Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2021 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q3 |
Current Fiscal Year End Date | --12-31 |
Entity Registrant Name | Meta Materials Inc. |
Entity Central Index Key | 0001431959 |
Entity File Number | 001-36247 |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Interactive Data Current | Yes |
Entity Shell Company | false |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Document Quarterly Report | true |
Document Transition Report | false |
Entity Tax Identification Number | 74-3237581 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 1 Research Drive |
Entity Address, City or Town | Dartmouth |
Entity Address, State or Province | NS |
Entity Address, Postal Zip Code | B2Y 4M9 |
City Area Code | 902 |
Local Phone Number | 482-5729 |
Entity Common Stock, Shares Outstanding | 281,200,905 |
Title of 12(b) Security | Common Stock, par value $0.001 per share |
Trading Symbol | MMAT |
Security Exchange Name | NASDAQ |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 140,796,052 | $ 1,395,683 | |
Restricted Cash | 421,817 | ||
Grants receivable | 285,063 | 327,868 | |
Accounts receivable | 96,848 | 22,833 | |
Inventory | 358,964 | 463,382 | |
Prepaid expenses and other current assets | 3,262,595 | 514,204 | |
Assets held for sale | 73,650,140 | ||
Due from related parties | 64,708 | ||
Total current assets | 218,936,187 | 2,723,970 | |
Intangible assets, net | 4,642,904 | 4,476,614 | |
Property, plant and equipment, net | 7,525,989 | 2,761,171 | |
Operating lease right-of-use assets | 4,775,130 | 270,581 | |
Goodwill | 218,828,518 | ||
Total assets | 454,708,728 | 10,232,336 | |
Current liabilities | |||
Trade and other payables | 6,556,665 | 2,940,452 | |
Due to related party | 245,467 | ||
Current portion of long-term debt | 532,346 | 290,544 | |
Current portion of deferred revenues | 1,186,885 | 1,239,927 | |
Current portion of deferred government assistance | 842,425 | 779,578 | |
Preferred stock liability | 77,906,354 | ||
Current portion of operating lease liabilities | 330,867 | 150,802 | |
Asset retirement obligations | 21,937 | ||
Unsecured convertible promissory notes | 1,203,235 | ||
Secured convertible debentures | 5,545,470 | ||
Total current liabilities | 87,377,479 | 12,395,475 | |
Deferred revenues | 637,559 | 804,143 | |
Deferred government assistance | 38,869 | 146,510 | |
Deferred tax liability | 131,907 | 318,054 | |
Unsecured convertible debentures | 1,825,389 | ||
Long-term operating lease liabilities | 2,423,123 | 119,779 | |
Funding obligation | 868,169 | 776,884 | |
Long-term debt | 2,698,515 | 2,743,504 | |
Total liabilities | 94,175,621 | 19,129,738 | |
Stockholders' equity (deficit) | |||
Common stock - $0.001 par value; 1,000,000,000 shares authorized, 281,200,905 shares issued and outstanding at September 30, 2021, and $Nil par value; unlimited shares authorized, 154,163,975 shares issued and outstanding at December 31, 2020 | 259,384 | 132,347 | |
Additional paid-in capital | 459,129,666 | 29,021,974 | |
Accumulated other comprehensive income (loss) | 7,970 | (654,880) | |
Accumulated deficit | (98,863,913) | (37,396,843) | |
Total stockholders' equity (deficit) | [1] | 360,533,107 | (8,897,402) |
Total liabilities and stockholders' equity (deficit) | $ 454,708,728 | $ 10,232,336 | |
[1] | Retroactively restated from the earliest period presented for the Torchlight RTO (“Reverse acquisition”) and CPM RTO (“Reverse Recapitalization”) as described in Note 3 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, Shares, Issued | 281,200,905 | 154,163,975 |
Common stock, shares, outstanding | 281,200,905 | 154,163,975 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Operations And Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Revenue: | |||||
Total Revenue | $ 572,612 | $ 198,175 | $ 1,793,235 | $ 848,858 | |
Cost of goods sold | 145,103 | 935 | 146,209 | 3,095 | |
Gross Profit | 427,509 | 197,240 | 1,647,026 | 845,763 | |
Operating Expenses: | |||||
Selling & Marketing | 427,004 | 196,276 | 1,122,469 | 520,804 | |
General & Administrative | 9,776,850 | 1,463,255 | 16,217,012 | 4,620,907 | |
Research & Development | 1,816,547 | 1,043,915 | 5,229,456 | 2,936,516 | |
Total operating expenses | 12,020,401 | 2,703,446 | 22,568,937 | 8,078,227 | |
Other income (expense): | |||||
Interest expense, net | (215,116) | (376,776) | (1,093,833) | (893,001) | |
(Loss) Gain on foreign exchange, net | (440,157) | (175,514) | (770,542) | 81,159 | |
(Loss) Gain on financial instruments, net | (118,455) | (40,540,091) | 1,167,310 | ||
Other income, net | 739,260 | 562,443 | 1,673,124 | 974,112 | |
Total other income (expense) | 83,987 | (108,302) | (40,731,342) | 1,329,580 | |
Loss before income taxes | (11,508,905) | (2,614,508) | (61,653,253) | (5,902,884) | |
Income tax recovery | 83,657 | 33,304 | 186,183 | 87,651 | |
Net loss | [1] | (11,425,248) | (2,581,204) | (61,467,070) | (5,815,233) |
Other Comprehensive Income (Loss) net of tax | |||||
Foreign currency translation gain (loss) | (125,976) | 167,941 | (17,328) | 8,693 | |
Fair value gain (loss) on changes of own credit risk | (223,221) | 680,178 | (588,429) | ||
Total Other Comprehensive Income (Loss) | [1] | (125,976) | (55,280) | 662,850 | (579,736) |
Comprehensive loss | $ (11,551,224) | $ (2,636,484) | $ (60,804,220) | $ (6,394,969) | |
Basic and diluted loss per share | [2] | $ (0.04) | $ (0.02) | $ (0.28) | $ (0.04) |
Weighted average number of shares outstanding - basic and diluted | [2] | 280,080,786 | 155,913,202 | 216,135,190 | 131,557,607 |
Product sales [Member] | |||||
Revenue: | |||||
Total Revenue | $ 297,431 | $ 982 | $ 321,431 | $ 2,904 | |
Development revenue [Member] | |||||
Revenue: | |||||
Total Revenue | $ 275,181 | $ 197,193 | $ 1,471,804 | $ 845,954 | |
[1] | Retroactively restated from the earliest period presented for the Torchlight RTO (“Reverse acquisition”) and CPM RTO (“Reverse Recapitalization”) as described in Note 3 | ||||
[2] | Retroactively restated for the three and nine months ended September 30, 2021 and 2020 for the Torchlight RTO (“Reverse Acquisition”) and CPM RTO (“Reverse Recapitalization”) as described in Note 3 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Changes in Stockholders' Equity - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (loss) [Member] | Accumulated Deficit [Member] | ||
Beginning balance at Dec. 31, 2019 | [1] | $ (5,863,219) | $ 58,153 | $ 31,480 | $ 19,896,611 | $ (63,879) | $ (25,785,584) | |
Beginning balance, shares at Dec. 31, 2019 | [1] | 58,153,368 | 53,297,568 | |||||
Net loss | [1] | (5,815,233) | (5,815,233) | |||||
Other comprehensive income (loss) | [1] | (579,736) | (579,736) | |||||
Issuance of common shares, net | [1] | 432,408 | $ 2,613 | 429,795 | ||||
Issuance of common shares, net, Shares | [1] | 2,613,321 | ||||||
Issuance of warrants | [1] | 149,994 | 149,994 | |||||
Issuance of broker warrants | [1] | 16,144 | 16,144 | |||||
Conversion of deferred share units | [1] | $ 523 | (523) | |||||
Conversion of deferred share units, Shares | [1] | 522,596 | ||||||
Conversion of promissory notes | [1] | 3,939,447 | $ 17,752 | 3,921,695 | ||||
Conversion of promissory notes, Shares | [1] | 17,752,163 | ||||||
Conversion of preferred shares | [1] | $ (58,153) | $ 58,153 | |||||
Conversion of preferred shares, Shares | [1] | (58,153,368) | 58,153,368 | |||||
Effect of reverse acquisition | [1] | 3,110,834 | $ 21,599 | 3,089,235 | ||||
Effect of reverse acquisition, Shares | [1] | 21,599,223 | ||||||
Stock-based compensation | [1] | 1,165,745 | $ 300 | 1,165,445 | ||||
Stock-based compensation, Shares | [1] | 298,453 | ||||||
Ending balance at Sep. 30, 2020 | [1] | (3,443,616) | $ 132,420 | 28,668,396 | (643,615) | (31,600,817) | ||
Ending balance, shares at Sep. 30, 2020 | [1] | 154,236,692 | ||||||
Beginning balance at Jun. 30, 2020 | [1] | (1,213,477) | $ 132,420 | 28,262,051 | (588,335) | (29,019,613) | ||
Beginning balance, shares at Jun. 30, 2020 | [1] | 154,236,692 | ||||||
Net loss | [1] | (2,581,204) | (2,581,204) | |||||
Other comprehensive income (loss) | [1] | (55,280) | (55,280) | |||||
Stock-based compensation | [1] | 406,345 | 406,345 | |||||
Ending balance at Sep. 30, 2020 | [1] | (3,443,616) | $ 132,420 | 28,668,396 | (643,615) | (31,600,817) | ||
Ending balance, shares at Sep. 30, 2020 | [1] | 154,236,692 | ||||||
Beginning balance at Dec. 31, 2020 | [1] | (8,897,402) | $ 132,347 | 29,021,974 | (654,880) | (37,396,843) | ||
Beginning balance, shares at Dec. 31, 2020 | [1] | 154,163,975 | ||||||
Net loss | (50,041,822) | |||||||
Issuance of warrants | 701,910 | |||||||
Ending balance at Jun. 30, 2021 | [1] | 367,914,349 | $ 257,966 | 454,961,102 | 133,946 | (87,438,665) | ||
Ending balance, shares at Jun. 30, 2021 | [1] | 279,782,854 | ||||||
Beginning balance at Dec. 31, 2020 | [1] | (8,897,402) | $ 132,347 | 29,021,974 | (654,880) | (37,396,843) | ||
Beginning balance, shares at Dec. 31, 2020 | [1] | 154,163,975 | ||||||
Net loss | [1] | (61,467,070) | (61,467,070) | |||||
Other comprehensive income (loss) | [1] | 662,850 | 662,850 | |||||
Conversion of promissory notes | [1] | 23,656,365 | $ 20,391 | 23,635,974 | ||||
Conversion of promissory notes, Shares | [1] | 20,391,239 | ||||||
Conversion of secured debentures | [1] | 22,118,782 | $ 14,156 | 22,104,626 | ||||
Conversion of secured debentures, Shares | [1] | 14,155,831 | ||||||
Conversion of unsecured debentures | [1] | 5,769,475 | $ 5,105 | 5,764,370 | ||||
Conversion of unsecured debentures, Shares | [1] | 5,105,338 | ||||||
Conversion of long-term debt | [1] | 221,843 | $ 125 | 221,718 | ||||
Conversion of long-term debt, Shares | [1] | 124,716 | ||||||
Conversion of payable to related party | [1] | 225,986 | $ 151 | 225,835 | ||||
Conversion of payable to related party, Shares | [1] | 150,522 | ||||||
Exercise of stock options | [1] | $ 449,652 | $ 1,640 | 448,012 | ||||
Exercise of stock options, Shares | 1,340,292 | 1,640,294 | [1] | |||||
Exercise of warrants | [1] | $ 93,994 | $ 282 | 93,712 | ||||
Exercise of warrants, Shares | [1] | 282,114 | ||||||
Exercise of broker warrants | [1] | 16,255 | $ 61 | 16,194 | ||||
Exercise of broker warrants, Shares | [1] | 61,331 | ||||||
Effect of reverse acquisition | [1] | 369,631,002 | $ 82,814 | 369,548,188 | ||||
Effect of reverse acquisition, Shares | [1] | 82,813,994 | ||||||
Shares issued in lieu of operating lease liability | [1] | 2,781,968 | $ 1,833 | 2,780,135 | ||||
Shares issued in lieu of operating lease liability, Shares | [1] | 1,832,989 | ||||||
Stock-based compensation | [1] | 5,269,407 | $ 479 | 5,268,928 | ||||
Stock-based compensation, Shares | [1] | 478,562 | ||||||
Ending balance at Sep. 30, 2021 | [1] | 360,533,107 | $ 259,384 | 459,129,666 | 7,970 | (98,863,913) | ||
Ending balance, shares at Sep. 30, 2021 | [1] | 281,200,905 | ||||||
Beginning balance at Jun. 30, 2021 | [1] | 367,914,349 | $ 257,966 | 454,961,102 | 133,946 | (87,438,665) | ||
Beginning balance, shares at Jun. 30, 2021 | [1] | 279,782,854 | ||||||
Net loss | [1] | (11,425,248) | (11,425,248) | |||||
Other comprehensive income (loss) | [1] | (125,976) | (125,976) | |||||
Exercise of stock options | [1] | 336,497 | $ 1,226 | 335,271 | ||||
Exercise of stock options, Shares | [1] | 1,226,375 | ||||||
Exercise of warrants | [1] | $ 43 | (43) | |||||
Exercise of warrants, Shares | [1] | 43,308 | ||||||
Stock-based compensation | [1] | 3,833,485 | $ 149 | 3,833,336 | ||||
Stock-based compensation, Shares | [1] | 148,368 | ||||||
Ending balance at Sep. 30, 2021 | [1] | $ 360,533,107 | $ 259,384 | $ 459,129,666 | $ 7,970 | $ (98,863,913) | ||
Ending balance, shares at Sep. 30, 2021 | [1] | 281,200,905 | ||||||
[1] | Retroactively restated from the earliest period presented for the Torchlight RTO (“Reverse acquisition”) and CPM RTO (“Reverse Recapitalization”) as described in Note 3 |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |||||
Cash flows from operating activities: | ||||||||||
Net loss | $ (11,425,248) | [1] | $ (2,581,204) | [1] | $ (50,041,822) | $ (61,467,070) | [1] | $ (5,815,233) | [1] | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||
Non-cash finance income | (14,002) | |||||||||
Non-cash interest expense | 904,749 | 611,808 | ||||||||
Non- cash lease expense | 256,785 | |||||||||
Deferred income tax | (186,183) | (87,651) | ||||||||
Depreciation and amortization | 1,798,607 | 1,768,261 | ||||||||
Unrealized foreign currency exchange loss (gain) | 279,805 | (146,433) | ||||||||
Loss (gain) on financial instruments, net | 118,455 | 40,540,091 | (1,167,310) | |||||||
Change in deferred revenue | (239,057) | (380,494) | ||||||||
Non-cash government assistance | (508,730) | (274,632) | ||||||||
Loss on debt settlement | 19,253 | |||||||||
Stock-based compensation | 855,989 | 1,114,814 | ||||||||
Non-cash consulting expense | 3,926,628 | 43,673 | ||||||||
Changes in operating assets and liabilities | (1,764,867) | (1,556,324) | ||||||||
Net cash used in operating activities | (15,584,000) | (5,903,523) | ||||||||
Cash flows from investing activities: | ||||||||||
Purchases of intangible assets | (838,664) | (60,716) | ||||||||
Purchases of property, plant and equipment | (5,552,268) | (651,651) | ||||||||
Proceeds from reverse takeover | 146,954,733 | 3,072,136 | ||||||||
Net cash provided by investing activities | 140,563,801 | 2,359,769 | ||||||||
Cash flows from financing activities | ||||||||||
Proceeds from long-term debt | 1,127,151 | 25,783 | ||||||||
Repayments of long-term debt | (938,496) | (190,633) | ||||||||
Proceeds from government grants | 223,384 | 198,286 | ||||||||
Proceeds from unsecured promissory notes | 13,963,386 | 502,987 | ||||||||
Proceeds from secured convertible debentures | 3,630,019 | |||||||||
Proceeds from unsecured convertible debentures | 693,784 | |||||||||
Proceeds from issuance of common stock and warrants, net | 598,546 | |||||||||
Proceeds from stock option exercises | 374,652 | |||||||||
Proceeds from warrant exercises | 93,993 | |||||||||
Proceeds from broker warrant exercises | 16,255 | |||||||||
Net cash provided by financing activities | 14,860,325 | 5,458,772 | ||||||||
Net increase in cash, cash equivalents and restricted cash | 139,840,126 | 1,915,018 | ||||||||
Cash, cash equivalents and restricted cash at beginning of the period | $ 1,395,683 | 1,395,683 | 407,061 | $ 407,061 | ||||||
Effects of exchange rate changes on cash, cash equivalents and restricted cash | (17,940) | 83,582 | ||||||||
Cash, cash equivalents and restricted cash at end of the period | $ 141,217,869 | $ 2,405,661 | 141,217,869 | 2,405,661 | $ 1,395,683 | |||||
Supplemental cash flow information | ||||||||||
Accrued purchases of property, equipment, and patents | 799,305 | 225,357 | ||||||||
Right-of-use assets obtained in exchange for lease liabilities | 892,003 | |||||||||
Right-of-use assets and prepaid expenses recognized in exchange for common stock | 2,149,381 | |||||||||
Settlement of liabilities in common stock | 52,063,432 | |||||||||
Interest paid on debt | $ 64,528 | $ 114,040 | ||||||||
[1] | Retroactively restated from the earliest period presented for the Torchlight RTO (“Reverse acquisition”) and CPM RTO (“Reverse Recapitalization”) as described in Note 3 |
Corporate Information
Corporate Information | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Corporate Information | 1. Corporate information Meta Materials Inc. (the “Company” or “META” or “Resulting Issuer”) is a smart materials and photonics company specializing in metamaterial research and products, nanofabrication, and computational electromagnetics. The Company’s registered office is located at 85 Swanson Road, Boxborough, Massachusetts 01719 and its principal executive office is located at 1 Research Drive, Halifax, Nova Scotia, Canada. On March 5, 2020, MMI and Metamaterial Technologies Inc. (“MTI”) completed a business combination by way of a three-cornered amalgamation pursuant to which MTI amalgamated with a subsidiary of Continental Precious Minerals Inc. (“CPM”), known as Continental Precious Minerals Subco Inc. (“CPM Subco”), to become “Metacontinental Inc.” (the “CPM RTO”). The CPM RTO was completed pursuant to the terms and conditions of an amalgamation agreement dated August 16, 2019 between CPM, MTI and CPM Subco, as amended March 4, 2020. Following the completion of the RTO, Metacontinental Inc. is carrying on the business of the former MTI, as a wholly-owned subsidiary of CPM. In connection with the RTO, CPM changed its name effective March 2, 2020 from Continental Precious Minerals Inc. to Metamaterial Inc. (“MMI” or “Resulting Issuer”). The common stock of CPM was delisted from the TSX Venture Exchange on March 4, 2020 and was posted for trading on the Canadian Securities Exchange (“CSE”) on March 9, 2020 under the symbol “MMAT”. For accounting purposes, the legal subsidiary, MTI, has been treated as the accounting acquirer and CPM, the legal parent, has been treated as the accounting acquiree. The transaction has been accounted for as a reverse recapitalization. Accordingly, these condensed consolidated interim financial statements are a continuation of MTI consolidated financial statements prior to March 5, 2020 and exclude the balance sheets, statements of operations and comprehensive loss, statement of changes in stockholder’s equity and statements of cash flows of CPM prior to March 5, 2020. See note 3 for additional information. On December 14, 2020 , the Company (formerly known as “Torchlight Energy Resources, Inc.” or “Torchlight”) and its subsidiaries, Metamaterial Exchangeco Inc. (formerly named 2798832 Ontario Inc., “Canco”) and 2798831 Ontario Inc. (“Callco”), entered into an Arrangement Agreement (the “Arrangement Agreement”) with Metamaterial Inc., an Ontario corporation headquartered in Nova Scotia, Canada (“MMI”), to acquire all of the outstanding common stock of MMI by way of a statutory plan of arrangement (the “Arrangement”) under the Business Corporations Act (Ontario), on and subject to the terms and conditions of the Arrangement Agreement (the “Torchlight RTO”). On June 25, 2021, the Company implemented a reverse stock split, changed its name from “Torchlight Energy Resources, Inc.” to “Meta Materials Inc.” and changed its trading symbol from “TRCH” to “MMAT”. On June 28, 2021, following the satisfaction of the closing conditions set forth in the Arrangement Agreement, the Arrangement was completed. On June 28, 2021, and pursuant to the completion of the Arrangement Agreement, the Company began trading on the NASDAQ under the symbol “MMAT” while MMI common stock was delisted from the Canadian Securities Exchange (“CSE”) and at the same time, Metamaterial Exchangeco Inc., a wholly-owned subsidiary of META, started trading under the symbol “MMAX” on the CSE. Certain previous shareholders of MMI elected to convert their common stock of MMI into exchangeable shares in Metamaterial Exchangeco Inc. These exchangeable shares, which can be converted into common stock of META at the option of the holder, are similar in substance to common shares of META and have been included in the determination of outstanding common shares of META. For accounting purposes, the legal subsidiary, MMI, has been treated as the accounting acquirer and the Company, the legal parent, has been treated as the accounting acquiree. The transaction has been accounted for as a reverse acquisition in accordance with ASC 805 Business Combinations . Accordingly, these condensed consolidated interim financial statements are a continuation of MMI consolidated financial statements prior to June 28, 2021 and exclude the balance sheets, statements of operations and comprehensive loss, stockholders’ equity and statements of cash flows of Torchlight prior to June 28, 2021. See note 3 for additional information. Impact of COVID-19 on the Company’s Business During March 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization. This has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. In response, the Company’s management implemented a Work-From-Home policy for management and non-engineering employees in all of the Company’s locations for the remaining period of the year. Engineering staff continued to work on given tasks and follow strict safety guidelines. As of August 2021, the majority of the Company’s employees have returned to the workplace. Although the Company’s supply chain has slowed down, the Company is currently able to maintain inventory of long lead items and is working with its suppliers to optimize future supply orders. COVID-19 has impacted the Company’s 2020 and 2021 sales of its metaAIR ® laser glare protection eyewear product. Worldwide restrictions on travel are significantly impacting the airline industry and purchasing of metaAIR eyewear has not been the primary spending focus of airline companies emerging from the financial impacts of COVID-19, however, the Company is pursuing sales in adjacent markets such as consumer, military and law enforcement. The situation is dynamic and the ultimate duration and magnitude of the impact of COVID-19 on the economy and financial effect specific to the Company cannot be quantified or known at this time. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant accounting policies Basis of presentation —These unaudited condensed consolidated interim financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s fiscal year-end is December 31. These unaudited condensed consolidated interim financial statements do not include all of the information and notes required by US GAAP for annual financial statements. