Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 09, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Meta Materials Inc. | |
Entity Central Index Key | 0001431959 | |
Entity File Number | 001-36247 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Tax Identification Number | 74-3237581 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 1 Research Drive | |
Entity Address, City or Town | Dartmouth | |
Entity Address, State or Province | NS | |
Entity Address, Postal Zip Code | B2Y 4M9 | |
City Area Code | 902 | |
Local Phone Number | 482-5729 | |
Entity Common Stock, Shares Outstanding | 296,614,994 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | MMAT | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 29,749,773 | $ 46,645,704 | |
Restricted Cash | 478,897 | 788,768 | |
Short-term investments | 2,875,638 | ||
Grants receivable | 29,150 | 175,780 | |
Accounts receivable | 2,514,443 | 1,665,700 | |
Inventory | 366,959 | 265,718 | |
Prepaid expenses and other current assets | 3,843,663 | 3,451,367 | |
Assets held for sale | 72,000,000 | 75,500,000 | |
Due from related parties | 10,314 | 10,657 | |
Total current assets | 108,993,199 | 131,379,332 | |
Intangible assets, net | 28,306,272 | 28,971,824 | |
Property, plant and equipment, net | 29,977,784 | 27,018,114 | |
Operating lease right-of-use assets | 6,230,735 | 6,278,547 | |
Goodwill | 240,769,981 | 240,376,634 | |
Total assets | 414,277,971 | 434,024,451 | |
Current liabilities | |||
Trade and other payables | 9,944,822 | 13,335,470 | |
Current portion of long-term debt | 363,654 | 491,278 | |
Current portion of deferred revenues | 695,160 | 779,732 | |
Current portion of deferred government assistance | 858,942 | 846,612 | |
Preferred stock liability | 72,000,000 | 75,500,000 | |
Current portion of operating lease liabilities | 782,901 | 663,861 | |
Asset retirement obligations | 21,937 | 21,937 | |
Total current liabilities | 84,667,416 | 91,638,890 | |
Deferred revenues | 660,297 | 637,008 | |
Deferred government assistance | 3,038 | ||
Deferred tax liability | 329,205 | 324,479 | |
Long-term operating lease liabilities | 3,676,258 | 3,706,774 | |
Funding obligation | 286,182 | 268,976 | |
Long-term debt | 2,920,931 | 2,737,171 | |
Total liabilities | 92,540,289 | 99,316,336 | |
Stockholders' equity | |||
Common stock - $0.001 par value; 1,000,000,000 shares authorized, 286,927,265 shares issued and outstanding at March 31, 2022, and $0.001 par value; unlimited shares authorized, 284,573,316 shares issued and outstanding at December 31, 2021 | 265,106 | 262,751 | |
Additional paid-in capital | 467,692,775 | 463,136,404 | |
Accumulated other comprehensive income (loss) | 608,446 | (296,936) | |
Accumulated deficit | (146,828,645) | (128,394,104) | |
Total stockholders' equity | [1] | 321,737,682 | 334,708,115 |
Total liabilities and stockholders' equity | $ 414,277,971 | $ 434,024,451 | |
[1] | Retroactively restated from the earliest period presented for the Torchlight RTO (“Reverse acquisition”) as described in Note 3 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Mar. 31, 2022 | |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 1,000,000,000 | |
Common Stock, Shares Authorized | Unlimited | |
Common Stock, Shares, Issued | 284,573,316 | 286,927,265 |
Common Stock, Shares, Outstanding | 284,573,316 | 286,927,265 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Operations And Comprehensive Loss - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Revenue: | |||
Total Revenue | $ 2,974,695 | $ 596,303 | |
Cost of goods sold | 778,712 | 400 | |
Gross Profit | 2,195,983 | 595,903 | |
Operating Expenses: | |||
Selling & Marketing | 1,035,986 | 396,594 | |
General & Administrative | 14,597,913 | 2,592,885 | |
Research & Development | 3,971,139 | 1,779,256 | |
Total operating expenses | 19,605,038 | 4,768,735 | |
Loss from operations | (17,409,055) | (4,172,832) | |
Interest expense, net | (164,434) | (450,908) | |
Gain (Loss) on foreign exchange, net | 148,391 | (166,444) | |
Loss on financial instruments, net | (40,004,921) | ||
Other (loss) income, net | (1,009,443) | 591,907 | |
Total other expense, net | (1,025,486) | (40,030,366) | |
Loss before income taxes | (18,434,541) | (44,203,198) | |
Income tax recovery | 44,679 | ||
Net loss | [1] | (18,434,541) | (44,158,519) |
Other Comprehensive Income net of tax | |||
Foreign currency translation gain | 905,382 | 21,128 | |
Fair value gain on changes of own credit risk | 671,600 | ||
