Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | Ascent Solar Technologies, Inc. | |
Entity Central Index Key | 0001350102 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity File Number | 001-32919 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 33,930,812 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-3672603 | |
Entity Address, Address Line One | 12300 Grant Street | |
Entity Address, City or Town | Thornton | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80241 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
City Area Code | 720 | |
Local Phone Number | 872-5000 | |
Title of 12(b) Security | Common | |
Trading Symbol | ASTI |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 2,850,271 | $ 5,961,760 |
Trade receivables, net of allowance of $26,000 and $26,000, respectively | 112,000 | 49,250 |
Inventories, net | 684,385 | 592,172 |
Prepaid and other current assets | 875,041 | 247,736 |
Total current assets | 4,521,697 | 6,850,918 |
Property, Plant and Equipment: | 22,558,389 | 22,425,935 |
Accumulated depreciation | (22,022,653) | (22,146,273) |
Property, Plant and Equipment, net | 535,736 | 279,662 |
Other Assets: | ||
Operating lease right-of-use assets, net | 4,489,930 | 4,984,688 |
Patents, net of accumulated amortization of $149,426 and $135,050 respectively | 80,223 | 86,595 |
Equity method investment | 61,254 | 21,205 |
Other non-current assets | 625,000 | 625,000 |
Total Assets | 10,313,840 | 12,848,068 |
Current Liabilities: | ||
Accounts payable | 717,054 | 642,165 |
Related party payables | 42,666 | 45,000 |
Accrued expenses | 2,341,667 | 991,534 |
Accrued interest | 521,496 | 475,671 |
Notes payable | 250,000 | 250,000 |
Current portion of operating lease liability | 708,762 | 646,742 |
Total current liabilities | 4,581,645 | 3,051,112 |
Long-Term Liabilities: | ||
Non-current operating lease liabilities | 4,004,667 | 4,532,490 |
Non-current convertible notes, net | 8,076,847 | |
Accrued warranty liability | 21,225 | 21,225 |
Total liabilities | 8,607,537 | 15,681,674 |
Stockholders’ Equity (Deficit): | ||
Series A preferred stock, $.0001 par value; 750,000 shares authorized; 48,100 and 48,100 shares issued and outstanding, respectively ($838,009 and $801,533 Liquidation Preference, respectively) | 5 | 5 |
Common stock, $0.0001 par value, 500,000,000 authorized; 33,930,812 and 4,786,804 shares issued and outstanding, respectively | 3,393 | 479 |
Additional paid in capital | 444,022,317 | 424,948,698 |
Accumulated deficit | (442,303,388) | (427,782,788) |
Accumulated other comprehensive loss | (16,024) | |
Total stockholders’ equity (deficit) | 1,706,303 | (2,833,606) |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 10,313,840 | $ 12,848,068 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Allowance for doubtful accounts | $ 26,000 | $ 26,000 |
Patents, amortization | $ 149,426 | $ 135,050 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 25,000,000 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 33,930,812 | 4,786,804 |
Common stock, shares outstanding (in shares) | 33,930,812 | 4,786,804 |
Series A Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 750,000 | 750,000 |
Preferred stock, shares issued (in shares) | 48,100 | 48,100 |
Preferred stock, shares outstanding (in shares) | 48,100 | 48,100 |
Preferred stock, liquidation preference | $ 838,009 | $ 801,533 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Total Revenues | $ 6,344 | $ 11,723 | $ 1,210,125 | $ 557,369 |
Costs and Expenses | ||||
Costs of revenue | 409,819 | 687,885 | 1,519,703 | 1,184,528 |
Research, development and manufacturing operations | 1,540,170 | 1,086,513 | 4,399,765 | 2,716,395 |
Selling, general and administrative | 1,890,218 | 882,641 | 3,583,366 | 2,244,771 |
Share-based compensation | 3,796,151 | 3,796,151 | ||
Depreciation and amortization | 20,497 | 15,111 | 54,998 | 40,047 |
Total Costs and Expenses | 7,656,855 | 2,672,150 | 13,353,983 | 6,185,741 |
Loss from Operations | (7,650,511) | (2,660,427) | (12,143,858) | (5,628,372) |
Other Income/(Expense) | ||||
Other income/(expense), net | 20,000 | 67,644 | 22,000 | 68,443 |
Interest expense | (252,571) | (167,983) | (2,371,256) | (899,533) |
Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net | 195,852 | 4,047,993 | ||
Total Other Income/(Expense) | (232,571) | 95,513 | (2,349,256) | 3,216,903 |
Income/(Loss) on Equity Method Investments | (27,484) | (27,486) | ||
Net Income/(Loss) | $ (7,910,566) | $ (2,564,914) | $ (14,520,600) | $ (2,411,469) |
Net Income/(Loss) Per Share (Basic) | $ (0.24) | $ (0.67) | $ (0.51) | $ (0.65) |
Net Income/(Loss) Per Share (Diluted) | $ (0.24) | $ (0.67) | $ (0.49) | $ (0.65) |
Weighted Average Common Shares Outstanding (Basic) | 33,159,093 | 3,814,904 | 28,555,408 | 3,706,361 |
Weighted Average Common Shares Outstanding (Diluted) | 33,159,093 | 3,814,904 | 28,555,408 | 3,706,361 |
Other Comprehensive Income/(Loss) | ||||
Foreign currency translation gain/(loss) | $ (2,671) | $ (16,024) | ||
Net Comprehensive Income/(Loss) | (7,913,237) | $ (2,564,914) | (14,536,624) | $ (2,411,469) |
Products | ||||
Total Revenues | $ 6,344 | $ 11,723 | 688,125 | $ 557,369 |
Milestone and engineering | ||||
Total Revenues | $ 522,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Private Placement | BD 1 Notes (related party) | Nanyang Convertible Notes | Fleur Note | Global Ichiban Convertible Note | Preferred Stock Series A Preferred Stock | Preferred Stock Series 1A Preferred Stock | Preferred Stock Series 1A Preferred Stock TubeSolar | Preferred Stock Crowdex Convertible Notes Series 1A Preferred Stock | Preferred Stock TubeSolar Series 1A Preferred Stock | Common Stock | Common Stock Private Placement | Common Stock TubeSolar | Common Stock BD 1 Notes (related party) | Common Stock Crowdex Convertible Notes | Common Stock Nanyang Convertible Notes | Common Stock Fleur Note | Common Stock Global Ichiban Convertible Note | Common Stock TubeSolar | Additional Paid-In Capital | Additional Paid-In Capital Private Placement | Additional Paid-In Capital TubeSolar | Additional Paid-In Capital BD 1 Notes (related party) | Additional Paid-In Capital Crowdex Convertible Notes | Additional Paid-In Capital Nanyang Convertible Notes | Additional Paid-In Capital Fleur Note | Additional Paid-In Capital Global Ichiban Convertible Note | Additional Paid-In Capital TubeSolar | Accumulated Deficit | Other Comprehensive Loss |
Beginning balance at Dec. 31, 2020 | $ (20,192,203) | $ 5 | $ 366 | $ 401,590,211 | $ (421,782,785) | ||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 48,100 | 1,300 | 3,660,439 | ||||||||||||||||||||||||||||
Proceeds from issuance of Series 1A Preferred Stock | 2,500,000 | 2,500,000 | |||||||||||||||||||||||||||||
Proceeds from issuance of Series 1A Preferred Stock (in shares) | 2,500 | ||||||||||||||||||||||||||||||
Proceeds from issuance of Common Stock | 3,000,000 | $ 2 | 2,999,998 | ||||||||||||||||||||||||||||
Proceeds from issuance of common stock (in shares) | 1,500 | ||||||||||||||||||||||||||||||
Conversion of shares | $ 5,800,000 | $ 3 | $ 5,799,997 | ||||||||||||||||||||||||||||
Conversion of shares (in shares) | 33,600 | ||||||||||||||||||||||||||||||
Relieved on Conversion of Derivative Liability | 1,686,079 | 1,686,079 | |||||||||||||||||||||||||||||
Net Income (Loss) | 153,445 | 153,445 | |||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2021 | (7,052,679) | $ 5 | $ 371 | 414,576,285 | (421,629,340) | ||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 48,100 | 3,800 | 3,695,539 | ||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | (20,192,203) | $ 5 | $ 366 | 401,590,211 | (421,782,785) | ||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 48,100 | 1,300 | 3,660,439 | ||||||||||||||||||||||||||||
Net Income (Loss) | (2,411,469) | ||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | (4,617,593) | $ 5 | $ 638 | 419,576,018 | (424,194,254) | ||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 48,100 | 3,700 | 3,962,206 | ||||||||||||||||||||||||||||
Beginning balance at Jun. 30, 2021 | (7,052,679) | $ 5 | $ 371 | 414,576,285 | (421,629,340) | ||||||||||||||||||||||||||
Beginning balance (in shares) at Jun. 30, 2021 | 48,100 | 3,800 | 3,695,539 | ||||||||||||||||||||||||||||
Proceeds from issuance of Common Stock | 5,000,000 | $ 67 | 4,999,933 | ||||||||||||||||||||||||||||
Proceeds from issuance of common stock (in shares) | 66,667 | ||||||||||||||||||||||||||||||
Conversion of shares | $ 200 | $ (200) | |||||||||||||||||||||||||||||
Conversion of shares (in shares) | (100) | 200,000 | |||||||||||||||||||||||||||||
Net Income (Loss) | (2,564,914) | (2,564,914) | |||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | (4,617,593) | $ 5 | $ 638 | 419,576,018 | (424,194,254) | ||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 48,100 | 3,700 | 3,962,206 | ||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | (2,833,606) | $ 5 | $ 479 | 424,948,698 | (427,782,788) | ||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 48,100 | 3,700 | 4,787,415 | ||||||||||||||||||||||||||||
Conversion of shares | $ 7,900,000 | $ 600,000 | $ 700,000 | $ 480 | $ 1,580 | $ 260 | $ 120 | $ 140 | $ (480) | $ 7,898,420 | $ (260) | $ 599,880 | $ 699,860 | ||||||||||||||||||
Conversion of shares (in shares) | (2,400) | (1,300) | 4,800,000 | 15,800,000 | 2,600,000 | 1,200,000 | 1,400,000 | ||||||||||||||||||||||||