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2020 and 2019, filed with the Securities and Exchange Commission (“SEC”) on Form 8-K/A on August 17, 2021. Functional and reporting currency —Items included in the condensed consolidated interim financial statements of each of the Company and its subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The condensed consolidated interim financial statements are presented in US Dollars, which is the Company’s reporting currency. transactions and balances - Foreign currency transactions are measured into the functional currency using the exchange rates prevailing at the dates of the associated transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the measurement at quarter end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of operations. translation - The results and financial position of all subsidiaries that have a functional currency different from the presentation currency are translated into the presentation currency as follows: Company’s assets and liabilities are translated at the closing rate at the date of the balance sheet; Company’s income and expenses are translated at average exchange rates; Company’s all resulting exchange differences are recognized in other comprehensive income, a separate component of equity. Principles of consolidation - These condensed consolidated interim financial statements include all of the accounts of Torchlight Energy Resources, Inc. and its wholly owned subsidiaries: Torchlight Energy, Inc., Torchlight Energy Operating, LLC, Hudspeth Oil Corporation, and Torchlight Hazel LLC. as well as Metamaterial Exchangeco Inc., 2798831 Ontario Inc. (“Callco”), Metamaterial Inc., Metamaterial Technologies Canada Inc., Metamaterial Technologies USA Inc., Medical Wireless Sensing Limited, Lamda Guard Inc., Lamda Lux Inc., and Lamda Solar Inc. (the “Subsidiaries”). All intercompany balances and transactions have been eliminated upon consolidation. Use of estimates - The preparation of the condensed consolidated interim financial statements in conformity with US GAAP requires management to make estimates and certain assumptions that affect the amounts reported in these condensed consolidated interim financial statements and accompanying notes. Actual results could differ from these estimates. Significant items subject to such estimates and assumptions include the valuation of financial instruments measured at fair value, goodwill impairment, lease liabilities and right-of-use assets, and stock-based compensation. Assets Held for Sale - Assets held for sale are measured at the lower of their carrying amount or fair value less cost to sell. See Note 3 for further discussion of assets held for sale. Goodwill - Goodwill represents the excess of the purchase price of all acquisitions over the estimated fair value of the net assets acquired. The Company evaluates goodwill for impairment at least annually or more frequently whenever events or changes in circumstances indicate that the asset may be impaired, or in the case of goodwill, the fair value of the reporting unit is below its carrying amount. When impairment indicators are identified, the Company compares the reporting unit’s fair value to its carrying amount, including goodwill. An impairment loss is recognized as the difference, if any, between the reporting unit’s carrying amount and its fair value, to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit. Other significant accounting policies - Other than Assets held for sale and goodwill, the Company’s accounting policies have not materially changed during the nine months ended September 30, 2021 from those disclosed in the consolidated financial statements for the year ended December 31, 2020 filed in Form 8-K/A. Recently adopted accounting pronouncements ASU 2019-12 – Income Taxes (ACS 740) Effective January 1, 2021 , the Company adopted ASU 2019-12 on a prospective basis. The new standard was issued in December 2019 with the intent of simplifying the accounting for income taxes. The accounting update removes certain exceptions to the general principles in ASC 740 Income Taxes and provides simplification by clarifying and amending existing guidance. The adoption of this ASU did not have a material impact on the Company's condensed consolidated interim financial statements. ASU 2020-09 – Debt (ACS 470) In October 2020, the FASB issued ASU 2020-09, Debt- Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762 (“ASU 2020-09”). The amendments in ASU 2020-09 amend rules focused on the provision of material, relevant, and decision-useful information regarding guarantees and other credit enhancements and eliminate prescriptive requirements that have imposed unnecessary burdens and incentivized issuers of securities with guarantees and other credit enhancements to offer and sell those securities on an unregistered basis. The adopted amendments relate to the financial disclosure requirements for guarantors and issuers of guaranteed securities registered or being registered in Rule 3-10 of Regulation S-X, and affiliates whose securities collateralize securities registered or being registered in Rule 3-16 of Regulation S-X. The amendments in ASU 2020-09 are effective for public business entities for annual periods beginning after December 15, 2020. The Company has evaluated the provisions of ASU 2020-09 and noted no material impact on the Company's condensed consolidated interim financial statements or disclosures from the adoption of this ASU. ASU 2020-10 – Codification improvements In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which updated various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. The amendments in ASU 2020-10 are effective for annual periods beginning after December 15, 2020, for public business entities. The Company adopted ASU 2020-10 on January 1, 2021 and its adoption did not have a material effect on the Company's condensed consolidated interim financial statements and related disclosures. |
Reverse Take-Over Transaction (
Reverse Take-Over Transaction (Torchlight RTO) | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Take Over Transaction [Abstract] | |
Reverse take-over transaction (Torchlight RTO) | 3. Reverse take-over transaction (Torchlight RTO) Arrangement As discussed in note 1, on December 14, 2020 , Meta Materials Inc. and its subsidiaries, Metamaterial Exchangeco Inc. and 2798831 Ontario Inc. (“Callco”) entered into an Arrangement Agreement with Torchlight Energy Resources, Inc. to acquire all the outstanding common stock of MMI. On March 12, 2021, MMI’s annual general and special meeting was held and MMI’s securityholders approved the Arrangement and on June 11, 2021, approval was obtained from Torchlight shareholders through a special meeting. On June 25, 2021 , Torchlight effected a reverse stock split of its Common Stock, at a ratio of two -to-one, changed its name from “Torchlight Energy Resources, Inc.” to “Meta Materials Inc.” and declared a dividend, on a one-for-one basis, of stock of Series A Non-Voting Preferred Stock to holders of record of Company Common Stock as of June 24, 2021. On June 28, 2021, following the satisfaction of the closing conditions set forth in the Arrangement Agreement, the Arrangement was completed. The stock of Company Common Stock, previously traded on the NASDAQ under the ticker symbol “TRCH,” commenced trading on the NASDAQ under the ticker symbol “MMAT”. Securities conversion Pursuant to the completion of the Arrangement, each common share of MMI that was issued and outstanding immediately prior to June 28, 2021 was converted into the right to receive 1.845 newly issued shares of common stock, par value $ 0.001 per share of the Resulting Issuer or stock of Canco, which are exchangeable for shares of the Resulting Issuer at the election of each former MMI stockholder. In addition, all of MMI’s outstanding options, deferred share units and other securities exercisable or exchangeable for, or convertible into, and any other rights to acquire MMI Common Stock were exchanged for securities exercisable or exchangeable for, or convertible into, or other rights to acquire Resulting Issuer Common Stock. Immediately following the completion of the RTO, the former security holders of MMI owned approximately 70 % of the Resulting Issuer Common Stock, accordingly, the former shareholders of MMI, as a group, retained control of the Resulting Issuer, and while Torchlight was the legal acquirer of MMI, MMI was deemed to be the acquirer for accounting purposes. Reverse acquisition Pursuant to ASC 805 Business combination , the transaction was accounted for as a reverse acquisition since: (i) the shareholders of MMI owned the majority of the outstanding common stock of the Company after the share exchange; (ii) a majority of the directors of the Company are also directors of MMI; and (iii) the previous officers of the Company were replaced with officers designated by MMI. The Company and MMI remain separate legal entities (with the Company as the parent of MMI). These condensed consolidated interim financial statements are those of MMI prior to June 28, 2021 and exclude the balance sheets, results of operations and comprehensive loss, statements of cash flows and stockholders’ equity of Torchlight prior to June 28, 2021. Had the business combination occurred on January 1, 2020, the impact for the nine months ended September 30, 2021 would have been an increase to revenue by $ 5,977 and an increase in loss by $ 6,768,457 (September 30, 2020 – increase to revenue by $ 191,819 and an increase to loss by $ 7,878,064 ). These pro forma amounts exclude the interest and fair value impacts of the pre-existing debt owing from MMI to Torchlight. The impact of the business combination on the post-acquisition period, through to September 30, 2021, was not significant. Measuring the Consideration Transferred The accounting acquirer issued no consideration for the acquiree. Instead, the accounting acquiree issued its 196,968,803 common shares to the owners of the accounting acquirer. However, the acquisition-date fair value of the consideration transferred by the accounting acquirer for its interest in the accounting acquiree is based on the number of equity interests the legal subsidiary would have had to issue to give the owners of the legal parent the same percentage equity interest in the combined entity that results from the reverse acquisition. Accordingly, the consideration transferred of $ 436,214,719 was based on the following calculation: The assumption that MMI would have issued 44,885,634 shares to Torchlight in order for MMI shareholders to own approximately 70 % of the outstanding Combined Company Stock at a share price of $ 7.96 , the closing share price of MMI on June 28, 2021 to equal $ 357,289,644 . Adding the fair value of deemed issuance of Torchlight options and warrants that were outstanding at the time of acquisition. Adding the estimated fair value of the obligation created through the Series A Non-Voting Preferred Stock to distribute additional consideration to the previous shareholders based on the proceeds of the acquired Oil and Gas (O&G) assets. Deducting the estimated fair value of the previously existing unsecured promissory notes issued by MMI to Torchlight of $ 11,000,000 plus interest. These notes were effectively settled pursuant to the close of the Arrangement. The fair value of the number of equity interests calculated in that way can be used as the fair value of consideration transferred in exchange for the acquiree. The assets and liabilities of the legal acquiree are measured and recognized in the consolidated financial statements at their pre-combination carrying amounts. Presentation of Condensed Consolidated Financial Statements Post Reverse Acquisition The condensed consolidated interim financial statements reflect all of the following: a) the assets and liabilities of the legal subsidiary (the accounting acquirer) recognized and measured at their pre-combination carrying amounts b) the assets and liabilities of the legal parent (the accounting acquiree) recognized and measured in accordance with ASC 805 Business Combinations. c) the retained earnings and other equity balances of the legal subsidiary (accounting acquirer) before the business combination d) the amount recognized as issued equity interests in the condensed consolidated interim financial statements determined by adding the issued equity interest of the legal subsidiary (the accounting acquirer) outstanding immediately before the business combination to the fair value of the legal parent (accounting acquiree). However, the equity structure (that is, the number and type of equity interests issued) reflects the equity structure of the legal parent (the accounting acquiree). All references to common stock, options, deferred share units, and warrants as well as per share amounts have been retroactively restated to reflect the number of shares of the legal parent (accounting acquiree) issued in the reverse acquisition. The Company believes that information gathered to date provides a reasonable basis for estimating the fair value of assets acquired and liabilities assumed, however the Company is waiting for additional information necessary to finalize these fair values, including updated valuations for Oil and Natural gas properties and the Preferred stock liability included as part of the consideration. Therefore, the provisional measurements of fair value set forth below are subject to change. The Company expects to complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date. During the three months ended September 30, 2021, the Company has reduced other assets by $ 146,761 and increased accounts payable by $ 1,067,791 as a result of information presented post acquisition. The Goodwill balance has increased accordingly by $ 1,214,552 . The following table summarizes the preliminary allocation of the purchase price to the assets acquired on a relative fair value basis: Amount ($) Fair value of deemed issuance of MMI’s stock – Common Stock 82,814 Fair value of deemed issuance of MMI’s stock – Additional paid in capital 357,206,830 Fair value of Torchlight’s outstanding warrants – Additional paid in capital 2,943,370 Fair value of Torchlight’s outstanding options – Additional paid in capital 9,397,988 Total Effect on Equity 369,631,002 Effective settlement of notes payable by MMI to Torchlight 1 ( 11,322,637 ) Preferred stock liability 2 77,906,354 436,214,719 Net assets (liabilities) of Torchlight: Cash and cash equivalents 146,954,733 Other assets 354,662 Oil and natural gas properties 2 72,797,392 Accounts payable ( 2,698,650 ) Other liabilities ( 21,937 ) Goodwill 3 218,828,519 436,214,719 1 Notes receivable/Payable Notes receivable or payable represent unsecured promissory notes previously issued by MMI to Torchlight between September 20, 2020 to February 18, 2021 for proceeds of $ 11,000,000 plus interest. These notes have been eliminated upon acquisition and subsequent consolidation. (note 7) 2 Oil and natural gas properties and preferred stock liability On June 11, 2021, Torchlight’s stockholders approved an amendment to its Articles of Incorporation to increase the authorized number of shares of Torchlight’s preferred stock, par value $ 0.001 per share (“Preferred Stock”), from 10,000,000 shares to 200,000,000 shares. In addition, Torchlight’s Board of Directors formally declared the Preferred Dividend and set June 24, 2021 as the Dividend Record Date. On June 25, 2021, the Company declared a dividend, on a one-for-one basis , of shares of Series A Non-Voting Preferred Stock (the “Series A Preferred Stock”) to holders of record of Torchlight’s common stock as of June 24, 2021. This preferred stock entitles its holders to receive certain dividends based on the net proceeds of the sale of any assets that are used or held for use in the Company’s oil and gas exploration business (the “O&G Assets”), subject to certain holdbacks. Such asset sales must occur prior to the earlier of (i) December 31, 2021 or (ii) the date which is six months from the closing of the Arrangement, or such later date as may be agreed between the Company and the individual appointed to serve as the representative of the holders of Series A Preferred Stock (the “Sale Expiration Date”). The Series A Preferred Stock will automatically be cancelled once the entitled dividends have been paid. Pursuant to the Arrangement, the Company has reclassified the O&G Assets as assets held for sale since: (i) Management has committed to a plan to sell the assets; (ii) The assets are available for sale in their present condition; (iii) The sale is probable and is expected to close within 1 year; and (iv) The selling price is reasonable in relation to the asset’s current fair value. The Preferred stock liability is calculated as the estimated net proceeds from the sale the “O&G Assets” in addition to $ 5 million in expected costs associated with maintaining and selling the assets. 3 Goodwill Goodwill is attributed to the difference between, the total consideration calculated above and deemed to be transferred by the accounting acquirer (MMI) and, the total net assets of the accounting acquiree (Torchlight). Based on the market value of META's Stock on June 28, 2021, this resulted in total “consideration” being transferred to Torchlight of approximately $ 436.2 million. Further, the net assets of Torchlight acquired by MMI has been provisionally estimated to be approximately $ 217.4 million. The difference between the $ 436 million of consideration deemed to have been transferred and the $ 217.4 million of net assets acquired results in goodwill of approximately $ 218.8 million. Torchlight is delivering a NASDAQ listed legal entity in good standing that will provide the Company with ready access to significant capital sources in the future to fund its growth plans. The acquired goodwill will continue to be assessed for impairment in future periods. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | 4. Related party transactions As of September 30, 2021 and December 31, 2020, receivables due from a related party (Lamda Guard Technologies Ltd, or “LGTL”) were $ 64,708 and $ nil , respectively. On March 16, 2021, MMI converted an amount of $ 290,230 owing to LGTL into 81,584 MMI common stock for a price per share of CA$ 4.51 . The conversion price of CA$ 4.51 per share represented a 10 % premium to the CA$ 4.10 closing price of MMI stock on the CSE at the close of business on March 12, 2021. MMI has recognized $ 225,986 in common stock in the condensed consolidated interim statements of changes in stockholders’ equity at fair value at the time of conversion and recorded the difference of $ 64,245 between the fair value of the common stock and the carrying value of the extinguished liability as a loss on debt settlement in the condensed consolidated interim statements of operations and comprehensive loss. As of September 30, 2021 and December 31, 2020, related party payables were $ Nil and $ 245,467 due to LGTL, respectively. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | 5. Inventory Inventory consists of photosensitive materials, lenses, laser protection film and finished eyewear, and is comprised of the following: September 30, 2021 December 31, 2020 $ $ Raw materials 271,364 378,265 Supplies 13,891 14,414 Work in process 64,905 69,381 Finished goods 8,804 1,322 Total inventory 358,964 463,382 |
Property, plant and equipment,
Property, plant and equipment, net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment, net | 6. Property, plant and equipment, net Property, plant and equipment consist of the following: Useful life September 30, 2021 December 31, 2020 (years) $ $ Computer equipment 3 - 5 246,854 163,856 Computer software 1 258,614 256,554 Manufacturing equipment 2 - 5 8,150,928 6,645,986 Office furniture 5 - 7 129,736 99,234 Enterprise Resource Planning software 5 210,105 210,254 Assets under construction N/A 4,653,338 424,393 13,649,575 7,800,277 Accumulated depreciation and impairment ( 6,123,586 ) ( 5,039,106 ) 7,525,989 2,761,171 Depreciation expense was $ 379,824 and $ 372,726 for the three months ended September 30, 2021 and 2020, respectively, and $ 1,103,651 and $ 1,184,772 for the nine months ended September 30, 2021 and 2020, respectively. Property, plant and equipment is pledged as security under a General Security Agreement (a “GSA”) signed in favor of the Royal Bank of Canada (“RBC”) on July 14, 2014, which is related to the Company’s corporate bank account and credit card and includes all property, plant and equipment and intangible assets. |
Unsecured Convertible Promissor
