Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 01, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | This Amendment No. 1 on Form 10-K/A (the “Amendment”) of Meta Materials, Inc., referred to in this report as “META,” or “the Company,” is being filed to supplement and amend various disclosures, and add exhibits that were not contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”) which was filed on March 2, 2022. In addition, the Company is filing this Amendment to provide information required in Part III of Form 10-K for the fiscal year ended December 31, 2021, because a definitive proxy statement containing such information will not be filed by the Company within 120 days after the end of the fiscal year covered by the Form 10-K. In accordance with Rule 12b-15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), Part III, Items 10 through 14 of the Annual Report are hereby amended and restated in their entirety. For amendments made to Part III, this Amendment is organized to reflect information for two periods, January 1, 2021 through June 27, 2021 (“Pre-Merger”) and June 28, 2021 through December 31, 2021 (“Post-Merger”). Effective on June 28, 2021, Metamaterial, Inc., a Canadian company, acquired Torchlight Energy Resources, Inc. via reverse-takeover (the “Merger”). After the Merger, we changed our NASDAQ ticker symbol to MMAT and our name to Meta Materials Inc. The Pre-Merger information reflects the data related to our executive officers and board of directors for the Pre-Merger period (referred to herein as Torchlight) and the Post-Merger information reflects our data after the Merger (referred to herein as META). The board of directors and executive officers of Torchlight during the pre-merger period resigned their positions on the effective date of the Merger. As of December 31, 2021, the Company became a Large Accelerated Filer and will begin reporting as a non-Smaller Reporting Company, with full disclosure instead of scaled disclosure, in its Q1 Form 10-Q. | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Meta Materials Inc. | ||
Entity Central Index Key | 0001431959 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 1,523,026,255 | ||
Entity Common Stock, Shares Outstanding | 284,812,797 | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | MMAT | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 001-36247 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 74-3237581 | ||
Entity Address, Address Line One | 1 Research Drive | ||
Entity Address, City or Town | Dartmouth | ||
Entity Address, State or Province | NS | ||
Entity Address, Postal Zip Code | B2Y 4M9 | ||
City Area Code | 902 | ||
Local Phone Number | 482-5729 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Auditor Firm ID | 85 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Vaughan, ON, Canada |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 46,645,704 | $ 1,395,683 |
Restricted Cash | 788,768 | |
Short-term investments | 2,875,638 | |
Grants receivable | 175,780 | 327,868 |
Accounts and other receivables | 1,665,700 | 22,833 |
Inventory | 265,718 | 463,382 |
Prepaid expenses and other current assets | 3,451,367 | 514,203 |
Assets held for sale | 75,500,000 | |
Due from related parties | 10,657 | |
Total current assets | 131,379,332 | 2,723,969 |
Intangible assets,net | 28,971,824 | 4,476,614 |
Property, plant and equipment, net | 27,018,114 | 2,761,171 |
Operating lease right-of-use assets | 6,278,547 | 270,581 |
Goodwill | 240,376,634 | |
Total assets | 434,024,451 | 10,232,335 |
Current liabilities | ||
Trade and other payables | 13,335,470 | 2,940,452 |
Due to related party | 245,467 | |
Current portion of long-term debt | 491,278 | 290,544 |
Current portion of deferred revenues | 779,732 | 1,239,927 |
Current portion of deferred government assistance | 846,612 | 779,578 |
Preferred stock liability | 75,500,000 | |
Current portion of operating lease liabilities | 663,861 | 150,802 |
Asset retirement obligations | 21,937 | |
Unsecured convertible promissory notes | 1,203,235 | |
Secured convertible debentures | 5,545,470 | |
Total current liabilities | 91,638,890 | 12,395,475 |
Deferred revenues | 637,008 | 804,143 |
Deferred government assistance | 3,038 | 146,510 |
Deferred tax liability | 324,479 | 318,054 |
Unsecured convertible debentures | 1,825,389 | |
Long-term operating lease liabilities | 3,706,774 | 119,779 |
Funding obligation | 268,976 | 776,884 |
Long-term debt | 2,737,171 | 2,743,504 |
Total liabilities | 99,316,336 | 19,129,738 |
Stockholders' equity (deficit) | ||
Common stock - $0.001 par value; 1,000,000,000 shares authorized, 284,573,316 shares issued and outstanding at December 31, 2021, and $Nil par value; unlimited shares authorized, 154,163,975 shares issued and outstanding at December 31, 2020 | 262,751 | 132,347 |
Additional paid-in capital | 463,136,404 | 29,022,977 |
Accumulated other comprehensive loss | (296,936) | (655,884) |
Accumulated deficit | (128,394,104) | (37,396,843) |
Total stockholders' equity (deficit) | 334,708,115 | (8,897,403) |
Total liabilities and stockholders' equity | $ 434,024,451 | $ 10,232,335 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |
Common Stock, Shares Authorized | 1,000,000,000 | |
Common Stock, Shares, Issued | 154,163,975 | 284,573,316 |
Common stock, shares, outstanding | 154,163,975 | 284,573,316 |
Common Stock, Shares Authorized | Unlimited |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Operations And Comprehensive Loss - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Revenue: | ||||
Total revenue | $ 4,082,517 | $ 1,122,183 | $ 902,410 | |
Cost of goods sold | 675,973 | 3,254 | 9,172 | |
Gross profit | 3,406,544 | 1,118,929 | 893,238 | |
Operating expenses: | ||||
Selling & marketing | 2,267,354 | 1,064,659 | 1,125,719 | |
General & administrative | 29,699,601 | 6,707,858 | 4,819,737 | |
Research & development | 9,497,427 | 4,102,791 | 3,825,194 | |
Total operating expenses | 41,464,382 | 11,875,308 | 9,770,650 | |
Loss from operations | (38,057,838) | (10,756,379) | (8,877,412) | |
Interest expense, net | (1,106,445) | (1,429,954) | (1,135,922) | |
Loss on foreign exchange, net | (205,882) | (264,831) | (316,261) | |
Loss on financial instruments, net | (40,540,091) | (844,993) | (280,319) | |
Other (loss) income, net | (11,939,068) | 1,491,188 | 2,081,398 | |
Total other expense, net | (53,791,486) | (1,048,590) | 348,896 | |
Loss before income taxes | (91,849,324) | (11,804,969) | (8,528,516) | |
Income tax recovery | 852,063 | 193,710 | 83,549 | |
Net loss | (90,997,261) | (11,611,259) | (8,444,967) | |
Other comprehensive income (loss) net of tax | ||||
Foreign currency translation (loss) gain | (321,230) | 88,173 | 81,432 | |
Fair value gain (loss) on changes of own credit risk | 680,178 | (680,178) | ||
Total other comprehensive income (loss) | 358,948 | (592,005) | 81,432 | |
Comprehensive loss | $ (90,638,313) | $ (12,203,264) | $ 81,432 | |
Basic and diluted loss per share | [1] | $ (0.39) | $ (0.08) | $ (0.17) |
Weighted average number of shares outstanding - basic and diluted | [1] | 232,898,398 | 137,258,259 | 50,015,137 |
Product sales [Member] | ||||
Revenue: | ||||
Total revenue | $ 407,915 | $ 2,905 | $ 23,745 | |
Development revenue [Member] | ||||
Revenue: | ||||
Total revenue | $ 3,674,602 | $ 1,119,278 | $ 878,665 | |
[1] | Retroactively restated for the year ended December 31, 2021 and 2020 for the Torchlight reverse acquisition (“Torchlight RTO”) and CPM reverse recapitalization (“CPM RTO”) |
Consolidated Statements of Chan
Consolidated 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, 2018 | $ (129,389) | $ 58,153 | $ 27,522 | $ 17,270,864 | $ (145,311) | $ (17,340,617) |
Beginning balance, shares at Dec. 31, 2018 | 58,153,368 | 49,339,552 | ||||
Net loss | (8,444,967) | (8,444,967) | ||||
Other comprehensive income | 81,432 | 81,432 | ||||
Issuance of common shares, net | 640,002 | $ 3,027 | 636,975 | |||
Issuance of common shares, net, Shares | 3,027,283 | |||||
Issuance of warrants | 125,877 | 125,877 | ||||
Conversion of deferred share units | $ 776 | (776) | ||||
Conversion of deferred share units, Shares | 776,283 | |||||
Beneficial conversion feature on convertible debt | 479,061 | 479,061 | ||||
Other stock-based compensation | 1,385,768 | $ 155 | 1,385,613 | |||
Other stock-based compensation, Shares | 154,450 | |||||
Ending balance at Dec. 31, 2019 | (5,862,216) | $ 58,153 | $ 31,480 | 19,897,614 | (63,879) | (25,785,584) |
Ending balance, shares at Dec. 31, 2019 | 58,153,368 | 53,297,568 | ||||
Net loss | (11,611,259) | (11,611,259) | ||||
Other comprehensive income | (592,005) | (592,005) | ||||
Issuance of common shares, net | 448,552 | $ 2,613 | 445,939 | |||
Issuance of common shares, net, Shares | 2,613,321 | |||||
Issuance of warrants | 149,994 | 149,994 | ||||
Conversion of deferred share units | $ 523 | (523) | ||||
Conversion of deferred share units, Shares | 522,596 | |||||
Conversion of promissory notes | 3,939,447 | $ 17,752 | 3,921,695 | |||
Conversion of promissory notes, Shares | 17,752,163 | |||||
Conversion of preferred shares | $ (58,153) | $ 58,153 | ||||
Conversion of preferred shares, Shares | (58,153,368) | 58,153,368 | ||||
Effect of reverse acquisition | 3,214,502 | $ 21,599 | 3,192,903 | |||
Effect of reverse acquisition, Shares | 21,599,223 | |||||
Tax withheld on deferred share units | (18,742) | $ (73) | (18,669) | |||
Tax withheld on deferred share units, Shares | (72,717) | |||||
Other stock-based compensation | 1,434,324 | $ 300 | 1,434,024 | |||
Other stock-based compensation, Shares | 298,453 | |||||
Ending balance at Dec. 31, 2020 | (8,897,403) | $ 132,347 | 29,022,977 | (655,884) | (37,396,843) | |
Ending balance, shares at Dec. 31, 2020 | 154,163,975 | |||||
Net loss | (90,997,261) | (90,997,261) | ||||
Other comprehensive income | 358,948 | 358,948 | ||||
Conversion of promissory notes | 23,656,365 | $ 20,391 | 23,635,974 | |||
Conversion of promissory notes, Shares | 20,391,239 | |||||
Conversion of secured debentures | 22,118,782 | $ 14,156 | 22,104,626 | |||
Conversion of secured debentures, Shares | 14,155,831 | |||||
Conversion of unsecured debentures | 5,769,475 | $ 5,105 | 5,764,370 | |||
Conversion of unsecured debentures, Shares | 5,105,338 | |||||
Conversion of long-term debt | 221,843 | $ 125 | 221,718 | |||
Conversion of long-term debt, Shares | 124,716 | |||||
Conversion of payable to related party | 225,986 | $ 151 | 225,835 | |||
Conversion of payable to related party, Shares | 150,522 | |||||
Exercise of stock options | $ 1,293,263 | $ 4,787 | 1,288,476 | |||
Exercise of stock options, Shares | 4,486,965 | 4,786,927 | ||||
Exercise of warrants | $ 122,470 | $ 362 | 122,108 | |||
Exercise of warrants, Shares | 361,729 | |||||
Exercise of broker warrants | 16,256 | $ 83 | 16,173 | |||
Exercise of broker warrants, Shares | 82,494 | |||||
Effect of reverse acquisition | 369,461,410 | $ 82,814 | 369,378,596 | |||
Effect of reverse acquisition, Shares | 82,813,994 | |||||
Shares issued in lieu of operating lease liability | 2,781,968 | $ 1,833 | 2,780,135 | |||
Shares issued in lieu of operating lease liability, Shares | 1,832,989 | |||||
Other stock-based compensation | 8,576,013 | $ 597 | 8,575,416 | |||
Other stock-based compensation, Shares | 603,562 | |||||
Ending balance at Dec. 31, 2021 | $ 334,708,115 | $ 262,751 | $ 463,136,404 | $ (296,936) | $ (128,394,104) | |
Ending balance, shares at Dec. 31, 2021 | 284,573,316 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (90,997,261) | $ (11,611,259) | $ (8,444,967) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Non-cash finance (income) expense | (471,689) | 138,927 | (448,437) |
Non-cash interest expense | 902,940 | 1,052,776 | 959,838 |
Non- cash lease expense | 439,791 | ||
Deferred income tax | (852,063) | (193,710) | (83,549) |
Depreciation and amortization | 3,491,493 | 2,326,220 | 2,360,043 |
Impairment of assets | 237,013 | 4,018 | 66,765 |
Unrealized foreign currency exchange loss | 407,352 | 205,001 | 313,387 |
Loss on financial instruments, net | 40,540,091 | 844,993 | 280,319 |
Change in deferred revenue | (679,541) | (551,374) | (627,902) |
Non-cash government assistance | (544,932) | (775,800) | (500,051) |
Loss on debt settlement | 19,253 | ||
Other income | (401,186) | ||
Stock-based compensation | 1,576,849 | 1,509,684 | 1,292,773 |
Non-cash consulting expense | 6,513,378 | 2,307 | 91,993 |
Changes in operating assets and liabilities | 4,652,415 | (880,830) | 780,227 |
Net cash used in operating activities | (34,764,911) | (7,929,047) | (4,360,747) |
Cash flows from investing activities: | |||
Purchases of intangible assets | (1,133,894) | (104,132) | (42,332) |
Purchases of property, plant and equipment | (11,655,417) | (555,013) | (1,153,010) |
Purchase of short-term investments | (2,889,852) | ||
Acquisition of business, net of cash acquired | (66,131,025) | ||
Proceeds from reverse takeover | 146,954,733 | 3,072,136 | |
Net cash provided by investing activities | 65,144,545 | 2,412,991 | (1,195,342) |
Cash flows from financing activities | |||
Proceeds from long-term debt | 1,127,151 | 25,783 | 664,810 |
Repayments of long-term debt | (1,090,047) | (190,633) | (58,201) |
Proceeds from secured promissory notes | 2,407,118 | ||
Proceeds from government grants | 223,384 | 198,286 | |
Proceeds from unsecured promissory notes | 13,963,386 | 1,378,042 | |
Proceeds from secured convertible debentures | 3,630,019 | ||
Proceeds from unsecured convertible debentures | 693,784 | 566,690 | |
Proceeds on funding obligation | 982,263 | ||
Proceeds from issuance of common stock and warrants, net | 598,546 | 765,879 | |
Proceeds from stock option exercises | 1,293,263 | ||
Proceeds from warrant exercises | 138,726 | ||
Net cash provided by financing activities | 15,655,863 | 6,333,827 | 5,328,559 |
Net increase in cash, cash equivalents and restricted cash | 46,035,497 | 817,771 | (227,530) |
Cash, cash equivalents and restricted cash at beginning of the year | 1,395,683 | 407,061 | 623,532 |
Effects of exchange rate changes on cash, cash equivalents and restricted cash | 3,292 | 170,851 | 11,059 |
Cash, cash equivalents and restricted cash at end of the year | 47,434,472 | 1,395,683 | 407,061 |
Supplemental cash flow information | |||
Accrued purchases of property, equipment, and patents | 1,692,969 | 1,449,197 | 440,751 |
Right-of-use assets obtained in exchange for lease liabilities | 3,590,148 | 309,907 | 109,735 |
Right-of-use assets and prepaid expenses recognized in exchange for common stock | 2,149,381 | ||
Settlement of liabilities in common stock | 51,992,451 | ||
Beneficial conversion feature on convertible debt | 479,061 | ||
Interest paid on debt | $ 64,528 | $ 193,745 | $ 14,477 |
Corporate Information
Corporate Information | 12 Months Ended |
Dec. 31, 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 developer of high-performance functional materials and nanocomposites 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, Metamaterial Inc. (“MMI” or “Resulting Issuer”). 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 MMI. 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 consolidated 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 consolidated 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, statement of changes in stockholders’ equity and statements of cash flows of Torchlight prior to June 28, 2021. See note 3 for additional information. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant accounting policies Basis of presentation – These consolidated 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. The consolidated financial statements include the accounts of Meta Materials Inc. and its wholly-owned subsidiaries (collectively, the Company). All significant intercompany balances and transactions have been eliminated in consolidation. Functional currency – Items included in the consolidated 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’). Reporting Currency – The reporting currency of the Company is in US Dollars. The consolidated financial statements, and the financial information contained herein, are reported in US dollars, except share amounts or as otherwise stated, as the Company believes this results in more relevant and reliable information for its financial statement users. transactions and balances – Foreign currency transactions are recorded 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 period 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 resulting exchange differences are recognized in other comprehensive income, a separate component of equity. Use of estimates – The preparation of these consolidated financial statements in conformity with US GAAP requires management to make estimates and certain assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Significant items subject to such estimates and assumptions include the valuation of goodwill, the valuation of net assets acquired via business combinations; the valuation of oil & natural gas properties, and the valuation of financial instruments measured at fair value. Cash and cash equivalents – The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Inventory – Inventory is measured at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method (FIFO) for all inventory. Inventory consumed during research and development activities is recorded as a research and development expense. Long-lived assets – Long-lived assets, such as property, plant and equipment, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. 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 in a business combination over the fair value of net tangible and intangible assets acquired. The carrying amount of goodwill is periodically reviewed for impairment (at a minimum annually) and whenever events or changes in circumstances indicate that the carrying value of this asset may not be recoverable. The Company first performs a qualitative assessment to test the reporting unit’s goodwill for impairment. Based on the qualitative assessment, if it is determined that the fair value of our reporting unit is more likely than not (i.e. a likelihood of more than 50 percent) to be less than its carrying amount, the quantitative assessment of the impairment test is performed. In the quantitative assessment, the Company compares the fair value of our reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired and the Company is not required to perform further testing. If the carrying value of the net assets of the reporting unit exceeds its fair value, then an impairment loss equal to the difference, but not exceeding the total carrying value of goodwill allocated to the reporting unit, would be recorded. Acquired intangibles – In accordance with ASC 805 Business Combinations , the Company allocates the purchase price of acquired companies to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values. Such valuations may require management to make significant estimates and assumptions, especially with respect to intangible assets. Acquired intangible assets consist of acquired technology and customer relationships. In valuing acquired intangible assets, the Company makes assumptions and estimates based in part on projected financial information, which makes assumptions and estimates inherently uncertain, particularly for early-stage technology companies. The significant estimates and assumptions used by the Company in the determination of the fair value of acquired intangible technology assets include the revenue growth rate, the royalty rate and the discount rate. The significant estimates and assumptions used by the Company in the determination of the fair value of acquired customer contract intangible assets include the revenue growth rate and the discount rate. As a result of the judgments that need to be made, the Company obtains the assistance of independent valuation firms. The Company completes these assessments as soon as practical after the closing dates. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Business combinations - The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill to reporting units based on the expected benefit from the business combination. Allocation of purchase consideration to identifiable assets and liabilities affects the amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. Leases - The Company is a lessee in several non-cancellable operating leases for buildings. The Company accounts for leases in accordance with ASC 842 Leases . The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right-of-use (ROU) asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective-interest rate method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Government grants and assistance – Government grants are recognized at their fair value in the period when there is reasonable assurance that the conditions attaching to the grant will be met and that the grant will be received. Grants are recognized as income over the periods necessary to match them with the related costs that they are intended to compensate. When the grant relates to an asset, it is recognized as income over the useful life of the depreciable asset by way of government assistance. The Company also receives interest-free repayable loans from the Atlantic Canada Opportunities Agency (“ACOA”), a government agency. The benefit of the loan at a below-market rate of interest is treated as a government grant, measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates. The fair value of the components, being the loan and the government grant, must be calculated initially in order to allocate the proceeds to the components. The valuation is complex, as there is no active trading market for these items and is based on unobservable inputs. Revenue recognition – The Company’s revenue is generated from product sales as well as development revenue. The Company recognizes revenue when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products or services. Revenue from the sale of prototypes and finished products is recognized at the point in time when control of the asset is transferred to the customer, generally on delivery of goods. The Company considers whether there are other obligations in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated. In determining the transaction price for the sale of prototypes, the Company considers the effects of variable consideration, the existence of significant financial components, non-cash consideration and consideration payable to the customer (if any). Revenue from development activities is recognized over time, using an input method to measure progress towards complete satisfaction of the research activities and associated performance obligations identified within each contract have been satisfied. Deferred revenue – consist of fees invoiced or paid by the Company’s customers for which the associated performance obligations have not been satisfied and revenue has not been recognized based on the Company’s revenue recognition criteria described above. Deferred revenue is reported in a net position on an individual contract basis at the end of each reporting period and is classified as current in the consolidated balance sheet when the revenue recognition associated with the related customer payments and invoicing is expected to occur within one year of the balance sheet date and as long-term when the revenue recognition associated with the related customer payments and invoicing is expected to occur more than one year from the balance sheet date. Fair value measurements – The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. Fair value option – Under the Fair Value Option Subsections of ASC Subtopic 825-10, Financial Instruments – Overall, the Company has the irrevocable option to report certain financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in the statement of operations. Any changes in the fair value of liabilities resulting from changes in instrument-specific credit risk are reported in other comprehensive income. Research and development – Research and development activities are expensed as incurred. Basic and diluted earnings (loss) per share – Basic earnings (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common stock outstanding during the period. Diluted earnings (loss) per common share gives effect to all dilutive potential common stock outstanding during the period including stock options, deferred stock units (“DSUs”), Restricted Share Units ("RSUs"), and warrants which are calculated using the treasury stock method, and convertible debt instruments using the if-converted method. Diluted earnings (loss) per common share excludes all dilutive potential stock if their effect is anti-dilutive. Stock based compensation – The Company recognizes compensation expense for equity awards based on the grant date fair value of the award. The Company recognizes stock-based compensation expense for awards granted to employees that have a graded vesting schedule based on a service condition only on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards (the “graded-vesting attribution method”), based on the estimated grant date fair value for each separately vesting tranche. For equity awards with a graded vesting schedule and a combination of service and performance conditions, the Company recognizes stock-based compensation expense using a graded-vesting attribution method over the requisite service period when the achievement of a performance-based milestone is probable, based on the relative satisfaction of the performance condition as of the reporting date. For stock-based awards granted to consultants and non-employees, compensation expense is recognized using the graded-vesting attribution method over the period during which services are rendered by such consultants and non-employees until completed. The measurement date for each tranche of employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees’ requisite service period, which is the vesting period. The Company estimates the grant date fair value of awards using the Black-Scholes option pricing model and estimates the number of forfeitures expected to occur. The Company may use other pricing models when applicable such as Monte-Carlo simulation. See note 15 for the Company’s assumptions used in connection with option grants made during the periods covered by these consolidated financial statements. Income taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that the related tax benefits will not be realized. Authoritative guidance for uncertainty in income taxes requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an examination. Management has reviewed the Company’s tax positions and determined there were no uncertain tax positions requiring recognition in the consolidated financial statements. Company tax returns remain subject to Federal, Provincial and State tax examinations. Generally, the applicable statutes of limitation are three to four years from their respective filings . Recently adopted accounting pronouncements ASU 2019-12 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 Accounting Standards Codification (ASC) Topic 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 consolidated financial statements. ASU 2020-09 In October 2020, the FASB issued ASU 2020-09, Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762. 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 adopted ASU 2020-09 on January 1, 2021 and its adoption did no t have a material effect on the Company's consolidated financial statements and related disclosures. ASU 2020-10 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 consolidated financial statements and related disclosures. Accounting pronouncements not yet adopted ASU 2021-04 In April 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260) . This guidance clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options due to a lack of explicit guidance in the FASB Codification. This guidance is effective for the Company's interim and annual reporting periods beginning after December 15, 2021. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. ASU 2021-08 In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers . This guidance will be effective for the Company's interim and annual reporting periods beginning after December 15, 2022. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. ASU 2021-10 In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosure by Business Entities about Government Assistance, which improves the transparency of government assistance received by most business entities by requiring the disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and (3) the effect of the assistance on a business entity's financial statements. This guidance is effective for the Company's interim and annual reporting periods beginning after December 15, 2021. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. |