Total Other Comprehensive Income | [1] | 905,382 | 692,728 |
Comprehensive loss | $ (17,529,159) | $ (43,465,791) | |
Basic and diluted loss per share | [2] | $ (0.06) | $ (0.26) |
Weighted average number of shares outstanding - basic and diluted | [2] | 285,224,469 | 168,864,762 |
Product sales [Member] | |||
Revenue: | |||
Total Revenue | $ 168,127 | $ 22,047 | |
Development revenue [Member] | |||
Revenue: | |||
Total Revenue | $ 2,806,568 | $ 574,256 | |
[1] | Retroactively restated from the earliest period presented for the Torchlight RTO (“Reverse acquisition”) as described in Note 3 | ||
[2] | Retroactively restated for the three months ended March 31, 2021 for the Torchlight RTO (“Reverse Acquisition”) as described in Note 3 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Changes in Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (loss) [Member] | Accumulated Deficit [Member] | ||
Beginning balance at Dec. 31, 2020 | [1] | $ (8,897,403) | $ 132,347 | $ 29,022,977 | $ (655,884) | $ (37,396,843) | |
Beginning balance, shares at Dec. 31, 2020 | [1] | 154,163,975 | |||||
Net loss | [1] | (44,158,519) | (44,158,519) | ||||
Other comprehensive income | [1] | 692,728 | 692,728 | ||||
Conversion of promissory notes | [1] | 23,656,365 | $ 20,391 | 23,635,974 | |||
Conversion of promissory notes, Shares | [1] | 20,391,239 | |||||
Conversion of secured debentures | [1] | 22,118,782 | $ 14,156 | 22,104,626 | |||
Conversion of secured debentures, Shares | [1] | 14,155,831 | |||||
Conversion of unsecured debentures | [1] | 5,769,475 | $ 5,105 | 5,764,370 | |||
Conversion of unsecured debentures, Shares | [1] | 5,105,338 | |||||
Conversion of long-term debt | [1] | 221,843 | $ 125 | 221,718 | |||
Conversion of long-term debt, Shares | [1] | 124,716 | |||||
Conversion of payable to related party | [1] | 225,986 | $ 151 | 225,835 | |||
Conversion of payable to related party, Shares | [1] | 150,522 | |||||
Exercise of stock options | [1] | 48,629 | $ 179 | 48,450 | |||
Exercise of stock options, Shares | [1] | 178,720 | |||||
Exercise of warrants | [1] | 31,584 | $ 82 | 31,502 | |||
Exercise of warrants, Shares | [1] | 82,097 | |||||
Exercise of broker warrants | [1] | 16,255 | $ 61 | 16,194 | |||
Exercise of broker warrants, Shares | [1] | 61,331 | |||||
Stock-based compensation | [1] | 497,775 | $ 286 | 497,489 | |||
Stock-based compensation, Shares | [1] | 286,292 | |||||
Ending balance at Mar. 31, 2021 | [1] | 223,500 | $ 172,883 | 81,569,135 | 36,844 | (81,555,362) | |
Ending balance, shares at Mar. 31, 2021 | [1] | 194,700,061 | |||||
Beginning balance at Dec. 31, 2021 | [1] | 334,708,115 | $ 262,751 | 463,136,404 | (296,936) | (128,394,104) | |
Beginning balance, shares at Dec. 31, 2021 | [1] | 284,573,316 | |||||
Net loss | [1] | (18,434,541) | (18,434,541) | ||||
Other comprehensive income | [1] | 905,382 | 905,382 | ||||
Exercise of stock options | [1] | $ 197,167 | $ 730 | 196,437 | |||
Exercise of stock options, Shares | 730,249 | 730,249 | [1] | ||||
Exercise of warrants | [1] | $ 169,575 | $ 1,625 | 167,950 | |||
Exercise of warrants, Shares | [1] | 1,623,700 | |||||
Stock-based compensation | [1] | 4,191,984 | 4,191,984 | ||||
Ending balance at Mar. 31, 2022 | [1] | $ 321,737,682 | $ 265,106 | $ 467,692,775 | $ 608,446 | $ (146,828,645) | |
Ending balance, shares at Mar. 31, 2022 | [1] | 286,927,265 | |||||
[1] | Retroactively restated from the earliest period presented for the Torchlight RTO (“Reverse acquisition”) as described in Note 3 |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Cash Flows - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Cash flows from operating activities: | |||
Net loss | [1] | $ (18,434,541) | $ (44,158,519) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Non-cash finance income | (12,920) | ||
Non-cash interest expense | 126,714 | 358,562 | |
Non- cash lease expense | 240,548 | 73,383 | |
Deferred income tax | (44,679) | ||
Depreciation and amortization | 1,672,969 | 590,201 | |
Unrealized foreign currency exchange (gain) loss | (140,902) | 31,339 | |
Loss on financial instruments, net | 40,004,921 | ||
Change in deferred revenue | (79,146) | 565,801 | |
Non-cash government assistance | (3,047) | (348,650) | |
Loss on debt settlement | 19,253 | ||
Stock-based compensation | 3,995,442 | 426,794 | |
Non-cash consulting expense | 196,541 | ||
Changes in operating assets and liabilities | (6,306,857) | 88,119 | |
Net cash used in operating activities | (18,745,199) | (2,393,475) | |