Unsecured Convertible Promissory Notes | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Unsecured convertible promissory notes | 7. Unsecured convertible promissory notes Nine months ended Year ended September 30, 2021 December 31, 2020 $ $ Bridge loan Torchlight Total Bridge loan Torchlight Total Beginning balance 538,020 665,215 1,203,235 — — — Issued 3,963,386 10,000,000 13,963,386 378,042 1,000,000 1,378,042 Interest accrued 17,804 329,965 347,769 2,698 12,701 15,399 Fair value loss (gain) 19,163,417 333,947 19,497,364 139,609 ( 354,839 ) ( 215,230 ) Unrealized fair value loss (gain) due to own credit risk — ( 5,554 ) ( 5,554 ) — 14,132 14,132 Unrealized foreign currency exchange gain — ( 258,480 ) ( 258,480 ) — ( 23,849 ) ( 23,849 ) Foreign currency translation adjustment ( 26,262 ) 257,544 231,282 17,671 17,070 34,741 Conversion to common stock ( 23,656,365 ) — ( 23,656,365 ) — — — Elimination pursuant to Torchlight RTO (note 3) — ( 11,322,637 ) ( 11,322,637 ) — — — Ending balance — — — 538,020 665,215 1,203,235 a) In November 2020, MMI entered into a commitment letter (the “Commitment Letter”) with a shareholder, pursuant to which the shareholder will provide up to CA$ 5,500,000 in debt financing (the “Bridge Loan”) to fund MMI’s continued operations while MMI worked toward completion of the Proposed Transaction with Torchlight. Pursuant to the Commitment Letter, MMI was able to draw up to CA$ 500,000 monthly beginning in November 2020. The Bridge Loan bore interest at the rate of 8 % per annum, payable monthly in arrears. The principal amount and any accrued but unpaid interest was due and payable on the 10th business day after the closing of the Proposed Transaction, or on November 29, 2022, if the Transaction did not close before that date. At the option of the holder, the Bridge Loan, or any portion of the Bridge Loan and accrued but unpaid interest was convertible into MMI Common Stock at a conversion price of CA$ 0.50 per share, subject to customary adjustments. MMI had the option to repay the Bridge Loan in whole or in part, without penalty, at any time on or after March 28, 2021 . MMI elected to measure the financial instrument at fair value. MMI subsequently remeasured the instrument on December 31, 2020 and recorded fair value loss of $ 139,609 in the statements of operations. There was no change in instrument specific credit risk. On February 16, 2021, the total Bridge Loan of $ 4,361,930 of principal and accrued interest was converted at CA$ 0.50 per share into 20,391,239 common stock, in accordance with the terms of the bridge financing. MMI has remeasured the instrument as of the conversion date and recognized a non-cash realized fair value loss of $ 19,163,417 and the full amount of $ 23,656,365 was reclassified into the condensed consolidated interim statements of changes in stockholders’ equity. b) On September 15, 2020, MMI entered into a non-binding Letter of Intent (the “LOI”) with Torchlight pursuant to which Torchlight loaned MMI three unsecured convertible promissory notes totaling $ 11,000,000 . These Unsecured Convertible Promissory Note bore interest at 8 % annually, with principal and interest due and payable on the maturity date. If MMI and Torchlight had not entered into a Definitive Agreement, or the Definitive Agreement were terminated, then the Unsecured Convertible Promissory Notes and all accrued and unpaid interest were convertible at the option of the holder into common stock of the Company at the conversion prices set out below. The Company had the option to repay all or part of the Unsecured Convertible Promissory Notes, plus any accrued and unpaid interest, without penalty on or after 120 days from the note issuance date. Tranche 1 Tranche 2 Tranche 3 Face value of notes issued $ 500,000 $ 500,000 $ 10,000,000 Issuance date September 20, 2020 December 16, 2020 February 18, 2021 Maturity date September 20, 2022 December 16, 2022 February 18, 2022 Interest rate 8 % 8 % 8 % Conversion price CA$ 0.35 CA$ 0.62 CA$ 2.80 The conversion option was a foreign currency embedded derivative as the note was denominated in USD and the conversion price was in Canadian dollars. MMI elected to measure the financial instrument at fair value. MMI subsequently remeasured the instrument on March 31, 2021 and recorded fair value gain of $ 197,527 , of which $ 5,554 was a gain recorded in other comprehensive income relating to instrument specific credit risk and $ 191,973 was a gain recorded in the statements of operations. As part of the closing of the Arrangement, the promissory notes were remeasured at fair value and a fair value loss of $ 525,920 was recorded in the statements of operations and comprehensive loss. The notes were considered part of the consideration transferred (see note 3) and were eliminated upon acquisition and subsequent consolidation. In addition, the related accumulated fair value losses in OCI of $ 9,011 were recycled to the statements of operations and comprehensive loss. |
Secured Convertible Debentures
Secured Convertible Debentures | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Secured convertible debentures | 8. Secured convertible debentures Nine months ended Year ended September 30, 2021 December 31, 2020 $ $ Beginning balance 5,545,470 — Issued — 3,630,019 Interest accrued 121,860 508,757 Interest paid ( 64,528 ) ( 285,154 ) Fair value loss 16,408,482 511,699 Fair value loss—own credit — 865,280 Foreign currency translation adjustment 107,498 314,869 Conversion to common stock ( 22,118,782 ) — Ending balance — 5,545,470 On April 3, 2020, MMI issued CA$ 5,000,000 in Secured Debentures to BDC Capital Inc.(“BDC”), a wholly owned subsidiary of the Business Development Bank of Canada. The Secured Debentures mature on October 31, 2024 , and bear interest at a rate of 10.0 % per annum, payable monthly in cash. In addition to the cash interest, the Secured Debentures accrued a non-compounding payment in kind (“PIK”) of 8 % per annum. The PIK may be reduced by up to 3 % (reduced to as low as 5 % per annum) upon meeting certain conditions. BDC may elect to have the PIK paid in cash. The Secured Debentures and the PIK are convertible in full or in part, at BDC’s option, into MMI common stock at any time prior to their maturity at a conversion price of CA$ 0.70 (the “Conversion Price”) or MMI may force the conversion of Secured Debentures if MMI’s common stock are trading on the CSE on a volume-weighted average price greater than 100 % of the Conversion Price (i.e. greater than CA$ 1.40 ) for any 20 consecutive trading days with a minimum daily volume of at least 100,000 Common Stock. MMI elected to measure the financial instrument at fair value. MMI subsequently remeasured the instrument on December 31, 2020 and recorded a fair value loss of $ 1,376,979 , of which $ 511,699 was recorded in other comprehensive income relating to instrument specific credit risk and $ 865,280 was recorded in the statements of operations. The secured debentures were subject to a covenant clause, whereby MMI is required to maintain a working capital ratio of no less than 3:1 . Working capital ratio excluded deferred revenue and deferred government assistance from current liabilities. MMI did not fulfil the ratio as required in the contract and consequently, the secured debentures were reclassified as a current liability as at December 31, 2020. On March 3, 2021, MMI forced the conversion of the Secured Debentures pursuant to the terms of the agreement with BDC. The total debentures balance of $ 3,910,954 was converted at CA$ 0.70 per share into 14,155,831 common shares. MMI remeasured the liability as of the conversion date and recognized a non-cash realized fair value loss of $ 16,408,482 and the full amount of $ 22,118,782 was reclassified into the condensed consolidated interim statements of changes in stockholders’ equity. All security interests held by BDC on assets of MMI were immediately discharged. In addition, the accumulated losses in OCI of $ 511,699 were recycled to the statements of operations and comprehensive loss. |
Unsecured Convertible Debenture
Unsecured Convertible Debentures | 9 Months Ended |
Sep. 30, 2021 | |
Debt Instruments [Abstract] | |
Unsecured convertible debentures | 9. Unsecured convertible debentures Unsecured convertible debentures (the “Unsecured Debentures”) consist of the following: Nine months ended Year ended September 30, 2021 December 31, 2020 $ $ Beginning balance 1,825,389 585,267 Issued — 693,784 Interest accrued 23,660 147,304 Fair value loss 3,914,931 189,708 Fair value loss due to own credit risk — 154,347 Foreign currency translation adjustment 5,495 54,979 Conversion to common stock ( 5,769,475 ) — Ending balance — 1,825,389 On December 10, 2019, an agreement was signed to convert an existing CA$ 250,000 short-term loan into an Unsecured Debenture, and also during December 2019, MMI issued an additional CA$ 500,000 in Unsecured Debentures to the same investor, under the same terms. During the year ended December 31, 2020, MMI issued an additional CA$ 950,000 in Unsecured Debentures to individuals and companies under the same terms as previous issues. The Unsecured Debentures bear interest at a fixed rate of 1 % per month, compounding monthly and have a maturity date of April 30, 2025 . Each Unsecured Debenture is convertible at the option of the holder into MMI common stock at a price of CA$ 0.70 per share. Following completion of the RTO, MMI may elect to repay the outstanding amounts owing under the Unsecured Debentures in cash or in stock at a conversion price of CA$ 0.70 upon meeting certain conditions or the holder can convert the Unsecured Debentures at CA$ 0.70 or the Unsecured Debentures can be converted at maturity at the greater of 80 % of the 10 day volume-weighted average price of the Resulting Issuer’s common stock or the closing price on the preceding trading day less the maximum permitted discount by the exchange. MMI elected to measure the financial instrument at fair value. MMI subsequently remeasured the instrument on December 31, 2020 and recorded a fair value loss of $ 344,055 , of which $ 154,347 was recorded in other comprehensive income relating to instrument specific credit risk and $ 189,708 was recorded in the statements of operations. On February 16, 2021, MMI converted $ 1,439,103 of principal and accrued interest of Unsecured Debentures at CA$ 0.70 per share into 5,105,338 common shares in accordance with the terms of their debt instruments. MMI has remeasured the liability as of the conversion date and recognized a non-cash realized fair value loss of $ 3,914,931 and the full amount of $ 5,769,475 was reclassified into the condensed consolidated interim statements of changes in stockholders’ equity. In addition, the accumulated losses in OCI of $ 154,347 were recycled to the statements of operations. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-term debt | 10. Long-term debt September 30, December 31, $ $ ACOA Business Development Program (“BDP”) 2012 interest-free loan 1 with a maximum contribution of CA$ 500,000 , repayable in monthly repayments commencing October 1, 2015 of CA$ 5,952 until June 1, 2023 . Loan repayments were temporarily paused effective April 1, 2020 until January 1, 2021 as a result of the COVID-19 outbreak. As at September 30, 2021, the amount drawn down on the loan, net of repayments, is CA$ 125,000 (2020 - CA$ 178,571 ). 92,606 129,384 ACOA Atlantic Innovation Fund (“AIF”) 2015 interest-free loan 1,2 with a maximum contribution of CA$ 3,000,000 . Annual repayments, commencing June 1, 2021 , are calculated as a percentage of gross revenue for the preceding fiscal year, at Nil when gross revenues are less than CA$ 1,000,000 , 5 % when gross revenues are less than CA$ 10,000,000 and greater than CA$ 1,000,000 , and CA$ 500,000 plus 1 % of gross revenues when gross revenues are greater than CA$ 10,000,000 . As at September 30, 2021, the amount drawn down on the loan is CA$ 3,000,000 (2020 - CA$ 3,000,000 ). 1,649,461 1,458,954 ACOA BDP 2018 interest-free loan 1,3 with a maximum contribution of CA$ 3,000,000 , repayable in monthly repayments commencing June 1, 2021 of CA$ 31,250 until May 1, 2029 . As at September 30, 2021, the amount drawn down on the loan, net of repayments, is CA$ 2,875,000 (2020 - CA$ 3,000,000 ). 1,336,370 1,285,307 ACOA BDP 2019 interest-free loan1 with a maximum contribution of CA$ 100,000 , repayable in monthly repayments commencing June 1, 2021 of CA$ 1,400 until May 1, 2027 . As at September 30, 2021, the amount drawn down on the loan, net of repayments, is CA$ 94,444 (2020 - CA$ 62,165 ). 42,888 30,138 ACOA Regional Relief and Recovery Fund (“RRRF”) 2020 interest-free loan with a maximum contribution of CA$ 390,000 , repayable on monthly repayments commencing April 1, 2023 of CA$ 11,000 until April 1, 2026 . As at September 30, 2021, the amount drawn down on the loan is CA$ 390,000 (2020 - $ Nil ). 109,536 — CAIXA Capital loan bearing interest at 6-month EURIBOR rate plus 4 % interest spread. The loan principal and interest are fully repayable on January 15, 2025 . On March 12, 2021, the principal loan balance with outstanding interest totaling $ 209,506 (EUR 171,080 ) was converted into MMI common stock at $ 3.87 per share 4 . Pursuant to the conversion, CAIXA Capital was issued 67,597 MMI common shares. — 130,265 3,230,861 3,034,048 Less: current portion 532,346 290,544 2,698,515 2,743,504 1 The Company was required to maintain a minimum balance of positive equity throughout the term of the loan. However, on November 14, 2019, ACOA waived this requirement for the period ending June 30, 2019 and for each period thereafter until the loan is fully repaid. 2 The carrying amount of the ACOA AIF loan is reviewed each reporting period and adjusted as required to reflect management’s best estimate of future cash flows, discounted at the original effective interest rate. 3 A portion of the ACOA BDP 2018 loan was used to finance the acquisition and construction of manufacturing equipment resulting in $ 425,872 was recorded as deferred government assistance, which is being amortized over the useful life of the associated equipment. The Company recorded the amortization expense for the nine months ended September 30, 2021 of $ 107,538 (nine months ended September 30, 2020—$ 100,968 ) as government assistance in the condensed consolidated interim statements of operations and comprehensive loss. 4 MMI has recognized the common stock issued in the consolidated statements of changes in stockholders’ equity at fair value at time of conversion to be $ 221,842 and recorded the difference of $ 88,763 between the fair value of the common stock and the carrying value of the long-term debt as loss on debt settlement in the condensed consolidated interim statements of operations and comprehensive loss. |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | 11. Capital stock Common stock Authorized: 1,000,000,000 common shares, $ 0.001 par value. All references to numbers of common shares and amounts in the condensed consolidated interim statements of changes in stockholder’s equity and in the notes to the condensed consolidated interim financial statements have been retroactively restated to reflect as if the Torchlight RTO had taken place as of the beginning of the earliest period presented. The numbers of common shares issued pre-CPM RTO have been multiplied by the 2.75 CPM conversion ratio and the 1.845 Torchlight conversion ratio while the numbers of common shares issued post-CPM RTO have been multiplied by the 1.845 Torchlight conversion ratio. In addition, the amounts of common shares issued pre-CPM RTO were calculated by multiplying the number of shares by 0.001 , the 2.75 CPM conversion ratio and the 1.845 Torchlight conversion ratio and the difference was recognized in additional paid in capital while the amounts of common shares issued post-CPM RTO were calculated by multiplying the number of shares by 0.001 and the 1.845 Torchlight conversion ratio and the difference were recognized in additional paid in capital. During the nine months ended September 30, 2021, the Company converted unsecured convertible promissory notes of $ 23,656,365 , secured convertible debentures of $ 22,118,782 , and unsecured convertible debentures of $ 5,769,475 into common stock. The Company remeasured the financial liabilities at fair value as of respective conversion dates and recognized a non-cash realized loss of $ 39,486,830 . The Company subsequently reclassified the remeasured liabilities into equity and recognized $ 39,652 in common stock and $ 51,504,970 in additional paid in capital. The number of shares issued was calculated as the total outstanding principal and interest of each liability divided by the conversion price stated in each respective instrument’s agreement. During the nine months ended September 30, 2021, the Company converted long-term debt of $ 133,080 and due to related party of $ 295,419 into common stock. The Company recorded the common stock issued at fair value using the Company’s share price at the time of conversion. The Company recognized $ 276 in common stock and $ 447,553 in additional paid in capital. The resulting net loss calculated as the difference between the fair value of common stock and the carrying value of the liabilities of $ 19,330 was recorded in other income in the condensed consolidated interim statements of operations and comprehensive loss. The number of shares issued was calculated as the total outstanding principal and interest of each liability multiplied by the agreed upon conversion price. During the nine months ended September 30, 2021, the Company issued 286,292 common shares at CA$ 0.58 per share as compensation in exchange for a fairness opinion obtained with respect to the Torchlight RTO. The company paid CA $ 90,000 in cash in 2020 and agreed to settle the remaining CA $ 90,000 in common stock. The Company recognized the share-based payment in trade and other payables in 2020 until the shares were issued in 2021. During the nine months ended September 30, 2021, the Company issued 148,368 common shares at $ 3.37 per share to a service provider. The total amount of $ 500,000 was recorded as prepaid expenses and is being amortized over the period of service. During the nine months ended September 30, 2021, and pursuant to the Torchlight acquisition, the Company recognized $ 369,631,002 in equity as the fair value of 82,813,994 common stock that was deemed to have been issued to Torchlight as part of the Torchlight RTO (note 3). Warrants Prior to completion of the CPM RTO on March 5, 2020, every two warrants had the right to purchase one MTI common share for CA$ 2.475 per share. Pursuant to the completion of the RTO on March 5, 2020, MTI warrants were adjusted such that one warrant has the right to purchase one MMI Common Share for CA$ 0.90 per share. On June 28, 2021 and pursuant to the completion of Torchlight RTO, each MMI warrant was converted into 1.845 META warrants and the exercise price was updated to be CA$ 0.49 . Also, as part of the Torchlight RTO, Torchlight outstanding warrants of 853,278 underwent a reverse stock split at a ratio of 2- 1 resulting in warrants of 426,639 and for an amount being recorded at $ 2,943,370 in additional paid in capital as part of the consideration transferred. The following table summarizes the changes in warrants of the Company: Nine months ended Year ended September 30, 2021 December 31, 2020 Number of Number of warrants 1 Amount 1 warrants 1 Amount 1 # $ # $ Balance, beginning of period 3,046,730 402,883 1,590,866 132,299 Issued 2,153,500 3,831,124 1,455,864 166,916 Adjustment to 2019 warrants — — — 103,668 Exercised ( 291,036 ) ( 41,242 ) — — Fair value of deemed issuance to Torchlight 426,639 2,943,370 — — Balance, end of period 5,335,833 7,136,135 3,046,730 402,883 1 All references to numbers of warrants have been retroactively restated to reflect as if Torchlight RTO had taken place as of the beginning of the earliest period presented. The numbers of warrants issued pre-CPM RTO have been divided by 2 , multiplied by the 2.75 CPM conversion ratio and the 1.845 Torchlight conversion ratio. There were no warrants issued post CPM RTO except for Torchlight warrants . During the three and nine months ended September 30, 2021, the Company granted 1,153,500 and 2,153,500 five-year warrants (three and nine months ended September 30, 2020 - Nil and 1,455,864 ) respectively, to purchase common stock to external consultants. The fair value of the 1,153,500 warrants issued during the three months ended September 30, 2021 was estimated to be $ 3,129,208 using the Black-Scholes option pricing model. The total amount has been recorded in General & Administrative expense in the condensed consolidated interim statements of operations and comprehensive loss. The fair value of the 1,000,000 warrants issued during the nine months ended September 30, 2021 (see section below titled ‘ correction of prior period immaterial errors’) was estimated to be $ 701,910 using the Monte Carlo Simulation model. The total amount has been recorded in General & Administrative expense in the condensed consolidated interim statements of operations and comprehensive loss. Correction of prior period immaterial error During Q3 2021, the Company determined that an error had been made in the prior period condensed consolidated interim financial statements for the period ended June 30, 2021. Previously granted warrants issued by the Company to an external consultant should have resulted in an expense being recorded by the Company (with the corresponding offset being recorded to Additional Paid-in Capital) in the amount of $ 701,910 in the condensed consolidated interim financial statements for the three and six months ended June 30, 2021. The Company has concluded that the error is immaterial to the previously issued condensed consolidated interim financial statements for the three and six months ended June 30, 2021, and has disclosed below the impact of the error to associated financial statement captions: General & Administrative expense should have been $ 3,847,278 and $ 6,440,162 for the three and six months ended June 30, 2021 (previously reported as $ 3,145,368 and $ 5,738,252 respectively); Net loss should have been $ 5,883,303 and $ 50,041,822 for the three and six months ended June 30, 2021 (previously reported as $ 5,181,393 and $ 49,339,912 respectively); and Additional Paid-in Capital should have been $ 454,961,102 (previously reported as $ 454,259,192 ). The error will also be retrospectively revised in the comparative amount for the condensed consolidated interim financial statements for the three and six month period ending June 30, 2022, when filed. Broker warrants Prior to completion of the CPM RTO on March 5, 2020, every MTI broker warrant had the right to purchase one MTI common share for CA$ 1.70 per share. Pursuant to the completion of the RTO on March 5, 2020, each MTI broker warrant was converted into 1.845 MMI warrants, and the exercise price was updated to be CA$ 0.62 . On June 28, 2021, and pursuant to the completion of the Torchlight RTO, each MMI warrant was converted into 1.845 META warrants and the exercise price was updated to be CA$ 0.34 . The following table summarizes the changes in broker warrants of the Company: Nine months ended Year ended September 30, 2021 December 31, 2020 Number of Number of warrants 1 Amount 1 warrants 1 Amount 1 # $ # $ Balance, beginning of period 97,542 16,144 — — Issued — — 97,542 16,144 Exercised ( 61,331 ) ( 10,892 ) — — Balance, end of period 36,211 5,252 97,542 16,144 1 All references to numbers of broker warrants have been retroactively restated to reflect the number of stock of the legal parent (accounting acquiree) issuable following the reverse acquisition. The numbers of broker warrants issued pre-CPM RTO have been multiplied by the 2.75 CPM conversion ratio and the 1.845 Torchlight conversion ratio. There were no broker warrants issued post CPM RTO. The fair value of warrants and broker warrants that were issued and estimated using the Black-Scholes option pricing model have the following inputs and assumptions: Nine months ended Year ended September 30, 2021 December 31, 2020 Risk free interest rate 0.45 % - 0.98 % 0.80 % - 1.43 % Expected volatility 92 % 134 % Expected dividend yield 0 % 0 % Expected forfeiture rate 0 % 0 % Common stock price 5.31 1.70 Exercise price per common stock $ 0.85 - $ 4.50 $ 1.70 - $ 2.475 Expected term of warrants 2.20 - 5 years 2 years The fair value of warrants that were issued and estimated using the Monte Carlo Simulation have the following inputs and assumptions: Nine months ended September 30, 2021 Risk free interest rate 0.42 % Weighted average expected volatility 80 % Expected term of warrants 5 years |