Acquisitions and Preferred Stoc
Acquisitions and Preferred Stock Liability | 12 Months Ended |
Dec. 31, 2021 | |
Acquisitions and Preferred Stock Liability [Abstract] | |
Acquisitions and Preferred Stock Liability | 3. Acquisitions and preferred stock liability 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 of 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 Combinations , 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 consolidated financial statements are those of MMI prior to June 28, 2021 and exclude the balance sheets, results of operations and comprehensive loss, statement of changes in stockholders' equity, and statements of cash flows of Torchlight prior to June 28, 2021. Measuring the Consideration Transferred The accounting acquirer issued no cash 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 $ 358,138,773 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. • 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 closing 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 Consolidated Financial Statements Post Reverse Acquisition The consolidated 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 consolidated 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. Pursuant to the completion of Torchlight RTO on June 28, 2021 and as a result of information presented post acquisition, the Company has made the following changes to the purchase price allocation previously disclosed in the interim financial statements for the three and six months ended June 30, 2021 in Form 10-Q: • decreased the consideration by $ 169,592 and reclassed the preferred stock liability from the consideration value to the acquired liabilities. • decreased the value of the acquired oil and natural gas ("O&G") assets and the preferred stock liability by $ 197,608 and $ 5,306,354 respectively, to reflect the finalization of a third-party valuation study of the O&G assets as of June 28, 2021. • decreased working capital by $ 1,034,288 as a result of recording pre-acquisition receivable of $ 3,404,866 , liabilities of $ 865,650 and reduce cash as of June 28, 2021 by $ 3,573,504 . The pre-acquisition receivable represents shares issued before acquisition date where the cash was received immediately after the acquisition date. • As a result, the Goodwill balance has decreased by $ 4,244,265 . 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 assessment of any tax assets and liabilities and tax position in different jurisdictions. 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. The following table summarizes the preliminary allocation of the purchase price to the net assets acquired based on the respective fair value of the acquired assets and liabilities: 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 2,773,778 Fair value of Torchlight’s outstanding options – Additional paid in capital 9,397,988 Total Effect on Equity 369,461,410 Effective settlement of notes payable by MMI to Torchlight 1 ( 11,322,637 ) $ 358,138,773 Net assets (liabilities) of Torchlight: Cash and cash equivalents $ 143,381,229 Other assets 3,906,290 Oil and natural gas properties 2 72,600,000 Preferred stock liability 2 ( 72,600,000 ) Accounts payable ( 2,496,510 ) Other liabilities ( 21,937 ) Goodwill 3 213,369,701 $ 358,138,773 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 (see note 10 to these consolidated financial statements for further details). 2 Oil and natural gas properties and preferred stock liability Valuation at acquisition Acquired oil and natural gas properties include the Orogrande Project property in West Texas and the Hazel Project property in the Midland basin in West Texas. Refer to note 5 for additional details. The Company engaged an independent valuation firm to assist in the determination of the fair value of the Orogrande Project property and the Hazel Project property as of June 28, 2021 and December 31, 2021. The estimated fair value of the Orogrande Project property was calculated as the sum of the median of each of: • a range of fair values of identified drilling locations determined using numerous assumptions including the number of drilling locations, forecasted production volumes per drilling location, fair value per barrel of forecasted production volumes based on comparable transactions or entities with acreage proximal to the Orogrande Project property, and applying a drilling location risk factor (collectively, “drilling location assumptions”); and • a range of fair values of the undeveloped land acreage determined using numerous assumptions including the number of undeveloped land acres, fair value per acre for comparable transactions or entities with acreage proximal to the Orogrande Project property, and applying an acreage risk factor (collectively, “undeveloped land assumptions”). The estimated fair value of the Hazel Project property was calculated using a discounted cash flow model. The significant estimates and assumptions used by the Company in the determination of the fair value of the Hazel Project property at acquisition date included forecasted production volumes, forecasted commodity prices, and the discount rate. The Company valuation concluded an implied enterprise value as of June 28, 2021 to be between $ 57.7 million and $ 101.1 million. The Company recorded the fair value of the Orogrande Project property at $ 71.1 million and the fair value of the Hazel Project property at $ 1.5 million, totaling a value of $ 72.6 million. 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. As a result, the fair value measurement of the oil and natural gas properties also forms the basis for the fair value measurement of the preferred stock liability as of June 28, 2021 and as of December 31, 2021. The preferred stock liability is accounted for in accordance with ASC 480 Distinguishing Liabilities from Equity . 2021 developments After the closing of the merger transaction with Torchlight, the Company engaged in a series of activities related to the oil and gas assets to ensure that compliance with the relevant leases was maintained and that the lease rights retained their value in advance of a possible sale or other disposition. The activities over a 4-month period were focused on the obligation to drill four wells on the subject leased property by year-end 2021 to ensure continued compliance with the lease requirements. The activities included assembly of a team of professionals to manage the efforts, permitting, site preparation, drilling equipment rentals, pad preparations at each of the four sites and a variety of site clean-up, data summarization and similar activities. In 2021, the Company invested approximately $ 14.2 million in these activities to preserve compliance and the value of the assets. These costs were initially capitalized and then assessed at December 31, 2021 to determine if an adjustment was required to the carrying value based on the updated fair value determination. In addition to the drilling activities, the Company organized a new wholly owned subsidiary to enable consolidation of the leases into one company to help facilitate any future sale or other disposition of the assets and provide additional structural alternatives for such sale or disposition. Valuation at December 31, 2021 The Company continues to actively explore the sale of the assets or spinout, should a sale not occur. The Company estimated the fair value of the O&G assets by obtaining a valuation study performed by a third party valuation firm. The estimates involved are consistent with those outlined above as part of the acquisition. The valuation concluded an implied enterprise value as of December 31, 2021 to be between $ 55.1 million and $ 109.0 million. The Company recorded the fair value of the Orogrande Project property at $ 72.0 million and the fair value of the Hazel Project property at $ 3.5 million, totaling a value of $ 75.5 million. There are 164,923,363 outstanding Series A Non-Voting Preferred shares as of December 31, 2021. 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 $ 358.1 million. Further, the net assets of Torchlight acquired by MMI has been estimated to be approximately $ 144.8 million. The difference between the $ 358.1 million of consideration deemed to have been transferred and the $144.8 million of net assets acquired results in goodwill of approximately $ 213.4 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 company deemed it necessary to perform an annual test for impairment at December 31, 2021 due to market conditions. As at December 31, 2021 no impairment was found. Revenue and losses from the Torchlight RTO since the acquisition date included in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021 were $ Nil and $ 15.8 million respectively. Unaudited pro forma results of operations for the years ended December 31, 2021 and 2020 are included below as if the Torchlight RTO occurred on January 1, 2020. This summary of the unaudited pro forma results of operations is not necessarily indicative of what the Company’s results of operations would have been had Torchlight been acquired at the beginning of 2020, nor does it purport to represent results of operations for any future periods. Year ended Year ended December 31, 2021 December 31, 2020 META excluding Torchlight Torchlight Total META Torchlight Total Revenue $ 4,082,517 $ 94,537 $ 4,177,054 $ 1,122,183 $ 193,379 $ 1,315,562 Net loss ( 75,181,395 ) ( 23,652,112 ) ( 98,833,507 ) ( 11,611,259 ) ( 12,781,896 ) ( 24,393,155 ) Add back: acquisition cost 3,220,870 4,103,184 7,324,054 724,129 — 724,129 Adjusted net loss $ ( 71,960,525 ) $ ( 19,548,928 ) $ ( 91,509,453 ) $ ( 10,887,130 ) $ ( 12,781,896 ) $ ( 23,669,026 ) Acquisition cost includes legal, accounting, and other professional fees related to the Torchlight acquisition. Nanotech acquisition On August 5, 2021, the Company announced the signing of a definitive agreement to indirectly acquire Nanotech Security Corp. (“Nanotech”). On October 5, 2021 , a wholly-owned subsidiary of META purchased 100 % of Nanotech’s common stock at CA$ 1.25 per share. In addition, the transaction price included the settlement of certain Nanotech share awards outstanding immediately prior to the closing of the agreement, including the repurchase and cancellation of 303,391 Nanotech restricted share units ("RSU") at a purchase price of CA$ 1.25 per RSU and the settlement of 4,359,000 Nanotech in-the-money stock options at a purchase price equal to CA$ 1.25 per option, less the exercise price thereof. The consideration payable to securityholders under the arrangement was payable in cash, resulting in a total purchase price of $ 72.1 million (CA$ 90.8 million). 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 assessment of any tax assets and liabilities and tax position in different jurisdictions. 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. The preliminary allocation of consideration paid for the Nanotech acquisition is s ummarized as follows: Amount Consideration paid to acquire Nanotech outstanding common stock $ 69,214,652 Consideration paid to repurchase Nanotech restricted stock units (RSUs) 300,610 Consideration paid to repurchase Nanotech stock options 2,612,035 $ 72,127,297 Net assets (liabilities) of Nanotech: Cash and cash equivalents $ 5,974,254 Accounts receivable 741,783 Trade payables ( 1,349,139 ) Prepaid expenses 271,741 Inventory 126,326 Property and equipment 14,771,456 Intangibles 25,309,847 Deferred tax liability ( 859,394 ) Goodwill 27,140,423 $ 72,127,297 The preliminary purchase price allocation is subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed, including certain contracts and obligations. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition. The estimated fair value of acquired assets and liabilities has been measured as at the acquisition date based on a valuation report provided by a third-party valuation expert. Acquired property, plant and equipment acquired totaling $ 14.8 million is comprised primarily of a production facility in Quebec, Canada with an estimated fair value of $ 6.0 million, as well as specialized machinery and equipment with an estimated fair value of $ 8.6 million. Acquired intangible assets totaling $ 25.3 million include a developed optical thin film technology intangible asset ($ 0.2 million), a developed nanotechnology intangible asset ($ 14.8 million) as well as a customer contract intangible asset for $ 10.3 million. The significant estimates and assumptions used by the Company in the determination of the fair value of acquired intangible technology assets include the revenue growth rate, the royalty rate and the discount rate. The significant estimates and assumptions used by the Company in the determination of the fair value of the acquired customer contract intangible asset include the revenue growth rate and the discount rate. The goodwill resulting from the transaction is attributable to different factors including assembled workforce, Nanotech's market potential, specific purchase synergies, technical know-how and expertise, customer service capabilities, geographical presence, and manufacturing capabilities. Revenue and losses from the Nanotech acquisition since the acquisition date included in the consolidated statements of operations for the year ended December 31, 2021 were $ 1.8 million and $ 0.9 million respectively. Unaudited pro forma results of operations for the years ended December 31, 2021 and 2020 are included below as if the Nanotech acquisition occurred on January 1, 2020. This summary of the unaudited pro forma results of operations is not necessarily indicative of what the Company’s results of operations would have been had Nanotech been acquired at the beginning of 2020, nor does it purport to represent results of operations for any future periods. Year ended Year ended December 31, 2021 December 31, 2020 META excluding Nanotech Nanotech Total META Nanotech Total Revenue $ 2,237,470 $ 7,755,350 $ 9,992,820 $ 1,122,183 $ 5,944,983 $ 7,067,166 Net loss ( 90,279,119 ) ( 2,942,395 ) ( 93,221,514 ) ( 11,611,259 ) ( 1,040,463 ) ( 12,651,722 ) Add back: acquisition cost 1,837,796 1,646,522 3,484,318 — — — Deduct: additional depreciation and amortization — ( 3,143,659 ) ( 3,143,659 ) — ( 3,844,899 ) ( 3,844,899 ) Adjusted net loss $ ( 88,441,323 ) $ ( 4,439,532 ) $ ( 92,880,855 ) $ ( 11,611,259 ) $ ( 4,885,362 ) $ ( 16,496,621 ) Acquisition cost includes legal, accounting, and other professional fees related to the Nanotech acquisition. Additional depreciation and amortization is based on the above-mentioned valuation report that was performed as at October 5, 2021. CPM RTO As outlined in note 1, on August 16, 2019, MTI entered into an Amalgamation Agreement (“Amalgamation Agreement”) with CPM, a Canadian public company listed on the CSE in relation to a Reverse Takeover transaction of CPM by MTI (“CPM RTO”). On October 10, 2019, CPM shareholders approved matters ancillary to the transaction and on November 25, 2019, MTI shareholders approved the CPM RTO. Subject to an amendment to the Amalgamation Agreement dated March 4, 2020, the CPM RTO was completed on March 5, 2020. The CPM RTO was completed by the way of three-cornered amalgamation, whereby MTI was amalgamated with CPM Subco and holders of stock of MTI received common stock of MMI as consideration. Pursuant to the Amalgamation Agreement, the holders of the common stock of MTI (“MTI Common Stock”) and holders of MTI’s Class A-1 preferred stock of MTI received MMI Common Stock in exchange for their MTI Common Stock at a ratio of 2.75 MMI Common Stock for each MTI Common Share or Class A-1 Preferred share held. Also pursuant to the Amalgamation Agreement, the holders of MTI’s Class A-2 preferred stock received 4.125 Resultant Issuer Common Stock for each Class A-2 preferred share held. Upon completion of the CPM RTO, all of MTI’s outstanding options, deferred share units and other securities exercisable or exchangeable for, or convertible into, and any other rights to acquire MTI Common Stock were exchanged for securities exercisable or exchangeable for, or convertible into, or other rights to acquire MMI Common Stock. Immediately following the completion of the CPM RTO, the former security holders of MTI owned approximately 86% of the Resulting Issuer Common Stock, on a fully diluted basis; accordingly, the former shareholders of MTI, as a group, retained control of MMI, and while CPM was the legal acquirer of MTI, MTI was deemed to be the acquirer for accounting purposes. As CPM did not meet the definition of a business as defined in ASC 805— Business Combinations , the acquisition is not within the scope of ASC 805 and was considered to be a reverse recapitalization. Reverse recapitalization accounting applies when a non-operating public shell company (CPM) acquires a private operating company (MTI) and the owners and management of the private operating company have actual or effective voting and operating control of the combined company. A reverse recapitalization is equivalent to the issuance of stock by the private operating company for the net monetary assets of the public shell corporation accompanied by a recapitalization with accounting similar to that resulting from a reverse acquisition, except that no goodwill or other intangible assets are recorded. Since the transaction was treated as capital transaction in substance, the consideration transferred was assumed to equal the fair value of CPM’s net monetary assets of $ 3,110,834 . Consideration transferred was then allocated between stock and options based on the fair value of the options deemed to have been issued. Accordingly, $ 212,566 has been allocated to options as outlined in consolidated Statements of changes in stockholders’ equity with the remainder $ 2,898,268 allocated to common stock. The carrying value of CPM’s assets and liabilities have been assumed to approximate their fair values, due to their short-term nature. The following table summarizes the monetary assets acquired and liabilities assumed using the March 5, 2020 exchange rate of $1.00 CAD = $0.7454 USD: Amount Cash and cash equivalents $ 3,112,172 Marketable securities 3,274 Accounts receivable 20,277 Accounts payable and accrued liabilities (24,889 ) $ 3,110,834 The fair value of CPM’s 700,000 options issued has been estimated using the Black-Scholes option pricing model with the following assumptions: Amount Risk free interest rate 0.83 % - 0.96 % Expected volatility 117 % - 134 % Expected dividend yield 0 % Expected forfeiture rate 0 % Fair value of Resulting Issuer Common Share CA$ 0.62 Exercise price of the options CA$ 0.35 Expected term for directors resigning from CPM board 6 months Expected term for a director continuing as Resulting Issuer director 8 years Revenue and losses from the CPM RTO since the acquisition date were Nil since acquisition. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | 4. Related party transactions As of December 31, 2021 and December 31, 2020, receivables due from a related party (Lamda Guard Technologies Ltd, or “LGTL”) were for a nominal amount and $ nil , respectively. On March 16, 2021, MMI converted an amount of $ 0.3 million 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 $ 0.2 million in common stock in the consolidated statements of changes in stockholders’ equity at fair value at the time of conversion and recorded the difference of $ 0.1 million between the fair value of the common stock and the carrying value of the extinguished liability as a loss on debt settlement in the consolidated statements of operations and comprehensive loss. As of December 31, 2021, and 2020, related party payables due to LGTL were $ Nil and $ 0.2 million respectively. |
Assets Held for Sale
Assets Held for Sale | 12 Months Ended |
Dec. 31, 2021 | |
Assets Held for Sales Disclosure [Abstract] | |
Assets Held for Sale | 5. Assets held for sale As of December 31, 2021, assets held for sale represented the acquired oil and natural gas properties from the Torchlight RTO. Refer to note 3 for details of the fair value determination. Orogrande Project, West Texas On August 7, 2014, Torchlight entered into a Purchase Agreement with Hudspeth Oil Corporation (“Hudspeth”), McCabe Petroleum Corporation (“MPC”), and Gregory McCabe, Torchlight prior Chairman. Mr. McCabe was the sole owner of both Hudspeth and MPC. Under the terms and conditions of the Purchase Agreement, Torchlight purchased 100 % of the capital stock of Hudspeth which held certain oil and gas assets, including a 100 % working interest in approximately 172,000 predominately contiguous acres in the Orogrande Basin in West Texas. Mr. McCabe has, at his option, a 10 % working interest back-in after payout and a reversionary interest if drilling obligations are not met, all under the terms and conditions of a participation and development agreement among Hudspeth, MPC and Mr. McCabe. Mr. McCabe also holds a 4.5 % overriding royalty interest in the Orogrande acreage, which he obtained prior to, and was not a part of the August 2014 transaction. Effective March 27, 2017, the property became subject to a DDU Agreement which allows for all 192 existing leases covering approximately 134,000 net acres leased from University Lands to be combined into one drilling and development unit for development purposes. The term of the DDU Agreement expires on December 31, 2023, and the time to drill on the drilling and development unit continues through December 2023. The DDU Agreement also grants the right to extend the DDU Agreement through December 2028 if compliance with the DDU Agreement is met and the extension fee associated with the additional time is paid. On July 25, 2018, Torchlight and Hudspeth entered into a Settlement & Purchase Agreement (the “Settlement Agreement”) with Founders (and Founders Oil & Gas Operating, LLC, former Operator), Wolfbone and MPC (entities controlled by Torchlight prior Chairman), which agreement provided for Founders assigning all of its working interest in the oil and gas leases of the Orogrande Project to Hudspeth and Wolfbone equally. Future well capital spending obligations remained the same 50 % contribution from Hudspeth and 50 % from Wolfbone until such time as the $ 40.5 million to be spent on the project. The Company's outstanding drilling obligations includes five wells in 2022 and 2023. All drilling obligations through December 31, 2021 have been met. The drilling obligations are minimum yearly requirements and may be exceeded if acceleration is desired. The Orogrande Project ownership as of December 31, 2021 is detailed as follows: Revenue Interest Working Interest University Lands - Mineral Owner 20.00 % n/a ORRI - Magdalena Royalties, LLC, and entity controlled by Gregory McCabe, Chairman 4.50 % n/a ORRI - Unrelated Party 0.50 % n/a Hudspeth Oil Corporation, a subsidiary of Meta Materials Inc. 49.88 % 66.50 % Wolfbone Investments LLC, and entity controlled by Gregory McCabe, Chairman 18.75 % 25.00 % Conversion by Note Holders in March, 2020 4.50 % 6.00 % Unrelated Party 1.88 % 2.50 % 100.00 % 100.00 % Hazel Project in the Midland Basin in West Texas Effective April 4, 2016, a wholly owned subsidiary of Torchlight acquired from MPC a 66.66 % working interest in approximately 12,000 acres in the Midland Basin. A back-in after payout of a 25 % working interest was retained by MPC and another unrelated working interest owner. In October 2016, the holders of Torchlight's outstanding shares of Series C Preferred Stock (which were issued in July 2016) elected to convert into a total 33.33 % working interest in the Hazel Project, reducing Torchlight ownership from 66.66 % to a 33.33 % working interest. On January 30, 2017, Torchlight entered into and closed an Agreement and Plan of Reorganization and a Plan of Merger with an entity which was wholly-owned by Mr. McCabe, which resulted in the acquisition of approximately 40.66 % working interest in the 12,000 gross acres, 9,600 net acres, in the Hazel Project. Also, on January 30, 2017, the Company entered into and closed a Purchase and Sale Agreement with Wolfbone. Under the agreement, Torchlight acquired certain of Wolfbone’s Hazel Project assets, including its interest in the Flying B Ranch #1 well and the 40 acre unit surrounding the well. Upon the closing of the transactions, Torchlight's working interest in the Hazel Project increased by 40.66 % to a total ownership of 74 %. Effective June 1, 2017, Torchlight acquired an additional 6 % working interest from unrelated working interest owners increasing its working interest in the Hazel project to 80 %, and an overall net revenue interest of 74 - 75 %. The Company has drilled six test wells on the Hazel Project to capture and document the scientific base in support of demonstrating the production potential of the property. Option Agreement with Masterson Hazel Partners, LP On August 13, 2020, Torchlight's subsidiaries Torchlight Energy, Inc. and Torchlight Hazel, LLC (collectively, “Torchlight”) entered into an option agreement (the “Option Agreement”) with Masterson Hazel Partners, LP (“MHP”) and McCabe Petroleum Corporation. Under the agreement, MHP was obligated to drill and complete, or cause to be drilled and completed, at its sole cost and expense, a new lateral well (the “Well”) on the Hazel Project, sufficient to satisfy Torchlight’s continuous development obligations on the southern half of the prospect no later than September 30, 2020. MHP has satisfied this drilling obligation. MHP paid to Torchlight $ 1,000 as an option fee at the time of execution of the Option Agreement. MHP is entitled to receive, as its sole recourse for the recoupment of drilling costs, the revenue from production of the Well attributable to Torchlight’s interest until such time as it has recovered its reasonable costs and expenses for drilling, completing, and operating the well. In exchange for MHP satisfying the above drilling obligations, Torchlight granted to MHP the exclusive right and option to perform operations, at MHP’s sole cost and expense, on the Hazel Project sufficient to satisfy Torchlight’s continuous development obligations on the northern half of the prospect. Because MHP exercised this drilling option and satisfied the continuous development obligations on the northern half of the prospect, under the terms of the Option Agreement (as amended in September 2020) MHP had the option to purchase the entire Hazel Project no later than May 31, 2021 under the terms of a form of Purchase and Sale Agreement included as an exhibit to the Option Agreement, at an aggregate purchase price of $ 12,690,704 for approximately 9,762 net mineral acres, and not less than 74 % net revenue interest (approximately $ 1,300 per net mineral acre).The option expired unexercised and concurrently, all of the Hazel Project leases expired except for those leases relating to the two producing wells. The continuing leases cover approximately 645 gross acres, 516 net acres, in the Hazel Project. Hunton Play, Central Oklahoma Presently, the Company is producing from one well in the Viking Area of Mutual Interest and one well in Prairie Grove. These assets were not included in the valuation by a third party valuation firm given their nominal value. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | 6. Inventory Inventory consists of photosensitive materials, lenses, laser protection film and finished eyewear, and is comprised of the following: As of December 31, 2021 2020 Raw materials $ 196,868 $ 378,265 Supplies 8,886 14,414 Work in process 30,636 69,380 Finished goods 29,328 1,323 Total inventory $ 265,718 $ 463,382 The Company has a contract with a primary raw material supplier which outlines certain restrictions for use of the associated materials. Raw material inventory as at December 31, 2021 includes $ Nil (2020 - $ 0.3 million) that is restricted. The Company expensed $ 0.2 million o f restricted raw materials inventory to research and development expense during the year ended December 31, 2021 (2020 - $ 0.2 million). During the year ended December 31, 2021, the Company recognized $ 0.7 million (2020 - Nominal amount) of inventory in cost of goods sold in the consolidated statements of operations and comprehensive loss. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 7. Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following: As of December 31, 2021 2020 Prepaid expenses $ 1,262,112 $ 227,425 Other current assets 683,044 134,466 Taxes receivable 1,506,211 152,312 Total prepaid expenses and other current assets $ 3,451,367 $ 514,203 |