Net Income (Loss) | (6,610,034) | (6,610,034) | |||||||||||||||||||||||||||||
Foreign Currency Translation Loss | (13,353) | $ (13,353) | |||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | (256,993) | $ 5 | $ 3,059 | 434,146,118 | (434,392,822) | (13,353) | |||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 48,100 | 30,587,415 | |||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | (2,833,606) | $ 5 | $ 479 | 424,948,698 | (427,782,788) | ||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 48,100 | 3,700 | 4,787,415 | ||||||||||||||||||||||||||||
Net Income (Loss) | (14,520,600) | ||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | 1,706,303 | $ 5 | $ 3,393 | 444,022,317 | (442,303,388) | (16,024) | |||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 48,100 | 33,930,812 | |||||||||||||||||||||||||||||
Beginning balance at Jun. 30, 2022 | (256,993) | $ 5 | $ 3,059 | 434,146,118 | (434,392,822) | (13,353) | |||||||||||||||||||||||||
Beginning balance (in shares) at Jun. 30, 2022 | 48,100 | 30,587,415 | |||||||||||||||||||||||||||||
Proceeds from issuance of Common Stock | $ 2,551,405 | $ 94 | $ 2,551,311 | ||||||||||||||||||||||||||||
Proceeds from issuance of common stock (in shares) | 943,397 | ||||||||||||||||||||||||||||||
Conversion of shares | $ 900,000 | $ 300,000 | $ 180 | $ 60 | $ 899,820 | $ 299,940 | |||||||||||||||||||||||||
Conversion of shares (in shares) | 1,800,000 | 600,000 | |||||||||||||||||||||||||||||
Warrants | 2,448,595 | 2,448,595 | |||||||||||||||||||||||||||||
Private placement costs | $ (119,617) | $ (119,617) | |||||||||||||||||||||||||||||
Share-based compensation | 3,796,150 | 3,796,150 | |||||||||||||||||||||||||||||
Net Income (Loss) | (7,910,566) | (7,910,566) | |||||||||||||||||||||||||||||
Foreign Currency Translation Loss | (2,671) | (2,671) | |||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 1,706,303 | $ 5 | $ 3,393 | $ 444,022,317 | $ (442,303,388) | $ (16,024) | |||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 48,100 | 33,930,812 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - Private Placement | Sep. 30, 2022 $ / shares |
Common stock price per share | $ 2.70 |
Warrants price per share | $ 1.73 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Activities: | ||
Net income/(loss) | $ (14,520,600) | $ (2,411,469) |
Adjustments to reconcile net income (loss) to cash used in operating activities: | ||
Depreciation and amortization | 54,998 | 40,047 |
Share-based compensation | 3,796,150 | |
Operating lease asset amortization | 515,803 | 482,945 |
Amortization of debt discount | 2,323,153 | 837,767 |
Loss on equity method investment | 27,486 | |
Warranty reserve | 7,082 | |
Change in fair value of derivatives and gain on extinguishment of liabilities, net | (4,047,993) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (62,750) | 1,568 |
Inventories | (92,213) | (81,243) |
Prepaid expenses and other current assets | (746,922) | (243,155) |
Accounts payable | 74,889 | (86,266) |
Related party payable | (2,334) | (90,834) |
Operating lease liabilities | (486,848) | (427,764) |
Accrued interest | 45,825 | 44,461 |
Accrued expenses | 1,147,577 | (252,959) |
Net cash used in operating activities | (7,925,786) | (6,227,813) |
Investing Activities: | ||
Contributions to equity method investment | (83,559) | |
Payments on purchase of assets | (94,140) | (176,466) |
Patent activity costs | (8,004) | 17,648 |
Net cash used in investing activities | (185,703) | (158,818) |
Financing Activities: | ||
Proceeds from issuance of bridge loan | 1,000,000 | |
Proceeds from issuance of stock and warrants | 4,000,000 | 10,500,000 |
Net cash provided by financing activities | 5,000,000 | 10,500,000 |
Net change in cash and cash equivalents | (3,111,489) | 4,113,369 |
Cash and cash equivalents at beginning of period | 5,961,760 | 167,725 |
Cash and cash equivalents at end of period | 2,850,271 | 4,281,094 |
Non-Cash Transactions: | ||
Conversion of bridge loan into common stock and warrants | 1,000,000 | |
Right-of-use assets acquired through operating lease liabilities | 21,045 | |
Purchases of equipment not yet paid at end of period | 202,556 | |
Non-cash conversions of preferred stock and convertible notes to equity | 10,400,000 | 5,800,000 |
Non-cash forgiveness of PPP loan | 0 | $ 193,200 |
Series 1A preferred stock conversion | $ 740 |
ORGANIZATION
ORGANIZATION | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
ORGANIZATION | NOTE 1. ORGANIZATION Ascent Solar Technologies, Inc. (the “Company") is currently focusing on integrating its PV products into scalable and high value markets such as agrivoltaics, aerospace, satellites, near earth orbiting vehicles, and fixed wing unmanned aerial vehicles (“UAV”). The value proposition of Ascent’s proprietary solar technology not only aligns with the needs of customers in these industries, but also overcomes many of the obstacles other solar technologies face in these unique markets. Ascent has the capability to produce high quality bare modules, and design and develop finished products for end users in these areas as well as collaborate with strategic partners to design and develop custom solutions for integrators and end-product manufacturers across our designated target industries. Ascent sees significant overlap of the needs of end users across these industries and can achieve economies of scale in sourcing, development, and production of products for these customers. On January 28, 2022 as of 5:00 pm Eastern Time, the Company effected a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a ratio of one-for-five thousand Following the Reverse Stock Split, the Company’s issued and outstanding shares of Common Stock were decreased from approximately 23.7 billion pre-split shares to 4.8 million post-split shares. In connection with the Reverse Stock Split effectiveness, the number of authorized shares of the Company's Common Stock were decreased from 30 billion to 500 million shares. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 2. BASIS OF PRESENTATION The accompanying, unaudited, condensed consolidated financial statements have been derived from the accounting records of the Company as of September 30, 2022 and December 31, 2021, and the results of operations for the three and nine months ended September 30, 2022 and 2021. All significant inter-company balances and transactions have been eliminated in the accompanying condensed consolidated financial statements. The accompanying, unaudited, condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these interim financial statements do not include all of the information and footnotes typically found in U.S. GAAP audited annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. The Condensed Consolidated Balance Sheet at December 31, 2021 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. These condensed consolidated financial statements and notes should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies were described in Note 3 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. There have been no significant changes to our accounting policies as of September 30, 2022. Revenue Recognition: Product revenue. The Company recognizes revenue for the sale of PV modules and other equipment sales at a point in time following the transfer of control of such products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For module and other equipment sales contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognizes the related revenue as control of each individual product is transferred to the customer. During the three months ended September 30, 2022 and 2021, the Company recognized product revenue of $6,344 and $11,723, respectively. During the nine months ended September 30, 2022 and 2021, the Company recognized product revenue of $688,125 and $557,369, respectively. During the nine months ended September 30, 2022 and 2021, one customer comprised 84% and 92%, respectively of the total product revenue. Milestone and engineering revenue. Each milestone and engineering arrangement is a separate performance obligation. The transaction price is estimated using the most likely amount method and revenue is recognized as the performance obligation is satisfied through achieving manufacturing, cost, or engineering targets. During the three and nine months ended September 30, 2022, the Company recognized total milestone and engineering revenue of $0 and $522,000, respectively. Of the $522,000, $512,000 was earned from TubeSolar AG (“TubeSolar”), a related party. The Company did not have Milestone and engineering revenue during the three and nine months ended September 30, 2021. Government contracts revenue. Revenue from government research and development contracts is generated under terms that are cost plus fee or firm fixed price. The Company generally recognizes this revenue over time using cost-based input methods, which recognizes revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract. In applying cost-based input methods of revenue recognition, the Company uses the actual costs incurred relative to the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize. Cost based input methods of revenue recognition are considered a faithful depiction of the Company’s efforts to satisfy long-term government research and development contracts and therefore reflect the performance