Share-Based Payments
Share-Based Payments | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based payments | 12. Stock-based payments DSU Plan Each share option is convertible at the option of the holder into one common share of the Company. On March 28, 2013, the Company implemented a Deferred Stock Unit (DSU) Plan for its directors, employees and officers. Directors, employees and officers are granted DSUs of the Company with immediate vesting as a form of compensation. Each unit is convertible at the option of the holder into one common share of the Company. Eligible individuals are entitled to receive all DSUs (including dividends and other adjustments) no later than December 1st of the first calendar year commencing after the time of termination of their services. On March 5, 2020 and pursuant to the CPM RTO, each MTI DSU was converted into 2.75 MMI DSUs. On June 28, 2021 and pursuant to the Torchlight RTO, each MMI DSU was converted into 1.845 META DSUs. The following table summarizes the change in outstanding DSUs of the Company: Nine months ended Year ended September 30, 2021 December 31, 2020 # 1 # 1 Outstanding, beginning of period 3,455,224 3,977,820 Converted into common stock — ( 522,596 ) Outstanding, end of period 3,455,224 3,455,224 Information concerning units outstanding is as follows: September 30, 2021 December 31, 2020 Issue price Number of units 1 Number of units 1 CA$ 0.27 3,348,675 3,348,675 CA$ 0.51 106,549 106,549 3,455,224 3,455,224 1 All references to numbers of DSUs have been retroactively restated to reflect as if the Torchlight RTO had taken place as of the beginning of the earliest period presented. The numbers of DSUs issued pre-CPM RTO have been multiplied by the 2.75 CPM conversion ratio and the 1.845 Torchlight conversion ratio. There were no DSUs issued post-CPM RTO. Employee Stock Option Plan Each stock option is convertible at the option of the holder into one common share of the Company. The Company has an Employee Stock Option Plan [the “Plan”] for directors, officers, and employees. Unless otherwise determined by the Board of Directors, 25 % of the options shall vest and become exercisable on the first anniversary of the grant date and 75 % of the options issuable under the Plan shall vest and become exercisable in equal monthly installments over the three-year period commencing immediately after the first anniversary of the grant date. The option exercise price will not be less than the fair market value of a share on the grant date, as determined by the Board of Directors, taking into account any considerations which it determines to be appropriate at the relevant time. The exercise price of the stock options is equal to the market price of the underlying stock on the date of the grant. The contractual term of the stock options is 10 years and there are no cash settlement alternatives for the employees. During the year ended December 31, 2020, the Company’s existing MTI options were converted at a ratio of 2.75 MMI options for each MTI option pursuant to the CPM RTO. Also, as part of the CPM RTO, 1,291,500 stock options were issued to executives and directors of CPM. Additionally, and subsequent to the completion of the CPM RTO, the Company granted 13,402,080 options to employees and directors, 898,515 of which vested upon grant date and 12,503,565 of which vest over 1 - 4 years . Subsequent to the completion of the CPM RTO, 2,589,457 stock options were forfeited as a result of employee departures and 2,090,866 options expired unexercised. During the nine months ended September 30, 2021, the Company’s existing MMI options were converted at a ratio of 1.845 META options for each MMI option pursuant to the Torchlight RTO. Also, as part of the Torchlight RTO, Torchlight outstanding options of 3,000,000 underwent a reverse stock split at a ratio of 2-1 resulting in outstanding options of 1,500,000 and an amount of $ 9,397,988 was recorded in additional paid in capital as part of the consideration transferred. Total stock-based compensation expense included in the condensed consolidated interim statements of operations was as follows: Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Selling & Marketing 5,976 15,616 26,935 53,267 General & Administrative 93,453 266,338 434,135 729,688 Research & Development 101,347 112,913 383,489 261,508 200,776 394,867 844,559 1,044,463 The following table summarizes the change in outstanding stock options of the Company: Weighted Nine months Weighted Year average ended average ended exercise September 30, exercise December 31, stock Number of stock Number of Outstanding, beginning of period CA$ 0.33 24,477,507 CA$ 0.33 14,502,303 Issued to CPM executives and directors pursuant to CPM RTO — CA$ 0.19 1,291,500 Granted — CA$ 0.34 13,402,080 Exercised CA$ 0.34 ( 1,340,292 ) — Forfeited CA$ 0.34 ( 65,201 ) CA$ 0.34 ( 2,627,510 ) Expired — CA$ 0.27 ( 2,090,866 ) Fair value of deemed issuance to Torchlight US$ 1.75 1,500,000 — Outstanding, end of period CA$ 0.44 24,572,014 CA$ 0.33 24,477,507 Below is a summary of the outstanding options as at September 30, 2021: Exercise price Number outstanding 1 Number exercisable 1 CA$ 0.34 22,194,902 12,951,468 CA$ 0.15 558,112 558,113 CA$ 0.19 369,000 369,000 US$ 2.00 1,125,000 1,125,000 US$ 1.00 325,000 325,000 24,572,014 15,328,581 Below is a summary of the outstanding options as at December 31, 2020: Exercise price Number outstanding 1 Number exercisable 1 CA$ 0.34 23,550,394 9,636,758 CA$ 0.15 558,113 558,113 CA$ 0.19 369,000 369,000 24,477,507 10,563,871 1 All references to numbers of stock options have been retroactively restated to reflect as if the Torchlight RTO had taken place as of the beginning of the earliest period presented. The numbers of stock options issued pre-CPM RTO have been multiplied by the 2.75 CPM conversion ratio and the 1.845 Torchlight conversion ratio. The numbers of stock options issued post CPM RTO have been multiplied by the 1.845 Torchlight conversion ratio. The weighted average remaining contractual life for the stock options outstanding as at September 30, 2021 was 7.65 (December 31, 2020 – 8.36 ) years. There were 1,500,000 and 13,402,080 stock options granted with a weighted-average grant date fair value of $ 6.27 and $ 0.39 per share respectively during the nine months ended September 30, 2021 and the year ended December 31, 2020. The fair value of options granted was estimated at the grant date using the following weighted-average assumptions: Nine months ended Year ended September 30, 2021 December 31, 2020 Dividend yield [%] — — Volatility 84 % 52 %- 134 % Risk-free interest rate 0.73 % 0.73 % Expected term (in years) 1 year 7.48 years The expected life of the stock options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income taxes The Company estimates its annual effective income tax rate in recording its quarterly provision for income taxes in the various jurisdictions in which it operates. Statutory tax rate changes and other significant or unusual items are recognized as discrete items in the quarter in which they occur. The Company’s effective tax rate for the three and nine months ended September 30, 2021 and 2020 differs from the statutory rates due to valuation allowance as well as different domestic and foreign statutory tax rates. The Company recorded the following deferred tax recovery for the three and nine months ended September 30, 2021 and 2020 as follows: Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Deferred tax recovery 83,657 33,304 186,183 87,651 The Company has not yet been able to establish profitability or other sufficient significant positive evidence, to conclude that its deferred tax assets are more likely than not to be realized. Therefore, the Company continues to maintain a valuation allowance against its deferred tax assets. |
Net loss per share
Net loss per share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net loss per share | 14. Net loss per share The following table sets forth the calculation of basic and diluted net loss per share during the periods presented: Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Numerator: Net loss ( 11,425,248 ) ( 2,581,204 ) ( 61,467,070 ) ( 5,815,233 ) Denominator: Weighted-average shares, basic 280,080,786 155,913,202 216,135,190 131,557,607 Weighted-average shares, diluted 280,080,786 155,913,202 216,135,190 131,557,607 Net loss per share Basic ( 0.04 ) ( 0.02 ) ( 0.28 ) ( 0.04 ) Diluted ( 0.04 ) ( 0.02 ) ( 0.28 ) ( 0.04 ) The following potentially dilutive shares were not included in the calculation of diluted shares above as the effect would have been anti-dilutive: Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Convertible debt - 10,423,477 - 10,423,477 Options 24,572,014 19,885,297 24,572,014 19,885,297 Warrants 5,372,044 3,144,272 5,372,044 3,144,272 DSUs 3,455,224 3,455,224 3,455,224 3,455,224 33,399,282 36,908,270 33,399,282 36,908,270 |
Additional Cash Flow Informatio
Additional Cash Flow Information | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Additional Cash Flow Information | 15. Additional cash flow information The net changes in non-cash working capital balances related to operations consist of the following: Nine months ended Nine months ended September 30, 2021 September 30, 2020 $ $ Grants receivable 38,544 ( 185,606 ) Inventory 103,831 ( 129,407 ) Other receivables ( 73,436 ) 25,583 Prepaid expenses ( 1,342,530 ) ( 73,946 ) Other current assets ( 598,307 ) 118,626 Trade payables ( 258,128 ) ( 1,302,225 ) Due from (to) related party ( 24,889 ) ( 9,349 ) Operating lease Right-of-use Asset 408,430 - Operating lease liabilities ( 18,382 ) - ( 1,764,867 ) ( 1,556,324 ) |
Fair value measurements
Fair value measurements | 9 Months Ended |
Sep. 30, 2021 | |
Financial Instruments Disclosure [Abstract] | |
Fair value measurements | 16. Fair value measurements The Company uses a fair value hierarchy, based on the relative objectivity of inputs used to measure fair value, with Level 1 representing inputs with the highest level of objectivity and Level 3 representing the lowest level of objectivity. The fair values of cash and cash equivalents, restricted cash, grants and accounts receivables, due from (to) related parties and trade and other payables are classified at level 1 as they approximate their carrying values due to the short-term nature of these instruments. The current portion of long-term debt has been included in the below table. The fair values of convertible promissory notes secured convertible debentures and unsecured convertible debentures are classified at level 3 as they were accounted for under the fair value option election of ASC 825 and the estimated fair value was computed using significant inputs that are not observable in the market. The fair value of assets held for sale and preferred stock dividends are classified at level 3 as they are assessed on provisional basis until the company has additional information necessary to finalize those fair values. The company expects to complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date (note 3). The fair values of the funding obligation, operating lease liabilities, and long-term debt are classified at Level 3 in the fair value hierarchy as each instrument is estimated based on unobservable inputs including discounted cash flows using the market rate, which is subject to similar risks and maturities with comparable financial instruments as at the reporting date. Carrying values and fair values of financial instruments that are not carried at fair value are as follows: September 30, 2021 December 31, 2020 Carrying value Fair value Carrying value Fair value Financial liability $ $ $ $ Funding obligation 868,169 617,264 776,884 571,839 Operating lease liabilities 2,753,990 1,605,511 270,581 270,641 Long-term debt 3,230,861 2,404,297 3,034,048 2,734,931 |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 17. Revenue Revenue is disaggregated as follows: Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Product sales 297,431 982 321,431 2,904 Contract revenue 1 275,181 158,096 1,229,648 464,234 Other development revenue — 39,097 242,156 381,720 Development revenue 275,181 197,193 1,471,804 845,954 572,612 198,175 1,793,235 848,858 1 Contract revenue represents previously recorded deferred revenue that was recognized as revenue after satisfaction of performance obligations either through passage of time or after completion of specific performance milestones. Refer to note 18 for outstanding contracts. |
Deferred Revenue
Deferred Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue | 18. Deferred revenue Deferred revenue consists of the following: September 30, 2021 December 31, 2020 $ $ Covestro - Cooperation Framework 272,288 — Satair A/S-exclusive rights 739,568 815,310 Satair A/S-advance against PO 488,502 488,847 LM Aero-MetaSOLAR commercialization 230,600 646,135 US Deferred Revenue 75,000 75,000 Innovate UK-R&D tax credit 18,486 18,778 1,824,444 2,044,070 Less current portion 1,186,885 1,239,927 637,559 804,143 |
(Loss) Gain on financial instru
(Loss) Gain on financial instruments, net | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
(Loss) Gain on financial instruments, net | 19. (Loss) Gain on financial instruments, net Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Loss on secured convertible promissory notes — — — ( 5,235 ) Loss on unsecured convertible promissory notes – Bridge loan — — ( 19,163,417 ) — Gain (Loss) on unsecured convertible promissory notes – Torchlight notes — 8,284 ( 343,197 ) 8,284 Gain (Loss) on secured convertible debentures — ( 96,931 ) ( 16,957,029 ) 685,792 Gain (Loss) on unsecured convertible debentures — ( 29,808 ) ( 4,076,448 ) 478,469 — ( 118,455 ) ( 40,540,091 ) 1,167,310 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | 20. Leases On August 31, 2020, MMI signed a ten-year lease with a lessor in Halifax, Canada, commencing January 1, 2021, for an approximately 53,000 square foot facility, which will host the Company’s holography and lithography R&D labs and manufacturing operations. Commencing in September 2021, the Company was to pay monthly basic rent of CA$ 28,708 and additional rent for its proportionate share of operating costs and property taxes of CA$ 24,910 per month, subject to periodic adjustments. In conjunction with signing the lease, the Company entered into a loan agreement with the lessor in the amount of CA$ 500,000 to fund leasehold improvements. The Company has accounted for the lease as an operating lease and recorded a right-of-use (“ROU”) asset in the amount of $ 1,021,499 . The ROU asset is being amortized over the remaining lease term in an amount equal to the difference between the calculated straight-line expense of the total lease payments less the monthly interest calculated on the remaining lease liability. On June 9, 2021, MMI signed a lease amendment with the landlord to expand the leased space of the facility by approximately 15,000 square feet, reduce the annual rent for the 10-year term of the lease and obtain from the landlord CA$ 500,000 in cash to fund ongoing tenant improvements. In exchange, the landlord received 993,490 MMI common shares valued at CA$ 3.40 per share. The Lease Amendment was accounted for as a lease modification. As such, the operating lease liability was remeasured and the difference was recorded in ROU assets. On June 3, 2021, MMI signed a lease amendment with its lessor in Pleasanton, California to expand the leased space of the facility in the United States to include additional office space of 5,475 square feet, commencing from June 2021 onwards. Alongside this lease amendment, the durations of all of the leased spaces were also extended until August 31, 2024. The Lease Amendment was accounted for as a lease modification. As such, the operating lease liability was remeasured and the difference was recorded in ROU assets. These amendments required the Company to derecognize the existing right-of-use asset and operating lease liability, and recognize a new right-of-use asset and an operating lease liability commencing from June 2021. These amendments required the Company to derecognize the existing right-of-use asset and operating lease liability, and recognize a new right-of-use asset and an operating lease liability commencing from June 2021. The Company has one other noncancellable operating lease in the United States and United Kingdom. On September 16, 2021, the Company signed an agreement to extend the lease term of its existing leased premises at Pleasanton, California, from September 1, 2024 to September 30, 2026 . In addition, the Company also signed an agreement to lease an additional 8,904 square feet space at the same property to have a total leased area at Pleasanton of 19,506 square feet. The new lease commenced on October 1, 2021 and has the same expiry date as above. The lease amendment was accounted for as a lease modification. As such, the operating lease liability was remeasured and the difference was recorded in ROU asset as of September 30, 2021. On September 17, 2021, the Company entered into an lease agreement with Boxer Property Management Corp. to lease a space of 4,414 square feet at 85 Swanson Road, Boxborough, MA with a term of two years commencing on October 1, 2021 . The Company recognized a ROU asset and a liability of $ 132,780 as of September 30, 2021. Total operating lease expense included in the condensed consolidated interim statements of operations and comprehensive loss is as follows: Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Operating lease expense 196,547 69,455 515,084 207,808 Future minimum payments under non-cancelable operating lease obligations were as follows as of September 30, 2021: Remainder of 2021 170,660 2022 766,674 2023 760,951 2024 741,064 2025 764,748 Thereafter 1,935,263 Total minimum lease payments 5,139,360 Less: interest ( 2,385,370 ) Present value of net minimum lease payments 2,753,990 Less: current portion of lease liabilities ( 330,867 ) Total long-term lease liabilities 2,423,123 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 21. Commitments and contingencies Contractual Commitments and Purchase Obligations a) On January 29, 2021, the Company arranged an irrevocable standby letter of credit with Toronto Dominion Bank (“TD”) in favor of Covestro Deutschland AG (“Covestro”) for EUR 600,000 in relation to Cooperation Framework Agreement (“CFA”). In the event the Company fails to meet the performance milestones under the CFA, Covestro shall draw from the letter of credit with TD. The letter of credit was secured by restricted cash of CA$ 1,000,000 under a cash use agreement which has been recorded as long-term debt in the consolidated balance sheets. As of September 30, 2021, Covestro has issued certificates of reduction of $ 578,204 (EUR 375,000 ) to reduce the letter of credit after completion of certain performance milestones and an equal amount has been recorded as development revenue in the condensed consolidated interim statement of operations and comprehensive loss. As at September 30, 2021, the letter of credit has an outstanding amount of EUR 225,000 . b) During 2020, the Company signed a three-year supply deal with Covestro Deutschland AG, which provides early access to new photo-sensitive holographic film materials, the building block of MMI’s holographic product. This agreement will not only allow early access to Covestro’s R&D library of photopolymer films but will also accelerate MMI’s product development and speed of innovation. Target markets include photonics/optical filters and holographic optical elements, diffusers, laser eye protection, optical combiners, and AR (augmented reality) applications. c) During 2018, the Company arranged a guarantee/standby letter of credit with RBC in favor of Satair A/S for $ 500,000 in relation to an advance payment received. In the event the Company fails to deliver the product as per the contract or refuse to accept the return of the product as per the buyback clause of the contract or fails to repay the advance payment in accordance with the conditions of the agreement signed with Satair on September 18, 2018, Satair shall draw from the letter of credit with RBC. Borrowings from the letter of credit with RBC are repayable on demand. The letter of credit from RBC is secured by a performance security guarantee cover issued by Export Development of Canada. Further, this guarantee/standby letter of credit expires on October 5, 2021 . As at September 30, 2021, no amount has been drawn from the letter of credit with RBC. d) On December 8, 2016, the Company entered into a cooperation agreement with a large aircraft manufacturer to co-develop laser protection filters for space and aeronautical civil and military applications, METAAIR, and support the setup of manufacturing facilities for product certification and development. The cooperation agreement includes financial support provided to the Company in the form of non-recurring engineering costs of up to $ 4,000,000 to be released upon agreement of technical milestones in exchange for a royalty fee due by the Company on gross profit after sales and distribution costs. The total royalty fee to be paid may be adjusted based on the timing of the Company’s sales and the amount ultimately paid to the Company by large aircraft manufacturer to support the development. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 22. Subsequent events Subsequent to September 30, 2021, 136,964 stock options and 22,324 broker warrants were exercised. On August 5, 2021, the Company announced the signing of a definitive agreement to indirectly acquire Nanotech Security Corp. (“Nanotech”). Subject to the terms and conditions of the definitive agreement, a wholly-owned subsidiary of META will purchase 100 % of Nanotech’s common stock at CA$ 1.25 per share. In addition, Nanotech will repurchase restricted share units (“RSU”) to acquire 538,516 shares (subsequently determined to be 303,391 shares as of the transaction closing on October 5, 2021) of Nanotech common stock at a purchase price of CA$ 1.25 per RSU and in-the-money options to acquire 4,579,000 shares (subsequently determined to be 4,359,000 shares as of the transaction closing on October 5, 2021) of Nanotech common stock at a purchase price equal to CA$ 1.25 per option less the exercise price thereof. The consideration payable to securityholders under the arrangement will be payable in cash resulting in an estimated total purchase price of CA$ 90.8 million. The Company has completed the acquisition of Nanotech Security Corp. (“NTS”) on October 5, 2021 . Due to the timing of when the transaction closed, there remains insufficient information available to management to be able to complete the initial accounting for the business combination, and as such, the provisional purchase price allocation has not been disclosed. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation —These unaudited condensed consolidated interim financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s fiscal year-end is December 31. These unaudited condensed consolidated interim financial statements do not include all of the information and notes required by US GAAP for annual financial statements. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2020 and 2019, filed with the Securities and Exchange Commission (“SEC”) on Form 8-K/A on August 17, 2021. |