Property, plant and equipment,
Property, plant and equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment, net | 8. Property, plant and equipment, net Property, plant and equipment consist of the following: As of December 31, Useful life 2021 2020 (years) Land N/A $ 469,317 $ — Building 25 5,509,403 — Computer equipment 3 - 5 262,320 163,856 Computer software 1 277,717 256,554 Manufacturing equipment 2 - 10 17,762,405 6,645,986 Office furniture 5 - 7 525,961 99,234 Leasehold improvements 2 - 5 236,251 — Enterprise Resource Planning software 5 211,149 210,254 Assets under construction N/A 8,872,695 424,393 34,127,218 7,800,277 Accumulated depreciation and impairment ( 7,109,104 ) ( 5,039,106 ) $ 27,018,114 $ 2,761,171 Depreciation expense was $ 1.8 million and $ 1.6 million for the year ended December 31, 2021 and 2020, respectively. Impairment expense was $ 0.3 million and $ Nil for the year ended December 31, 2021 and 2020 respectively. Land and building were acquired as part of the Nanotech acquisition. Manufacturing equipment additions include $ 8.6 million of acquired equipment as part of the Nanotech acquisition, $ 1.4 million in purchased equipment for the Highfield Park facility in Nova Scotia, Canada and $ 1.2 million in equipment purchased for the NANOWEB ® pilot scale production line in the facility in Pleasanton, California, USA. Assets under construction include $ 5.4 million in costs related to ongoing construction work at the Highfield Park and Pleasanton facilities and $ 3.6 million of equipment in transit. 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. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 9. Intangible Assets and Goodwill Intangibles Intangibles consist of the following: As of December 31, Useful life 2021 2020 (years) Patents 5 - 10 $ 7,839,182 $ 6,954,657 Trademarks N/A 132,636 72,804 Developed technology 20 14,931,377 — Customer contract 5 10,253,983 — 33,157,178 7,027,461 Accumulated amortization and impairment ( 4,185,354 ) ( 2,550,847 ) $ 28,971,824 $ 4,476,614 Amortization expense was $ 1.7 million and $ 0.8 million for the years ended December 31, 2021 and 2020, respectively. Developed technology and customer contract additions represent the acquired intangibles as part of the Nanotech acquisition. Goodwill During the year ended December 31, 2021, the Company recognized $ 213.4 million in goodwill from the Torchlight RTO and $ 27.1 million in goodwill from the Nanotech acquisition. The Company performs the annual impairment test for goodwill at year-end, by comparing the reporting unit’s fair value to its carrying amount, including goodwill, as of December 31, 2021, using the market approach to determine fair value. As the reporting unit’s fair value exceeded its carrying amount, the Company determined that goodwill was not impaired. The key assumption used to calculate the recoverable amount of goodwill as of December 31, 2021 was the Company’s share price. |
Unsecured Convertible Promissor
Unsecured Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Unsecured convertible promissory notes | 12. Unsecured convertible debentures Unsecured convertible debentures (the “Unsecured Debentures”) consist of the following: Year ended December 31, 2021 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 (US $ 693,784 ) 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 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 consolidated statements of changes in stockholders’ equity. In addition, the accumulated losses in OCI of $ 154,347 were recycled to the statements of operations. |
Secured Convertible Debentures
Secured Convertible Debentures | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Secured convertible debentures | 11. Secured convertible debentures Year ended December 31, 2021 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 was required to maintain a working capital ratio of no less than 3:1 . The 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 consolidated 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 | 12 Months Ended |
Dec. 31, 2021 | |
Debt Instruments [Abstract] | |
Unsecured convertible debentures | 10. Unsecured convertible promissory notes Year ended December 31, Year ended December 31, 2021 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 shares, 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 consolidated 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 Notes 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. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term debt | 13. Long-term debt As of December 31, 2021 2020 '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 December 31, 2021, the amount of principle drawn down on the loan, net of repayments, is CA$ 107,143 (2020 - CA$ 178,571 ). $ 80,390 $ 129,384 'ACOA Atlantic Innovation Fund (“AIF”) 2015 interest-free loan1, 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 December 31, 2021, the amount or principle drawn down on the loan, net of repayments, is CA$ 2,924,615 (2020 - CA$ 3,000,000 ). 1,666,764 1,458,954 ACOA BDP 2018 interest-free loan1, 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 December 31, 2021, the amount of principle drawn down on the loan, net of repayments, is CA$ 2,781,250 (2020 - CA$ 3,000,000 ). 1,319,130 1,285,307 ACOA BDP 2019 interest-free loan 1 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 December 31, 2021, the amount of principle drawn down on the loan, net of repayments, is CA$ 90,278 (2020 - CA$ 62,165 ). 42,011 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 December 31, 2021, the amount of principle drawn down on the loan is CA$ 390,000 (2020 - $ Nil ). 120,154 — 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 3,228,449 3,034,048 Less: current portion 491,278 290,544 $ 2,737,171 $ 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 year ended Dec ember 31, 2021 of $ 145,739 (year ended December 31, 2020—$ 136,320 ) as government assistance in the consolidated 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 consolidated statements of operations and comprehensive loss. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | 14. 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 consolidated statements of changes in stockholder’s equity and in the notes to the consolidated financial statements have been retroactively restated to reflect as if the CPM RTO and 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. • The numbers of common shares issued post-CPM RTO have been multiplied by the 1.845 Torchlight conversion ratio. • 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. • 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 year ended December 31, 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 year ended December 31, 2021, the Company converted long-term debt of $ 221,843 and due to related party of $ 225,986 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 consolidated 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 year ended December 31, 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 year ended December 31, 2021, and pursuant to the Torchlight RTO, the Company recognized $ 369,631,002 in equity as the fair value of 82,813,994 common shares that were deemed to have been issued to Torchlight as part of the Torchlight RTO (note 3). During the year ended December 31, 2021, the Company issued 148,368 common shares as stock-based compensation 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 year ended December 31, 2021, the Company issued 125,000 common shares as stock-based compensation at $ 5.27 per share for a total of $ 658,750 as partial compensation for a fairness opinion obtained with respect to the Nanotech acquisition. The company paid the remaining $ 511,406 in cash. During the year ended December 31, 2020 and pursuant to the CPM RTO, all preferred shares were converted into 58,153,368 common shares. During the year ended December 31, 2020, the aggregate principal of the Secured Promissory Notes and all interest accrued up until January 28, 2020 were converted into 17,752,163 common shares. During the year ended December 31, 2020, and pursuant to the CPM RTO, the Company recognized $ 3,214,502 in equity as the fair value of 21,599,223 common shares that were deemed to have been issued to CPM as part of the CPM RTO. At-the-Market Equity Offering Program ("ATM") On June 16, 2021, Torchlight Energy Resources, Inc. ("Torchlight”) entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (the “Agent”) to conduct an “at-the-market” equity offering program pursuant to which the Company may issue and sell, from time to time at its sole discretion, shares (the "Placement Shares”) of its common stock, par value $ 0.001 per share, having an aggregate offering price of up to $ 100,000,000 (the “Shares”), through or to the Agent, as the Company’s sales agent. Subject to the terms and conditions of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. The Company has no obligation to sell any of the Shares, and may, at any time, suspend the sale of the Shares under the Sales Agreement upon proper notice to the other party. The Sales Agreement will terminate upon the issuance and sale of all of the Shares through or to the Agent, unless earlier terminated in accordance with its terms. On June 21, 2021, the Sales Agreement was amended and restated to increase the aggregate offering price to up to $ 250,000,000 . The Company has provided the Agent with customary indemnification rights, and the Agent will be entitled to an aggregate fixed commission of 3.0 % of the gross proceeds from Shares sold through the Agent under the Sales Agreement. Sales of the Shares under the Sales Agreement will be made in transactions that are deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions, including on The NASDAQ Capital Market, at market prices or as otherwise agreed to with the Agent. The Shares have been registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form S-3 (No. 333-256632) filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 28, 2021, and declared effective on June 14, 2021 (the “Registration Statement”). The Company has prepared a prospectus supplement dated June 16, 2021 and a prospectus supplement dated June 21, 2021 specifically relating to the Placement Shares to the base prospectus included as part of such registration statement. During the period from June 16, 2021 to June 25, 2021 and prior to the Torchlight RTO, Torchlight sold a total of 16,185,805 shares of common stock under the ATM for aggregate gross proceeds of approximately $ 137.5 million. There was no sale of common stock under the ATM after June 28, 2021. 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 430,380 and for an amount being recorded at $ 2,773,779 in additional paid in capital as part of the consideration transferred. The following table summarizes the changes in warrants of the Company: Year ended December 31, Year ended December 31, 2021 2020 Number of Number of warrants 1 Amount 1 warrants 1 Amount 1 Balance, beginning of year 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 ( 365,651 ) ( 49,812 ) — — Fair value of deemed issuance to Torchlight 430,380 2,773,779 — — Balance, end of year 5,264,959 $ 6,957,974 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 year ended December 31, 2021, the Company granted 2,153,500 five-year warrants (year ended December 31, 2020 - 1,455,864 ) to purchase common stock to external consultants as stock-based compensation. The fair value of 1,153,500 warrants issued during the year ended December 31, 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 consolidated statements of operations and comprehensive loss. The fair value of 1,000,000 warrants issued during the year ended December 31, 2021 was estimated to be $ 701,910 using the Monte Carlo Simulation model. The total amount has been recorded in General & Administrative expense in the consolidated statements of operations and comprehensive loss. During the year ended December 31, 2021, 365,651 warrants were exercised to purchase 361,729 common shares where a warrant holder elected a cashless exercise and consequently, the difference of 3,922 shares was withheld to cover the exercise cost. 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: Year ended December 31, Year ended December 31, 2021 2020 Number of Number of warrants 1 Amount 1 warrants 1 Amount 1 Balance, beginning of year 97,542 $ 16,144 — $ — Issued — — 97,542 16,144 Exercised ( 83,655 ) ( 14,318 ) — — Balance, end of year 13,887 $ 1,826 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. During the year ended December 31, 2021, 83,655 warrants were exercised to purchase 82,494 common shares where a warrant holder elected a cashless exercise and consequently, the difference of 1,161 shares was withheld to cover the exercise cost. 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: Year ended Year ended December 31, 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: Year ended December 31, 2021 Risk free interest rate 0.42 % Weighted average expected volatility 80 % Expected term of warrants 5 years |
Share-Based Payments
Share-Based Payments | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based payments | 15. Stock-based payments On December 3, 2021, the shareholders of the Company approved the 2021 Equity Incentive Plan to utilize the 3,500,000 shares reserved and unissued under the Torchlight 2015 Stock Option and Grant Plan and the 6,445,745 shares reserved and unissued under the MMI 2018 Stock Option and Grant plan to set the number of shares reserved for issuance under the 2021 Equity Incentive Plan at 34,945,745 shares. The 2021 Equity Incentive Plan allows the grants of non-statutory stock options, restricted stock, restricted stock units ("RSUs"), stock appreciation rights, performance units and performance shares to employees, directors, and consultants. DSU Plan Each unit 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 December 22, 2021, the Company granted 191,802 DSUs to directors of the Company with immediate vesting. The Company recognized an expense of $ 517,869 in the consolidated statement of operations and comprehensive loss based on grant date fair value of $ 2.70 . The following table summarizes the change in outstanding DSUs of the Company: Year ended December 31, 2021 2020 Outstanding, beginning of year 3,455,224 3,977,820 Issued 491,802 — Converted into common stock — ( 522,596 ) Outstanding, end of year 3,947,026 3,455,224 Information concerning units outstanding is as follows: As of December 31, 2021 2020 Issue price Number of units Number of units CA$ 0.27 3,348,675 3,348,675 CA$ 0.51 106,549 106,549 US$ 2.70 491,802 — 3,947,026 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. RSU Plan Each unit is convertible at the option of the holder into one common share of the Company upon meeting the vesting conditions. During the year ended December 31, 2021, the Company granted 300,000 RSUs to a consulting firm with vesting conditions satisfied in 2021. The Company recognized an expense of $ 1,928,000 in the consolidated statement of operations and comprehensive loss based on weighted average grant date fair value of $ 6.43 /unit. As of December 31, 2021, there was $ Nil unrecognized compensation cost related to unvested RSUs. 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 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 year ended December 31, 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 consolidated statements of operations was as follows: Year ended December 31, 2021 2020 2019 Selling & Marketing $ 34,735 $ 61,560 $ 154,086 General & Administrative 544,530 1,114,556 940,613 Research & Development 479,715 333,570 198,073 $ 1,058,980 $ 1,509,686 $ 1,292,772 The following table summarizes the change in outstanding stock options of the Company: Average Average exercise exercise price per remaining Aggregate Number of stock contractual intrinsic Outstanding, December 31, 2019 14,502,303 $ 0.33 8.38 $ 104,500 Issued to CPM executives and directors pursuant to CPM RTO 1,291,500 0.19 Granted 13,402,080 0.34 Forfeited ( 2,627,510 ) 0.34 Expired ( 2,090,866 ) 0.27 Outstanding, December 31, 2020 24,477,507 $ 0.33 8.36 $ 688,952 Exercised ( 4,486,965 ) 0.36 Forfeited ( 85,901 ) 0.34 Fair value of deemed issuance to Torchlight 1,500,000 2.22 Outstanding, December 31, 2021 21,404,641 $ 0.46 7.34 $ 56,924,556 Exercisable, December 31, 2021 13,231,030 $ 0.54 6.74 $ 34,148,435 Below is a summary of the outstanding options as at December 31, 2021: Exercise price Number outstanding Number exercisable CA$ 0.34 19,067,529 10,893,918 CA$ 0.15 518,112 518,112 CA$ 0.19 369,000 369,000 US$ 2.00 1,075,000 1,125,000 US$ 1.00 375,000 325,000 21,404,641 13,231,030 Below is a summary of the outstanding options as at December 31, 2020: Exercise price Number outstanding Number exercisable 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 December 31, 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 year ended December 31, 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: Year ended December 31, 2021 2020 2019 Dividend yield [%] — — — Volatility 84 % 52 %- 134 % 84 %- 130 % Risk-free interest rate 0.73 % 0.73 % 1.21 % Expected term (in years) 1 year 7.48 years 8.67 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 | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income taxes Loss before income taxes was as follows: Year ended December 31, 2021 2020 2019 Local $ ( 30,552,839 ) $ ( 1,549,534 ) $ ( 1,278,498 ) Foreign ( 61,296,485 ) ( 10,255,435 ) ( 7,250,018 ) Loss before income taxes $ ( 91,849,324 ) $ ( 11,804,969 ) $ ( 8,528,516 ) Income tax provision was as follows: Year ended December 31, 2021 2020 2019 Current tax expense: Local $ 800 $ 800 $ 800 Foreign — — — Current tax expense 800 800 800 Deferred tax benefit: Local — — — Foreign ( 852,863 ) ( 194,510 ) ( 84,349 ) Deferred tax benefit ( 852,863 ) ( 194,510 ) ( 84,349 ) Income tax recovery $ ( 852,063 ) $ ( 193,710 ) $ ( 83,549 ) The income tax provisio n differs from the amount computed by applying the federal income tax rate of 21 % for 2021 (2020 - 21 %) to the loss before income taxes as a result of the following differences: Year ended December 31, 2021 2020 2019 Tax computed at federal statutory rate $ ( 19,288,357 ) $ ( 2,479,044 ) $ ( 1,790,988 ) State income taxes, net of federal benefit ( 1,075,114 ) ( 136,979 ) ( 113,019 ) Share-based compensation 2,289,214 317,034 285,287 Unrealized loss on FVTPL liabilities 11,752,697 — — Other permanent items ( 114,799 ) 104,181 145,204 Foreign currency and other 929,664 343,574 159,409 Impact of different tax rate in foreign jurisdiction ( 4,889,797 ) ( 787,329 ) ( 644,394 ) Change in valuation allowance 9,544,429 2,444,853 1,874,952 Income tax recovery $ ( 852,063 ) $ ( 193,710 ) $ ( 83,549 ) The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows: As of December 31, 2021 2020 Deferred tax assets Non-capital losses $ 25,110,497 $ 10,059,528 Intangible assets 69,964 62,938 Other assets 46,725 42,488 Research and development tax credits 1,972,694 — Total gross deferred tax assets 27,199,880 10,164,954 Less: valuation allowance ( 18,659,901 ) ( 9,115,472 ) 8,539,979 1,049,482 Deferred tax liabilities Intangible assets ( 6,276,390 ) ( 703,872 ) Property and equipment ( 2,226,741 ) ( 281,092 ) Long-term debt ( 251,646 ) ( 293,168 ) Funding obligation ( 109,681 ) ( 35,404 ) Unsecured convertible promissory notes — ( 54,000 ) ( 8,864,458 ) ( 1,367,536 ) Net deferred tax liability $ ( 324,479 ) $ ( 318,054 ) At December 31, 2021, the Company has net operating loss carryforwards (“NOLs”) of approximately $ 91.3 million (2020: $ 34.7 million) that can be used to offset future taxable income, and such NOLs, as well as timing differences from certain financial instruments, result in a gross deferred tax asset of approximately $ 27.2 million (2020: $ 10.2 million). These NOLs begin to expire in 2028 . In evaluating its valuation allowance, the Company considers all available positive and negative evidence, including projected future taxable income and recent financial performance. Due to uncertainty with respect to the ultimate realizability of these deferred tax assets, the Company has recorded a valuation allowance of approximately $ 18.7 million (2020: $ 9.1 million) against its deferred tax assets. |
Net loss per share
Net loss per share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net loss per share | 17. Net loss per share The following table sets forth the calculation of basic and diluted net loss per share during the periods presented: Year ended December 31, 2021 2020 2019 Numerator: Net loss $ ( 90,997,261 ) $ ( 11,611,259 ) $ ( 8,444,967 ) Denominator: Weighted-average shares, basic 232,898,398 137,258,259 50,015,137 Weighted-average shares, diluted 232,898,398 137,258,259 50,015,137 Net loss per share Basic ( 0.39 ) ( 0.08 ) ( 0.17 ) Diluted ( 0.39 ) ( 0.08 ) ( 0.17 ) The following potentially dilutive shares were not included in the calculation of diluted shares above as the effect would have been anti-dilutive: As of December 31, 2021 2020 2019 Convertible debt — 10,423,477 9,957,387 Options 21,404,641 24,477,507 7,860,328 Warrants 5,278,846 3,144,272 862,258 DSUs 3,947,026 3,947,026 1,872,750 30,630,513 41,992,282 20,552,723 |
Additional Cash Flow Informatio
Additional Cash Flow Information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Additional Cash Flow Information | 18. Additional cash flow information The net changes in operating assets and liabilities consist of the following: As of December 31, 2021 2020 2019 Grants receivable $ 149,798 $ ( 131,318 ) $ 16,243 Inventory 325,657 ( 109,986 ) ( 17,495 ) Accounts and other receivables ( 880,613 ) 58,891 ( 95,244 ) Prepaid expenses and other current assets ( 2,100,371 ) ( 27,313 ) ( 124,555 ) Trade payables 6,906,376 ( 644,120 ) 998,335 Due to related party ( 78,940 ) ( 26,984 ) 2,943 Operating lease Right-of-use Asset 1,018,691 — — Operating lease liabilities ( 688,183 ) — — $ 4,652,415 $ ( 880,830 ) $ 780,227 |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 2021 | |
Financial Instruments Disclosure [Abstract] | |