obligations under such contracts. Costs incurred that do not contribute to satisfying the Company’s performance obligations are excluded from the input methods of revenue recognition as the amounts are not reflective of transferring control under the contract. Costs incurred towards contract completion may include direct costs plus allowable indirect costs and an allocable portion of the fixed fee. If actual and estimated costs to complete a contract indicate a loss, provision is made currently for the loss anticipated on the contract. No government contract revenue was recognized during the three and nine months ended September 30, 2022 and 2021. Accounts Receivable. As of September 30, 2022 and December 31, 2021, the Company had an accounts receivable, net balance of $112,000 and $49,250, respectively. As of September 30, 2022, one customer comprised 100% of the total net accounts receivable balance. As of September 30, 2022 and December 31, 2021, the Company had an allowance for doubtful accounts of $26,000 and $26,000, respectively. Deferred revenue for the nine months ended September 30, 2022 was as follows: Balance as of January 1, 2022 $ 22,500 Additions 206,279 Recognized as revenue (228,779 ) Balance as of September 30, 2022 $ - Share-Based Compensation: The Company measures and recognizes compensation expense for all share-based payment awards made to employees, officers, directors, and consultants based on estimated fair values. The value of the portion of the award that is ultimately expected to vest, net of estimated forfeitures, is recognized as expense on a straight-line basis, over the requisite service period in the Company’s Statements of Operations. Share-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the fair value of its restricted stock awards as its stock price on the grant date. Earnings per Share: Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock. Basic EPS has been computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Income available to common stockholders has been computed by deducting dividends accumulated for the period on cumulative preferred stock (whether or not earned) from net income. Diluted earnings per share has been computed by dividing net income adjusted on an if-converted basis for the period by the weighted average number of common shares and potentially dilutive common share outstanding (which consist of warrants, options and convertible securities using the treasury stock method or the if-converted method, as applicable, to the extent they are dilutive). Approximately 76 thousand and 12 thousand shares of dilutive shares were excluded from the three and nine months period ended September 30, 2022, respectively, EPS calculation as their impact is antidilutive. Approximately 29 million and 188 million shares were excluded from the three and nine months period ended September 30, 2021, respectively, EPS calculation as their impact is antidilutive. Recently Adopted or to be Adopted Accounting Policies In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Other new pronouncements issued but not effective as of September 30, 2022 are not expected to have a material impact on the Company’s condensed consolidated financial statements. |
LIQUIDITY, CONTINUED OPERATIONS
LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2022 | |
Liquidity And Continued Operations [Abstract] | |
LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN | NOTE 4. LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN During the year ended December 31, 2021, the Company entered into multiple financing agreements to fund operations. Further discussion of these transactions can be found in Notes 8, 9, 10, and 11 in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. The Company has continued limited PV production at its manufacturing facility. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented its product strategy. During the nine months ended September 30, 2022 the Company used $7,925,786 in cash for operations. Additional projected product revenues are not anticipated to result in a positive cash flow position for the next twelve months overall and, as of September 30, 2022, the Company has a working capital deficit of $59,948. As such, cash liquidity is not sufficient for the next twelve months and will require additional financing. The Company has launched an initiative to expand its production of PV films at industrial scale, and to secure long-term contracts for the sale of such output. The Company continues activities related to securing additional financing through strategic or financial investors, but there is no assurance the Company will be able to raise additional capital on acceptable terms or at all. If the Company's revenues do not increase rapidly, and/or additional financing is not obtained, the Company will be required to significantly curtail operations to reduce costs and/or sell assets. Such actions would likely have an adverse impact on the Company's future operations. As a result of the Company’s recurring losses from operations and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises doubt as to the Company’s ability to continue as a going concern. Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS On September 15, 2021, the Company entered into a Long-Term Supply and Joint Development Agreement (“JDA”) with TubeSolar. Under the terms of the JDA, the Company will produce, and TubeSolar will purchase, thin-film photovoltaic (“PV”) foils (“PV Foils”) for use in TubeSolar’s solar modules for agricultural photovoltaic (“APV”) applications that require solar foils for its production. Additionally, the Company will receive (i) up to $4 million of non-recurring engineering (“NRE”) fees, (ii) up to $13.5 million of payments upon achievement of certain agreed upon production and cost structure milestones and (iii) product revenues from sales of PV Foils to TubeSolar. The JDA has no fixed term, and may only be terminated by either party for breach. $500,000 of NRE revenue and $3,000 PV Foil revenue were recognized under the JDA during the nine months ended September 30, 2022. The Company and TubeSolar have also jointly established Ascent Solar Technologies Germany GmbH (“Ascent Germany”), in which TubeSolar holds of 30% of the entity. Ascent Germany was established to operate a PV manufacturing facility in Germany that will produce and deliver PV Foils exclusively to TubeSolar. Until Ascent Germany’s facility is fully operational, PV Foils will be manufactured in the Company’s existing facility in Thornton, Colorado. The parties expect to jointly develop next generation tooling for use in manufacturing PV Foils at the JV facility. The Company accounts for this investment as an equity method investment as it does not have control of this entity, but does have significant influence over the activities that most significantly impact the entity’s operations and financial performance. The Company contributed $83,559 to Ascent Germany during the nine months ended September 30, 2022. The Company currently cannot quantify its maximum exposure in this entity. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 6. PROPERTY, PLANT AND EQUIPMENT The following table summarizes property, plant and equipment as of September 30, 2022 and December 31, 2021: As of September 30, As of December 31, 2022 2021 Furniture, fixtures, computer hardware and computer software $ 472,004 $ 473,448 Manufacturing machinery and equipment 21,729,155 21,863,624 Leasehold improvements 81,001 - Manufacturing machinery and equipment, in progress 276,229 88,863 Depreciable property, plant and equipment 22,558,389 22,425,935 Less: Accumulated depreciation and amortization (22,022,653 ) (22,146,273 ) Net property, plant and equipment $ 535,736 $ 279,662 Depreciation expense for the three months ended September 30, 2022 and 2021 was $15,705 and $5,956, respectively. Depreciation expense for the nine months ended September 30, 2022 and 2021 was $40,622 and $11,404, respectively. Depreciation expense is recorded under “Depreciation and amortization expense” in the unaudited Condensed Consolidated Statements of Operations. |
OPERATING LEASE
OPERATING LEASE | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