Functional and reporting currency | Functional and reporting currency —Items included in the condensed consolidated interim financial statements of each of the Company and its subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The condensed consolidated interim financial statements are presented in US Dollars, which is the Company’s reporting currency. transactions and balances - Foreign currency transactions are measured into the functional currency using the exchange rates prevailing at the dates of the associated transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the measurement at quarter end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of operations. translation - The results and financial position of all subsidiaries that have a functional currency different from the presentation currency are translated into the presentation currency as follows: Company’s assets and liabilities are translated at the closing rate at the date of the balance sheet; Company’s income and expenses are translated at average exchange rates; Company’s all resulting exchange differences are recognized in other comprehensive income, a separate component of equity. |
Principles of consolidation | Principles of consolidation - These condensed consolidated interim financial statements include all of the accounts of Torchlight Energy Resources, Inc. and its wholly owned subsidiaries: Torchlight Energy, Inc., Torchlight Energy Operating, LLC, Hudspeth Oil Corporation, and Torchlight Hazel LLC. as well as Metamaterial Exchangeco Inc., 2798831 Ontario Inc. (“Callco”), Metamaterial Inc., Metamaterial Technologies Canada Inc., Metamaterial Technologies USA Inc., Medical Wireless Sensing Limited, Lamda Guard Inc., Lamda Lux Inc., and Lamda Solar Inc. (the “Subsidiaries”). All intercompany balances and transactions have been eliminated upon consolidation. |
Use of estimates | Use of estimates - The preparation of the condensed consolidated interim financial statements in conformity with US GAAP requires management to make estimates and certain assumptions that affect the amounts reported in these condensed consolidated interim financial statements and accompanying notes. Actual results could differ from these estimates. Significant items subject to such estimates and assumptions include the valuation of financial instruments measured at fair value, goodwill impairment, lease liabilities and right-of-use assets, and stock-based compensation. |
Assets Held for Sale | Assets Held for Sale - Assets held for sale are measured at the lower of their carrying amount or fair value less cost to sell. See Note 3 for further discussion of assets held for sale. |
Goodwill | Goodwill - Goodwill represents the excess of the purchase price of all acquisitions over the estimated fair value of the net assets acquired. The Company evaluates goodwill for impairment at least annually or more frequently whenever events or changes in circumstances indicate that the asset may be impaired, or in the case of goodwill, the fair value of the reporting unit is below its carrying amount. When impairment indicators are identified, the Company compares the reporting unit’s fair value to its carrying amount, including goodwill. An impairment loss is recognized as the difference, if any, between the reporting unit’s carrying amount and its fair value, to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit. |
Other Significant Accounting Policies | Other significant accounting policies - Other than Assets held for sale and goodwill, the Company’s accounting policies have not materially changed during the nine months ended September 30, 2021 from those disclosed in the consolidated financial statements for the year ended December 31, 2020 filed in Form 8-K/A. |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements ASU 2019-12 – Income Taxes (ACS 740) Effective January 1, 2021 , the Company adopted ASU 2019-12 on a prospective basis. The new standard was issued in December 2019 with the intent of simplifying the accounting for income taxes. The accounting update removes certain exceptions to the general principles in ASC 740 Income Taxes and provides simplification by clarifying and amending existing guidance. The adoption of this ASU did not have a material impact on the Company's condensed consolidated interim financial statements. ASU 2020-09 – Debt (ACS 470) In October 2020, the FASB issued ASU 2020-09, Debt- Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762 (“ASU 2020-09”). The amendments in ASU 2020-09 amend rules focused on the provision of material, relevant, and decision-useful information regarding guarantees and other credit enhancements and eliminate prescriptive requirements that have imposed unnecessary burdens and incentivized issuers of securities with guarantees and other credit enhancements to offer and sell those securities on an unregistered basis. The adopted amendments relate to the financial disclosure requirements for guarantors and issuers of guaranteed securities registered or being registered in Rule 3-10 of Regulation S-X, and affiliates whose securities collateralize securities registered or being registered in Rule 3-16 of Regulation S-X. The amendments in ASU 2020-09 are effective for public business entities for annual periods beginning after December 15, 2020. The Company has evaluated the provisions of ASU 2020-09 and noted no material impact on the Company's condensed consolidated interim financial statements or disclosures from the adoption of this ASU. ASU 2020-10 – Codification improvements In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which updated various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. The amendments in ASU 2020-10 are effective for annual periods beginning after December 15, 2020, for public business entities. The Company adopted ASU 2020-10 on January 1, 2021 and its adoption did not have a material effect on the Company's condensed consolidated interim financial statements and related disclosures. |
Reverse Take-Over Transaction_2
Reverse Take-Over Transaction (Torchlight RTO) (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Take Over Transaction [Abstract] | |
Summary of Purchase Price Consideration to Assets Acquired, Based On Fair Values | The following table summarizes the preliminary allocation of the purchase price to the assets acquired on a relative fair value basis: Amount ($) Fair value of deemed issuance of MMI’s stock – Common Stock 82,814 Fair value of deemed issuance of MMI’s stock – Additional paid in capital 357,206,830 Fair value of Torchlight’s outstanding warrants – Additional paid in capital 2,943,370 Fair value of Torchlight’s outstanding options – Additional paid in capital 9,397,988 Total Effect on Equity 369,631,002 Effective settlement of notes payable by MMI to Torchlight 1 ( 11,322,637 ) Preferred stock liability 2 77,906,354 436,214,719 Net assets (liabilities) of Torchlight: Cash and cash equivalents 146,954,733 Other assets 354,662 Oil and natural gas properties 2 72,797,392 Accounts payable ( 2,698,650 ) Other liabilities ( 21,937 ) Goodwill 3 218,828,519 436,214,719 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | Inventory consists of photosensitive materials, lenses, laser protection film and finished eyewear, and is comprised of the following: September 30, 2021 December 31, 2020 $ $ Raw materials 271,364 378,265 Supplies 13,891 14,414 Work in process 64,905 69,381 Finished goods 8,804 1,322 Total inventory 358,964 463,382 |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property, plant and equipment consist of the following: Useful life September 30, 2021 December 31, 2020 (years) $ $ Computer equipment 3 - 5 246,854 163,856 Computer software 1 258,614 256,554 Manufacturing equipment 2 - 5 8,150,928 6,645,986 Office furniture 5 - 7 129,736 99,234 Enterprise Resource Planning software 5 210,105 210,254 Assets under construction N/A 4,653,338 424,393 13,649,575 7,800,277 Accumulated depreciation and impairment ( 6,123,586 ) ( 5,039,106 ) 7,525,989 2,761,171 |
Unsecured Convertible Promiss_2
Unsecured Convertible Promissory Notes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Commercial Paper Roll Forward | Nine months ended Year ended September 30, 2021 December 31, 2020 $ $ Bridge loan Torchlight Total Bridge loan Torchlight Total Beginning balance 538,020 665,215 1,203,235 — — — Issued 3,963,386 10,000,000 13,963,386 378,042 1,000,000 1,378,042 Interest accrued 17,804 329,965 347,769 2,698 12,701 15,399 Fair value loss (gain) 19,163,417 333,947 19,497,364 139,609 ( 354,839 ) ( 215,230 ) Unrealized fair value loss (gain) due to own credit risk — ( 5,554 ) ( 5,554 ) — 14,132 14,132 Unrealized foreign currency exchange gain — ( 258,480 ) ( 258,480 ) — ( 23,849 ) ( 23,849 ) Foreign currency translation adjustment ( 26,262 ) 257,544 231,282 17,671 17,070 34,741 Conversion to common stock ( 23,656,365 ) — ( 23,656,365 ) — — — Elimination pursuant to Torchlight RTO (note 3) — ( 11,322,637 ) ( 11,322,637 ) — — — Ending balance — — — 538,020 665,215 1,203,235 |
Schedule of Commercial Paper | Tranche 1 Tranche 2 Tranche 3 Face value of notes issued $ 500,000 $ 500,000 $ 10,000,000 Issuance date September 20, 2020 December 16, 2020 February 18, 2021 Maturity date September 20, 2022 December 16, 2022 February 18, 2022 Interest rate 8 % 8 % 8 % Conversion price CA$ 0.35 CA$ 0.62 CA$ 2.80 |
Secured Convertible Debentures
Secured Convertible Debentures (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Secured Convertible Debentures | Nine months ended Year ended September 30, 2021 December 31, 2020 $ $ Beginning balance 5,545,470 — Issued — 3,630,019 Interest accrued 121,860 508,757 Interest paid ( 64,528 ) ( 285,154 ) Fair value loss 16,408,482 511,699 Fair value loss—own credit — 865,280 Foreign currency translation adjustment 107,498 314,869 Conversion to common stock ( 22,118,782 ) — Ending balance — 5,545,470 |
Unsecured Convertible Debentu_2
Unsecured Convertible Debentures (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Instruments [Abstract] | |
Summary of Unsecured Convertible Debentures | Unsecured convertible debentures (the “Unsecured Debentures”) consist of the following: Nine months ended Year ended September 30, 2021 December 31, 2020 $ $ Beginning balance 1,825,389 585,267 Issued — 693,784 Interest accrued 23,660 147,304 Fair value loss 3,914,931 189,708 Fair value loss due to own credit risk — 154,347 Foreign currency translation adjustment 5,495 54,979 Conversion to common stock ( 5,769,475 ) — Ending balance — 1,825,389 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long Team Debt | September 30, December 31, $ $ ACOA Business Development Program (“BDP”) 2012 interest-free loan 1 with a maximum contribution of CA$ 500,000 , repayable in monthly repayments commencing October 1, 2015 of CA$ 5,952 until June 1, 2023 . Loan repayments were temporarily paused effective April 1, 2020 until January 1, 2021 as a result of the COVID-19 outbreak. As at September 30, 2021, the amount drawn down on the loan, net of repayments, is CA$ 125,000 (2020 - CA$ 178,571 ). 92,606 129,384 ACOA Atlantic Innovation Fund (“AIF”) 2015 interest-free loan 1,2 with a maximum contribution of CA$ 3,000,000 . Annual repayments, commencing June 1, 2021 , are calculated as a percentage of gross revenue for the preceding fiscal year, at Nil when gross revenues are less than CA$ 1,000,000 , 5 % when gross revenues are less than CA$ 10,000,000 and greater than CA$ 1,000,000 , and CA$ 500,000 plus 1 % of gross revenues when gross revenues are greater than CA$ 10,000,000 . As at September 30, 2021, the amount drawn down on the loan is CA$ 3,000,000 (2020 - CA$ 3,000,000 ). 1,649,461 1,458,954 ACOA BDP 2018 interest-free loan 1,3 with a maximum contribution of CA$ 3,000,000 , repayable in monthly repayments commencing June 1, 2021 of CA$ 31,250 until May 1, 2029 . As at September 30, 2021, the amount drawn down on the loan, net of repayments, is CA$ 2,875,000 (2020 - CA$ 3,000,000 ). 1,336,370 1,285,307 ACOA BDP 2019 interest-free loan1 with a maximum contribution of CA$ 100,000 , repayable in monthly repayments commencing June 1, 2021 of CA$ 1,400 until May 1, 2027 . As at September 30, 2021, the amount drawn down on the loan, net of repayments, is CA$ 94,444 (2020 - CA$ 62,165 ). 42,888 30,138 ACOA Regional Relief and Recovery Fund (“RRRF”) 2020 interest-free loan with a maximum contribution of CA$ 390,000 , repayable on monthly repayments commencing April 1, 2023 of CA$ 11,000 until April 1, 2026 . As at September 30, 2021, the amount drawn down on the loan is CA$ 390,000 (2020 - $ Nil ). 109,536 — CAIXA Capital loan bearing interest at 6-month EURIBOR rate plus 4 % interest spread. The loan principal and interest are fully repayable on January 15, 2025 . On March 12, 2021, the principal loan balance with outstanding interest totaling $ 209,506 (EUR 171,080 ) was converted into MMI common stock at $ 3.87 per share 4 . Pursuant to the conversion, CAIXA Capital was issued 67,597 MMI common shares. — 130,265 3,230,861 3,034,048 Less: current portion 532,346 290,544 2,698,515 2,743,504 1 The Company was required to maintain a minimum balance of positive equity throughout the term of the loan. However, on November 14, 2019, ACOA waived this requirement for the period ending June 30, 2019 and for each period thereafter until the loan is fully repaid. 2 The carrying amount of the ACOA AIF loan is reviewed each reporting period and adjusted as required to reflect management’s best estimate of future cash flows, discounted at the original effective interest rate. 3 A portion of the ACOA BDP 2018 loan was used to finance the acquisition and construction of manufacturing equipment resulting in $ 425,872 was recorded as deferred government assistance, which is being amortized over the useful life of the associated equipment. The Company recorded the amortization expense for the nine months ended September 30, 2021 of $ 107,538 (nine months ended September 30, 2020—$ 100,968 ) as government assistance in the condensed consolidated interim statements of operations and comprehensive loss. 4 MMI has recognized the common stock issued in the consolidated statements of changes in stockholders’ equity at fair value at time of conversion to be $ 221,842 and recorded the difference of $ 88,763 between the fair value of the common stock and the carrying value of the long-term debt as loss on debt settlement in the condensed consolidated interim statements of operations and comprehensive loss. |
Capital Stock (Tables)
Capital Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Class of Warrant or Right [Line Items] | |
Summary of Changes in Warrant | The following table summarizes the changes in warrants of the Company: Nine months ended Year ended September 30, 2021 December 31, 2020 Number of Number of warrants 1 Amount 1 warrants 1 Amount 1 # $ # $ Balance, beginning of period 3,046,730 402,883 1,590,866 132,299 Issued 2,153,500 3,831,124 1,455,864 166,916 Adjustment to 2019 warrants — — — 103,668 Exercised ( 291,036 ) ( 41,242 ) — — Fair value of deemed issuance to Torchlight 426,639 2,943,370 — — Balance, end of period 5,335,833 7,136,135 3,046,730 402,883 1 All references to numbers of warrants have been retroactively restated to reflect as if Torchlight RTO had taken place as of the beginning of the earliest period presented. The numbers of warrants issued pre-CPM RTO have been divided by 2 , multiplied by the 2.75 CPM conversion ratio and the 1.845 Torchlight conversion ratio. There were no warrants issued post CPM RTO except for Torchlight warrants |
Summary of Changes in Broken Warrant | The following table summarizes the changes in broker warrants of the Company: Nine months ended Year ended September 30, 2021 December 31, 2020 Number of Number of warrants 1 Amount 1 warrants 1 Amount 1 # $ # $ Balance, beginning of period 97,542 16,144 — — Issued — — 97,542 16,144 Exercised ( 61,331 ) ( 10,892 ) — — Balance, end of period 36,211 5,252 97,542 16,144 1 All references to numbers of broker warrants have been retroactively restated to reflect the number of stock of the legal parent (accounting acquiree) issuable following the reverse acquisition. The numbers of broker warrants issued pre-CPM RTO have been multiplied by the 2.75 CPM conversion ratio and the 1.845 Torchlight conversion ratio. There were no broker warrants issued post CPM RTO. |
Summary of Option Pricing Model | The fair value of warrants and broker warrants that were issued and estimated using the Black-Scholes option pricing model have the following inputs and assumptions: Nine months ended Year ended September 30, 2021 December 31, 2020 Risk free interest rate 0.45 % - 0.98 % 0.80 % - 1.43 % Expected volatility 92 % 134 % Expected dividend yield 0 % 0 % Expected forfeiture rate 0 % 0 % Common stock price 5.31 1.70 Exercise price per common stock $ 0.85 - $ 4.50 $ 1.70 - $ 2.475 Expected term of warrants 2.20 - 5 years 2 years The fair value of warrants that were issued and estimated using the Monte Carlo Simulation have the following inputs and assumptions: Nine months ended September 30, 2021 Risk free interest rate 0.42 % Weighted average expected volatility 80 % Expected term of warrants 5 years |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of change in outstanding share DSU | The following table summarizes the change in outstanding DSUs of the Company: Nine months ended Year ended September 30, 2021 December 31, 2020 # 1 # 1 Outstanding, beginning of period 3,455,224 3,977,820 Converted into common stock — ( 522,596 ) Outstanding, end of period 3,455,224 3,455,224 |
Summary of equity instruments other than options DSU shares outstanding | Information concerning units outstanding is as follows: September 30, 2021 December 31, 2020 Issue price Number of units 1 Number of units 1 CA$ 0.27 3,348,675 3,348,675 CA$ 0.51 106,549 106,549 3,455,224 3,455,224 1 All references to numbers of DSUs have been retroactively restated to reflect as if the Torchlight RTO had taken place as of the beginning of the earliest period presented. The numbers of DSUs issued pre-CPM RTO have been multiplied by the 2.75 CPM conversion ratio and the 1.845 Torchlight conversion ratio. There were no DSUs issued post-CPM RTO. |
Summary of stock-based compensation expenses | Total stock-based compensation expense included in the condensed consolidated interim statements of operations was as follows: Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Selling & Marketing 5,976 15,616 26,935 53,267 General & Administrative 93,453 266,338 434,135 729,688 Research & Development 101,347 112,913 383,489 261,508 200,776 394,867 844,559 1,044,463 |
Summary of change in share outstanding options | The following table summarizes the change in outstanding stock options of the Company: Weighted Nine months Weighted Year average ended average ended exercise September 30, exercise December 31, stock Number of stock Number of Outstanding, beginning of period CA$ 0.33 24,477,507 CA$ 0.33 14,502,303 Issued to CPM executives and directors pursuant to CPM RTO — CA$ 0.19 1,291,500 Granted — CA$ 0.34 13,402,080 Exercised CA$ 0.34 ( 1,340,292 ) — Forfeited CA$ 0.34 ( 65,201 ) CA$ 0.34 ( 2,627,510 ) Expired — CA$ 0.27 ( 2,090,866 ) Fair value of deemed issuance to Torchlight US$ 1.75 1,500,000 — Outstanding, end of period CA$ 0.44 24,572,014 CA$ 0.33 24,477,507 |
Summary of stock options outstanding | Below is a summary of the outstanding options as at September 30, 2021: Exercise price Number outstanding 1 Number exercisable 1 CA$ 0.34 22,194,902 12,951,468 CA$ 0.15 558,112 558,113 CA$ 0.19 369,000 369,000 US$ 2.00 1,125,000 1,125,000 US$ 1.00 325,000 325,000 24,572,014 15,328,581 Below is a summary of the outstanding options as at December 31, 2020: Exercise price Number outstanding 1 Number exercisable 1 CA$ 0.34 23,550,394 9,636,758 CA$ 0.15 558,113 558,113 CA$ 0.19 369,000 369,000 24,477,507 10,563,871 1 All references to numbers of stock options have been retroactively restated to reflect as if the Torchlight RTO had taken place as of the beginning of the earliest period presented. The numbers of stock options issued pre-CPM RTO have been multiplied by the 2.75 CPM conversion ratio and the 1.845 Torchlight conversion ratio. The numbers of stock options issued post CPM RTO have been multiplied by the 1.845 Torchlight conversion ratio. |