Fair value measurements | 19. 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, short-term investments, grants and accounts receivables, due from (to) related parties and trade and other payables 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 is classified at level 3 as the fair value of the O&G assets was estimated by obtaining a valuation study performed by a third party valuation firm. Refer to note 3 for the significant estimates and assumptions used by the Company in the determination of the fair value. The fair value of the preferred stock liability is also classified as level 3 since the fair value measurement of the oil and natural gas properties forms the basis for the fair value measurement of the preferred stock liability as of June 28, 2021 and as of December 31, 2021. The fair values of the funding obligation, operating lease liabilities, and long-term debt would be 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: 2021 2020 Financial liability Carrying value Fair value Carrying value Fair value Funding obligation $ 268,976 $ 170,338 $ 776,884 $ 571,839 Operating lease liabilities 4,370,635 6,149,369 270,581 270,641 Long-term debt 3,228,449 2,303,648 3,034,048 2,734,931 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 20. Revenue The Company has one operating segment based on how management internally evaluates separate financial information, business activities and management responsibility. Revenue is disaggregated as follows: Year ended December 31, 2021 2020 2019 Product sales $ 407,914 $ 2,905 $ 23,745 Contract revenue [1] 3,427,938 624,316 247,669 Other development revenue 246,665 494,962 630,996 Development revenue 3,674,603 1,119,278 878,665 $ 4,082,517 $ 1,122,183 $ 902,410 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 21 for outstanding contracts. Customer concentration A significant amount of the revenue is derived from contracts with major customers. For the year ended December 31, 2021, the Company had 3 customers that accounted for $ 3,307,914 or 81 % of total revenue. For the year ended December 31, 2020, the Company had 3 customers that accounted for $ 807,912 or 72 % of total revenue. Nanotech currently derives a significant portion of its revenue from contract services with a G10 central bank. In 2021, Nanotech entered into a development contract for up to $ 41.5 million over a period of up to five years . These contract services incorporate both nano-optic and optical thin film technologies and are focused on developing authentication features for future banknotes. During the year ended December 31, 2021, revenue recognized from this development contract represented 45 % of the Company's total revenue. Cooperation Framework Agreement During the year ended December 31, 2020, the Company entered into a Cooperation Framework Agreement ("CFA") with Covestro Deutschland AG (“Covestro”) where Covestro is obligated to provide EUR 800,000 (US$ 987,577 ) of proceeds to the Company in exchange for a license to the Interglass patents and upon the completion of certain performance milestones. The Company has also entered into an agreement with Canton Zug in Switzerland for the acquisition of specialized lens casting production equipment and intellectual property ("Interglass assets") for US$ 800,000 . During the year ended December 31, 2021, and pursuant to receiving the required funds from Covestro, the Company acquired and recognized the Interglass assets in property, plant and equipment in the amount of $ 320,000 and intangibles in the amount of $ 480,000 . The Company identified the performance obligations associated with the agreement as per ASC 606 Revenue Recognition and recognized the full amount of the contract as development revenue in the consolidated statement of operations and comprehensive loss. |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue | 21. Deferred revenue Deferred revenue consists of the following: As of December 31, 2021 2020 Satair A/S-exclusive rights [1] 717,615 815,310 Satair A/S-advance against PO [2] 490,929 488,847 LM Aero-MetaSOLAR commercialization [3] 92,698 646,135 Breakthrough Starshot Foundation [4] 75,000 75,000 Innovate UK-R&D tax credit 18,588 18,778 Other deferred revenue 21,910 — 1,416,740 2,044,070 Less current portion 779,732 1,239,927 $ 637,008 $ 804,143 [1] On September 18, 2018, the Company signed an exclusive distribution agreement with Satair A/S for a term of 10 years . According to this agreement, the Company grants Satair A/S the exclusive right to sell, market, and distribute eyewear and visor products incorporating metamaterial-based laser protection technology that are developed or manufactured by the Company for use in aviation, military and defense. On September 13, 2018, the Company received a fee of $ 1,000,000 for the exclusive distribution rights granted under this agreement and the payment was recognized as deferred revenue on the consolidated balance sheets. It will be accounted as development revenue over a period of 8 years and no repayment of the $ 1,000,000 is required if the contract termination is after the 8th anniversary of the effective date. During the year ended December 31, 2021, the Company has recognized $ 102,269 (2019: $ 98,292 ) as development revenue related to this agreement. [2] On July 20, 2018, the Company received a purchase order for MetaVisor (eyewear/eye protection) from Satair A/S for $ 2,000,000 . On November 7, 2018, the Company received a partial advance payment of $ 500,000 against this purchase order. The Company has set up a guarantee/standby letter of credit with RBC. 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. As at December 31, 2021, no amount has been drawn from the letter of credit with RBC. Refer to note 28 for information regarding the letter of credit. [3] On April 26, 2017, the Company received $ 4,150,000 from Lockheed Martin Aeronautics Corporation (“LM Aero”) in relation to the Offset Project Agreement (“OPA”) . The purpose of the OPA was to document the agreement between LM Aero and the Company with respect to the Company’s planned growth through R&D and commercialization activities using the MetaSOLAR technology as well as the contribution that LM Aero made to the Company in return for the Company’s effective assistance in obtaining credit arising from the project as set forth in the OPA. The Company has set up an irrevocable standby letter of credit with RBC. In the event the Company fails to meet the obligations under the OPA, LM Aero shall draw from the letter of credit with RBC. The performance obligations for the milestone are satisfied through-out the period. During the year ended December 31, 2021, the Company has recognized $ 562,531 (2020: $ 526,109 ) as development revenue related to this agreement. [4] On March 1, 2020, the Company entered into a research agreement with Breakthrough Starshot Foundation LLC under the project “Lightsail” for $ 150,000 . The Company received $ 75,000 on March 6, 2020 which has been recorded as part of deferred revenue. |
Deferred Government Assistance
Deferred Government Assistance | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Government Assistance [Abstract] | |
Deferred Government Assistance | 22. Deferred government assistance a) Grants receivable As of December 31, 2021 2020 ACOA-PBS [1] $ 8,069 $ 11,960 Co-Op wage subsidy [2] 7,318 31,400 Canada Emergency Wage Subsidy [3] 122,940 233,446 Innovate UK – Diabet [4] 13,790 51,062 NSBI - Export development program [5] 23,663 — $ 175,780 $ 327,868 [1] On November 21, 2018, ACOA approved two non-repayable contribution of $ 37,679 each to the Company under Business Development Program – Productivity and Business skills (“PBS”) for the cost to create product and commercialization strategies. [2] During 2021 and 2020, the Company applied for and received grants related to co-op students and recent graduates under the Nova Scotia Co-Op Subsidy, Graduate To Opportunity Program ("GTO") and Venture for Canada program ("VFC"). [3] During 2021, the Company received the 2020 outstanding balance of $ 233,446 as well as recognized $ 443,494 government assistance from Canada Emergency Wage subsidy ("CEWS") as other income in the consolidated statements of operations and comprehensive loss, of which $ 321,547 has been received. [4] On February 13, 2019, Innovate UK approved a grant to MediWise for the project “Diabet – Innovate wrist device for high accuracy non-invasive blood glucose monitoring”. During 2021, the Company received $ 132,288 (2020: $ 139,940 ) in relation to the grant and recognized government assistance of $ 110,125 (2020: $ 130,734 ) as other income in the consolidated statements of operations and comprehensive loss. [5] On December 15, 2021, the Company applied for NSBI - Export development program a nd recognized $ 23,663 as other income in the consolidated statements of operations and comprehensive loss. b) Deferred government assistance As of December 31, 2021 2020 SDTC [1] $ 846,612 $ 779,579 Deferred government assistance 3,038 31,400 849,650 810,979 Less: current portion 846,612 779,578 $ 1,696,262 $ 1,590,557 [1] On May 15, 2018, the Company entered into an agreement with the Canada Foundation for Sustainable Development Technology Canada (“SDTC”) for $ 4,189,966 . The contribution provides funding for eligible costs incurred relating to the further development and demonstration of technology related to solar cells in connection with the project entitled “Enabling solar flight a testing ground for lightweight and efficient solar panels”. On March 30, 2021, the Company has received an additional 5 % contribution from SDTC of $ 223,409 (2020: $ 211,868 ) . The Company has recognized $ 161,990 (2020: $ 639,505 ) as government assistance in the consolidated statements of operations and comprehensive loss. c) Government assistance recognized in the consolidated statements of operations and comprehensive loss Year ended December 31, 2021 2020 2019 SDTC $ 161,990 $ 639,505 $ 192,574 Payroll subsidies 741,322 831,148 690,434 Amortization of deferred government assistance 145,739 135,654 135,125 Fair value gain on initial recognition of ACOA loans 236,021 — 172,352 Scientific Research and Experimental Development ("SR&ED") 448,894 — — Other grants — 23,807 41,290 $ 1,733,966 $ 1,630,114 $ 1,231,775 |
Interest expense, net
Interest expense, net | 12 Months Ended |
Dec. 31, 2021 | |
Banking and Thrift, Interest [Abstract] | |
Interest expense, net | 23. Interest expense, net Year ended December 31, 2021 2020 2019 Non-cash interest accretion $ ( 904,925 ) $ ( 1,052,478 ) $ ( 742,360 ) Interest & bank charges ( 220,460 ) ( 394,330 ) ( 394,147 ) Interest income 18,940 16,854 585 $ ( 1,106,445 ) $ ( 1,429,954 ) $ ( 1,135,922 ) |
Loss on financial instruments,
Loss on financial instruments, net | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Loss on financial instruments, net | 24. Loss on financial instruments, net Year ended December 31, 2021 2020 2019 Loss on secured convertible promissory notes $ — $ ( 5,234 ) $ ( 280,319 ) Loss on unsecured convertible promissory notes – Bridge loan ( 19,163,417 ) ( 139,610 ) — (Loss) Gain on unsecured convertible promissory notes – Torchlight notes ( 343,197 ) 354,840 — Loss on secured convertible debentures ( 16,957,029 ) ( 865,280 ) — Loss on unsecured convertible debentures ( 4,076,448 ) ( 189,709 ) — $ ( 40,540,091 ) $ ( 844,993 ) $ ( 280,319 ) The net gain/loss on financial instruments for the years ending December 31, 2021 and December 31, 2020 represent non-cash gains/losses resulting from remeasurement of the fair value of convertible financial liabilities at each balance sheet date or on conversion date using the fair value option. Each of the above referenced promissory notes and debentures included a conversion feature, exercisable at the option of the debt holder. For accounting purposes, each of these conversion features is an embedded derivative in the note or debenture. The Company elected to account for fluctuations in (a) the value of the liabilities driven by interest rate volatility and the Company’s credit risk and (b) the embedded derivatives driven by fluctuations in the Company’s common stock share price using a method known as Fair Value option. This accounting method calls for the Company to measure the fair value of the convertible financial liabilities at each balance sheet date and to record any fluctuations in the values that as non-cash adjustments relating to instrument specific credit risk in the other comprehensive income and non-cash adjustments relating to other factors in the statements of operations. If, as in the case of the liabilities described above, the debt is converted, the valuations and any adjustments are to be recorded as of the date of such conversion. The Fair Value option also provides that the total revaluation adjustment be recorded in Common Stock and additional paid in capital thus having no impact on stockholders' equity despite the recording of the loss in the statement of operations. |
Other (Loss) Income, Net
Other (Loss) Income, Net | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Other (Loss) Income, Net | 25. Other (loss) income, net Year ended December 31, 2021 2020 2019 O&G assets maintenance cost [1] $ ( 14,155,851 ) $ — $ — Government Assistance (note 22) 1,733,966 1,630,114 1,231,775 Other income 8,850 — 401,186 Fair value gain (loss) on long-term debt 2,278 ( 106,635 ) 448,437 Fair value gain (loss) on funding obligation (note 26) 471,689 ( 32,291 ) — $ ( 11,939,068 ) $ 1,491,188 $ 2,081,398 [1] The Company incurred costs of $ 14.2 million in relation to certain drilling activity carried out at its Oil and Gas properties, to remain in compliance with all aspects of the Company's lease obligations and to satisfy the Continuous Drilling Clause ("CDC") with University Lands. |
Funding Obligation
Funding Obligation | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Funding Obligation | 26. Funding obligation As of December 31, 2021 2020 Outstanding obligation [1] $ 1,025,398 $ 1,021,050 Fair value of interest-free component [2] ( 855,060 ) ( 384,056 ) Principal adjusted for interest-free component 170,338 636,994 Accumulated non-cash interest accretion 98,638 139,890 Carrying amount 268,976 776,884 Less current portion — — $ 268,976 $ 776,884 [1] In June 2019, the Company entered into a statement of work (“SOW”) with a third party for the purchase of manufacturing equipment. The SOW was initiated based on the Industrial and Regional Benefits general investment funding between the third party and the Government of Canada. The Company received the funds in two tranches after achieving two milestones as per the SOW. The funds are repayable, commencing three years from date of receipt, based on 10 % of revenue from the sale of holographic film that is produced using the related manufacturing equipment paid for under this funding obligation. In June 2019, the Company achieved the first milestone and received CA$ 325,000 and in October 2019, the Company achieved the second milestone and received CA$ 975,000 . The Company has not sold holographic film related to this SOW to date. [2] The amounts received under the agreement have been recorded at fair value by applying the effective interest rate method on the dates the funding was received, using an estimated market interest rate of 15 %. Accordingly, during the year ended December 31, 2019, the Company recognized $ 401,186 as other income in the consolidated statements of operations and comprehensive loss. In the year ended 2020, the Company recognized a loss of $ 32,291 resulting from changes in repayment period of the obligation. The gain was recorded in the consolidated statements of operations and comprehensive loss. During the year ended December 31, 2021, the Company elected to bring the market interest rate to current rates and increased it to 19.17 %. Following management discussions the revenue generation ability from the manufacturing equipment bought under the funding obligation was reduced, resulting in a longer repayment period. The combination of these two changes prompted the Company to recognize a gain of $ 471,004 for the year ended December 31, 2021 in the consolidated statements of operations and comprehensive loss. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 27. Leases The Company entered into the following leases during the years ended December 31, 2021 and 2020 respectively outlined below: Nova Scotia, Canada On January 1, 2013, MMI signed an initial lease with a lessor in Dartmouth, Nova Scotia, commencing in 2013. The most recent amendment was signed on July 1, 2020 for a month to month lease for an 8,792 square foot facility, which currently hosts the Company’s holography and lithography R&D labs and manufacturing operations. On August 31, 2020, MMI signed a ten-year lease with a lessor in Nova Scotia, 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. California, United States 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. 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 June 2021. 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 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 assets as of December 31, 2021. Massachusetts, United States 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 October 1, 2021 . The Company recognized a ROU asset and an operating lease liability of $ 132,780 for this lease. Athens, Greece On November 1, 2021, the Company entered into a lease agreement with Special Purpose AP10 S.A. Real Estate Company, to lease a space of 1,436 square meters ( 15,457 square feet) in Athens, Greece, with a term of 10 years commencing o November 1, 2021 . The Company recognized a ROU asset and an operating lease liability of $ 1,019,795 (EUR 898,419 ) as of November 1, 2021. The Company secured a rent-free period of 9 months commencing the date of lease commencement, and also prepaid two months amounting to $ 35,188 (EURO 31,000 ). British Columbia, Canada As part of the Nanotech acquisition (note 3) the Company acquired Nanotech's lease obligations, including a space of 7,860 square feet in British Columbia, Canada with a remaining lease term of 3 years and 7 months, ending on April 30, 2025 . The Company recognized a ROU asset and an operating lease liability of $ 607,354 for this lease. London, United Kingdom In October 2020, th e Company renewed its lease agreement to lease a space of 742 square feet in London, United Kingdom with a term of two years commencing on October 20, 2020 . The Company recognized a ROU asset and an operating lease liability of $ 62,543 (GBP 46,284 ) at initial recognition. Steinhausen, Switzerland The Company entered into a lease agreement with a lessor to lease a space of 1,335 square feet at Steinhausen, Switzerland with a term of one year and four months commencing on March 1, 2021 . The Compan y recognized a ROU asset and an operating lease liability of $ 25,009 (CHF 22,815 ) as of March 1, 2021. The monthly rent was reduced from $ 1,756 (CHF 1,602 ) to $ 1,019 (CHF 930 ) in August 2021 as per the terms of the agreement. Total operating lease expense included in the consolidated statements of operations and comprehensive loss is as follows: Year ended December 31, 2021 2020 2019 Operating lease expense $ 546,197 $ 224,210 $ 201,242 Short term lease expense 229,475 104,470 126,421 Variable and other lease expense 92,862 40,006 31,408 Total 868,534 368,686 359,071 The Company completed its evaluation of the provisions of ASC 842 " Leases " and elected the practical expedient to not capitalize any leases with initial terms of less than twelve months on its balance sheet and include them as short term lease expense in the consolidated statements of operations. Future minimum payments under non-cancelable operating lease obligations were as follows as of December 31, 2021: 2022 1,028,314 2023 1,176,935 2024 1,180,745 2025 1,098,049 Thereafter 3,965,777 Total minimum lease payments 8,449,820 Less: interest ( 4,079,185 ) Present value of net minimum lease payments 4,370,635 Less: current portion of lease liabilities ( 663,861 ) Total long-term lease liabilities $ 3,706,774 Supplemental balance sheet information related to leases is as follows: Year ended December 31, 2021 2020 Weighted Average Remaining Lease Term 5 years 2 years Weighted Average Discount Rate 17.85 % 15 % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 28. Commitments and contingencies Legal Matters On January 31, 2020, Torchlight Energy Resources, Inc. and its wholly owned subsidiaries Torchlight Energy, Inc. and Torchlight Energy Operating, LLC were served with a lawsuit brought by Goldstone Holding Company, LLC (Goldstone Holding Company, LLC v. Torchlight Energy, Inc., et al., in the 160th Judicial District Court of Dallas County, Texas). On February 24, 2020, Torchlight Energy Resources, Inc., Torchlight Energy, Inc., and Torchlight Energy Operating, LLC timely filed their answer, affirmative defenses, and requests for disclosure. The suit, which sought monetary relief over $ 1 million, made unspecified allegations of misrepresentations involving a November 2015 participation agreement and a 2016 amendment to the participation agreement. Torchlight denied the allegations and asserted several affirmative defenses including but not limited to, that the suit is barred by the applicable statute of limitations, that the claims had been released, and that the claims were barred because of contractual disclaimers between sophisticated note parties. Torchlight also asserted counterclaims for attorney fees. On January 14, 2021, Goldstone Holding Company, LLC dismissed its claims without prejudice, leaving Torchlight’s counterclaims for attorney fees as the only pending claim in the case. On February 26, 2021, Torchlight filed a non-suit without prejudice on its counterclaims for attorney fees, leaving no claims in the case. The court signed a final order disposing of the entire case on March 5, 2021. However, Goldstone Holding Company, LLC asked the court to re-instate its claims, and a hearing was held on April 13, 2021. On June 16, 2021, the court signed an order denying the motion to reinstate Goldstone Holding Company’s, LLC’s claims, and the case is closed. On April 30, 2020, The Company's wholly owned subsidiary, Hudspeth Oil Corporation, filed suit against Datalog LWT, Inc. d/b/a Cordax Evaluation Technologies. The suit seeks the recovery of approximately $ 1.4 million in costs incurred as a result of a tool failure during drilling activities on the University Founders A25 #2 well that is located in the Orogrande Field. Working interest owner Wolfbone Investments, LLC, a company owned by the Company's former Chairman Gregory McCabe, is a co-plaintiff in that action. After the suit was filed, Cordax filed a mineral lien in the amount of $ 104,500 against the Orogrande Field and has sued the operator and counterclaimed against Hudspeth for breach of contract, seeking the same amount as the lien. The Company has added the manufacturer of one of the tool components that the Company contends was a cause of the tool failure. It was later discovered that Datalog LWT, Inc. d/b/a Cote rdax Evaluation Technologies forfeited its charter to conduct business in the State of Texas by failing to timely pay its franchise taxes, and the Company added members of the board of directors to the case pursuant to the Texas Tax Code. It was recently disclosed that Datalog LWT, Inc. d/b/a Cordax Evaluation Technologies is the subsidiary of a Canadian parent company, Cordax Evaluation Technologies, Inc., who has also been added to the case. The suit, Hudspeth Oil Corporation and Wolfbone Investments, LLC v. Datalog LWT, Inc. d/b/a Cordax Evaluation Technologies, was filed in the 189th Judicial District Court of Harris County, Texas. The Company’s current Chairman of the Board filed a special appearance after being served with citation, alleging that he was a Canadian citizen with no meaningful ties to Texas. After discovery was conducted on this issue, the Company filed a nonsuit without prejudice for this Defendant, dismissing him from the case. The remaining parties are currently engaged in preliminary discovery and are scheduling mediation. On March 18, 2021, Datalog LWT, Inc. d/b/a Cordax Evaluation Technologies filed a lawsuit in Hudspeth County, Texas seeking to foreclose its mineral lien against the Orogrande Field in the amount of $ 104,500.01 and recover related attorney’s fees. The foreclosure action, Datalog LWT Inc. d/b/a Cordax Evaluation Technologies v. Torchlight Energy Resources, Inc., was filed in the 205th Judicial District Court of Hudspeth County, Texas. The Company is contesting the lien in good faith and filed a Plea in Abatement on May 10, 2021, seeking a stay in the Hudspeth County lien foreclosure case pending final disposition of the related case currently pending in Harris County, Texas. In September 2021, the Company received a subpoena from the Securities and Exchange Commission, Division of Enforcement, in a matter captioned In the Matter of Torchlight Energy Resources, Inc. The subpoena requests that the Company produces certain documents and information related to, among other things, the merger involving Torchlight Energy Resources, Inc. and Metamaterial Inc. The Company is cooperating and intends to continue to cooperate with the SEC’s investigation. The Company can offer no assurances as to the outcome of this investigation or its potential effect, if any, on the Company or its results of operation. On January 3, 2022, a putative securities class action lawsuit was filed in the U.S. District Court for the Eastern District of New York captioned Maltagliati v. Meta Materials Inc., et al., No. 1:21-cv-07203, against the Company, its Chief Executive Officer, its Chief Financial Officer, Torchlight’s former Chairman of the Board of Directors, and Torchlight’s former Chief Executive Officer. The complaint, purportedly brought on behalf of all purchasers of the Company’s publicly traded securities from September 21, 2020 through and including December 14, 2021, asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) arising primarily from a short-seller report and statements related to the Company’s business combination with Torchlight. The complaint seeks unspecified compensatory damages and reasonable costs and expenses, including attorneys’ fees. On January 26, 2022, a similar putative securities class action lawsuit was filed in the U.S. District Court for the Eastern District of New York captioned McMillan v. Meta Materials Inc., et al., No. 1:22-cv-00463. This complaint names the same defendants and asserts the same claims on behalf of the same purported class as the Maltagliati action. The Company believes these actions (collectively, the “Securities Class Action”) have no merit and intends to vigorously defend itself against these allegations. On January 14, 2022, a shareholder derivative action was filed in the U.S. District Court for the Easter District of New York captioned Hines v. Palikaras, et al., No. 1:22-cv-00248. The complaint names as defendants certain of the Company’s current officers and directors, certain former Torchlight officers and directors, and the Company (as nominal defendant). The complaint, purportedly brought on behalf of the Company, asserts claims under Section 14(a) of the Exchange Act, contribution claims under Sections 10(b) and 21D of the Exchange Act, and various state law claims such as breach of fiduciary duties and unjust enrichment. The complaint seeks, among other things, unspecified compensatory damages in favor of the Company, certain corporate governance related actions, and an award of costs and expenses to the derivative plaintiff, including attorneys’ fees. Contractual Commitments and Purchase Obligations a) As highlighted in note 20, on January 29, 2021, the Company arranged an irrevocable standby letter of credit with TD in favor of Covestro for EUR 600,000 in relation to the CFA agreement. 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. In July 2021, the Company settled the long term debt and used its own funds as guarantee. Covestro has issued certificates of reduction of $ 462,563 (ER 300,000 ) to reduce the letter of credit after completion of certain performance milestones. This will take effect in Fiscal 2022. As at December 31, 2021, the letter of credit has an outstanding amount of EUR 600,000 . b) 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, 2022 . As at December 31, 2021, no amount has been drawn from the letter of credit with RBC. c) 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. d) Certain nano-optic products are subject to a 3 % sales roy alty in favor of Simon Fraser University (“SFU”) where certain elements of the nano-optic technology originated. Royalties were $ Nil during the period since acquisition date until December 31, 2021. In 2014, the Company's wholly owned subsidiary, Nanotech, prepaid royalties that would offset against future royalties owed as part of the transfer of the intellectual property from SFU, of which $ 197,016 remains prepaid as at December 3 1, 2021. e) Product revenue associated with six patents acquired by Nanotech is subject to royalties. The Company agreed to share 10 % of any revenues related to the patents received from a specific customer for a period of two years and ongoing royalties of 3 % to 6 % on other revenues derived from the patents for a period of five years . There were no royalties during the year ended December 31, 2021. f) As at December 31, 2021, the Company had on-going commitments for maintenance contracts as follow: 2022 $ 292,125 2023 43,730 2024 3,105 $ 338,960 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 29. Subsequent events Subsequent to December 31, 2021, 82,753 stock options and 156,728 warrants were exercised. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation – These consolidated 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. The consolidated financial statements include the accounts of Meta Materials Inc. and its wholly-owned subsidiaries (collectively, the Company). All significant intercompany balances and transactions have been eliminated in consolidation. |