OPERATING LEASE | NOTE 7. OPERATING LEASE The Company’s operating leases are comprised of approximately 100,000 rentable square feet for its manufacturing and operations and a Company car. These leases are classified and accounted for as operating leases. The building lease term is for 88 months commencing on September 21, 2020 at a rent of $50,000 per month including taxes, insurance and common area maintenance until December 31, 2020. Beginning January 1, 2021, the rent adjusted to $80,000 per month on a triple net basis and shall increase at an annual rate of 3% per annum until December 31, 2027. The Company car lease term is for 39 months commencing on June 30, 2022. The Company made a $5,000 initial payment and pays $493 per month. As of September 30, 2022 and December 31, 2021, assets and liabilities related to the Company’s leases were as follows: As of September 30, As of December 31, 2022 2021 Operating lease right-of-use assets, net $ 4,489,930 $ 4,984,688 Current portion of operating lease liability 708,762 646,742 Non-current portion of operating lease liability 4,004,667 4,532,490 During the three and nine months ended September 30, 2022, the Company recorded operating lease expense included in selling, general and administrative expenses of $261,069 and $777,854, respectively. During the three and nine months ended September 30, 2021, the Company recorded operating lease expense of $258,392 and $775,177, respectively. Future maturities of the operating lease liability are as follows: Remainder of 2022 $ 248,680 2023 1,024,381 2024 1,054,935 2025 1,084,833 2026 1,112,903 Thereafter 1,146,290 Total lease payments 5,672,022 Less amounts representing interest (958,593 ) Present value of lease liability $ 4,713,429 The remaining weighted average lease term and discount rate of the operating leases is 63.4 months and 7.0%, respectively. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 8. INVENTORIES Inventories, net of reserves, consisted of the following at September 30, 2022 and December 31, 2021: As of September 30, As of December 31, 2022 2021 Raw materials $ 649,421 $ 575,154 Work in process 34,964 15,803 Finished goods - 1,215 Total $ 684,385 $ 592,172 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 9. NOTES PAYABLE On June 30, 2017, the Company entered into an agreement with a vendor (“Vendor”) to convert the balance of their account into a note payable in the amount of $250,000. The note bears interest of 5% per annum and matured on February 28, 2018. As of September 30, 2022, the Company had not made any payments on this note, the accrued interest was $65,685, and the note is due upon demand. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 10. CONVERTIBLE NOTES The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes: Principal Balance 1/1/2022 New Notes Notes assigned or exchanged Notes converted Principal Balance 9/30/2022 BD1 Notes (related party) $ 9,900,000 $ — $ (2,000,000 ) $ (7,900,000 ) $ — Nanyang Note 500,000 — 1,000,000 (1,500,000 ) — Fleur Note — — 1,000,000 (1,000,000 ) — $ 10,400,000 $ — $ — $ (10,400,000 ) $ — BD1 Convertible Note On January 3, 2022, BD 1 Investment Holding, LLC (“BD1”) sold and assigned $1,000,000 of its convertible notes (“BD1 Convertible Notes”) to Fleur Capital Pte Ltd (“Fleur”). On January 21, 2022, BD1 sold and assigned $1,000,000 of its convertible notes to Nanyang Investment Management Pte Ltd (“Nanyang”). The aggregate remaining principal balance held by BD1 after these assignments was $7,900,000. On February 1, 2022, BD1 converted all of their remaining $7,900,000 aggregate outstanding principal amount into 15,800,000 shares of common stock. The remaining discount of approximately $1,721,000 was charged to interest expense upon conversion. Nanyang Convertible Note On January 21, 2022, as discussed above, BD1 assigned $1,000,000 of the BD1 Convertible Notes to Nanyang. This note does not bear any interest and will mature on December 18, 2025. Nanyang has the right, at any time until the note is fully paid, to convert any outstanding and unpaid principal into shares of common stock at a fixed conversion price equal to $0.50 per share. Shares of common stock may not be issued pursuant to this note if, after giving effect to the conversion or issuance, Nanyang, together with its affiliates, would beneficially own in excess of 4.99% of the outstanding shares of the Company’s common stock. The discount on the principal is charged to interest expense, ratably, over the life of the note. On February 2, 2022, Nanyang converted $600,000 of their convertible notes into 1,200,000 shares of common stock. The associated discount on the converted portion of the notes of approximately $133,000 was charged to interest expense. In July 2022, the Company and Nanyang agreed to waive the 4.99% cap on securities beneficially owned by Nanyang and its affiliates. Fleur Convertible Note On January 21, 2022, as discussed above, BD1 assigned $1,000,000 of the BD1 Convertible Notes to Fleur. This note does not bear any interest and will mature on December 18, 2025. Fleur has the right, at any time until the note is fully paid, to convert any outstanding and unpaid principal into shares of common stock at a fixed conversion price equal to $0.50 per share. Shares of common stock may not be issued pursuant to this note if, after giving effect to the conversion or issuance, Fleur, together with its affiliates, would beneficially own in excess of 4.99% of the outstanding shares of the Company’s common stock. The discount on the principal is charged to interest expense, ratably, over the life of the note. On February 2, 2022, Fleur converted $700,000 of their convertible notes into 1,400,000 shares of common stock. The associated discount on the converted portion of the notes of approximately $155,000 was charged to interest expense. The discount on the remaining principal will be charged to interest expense, ratably, over the life of the note. In July 2022, the Company and Fleur agreed to waive the 4.99% cap on securities beneficially owned by Fleur. |
SERIES A PREFERRED STOCK
SERIES A PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Series A Preferred Stock | NOTE 11. SERIES A PREFERRED STOCK As of January 1, 2022, there were 48,100 shares of Series A Preferred Stock outstanding. Holders of Series A Preferred Stock are entitled to cumulative dividends at a rate of 8% per annum when and if declared by the Board of Directors at its sole discretion. The dividends may be paid in cash or in the form of common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period), at the discretion of the Board of Directors. The dividend rate on the Series A Preferred Stock is indexed to the Company's stock price and subject to adjustment. In addition, the Series A Preferred Stock contains a make-whole provision whereby, conversion or redemption of the preferred stock within 4 years of issuance will require dividends for the full four year period to be paid by the Company in cash or common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period). This make-whole provision expired in June 2017. The Series A Preferred Stock may be converted into shares of common stock at the option of the Company if the closing price of the common stock exceeds $1,160,000, as adjusted, for twenty consecutive trading days, or by the holder at any time. The Company has the right to redeem the Series A Preferred Stock at a price of $8.00 per share, plus any accrued and unpaid dividends, plus the make-whole amount (if applicable). At September 30, 2022, the preferred shares were not eligible for conversion to common shares at the option of the Company. The holder of the preferred shares may convert to common shares at any time. After making adjustment for the Company’s prior reverse stock splits, all 48,100 outstanding Series A preferred shares are convertible into less than one common share. Upon any conversion (whether at the option of the Company or the holder), the holder is entitled to receive any accrued but unpaid dividends. Except as otherwise required by law (or with respect to approval of certain actions), the Series A Preferred Stock shall have no voting rights. Upon any liquidation, dissolution or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, the holders of Series A Preferred Stock shall be entitled to receive, pari passu with any distribution to the holders of common stock of the Company, an amount equal to $8.00 per share of Series A Preferred Stock plus any accrued and unpaid dividends. As of September 30, 2022, there were 48,100 shares of Series A Preferred Stock outstanding and accrued and unpaid dividends of $453,209. |
SERIES 1A PREFERRED STOCK
SERIES 1A PREFERRED STOCK | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
SERIES 1A PREFERRED STOCK | NOTE 12. SERIES 1A PREFERRED STOCK Series 1A Preferred Stock – Tranche 1 Closing As of January 1, 2022, there were 3,700 shares of Series 1A Preferred Stock outstanding; 1,300 shares owned by Crowdex Investment, LLC (“Crowdex”) and 2,400 shares owned by TubeSolar. Each share of Series 1A Preferred Stock has a stated value of $1,000 per share. Shares of the Series 1A Preferred Stock are convertible into common stock by dividing the stated value by the fixed conversion price equal to $0.50 per common share, subject to standard ratable anti-dilution adjustments. Outstanding shares of Series 1A Preferred Stock are entitled to vote together with the holders of common stock as a single class (on an as-converted to common stock basis) on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stock holders (or written consent of stockholders in lieu of meeting). Holders of the Series 1A Preferred Stock are not entitled to any fixed rate of dividends. If the Company pays a dividend or otherwise makes a distribution payable on shares of common stock, holders of the Series 1A Preferred Stock will receive such dividend or distribution on an as-converted to common stock basis. There are no specified redemption rights for the Series 1A Preferred Stock. Upon liquidation, dissolution or winding up, holders of Series 1A Preferred Stock will be entitled to be paid out of our assets, prior to the holders of our common stock, an amount equal to $1,000 per share plus any accrued but unpaid dividends (if any) thereon. On February 1, 2022 Crowdex and TubesSolar converted all of their remaining shares 1,300 and 2,400, respectively, of Series 1A Preferred Stock into 2,600,000 and 4,800,000, respectively shares of common stock. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 13. STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock At September 30, 2022, the Company had 500 million shares of common stock, $0.0001 par value, authorized for issuance. Each share of common stock has the right to one vote. As of September 30, 2022, the Company had 33,930,812 shares of common stock outstanding. The Company has not declared or paid any dividends related to the common stock during the nine month ended September 30, 2022 and 2021. Private Placement Offering On August 4, 2022, the Company received $1,000,000 of gross proceeds pursuant to an unsecured convertible promissory note (the “Bridge Note”) sold and issued to Lucro Investments VCC – ESG Opportunities Fund (“Lucro”), an affiliate of Fleur. The Bridge Note matures on February 3, 2023 (the “Maturity Date”) and does not bear interest (except in the event of a default). If the Company completes a “Qualified Financing”, the $1 million outstanding principal amount of the Bridge Note will automatically convert into the type of securities offered by the Company in the Qualified Financing on the same pricing, terms and conditions as specified in the Qualified Financing. A Qualified Financing is defined as (i) the Company’s issuance and sale of shares of its equity or equity-linked securities to investors, (ii) on or before the Maturity Date, (iii) in a financing with total proceeds to the Company of at least $5,000,000 (inclusive of the conversion of the $1,000,000 Bridge Note), and (iv) which financing would result in the listing of the Company’s common stock on the Nasdaq Capital Market (“Nasdaq”). On August 8, 2022, the Company entered into a securities purchase agreement (“SPA”) with Lucro for the private placement (the “Private Placement”) of an aggregate of 943,397 shares (the “Shares”) of the Company’s common stock and warrants exercisable for up to an additional 1,415,095 shares of Common Stock (the “Warrants”). The Shares and Warrants were sold in units (the “Units”) at a fixed price of $5.30 per Unit. Each Unit consists of (i) one Share and (ii) Warrants exercisable for 1.5 shares of Common Stock. Each Warrant is exercisable for five years at an exercise price of $5.30 per one share of Common Stock. The holder may not exercise the Warrants to the extent that, after giving effect to such exercise, the holder would beneficially own in excess of 9.99% of the shares of Common Stock outstanding, or, at the holder’s election on not less than 61 days’ notice, 19.99%. The Warrants are exercisable for cash. If, at the time the holder exercises any Warrants, a registration statement registering the issuance of the shares of Common Stock underlying the Warrants is not then effective or available for the issuance of such shares, then the Warrants may be net exercised on a cashless basis according to a formula set forth in the Warrants. There were 1,415,905 warrants outstanding at December 31, 2022. On August 19, 2022, the Company received $4,000,000 of gross proceeds from the Private Placement and the $1,000,000 Bridge Note was cancelled and converted into Common Stock and Warrants. The $5,000,000 was allocated between the Common Stock and Warrants purchased based on the relative fair value of these instruments. The fair value of the Common Stocks was determined using the closing price of the stock at close if the SPA and the fair value of the Warrants was determined using the Black Scholes model using the following inputs: Warrants Expected stock price volatility 82 % Dividend yield 0 % Risk-free interest rate 3 % Expected life of the warrants (in years) 5 Preferred Stock At September 30, 2022, the Company had 25 million shares of preferred stock, $0.0001 par value, authorized for issuance. Preferred stock may be issued in classes or series. Designations, powers, preferences, rights, qualifications, limitations and restrictions are determined by the Company’s Board of Directors. The following table summarizes the designations, shares authorized, and shares outstanding for the Company’s Preferred Stock: Preferred Stock Series Designation Shares Authorized Shares Outstanding Series A 750,000 48,100 Series 1A 5,000 — Series B-1 2,000 — Series B-2 1,000 — Series C 1,000 — Series D 3,000 — Series D-1 2,500 — Series E 2,800 — Series F 7,000 — Series G 2,000 — Series H 2,500 — Series I 1,000 — Series J 1,350 — Series J-1 1,000 — Series K 20,000 — Series A Preferred Stock Refer to Note 11 for Series A Preferred Stock activity. Series 1A Preferred Stock Refer to Note 12 for Series 1A Preferred Stock activity. Series B-1, B-2, C, D, D-1, E, F, G, H, I, J, J-1, and K Preferred Stock There were no transactions involving the Series B-1, B-2, C, D, D-1, E, F, G, H, I, J, J-1, or K during the three and nine months ended September 30, 2022 and 2021. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
SHARE-BASED COMPENSATION | NOTE 14. SHARE-BASED COMPENSATION On September 21, 2022, the Company’s board of directors appointed Jeffrey Max as the Company’s new Chief Executive Officer. The estimated fair value of the restricted stock unit is $5.37, the closing price at grant date. As of September 30, 2022, approximately 707,000 shares vested under this agreement and the Company recognized approximately $3,796,000 in share-based compensation expense during the three months ended September 30, 2022. The RSUs will settle in eight equal increments on the last business day of each calendar quarter beginning with the initial settlement date of September 30, 2024. As of September 30, 2022, total unrecognized share-based compensation expense from unvested restricted stock was approximately $15,185,000 (or approximately 2,828,000 shares) and will be |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15. COMMITMENTS AND CONTINGENCIES On September 21, 2022, the Company and Mr. Lee entered into a Separation Agreement and Release of Claims September 21, 2022 (the “Separation Agreement”). Under the Separation Agreement Mr. Lee is entitled, subject to his non-revocation of a general release of claims in favor of the Company, to the following separation benefits: (i) payment of twelve (12) months’ salary equal to $360,000 , which amount shall be payable in accordance with the Company’s customary payroll practices and regular payroll time periods as in effect from time to time ; (ii) the Company will pay Mr. Lee’s $ 200,000 declared but unpaid cash bonus in two installments; and (iii) the Company shall pay COBRA premiums at the Company’s current contribution level for the next 12 months. The Company accrued liabilities of approximately $ 590,000 included in Accrued Expenses on the Condense Consolidated Balance Sheet as of September 30, 2022. The Company is subject to various legal proceedings, both asserted and unasserted, that arise in the ordinary course of business. The Company cannot predict the ultimate outcome of such legal proceedings or in certain instances provide reasonable ranges of potential losses. However, as of the date of this report, the Company believes that none of these claims will have a material adverse effect on its consolidated financial position or results of operations. In the event of unexpected subsequent developments and given the inherent unpredictability of these legal proceedings, there can be no assurance that the Company’s assessment of any claim will reflect the ultimate outcome, and an adverse outcome in certain matters could, from time to time, have a material adverse effect on the Company’s consolidated financial position or results of operations in particular quarterly or annual periods. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16. SUBSEQUENT EVENTS There were no events subsequent to September 30, 2022 to report as of this filing on November 10, 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition: Product revenue. The Company recognizes revenue for the sale of PV modules and other equipment sales at a point in time following the transfer of control of such products to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For module and other equipment sales contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognizes the related revenue as control of each individual product is transferred to the customer. During the three months ended September 30, 2022 and 2021, the Company recognized product revenue of $6,344 and $11,723, respectively. During the nine months ended September 30, 2022 and 2021, the Company recognized product revenue of $688,125 and $557,369, respectively. During the nine months ended September 30, 2022 and 2021, one customer comprised 84% and 92%, respectively of the total product revenue. Milestone and engineering revenue. Each milestone and engineering arrangement is a separate performance obligation. The transaction price is estimated using the most likely amount method and revenue is recognized as the performance obligation is satisfied through achieving manufacturing, cost, or engineering targets. During the three and nine months ended September 30, 2022, the Company recognized total milestone and engineering revenue of $0 and $522,000, respectively. Of the $522,000, $512,000 was earned from TubeSolar AG (“TubeSolar”), a related party. The Company did not have Milestone and engineering revenue during the three and nine months ended September 30, 2021. Government contracts revenue. Revenue from government research and