Summary of fair value grant using weighted-average assumptions | The fair value of options granted was estimated at the grant date using the following weighted-average assumptions: Nine months ended Year ended September 30, 2021 December 31, 2020 Dividend yield [%] — — Volatility 84 % 52 %- 134 % Risk-free interest rate 0.73 % 0.73 % Expected term (in years) 1 year 7.48 years |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary Of Deferred Tax Expense Benefit | The Company recorded the following deferred tax recovery for the three and nine months ended September 30, 2021 and 2020 as follows: Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Deferred tax recovery 83,657 33,304 186,183 87,651 |
Net loss per share (Tables)
Net loss per share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary Basic and Diluted Net Loss Per Share | The following table sets forth the calculation of basic and diluted net loss per share during the periods presented: Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Numerator: Net loss ( 11,425,248 ) ( 2,581,204 ) ( 61,467,070 ) ( 5,815,233 ) Denominator: Weighted-average shares, basic 280,080,786 155,913,202 216,135,190 131,557,607 Weighted-average shares, diluted 280,080,786 155,913,202 216,135,190 131,557,607 Net loss per share Basic ( 0.04 ) ( 0.02 ) ( 0.28 ) ( 0.04 ) Diluted ( 0.04 ) ( 0.02 ) ( 0.28 ) ( 0.04 ) |
Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive shares were not included in the calculation of diluted shares above as the effect would have been anti-dilutive: Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Convertible debt - 10,423,477 - 10,423,477 Options 24,572,014 19,885,297 24,572,014 19,885,297 Warrants 5,372,044 3,144,272 5,372,044 3,144,272 DSUs 3,455,224 3,455,224 3,455,224 3,455,224 33,399,282 36,908,270 33,399,282 36,908,270 |
Additional Cash Flow Informat_2
Additional Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary Of Cash Flow, Operating Capital | The net changes in non-cash working capital balances related to operations consist of the following: Nine months ended Nine months ended September 30, 2021 September 30, 2020 $ $ Grants receivable 38,544 ( 185,606 ) Inventory 103,831 ( 129,407 ) Other receivables ( 73,436 ) 25,583 Prepaid expenses ( 1,342,530 ) ( 73,946 ) Other current assets ( 598,307 ) 118,626 Trade payables ( 258,128 ) ( 1,302,225 ) Due from (to) related party ( 24,889 ) ( 9,349 ) Operating lease Right-of-use Asset 408,430 - Operating lease liabilities ( 18,382 ) - ( 1,764,867 ) ( 1,556,324 ) |
Fair value measurements (Tables
Fair value measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Financial Instruments Disclosure [Abstract] | |
Summary of Fair Value of Financial Instruments | September 30, 2021 December 31, 2020 Carrying value Fair value Carrying value Fair value Financial liability $ $ $ $ Funding obligation 868,169 617,264 776,884 571,839 Operating lease liabilities 2,753,990 1,605,511 270,581 270,641 Long-term debt 3,230,861 2,404,297 3,034,048 2,734,931 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue Disaggregated | Revenue is disaggregated as follows: Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Product sales 297,431 982 321,431 2,904 Contract revenue 1 275,181 158,096 1,229,648 464,234 Other development revenue — 39,097 242,156 381,720 Development revenue 275,181 197,193 1,471,804 845,954 572,612 198,175 1,793,235 848,858 1 Contract revenue represents previously recorded deferred revenue that was recognized as revenue after satisfaction of performance obligations either through passage of time or after completion of specific performance milestones. Refer to note 18 for outstanding contracts. |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Revenue Disclosure [Abstract] | |
Summary Of Deferred Revenue | Deferred revenue consists of the following: September 30, 2021 December 31, 2020 $ $ Covestro - Cooperation Framework 272,288 — Satair A/S-exclusive rights 739,568 815,310 Satair A/S-advance against PO 488,502 488,847 LM Aero-MetaSOLAR commercialization 230,600 646,135 US Deferred Revenue 75,000 75,000 Innovate UK-R&D tax credit 18,486 18,778 1,824,444 2,044,070 Less current portion 1,186,885 1,239,927 637,559 804,143 |
(Loss) Gain on financial inst_2
(Loss) Gain on financial instruments, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of (Loss) Gain on Financial Instruments, Net | Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Loss on secured convertible promissory notes — — — ( 5,235 ) Loss on unsecured convertible promissory notes – Bridge loan — — ( 19,163,417 ) — Gain (Loss) on unsecured convertible promissory notes – Torchlight notes — 8,284 ( 343,197 ) 8,284 Gain (Loss) on secured convertible debentures — ( 96,931 ) ( 16,957,029 ) 685,792 Gain (Loss) on unsecured convertible debentures — ( 29,808 ) ( 4,076,448 ) 478,469 — ( 118,455 ) ( 40,540,091 ) 1,167,310 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Summary Of Future Minimum Payments Under Non-cancelable Operating Lease Obligations | Future minimum payments under non-cancelable operating lease obligations were as follows as of September 30, 2021: Remainder of 2021 170,660 2022 766,674 2023 760,951 2024 741,064 2025 764,748 Thereafter 1,935,263 Total minimum lease payments 5,139,360 Less: interest ( 2,385,370 ) Present value of net minimum lease payments 2,753,990 Less: current portion of lease liabilities ( 330,867 ) Total long-term lease liabilities 2,423,123 |
Summary of Operating Lease Expense | Total operating lease expense included in the condensed consolidated interim statements of operations and comprehensive loss is as follows: Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Operating lease expense 196,547 69,455 515,084 207,808 |
Corporate Information - Additio
Corporate Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021 | |
Arrangement Agreement [Member] | Torchlight [Member] | |
Date of acquisition agreement | Dec. 14, 2020 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) | Sep. 30, 2021 |
ASU 2019-12 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2021 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
ASU 2020-10 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2021 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
Reverse Take-Over Transaction_3
Reverse Take-Over Transaction (Torchlight RTO) - Summary of Purchase Price to Assets Acquired, On Relative Fair Values Basis (Detail) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Business Acquisition [Line Items] | |
Fair value of deemed issuance of MMI's stock | $ 436,214,719 |
Total Effect on Equity | 369,631,002 |
Effective settlement of notes payable by MMI to Torchlight | (11,322,637) |
Preferred stock liability | 77,906,354 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |
Goodwill | 218,828,518 |
Torchlight [Member] | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |
Cash and cash equivalents | 146,954,733 |
Other assets | 354,662 |
Accounts payable | (2,698,650) |
Other liabilities | (21,937) |
Goodwill | 218,828,519 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 436,214,719 |
Torchlight [Member] | Oil And Natural Gas Properties [Member] | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |
Oil and natural gas properties | 72,797,392 |
Common Stock [Member] | |
Business Acquisition [Line Items] | |
Fair value of deemed issuance of MMI's stock | 82,814 |
Additional Paid-in Capital [Member] | |
Business Acquisition [Line Items] | |
Fair value of deemed issuance of MMI's stock | 357,206,830 |
Additional Paid-in Capital [Member] | Torchlight [Member] | |
Business Acquisition [Line Items] | |
Fair value of Torchlight's outstanding warrants – Additional paid in capital | 2,943,370 |
Fair value of Torchlight's outstanding options – Additional paid in capital | $ 9,397,988 |
Reverse Take-Over Transaction_4
Reverse Take-Over Transaction (Torchlight RTO) - Additional Information (Detail) | Jun. 28, 2021USD ($)$ / sharesshares | Jun. 25, 2021shares | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Jun. 11, 2021$ / sharesshares | Dec. 31, 2020$ / shares |
Business Acquisition [Line Items] | |||||||
Common stock, shares par value | $ / shares | $ 0.001 | $ 0.001 | $ 0 | ||||
Goodwill | $ 218,828,518 | $ 218,828,518 | |||||
Proforma Business acquisition increase in Revenue | 5,977 | $ 191,819 | |||||
Proforma Business acquisition in increase in loss | $ 6,768,457 | $ 7,878,064 | |||||
Decrease in other assets | 146,761 | ||||||
Increase in accounts payable | 1,067,791 | ||||||
Increase in Goodwill | 1,214,552 | ||||||
Torchlight [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Reverse stock split ratio | 0.5 | ||||||
Business combination shares equity interest issued or issuable | shares | 44,885,634 | ||||||
Business acquisition share price | $ / shares | $ 7.96 | ||||||
Preferred stock shares authorized | shares | 10,000,000 | ||||||
Expected costs in maintaining and selling the assets | $ 5,000,000 | ||||||
Goodwill | 218,828,519 | 218,828,519 | |||||
Business Acquisition Percentage Of Voting Interests Acquired | 70.00% | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 357,289,644 | ||||||
Torchlight [Member] | Commercial Paper [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Separately Recognized Transactions, Liabilities Recognized | $ 11,000,000 | $ 11,000,000 | |||||
Increase In The Authorized Number Of Shares [Member] | Torchlight [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Preferred stock shares authorized | shares | 200,000,000 | ||||||
Preferred stock par or stated value per share | $ / shares | $ 0.001 | ||||||
Meta [Member] | Torchlight [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination shares equity interest issued or issuable | shares | 196,968,803 | ||||||
Business combination total consideration transferred value | 436,214,719 | ||||||
Business combination Portion of the total consideration transferred | 436,200,000 | ||||||
Business combination recognized identifiable assets acquired and liabilities assumed net | 217,400,000 | ||||||
Goodwill | $ 218,800,000 | ||||||
Former Security Holders Of Meta [Member] | Resulting Issuer [Member] | Meta [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Equity method investment, ownership percentage | 70.00% | 70.00% | |||||
Holders Of Torchlight [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Reverse stock split ratio | 0.5 | ||||||
Arrangement Agreement [Member] | Torchlight [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Date of acquisition agreement | Dec. 14, 2020 | ||||||
Arrangement Agreement [Member] | Meta [Member] | As Part Of Conversion [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, conversion basis | 1.845 | ||||||
Common stock, shares par value | $ / shares | $ 0.001 | $ 0.001 | |||||
Series A Preferred Stock [Member] | Holders Of Torchlight [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Basis for preference dividend declaration | one-for-one basis | ||||||
Series A Non Voting Preferred Stock [Member] | Holders Of Torchlight [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Dividend record date | Jun. 25, 2021 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 16, 2021 | Mar. 12, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Due from related party, current | $ 64,708 | ||||
Due to related party, current | $ 245,467 | ||||
Common Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period for conversion of related party debt, Shares | [1] | 150,522 | |||
Lamda Guard Technologies Ltd LGTL [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due from related party, current | $ 64,708 | 0 | |||
Due to related party, current | $ 245,467 | ||||
Lamda Guard Technologies Ltd LGTL [Member] | Conversion Of Related Party Amount Into Shares [Member] | |||||
Related Party Transaction [Line Items] | |||||
Conversion of stock, Amount converted | $ 290,230 | ||||
Adjustments to shares issued for conversion of related party debt | $ 64,245 | ||||
Lamda Guard Technologies Ltd LGTL [Member] | Conversion Of Related Party Amount Into Shares [Member] | Common Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock issued during period for conversion of related party debt, Shares | 81,584 | 225,986 | |||
Shares issued price per share | $ 4.51 | $ 4.51 | |||
Percentage of premium on share price | 10.00% | ||||
Share price | $ 4.10 | ||||
Directors [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to related party, current | $ 0 | ||||
[1] | Retroactively restated from the earliest period presented for the Torchlight RTO (“Reverse acquisition”) and CPM RTO (“Reverse Recapitalization”) as described in Note 3 |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 271,364 | $ 378,265 |
Supplies | 13,891 | 14,414 |
Work in process | 64,905 | 69,381 |
Finished goods | 8,804 | 1,322 |
Total inventory | $ 358,964 | $ 463,382 |
Property, plant and equipment_3
Property, plant and equipment, net - Schedule of Property and Equipment (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 13,649,575 | $ 7,800,277 |
Accumulated depreciation and impairment | (6,123,586) | (5,039,106) |
Property, Plant and Equipment, Net | 7,525,989 | 2,761,171 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 246,854 | 163,856 |
Computer equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Computer equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 258,614 | 256,554 |
Property, Plant and Equipment, Useful Life | 1 year | |
Manufacturing equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 8,150,928 | 6,645,986 |
Manufacturing equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Manufacturing equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 2 years | |
Office furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 129,736 | 99,234 |
Office furniture [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Office furniture [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Enterprise Resource Planning software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 210,105 | 210,254 |
Property, Plant and Equipment, Useful Life | 5 years | |
Assets under construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 4,653,338 | $ 424,393 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 379,824 | $ 372,726 | $ 1,103,651 | $ 1,184,772 |
Unsecured Convertible Promiss_3
Unsecured Convertible Promissory Notes - Schedule of Commercial Paper Roll Forward (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule Of Commercial Paper Roll Forward [Line Items] | ||
Beginning balance | $ 1,203,235 | |
Ending balance | $ 1,203,235 | |
Commercial Paper [Member] | ||
Schedule Of Commercial Paper Roll Forward [Line Items] | ||
Beginning balance | 1,203,235 | 0 |
Issued | 13,963,386 | 1,378,042 |
Interest accrued | 347,769 | 15,399 |
Fair value loss (gain) | 19,497,364 | (215,230) |
Unrealized fair value loss (gain) due to own credit risk | (5,554) | 14,132 |
Unrealized foreign currency exchange gain | (258,480) | (23,849) |
Foreign currency translation adjustment | 231,282 | 34,741 |
Conversion to common stock | (23,656,365) | 0 |
Elimination pursuant to Torchlight RTO | (11,322,637) | |
Ending balance | 0 | 1,203,235 |
Bridge Loan [Member] | Commercial Paper [Member] | ||
Schedule Of Commercial Paper Roll Forward [Line Items] | ||
Beginning balance | 538,020 | 0 |
Issued | 3,963,386 | 378,042 |
Interest accrued | 17,804 | 2,698 |
Fair value loss (gain) | 19,163,417 | 139,609 |
Unrealized fair value loss (gain) due to own credit risk | 0 | 0 |
Foreign currency translation adjustment | (26,262) | 17,671 |
Conversion to common stock | (23,656,365) | 0 |
Ending balance | 0 | 538,020 |
Torchlight [Member] | Commercial Paper [Member] | ||
Schedule Of Commercial Paper Roll Forward [Line Items] | ||
Beginning balance | 665,215 | 0 |
Issued | 10,000,000 | 1,000,000 |
Interest accrued | 329,965 | 12,701 |
Fair value loss (gain) | 333,947 | (354,839) |
Unrealized fair value loss (gain) due to own credit risk | (5,554) | 14,132 |
Unrealized foreign currency exchange gain | (258,480) | (23,849) |
Foreign currency translation adjustment | 257,544 | 17,070 |
Elimination pursuant to Torchlight RTO | (11,322,637) | |
Ending balance | $ 0 | $ 665,215 |
Unsecured Convertible Promiss_4
Unsecured Convertible Promissory Notes - Schedule of Commercial Paper Roll Forward (Parenthetical) (Detail) | Mar. 03, 2021USD ($) | Feb. 16, 2021USD ($)shares | Nov. 30, 2020CAD ($)$ / shares | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Feb. 16, 2021$ / shares | Sep. 15, 2020USD ($) |
Short-term Debt [Line Items] | |||||||
Fair value gain loss due to fair value option measurement | $ 16,408,482 | ||||||
Bridge Loan [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt instrument conversion price | $ / shares | $ 0.50 | ||||||
Bridge Loan [Member] | Minimum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Long term debt maturity date | Mar. 28, 2021 | ||||||
Bridge Loan [Member] | Commitment Letter [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt instrument conversion price | $ / shares | $ 0.50 | ||||||
Fair value gain loss due to fair value option measurement | $ 139,609 | ||||||
Amount of debt instrument converted | $ 4,361,930 | ||||||
Debt instrument conversion, Number of shares converted | shares | 20,391,239 | ||||||
Debt securities realized gain loss | $ 19,163,417 | ||||||
Line of credit facility, maximum borrowing capacity | $ 5,500,000 | ||||||
Proceeds from line of credit per month | $ 500,000 | ||||||
Line of credit facility, interest rate during period | 8.00% | ||||||
Bridge Loan [Member] | Commitment Letter [Member] | Recycled To Statements Of Operation [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Fair value gain loss attributable to instrument-specific credit risk in other comprehensive income | $ 23,656,365 | ||||||
Commercial Paper [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Fair value gain loss due to fair value option measurement | $ 525,920 | ||||||
Other comprehensive income loss financial liability fair value option unrealized gain loss arising during period after tax | 5,554 | (14,132) | |||||
Commercial Paper [Member] | Torchlight [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Fair value gain loss attributable to instrument-specific credit risk in other comprehensive income | 9,011 | ||||||
Fair value gain loss due to fair value option measurement | 191,973 | ||||||
Financial instruments fair value option total unrealized gain loss instrument specific credit risk | 197,527 | ||||||
Other comprehensive income loss financial liability fair value option unrealized gain loss arising during period after tax | $ 5,554 | $ (14,132) | |||||
Commercial Paper [Member] | Non Binding Letter Of Intent LOI [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt instrument face amount | $ 11,000,000 | ||||||
Short term debt, Bearing fixed interest percentage | 8.00% |
Unsecured Convertible Promiss_5
Unsecured Convertible Promissory Notes - Schedule of Commercial Paper (Detail) - 9 months ended Sep. 30, 2021 - Commercial Paper [Member] | $ / shares | USD ($) |
Debt Conversion Tranche One [Member] | ||
Schedule Of Commercial Paper [Line Items] | ||
Face value of notes issued | $ | $ 500,000 | |
Issuance date | Sep. 20, 2020 | |
Maturity date | Sep. 20, 2022 | |
Interest rate | 8.00% | |
Conversion price | $ / shares | $ 0.35 | |
Debt Conversion Tranche Two [Member] | ||
Schedule Of Commercial Paper [Line Items] | ||
Face value of notes issued | $ | $ 500,000 | |
Issuance date | Dec. 16, 2020 | |
Maturity date | Dec. 16, 2022 | |
Interest rate | 8.00% | |
Conversion price | $ / shares | $ 0.62 | |
Debt Conversion Tranche Three [Member] | ||
Schedule Of Commercial Paper [Line Items] | ||
Face value of notes issued | $ | $ 10,000,000 | |
Issuance date | Feb. 18, 2021 | |
Maturity date | Feb. 18, 2022 | |
Interest rate | 8.00% | |
Conversion price | $ / shares | $ 2.80 |
Secured Convertible Debenture_2
Secured Convertible Debentures - Schedule of Secured Convertible Debentures (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Schedule Of Convertible Debt Current Roll Forward [Line Items] | |||
Beginning balance | $ 5,545,470 | ||
Interest paid | (64,528) | $ (114,040) | |
Ending balance | $ 5,545,470 | ||
Secured Convertible Debentures [Member] | |||
Schedule Of Convertible Debt Current Roll Forward [Line Items] | |||
Beginning balance | 5,545,470 | ||
Issued | 3,630,019 | ||
Interest accrued | 121,860 | 508,757 | |
Interest paid | (64,528) | (285,154) | |
Fair value loss | 16,408,482 | 511,699 | |
Fair value loss--own credit | 865,280 | ||
Foreign currency translation adjustment | 107,498 | 314,869 | |
Conversion to common stock | $ (22,118,782) | ||
Ending balance | $ 5,545,470 |
Secured Convertible Debenture_3
Secured Convertible Debentures - Additional Information (Detail) | Mar. 03, 2021USD ($)shares | Feb. 16, 2021USD ($) | Apr. 03, 2020CAD ($)d$ / sharesshares | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 03, 2021$ / shares | Jun. 30, 2020 |
Debt Instrument [Line Items] | |||||||
Change in fair value attributable to instrument-specific credit risk of liabilities measured at fair value under the fair value option recognized in other comprehensive income | $ 3,914,931 | ||||||
Fair value gain loss on financial instruments recognized in earnings | $ 16,408,482 | ||||||
BDC Capital Inc [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Non compounding interest percentage payment in kind | 8.00% | ||||||
BDC Capital Inc [Member] | Reduced Rate of Interest [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Non compounding interest percentage payment in kind | 5.00% | ||||||
Maximum [Member] | BDC Capital Inc [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Percentage reduction in non compounding interest rate | 3.00% | ||||||
Secured Convertible Debentures [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Change in fair value attributable to instrument-specific credit risk of liabilities measured at fair value under the fair value option recognized in other comprehensive income | $ 511,699 | $ 511,699 | |||||
Fair value gain loss on financial instruments recognized in earnings | 865,280 | ||||||
Debt Instrument, Covenant Description | The secured debentures were subject to a covenant clause, whereby MMI is required to maintain a working capital ratio of no less than 3:1. | ||||||
Working capital ratio | 3:1 | ||||||
Financial instruments fair value option total unrealized gain loss instrument specific credit risk | $ 1,376,979 | ||||||