Functional currency | Functional currency – Items included in the consolidated 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’). Reporting Currency – The reporting currency of the Company is in US Dollars. The consolidated financial statements, and the financial information contained herein, are reported in US dollars, except share amounts or as otherwise stated, as the Company believes this results in more relevant and reliable information for its financial statement users. transactions and balances – Foreign currency transactions are recorded 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 period 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 resulting exchange differences are recognized in other comprehensive income, a separate component of equity. |
Use of estimates | Use of estimates – The preparation of these consolidated financial statements in conformity with US GAAP requires management to make estimates and certain assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Significant items subject to such estimates and assumptions include the valuation of goodwill, the valuation of net assets acquired via business combinations; the valuation of oil & natural gas properties, and the valuation of financial instruments measured at fair value. |
Cash and cash equivalents | Cash and cash equivalents – The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. |
Inventory | Inventory – Inventory is measured at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method (FIFO) for all inventory. Inventory consumed during research and development activities is recorded as a research and development expense. |
Long-lived assets | Long-lived assets – Long-lived assets, such as property, plant and equipment, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. |
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. |
Goodwil | Goodwill – Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The carrying amount of goodwill is periodically reviewed for impairment (at a minimum annually) and whenever events or changes in circumstances indicate that the carrying value of this asset may not be recoverable. The Company first performs a qualitative assessment to test the reporting unit’s goodwill for impairment. Based on the qualitative assessment, if it is determined that the fair value of our reporting unit is more likely than not (i.e. a likelihood of more than 50 percent) to be less than its carrying amount, the quantitative assessment of the impairment test is performed. In the quantitative assessment, the Company compares the fair value of our reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired and the Company is not required to perform further testing. If the carrying value of the net assets of the reporting unit exceeds its fair value, then an impairment loss equal to the difference, but not exceeding the total carrying value of goodwill allocated to the reporting unit, would be recorded. |
Acquired intangibles | Acquired intangibles – In accordance with ASC 805 Business Combinations , the Company allocates the purchase price of acquired companies to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values. Such valuations may require management to make significant estimates and assumptions, especially with respect to intangible assets. Acquired intangible assets consist of acquired technology and customer relationships. In valuing acquired intangible assets, the Company makes assumptions and estimates based in part on projected financial information, which makes assumptions and estimates inherently uncertain, particularly for early-stage technology companies. The significant estimates and assumptions used by the Company in the determination of the fair value of acquired intangible technology assets include the revenue growth rate, the royalty rate and the discount rate. The significant estimates and assumptions used by the Company in the determination of the fair value of acquired customer contract intangible assets include the revenue growth rate and the discount rate. As a result of the judgments that need to be made, the Company obtains the assistance of independent valuation firms. The Company completes these assessments as soon as practical after the closing dates. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. |
Business Combinations | Business combinations - The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill to reporting units based on the expected benefit from the business combination. Allocation of purchase consideration to identifiable assets and liabilities affects the amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. |
Leases | Leases - The Company is a lessee in several non-cancellable operating leases for buildings. The Company accounts for leases in accordance with ASC 842 Leases . The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right-of-use (ROU) asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective-interest rate method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. |
Government grants and assistance | Government grants and assistance – Government grants are recognized at their fair value in the period when there is reasonable assurance that the conditions attaching to the grant will be met and that the grant will be received. Grants are recognized as income over the periods necessary to match them with the related costs that they are intended to compensate. When the grant relates to an asset, it is recognized as income over the useful life of the depreciable asset by way of government assistance. The Company also receives interest-free repayable loans from the Atlantic Canada Opportunities Agency (“ACOA”), a government agency. The benefit of the loan at a below-market rate of interest is treated as a government grant, measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates. The fair value of the components, being the loan and the government grant, must be calculated initially in order to allocate the proceeds to the components. The valuation is complex, as there is no active trading market for these items and is based on unobservable inputs. |
Revenue recognition | Revenue recognition – The Company’s revenue is generated from product sales as well as development revenue. The Company recognizes revenue when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products or services. Revenue from the sale of prototypes and finished products is recognized at the point in time when control of the asset is transferred to the customer, generally on delivery of goods. The Company considers whether there are other obligations in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated. In determining the transaction price for the sale of prototypes, the Company considers the effects of variable consideration, the existence of significant financial components, non-cash consideration and consideration payable to the customer (if any). Revenue from development activities is recognized over time, using an input method to measure progress towards complete satisfaction of the research activities and associated performance obligations identified within each contract have been satisfied. |
Deferred revenue | Deferred revenue – consist of fees invoiced or paid by the Company’s customers for which the associated performance obligations have not been satisfied and revenue has not been recognized based on the Company’s revenue recognition criteria described above. Deferred revenue is reported in a net position on an individual contract basis at the end of each reporting period and is classified as current in the consolidated balance sheet when the revenue recognition associated with the related customer payments and invoicing is expected to occur within one year of the balance sheet date and as long-term when the revenue recognition associated with the related customer payments and invoicing is expected to occur more than one year from the balance sheet date. |
Fair value measurements | Fair value measurements – The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. |
Fair value option | Fair value option – Under the Fair Value Option Subsections of ASC Subtopic 825-10, Financial Instruments – Overall, the Company has the irrevocable option to report certain financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in the statement of operations. Any changes in the fair value of liabilities resulting from changes in instrument-specific credit risk are reported in other comprehensive income. |
Research and development | Research and development – Research and development activities are expensed as incurred. |
Basic and diluted earnings (loss) per share | Basic and diluted earnings (loss) per share – Basic earnings (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common stock outstanding during the period. Diluted earnings (loss) per common share gives effect to all dilutive potential common stock outstanding during the period including stock options, deferred stock units (“DSUs”), Restricted Share Units ("RSUs"), and warrants which are calculated using the treasury stock method, and convertible debt instruments using the if-converted method. Diluted earnings (loss) per common share excludes all dilutive potential stock if their effect is anti-dilutive. |
Stock based compensation | Stock based compensation – The Company recognizes compensation expense for equity awards based on the grant date fair value of the award. The Company recognizes stock-based compensation expense for awards granted to employees that have a graded vesting schedule based on a service condition only on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards (the “graded-vesting attribution method”), based on the estimated grant date fair value for each separately vesting tranche. For equity awards with a graded vesting schedule and a combination of service and performance conditions, the Company recognizes stock-based compensation expense using a graded-vesting attribution method over the requisite service period when the achievement of a performance-based milestone is probable, based on the relative satisfaction of the performance condition as of the reporting date. For stock-based awards granted to consultants and non-employees, compensation expense is recognized using the graded-vesting attribution method over the period during which services are rendered by such consultants and non-employees until completed. The measurement date for each tranche of employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees’ requisite service period, which is the vesting period. The Company estimates the grant date fair value of awards using the Black-Scholes option pricing model and estimates the number of forfeitures expected to occur. The Company may use other pricing models when applicable such as Monte-Carlo simulation. See note 15 for the Company’s assumptions used in connection with option grants made during the periods covered by these consolidated financial statements. |
Income taxes | Income taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that the related tax benefits will not be realized. Authoritative guidance for uncertainty in income taxes requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an examination. Management has reviewed the Company’s tax positions and determined there were no uncertain tax positions requiring recognition in the consolidated financial statements. Company tax returns remain subject to Federal, Provincial and State tax examinations. Generally, the applicable statutes of limitation are three to four years from their respective filings |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements ASU 2019-12 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 Accounting Standards Codification (ASC) Topic 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 consolidated financial statements. ASU 2020-09 In October 2020, the FASB issued ASU 2020-09, Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762. 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 adopted ASU 2020-09 on January 1, 2021 and its adoption did no t have a material effect on the Company's consolidated financial statements and related disclosures. ASU 2020-10 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 consolidated financial statements and related disclosures. Accounting pronouncements not yet adopted ASU 2021-04 In April 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260) . This guidance clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options due to a lack of explicit guidance in the FASB Codification. This guidance is effective for the Company's interim and annual reporting periods beginning after December 15, 2021. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. ASU 2021-08 In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers . This guidance will be effective for the Company's interim and annual reporting periods beginning after December 15, 2022. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. ASU 2021-10 In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosure by Business Entities about Government Assistance, which improves the transparency of government assistance received by most business entities by requiring the disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and (3) the effect of the assistance on a business entity's financial statements. This guidance is effective for the Company's interim and annual reporting periods beginning after December 15, 2021. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. |
Acquisitions and Preferred St_2
Acquisitions and Preferred Stock Liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Torchlight [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Consideration | The following table summarizes the preliminary allocation of the purchase price to the net assets acquired based on the respective fair value of the acquired assets and liabilities: 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 2,773,778 Fair value of Torchlight’s outstanding options – Additional paid in capital 9,397,988 Total Effect on Equity 369,461,410 Effective settlement of notes payable by MMI to Torchlight 1 ( 11,322,637 ) $ 358,138,773 Net assets (liabilities) of Torchlight: Cash and cash equivalents $ 143,381,229 Other assets 3,906,290 Oil and natural gas properties 2 72,600,000 Preferred stock liability 2 ( 72,600,000 ) Accounts payable ( 2,496,510 ) Other liabilities ( 21,937 ) Goodwill 3 213,369,701 $ 358,138,773 |
Summary of Unaudited Pro Forma Results of Operations | Year ended Year ended December 31, 2021 December 31, 2020 META excluding Torchlight Torchlight Total META Torchlight Total Revenue $ 4,082,517 $ 94,537 $ 4,177,054 $ 1,122,183 $ 193,379 $ 1,315,562 Net loss ( 75,181,395 ) ( 23,652,112 ) ( 98,833,507 ) ( 11,611,259 ) ( 12,781,896 ) ( 24,393,155 ) Add back: acquisition cost 3,220,870 4,103,184 7,324,054 724,129 — 724,129 Adjusted net loss $ ( 71,960,525 ) $ ( 19,548,928 ) $ ( 91,509,453 ) $ ( 10,887,130 ) $ ( 12,781,896 ) $ ( 23,669,026 ) |
Nanotech Security Corp [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Consideration | The preliminary allocation of consideration paid for the Nanotech acquisition is s ummarized as follows: Amount Consideration paid to acquire Nanotech outstanding common stock $ 69,214,652 Consideration paid to repurchase Nanotech restricted stock units (RSUs) 300,610 Consideration paid to repurchase Nanotech stock options 2,612,035 $ 72,127,297 Net assets (liabilities) of Nanotech: Cash and cash equivalents $ 5,974,254 Accounts receivable 741,783 Trade payables ( 1,349,139 ) Prepaid expenses 271,741 Inventory 126,326 Property and equipment 14,771,456 Intangibles 25,309,847 Deferred tax liability ( 859,394 ) Goodwill 27,140,423 $ 72,127,297 |
Summary of Unaudited Pro Forma Results of Operations | Unaudited pro forma results of operations for the years ended December 31, 2021 and 2020 are included below as if the Nanotech acquisition occurred on January 1, 2020. This summary of the unaudited pro forma results of operations is not necessarily indicative of what the Company’s results of operations would have been had Nanotech been acquired at the beginning of 2020, nor does it purport to represent results of operations for any future periods. Year ended Year ended December 31, 2021 December 31, 2020 META excluding Nanotech Nanotech Total META Nanotech Total Revenue $ 2,237,470 $ 7,755,350 $ 9,992,820 $ 1,122,183 $ 5,944,983 $ 7,067,166 Net loss ( 90,279,119 ) ( 2,942,395 ) ( 93,221,514 ) ( 11,611,259 ) ( 1,040,463 ) ( 12,651,722 ) Add back: acquisition cost 1,837,796 1,646,522 3,484,318 — — — Deduct: additional depreciation and amortization — ( 3,143,659 ) ( 3,143,659 ) — ( 3,844,899 ) ( 3,844,899 ) Adjusted net loss $ ( 88,441,323 ) $ ( 4,439,532 ) $ ( 92,880,855 ) $ ( 11,611,259 ) $ ( 4,885,362 ) $ ( 16,496,621 ) Acquisition |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Assets Held for Sales Disclosure [Abstract] | |
Schedule of Project Ownership | The Orogrande Project ownership as of December 31, 2021 is detailed as follows: Revenue Interest Working Interest University Lands - Mineral Owner 20.00 % n/a ORRI - Magdalena Royalties, LLC, and entity controlled by Gregory McCabe, Chairman 4.50 % n/a ORRI - Unrelated Party 0.50 % n/a Hudspeth Oil Corporation, a subsidiary of Meta Materials Inc. 49.88 % 66.50 % Wolfbone Investments LLC, and entity controlled by Gregory McCabe, Chairman 18.75 % 25.00 % Conversion by Note Holders in March, 2020 4.50 % 6.00 % Unrelated Party 1.88 % 2.50 % 100.00 % 100.00 % |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 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: As of December 31, 2021 2020 Raw materials $ 196,868 $ 378,265 Supplies 8,886 14,414 Work in process 30,636 69,380 Finished goods 29,328 1,323 Total inventory $ 265,718 $ 463,382 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: As of December 31, 2021 2020 Prepaid expenses $ 1,262,112 $ 227,425 Other current assets 683,044 134,466 Taxes receivable 1,506,211 152,312 Total prepaid expenses and other current assets $ 3,451,367 $ 514,203 |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property, plant and equipment consist of the following: As of December 31, Useful life 2021 2020 (years) Land N/A $ 469,317 $ — Building 25 5,509,403 — Computer equipment 3 - 5 262,320 163,856 Computer software 1 277,717 256,554 Manufacturing equipment 2 - 10 17,762,405 6,645,986 Office furniture 5 - 7 525,961 99,234 Leasehold improvements 2 - 5 236,251 — Enterprise Resource Planning software 5 211,149 210,254 Assets under construction N/A 8,872,695 424,393 34,127,218 7,800,277 Accumulated depreciation and impairment ( 7,109,104 ) ( 5,039,106 ) $ 27,018,114 $ 2,761,171 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangibles, Net | Intangibles consist of the following: As of December 31, Useful life 2021 2020 (years) Patents 5 - 10 $ 7,839,182 $ 6,954,657 Trademarks N/A 132,636 72,804 Developed technology 20 14,931,377 — Customer contract 5 10,253,983 — 33,157,178 7,027,461 Accumulated amortization and impairment ( 4,185,354 ) ( 2,550,847 ) $ 28,971,824 $ 4,476,614 |
Unsecured Convertible Promiss_2
Unsecured Convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Commercial Paper Roll Forward | Year ended December 31, Year ended December 31, 2021 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) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Secured Convertible Debentures | Year ended December 31, 2021 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) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Instruments [Abstract] | |
Summary of Unsecured Convertible Debentures | Unsecured convertible debentures (the “Unsecured Debentures”) consist of the following: Year ended December 31, 2021 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) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long Team Debt | As of December 31, 2021 2020 '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 December 31, 2021, the amount of principle drawn down on the loan, net of repayments, is CA$ 107,143 (2020 - CA$ 178,571 ). $ 80,390 $ 129,384 'ACOA Atlantic Innovation Fund (“AIF”) 2015 interest-free loan1, 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 December 31, 2021, the amount or principle drawn down on the loan, net of repayments, is CA$ 2,924,615 (2020 - CA$ 3,000,000 ). 1,666,764 1,458,954 ACOA BDP 2018 interest-free loan1, 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 December 31, 2021, the amount of principle drawn down on the loan, net of repayments, is CA$ 2,781,250 (2020 - CA$ 3,000,000 ). 1,319,130 1,285,307 ACOA BDP 2019 interest-free loan 1 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 December 31, 2021, the amount of principle drawn down on the loan, net of repayments, is CA$ 90,278 (2020 - CA$ 62,165 ). 42,011 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 December 31, 2021, the amount of principle drawn down on the loan is CA$ 390,000 (2020 - $ Nil ). 120,154 — 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 3,228,449 3,034,048 Less: current portion 491,278 290,544 $ 2,737,171 $ 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 year ended Dec ember 31, 2021 of $ 145,739 (year ended December 31, 2020—$ 136,320 ) as government assistance in the consolidated 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 consolidated statements of operations and comprehensive loss. |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |
Summary of Changes in Warrant | The following table summarizes the changes in warrants of the Company: Year ended December 31, Year ended December 31, 2021 2020 Number of Number of warrants 1 Amount 1 warrants 1 Amount 1 Balance, beginning of year 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 ( 365,651 ) ( 49,812 ) — — Fair value of deemed issuance to Torchlight 430,380 2,773,779 — — Balance, end of year 5,264,959 $ 6,957,974 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: Year ended December 31, Year ended December 31, 2021 2020 Number of Number of warrants 1 Amount 1 warrants 1 Amount 1 Balance, beginning of year 97,542 $ 16,144 — $ — Issued — — 97,542 16,144 Exercised ( 83,655 ) ( 14,318 ) — — Balance, end of year 13,887 $ 1,826 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: Year ended Year ended December 31, 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: Year ended December 31, 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) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of change in outstanding share DSU | The following table summarizes the change in outstanding DSUs of the Company: Year ended December 31, 2021 2020 Outstanding, beginning of year 3,455,224 3,977,820 Issued 491,802 — Converted into common stock — ( 522,596 ) Outstanding, end of year 3,947,026 3,455,224 |
Summary of equity instruments other than options DSU shares outstanding | Information concerning units outstanding is as follows: As of December 31, 2021 2020 Issue price Number of units Number of units CA$ 0.27 3,348,675 3,348,675 CA$ 0.51 106,549 106,549 US$ 2.70 491,802 — 3,947,026 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. |
Summary of stock-based compensation expenses | Total stock-based compensation expense included in the consolidated statements of operations was as follows: Year ended December 31, 2021 2020 2019 Selling & Marketing $ 34,735 $ 61,560 $ 154,086 General & Administrative 544,530 1,114,556 940,613 Research & Development 479,715 333,570 198,073 $ 1,058,980 $ 1,509,686 $ 1,292,772 |
Summary of change in share outstanding options | The following table summarizes the change in outstanding stock options of the Company: Average Average exercise exercise price per remaining Aggregate Number of stock contractual intrinsic Outstanding, December 31, 2019 14,502,303 $ 0.33 8.38 $ 104,500 Issued to CPM executives and directors pursuant to CPM RTO 1,291,500 0.19 Granted 13,402,080 0.34 Forfeited ( 2,627,510 ) 0.34 Expired ( 2,090,866 ) 0.27 Outstanding, December 31, 2020 24,477,507 $ 0.33 8.36 $ 688,952 Exercised ( 4,486,965 ) 0.36 Forfeited ( 85,901 ) 0.34 Fair value of deemed issuance to Torchlight 1,500,000 2.22 Outstanding, December 31, 2021 21,404,641 $ 0.46 7.34 $ 56,924,556 Exercisable, December 31, 2021 13,231,030 $ 0.54 6.74 $ 34,148,435 |
Summary of stock options outstanding | Below is a summary of the outstanding options as at December 31, 2021: Exercise price Number outstanding Number exercisable CA$ 0.34 19,067,529 10,893,918 CA$ 0.15 518,112 518,112 CA$ 0.19 369,000 369,000 US$ 2.00 1,075,000 1,125,000 US$ 1.00 375,000 325,000 21,404,641 13,231,030 Below is a summary of the outstanding options as at December 31, 2020: Exercise price Number outstanding Number exercisable 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: Year ended December 31, 2021 2020 2019 Dividend yield [%] — — — Volatility 84 % 52 %- 134 % 84 %- 130 % Risk-free interest rate 0.73 % 0.73 % 1.21 % Expected term (in years) 1 year 7.48 years 8.67 years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Loss before Income Taxes | Loss before income taxes was as follows: Year ended December 31, 2021 2020 2019 Local $ ( 30,552,839 ) $ ( 1,549,534 ) $ ( 1,278,498 ) Foreign ( 61,296,485 ) ( 10,255,435 ) ( 7,250,018 ) Loss before income taxes $ ( 91,849,324 ) $ ( 11,804,969 ) $ ( 8,528,516 ) |
Summary of Income Tax Provision | Income tax provision was as follows: Year ended December 31, 2021 2020 2019 Current tax expense: Local $ 800 $ 800 $ 800 Foreign — — — Current tax expense 800 800 800 Deferred tax benefit: Local — — — Foreign ( 852,863 ) ( 194,510 ) ( 84,349 ) Deferred tax benefit ( 852,863 ) ( 194,510 ) ( 84,349 ) Income tax recovery $ ( 852,063 ) $ ( 193,710 ) $ ( 83,549 ) |
Summary of Income Tax Provision reconciliation | The income tax provisio n differs from the amount computed by applying the federal income tax rate of 21 % for 2021 (2020 - 21 %) to the loss before income taxes as a result of the following differences: Year ended December 31, 2021 2020 2019 Tax computed at federal statutory rate $ ( 19,288,357 ) $ ( 2,479,044 ) $ ( 1,790,988 ) State income taxes, net of federal benefit ( 1,075,114 ) ( 136,979 ) ( 113,019 ) Share-based compensation 2,289,214 317,034 285,287 Unrealized loss on FVTPL liabilities 11,752,697 — — Other permanent items ( 114,799 ) 104,181 145,204 Foreign currency and other 929,664 343,574 159,409 Impact of different tax rate in foreign jurisdiction ( 4,889,797 ) ( 787,329 ) ( 644,394 ) Change in valuation allowance 9,544,429 2,444,853 1,874,952 Income tax recovery $ ( 852,063 ) $ ( 193,710 ) $ ( 83,549 ) |
Summary of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows: As of December 31, 2021 2020 Deferred tax assets Non-capital losses $ 25,110,497 $ 10,059,528 Intangible assets 69,964 62,938 Other assets 46,725 42,488 Research and development tax credits 1,972,694 — Total gross deferred tax assets 27,199,880 10,164,954 Less: valuation allowance ( 18,659,901 ) ( 9,115,472 ) 8,539,979 1,049,482 Deferred tax liabilities Intangible assets ( 6,276,390 ) ( 703,872 ) Property and equipment ( 2,226,741 ) ( 281,092 ) Long-term debt ( 251,646 ) ( 293,168 ) Funding obligation ( 109,681 ) ( 35,404 ) Unsecured convertible promissory notes — ( 54,000 ) ( 8,864,458 ) ( 1,367,536 ) Net deferred tax liability $ ( 324,479 ) $ ( 318,054 ) |