development contracts is generated under terms that are cost plus fee or firm fixed price. The Company generally recognizes this revenue over time using cost-based input methods, which recognizes revenue and gross profit as work is performed based on the relationship between actual costs incurred compared to the total estimated costs of the contract. In applying cost-based input methods of revenue recognition, the Company uses the actual costs incurred relative to the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize. Cost based input methods of revenue recognition are considered a faithful depiction of the Company’s efforts to satisfy long-term government research and development contracts and therefore reflect the performance obligations under such contracts. Costs incurred that do not contribute to satisfying the Company’s performance obligations are excluded from the input methods of revenue recognition as the amounts are not reflective of transferring control under the contract. Costs incurred towards contract completion may include direct costs plus allowable indirect costs and an allocable portion of the fixed fee. If actual and estimated costs to complete a contract indicate a loss, provision is made currently for the loss anticipated on the contract. No government contract revenue was recognized during the three and nine months ended September 30, 2022 and 2021. Accounts Receivable. As of September 30, 2022 and December 31, 2021, the Company had an accounts receivable, net balance of $112,000 and $49,250, respectively. As of September 30, 2022, one customer comprised 100% of the total net accounts receivable balance. As of September 30, 2022 and December 31, 2021, the Company had an allowance for doubtful accounts of $26,000 and $26,000, respectively. Deferred revenue for the nine months ended September 30, 2022 was as follows: Balance as of January 1, 2022 $ 22,500 Additions 206,279 Recognized as revenue (228,779 ) Balance as of September 30, 2022 $ - |
Share-Based Compensation | Share-Based Compensation: The Company measures and recognizes compensation expense for all share-based payment awards made to employees, officers, directors, and consultants based on estimated fair values. The value of the portion of the award that is ultimately expected to vest, net of estimated forfeitures, is recognized as expense on a straight-line basis, over the requisite service period in the Company’s Statements of Operations. Share-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the fair value of its restricted stock awards as its stock price on the grant date. |
Earnings Per Share | Earnings per Share: Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock. Basic EPS has been computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Income available to common stockholders has been computed by deducting dividends accumulated for the period on cumulative preferred stock (whether or not earned) from net income. Diluted earnings per share has been computed by dividing net income adjusted on an if-converted basis for the period by the weighted average number of common shares and potentially dilutive common share outstanding (which consist of warrants, options and convertible securities using the treasury stock method or the if-converted method, as applicable, to the extent they are dilutive). Approximately 76 thousand and 12 thousand shares of dilutive shares were excluded from the three and nine months period ended September 30, 2022, respectively, EPS calculation as their impact is antidilutive. Approximately 29 million and 188 million shares were excluded from the three and nine months period ended September 30, 2021, respectively, EPS calculation as their impact is antidilutive. |
Recently Adopted or to be Adopted Accounting Policies | Recently Adopted or to be Adopted Accounting Policies In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Other new pronouncements issued but not effective as of September 30, 2022 are not expected to have a material impact on the Company’s condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Deferred Revenue | Deferred revenue for the nine months ended September 30, 2022 was as follows: Balance as of January 1, 2022 $ 22,500 Additions 206,279 Recognized as revenue (228,779 ) Balance as of September 30, 2022 $ - |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | The following table summarizes property, plant and equipment as of September 30, 2022 and December 31, 2021: As of September 30, As of December 31, 2022 2021 Furniture, fixtures, computer hardware and computer software $ 472,004 $ 473,448 Manufacturing machinery and equipment 21,729,155 21,863,624 Leasehold improvements 81,001 - Manufacturing machinery and equipment, in progress 276,229 88,863 Depreciable property, plant and equipment 22,558,389 22,425,935 Less: Accumulated depreciation and amortization (22,022,653 ) (22,146,273 ) Net property, plant and equipment $ 535,736 $ 279,662 |
OPERATING LEASE (Tables)
OPERATING LEASE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Assets and Liabilities Related to Company's Leases | As of September 30, 2022 and December 31, 2021, assets and liabilities related to the Company’s leases were as follows: As of September 30, As of December 31, 2022 2021 Operating lease right-of-use assets, net $ 4,489,930 $ 4,984,688 Current portion of operating lease liability 708,762 646,742 Non-current portion of operating lease liability 4,004,667 4,532,490 |
Schedule Future Maturities of Operating Lease Liability | Future maturities of the operating lease liability are as follows: Remainder of 2022 $ 248,680 2023 1,024,381 2024 1,054,935 2025 1,084,833 2026 1,112,903 Thereafter 1,146,290 Total lease payments 5,672,022 Less amounts representing interest (958,593 ) Present value of lease liability $ 4,713,429 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Net of Reserves | Inventories, net of reserves, consisted of the following at September 30, 2022 and December 31, 2021: As of September 30, As of December 31, 2022 2021 Raw materials $ 649,421 $ 575,154 Work in process 34,964 15,803 Finished goods - 1,215 Total $ 684,385 $ 592,172 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes: Principal Balance 1/1/2022 New Notes Notes assigned or exchanged Notes converted Principal Balance 9/30/2022 BD1 Notes (related party) $ 9,900,000 $ — $ (2,000,000 ) $ (7,900,000 ) $ — Nanyang Note 500,000 — 1,000,000 (1,500,000 ) — Fleur Note — — 1,000,000 (1,000,000 ) — $ 10,400,000 $ — $ — $ (10,400,000 ) $ — |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Fair Value of Warrants | The fair value of the Common Stocks was determined using the closing price of the stock at close if the SPA and the fair value of the Warrants was determined using the Black Scholes model using the following inputs: Warrants Expected stock price volatility 82 % Dividend yield 0 % Risk-free interest rate 3 % Expected life of the warrants (in years) 5 |
Schedule of Stock by Class | The following table summarizes the designations, shares authorized, and shares outstanding for the Company’s Preferred Stock: Preferred Stock Series Designation Shares Authorized Shares Outstanding Series A 750,000 48,100 Series 1A 5,000 — Series B-1 2,000 — Series B-2 1,000 — Series C 1,000 — Series D 3,000 — Series D-1 2,500 — Series E 2,800 — Series F 7,000 — Series G 2,000 — Series H 2,500 — Series I 1,000 — Series J 1,350 — Series J-1 1,000 — Series K 20,000 — |
ORGANIZATION - Additional Infor
ORGANIZATION - Additional Information (Details) | 9 Months Ended | ||
Jan. 28, 2022 $ / shares shares | Sep. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Reverse stock split | 0.0002 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Stockholders' Equity, Reverse Stock Split | Following the Reverse Stock Split, the Company’s issued and outstanding shares of Common Stock were decreased from approximately 23.7 billion pre-split shares to 4.8 million post-split shares. In connection with the Reverse Stock Split effectiveness, the number of authorized shares of the Company's Common Stock were decreased from 30 billion to 500 million shares. | ||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | |
Maximum | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Common stock shares issued and outstanding | 23,700,000,000 | ||
Common stock, shares authorized (in shares) | 30,000,000,000 | ||
Minimum | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Common stock shares issued and outstanding | 4,800,000 | ||
Common stock, shares authorized (in shares) | 500,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) shares in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | |||||
Revenues | $ 6,344 | $ 11,723 | $ 1,210,125 | $ 557,369 | |
Revenue recognized | (228,779) | ||||
Accounts receivable, net balance | 112,000 | 112,000 | $ 49,250 | ||
Allowance for doubtful accounts | $ 26,000 | $ 26,000 | 26,000 | ||
Shares omitted from loss per share, anti-dilutive | 76 | 29 | 12 | 188 | |
Previously Reported | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Accounts receivable, net balance | $ 112,000 | $ 112,000 | 49,250 | ||
Allowance for doubtful accounts | 26,000 | $ 26,000 | $ 26,000 | ||
Revenue Benchmark | Customer Concentration Risk | Customer One | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Concentration risk, percentage | 84% | 92% | |||