Secured Convertible Debentures [Member] | BDC Capital Inc [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument face amount | $ 5,000,000 | ||||||
Debt instrument maturity date | Oct. 31, 2024 | ||||||
Debt instrument fixed rate | 10.00% | ||||||
Secured Convertible Debentures [Member] | Conversion of Secured Debentures And PIK [Member] | Prospective Conversion Of Debt Into Equity [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt consecutive trading days | d | 20 | ||||||
Minimum trading volume of common shares per day for determining the conversion price | shares | 100,000 | ||||||
Secured Convertible Debentures [Member] | Conversion Of Secured Debentures [Member] | Actual Conversion Of Secured Debt Instruments [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument conversion price per share | $ / shares | $ 0.70 | ||||||
Debt instrument conversion converted instrument amount | $ 3,910,954 | ||||||
Debt Conversion, common Shares Issued | shares | 14,155,831 | ||||||
Reclassification out of accumulated other comprehehsive income into income statement on conversion into equity | $ 22,118,782 | ||||||
Secured Convertible Debentures [Member] | Minimum [Member] | Conversion of Secured Debentures And PIK [Member] | Prospective Conversion Of Debt Into Equity [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument conversion price per share | $ / shares | $ 0.70 | ||||||
Debt instrument convertible threshold percentage of stock price trigger | 100.00% | ||||||
Volume weighted average share price triggering conversion of debt instruments | $ / shares | $ 1.40 |
Unsecured Convertible Debentu_3
Unsecured Convertible Debentures - Summary of Unsecured Convertible Debentures (Detail) - Unsecured Convertible Debentures [Member] | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2019CAD ($) | |
Debt Instrument [Line Items] | ||||
Beginning balance | $ 1,825,389 | $ 585,267 | ||
Issued | 693,784 | $ 950,000 | $ 500,000 | |
Interest accrued | 23,660 | 147,304 | ||
Fair value loss | 3,914,931 | 189,708 | ||
Fair value loss due to own credit risk | 154,347 | |||
Foreign currency translation adjustment | 5,495 | 54,979 | ||
Conversion to common shares | $ (5,769,475) | |||
Ending balance | $ 1,825,389 |
Unsecured Convertible Debentu_4
Unsecured Convertible Debentures - Additional Information (Detail) | Mar. 03, 2021USD ($) | Feb. 16, 2021USD ($)shares | Dec. 10, 2019CAD ($) | Sep. 30, 2021d$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2019CAD ($) | Feb. 16, 2021$ / shares |
Debt Instrument [Line Items] | ||||||||
Other comprehensive income loss financial liability fair value option unrealized gain loss arising during period after tax | $ 3,914,931 | |||||||
Fair value option changes in fair value gain loss recognized in the income statement | $ 16,408,482 | |||||||
Unsecured Convertible Debentures [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance of unsecured debenture | $ 693,784 | $ 950,000 | $ 500,000 | |||||
Debt instrument fixed rate | 1.00% | |||||||
Maturity date | Apr. 30, 2025 | |||||||
Debt instrument conversion price | $ / shares | $ 0.70 | $ 0.70 | ||||||
Debt instrument convertible threshold percentage of stock price trigger | 80.00% | |||||||
Thershold trading days | d | 10 | |||||||
Debt Conversion, principal and accrued interest of Unsecured Debentures | $ 1,439,103 | $ 250,000 | ||||||
Debt conversion, common shares issued | shares | 5,105,338 | |||||||
Accumulated losses | $ 154,347 | |||||||
Financial instruments fair value option total unrealized gain loss instrument specific credit risk | 344,055 | |||||||
Other comprehensive income loss financial liability fair value option unrealized gain loss arising during period after tax | 154,347 | |||||||
Fair value option changes in fair value gain loss recognized in the income statement | $ 189,708 | |||||||
Stock issued during the period conversion of convertible securities net of adjustments | $ 5,769,475 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long Team Debt (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 3,230,861 | $ 3,034,048 |
Long-term Debt, Current Maturities | 532,346 | 290,544 |
Long-term Debt, Excluding Current Maturities | 2,698,515 | 2,743,504 |
ACOA Business Development Program ("BDP") 2012 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 92,606 | 129,384 |
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 1,649,461 | 1,458,954 |
ACOA BDP 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 1,336,370 | 1,285,307 |
ACOA BDP 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 42,888 | 30,138 |
ACOA Regional Relief and Recovery Fund ("RRRF") 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 109,536 | 0 |
CAIXA Capital loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 0 | $ 130,265 |
Long-Term Debt - Summary of L_2
Long-Term Debt - Summary of Long Team Debt (Parenthetical) (Detail) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021CAD ($)shares | Sep. 30, 2021EUR (€)shares | Sep. 30, 2020USD ($) | Sep. 30, 2020CAD ($) | Sep. 30, 2021CAD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020CAD ($) | |
Debt Instrument [Line Items] | ||||||||||
Revenues | $ 572,612 | $ 198,175 | $ 1,793,235 | $ 848,858 | ||||||
ACOA Business Development Program ("BDP") 2012 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt maturity date | Jun. 1, 2023 | Jun. 1, 2023 | Jun. 1, 2023 | |||||||
Debt annual principal repayments commencement date | Oct. 1, 2015 | Oct. 1, 2015 | Oct. 1, 2015 | |||||||
Maximum contribution | $ 500,000 | |||||||||
Principal periodic payment | $ 5,952 | |||||||||
Frequency of payment | monthly | monthly | monthly | |||||||
Amount drawn down | 125,000 | $ 178,571 | ||||||||
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt annual principal repayments commencement date | Jun. 1, 2021 | Jun. 1, 2021 | Jun. 1, 2021 | |||||||
Maximum contribution | 3,000,000 | |||||||||
Frequency of payment | Annual | Annual | Annual | |||||||
Long Term debt cumulative drawdown amount | $ 3,000,000 | 3,000,000 | ||||||||
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | Gross Revenues Are Less Than Canadian Dollar 1,000,000 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of annual principal repayments | 0.00% | 0.00% | 0.00% | |||||||
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | Gross Revenues Are Less Than Canadian Dollar 1,000,000 [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Revenues | $ 1,000,000 | |||||||||
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | Gross Revenues Are Less Than Canadian Dollar 10,000,000 And Greater Than Canadian Dollar 1,000,000 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of annual principal repayments | 5.00% | 5.00% | ||||||||
Revenues | $ 10,000,000 | |||||||||
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | Gross Revenues Are Less Than Canadian Dollar 10,000,000 And Greater Than Canadian Dollar 1,000,000 [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Revenues | 10,000,000 | |||||||||
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | Gross Revenue Are Greater Than Canadian Dollar 10,000,000 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal periodic payment | $ 500,000 | |||||||||
Percentage of variable annual principal repayment | 1.00% | 1.00% | ||||||||
Revenues | $ 1,000,000 | |||||||||
ACOA BDP 2018 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt maturity date | May 1, 2029 | May 1, 2029 | May 1, 2029 | |||||||
Debt annual principal repayments commencement date | Jun. 1, 2021 | Jun. 1, 2021 | Jun. 1, 2021 | |||||||
Maximum contribution | $ 3,000,000 | |||||||||
Principal periodic payment | $ 31,250 | |||||||||
Frequency of payment | monthly | monthly | monthly | |||||||
Deferred government assistance | $ 425,872 | $ 425,872 | ||||||||
Amortization of deferred government assistance | $ 107,538 | $ 100,968 | ||||||||
Long Term debt cumulative drawdown amount | $ 2,875,000 | 3,000,000 | ||||||||
ACOA BDP 2019 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt maturity date | May 1, 2027 | May 1, 2027 | May 1, 2027 | |||||||
Debt annual principal repayments commencement date | Jun. 1, 2021 | Jun. 1, 2021 | Jun. 1, 2021 | |||||||
Maximum contribution | $ 100,000 | |||||||||
Principal periodic payment | $ 1,400 | |||||||||
Frequency of payment | monthly | monthly | monthly | |||||||
Amount drawn down | $ 94,444 | $ 62,165 | ||||||||
ACOA Regional Relief and Recovery Fund ("RRRF") 2020 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt maturity date | Apr. 1, 2026 | Apr. 1, 2026 | Apr. 1, 2026 | |||||||
Debt annual principal repayments commencement date | Apr. 1, 2023 | Apr. 1, 2023 | Apr. 1, 2023 | |||||||
Maximum contribution | $ 390,000 | |||||||||
Principal periodic payment | $ 11,000 | |||||||||
Frequency of payment | monthly | monthly | monthly | |||||||
Amount drawn down | $ 390,000 | $ 0 | ||||||||
CAIXA Capital loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt maturity date | Jan. 15, 2025 | Jan. 15, 2025 | Jan. 15, 2025 | |||||||
Base rate | 4.00% | 4.00% | 4.00% | |||||||
Debt Conversion, principal and accrued interest oustanding | $ 209,506 | € 171,080 | ||||||||
Conversion price | $ / shares | $ 3.87 | $ 3.87 | ||||||||
Debt conversion, common shares issued | shares | 67,597 | 67,597 | 67,597 | |||||||
Debt conversion fair value settlement | $ 88,763 | |||||||||
Amount of debt instrument converted | $ 221,842 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Detail) | Jun. 28, 2021USD ($)shares | Jun. 25, 2021shares | Mar. 05, 2020$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($) | Sep. 30, 2020USD ($)shares | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Jun. 28, 2021$ / shares | Mar. 05, 2020$ / sharesshares | |||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock, shares authorized | shares | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||||||||||
Common stock, shares par value | $ / shares | $ 0.001 | $ 0.001 | $ 0 | ||||||||||||||
Stock issued during period value, conversion of commercial paper | [1] | $ 23,656,365 | $ 3,939,447 | ||||||||||||||
Stock issued during period value, conversion of secured convertible debentures | [1] | 22,118,782 | |||||||||||||||
Stock issued during period value, conversion of unsecured convertible debentures | [1] | 5,769,475 | |||||||||||||||
Gain loss on common shares and liabilities carrying value differences | $ 19,330 | ||||||||||||||||
Class of warrants or rights, conversion basis | 1.845 | ||||||||||||||||
Term of warrants | 5 years | 5 years | |||||||||||||||
Issuance of warrants | $ 701,910 | $ 701,910 | 149,994 | [1] | |||||||||||||
General & Administrative | $ 9,776,850 | 3,847,278 | $ 1,463,255 | 6,440,162 | $ 16,217,012 | 4,620,907 | |||||||||||
Net loss | 11,425,248 | [1] | 5,883,303 | $ 2,581,204 | [1] | 50,041,822 | 61,467,070 | [1] | 5,815,233 | [1] | |||||||
Additional paid-in capital | $ 459,129,666 | 454,961,102 | 454,961,102 | $ 459,129,666 | $ 29,021,974 | ||||||||||||
Error Correction, Previously Immaterial [true false] | true | true | |||||||||||||||
Previously Reported [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
General & Administrative | 3,145,368 | 5,738,252 | |||||||||||||||
Net loss | (5,181,393) | (49,339,912) | |||||||||||||||
Additional paid-in capital | $ 454,259,192 | $ 454,259,192 | |||||||||||||||
Black-Scholes Option Pricing Model [Member] | General & Administrative | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Estimated fair value of warrants | $ 3,129,208 | $ 3,129,208 | |||||||||||||||
Service Provider [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Prepaid expenses | $ 500,000 | $ 500,000 | |||||||||||||||
Torchlight [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock, coversion ratio | 0.5 | ||||||||||||||||
Business combination equity interest issued or issuable fair value | $ 357,289,644 | ||||||||||||||||
Business combination equity interest issued or issuable number of shares | shares | 44,885,634 | ||||||||||||||||
Broker Warrants [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Issued warrants | shares | 97,542 | ||||||||||||||||
0.62 CAD [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.34 | ||||||||||||||||
Meta [Member] | Torchlight [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock shares issued during the period shares due to differences in fair value | shares | 286,292 | ||||||||||||||||
Business acquisition share price due to difference in fair value | $ / shares | $ 0.58 | $ 0.58 | |||||||||||||||
Payment made towards fair value adjustment | $ 90,000 | ||||||||||||||||
Business acquisition consideration payable fair value adjustment | $ 90,000 | $ 90,000 | |||||||||||||||
Business combination equity interest issued or issuable number of shares | shares | 196,968,803 | ||||||||||||||||
Prior to Completion of the CPM RTO [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock, conversion basis | every two warrants had the right to purchase one MTI common share | ||||||||||||||||
Factor to be considered for the issuance of warrants | 2 | ||||||||||||||||
Prior to Completion of the CPM RTO [Member] | CPM Conversion Ratio [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock, coversion ratio | 2.75 | ||||||||||||||||
Warrant conversion ratio | 2.75 | ||||||||||||||||
Prior to Completion of the CPM RTO [Member] | Torch Light Conversion Ratio [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock, coversion ratio | 1.845 | ||||||||||||||||
Warrant conversion ratio | 1.845 | ||||||||||||||||
Prior to Completion of the CPM RTO [Member] | Broker Warrants [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock, conversion basis | every MTI broker warrant had the right to purchase one MTI common share | ||||||||||||||||
Prior to Completion of the CPM RTO [Member] | Broker Warrants [Member] | CPM Conversion Ratio [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrant conversion ratio | 2.75 | ||||||||||||||||
Prior to Completion of the CPM RTO [Member] | Broker Warrants [Member] | Torch Light Conversion Ratio [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrant conversion ratio | 1.845 | ||||||||||||||||
Prior to Completion of the CPM RTO [Member] | Common Stock Shares Issued Pre CPM RTO [Member] | Torch Light Conversion Ratio [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock, coversion ratio | 1.845 | ||||||||||||||||
Pursuant to Completion of the RTO [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock, conversion basis | one warrant has the right to purchase one MMI Common Share | ||||||||||||||||
Pursuant to Completion of the RTO [Member] | Broker Warrants [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Class of warrants or rights, conversion basis | 1.845 | ||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.62 | ||||||||||||||||
Torchlight RTO [Member] | Torchlight [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Class of warrants or rights outstanding shares | shares | 853,278 | ||||||||||||||||
Torchlight RTO [Member] | Meta [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrants, conversion basis | 1.845 | ||||||||||||||||
Post Completion Of CPM RTO [Member] | Torch Light Conversion Ratio [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock, coversion ratio | 1.845 | ||||||||||||||||
Post Completion Of CPM RTO [Member] | Common Stock Shares Issued Pre CPM RTO [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Factor considered for common stock issuance | 0.001 | ||||||||||||||||
Post Completion Of CPM RTO [Member] | Common Stock Shares Issued Post CPM RTO [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Factor considered for common stock issuance | 0.001 | ||||||||||||||||
Post Completion Of CPM RTO [Member] | Common Stock Shares Issued Post CPM RTO [Member] | Torch Light Conversion Ratio [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock, coversion ratio | 1.845 | ||||||||||||||||
Deemed Issue [Member] | Meta [Member] | Torchlight [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Business combination equity interest issued or issuable fair value | $ 369,631,002 | $ 369,631,002 | |||||||||||||||
Business combination equity interest issued or issuable number of shares | shares | 82,813,994 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period value, conversion of commercial paper | [1] | $ 20,391 | $ 17,752 | ||||||||||||||
Stock issued during period value, conversion of secured convertible debentures | [1] | 14,156 | |||||||||||||||
Stock issued during period value, conversion of unsecured convertible debentures | [1] | 5,105 | |||||||||||||||
Conversion of long-term debt | 133,080 | ||||||||||||||||
Long-term debt due to related party | $ 295,419 | ||||||||||||||||
Common Stock [Member] | Service Provider [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock issued to service provider | shares | 148,368 | ||||||||||||||||
Share price | $ / shares | $ 3.37 | $ 3.37 | |||||||||||||||
Common Stock [Member] | Unsecured Convertible Promissory Notes [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period value, conversion of commercial paper | $ 23,656,365 | ||||||||||||||||
Common Stock [Member] | Secured Convertible Debentures [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period value, conversion of secured convertible debentures | 22,118,782 | ||||||||||||||||
Common Stock [Member] | Unsecured Convertible Debentures [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period value, conversion of unsecured convertible debentures | 5,769,475 | ||||||||||||||||
Common Stock [Member] | Unsecured Convertible Promissory Note Secured Convertible Debentures And Unsecured Convertible Debentures [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period value, conversion of secured convertible debentures | 39,652 | ||||||||||||||||
Unrealized gain loss on conversion of financial liabilities into equity | 39,486,830 | ||||||||||||||||
Common Stock [Member] | Long Term Debt And Due To Related Party [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period value, conversion of secured convertible debentures | $ 276 | ||||||||||||||||
Common Stock [Member] | Prior to Completion of the CPM RTO [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of securities called by warrant | shares | 1 | 1 | |||||||||||||||
Common Stock [Member] | Prior to Completion of the CPM RTO [Member] | Broker Warrants [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of securities called by one warrant | shares | 1 | 1 | |||||||||||||||
Common Stock [Member] | Prior to Completion of the CPM RTO [Member] | Share Price for Conversion [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share price | $ / shares | $ 2.475 | ||||||||||||||||
Common Stock [Member] | Prior to Completion of the CPM RTO [Member] | Share Price for Conversion [Member] | Broker Warrants [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share price | $ / shares | $ 1.70 | ||||||||||||||||
Common Stock [Member] | Pursuant to Completion of the RTO [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of securities called by warrant | shares | 1 | 1 | |||||||||||||||
Common Stock [Member] | Pursuant to Completion of the RTO [Member] | Share Price for Conversion [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share price | $ / shares | $ 0.90 | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Issued warrants | shares | 1,153,500 | 0 | 2,153,500 | 1,455,864 | 1,455,864 | ||||||||||||
Class of warrants or rights outstanding shares | shares | 426,639 | ||||||||||||||||
Warrant [Member] | Black-Scholes Option Pricing Model [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Issued warrants | shares | 1,153,500 | ||||||||||||||||
Warrant [Member] | Monte Carlo Simulation [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Issued warrants | shares | 1,000,000 | ||||||||||||||||
Warrant [Member] | Monte Carlo Simulation [Member] | General & Administrative | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Estimated fair value of warrants | $ 701,910 | $ 701,910 | |||||||||||||||
Warrant [Member] | Torchlight RTO [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrants, exercise price | $ / shares | $ 0.49 | ||||||||||||||||
Additional Paid-in Capital [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period value, conversion of commercial paper | [1] | 23,635,974 | $ 3,921,695 | ||||||||||||||
Stock issued during period value, conversion of secured convertible debentures | [1] | 22,104,626 | |||||||||||||||
Stock issued during period value, conversion of unsecured convertible debentures | [1] | 5,764,370 | |||||||||||||||
Class of warrants or rights outstanding | $ 2,943,370 | ||||||||||||||||
Issuance of warrants | [1] | $ 149,994 | |||||||||||||||
Additional Paid-in Capital [Member] | Unsecured Convertible Promissory Note Secured Convertible Debentures And Unsecured Convertible Debentures [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period value, conversion of secured convertible debentures | 51,504,970 | ||||||||||||||||
Additional Paid-in Capital [Member] | Long Term Debt And Due To Related Party [Member] | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period value, conversion of secured convertible debentures | $ 447,553 | ||||||||||||||||
[1] | Retroactively restated from the earliest period presented for the Torchlight RTO (“Reverse acquisition”) and CPM RTO (“Reverse Recapitalization”) as described in Note 3 |
Capital Stock - Summary of Chan
Capital Stock - Summary of Changes in Warrant (Detail) - Warrant [Member] - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | |||||
Balance, beginning of period, shares | 3,046,730 | 1,590,866 | 1,590,866 | ||
Balance, beginning of period | $ 402,883 | $ 132,299 | $ 132,299 | ||
Issued, shares | 1,153,500 | 0 | 2,153,500 | 1,455,864 | 1,455,864 |
Issued | $ 3,831,124 | $ 166,916 | |||
Adjustment to 2019 warrants | $ 103,668 | ||||
Exercised, shares | (291,036) | ||||
Exercised | $ (41,242) | ||||
Fair value of deemed issuance to Torchlight, shares | 426,639 | ||||
Fair value of deemed issuance to Torchlight | $ 2,943,370 | ||||
Balance, end of period, shares | 5,335,833 | 5,335,833 | 3,046,730 | ||
Balance, end of period | $ 7,136,135 | $ 7,136,135 | $ 402,883 |
Capital Stock - Summary of Ch_2