Net loss per share (Tables)
Net loss per share (Tables) | 12 Months Ended |
Dec. 31, 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: Year ended December 31, 2021 2020 2019 Numerator: Net loss $ ( 90,997,261 ) $ ( 11,611,259 ) $ ( 8,444,967 ) Denominator: Weighted-average shares, basic 232,898,398 137,258,259 50,015,137 Weighted-average shares, diluted 232,898,398 137,258,259 50,015,137 Net loss per share Basic ( 0.39 ) ( 0.08 ) ( 0.17 ) Diluted ( 0.39 ) ( 0.08 ) ( 0.17 ) |
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: As of December 31, 2021 2020 2019 Convertible debt — 10,423,477 9,957,387 Options 21,404,641 24,477,507 7,860,328 Warrants 5,278,846 3,144,272 862,258 DSUs 3,947,026 3,947,026 1,872,750 30,630,513 41,992,282 20,552,723 |
Additional Cash Flow Informat_2
Additional Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Net Changes in Operating Assets and Liabilities | The net changes in operating assets and liabilities consist of the following: As of December 31, 2021 2020 2019 Grants receivable $ 149,798 $ ( 131,318 ) $ 16,243 Inventory 325,657 ( 109,986 ) ( 17,495 ) Accounts and other receivables ( 880,613 ) 58,891 ( 95,244 ) Prepaid expenses and other current assets ( 2,100,371 ) ( 27,313 ) ( 124,555 ) Trade payables 6,906,376 ( 644,120 ) 998,335 Due to related party ( 78,940 ) ( 26,984 ) 2,943 Operating lease Right-of-use Asset 1,018,691 — — Operating lease liabilities ( 688,183 ) — — $ 4,652,415 $ ( 880,830 ) $ 780,227 |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Financial Instruments Disclosure [Abstract] | |
Summary of Fair Value of Financial Instruments | 2021 2020 Financial liability Carrying value Fair value Carrying value Fair value Funding obligation $ 268,976 $ 170,338 $ 776,884 $ 571,839 Operating lease liabilities 4,370,635 6,149,369 270,581 270,641 Long-term debt 3,228,449 2,303,648 3,034,048 2,734,931 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue Disaggregated | Revenue is disaggregated as follows: Year ended December 31, 2021 2020 2019 Product sales $ 407,914 $ 2,905 $ 23,745 Contract revenue [1] 3,427,938 624,316 247,669 Other development revenue 246,665 494,962 630,996 Development revenue 3,674,603 1,119,278 878,665 $ 4,082,517 $ 1,122,183 $ 902,410 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 21 for outstanding contracts. |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Revenue Disclosure [Abstract] | |
Summary Of Deferred Revenue | Deferred revenue consists of the following: As of December 31, 2021 2020 Satair A/S-exclusive rights [1] 717,615 815,310 Satair A/S-advance against PO [2] 490,929 488,847 LM Aero-MetaSOLAR commercialization [3] 92,698 646,135 Breakthrough Starshot Foundation [4] 75,000 75,000 Innovate UK-R&D tax credit 18,588 18,778 Other deferred revenue 21,910 — 1,416,740 2,044,070 Less current portion 779,732 1,239,927 $ 637,008 $ 804,143 |
Deferred Government Assistance
Deferred Government Assistance (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Government Assistance [Abstract] | |
Schedule of Grants Receivable | a) Grants receivable As of December 31, 2021 2020 ACOA-PBS [1] $ 8,069 $ 11,960 Co-Op wage subsidy [2] 7,318 31,400 Canada Emergency Wage Subsidy [3] 122,940 233,446 Innovate UK – Diabet [4] 13,790 51,062 NSBI - Export development program [5] 23,663 — $ 175,780 $ 327,868 [1] On November 21, 2018, ACOA approved two non-repayable contribution of $ 37,679 each to the Company under Business Development Program – Productivity and Business skills (“PBS”) for the cost to create product and commercialization strategies. [2] During 2021 and 2020, the Company applied for and received grants related to co-op students and recent graduates under the Nova Scotia Co-Op Subsidy, Graduate To Opportunity Program ("GTO") and Venture for Canada program ("VFC"). [3] During 2021, the Company received the 2020 outstanding balance of $ 233,446 as well as recognized $ 443,494 government assistance from Canada Emergency Wage subsidy ("CEWS") as other income in the consolidated statements of operations and comprehensive loss, of which $ 321,547 has been received. [4] On February 13, 2019, Innovate UK approved a grant to MediWise for the project “Diabet – Innovate wrist device for high accuracy non-invasive blood glucose monitoring”. During 2021, the Company received $ 132,288 (2020: $ 139,940 ) in relation to the grant and recognized government assistance of $ 110,125 (2020: $ 130,734 ) as other income in the consolidated statements of operations and comprehensive loss. [5] On December 15, 2021, the Company applied for NSBI - Export development program a nd recognized $ 23,663 as other income in the consolidated statements of operations and comprehensive loss. |
Schedule of Deferred Government Assistance | b) Deferred government assistance As of December 31, 2021 2020 SDTC [1] $ 846,612 $ 779,579 Deferred government assistance 3,038 31,400 849,650 810,979 Less: current portion 846,612 779,578 $ 1,696,262 $ 1,590,557 [1] On May 15, 2018, the Company entered into an agreement with the Canada Foundation for Sustainable Development Technology Canada (“SDTC”) for $ 4,189,966 . The contribution provides funding for eligible costs incurred relating to the further development and demonstration of technology related to solar cells in connection with the project entitled “Enabling solar flight a testing ground for lightweight and efficient solar panels”. On March 30, 2021, the Company has received an additional 5 % contribution from SDTC of $ 223,409 (2020: $ 211,868 ) . The Company has recognized $ 161,990 (2020: $ 639,505 ) as government assistance in the consolidated statements of operations and comprehensive loss. |
Summary of Government Assistance Recognized in Consolidated Statements of Operations and Comprehensive Loss | c) Government assistance recognized in the consolidated statements of operations and comprehensive loss Year ended December 31, 2021 2020 2019 SDTC $ 161,990 $ 639,505 $ 192,574 Payroll subsidies 741,322 831,148 690,434 Amortization of deferred government assistance 145,739 135,654 135,125 Fair value gain on initial recognition of ACOA loans 236,021 — 172,352 Scientific Research and Experimental Development ("SR&ED") 448,894 — — Other grants — 23,807 41,290 $ 1,733,966 $ 1,630,114 $ 1,231,775 |
Interest expense, net (Tables)
Interest expense, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Banking and Thrift, Interest [Abstract] | |
Interest expense, net | Year ended December 31, 2021 2020 2019 Non-cash interest accretion $ ( 904,925 ) $ ( 1,052,478 ) $ ( 742,360 ) Interest & bank charges ( 220,460 ) ( 394,330 ) ( 394,147 ) Interest income 18,940 16,854 585 $ ( 1,106,445 ) $ ( 1,429,954 ) $ ( 1,135,922 ) |
Loss on financial instruments_2
Loss on financial instruments, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Loss on Financial Instruments, Net | Year ended December 31, 2021 2020 2019 Loss on secured convertible promissory notes $ — $ ( 5,234 ) $ ( 280,319 ) Loss on unsecured convertible promissory notes – Bridge loan ( 19,163,417 ) ( 139,610 ) — (Loss) Gain on unsecured convertible promissory notes – Torchlight notes ( 343,197 ) 354,840 — Loss on secured convertible debentures ( 16,957,029 ) ( 865,280 ) — Loss on unsecured convertible debentures ( 4,076,448 ) ( 189,709 ) — $ ( 40,540,091 ) $ ( 844,993 ) $ ( 280,319 ) |
Other (Loss) Income, Net (Table
Other (Loss) Income, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Other (Loss) Income, Net | Year ended December 31, 2021 2020 2019 O&G assets maintenance cost [1] $ ( 14,155,851 ) $ — $ — Government Assistance (note 22) 1,733,966 1,630,114 1,231,775 Other income 8,850 — 401,186 Fair value gain (loss) on long-term debt 2,278 ( 106,635 ) 448,437 Fair value gain (loss) on funding obligation (note 26) 471,689 ( 32,291 ) — $ ( 11,939,068 ) $ 1,491,188 $ 2,081,398 [1] The Company incurred costs of $ 14.2 million in relation to certain drilling activity carried out at its Oil and Gas properties, to remain in compliance with all aspects of the Company's lease obligations and to satisfy the Continuous Drilling Clause ("CDC") with University Lands. |
Funding Obligation (Tables)
Funding Obligation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Funding Obligation | As of December 31, 2021 2020 Outstanding obligation [1] $ 1,025,398 $ 1,021,050 Fair value of interest-free component [2] ( 855,060 ) ( 384,056 ) Principal adjusted for interest-free component 170,338 636,994 Accumulated non-cash interest accretion 98,638 139,890 Carrying amount 268,976 776,884 Less current portion — — $ 268,976 $ 776,884 [1] In June 2019, the Company entered into a statement of work (“SOW”) with a third party for the purchase of manufacturing equipment. The SOW was initiated based on the Industrial and Regional Benefits general investment funding between the third party and the Government of Canada. The Company received the funds in two tranches after achieving two milestones as per the SOW. The funds are repayable, commencing three years from date of receipt, based on 10 % of revenue from the sale of holographic film that is produced using the related manufacturing equipment paid for under this funding obligation. In June 2019, the Company achieved the first milestone and received CA$ 325,000 and in October 2019, the Company achieved the second milestone and received CA$ 975,000 . The Company has not sold holographic film related to this SOW to date. [2] The amounts received under the agreement have been recorded at fair value by applying the effective interest rate method on the dates the funding was received, using an estimated market interest rate of 15 %. Accordingly, during the year ended December 31, 2019, the Company recognized $ 401,186 as other income in the consolidated statements of operations and comprehensive loss. In the year ended 2020, the Company recognized a loss of $ 32,291 resulting from changes in repayment period of the obligation. The gain was recorded in the consolidated statements of operations and comprehensive loss. During the year ended December 31, 2021, the Company elected to bring the market interest rate to current rates and increased it to 19.17 %. Following management discussions the revenue generation ability from the manufacturing equipment bought under the funding obligation was reduced, resulting in a longer repayment period. The combination of these two changes prompted the Company to recognize a gain of $ 471,004 for the year ended December 31, 2021 in the consolidated statements of operations and comprehensive loss. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of Operating Lease Expense | Total operating lease expense included in the consolidated statements of operations and comprehensive loss is as follows: Year ended December 31, 2021 2020 2019 Operating lease expense $ 546,197 $ 224,210 $ 201,242 Short term lease expense 229,475 104,470 126,421 Variable and other lease expense 92,862 40,006 31,408 Total 868,534 368,686 359,071 |
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 December 31, 2021: 2022 1,028,314 2023 1,176,935 2024 1,180,745 2025 1,098,049 Thereafter 3,965,777 Total minimum lease payments 8,449,820 Less: interest ( 4,079,185 ) Present value of net minimum lease payments 4,370,635 Less: current portion of lease liabilities ( 663,861 ) Total long-term lease liabilities $ 3,706,774 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases is as follows: Year ended December 31, 2021 2020 Weighted Average Remaining Lease Term 5 years 2 years Weighted Average Discount Rate 17.85 % 15 % |
Corporate Information - Additio
Corporate Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Arrangement Agreement [Member] | Torchlight [Member] | |
Date of acquisition agreement | Dec. 14, 2020 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) | Dec. 31, 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 2020-09 [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 |
Acquisitions and Preferred St_3
Acquisitions and Preferred Stock Liability - Summary of Purchase Price to Net Assets Acquired, On Relative Fair Values Basis (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |
Fair value of deemed issuance of MMI's stock | $ 358,138,773 |
Total Effect on Equity | 369,461,410 |
Effective settlement of notes payable by MMI to Torchlight | (11,322,637) |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |
Goodwill | 240,376,634 |
Torchlight [Member] | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |
Cash and cash equivalents | 143,381,229 |
Other assets | 3,906,290 |
Preferred stock liability | (72,600,000) |
Accounts payable | (2,496,510) |
Other liabilities | (21,937) |
Goodwill | 213,369,701 |
Business combination, recognized identifiable assets acquired, goodwill, and liabilities assumed, net | 358,138,773 |
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 | 72,600,000 |
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 | 2,773,778 |
Fair value of Torchlight's outstanding options – Additional paid in capital | $ 9,397,988 |
Acquisitions and Preferred St_4
Acquisitions and Preferred Stock Liability - Additional Information (Details) $ / shares in Units, $ / shares in Units, $ in Millions | Oct. 05, 2021USD ($)shares | Oct. 05, 2021CAD ($)shares | Jun. 28, 2021USD ($)$ / sharesshares | Jun. 25, 2021shares | Mar. 05, 2020 | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Oct. 05, 2021$ / shares | Jun. 11, 2021$ / sharesshares | Jun. 01, 2017 | Jan. 30, 2017 | Aug. 07, 2014 |
Business Acquisition [Line Items] | |||||||||||||
Common stock, shares par value | $ / shares | $ 0.001 | ||||||||||||
Goodwill | $ 240,376,634 | ||||||||||||
Decrease in consideration | $ (169,592) | ||||||||||||
Decrease in O&G assets | (197,608) | ||||||||||||
Decrease in preferred stock liability | (5,306,354) | ||||||||||||
Decrease in working capital | (1,034,288) | ||||||||||||
Pre-acquisition receivable | 3,404,866 | ||||||||||||
Pre-acquisition liabilities | 865,650 | ||||||||||||
Pre-acquisition reduce cash | $ 3,573,504 | ||||||||||||
Increase in Goodwill | 4,244,265 | ||||||||||||
Revenues | 4,082,517 | $ 1,122,183 | $ 902,410 | ||||||||||
Loss from operations | $ (38,057,838) | $ (10,756,379) | $ (8,877,412) | ||||||||||
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 | ||||||||||||
Goodwill | $ 213,369,701 | ||||||||||||
Percentage of voting equity interests acquired | 70.00% | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 357,289,644 | ||||||||||||
Implied enterprise value of O&G assets | 75,500,000 | ||||||||||||
Estimated fair value of O&G assets | 72,600,000 | ||||||||||||
Fair value of preferred stock liability | (72,600,000) | ||||||||||||
Torchlight [Member] | Minimum [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Implied enterprise value of O&G assets | 57,700,000 | 55,100,000 | |||||||||||
Torchlight [Member] | Maximum [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Implied enterprise value of O&G assets | 101,100,000 | 109,000,000 | |||||||||||
Torchlight [Member] | Commercial Paper [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Separately Recognized Transactions, Liabilities Recognized | 11,000,000 | ||||||||||||
Nanotech Security Corp [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business combination total consideration transferred value | $ 72,127,297 | $ 90.8 | |||||||||||
Business acquisition share price | $ / shares | $ 1.25 | ||||||||||||
Acquired oil and natural gas properties | 8,600,000 | ||||||||||||
Goodwill | $ 27,140,423 | ||||||||||||
Percentage of voting equity interests acquired | 100.00% | ||||||||||||
Business acquisition effective date | Oct. 5, 2021 | Oct. 5, 2021 | |||||||||||
Property and equipment | $ 14,771,456 | ||||||||||||
Acquired finite lived intangible assets | 25,300,000 | ||||||||||||
Consideration transferred allocated between stock and options | 658,750 | ||||||||||||
Revenues | 1,800,000 | ||||||||||||
Loss from operations | 900,000 | ||||||||||||
Nanotech Security Corp [Member] | Developed Optical Thin Film Technology [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired finite lived intangible assets | 200,000 | ||||||||||||
Nanotech Security Corp [Member] | Developed Nanotechnology [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired finite lived intangible assets | 14,800,000 | ||||||||||||
Nanotech Security Corp [Member] | Customer contract [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired finite lived intangible assets | 10,300,000 | ||||||||||||
Nanotech Security Corp [Member] | Nanotech Common Shares [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business combination total consideration transferred value | 69,214,652 | ||||||||||||
Nanotech Security Corp [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business combination total consideration transferred value | $ 300,610 | ||||||||||||
Nanotech Security Corp [Member] | Restricted Stock Units (RSUs) [Member] | Nanotech Common Shares [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business acquisition share price | $ / shares | 1.25 | ||||||||||||
Repurchase of restricted stock units to purchase common stock | shares | 303,391 | 303,391 | |||||||||||
Nanotech Security Corp [Member] | Money Options [Member] | Nanotech Common Shares [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business acquisition share price | $ / shares | $ 1.25 | ||||||||||||
Money options to acquire shares of common stock | shares | 4,359,000 | 4,359,000 | |||||||||||
CPM RTO [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Consideration equal to net monetary assets | 3,110,834 | ||||||||||||
CPM RTO [Member] | Common Stock [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Consideration transferred allocated between stock and options | $ 2,898,268 | ||||||||||||
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 | ||||||||||||
Prior to Completion of the CPM RTO [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Common stock, conversion basis | every two warrants had the right to purchase one MTI common share | ||||||||||||
Prior to Completion of the CPM RTO [Member] | CPM Conversion Ratio [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Reverse stock split ratio | 2.75 | ||||||||||||
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 | 358,138,773 | ||||||||||||
Amount in difference from consideration transferred and good will recognized | 358,100,000 | ||||||||||||
Business combination Portion of the total consideration transferred | 358,100,000 | ||||||||||||
Business combination recognized identifiable assets acquired and liabilities assumed net | 144,800,000 | ||||||||||||
Goodwill | 213,400,000 | ||||||||||||
Goodwill impairment | $ 0 | ||||||||||||
Revenues | 0 | ||||||||||||
Loss from operations | $ 15,800,000 | ||||||||||||
Former Security Holders Of Meta [Member] | Resulting Issuer [Member] | Meta [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 70.00% | ||||||||||||
Holders Of Torchlight [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Reverse stock split ratio | 0.5 | ||||||||||||
Options [Member] | CPM RTO [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Consideration transferred allocated between stock and options | $ 212,566 | ||||||||||||
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 | ||||||||||||
Orogrande Project, West Texas [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 100.00% | ||||||||||||
Orogrande Project, West Texas [Member] | Torchlight [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 100.00% | ||||||||||||
Estimated fair value of O&G assets | 71,100,000 | ||||||||||||
Hazel Project Property in Midland Basin [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 74.00% | ||||||||||||
Hazel Project Property in Midland Basin [Member] | Minimum [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 74.00% | ||||||||||||
Hazel Project Property in Midland Basin [Member] | Maximum [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Equity method investment, ownership percentage | 75.00% | ||||||||||||
Hazel Project Property in Midland Basin [Member] | Torchlight [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Estimated fair value of O&G assets | $ 1,500,000 | ||||||||||||
Equipment [Member] | Nanotech Security Corp [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Fair Value of Property plant and equipment | $ 8,600,000 | ||||||||||||
Machinery [Member] | Nanotech Security Corp [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Fair Value of Property plant and equipment | $ 6,000,000 | ||||||||||||
Oil And Natural Gas Properties [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Capitalized costs of wells and related equipment and facilities | $ 14,200,000 | ||||||||||||
Oil And Natural Gas Properties [Member] | Torchlight [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Property and equipment | 72,600,000 | ||||||||||||
Oil And Natural Gas Properties [Member] | Orogrande Project, West Texas [Member] | Torchlight [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired oil and natural gas properties | 72,000,000 | ||||||||||||
Oil And Natural Gas Properties [Member] | Hazel Project Property in Midland Basin [Member] | Torchlight [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired oil and natural gas properties | $ 3,500,000 | ||||||||||||
Series A Preferred Stock [Member] | Prior to Completion of the CPM RTO [Member] | CPM Conversion Ratio [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Reverse stock split ratio | 4.125 | ||||||||||||
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] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Preferred shares outstanding | shares | 164,923,363 | ||||||||||||
Series A Non Voting Preferred Stock [Member] | Holders Of Torchlight [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Dividend record date | Jun. 25, 2021 |
Acquisitions and Preferred St_5
Acquisitions and Preferred Stock Liability - Summary of Final Allocation of Consideration Paid (Details) $ in Millions | Oct. 05, 2021USD ($) | Oct. 05, 2021CAD ($) | Dec. 31, 2021USD ($) |
Net assets (liabilities) of Nanotech: | |||
Goodwill | $ 240,376,634 | ||
Nanotech Security Corp [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, consideration transferred | $ 72,127,297 | $ 90.8 | |
Net assets (liabilities) of Nanotech: | |||
Cash and cash equivalents | 5,974,254 | ||
Accounts receivable | 741,783 | ||
Trade payables | (1,349,139) | ||
Prepaid expenses | 271,741 | ||
Inventory | 126,326 | ||
Property and equipment | 14,771,456 | ||
Intangibles | 25,309,847 | ||
Deferred tax liability | (859,394) | ||
Goodwill | 27,140,423 | ||
Business combination, recognized identifiable assets acquired, goodwill, and liabilities assumed, net | 72,127,297 | ||
Nanotech Security Corp [Member] | Restricted Stock Units (RSUs) [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, consideration transferred | 300,610 | ||
Nanotech Security Corp [Member] | Stock Options [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, consideration transferred | 2,612,035 | ||
Nanotech Security Corp [Member] | Nanotech Common Shares [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, consideration transferred | $ 69,214,652 |
Acquisitions and Preferred St_6
Acquisitions and Preferred Stock Liability - Summary of Unaudited Pro Forma Results of Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Revenue | $ 9,992,820 | $ 7,067,166 |
Net loss | (93,221,514) | (12,651,722) |
Add back: acquisition cost | 3,484,318 | |
Deduct: additional depreciation and amortization | (3,143,659) | (3,844,899) |
Adjusted net loss | (92,880,855) | (16,496,621) |
Torchlight RTO [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | 4,177,054 | 1,315,562 |
Net loss | (98,833,507) | (24,393,155) |
Add back: acquisition cost | 7,324,054 | 724,129 |
Adjusted net loss | (91,509,453) | (23,669,026) |
META Excluding Nanotech [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | 2,237,470 | 1,122,183 |
Net loss | (90,279,119) | (11,611,259) |
Add back: acquisition cost | 1,837,796 | |
Adjusted net loss | (88,441,323) | (11,611,259) |
META Excluding Torchlight [Member] | Torchlight RTO [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | 4,082,517 | 1,122,183 |
Net loss | (75,181,395) | (11,611,259) |
Add back: acquisition cost | 3,220,870 | 724,129 |
Adjusted net loss | (71,960,525) | (10,887,130) |
Nanotech [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | 7,755,350 | 5,944,983 |
Net loss | (2,942,395) | (1,040,463) |
Add back: acquisition cost | 1,646,522 | |
Deduct: additional depreciation and amortization | (3,143,659) | (3,844,899) |
Adjusted net loss | (4,439,532) | (4,885,362) |
Torchlight [Member] | Torchlight RTO [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | 94,537 | 193,379 |
Net loss | (23,652,112) | (12,781,896) |
Add back: acquisition cost | 4,103,184 | |
Adjusted net loss | $ (19,548,928) | $ (12,781,896) |
Acquisitions and Preferred St_7
Acquisitions and Preferred Stock Liability - Summary of Monetary Assets Acquired and Liabilities assumed (Details) - CPM RTO Merger [Member] | Dec. 31, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 3,112,172 |
Marketable securities | 3,274 |
Accounts receivable | 20,277 |
Business combination, recognized identifiable assets acquired, goodwill, and liabilities assumed, net | $ 3,110,834 |
Acquisitions and Preferred St_8
Acquisitions and Preferred Stock Liability - Summary of Fair Value of Options Issued Estimate Using Black-Scholes Option Pricing Model (Details) - CPM RTO [Member] - Black-Scholes Option Pricing Model [Member] | 12 Months Ended |
Dec. 31, 2021CAD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected term for directors resigning from CPM board | 6 months |
Expected term for a director continuing as Resulting Issuer director | 8 years |
Expected dividend yield [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Options issued, measurement input | 0 |
Expected forfeiture rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Options issued, measurement input | 0 |
Fair value of Resulting Issuer Common Share | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Options issued, measurement input | 0.62 |
Exercise price per common stock [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Options issued, measurement input | 0.35 |
Minimum [Member] | Risk free interest rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Options issued, measurement input | 0.83 |
Minimum [Member] | Expected volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Options issued, measurement input | 117 |
Maximum [Member] | Risk free interest rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Options issued, measurement input | 0.96 |
Maximum [Member] | Expected volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Options issued, measurement input | 134 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Mar. 16, 2021 | Mar. 12, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||
Due from related party, current | $ 10,657 | |||
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 | 150,522 | |||
Lamda Guard Technologies Ltd LGTL [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due from related party, current | $ 0 | 0 | ||
Due to related party, current | $ 200,000 | |||
Lamda Guard Technologies Ltd LGTL [Member] | Conversion Of Related Party Amount Into Shares [Member] | ||||
Related Party Transaction [Line Items] | ||||
Conversion of stock, Amount converted | $ 300,000 | |||