Accounts Receivable | Customer Concentration Risk | Customer One | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Concentration risk, percentage | 100% | ||||
Products | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Revenues | 6,344 | $ 11,723 | $ 688,125 | $ 557,369 | |
Milestone and Engineering Arrangement | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Revenues | 0 | 512,000 | 0 | ||
Revenue recognized | 0 | 522,000 | |||
Government Research and Development | |||||
Finite Lived Intangible Assets [Line Items] | |||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Deferred Revenue (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Balance | $ 22,500 |
Additions | 206,279 |
Recognized as revenue | $ (228,779) |
LIQUIDITY, CONTINUED OPERATIO_2
LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Liquidity And Continued Operations [Abstract] | ||
Net cash used in operating activities | $ 7,925,786 | $ 6,227,813 |
Working capital deficit | $ 59,948 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 15, 2021 | |
Related Party Transaction [Line Items] | |||
Revenue recognized | $ 22,500 | ||
JV | |||
Related Party Transaction [Line Items] | |||
Contribution to joint venture | $ 83,559 | ||
TubeSolar | Long-Term Supply and Joint Development Agreement | |||
Related Party Transaction [Line Items] | |||
Revenue recognized | 3,000 | ||
TubeSolar | Long-Term Supply and Joint Development Agreement | Products | |||
Related Party Transaction [Line Items] | |||
Revenue recognized | $ 500,000 | ||
TubeSolar | Maximum | Long-Term Supply and Joint Development Agreement | |||
Related Party Transaction [Line Items] | |||
Non-recurring engineering fees receivable | $ 4,000,000 | ||
Milestones receivable | $ 13,500,000 | ||
TubeSolar AG | JV | |||
Related Party Transaction [Line Items] | |||
Minority stake percentage | 30% |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Depreciable property, plant and equipment | $ 22,558,389 | $ 22,425,935 |
Less: Accumulated depreciation and amortization | (22,022,653) | (22,146,273) |
Property, Plant and Equipment, net | 535,736 | 279,662 |
Furniture, fixtures, computer hardware and computer software | ||
Property Plant And Equipment [Line Items] | ||
Depreciable property, plant and equipment | 472,004 | 473,448 |
Manufacturing machinery and equipment | ||
Property Plant And Equipment [Line Items] | ||
Depreciable property, plant and equipment | 21,729,155 | 21,863,624 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Depreciable property, plant and equipment | 81,001 | |
Manufacturing machinery and equipment, in progress | ||
Property Plant And Equipment [Line Items] | ||
Depreciable property, plant and equipment | $ 276,229 | $ 88,863 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 15,705 | $ 5,956 | $ 40,622 | $ 11,404 |
OPERATING LEASE - Additional In
OPERATING LEASE - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Jan. 01, 2021 USD ($) | Sep. 21, 2020 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 ft² | Sep. 30, 2021 USD ($) | |
Leases [Abstract] | |||||||
Number of rentable square feet of building | ft² | 100,000 | ||||||
Lease term | 88 months | 39 months | |||||
Lease commencement date | Sep. 21, 2020 | Jun. 30, 2022 | |||||
Rent per month | $ 80,000 | $ 50,000 | $ 493 | ||||
Percentage of rent increase in annual rate | 3% | ||||||
Lease initial payment | $ 5,000 | ||||||
Lease terms description | These leases are classified and accounted for as operating leases. The building lease term is for 88 months commencing on September 21, 2020 at a rent of $50,000 per month including taxes, insurance and common area maintenance until December 31, 2020. Beginning January 1, 2021, the rent adjusted to $80,000 per month on a triple net basis and shall increase at an annual rate of 3% per annum until December 31, 2027. The Company car lease term is for 39 months commencing on June 30, 2022. The Company made a $5,000 initial payment and pays $493 per month. | ||||||
Operating lease costs | $ 261,069 | $ 258,392 | $ 775,177 | ||||
Remaining lease term | 63 months 12 days | 63 months 12 days | |||||
Lease discount rate | 7% | 7% |
OPERATING LEASE - Schedule of A
OPERATING LEASE - Schedule of Assets and Liabilities Related to Company's Lease (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease right-of-use assets, net | $ 4,489,930 | $ 4,984,688 |
Current portion of operating lease liability | 708,762 | 646,742 |
Non-current operating lease liabilities | $ 4,004,667 | $ 4,532,490 |
OPERATING LEASE - Schedule Futu
OPERATING LEASE - Schedule Future Maturities of Operating Lease Liability (Details) | Sep. 30, 2022 USD ($) |
Operating Lease Liabilities Payments Due [Abstract] | |
Remainder of 2022 | $ 248,680 |
2023 | 1,024,381 |
2024 | 1,054,935 |
2025 | 1,084,833 |
2026 | 1,112,903 |
Thereafter | 1,146,290 |
Total lease payments | 5,672,022 |
Less amounts representing interest | (958,593) |
Present value of lease liability | $ 4,713,429 |
INVENTORIES - Schedule of Inven
INVENTORIES - Schedule of Inventories (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 649,421 | $ 575,154 |
Work in process | 34,964 | 15,803 |
Finished goods | 0 | 1,215 |
Total | $ 684,385 | $ 592,172 |
NOTES PAYABLE - Additional Info
NOTES PAYABLE - Additional Information (Details) - Unsecured Debt - Note Payable Conversion - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2017 | |
Debt Instrument [Line Items] | ||
Notes payable | $ 250,000 | |
Stated interest rate | 5% | |
Interest accrued on convertible debt | $ 65,685 |
CONVERTIBLE NOTES - Schedule of
CONVERTIBLE NOTES - Schedule of Convertible Notes (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument, Principal [Roll Forward] | ||
Principal Balance, beginning | $ 10,400,000 | |
New Notes | 0 | $ 193,200 |
Notes assigned or exchanged | 0 | |
Notes converted | (10,400,000) | |
Principal Balance, ending | 0 | |
Nanyang Convertible Notes | ||
Debt Instrument, Principal [Roll Forward] | ||
Principal Balance, beginning | 500,000 | |
New Notes | 0 | |
Notes assigned or exchanged | 1,000,000 | |
Notes converted | (1,500,000) | |
Principal Balance, ending | 0 | |
Fleur Note | ||
Debt Instrument, Principal [Roll Forward] | ||
Principal Balance, beginning | 0 | |
New Notes | 0 | |
Notes assigned or exchanged | 1,000,000 | |
Notes converted | (1,000,000) | |
Principal Balance, ending | 0 | |
Convertible Debt | BD 1 Notes (related party) | ||
Debt Instrument, Principal [Roll Forward] | ||
Principal Balance, beginning | 9,900,000 | |
New Notes | 0 | |
Notes assigned or exchanged | (2,000,000) | |
Notes converted | (7,900,000) | |
Principal Balance, ending | $ 0 |
CONVERTIBLE NOTES - BD 1 Conver
CONVERTIBLE NOTES - BD 1 Convertible Note - Additional Information (Details) - BD 1 Notes (related party) - USD ($) | Feb. 01, 2022 | Jan. 21, 2022 | Jan. 03, 2022 |
Short Term Debt [Line Items] | |||
Aggregate principal amount of notes outstanding | $ 7,900,000 | $ 7,900,000 | |
Debt conversion, converted instrument, shares issued (in shares) | 15,800,000 | ||
Interest expense upon conversion | $ 1,721,000 | ||
Fleur Capital Pte Ltd | |||
Short Term Debt [Line Items] | |||
Convertible Notes Payable | $ 1,000,000 | ||
Nanyang Investment Management | |||
Short Term Debt [Line Items] | |||
Convertible Notes Payable | $ 1,000,000 |
CONVERTIBLE NOTES - Nanyang Con
CONVERTIBLE NOTES - Nanyang Convertible Note - Additional Information (Details) - Nanyang Investment Management - USD ($) | Jul. 22, 2022 | Feb. 02, 2022 | Jan. 21, 2022 |
Short Term Debt [Line Items] | |||
Ownership of outstanding stock, percentage | 4.99% | ||
Debt conversion, converted instrument, shares issued | 1,800,000 | 1,200,000 | |
Interest expense upon conversion | $ 176,000 | $ 133,000 | |
Unsecured Convertible Notes | |||
Short Term Debt [Line Items] | |||
Aggregate principal amount of notes outstanding | $ 900,000 | $ 600,000 | |
B D One Exchange Agreement | |||
Short Term Debt [Line Items] | |||
Conversion price (in dollars per share) | $ 0.50 | ||
Ownership of outstanding stock, percentage | 4.99% | ||
B D One Exchange Agreement | Unsecured Convertible Notes | |||
Short Term Debt [Line Items] | |||
Aggregate principal amount of notes outstanding | $ 1,000,000 | ||
Debt instrument, maturity date | Dec. 18, 2025 |
CONVERTIBLE NOTES - Fleur Conve
CONVERTIBLE NOTES - Fleur Convertible Note - Additional Information (Details) - Fleur Capital Pte Ltd - USD ($) | Jul. 22, 2022 | Feb. 02, 2022 | Jan. 21, 2022 |
Short Term Debt [Line Items] | |||
Ownership of outstanding stock, percentage | 4.99% | ||
Debt conversion, converted instrument, shares issued | 600,000 | 1,400,000 | |
Interest expense upon conversion | $ 59,000 | $ 155,000 | |
Unsecured Convertible Notes | |||
Short Term Debt [Line Items] | |||
Aggregate principal amount of notes outstanding | $ 300,000 | $ 700,000 | |
B D One Exchange Agreement | |||
Short Term Debt [Line Items] | |||
Conversion price (in dollars per share) | $ 0.50 | ||
Ownership of outstanding stock, percentage | 4.99% | ||
B D One Exchange Agreement | Unsecured Convertible Notes | |||
Short Term Debt [Line Items] | |||
Aggregate principal amount of notes outstanding | $ 1,000,000 | ||
Debt instrument, maturity date | Dec. 18, 2025 |
SERIES A PREFERRED STOCK - Addi
SERIES A PREFERRED STOCK - Additional Information (Details) - USD ($) | 9 Months Ended | ||