Capital Stock - Summary of Changes in Broken Warrant (Detail) - Broker Warrants [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Balance, beginning of period, shares | 97,542 | 0 |
Balance, beginning of period | $ 16,144 | $ 0 |
Issued, shares | 97,542 | |
Issued | $ 16,144 | |
Exercised, shares | (61,331) | |
Exercised | $ (10,892) | |
Balance, end of period, shares | 36,211 | 97,542 |
Balance, end of period | $ 5,252 | $ 16,144 |
Capital Stock - Summary of Blac
Capital Stock - Summary of Black-Scholes Option Pricing Model (Detail) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Expected term of warrants | 5 years | |
Black-Scholes Option Pricing Model [Member] | Expected volatility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.92 | 1.34 |
Black-Scholes Option Pricing Model [Member] | Expected dividend yield [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
Black-Scholes Option Pricing Model [Member] | Common stock price [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
Black-Scholes Option Pricing Model [Member] | Common share price [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 5.31 | 1.70 |
Black-Scholes Option Pricing Model [Member] | Expected term of warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Expected term of warrants | 2 years | |
Black-Scholes Option Pricing Model [Member] | Minimum [Member] | Risk free interest rate [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.0045 | 0.0080 |
Black-Scholes Option Pricing Model [Member] | Minimum [Member] | Exercise price per common stock [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.85 | 1.70 |
Black-Scholes Option Pricing Model [Member] | Minimum [Member] | Expected term of warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Expected term of warrants | 2 years 2 months 12 days | |
Black-Scholes Option Pricing Model [Member] | Maximum [Member] | Risk free interest rate [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.0098 | 0.0143 |
Black-Scholes Option Pricing Model [Member] | Maximum [Member] | Exercise price per common stock [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 4.50 | 2.475 |
Black-Scholes Option Pricing Model [Member] | Maximum [Member] | Expected term of warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Expected term of warrants | 5 years |
Capital Stock - Summary of Mont
Capital Stock - Summary of Monte Carlo Simulation (Detail) | Sep. 30, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Expected term of warrants | 5 years |
Monte Carlo Simulation [Member] | Risk free interest rate [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and rights outstanding, measurement input | 0.42 |
Monte Carlo Simulation [Member] | Expected term of warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Expected term of warrants | 5 years |
Monte Carlo Simulation [Member] | Weighted Average [Member] | Expected volatility [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and rights outstanding, measurement input | 80 |
Share-Based Payments - Addition
Share-Based Payments - Additional Information (Detail) | Jun. 28, 2021 | Mar. 05, 2020 | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Shares granted during period | 13,402,080 | |||
Share based payment options, forfeited | 65,201 | 2,627,510 | ||
Share based payment options, expired | 2,090,866 | |||
Equity interest in business combination fair value disclosure | $ | $ 436,214,719 | |||
Torchlight [Member] | ||||
Reverse stock split ratio | 0.5 | |||
Torchlight [Member] | Before Stock Split [Member] | ||||
Share based compensation by share based payment arrangement non vested options outstanding | 3,000,000 | |||
Torchlight [Member] | After Stock Split [Member] | ||||
Share based compensation by share based payment arrangement non vested options outstanding | 1,500,000 | |||
Pursuant To The CPM RTO [Member] | Torch Light Conversion Ratio [Member] | ||||
Share based payment award conversion ratio | 1.845 | |||
As Part Of RTO [Member] | ||||
Stock issued during period shares under ESOP | 1,291,500 | |||
Prior To Completion Of The CPM RTO [Member] | CPM Conversion Ratio [Member] | ||||
Share based payment award conversion ratio | 2.75 | |||
Reverse stock split ratio | 2.75 | |||
Prior To Completion Of The CPM RTO [Member] | Torch Light Conversion Ratio [Member] | ||||
Share based payment award conversion ratio | 1.845 | |||
Reverse stock split ratio | 1.845 | |||
Additional Paid-in Capital [Member] | ||||
Equity interest in business combination fair value disclosure | $ | $ 357,206,830 | |||
Additional Paid-in Capital [Member] | Torchlight [Member] | Meta [Member] | Options [Member] | ||||
Equity interest in business combination fair value disclosure | $ | $ 9,397,988 | |||
Stock Options [Member] | ||||
Shares granted during period | 1,500,000 | 13,402,080 | ||
Weighted average remaining contractual life | 7 years 7 months 24 days | 8 years 4 months 9 days | ||
Weighted average grant date fair value | $ / shares | $ 6.27 | $ 0.39 | ||
DSU Plan [Member] | Phantom Share Units (PSUs) [Member] | Pursuant To The CPM RTO [Member] | ||||
Share based payment award, Conversion basis | 2.75 | |||
DSU Plan [Member] | Phantom Share Units (PSUs) [Member] | Torchlight RTO [Member] | ||||
Share based payment award, Conversion basis | 1.845 | |||
Employee Stock Option Plan [Member] | ||||
Share based payment award, Conversion basis | 2.75 | |||
Number of years determining share based payment award exercisable, Term | 3 years | |||
Share based payment award, Contractual term | 10 years | |||
Shares granted during period | 13,402,080 | |||
Employee Stock Option Plan [Member] | Maximum [Member] | ||||
Share based payment, vesting period | 4 years | |||
Employee Stock Option Plan [Member] | Minimum [Member] | ||||
Share based payment, vesting period | 1 year | |||
Employee Stock Option Plan [Member] | Vested Upon Grant [Member] | ||||
Number of shares vested | 898,515 | |||
Employee Stock Option Plan [Member] | Vested Over One To Four Years [Member] | ||||
Number of shares vested | 12,503,565 | |||
Employee Stock Option Plan [Member] | Cash Settlement Under Stock Option Plan [Member] | ||||
Payments to employee | $ | $ 0 | |||
Employee Stock Option Plan [Member] | Exercisable On The First Anniversary [Member] | ||||
Share based payment award, Vesting rights percentage | 25.00% | |||
Employee Stock Option Plan [Member] | Exercisable In Equal Monthly Installments Over Three Year Period Commencing Immediately After First Anniversary [Member] | ||||
Share based payment award, Vesting rights percentage | 75.00% | |||
Employee Stock Option Plan [Member] | Completion Of RTO [Member] | ||||
Share based payment options, forfeited | 2,589,457 | |||
Share based payment options, expired | 2,090,866 |
Share-Based Payments - Summary
Share-Based Payments - Summary of Change in Outstanding Share DSU (Detail) - DSU Plan [Member] - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule Of Equity Instruments Other Than Options DSU Shares Outstanding Roll Forward [Line Items] | ||
Outstanding, beginning of period | 3,455,224 | 3,977,820 |
Converted in to common stock | 0 | (522,596) |
Outstanding, end of period | 3,455,224 | 3,455,224 |
Share-Based Payments - Summar_2
Share-Based Payments - Summary of Equity Instruments Other than Options DSU Shares Outstanding (Detail) - DSU Plan [Member] - shares | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule Of Equity Instruments Other Than Options DSU Shares Outstanding [Line Items] | ||
Number of units | 3,455,224 | 3,455,224 |
Issue Price CA$0.27 [Member] | ||
Schedule Of Equity Instruments Other Than Options DSU Shares Outstanding [Line Items] | ||
Number of units | 3,348,675 | 3,348,675 |
Issue Price CA$0.51 [Member] | ||
Schedule Of Equity Instruments Other Than Options DSU Shares Outstanding [Line Items] | ||
Number of units | 106,549 | 106,549 |
Share-Based Payments - Summar_3
Share-Based Payments - Summary of Equity Instruments Other than Options DSU Shares Outstanding (Parenthetical) (Detail) - DSU Plan [Member] - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Issue Price CA$0.27 [Member] | ||
Schedule Of Equity Instruments Other Than Options DSU Shares Outstanding [Line Items] | ||
Shares issued, price per share | $ 0.27 | $ 0.27 |
Issue Price CA$0.51 [Member] | ||
Schedule Of Equity Instruments Other Than Options DSU Shares Outstanding [Line Items] | ||
Shares issued, price per share | $ 0.51 | $ 0.51 |
Share-Based Payments - Summar_4
Share-Based Payments - Summary of Stock-Based Compensation Expenses (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 200,776 | $ 394,867 | $ 844,559 | $ 1,044,463 |
Selling & Marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 5,976 | 15,616 | 26,935 | 53,267 |
General & Administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 93,453 | 266,338 | 434,135 | 729,688 |
Research & Development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 101,347 | $ 112,913 | $ 383,489 | $ 261,508 |
Share-Based Payments - Summar_5
Share-Based Payments - Summary of Change in Share Outstanding Options (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, beginning of period | $ / shares | $ 0.33 | $ 0.33 |
Issued to CPM executives and directors pursuant to CPM RTO | $ / shares | 0.19 | |
Granted | $ / shares | 0.34 | |
Exercised | $ / shares | 0.34 | |
Forfeitures | $ / shares | 0.34 | 0.34 |
Expired | $ / shares | 0.27 | |
Fair value of deemed issuance to Torchlight | $ / shares | 1.75 | |
Outstanding, end of period | $ / shares | $ 0.44 | $ 0.33 |
Outstanding, beginning of period | shares | 24,477,507 | 14,502,303 |
Issued to CPM executives and directors pursuant to CPM RTO | shares | 1,291,500 | |
Granted | shares | 13,402,080 | |
Exercised | shares | (1,340,292) | |
Forfeitures | shares | (65,201) | (2,627,510) |
Expired | shares | (2,090,866) | |
Fair value of deemed issuance to Torchlight | shares | 1,500,000 | |
Outstanding, end of period | shares | 24,572,014 | 24,477,507 |
Share-Based Payments - Summar_6
Share-Based Payments - Summary of Stock Options Outstanding (Detail) - shares | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 24,572,014 | 24,477,507 |
Number exercisable | 15,328,581 | 10,563,871 |
CA$0.15 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 558,112 | 558,113 |
Number exercisable | 558,113 | 558,113 |
CA$0.19 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 369,000 | 369,000 |
Number exercisable | 369,000 | 369,000 |
CA$0.34 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 22,194,902 | 23,550,394 |
Number exercisable | 12,951,468 | 9,636,758 |
US$2 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 1,125,000 | |
Number exercisable | 1,125,000 | |
US$1 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 325,000 | |
Number exercisable | 325,000 |
Share-Based Payments - Summar_7
Share-Based Payments - Summary of Stock Options Outstanding (Parenthetical) (Detail) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | $ 0.44 | $ 0.33 | $ 0.33 |
CA$0.15 [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 0.15 | 0.15 | |
CA$0.19 [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 0.19 | 0.19 | |
CA$0.34 [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 0.34 | $ 0.34 | |
US$1 [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 1 | ||
US$2 [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | $ 2 |
Share-Based Payments - Summar_8
Share-Based Payments - Summary of fair value grant using weighted-average assumptions (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||
Volatility | 84.00% | |
Expected volatility for options,minimum | 52.00% | |
Expected volatility for options,maximum | 134.00% | |
Risk-free interest rate | 0.73% | 0.73% |
Expected term (in years) | 1 year | 7 years 5 months 23 days |
Income Taxes - Summary Of Defer
Income Taxes - Summary Of Deferred Tax Expense Benefit (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Deferred tax recovery | $ 83,657 | $ 33,304 | $ 186,183 | $ 87,651 |
Net loss per share - Summary Ba
Net loss per share - Summary Basic and Diluted Net Loss Per Share (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net loss | $ (11,425,248) | $ (2,581,204) | $ (61,467,070) | $ (5,815,233) |
Denominator: | ||||
Weighted-average shares, basic | 280,080,786 | 155,913,202 | 216,135,190 | 131,557,607 |
Weighted-average shares, diluted | 280,080,786 | 155,913,202 | 216,135,190 | 131,557,607 |
Net loss per share | ||||
Basic | $ (0.04) | $ (0.02) | $ (0.28) | $ (0.04) |
Diluted | $ (0.04) | $ (0.02) | $ (0.28) | $ (0.04) |
Net loss per share - Summary of
Net loss per share - Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 33,399,282 | 36,908,270 | 33,399,282 | 36,908,270 |
Convertible Debt Securities [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,423,477 | 10,423,477 | ||
Share-based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 24,572,014 | 19,885,297 | 24,572,014 | 19,885,297 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,372,044 | 3,144,272 | 5,372,044 | 3,144,272 |
Deferred Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,455,224 | 3,455,224 | 3,455,224 | 3,455,224 |
Additional Cash Flow Informat_3
Additional Cash Flow Information - Summary of Cash Flow, Operating Capital (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Increase (Decrease) in Operating Capital [Abstract] | ||
Grants receivable | $ 38,544 | $ (185,606) |
Inventory | 103,831 | (129,407) |
Other receivables | (73,436) | 25,583 |
Prepaid expenses | (1,342,530) | (73,946) |
Other current assets | (598,307) | 118,626 |
Trade payables | (258,128) | (1,302,225) |
Due from (to) related party | (24,889) | (9,349) |
Operating lease Right-of-use Asset | 408,430 | |
Operating lease liabilities | (18,382) | |
Total | $ (1,764,867) | $ (1,556,324) |
Fair value measurements - Summa
Fair value measurements - Summary of Fair Value of Financial Instruments (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Funding obligation | $ 868,169 | $ 776,884 |
Operating lease liabilities | 2,753,990 | 270,581 |
Long-term debt | 3,230,861 | 3,034,048 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Funding obligation | 617,264 | 571,839 |
Operating lease liabilities | 1,605,511 | 270,641 |
Long-term debt | $ 2,404,297 | $ 2,734,931 |
Revenue - Summary of Revenue Di
Revenue - Summary of Revenue Disaggregated (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 572,612 | $ 198,175 | $ 1,793,235 | $ 848,858 |
Product sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 297,431 | 982 | 321,431 | 2,904 |
Contract revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 275,181 | 158,096 | 1,229,648 | 464,234 |
Other development revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 39,097 | 242,156 | 381,720 | |
Development revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 275,181 | $ 197,193 | $ 1,471,804 | $ 845,954 |
Deferred Revenue - Summary of D
Deferred Revenue - Summary of Deferred Revenue (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred Revenue Arrangement [Line Items] | ||
Deferred Revenue | $ 1,824,444 | $ 2,044,070 |
Less current portion | 1,186,885 | 1,239,927 |
Deferred Revenue, Noncurrent | 637,559 | 804,143 |
Covestro - Cooperation Framework [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred Revenue | 272,288 | |
Satair A/S-Exclusive Rights [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred Revenue | 739,568 | 815,310 |
Satair A/S-Advance Against PO [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred Revenue | 488,502 | 488,847 |
LM Aero-MetaSOLAR Commercialization [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred Revenue | 230,600 | 646,135 |
US Deferred Revenue [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred Revenue | 75,000 | 75,000 |
Innovate UK-R&D Tax Credit [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred Revenue | $ 18,486 | $ 18,778 |
(Loss) Gain on financial inst_3
(Loss) Gain on financial instruments, net - Summary of (Loss) Gain on Financial Instruments, Net (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Loss on secured convertible promissory notes | $ (5,235) | ||
Gain (Loss) on secured convertible debentures | $ (96,931) | $ (16,957,029) | 685,792 |
Gain (Loss) on unsecured convertible debentures | (29,808) | (4,076,448) | 478,469 |
Gain (Loss) on derivative instruments, net | (118,455) | (40,540,091) | 1,167,310 |
Bridge Loan [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (Loss) on unsecured convertible promissory notes | (19,163,417) | ||
Torchlight Notes [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (Loss) on unsecured convertible promissory notes | $ 8,284 | $ (343,197) | $ 8,284 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Expense (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lease, Cost [Abstract] | ||||
Operating lease expense | $ 196,547 | $ 69,455 | $ 515,084 | $ 207,808 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Payments Under Non-cancelable Operating Lease Obligations (Detail) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
Remainder of 2021 | $ 170,660 | |
2022 | 766,674 | |
2023 | 760,951 | |
2024 | 741,064 | |
2025 | 764,748 | |
Thereafter | 1,935,263 | |
Total minimum lease payments | 5,139,360 | |
Less: interest | (2,385,370) | |
Present value of net minimum lease payments | 2,753,990 | |
Less: current portion of lease liabilities | (330,867) | $ (150,802) |
Total long-term lease liabilities | $ 2,423,123 | $ 119,779 |
Leases - Additional Information
Leases - Additional Information (Detail) | Sep. 17, 2021ft² | Sep. 16, 2021ft² | Jun. 09, 2021CAD ($)ft²$ / sharesshares | Sep. 30, 2021CAD ($) | Sep. 30, 2021USD ($)ft² | Jan. 01, 2021ft² | Aug. 31, 2020CAD ($) |
Lease, term of contract | 10 years | ||||||
Land under lease | ft² | 19,506 | 53,000 | |||||
Operating lease, right-of-use asset | $ 1,021,499 | ||||||
Operating lease liability | $ 2,753,990 | ||||||
Additional land under lease | ft² | 8,904 | ||||||
Area of Land | ft² | 5,475 | ||||||
Lease expiry date | Sep. 1, 2024 | ||||||
Lease extended expiry date | Sep. 30, 2026 | ||||||
Lease commencement date | Oct. 1, 2021 | ||||||
Leasehold Improvements [Member] | |||||||
Property subject to or available for lease | $ 500,000 | ||||||
Lease Amendment [Member] | |||||||
Lease, term of contract | 10 years | ||||||
Lease Amendment [Member] | Expanded Area [Member] | |||||||
Land under lease | ft² | 15,000 | ||||||
Cash Received To Fund Ongoing Tenant Improvements [Member] | |||||||
Operating lease liability | $ 500,000 | ||||||
Stock Issued In Exchange For Tenant Improvements Received [Member] | |||||||
Stock issued during period, shares | shares | 993,490 | ||||||
Shares issued, price per share | $ / shares | $ 3.40 | ||||||
Monthly Payment [Member] | |||||||
Rent expenses | $ 28,708 | ||||||
Monthly Payment [Member] | Payment For Proportionate Share Of Operating Costs And Property Taxes [Member] | |||||||
Rent expenses | $ 24,910 | ||||||
Boxer Property Management Corp [Member] | |||||||
Lease, term of contract | 2 years | ||||||
Land under lease | ft² | 4,414 | ||||||
Operating lease, right-of-use asset | $ 132,780 | ||||||
Operating lease liability | $ 132,780 | ||||||
Lease commencement date | Oct. 1, 2021 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 9 Months Ended | ||||||
Sep. 30, 2021USD ($) | Sep. 30, 2021EUR (€) | Sep. 30, 2021EUR (€) | Jan. 29, 2021CAD ($) | Jan. 29, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2018USD ($) | |
Contractual obligation | $ 868,169 | $ 776,884 | |||||
Cooperation Framework Agreement CFA [Member] | Letter of Credit [Member] | |||||||
Line of credit facility | € | € 225,000 | ||||||
Cooperation Framework Agreement CFA [Member] | Letter of Credit [Member] | Restricted Cash [Member] | |||||||
Debt instrument, collateral amount | $ 1,000,000 | ||||||
Co Operation Agreement [Member] | |||||||
Contractual obligation | 4,000,000 | ||||||
Covestro Deutschland AG Covestro [Member] | Cooperation Framework Agreement CFA [Member] | Letter of Credit [Member] | |||||||
Line of credit facility, decrease | 578,204 | € 375,000 | |||||
Cash transferred from restricted cash to cash and cash equivalents | 578,204 | € 375,000 | |||||
Toronto Dominion Bank TD [Member] | Covestro Deutschland AG Covestro [Member] | Cooperation Framework Agreement CFA [Member] | Letter of Credit [Member] | |||||||
Line of credit facility, maximum borrowing capacity | € | € 600,000 | ||||||
RBC [Member] | Satair [Member] | Letter of Credit [Member] | |||||||
Line of credit facility, maximum borrowing capacity | $ 500,000 | ||||||
Line of credit facility | $ 0 | ||||||
Debt instrument expiry date | Oct. 5, 2021 | Oct. 5, 2021 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - CAD ($) $ / shares in Units, $ in Millions | Oct. 05, 2021 | Oct. 01, 2021 | Aug. 05, 2021 | Sep. 30, 2021 |
Subsequent Event [Line Items] | ||||
Exercise of stock options, Shares | 1,340,292 | |||
Nanotech Security Corp [Member] | ||||
Subsequent Event [Line Items] | ||||
Percentage of voting equity interests acquired | 100.00% | |||
Business acquisition share price | $ 1.25 | |||
Business combination, consideration transferred | $ 90.8 | |||
Business acquisition effective date | Oct. 5, 2021 | |||
Nanotech common shares [Member] | Restricted Stock Units (RSUs) [Member] | Nanotech Security Corp [Member] | ||||
Subsequent Event [Line Items] | ||||
Business acquisition share price | $ 1.25 | |||
Repurchase of restricted stock units to purchase common stock | 538,516 | |||
Nanotech common shares [Member] | Money Options [Member] | Nanotech Security Corp [Member] | ||||
Subsequent Event [Line Items] | ||||
Business acquisition share price | $ 1.25 | |||
Money options to acquire shares of common stock | 4,579,000 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Exercise of stock options, Shares | 136,964 | |||
Exercise of broker warrants, Shares | 22,324 | |||
Subsequent Event [Member] | Nanotech common shares [Member] | Restricted Stock Units (RSUs) [Member] | Nanotech Security Corp [Member] | ||||
Subsequent Event [Line Items] | ||||
Repurchase of restricted stock units to purchase common stock | 303,391 | |||
Subsequent Event [Member] | Nanotech common shares [Member] | Money Options [Member] | Nanotech Security Corp [Member] | ||||
Subsequent Event [Line Items] | ||||
Money options to acquire shares of common stock | 4,359,000 |