Adjustments to shares issued for conversion of related party debt | $ 100,000 | |||
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 | 200,000 | ||
Shares issued price per share | $ 4.51 | $ 4.51 | ||
Percentage of premium on share price | 10.00% | |||
Share price | $ 4.10 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) | Aug. 13, 2020USD ($)aTestWell | Dec. 31, 2021Well | Jul. 25, 2018USD ($) | Jun. 01, 2017TestWell | Mar. 27, 2017a | Jan. 30, 2017a | Oct. 31, 2016 | Apr. 04, 2016a | Aug. 07, 2014a | Aug. 06, 2014 |
Masterson Hazel Partners, LP [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Area of land | 9,762 | |||||||||
Option fee paid | $ | $ 1,000 | |||||||||
Business combination, consideration transferred | $ | 12,690,704 | |||||||||
Business acquisition purchase price per acre | $ | $ 1,300 | |||||||||
Minimum [Member] | Masterson Hazel Partners, LP [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Ownership percentage | 74.00% | |||||||||
Orogrande Project property in West Texas [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Ownership percentage | 100.00% | |||||||||
Working interest percentage | 100.00% | |||||||||
Land under lease | 134,000 | |||||||||
Future well capital spending obligations amount to be spent | $ | $ 40,500,000 | |||||||||
Drilling obligation year 2022 | Well | 5 | |||||||||
Drilling obligation year 2023 | Well | 5 | |||||||||
Orogrande Project property in West Texas [Member] | Torchlight [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Ownership percentage | 100.00% | |||||||||
Working interest percentage | 100.00% | |||||||||
Area of land | 172,000 | |||||||||
Back-in payout working interest percentage | 10.00% | |||||||||
Overriding royalty interest percentage | 4.50% | |||||||||
Orogrande Project property in West Texas [Member] | Hudspeth Oil Corporation [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Ownership percentage | 49.88% | |||||||||
Working interest percentage | 66.50% | |||||||||
Future well capital spending obligations contribution percentage | 50.00% | |||||||||
Orogrande Project property in West Texas [Member] | Wolfbone Investments LLC [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Ownership percentage | 18.75% | |||||||||
Working interest percentage | 25.00% | |||||||||
Future well capital spending obligations contribution percentage | 50.00% | |||||||||
Orogrande Project property in West Texas [Member] | Unrelated Party [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Ownership percentage | 1.88% | |||||||||
Working interest percentage | 2.50% | |||||||||
Hazel Project Property in Midland Basin [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Ownership percentage | 74.00% | |||||||||
Working interest percentage | 80.00% | 40.66% | 33.33% | 66.66% | ||||||
Gross acres | 645 | 12,000 | ||||||||
Area of land | 516 | 9,600 | 12,000 | |||||||
Back-in payout working interest percentage | 25.00% | |||||||||
Number of test wells drilled | TestWell | 6 | |||||||||
Number of test wells currently producing | TestWell | 2 | |||||||||
Hazel Project Property in Midland Basin [Member] | Torchlight [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Area of land | 40 | |||||||||
Hazel Project Property in Midland Basin [Member] | Unrelated Party [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Working interest percentage | 6.00% | |||||||||
Hazel Project Property in Midland Basin [Member] | Minimum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Ownership percentage | 74.00% | |||||||||
Hazel Project Property in Midland Basin [Member] | Maximum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Ownership percentage | 75.00% |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Project Ownership (Details) - Orogrande Project, West Texas [Member] | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | |
Revenue Interest | 100.00% |
Working Interest | 100.00% |
University Lands - Mineral Owner [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Revenue Interest | 20.00% |
ORRI - Magdalena Royalties, LLC, an Entity Controlled by Gregory McCabe, Chairman [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Revenue Interest | 4.50% |
ORRI - Unrelated Party [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Revenue Interest | 0.50% |
Hudspeth Oil Corporation, a subsidiary of Meta Materials Inc. [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Revenue Interest | 49.88% |
Working Interest | 66.50% |
Wolfbone Investments LLC, an Entity Controlled Controlled by Gregory McCabe, Chairman [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Revenue Interest | 18.75% |
Working Interest | 25.00% |
Conversion by Note Holders in March, 2020 [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Revenue Interest | 4.50% |
Working Interest | 6.00% |
Unrelated Party [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Revenue Interest | 1.88% |
Working Interest | 2.50% |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 196,868 | $ 378,265 |
Supplies | 8,886 | 14,414 |
Work in process | 30,636 | 69,380 |
Finished goods | 29,328 | 1,323 |
Total inventory | $ 265,718 | $ 463,382 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Inventory raw material restricted | $ 0.3 | |
Raw materials inventory to research and development expense | 0.2 | $ 0.2 |
Inventory in cost of goods sold | $ 0.7 |
Prepaid Expenses And Other Cu_3
Prepaid Expenses And Other Current Assets - Summary of Prepaid Expenses And Other Current Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 1,262,112 | $ 227,425 |
Other current assets | 683,044 | 134,466 |
Taxes receivable | 1,506,211 | 152,312 |
Total prepaid expenses and other current assets | $ 3,451,367 | $ 514,203 |
Property, plant and equipment_3
Property, plant and equipment, net - Schedule of Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 34,127,218 | $ 7,800,277 |
Accumulated depreciation and impairment | (7,109,104) | (5,039,106) |
Property, Plant and Equipment, Net | 27,018,114 | 2,761,171 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 469,317 | |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 5,509,403 | |
Property, Plant and Equipment, Useful Life | 25 years | |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 262,320 | 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 | $ 277,717 | 256,554 |
Property, Plant and Equipment, Useful Life | 1 year | |
Manufacturing equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 17,762,405 | 6,645,986 |
Manufacturing equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 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 | $ 525,961 | 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 | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 236,251 | |
Leasehold improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Leasehold improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 2 years | |
Enterprise Resource Planning software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 211,149 | 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 | $ 8,872,695 | $ 424,393 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 1,800,000 | $ 1,600,000 |
Property, Plant and Equipment, Gross | 34,127,218 | 7,800,277 |
Impairment expense | 300,000 | |
Assets under construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 8,872,695 | $ 424,393 |
Costs related to construction work | 5,400,000 | |
Equipment in Transit [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 3,600,000 | |
Nanotech security corp [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisition of property, plant and equipment | 8,600,000 | |
Nanotech security corp [Member] | Nova Scotia, Canada [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisition of property, plant and equipment | 1,400,000 | |
Nanotech security corp [Member] | California, United States [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisition of property, plant and equipment | $ 1,200,000 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Intangibles, Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 33,157,178 | $ 7,027,461 |
Accumulated amortisation and impairment | (4,185,354) | (2,550,847) |
Intangibles, Net | 28,971,824 | 4,476,614 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 7,839,182 | 6,954,657 |
Patents [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Useful Life (years) | 10 years | |
Patents [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Useful Life (years) | 5 years | |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 132,636 | $ 72,804 |
Developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 14,931,377 | |
Intangibles, Useful Life (years) | 20 years | |
Customer contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 10,253,983 | |
Intangibles, Useful Life (years) | 5 years |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortisation expense | $ 1.7 | $ 0.8 |
Nanotech security corp [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill acquired | 27.1 | |
Torchlight RTO [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill acquired | $ 213.4 |
Unsecured Convertible Promiss_3
Unsecured Convertible Promissory Notes - Schedule of Commercial Paper Roll Forward (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 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) | 0 |
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 |
Unrealized foreign currency exchange gain | 0 | 0 |
Foreign currency translation adjustment | (26,262) | 17,671 |
Conversion to common stock | (23,656,365) | 0 |
Elimination pursuant to Torchlight RTO | 0 | 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 |
Conversion to common stock | 0 | 0 |
Elimination pursuant to Torchlight RTO | (11,322,637) | 0 |
Ending balance | $ 0 | $ 665,215 |
Unsecured Convertible Promiss_4
Unsecured Convertible Promissory Notes - Schedule of Commercial Paper Roll Forward (Parenthetical) (Details) | Mar. 03, 2021USD ($) | Feb. 16, 2021USD ($)shares | Nov. 30, 2020CAD ($)$ / shares | Dec. 31, 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 (Details) - 12 months ended Dec. 31, 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 (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Convertible Debt Current Roll Forward [Line Items] | |||
Beginning balance | $ 5,545,470 | ||
Interest paid | (64,528) | $ (193,745) | $ (14,477) |
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 (Details) | Mar. 03, 2021USD ($)shares | Feb. 16, 2021USD ($) | Apr. 03, 2020CAD ($)d$ / sharesshares | Dec. 31, 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 | ||||||
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 was required to maintain a working capital ratio of no less than 3:1. The | ||||||
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 (Details) - Unsecured Convertible Debentures [Member] | 12 Months Ended | |||
Dec. 31, 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 (Details) | Mar. 03, 2021USD ($) | Feb. 16, 2021USD ($)shares | Dec. 10, 2019CAD ($) | Dec. 31, 2021d$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019CAD ($) | 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 | ||||||||
Stock issued during the period conversion of convertible securities net of adjustments | $ 479,061 | ||||||||
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 (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 3,228,449 | $ 3,034,048 |
Long-term Debt, Current Maturities | 491,278 | 290,544 |
Long-term Debt, Excluding Current Maturities | 2,737,171 | 2,743,504 |
ACOA Business Development Program ("BDP") 2012 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 80,390 | 129,384 |
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 1,666,764 | 1,458,954 |
ACOA BDP 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 1,319,130 | 1,285,307 |
ACOA BDP 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 42,011 | 30,138 |
ACOA Regional Relief and Recovery Fund ("RRRF") 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 120,154 | |
CAIXA Capital loan [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 130,265 |
Long-Term Debt - Summary of L_2
Long-Term Debt - Summary of Long Team Debt (Parenthetical) (Details) | 12 Months Ended | ||||||
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021CAD ($)shares | Dec. 31, 2021EUR (€)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021CAD ($) | Dec. 31, 2020CAD ($) | |
Debt Instrument [Line Items] | |||||||
Deferred government assistance | $ 849,650 | $ 810,979 | |||||
Revenues | $ 4,082,517 | 1,122,183 | $ 902,410 | ||||
ACOA Business Development Program ("BDP") 2012 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long term debt maturity date | 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 | 107,143 | $ 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 | $ 2,924,615 | 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% | 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% | 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 | |||||
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 | ||||||
Amortization of deferred government assistance | $ 145,739 | $ 136,320 | |||||
Long Term debt cumulative drawdown amount | $ 2,781,250 | 3,000,000 | |||||
ACOA BDP 2019 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long term debt maturity date | 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 | $ 90,278 | 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 | |||||
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 | |||||
Base rate | 4.00% | 4.00% | 4.00% | ||||
Debt Conversion, principal and accrued interest oustanding | $ 209,506 | € 171,080 | |||||
Conversion price | $ / shares | $ 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 (Details) | Jun. 28, 2021USD ($)shares | Jun. 25, 2021shares | Jun. 25, 2021USD ($)shares | Jun. 16, 2021USD ($)$ / shares | Mar. 05, 2020$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021CAD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2021$ / shares | Jun. 28, 2021$ / shares | Jun. 21, 2021USD ($) |
Class of Stock [Line Items] | ||||||||||||
Common stock, shares authorized | shares | 1,000,000,000 | |||||||||||
Common stock, shares par value | $ / shares | $ 0.001 | |||||||||||
Stock issued during period value, conversion of commercial paper | $ 23,656,365 | $ 3,939,447 | ||||||||||
Stock issued during period value, conversion of secured convertible debentures | 22,118,782 | |||||||||||
Stock issued during period value, conversion of unsecured convertible debentures | 5,769,475 | |||||||||||
Gain loss on common shares and liabilities carrying value differences | 19,330 | |||||||||||
Common stock shares sold | 448,552 | $ 640,002 | ||||||||||
Prepaid expenses | 1,262,112 | 227,425 | ||||||||||
Class of warrants or rights, conversion basis | 1.845 | |||||||||||
Offering price | $ 262,751 | 132,347 | ||||||||||
Term of warrants | 5 years | |||||||||||
Effect of reverse acquisition | $ 369,461,410 | $ 3,214,502 | ||||||||||
Sales Agreement [Member] | ATM [Member] | Roth Capital Partners, LLC [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, shares par value | $ / shares | $ 0.001 | |||||||||||
Common stock shares sold | $ 0 | |||||||||||
Stock issued during period, shares | shares | 16,185,805 | |||||||||||
Gross proceeds from issuance of common stock | $ 137,500,000 | |||||||||||
Aggregate fixed commission | 3.00% | |||||||||||
Sales Agreement [Member] | ATM [Member] | Roth Capital Partners, LLC [Member] | Maximum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Offering price | $ 100,000,000 | $ 250,000,000 | ||||||||||
Black-Scholes Option Pricing Model [Member] | General & Administrative | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Estimated fair value of warrants | 3,129,208 | |||||||||||
Service Provider [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Prepaid expenses | $ 500,000 | |||||||||||
Torchlight [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, coversion ratio | 0.5 | 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 | |||||||||||
Nanotech Security Corp [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock issued as stock-based compensation to service provider | shares | 125,000 | 125,000 | ||||||||||
Business acquisition, partial compensation | $ 658,750 | |||||||||||
Share price | $ / shares | $ 5.27 | |||||||||||
Remaining cash payment | $ 511,406 | |||||||||||
Broker Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of securities called by warrant | shares | 82,494 | |||||||||||
Issued warrants | shares | 97,542 | |||||||||||
Warrants exercised to purchase common shares | shares | (83,655) | (83,655) | ||||||||||
Difference shares withheld to cover exercise cost | shares | 1,161 | 1,161 | ||||||||||
0.62 CAD [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants, exercise price | $ / shares | $ 0.34 | |||||||||||
Meta [Member] | Torchlight [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Share price | $ / shares | $ 0.58 | |||||||||||
Stock shares issued during the period shares due to differences in fair value | shares | 286,292 | 286,292 | ||||||||||
Payment made towards fair value adjustment | $ 90,000 | |||||||||||
Business acquisition consideration payable fair value adjustment | $ 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 | 2 | ||||||||||
Prior to Completion of the CPM RTO [Member] | CPM Conversion Ratio [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, coversion ratio | 2.75 | 2.75 | ||||||||||
Warrant conversion ratio | 2.75 | 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 | 1.845 | ||||||||||
Warrant conversion ratio | 1.845 | 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 | 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 | 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 | 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 | 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 | 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 | |||||||||||
Business combination equity interest issued or issuable number of shares | shares | 82,813,994 | 82,813,994 | ||||||||||
Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock issued during period value, conversion of commercial paper | $ 20,391 | $ 17,752 | ||||||||||
Stock issued during period value, conversion of secured convertible debentures | 14,156 | |||||||||||
Stock issued during period value, conversion of unsecured convertible debentures | 5,105 | |||||||||||
Conversion of long-term debt | 221,843 | |||||||||||
Long-term debt due to related party | $ 225,986 | |||||||||||
Common stock shares sold | $ 2,613 | $ 3,027 | ||||||||||
Stock issued during period, shares | shares | 2,613,321 | 3,027,283 | ||||||||||
Preferred stock were converted into common stock | shares | 58,153,368 | |||||||||||
Conversion of promissory notes, Shares | shares | 20,391,239 | 20,391,239 | 17,752,163 | |||||||||
Effect of reverse acquisition | $ 82,814 | $ 21,599 | ||||||||||
Effect of reverse acquisition, Shares | shares | 82,813,994 | 82,813,994 | 21,599,223 | |||||||||
Common Stock [Member] | Service Provider [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock issued as stock-based compensation to service provider | shares | 148,368 | 148,368 | ||||||||||
Share price | $ / shares | $ 3.37 | |||||||||||
Common Stock [Member] | CPM RTO [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock were converted into common stock | shares | 58,153,368 | |||||||||||
Conversion of promissory notes, Shares | shares | 17,752,163 | |||||||||||
Effect of reverse acquisition | $ 3,214,502 | |||||||||||
Effect of reverse acquisition, Shares | shares | 21,599,223 | |||||||||||
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 | |||||||||||
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 | |||||||||||
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 | |||||||||||
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] | ||||||||||||
Number of securities called by warrant | shares | 361,729 | |||||||||||
Issued warrants | shares | 2,153,500 | 2,153,500 | 1,455,864 | |||||||||
Class of warrants or rights outstanding shares | shares | 430,380 | |||||||||||
Warrants exercised to purchase common shares | shares | (365,651) | (365,651) | ||||||||||
Difference shares withheld to cover exercise cost | shares | 3,922 | 3,922 | ||||||||||
Warrant [Member] | Black-Scholes Option Pricing Model [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issued warrants | shares | 1,153,500 | 1,153,500 | ||||||||||
Warrant [Member] | Monte Carlo Simulation [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issued warrants | shares | 1,000,000 | 1,000,000 | ||||||||||
Warrant [Member] | Monte Carlo Simulation [Member] | General & Administrative | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Estimated fair value of warrants | $ 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 | 23,635,974 | $ 3,921,695 | ||||||||||
Stock issued during period value, conversion of secured convertible debentures | 22,104,626 | |||||||||||
Stock issued during period value, conversion of unsecured convertible debentures | 5,764,370 | |||||||||||
Common stock shares sold | 445,939 | $ 636,975 | ||||||||||
Class of warrants or rights outstanding | $ 2,773,779 | |||||||||||
Effect of reverse acquisition | 369,378,596 | $ 3,192,903 | ||||||||||
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 |
Capital Stock - Summary of Chan
Capital Stock - Summary of Changes in Warrant (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Balance, beginning of period, shares | 3,046,730 | 1,590,866 |
Balance, beginning of period | $ 402,883 | $ 132,299 |
Issued, shares | 2,153,500 | 1,455,864 |
Issued | $ 3,831,124 | $ 166,916 |
Adjustment to 2019 warrants | $ 103,668 | |
Exercised, shares | (365,651) | |
Exercised | $ (49,812) | |
Fair value of deemed issuance to Torchlight, shares | 430,380 | |
Fair value of deemed issuance to Torchlight | $ 2,773,779 | |
Balance, end of period, shares | 5,264,959 | 3,046,730 |
Balance, end of period | $ 6,957,974 | $ 402,883 |
Capital Stock - Summary of Ch_2
Capital Stock - Summary of Changes in Broken Warrant (Details) - Broker Warrants [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Warrant or Right [Line Items] | ||
Balance, beginning of period, shares | 97,542 | |
Balance, beginning of period | $ 16,144 | |
Issued, shares | 97,542 | |
Issued | $ 16,144 | |
Exercised, shares | (83,655) | |
Exercised | $ (14,318) | |
Balance, end of period, shares | 13,887 | 97,542 |
Balance, end of period | $ 1,826 | $ 16,144 |
Capital Stock - Summary of Blac
Capital Stock - Summary of Black-Scholes Option Pricing Model (Details) | Dec. 31, 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] | Expected forfeiture rate [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 (Details) | Dec. 31, 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 (Details) | Dec. 22, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Dec. 03, 2021shares |
Share based payment award, Contractual term | 6 years 8 months 26 days | ||||
Stock-based compensation expense | $ | $ 1,058,980 | $ 1,509,686 | $ 1,292,772 | ||
Shares granted during period | 13,402,080 | ||||
Share based payment options, forfeited | 85,901 | 2,627,510 | |||
Share based payment options, expired | 2,090,866 | ||||
Weighted average remaining contractual life | 7 years 4 months 2 days | 8 years 4 months 9 days | 8 years 4 months 17 days | ||
Equity interest in business combination fair value disclosure | $ | $ 358,138,773 | ||||
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 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Granted in period | 300,000 | ||||
Stock-based compensation expense | $ | $ 1,928,000 | ||||
Weighted average grant date fair value | $ / shares | $ 6.43 | ||||
Unrecognized compensation cost | $ | $ 0 | ||||
DSU Plan [Member] | |||||
Granted in period | 191,802 | 491,802 | 0 | ||
Stock-based compensation expense | $ | $ 517,869 | ||||
Weighted average grant date fair value | $ / shares | $ 2.70 | ||||
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 | ||||
2015 Stock Option and Grant Plan [Member] | |||||
Shares reserved for future issuance | 3,500,000 | ||||
2018 Stock Option and Grant Plan [Member] | |||||
Shares reserved for future issuance | 6,445,745 | ||||
2021 Equity Incentive Plan [Member] | |||||
Shares reserved for future issuance | 34,945,745 |
Share-Based Payments - Summary
Share-Based Payments - Summary of Change in Outstanding Share DSU (Details) - DSU Plan [Member] - shares | Dec. 22, 2021 | Dec. 31, 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 | |
Issued | 191,802 | 491,802 | 0 |
Converted in to common stock | 0 | (522,596) | |
Outstanding, end of period | 3,947,026 | 3,455,224 |
Share-Based Payments - Summar_2
Share-Based Payments - Summary of Equity Instruments Other than Options DSU Shares Outstanding (Details) - DSU Plan [Member] - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Equity Instruments Other Than Options DSU Shares Outstanding [Line Items] | ||
Number of units | 3,947,026 | 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 |
Issue Price US$2.70 [Member] | ||
Schedule Of Equity Instruments Other Than Options DSU Shares Outstanding [Line Items] | ||
Number of units | 491,802 | 0 |
Share-Based Payments - Summar_3
Share-Based Payments - Summary of Equity Instruments Other than Options DSU Shares Outstanding (Parenthetical) (Details) - DSU Plan [Member] - $ / shares | Dec. 31, 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 |
Issue Price US$2.70 [Member] | ||
Schedule Of Equity Instruments Other Than Options DSU Shares Outstanding [Line Items] | ||
Shares issued, price per share | $ 2.70 | $ 2.70 |
Share-Based Payments - Summar_4
Share-Based Payments - Summary of Stock-Based Compensation Expenses (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 1,058,980 | $ 1,509,686 | $ 1,292,772 |
Selling & Marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 34,735 | 61,560 | 154,086 |
General & Administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 544,530 | 1,114,556 | 940,613 |
Research & Development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 479,715 | $ 333,570 | $ 198,073 |
Share-Based Payments - Summar_5
Share-Based Payments - Summary of Change in Share Outstanding Options (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding, beginning of period, Number of options | 24,477,507 | 14,502,303 | |
Issued to CPM executives and directors pursuant to CPM RTO, Number of options | 1,291,500 | ||
Granted, Number of options | 13,402,080 | ||
Exercised, Number of options | (4,486,965) | ||
Forfeited, Number of options | (85,901) | (2,627,510) | |
Fair value of deemed issuance to Torchlight, Number of options | 1,500,000 | ||
Expired, Number of options | (2,090,866) | ||
Outstanding, end of period, Number of options | 21,404,641 | 24,477,507 | 14,502,303 |
Exercisable, end of period | 13,231,030 | 10,563,871 | |
Outstanding, beginning of period, Average exercise price per stock option | $ 0.33 | $ 0.33 | |
Issued to CPM executives and directors pursuant to CPM RTO, Average exercise price per stock option | 0.19 | ||
Granted, Average exercise price per stock option | 0.34 | ||
Exercised, Average exercise price per stock option | 0.36 | ||
Forfeited, Average exercise price per stock option | 0.34 | 0.34 | |
Expired, Average exercise price per stock option | 0.27 | ||
Fair value of deemed issuance to Torchlight, Average exercise price per stock option | 2.22 | ||