Jan. 01, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Series A Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares outstanding (in shares) | 48,100 | 48,100 | 48,100 |
Preferred stock, dividend rate | 8% | ||
Preferred stock, dividend, make-whole dividend rate to market value | 10% | ||
Preferred stock, dividend issuance term | 4 years | ||
Preferred stock, redemption, term, required make-whole dividend | 4 years | ||
Preferred stock, conversion, required common share price (in dollars per share) | $ 1,160,000 | ||
Preferred stock, conversion, required common share price, term | 20 days | ||
Preferred stock redemption price per share | $ 8 | ||
Accrued and unpaid dividends | $ 453,209 | ||
Common Stock | Maximum | |||
Class Of Stock [Line Items] | |||
Convertible preferred stock, shares issued upon conversion (in shares) | 1 |
SERIES 1A PREFERRED STOCK - Add
SERIES 1A PREFERRED STOCK - Additional Information (Details) - $ / shares | Feb. 01, 2022 | Sep. 30, 2022 | Jan. 01, 2022 |
Class Of Stock [Line Items] | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | ||
Initial Closing Under Securities Purchase Agreement | Series One A Convertible Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares outstanding (in shares) | 3,700 | ||
Initial Closing Under Securities Purchase Agreement | Crowdex Investments Limited Liability Company | Series One A Convertible Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares outstanding (in shares) | 1,300 | ||
Preferred stock, par value (in dollars per share) | $ 1,000 | ||
Fixed conversion price per 10,000 common share | 0.50 | ||
Liquidation, dissolution or winding up, holders to be paid out of assets, amount per share | $ 1,000 | ||
Number of preferred stock converted | 1,300 | ||
Debt conversion, converted instrument, shares issued (in shares) | 2,600,000 | ||
Initial Closing Under Securities Purchase Agreement | TubeSolar | Series One A Convertible Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares outstanding (in shares) | 2,400 | ||
Number of preferred stock converted | 2,400 | ||
Debt conversion, converted instrument, shares issued (in shares) | 4,800,000 |
STOCKHOLDERS' EQUITY (DEFICIT_2
STOCKHOLDERS' EQUITY (DEFICIT) - Additional Information (Details) | 9 Months Ended | |||||
Aug. 08, 2022 USD ($) $ / shares shares | Aug. 04, 2022 USD ($) | Sep. 30, 2022 vote $ / shares shares | Dec. 31, 2022 shares | Jan. 28, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class Of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares outstanding (in shares) | 33,930,812 | 4,786,804 | ||||
Common stock, number of votes per share | vote | 1 | |||||
Minimum proceeds required for Qualified Financing | $ | $ 5,000,000 | |||||
Preferred stock, shares authorized (in shares) | 25,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Warrant | ||||||
Class Of Stock [Line Items] | ||||||
Warrants exercisable for shares of common stock | 1 | |||||
Warrant exercisable term | 5 years | |||||
Warrant exercise price per share | $ / shares | $ 5.30 | |||||
Term of beneficially own in excess of common stock outstanding | 61 days | |||||
Purchase common stock and warrants | $ | $ 5,000,000 | |||||
Warrant | Subsequent Event | ||||||
Class Of Stock [Line Items] | ||||||
Warrants outstanding | 1,415,905 | |||||
Minimum | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | 500,000,000 | |||||
Minimum | Warrant | ||||||
Class Of Stock [Line Items] | ||||||
Percentage of beneficially own in excess of common stock outstanding | 9.99% | |||||
Maximum | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | 30,000,000,000 | |||||
Maximum | Warrant | ||||||
Class Of Stock [Line Items] | ||||||
Percentage of beneficially own in excess of common stock outstanding | 19.99% | |||||
Private Placement | ||||||
Class Of Stock [Line Items] | ||||||
Common stock price per share | $ / shares | $ 2.70 | |||||
Private Placement | Warrant | ||||||
Class Of Stock [Line Items] | ||||||
Gross proceeds from private placement | $ | $ 1,000,000 | |||||
Private Placement | Warrant | Bridge Note | ||||||
Class Of Stock [Line Items] | ||||||
Convertible debt | $ | $ 4,000,000 | |||||
Lucro | Securities Purchase Agreement | Private Placement | ||||||
Class Of Stock [Line Items] | ||||||
Aggregate number of common stock shares for private placement | 943,397 | |||||
Warrants exercisable for number shares of common stock | 1,415,095 | |||||
Common stock price per share | $ / shares | $ 5.30 | |||||
Warrants exercisable for shares of common stock | 1.5 | |||||
Bridge Note | ||||||
Class Of Stock [Line Items] | ||||||
Conversion of debt possible under Qualified Financing | $ | 1,000,000 | |||||
Bridge Note | Fleur Capital Pte Ltd | ||||||
Class Of Stock [Line Items] | ||||||
Proceeds from unsecured convertible promissory note | $ | 1,000,000 | |||||
Debt instrument, outstanding amount | $ | $ 1,000,000 |
STOCKHOLDERS' EQUITY (DEFICIT_3
STOCKHOLDERS' EQUITY (DEFICIT) - Schedule of Fair Value of Warrants (Details) | Sep. 30, 2022 yr |
Expected Stock Price Volatility | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Fair value of warrants | 82 |
Dividend Yield | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Fair value of warrants | 0 |
Risk-free Interest Rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Fair value of warrants | 3 |
Expected Life of the Warrants (In Years) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Fair value of warrants | 5 |
STOCKHOLDERS' EQUITY (DEFICIT_4
STOCKHOLDERS' EQUITY (DEFICIT) - Schedule of Stock by Class (Details) - shares | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 25,000,000 | ||
Series A Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 750,000 | 750,000 | |
Preferred stock, shares outstanding (in shares) | 48,100 | 48,100 | 48,100 |
Series 1A Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 5,000 | ||
Preferred stock, shares outstanding (in shares) | 0 | ||
Series B-1 Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 2,000 | ||
Preferred stock, shares outstanding (in shares) | 0 | ||
Series B-2 Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 1,000 | ||
Preferred stock, shares outstanding (in shares) | 0 | ||
Series C Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 1,000 | ||
Preferred stock, shares outstanding (in shares) | 0 | ||
Series D Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 3,000 | ||
Preferred stock, shares outstanding (in shares) | 0 | ||
Series D-1 Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 2,500 | ||
Preferred stock, shares outstanding (in shares) | 0 | ||
Series E Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 2,800 | ||
Preferred stock, shares outstanding (in shares) | 0 | ||
Series F Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 7,000 | ||
Preferred stock, shares outstanding (in shares) | 0 | ||
Series G Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 2,000 | ||
Preferred stock, shares outstanding (in shares) | 0 | ||
Series H Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 2,500 | ||
Preferred stock, shares outstanding (in shares) | 0 | ||
Series I Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 1,000 | ||
Preferred stock, shares outstanding (in shares) | 0 | ||
Series J Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 1,350 | ||
Preferred stock, shares outstanding (in shares) | 0 | ||
Series J-1 Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 1,000 | ||
Preferred stock, shares outstanding (in shares) | 0 | ||
Series K Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 20,000 | ||
Preferred stock, shares outstanding (in shares) | 0 |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 21, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation | $ 3,796,151 | $ 3,796,151 | |
Chief Executive Officer | Restricted Stock Units (RSUs) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares granted | 3,534,591 | ||
Shares granted, vesting period | 36 months | ||
Shares granted, vesting rights description | Any outstanding and unvested RSUs will accelerate and fully vest upon the earlier of (i) a change of control and (ii) the termination of Mr. Max’s employment for any reason other than (x) by the Company for cause or (y) by Mr. Max without good reason. | ||
Estimated fair value of shares granted | $ 5.37 | ||
Shares vested | 707,000 | ||
Share-based compensation | 3,796,000 | ||
Total unrecognized share-based compensation expense | $ 15,185,000 | $ 15,185,000 | |
Number of unvested shares | 2,828,000 | 2,828,000 | |
Unrecognized share-based compensation expense, period for recognition | 36 months | ||
Stock settlement terms | The RSUs will settle in eight equal increments on the last business day of each calendar quarter beginning with the initial settlement date of September 30, 2024. | ||
Chief Executive Officer | Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Tranche One | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares granted, vesting percentage | 20% | ||
Chief Executive Officer | Restricted Stock Units (RSUs) | Share-Based Payment Arrangement, Tranche Two | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares granted, vesting percentage | 80% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - Separation Agreement - Former President and Chief Executive Officer | Sep. 21, 2022 USD ($) |
Commitments And Contingencies [Line Items] | |
Salary payable | $ 360,000 |
Declared but unpaid cash bonus payable | 200,000 |
Accrued liabilities | $ 590,000 |