitments under noncancelable lease agreements are as follows:

Years ending December 31,	Amount
2017	$	4,904
2018		4,100
2019		2,916
2020		2,188
2021		1,798
Thereafter		2,688
Total	$	18,594

Subsequent Events

12 Months Ended

Dec. 31, 2016

Subsequent Events [Abstract]

Subsequent Events

Note 20. Subsequent Events

Excalibur Acquisition

On February 2, 2017, the Company completed the acquisition of Excalibur Integrated Systems, Inc. (“Excalibur”). The Company acquired 100% of the capital stock of Excalibur, an end-to-end solutions provider of mobile hardware devices, wireless network security, data networking, telephony and mobile application development and software solutions, which was added to the Company’s Group Mobile operating segment.

In consideration for the acquisition, the Company issued to the former stockholders of Excalibur (the “Excalibur Sellers”) an aggregate of 888,573 unregistered shares of the Company’s common stock, par value $0.01 per share. The Excalibur Sellers will, in the three years following the closing of this transaction, also receive $500 for each $2,000 of gross profit generated by a specified list of Excalibur accounts annually, until such cumulative gross profit reaches $6,000, and an additional $500 when such cumulative profit reaches $10,000, such amounts payable in either cash or the Company’s common stock, at the election of the Company.

The Company is in the process of evaluating the accounting treatment for this acquisition.

Accounting and Reporting Policies (Policies)

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

Basis of presentation and principles of consolidation

(a) Basis of presentation and principles of consolidation

Use of estimates

(b) Use of estimates

Translation into United States dollars

(c) Translation into United States dollars

Cash and cash equivalents

(d) Cash and cash equivalents

Derivative instruments

(e) Derivative instruments

Accounts receivable

(f) Accounts receivable

Inventory

(g) Inventory

Intangible assets

(h) Intangible assets

Property, Plant and Equipment, Policy

(i) Property and equipment

Goodwill

(j) Goodwill

Goodwill is an asset representing the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized.

There were no indications of impairment as of December 31, 2016.

Restricted cash and other assets

(k) Restricted cash and other assets

Prior to December 31, 2013, the Company operated a global platform for the distribution of mobile social applications and services. On February 18, 2014, the Company sold its mobile social application business to InfoMedia Services Limited (“InfoMedia”), receiving an 8.25% ownership interest in InfoMedia as consideration and a seat on the board of directors of InfoMedia. The Company’s investment in InfoMedia is included in other assets in the consolidated balance sheets for the years ended December 31, 2016 and December 31, 2015.

Deferred revenue

(l) Deferred revenue

Revenue recognition

(m) Revenue recognition

Freight billed to customers is recognized as net product revenue and the related freight costs as a cost of goods sold.

Gift cards and customer rewards program

(n) Gift cards and customer rewards program

Segment reporting

(o) Segment reporting

Rent expense

(p) Rent expense

Pre-opening costs

(q) Pre-opening costs

Intellectual property costs

(r) Intellectual property costs

Stock-based compensation

(s) Stock-based compensation

Income taxes

(t) Income taxes

Noncontrolling interests

(u) Noncontrolling interests

Net loss per common share

(v) Net loss per common share

Commitments and contingencies

(w) Commitments and contingencies

Fair value measurements

(x) Fair value measurements

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Recently issued accounting pronouncements