Outstanding, end of period, Average exercise price per stock option | 0.46 | $ 0.33 | $ 0.33 |
Exercisable, end of period | $ 0.54 | ||
Outstanding, Average exercise remaining contractual term (years) | 7 years 4 months 2 days | 8 years 4 months 9 days | 8 years 4 months 17 days |
Exercisable, Average exercise remaining contractual term (years) | 6 years 8 months 26 days | ||
Outstanding, Aggregate intrinsic value | $ 56,924,556 | $ 688,952 | $ 104,500 |
Exercisable, Aggregate intrinsic value | $ 34,148,435 |
Share-Based Payments - Summar_6
Share-Based Payments - Summary of Stock Options Outstanding (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 21,404,641 | 24,477,507 |
Number exercisable | 13,231,030 | 10,563,871 |
CA$0.34 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 19,067,529 | 23,550,394 |
Number exercisable | 10,893,918 | 9,636,758 |
CA$0.15 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 518,112 | 558,113 |
Number exercisable | 518,112 | 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 |
US$2 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 1,075,000 | |
Number exercisable | 1,125,000 | |
US$1 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 375,000 | |
Number exercisable | 325,000 |
Share-Based Payments - Summar_7
Share-Based Payments - Summary of Stock Options Outstanding (Parenthetical) (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | $ 0.46 | $ 0.33 | $ 0.33 |
CA$0.34 [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 0.34 | 0.34 | |
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 | |
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 (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | |||
Volatility | 84.00% | ||
Expected volatility for options,minimum | 52.00% | 84.00% | |
Expected volatility for options,maximum | 134.00% | 130.00% | |
Risk-free interest rate | 0.73% | 0.73% | 1.21% |
Expected term (in years) | 1 year | 7 years 5 months 23 days | 8 years 8 months 1 day |
Income Taxes - Summary of Loss
Income Taxes - Summary of Loss before Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Local | $ (30,552,839) | $ (1,549,534) | $ (1,278,498) |
Foreign | (61,296,485) | (10,255,435) | (7,250,018) |
Loss before income taxes | $ (91,849,324) | $ (11,804,969) | $ (8,528,516) |
Income taxes - Summary of Incom
Income taxes - Summary of Income Tax Provision (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax expense | |||
Local | $ 800 | $ 800 | $ 800 |
Current tax expense | 800 | 800 | 800 |
Deferred tax benefit | |||
Foreign | (852,863) | (194,510) | (84,349) |
Deferred tax benefit | (852,863) | (194,510) | (84,349) |
Income tax recovery | $ (852,063) | $ (193,710) | $ (83,549) |
Income taxes - Summary of Inc_2
Income taxes - Summary of Income Tax Provision reconciliation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Tax computed at federal statutory rate | $ (19,288,357) | $ (2,479,044) | $ (1,790,988) |
State income taxes, net of federal benefit | (1,075,114) | (136,979) | (113,019) |
Share-based compensation | 2,289,214 | 317,034 | 285,287 |
Unrealized loss on FVTPL liabilities | 11,752,697 | ||
Other permanent items | (114,799) | 104,181 | 145,204 |
Foreign currency and other | 929,664 | 343,574 | 159,409 |
Impact of different tax rate in foreign jurisdiction | (4,889,797) | (787,329) | (644,394) |
Change in valuation allowance | 9,544,429 | 2,444,853 | 1,874,952 |
Income tax recovery | $ (852,063) | $ (193,710) | $ (83,549) |
Income taxes - Summary of Inc_3
Income taxes - Summary of Income Tax Provision reconciliation (Parenthetical) (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Percentage of federal and provincial income tax rate | 21.00% | 21.00% |
Income taxes - Summary of Defer
Income taxes - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Non-capital losses | $ 25,110,497 | $ 10,059,528 |
Intangible assets | 69,964 | 62,938 |
Other assets | 46,725 | 42,488 |
Research and development tax credits | 1,972,694 | |
Total gross deferred tax assets | 27,199,880 | 10,164,954 |
Less: valuation allowance | (18,659,901) | (9,115,472) |
Deferred tax assets total | 8,539,979 | 1,049,482 |
Deferred tax liabilities | ||
Intangible assets | (6,276,390) | (703,872) |
Property and equipment | (2,226,741) | (281,092) |
Long-term debt | (251,646) | (293,168) |
Funding obligation | (109,681) | (35,404) |
Unsecured convertible promissory notes | (54,000) | |
Deferred tax liabilities, gross, total | (8,864,458) | (1,367,536) |
Net deferred tax liability | $ (324,479) | $ (318,054) |
Income taxes - Additional Infor
Income taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 91,300,000 | $ 34,700,000 |
Gross deferred tax assets | 27,199,880 | 10,164,954 |
Valuation allowance | $ 18,659,901 | $ 9,115,472 |
Net operating loss carry forward expiration year starting | 2028 |
Net loss per share - Summary Ba
Net loss per share - Summary Basic and Diluted Net Loss Per Share (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss | $ (90,997,261) | $ (11,611,259) | $ (8,444,967) |
Denominator: | |||
Weighted-average shares, basic | 232,898,398 | 137,258,259 | 50,015,137 |
Weighted-average shares, diluted | 232,898,398 | 137,258,259 | 50,015,137 |
Net loss per share | |||
Basic | $ (0.39) | $ (0.08) | $ (0.17) |
Diluted | $ (0.39) | $ (0.08) | $ (0.17) |
Net loss per share - Summary of
Net loss per share - Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 30,630,513 | 41,992,282 | 20,552,723 |
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 | 9,957,387 | |
Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 21,404,641 | 24,477,507 | 7,860,328 |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,278,846 | 3,144,272 | 862,258 |
DSUs [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,947,026 | 3,947,026 | 1,872,750 |
Additional Cash Flow Informat_3
Additional Cash Flow Information - Summary of Net Changes in Operating Assets and Liabilities (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Increase (Decrease) in Operating Capital [Abstract] | |||
Grants receivable | $ 149,798 | $ (131,318) | $ 16,243 |
Inventory | 325,657 | (109,986) | (17,495) |
Accounts and other receivables | (880,613) | 58,891 | (95,244) |
Prepaid expenses and other current assets | (2,100,371) | (27,313) | (124,555) |
Trade payables | 6,906,376 | (644,120) | 998,335 |
Due to related party | (78,940) | (26,984) | 2,943 |
Operating lease Right-of-use Asset | 1,018,691 | ||
Operating lease liabilities | (688,183) | ||
Total | $ 4,652,415 | $ (880,830) | $ 780,227 |
Fair value measurements - Summa
Fair value measurements - Summary of Fair Value of Financial Instruments (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Funding obligation | $ 268,976 | $ 776,884 |
Operating lease liabilities | 4,370,635 | 270,581 |
Long-term debt | 3,228,449 | 3,034,048 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Funding obligation | 170,338 | 571,839 |
Operating lease liabilities | 6,149,369 | 270,641 |
Long-term debt | $ 2,303,648 | $ 2,734,931 |
Revenue - Summary of Revenue Di
Revenue - Summary of Revenue Disaggregated (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 4,082,517 | $ 1,122,183 | $ 902,410 | |
Product sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 407,914 | 2,905 | 23,745 | |
Contract revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 3,427,938 | 624,316 | 247,669 |
Other development revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | 246,665 | 494,962 | 630,996 | |
Development revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 3,674,603 | $ 1,119,278 | $ 878,665 | |
[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 21 for outstanding contracts. |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | 12 Months Ended | ||||
Dec. 31, 2021USD ($)CustomerSegment | Dec. 31, 2020USD ($)Customer | Dec. 31, 2019USD ($) | Dec. 31, 2020EUR (€) | ||
Disaggregation of Revenue [Line Items] | |||||
Number of operating segment | Segment | 1 | ||||
Total revenue | $ 4,082,517 | $ 1,122,183 | $ 902,410 | ||
Percentage of revenue from development contract | 45.00% | ||||
Deferred revenue | $ 1,416,740 | 2,044,070 | |||
Property, plant and equipment, net | 27,018,114 | 2,761,171 | |||
Intangible assets,net | 28,971,824 | 4,476,614 | |||
Covestro Deutschland AG Covestro [Member] | Intellectual Property [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Property, plant and equipment, net | 320,000 | ||||
Intangible assets,net | 480,000 | ||||
Cooperation Framework Agreement CFA [Member] | Intellectual Property [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Assets acquired | $ 800,000 | ||||
Nanotech security corp [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Development contract value | $ 41,500,000 | ||||
Development contract period maximum | 5 years | ||||
Contract revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Number of major customers | Customer | 3 | 3 | |||
Total revenue | [1] | $ 3,427,938 | $ 624,316 | 247,669 | |
Contract revenue [Member] | 3 Customers [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | $ 3,307,914 | $ 807,912 | |||
Contract revenue [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | 3 Customers [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk, percentage | 81.00% | 72.00% | |||
Development Revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | $ 3,674,603 | $ 1,119,278 | $ 878,665 | ||
Covestro - Cooperation Framework [Member] | Cooperation Framework Agreement CFA [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Deferred revenue | $ 987,577 | € 800,000 | |||
[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 21 for outstanding contracts. |
Deferred Revenue - Summary of D
Deferred Revenue - Summary of Deferred Revenue (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 06, 2020 | Mar. 01, 2020 |
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | $ 1,416,740 | $ 2,044,070 | ||
Less current portion | 779,732 | 1,239,927 | ||
Deferred Revenue, Noncurrent | 637,008 | 804,143 | ||
Satair A/S-Exclusive Rights [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | 717,615 | 815,310 | ||
Satair A/S-Advance Against PO [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | 490,929 | 488,847 | ||
LM Aero-MetaSOLAR Commercialization [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | 92,698 | 646,135 | ||
Breakthrough Starshot Foundation [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | 75,000 | 75,000 | $ 75,000 | $ 150,000 |
Innovate UK-R&D Tax Credit [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | 18,588 | $ 18,778 | ||
Other Deferred Revenue [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | $ 21,910 |
Deferred Revenue - Additional I
Deferred Revenue - Additional Information (Details) - USD ($) | Sep. 18, 2018 | Sep. 13, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 06, 2020 | Mar. 01, 2020 | Nov. 07, 2018 | Jul. 20, 2018 | Apr. 26, 2017 |
Deferred Revenue Arrangement [Line Items] | ||||||||||
Deferred revenue | $ 1,416,740 | $ 2,044,070 | ||||||||
Satair A S Exclusive Rights [Member] | ||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||
Deferred revenue | 717,615 | 815,310 | ||||||||
Distribution agreement term | 10 years | |||||||||
Development revenue | $ 1,000,000 | 102,269 | $ 98,292 | |||||||
Development period | 8 years | |||||||||
Repayment of revenue on contract termination | $ 0 | |||||||||
Purchase order | $ 2,000,000 | |||||||||
Partial advance received | $ 500,000 | |||||||||
Satair A S Exclusive Rights [Member] | RBC [Member] | Letter of Credit [Member] | ||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||
Line of credit facility | 0 | |||||||||
LM Aero Meta SOLAR Commercialization [Member] | ||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||
Deferred revenue | 92,698 | 646,135 | ||||||||
Development revenue | 562,531 | 526,109 | ||||||||
Purchase order | $ 4,150,000 | |||||||||
Breakthrough Starshot Foundation [Member] | ||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||
Deferred revenue | $ 75,000 | $ 75,000 | $ 75,000 | $ 150,000 |
Deferred Government Assistanc_2
Deferred Government Assistance - Schedule of Grants Receivable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Grants receivable | $ 175,780 | $ 327,868 |
ACOA-PBS [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Grants receivable | 8,069 | 11,960 |
Co-Op Wage Subsidy [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Grants receivable | 7,318 | 31,400 |
Canada Emergency Wage Subsidy [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Grants receivable | 122,940 | 233,446 |
Innovate UK - Diabet [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Grants receivable | 13,790 | $ 51,062 |
NSBI Export Development Program [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Grants receivable | $ 23,663 |
Deferred Government Assistanc_3
Deferred Government Assistance - Additional Information (Details) - USD ($) | Dec. 15, 2021 | Mar. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 21, 2018 | May 15, 2018 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Grants receivable | $ 175,780 | $ 327,868 | |||||
Deferred government assistance income recognized | 161,990 | 639,505 | $ 192,574 | ||||
Canada Emergency Wage Subsidy [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Grants receivable | 122,940 | 233,446 | |||||
Government assistance recognized | 443,494 | ||||||
Proceeds from government assistance | 321,547 | ||||||
ACOA-PBS [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Non-repayable contribution | $ 37,679 | ||||||
Grants receivable | 8,069 | 11,960 | |||||
ACOP - Business Development Program [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Non-repayable contribution | $ 37,679 | ||||||
Innovate UK - Diabet [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Grants received amount | 132,288 | 139,940 | |||||
Grants receivable | 13,790 | 51,062 | |||||
Government assistance recognized | 110,125 | 130,734 | |||||
NSBI Export Development Program [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Grants receivable | 23,663 | ||||||
Grants receivable recognized | $ 23,663 | ||||||
SDTC [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Government assistance contribution amount | $ 4,189,966 | ||||||
Percentage of additional contribution received | 5.00% | ||||||
Additional contribution received | 223,409 | 211,868 | |||||
Deferred government assistance income recognized | $ 161,990 | $ 639,505 |
Deferred Government Assistanc_4
Deferred Government Assistance - Schedule of Deferred Government Assistance (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Carrying amount | $ 849,650 | $ 810,979 |
Less: Current portion | 846,612 | 779,578 |
Deferred government assistance non-current | 1,696,262 | 1,590,557 |
SDTC [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Carrying amount | 846,612 | 779,579 |
Deferred Government Assistance [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Carrying amount | $ 3,038 | $ 31,400 |
Deferred Government Assistanc_5
Deferred Government Assistance - Summary of Government Assistance Recognized in Statements of Operations and Comprehensive Loss (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred Government Assistance [Abstract] | |||
SDTC | $ 161,990 | $ 639,505 | $ 192,574 |
Payroll subsidies | 741,322 | 831,148 | 690,434 |
Amortization of deferred government assistance | 145,739 | 135,654 | 135,125 |
Fair value gain on initial recognition of ACOA loans | 236,021 | 172,352 | |
Scientific Research and Experimental Development ("SR&ED") | 448,894 | ||
Other grants | 23,807 | 41,290 | |
Government assistance income recognized | $ 1,733,966 | $ 1,630,114 | $ 1,231,775 |
Interest expense, net - Summary
Interest expense, net - Summary of Interest Expense, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Banking and Thrift, Interest [Abstract] | |||
Non-cash interest accretion | $ (904,925) | $ (1,052,478) | $ (742,360) |
Interest & bank charges | (220,460) | (394,330) | (394,147) |
Interest income | 18,940 | 16,854 | 585 |
Interest expense, net | $ (1,106,445) | $ (1,429,954) | $ (1,135,922) |
Loss on financial instruments_3
Loss on financial instruments, net - Summary of Loss on Financial Instruments, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Loss on secured convertible promissory notes | $ (5,234) | $ (280,319) | |
Loss on secured convertible debentures | $ (16,957,029) | (865,280) | |
Loss on unsecured convertible debentures | (4,076,448) | (189,709) | |
Gain (Loss) on derivative instruments, net | (40,540,091) | (844,993) | $ (280,319) |
Bridge Loan [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
(Loss) Gain on unsecured convertible promissory notes | (19,163,417) | (139,610) | |
Torchlight Notes [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
(Loss) Gain on unsecured convertible promissory notes | $ (343,197) | $ 354,840 |
Other (Loss) Income, Net - Sche
Other (Loss) Income, Net - Schedule of Other (Loss) Income, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |||
O&G assets maintenance cost | $ (14,155,851) | ||
Government Assistance (note 22) | 1,733,966 | $ 1,630,114 | $ 1,231,775 |
Other income | 8,850 | 401,186 | |
Fair value gain (loss) on long-term debt | 2,278 | (106,635) | 448,437 |
Fair value gain (loss) on funding obligation (note 26) | 471,689 | (32,291) | |
Other (loss) income, net | $ (11,939,068) | $ 1,491,188 | $ 2,081,398 |
Other (Loss) Income, Net - Sc_2
Other (Loss) Income, Net - Schedule of Other (Loss) Income, Net (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Other Income and Expenses [Abstract] | |
Oil and gas properties, maintenance costs | $ 14,155,851 |
Funding Obligation - Schedule o
Funding Obligation - Schedule of Funding Obligation (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Outstanding obligation | $ 1,025,398 | $ 1,021,050 |
Fair value of interest-free component | (855,060) | (384,056) |
Principal adjusted for interest-free component | 170,338 | 636,994 |
Accumulated non-cash interest accretion | 98,638 | 139,890 |
Carrying amount | 268,976 | 776,884 |
Funding obligation | $ 268,976 | $ 776,884 |
Funding Obligation - Schedule_2
Funding Obligation - Schedule of Funding Obligation (Parenthetical) (Details) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2019CAD ($) | Jun. 30, 2019CAD ($)MilestoneTranche | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Number of funding tranches | Tranche | 2 | ||||
Number of milestones achieved | Milestone | 2 | ||||
Funds repayment commencement period from date of receipt | 3 years | ||||
Percentage of sales revenue used for repayment of funds | 10.00% | ||||
Proceeds from funding obligation upon achievement of first milestone | $ 325,000 | ||||
Proceeds from funding obligation upon achievement of second milestone | $ 975,000 | ||||
Funding obligation, fair value measurement, effective interest rate | 19.17% | 15.00% | |||
Funding obligation, other income (loss) | $ 471,689 | $ (32,291) | |||
Other Income | $ 401,186 | ||||
Gain (loss) on funding obligation | $ 471,004 |
Leases - Additional Information
Leases - Additional Information (Details) | Nov. 01, 2021 | Oct. 05, 2021USD ($)ft² | Sep. 17, 2021USD ($)ft² | Sep. 16, 2021ft² | Jun. 09, 2021CAD ($)ft²$ / sharesshares | Jun. 03, 2021ft² | Mar. 01, 2021USD ($)ft² | Mar. 01, 2021CHF (SFr) | Oct. 20, 2020USD ($)ft² | Sep. 30, 2021CAD ($) | Aug. 31, 2021USD ($) | Aug. 31, 2021CHF (SFr) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Nov. 01, 2021USD ($) | Nov. 01, 2021ft² | Nov. 01, 2021m² | Nov. 01, 2021EUR (€) | Mar. 01, 2021CHF (SFr)ft² | Jan. 01, 2021ft² | Oct. 20, 2020GBP (£)ft² | Aug. 31, 2020CAD ($) | Jul. 01, 2020ft² |
Rent expenses | $ 546,197 | $ 224,210 | $ 201,242 | |||||||||||||||||||||
Operating lease liability | 4,370,635 | $ 270,581 | ||||||||||||||||||||||
Nova Scotia, Canada [Member] | ||||||||||||||||||||||||
Lease, term of contract | 10 years | |||||||||||||||||||||||
Land under lease | ft² | 53,000 | 8,792 | ||||||||||||||||||||||
Operating lease, right-of-use asset | $ 1,021,499 | |||||||||||||||||||||||
California, United States [Member] | ||||||||||||||||||||||||
Land under lease | ft² | 19,506 | |||||||||||||||||||||||
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 | Aug. 31, 2024 | ||||||||||||||||||||||
Athens, Greece [Member] | ||||||||||||||||||||||||
Lease, term of contract | 10 years | |||||||||||||||||||||||
Land under lease | 15,457 | 1,436 | ||||||||||||||||||||||
Operating lease, right-of-use asset | $ 1,019,795 | € 898,419 | ||||||||||||||||||||||
Operating lease liability | 1,019,795 | 898,419 | ||||||||||||||||||||||
Lease commencement date | Nov. 1, 2021 | |||||||||||||||||||||||
Prepaid lease payments | $ 35,188 | € 31,000 | ||||||||||||||||||||||
British Columbia, Canada [Member] | ||||||||||||||||||||||||
Land under lease | ft² | 7,860 | |||||||||||||||||||||||
Operating lease, right-of-use asset | $ 607,354 | |||||||||||||||||||||||
Operating lease liability | $ 607,354 | |||||||||||||||||||||||
Lease expiry date | Apr. 30, 2025 | |||||||||||||||||||||||
London, United Kingdom [Member] | ||||||||||||||||||||||||
Lease, term of contract | 2 years | 2 years | ||||||||||||||||||||||
Land under lease | ft² | 742 | 742 | ||||||||||||||||||||||
Operating lease, right-of-use asset | $ 62,543 | £ 46,284 | ||||||||||||||||||||||
Operating lease liability | $ 62,543 | £ 46,284 | ||||||||||||||||||||||
Lease commencement date | Oct. 20, 2020 | |||||||||||||||||||||||
Steinhausen, Switzerland [Member] | ||||||||||||||||||||||||
Lease, term of contract | 1 year 4 months | 1 year 4 months | ||||||||||||||||||||||
Land under lease | ft² | 1,335 | 1,335 | ||||||||||||||||||||||
Rent expenses | $ 1,756 | SFr 1,602 | $ 1,019 | SFr 930 | ||||||||||||||||||||
Operating lease, right-of-use asset | 25,009 | SFr 22,815 | ||||||||||||||||||||||
Operating lease liability | $ 25,009 | SFr 22,815 | ||||||||||||||||||||||
Lease commencement date | Mar. 1, 2021 | Mar. 1, 2021 | ||||||||||||||||||||||
Leasehold improvements [Member] | Nova Scotia, Canada [Member] | ||||||||||||||||||||||||
Property subject to or available for lease | $ 500,000 | |||||||||||||||||||||||
Lease Amendment [Member] | Nova Scotia, Canada [Member] | ||||||||||||||||||||||||
Lease, term of contract | 10 years | |||||||||||||||||||||||
Lease Amendment [Member] | Expanded Area [Member] | Nova Scotia, Canada [Member] | ||||||||||||||||||||||||
Land under lease | ft² | 15,000 | |||||||||||||||||||||||
Cash Received To Fund Ongoing Tenant Improvements [Member] | Nova Scotia, Canada [Member] | ||||||||||||||||||||||||
Operating lease liability | $ 500,000 | |||||||||||||||||||||||
Stock Issued In Exchange For Tenant Improvements Received [Member] | Nova Scotia, Canada [Member] | ||||||||||||||||||||||||
Stock issued during period, shares | shares | 993,490 | |||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 3.40 | |||||||||||||||||||||||
Monthly Payment [Member] | Nova Scotia, Canada [Member] | ||||||||||||||||||||||||
Rent expenses | $ 28,708 | |||||||||||||||||||||||
Monthly Payment [Member] | Maximum [Member] | British Columbia, Canada [Member] | ||||||||||||||||||||||||
Remaining lease term | 3 years | |||||||||||||||||||||||
Monthly Payment [Member] | Minimum [Member] | British Columbia, Canada [Member] | ||||||||||||||||||||||||
Remaining lease term | 7 months | |||||||||||||||||||||||
Monthly Payment [Member] | Payment For Proportionate Share Of Operating Costs And Property Taxes [Member] | Nova Scotia, Canada [Member] | ||||||||||||||||||||||||
Rent expenses | $ 24,910 | |||||||||||||||||||||||
Boxer Property Management Corp [Member] | Massachusetts, United States [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 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Expense (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lease, Cost [Abstract] | |||
Operating lease expense | $ 546,197 | $ 224,210 | $ 201,242 |
Short term lease expense | 229,475 | 104,470 | 126,421 |
Variable and other lease expense | 92,862 | 40,006 | 31,408 |
Total | $ 868,534 | $ 368,686 | $ 359,071 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Payments Under Non-cancelable Operating Lease Obligations (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2022 | $ 1,028,314 | |
2023 | 1,176,935 | |
2024 | 1,180,745 | |
2025 | 1,098,049 | |
Thereafter | 3,965,777 | |
Total minimum lease payments | 8,449,820 | |
Less: interest | (4,079,185) | |
Present value of net minimum lease payments | 4,370,635 | $ 270,581 |
Less: current portion of lease liabilities | (663,861) | (150,802) |
Total long-term lease liabilities | $ 3,706,774 | $ 119,779 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted Average Remaining Lease Term | 5 years | 2 years |
Weighted Average Discount Rate | 17.85% | 15.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Mar. 18, 2021USD ($) | Apr. 30, 2020USD ($) | Jan. 31, 2020USD ($) | Dec. 31, 2021USD ($)Patent | Dec. 31, 2021EUR (€)Patent | Dec. 31, 2021EUR (€) | Jan. 29, 2021CAD ($) | Jan. 29, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 31, 2018USD ($) |
Contractual obligation | $ 268,976 | $ 776,884 | ||||||||
Nanotech [Member] | ||||||||||
Contractual obligation | 338,960 | |||||||||
Royalties | $ 0 | |||||||||
Number of patents | Patent | 6 | 6 | ||||||||
2022 | $ 292,125 | |||||||||
2023 | 43,730 | |||||||||
2024 | $ 3,105 | |||||||||
Revenue from Specific Customer [Member] | Nanotech [Member] | ||||||||||
Number of years revenue shared | 2 years | 2 years | ||||||||
Percentage share of revenue related to patents | 10.00% | 10.00% | ||||||||
Other Revenue [Member] | Nanotech [Member] | ||||||||||
Number of years revenue shared | 5 years | 5 years | ||||||||
Other Revenue [Member] | Minimum [Member] | Nanotech [Member] | ||||||||||
Percentage share of revenue related to patents | 3.00% | 3.00% | ||||||||
Other Revenue [Member] | Maximum [Member] | Nanotech [Member] | ||||||||||
Percentage share of revenue related to patents | 6.00% | 6.00% | ||||||||
Cooperation Framework Agreement CFA [Member] | Letter of Credit [Member] | ||||||||||
Line of credit facility | € | € 600,000 | |||||||||
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 | 462,563 | € 300,000 | ||||||||
Cash transferred from restricted cash to cash and cash equivalents | $ 462,563 | € 300,000 | ||||||||
Simon Fraser University [Member] | Nanotech [Member] | ||||||||||
Sales royalty | 3.00% | 3.00% | ||||||||
Royalties | $ 0 | |||||||||
Prepaid royalties | 197,016 | |||||||||
Goldstone Holding Company, LLC [Member] | ||||||||||
Monetary relief, sought value | $ 1,000,000 | |||||||||
Datalog LWT, Inc. d/b/a Cordax Evaluation Technologies [Member] | ||||||||||
Monetary relief, sought value | $ 104,500.01 | |||||||||
Datalog LWT, Inc. d/b/a Cordax Evaluation Technologies [Member] | Tool Failure during Drilling Activities [Member] | ||||||||||
Estimated recovery amount on the costs incurred of tool failure | $ 1,400,000 | |||||||||
Cordax Evaluation Technologies [Member] | Breach of Contract [Member] | ||||||||||
Monetary relief, sought value | $ 104,500 | |||||||||
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, 2022 | Oct. 5, 2022 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - shares | Jan. 01, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||
Exercise of stock options, Shares | 4,486,965 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Exercise of stock options, Shares | 82,753 | |
Exercise of warrants, Shares | 156,728 |