Cash flows from investing activities: | |||
Purchases of intangible assets | (128,209) | ||
Purchases of property, plant and equipment | (1,746,936) | (1,477,329) | |
Proceeds from short-term investments | 2,884,999 | ||
Net cash provided by (used in) investing activities | 1,138,063 | (1,605,538) | |
Cash flows from financing activities | |||
Proceeds from long-term debt | 1,096,262 | ||
Repayments of long-term debt | (91,641) | (12,098) | |
Proceeds from government grants | 223,384 | ||
Proceeds from unsecured promissory notes | 13,963,386 | ||
Proceeds from stock option exercises | 197,167 | 48,629 | |
Proceeds from warrants exercises | 169,575 | 47,839 | |
Net cash provided by financing activities | 275,101 | 15,367,402 | |
Net (decrease) increase in cash, cash equivalents and restricted cash | (17,332,035) | 11,368,389 | |
Cash, cash equivalents and restricted cash at beginning of the period | 47,434,472 | 1,395,683 | |
Effects of exchange rate changes on cash, cash equivalents and restricted cash | 126,233 | 108,578 | |
Cash, cash equivalents and restricted cash at end of the period | 30,228,670 | 12,872,650 | |
Supplemental cash flow information | |||
Accrued purchases of property, equipment, and patents | 1,772,821 | 127,456 | |
Right-of-use assets obtained in exchange for lease liabilities | $ 146,822 | 1,300,573 | |
Settlement of liabilities in common stock | 52,063,431 | ||
Interest paid on debt | $ 64,528 | ||
[1] | Retroactively restated from the earliest period presented for the Torchlight RTO (“Reverse acquisition”) as described in Note 3 |
Corporate Information
Corporate Information | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Corporate Information | 1. Corporate information Meta Materials Inc. (also referred to herein as the “Company”, “META”, “we”, “us”, “our”, or “Resulting Issuer”) is a smart materials and photonics company specializing in metamaterial research and products, nanofabrication, and computational electromagnetics. Our registered office is located at 85 Swanson Road, Boxborough, Massachusetts 01719 and our principal executive office is located at 1 Research Drive, Halifax, Nova Scotia, Canada. On December 14, 2020 , we (formerly known as “Torchlight Energy Resources, Inc.” or “Torchlight”) and our 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, we implemented a reverse stock split. On June 28, 2021, following the satisfaction of the closing conditions set forth in the Arrangement Agreement, the Arrangement was completed, and we changed our name from “Torchlight Energy Resources, Inc.” to “Meta Materials Inc.” and changed our trading symbol from “TRCH” to “MMAT”. On June 28, 2021, and pursuant to the completion of the Arrangement Agreement, we began trading on the NASDAQ under the symbol “MMAT” while MMI common stock was delisted from the Canadian Securities Exchange (“CSE”) and at the same time, Metamaterial Exchangeco Inc., a wholly-owned subsidiary of META, started trading under the symbol “MMAX” on the CSE. Certain previous shareholders of MMI elected to convert their common stock of MMI into exchangeable shares in Metamaterial Exchangeco Inc. These exchangeable shares, which can be converted into common stock of META at the option of the holder, are similar in substance to common shares of META and have been included in the determination of outstanding common shares of META. For accounting purposes, the legal subsidiary, MMI, has been treated as the accounting acquirer and the Company, the legal parent, has been treated as the accounting acquiree. The transaction has been accounted for as a reverse acquisition in accordance with ASC 805 Business Combinations . Accordingly, these condensed consolidated interim financial statements are a continuation of MMI consolidated financial statements prior to June 28, 2021 and exclude the balance sheets, statements of operations and comprehensive loss, 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 | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant accounting policies Basis of presentation — These unaudited condensed consolidated interim financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Our fiscal year-end is December 31. The condensed consolidated interim financial statements include the accounts of Meta Materials Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated on consolidation. These unaudited condensed consolidated interim financial statements do not include all of the information and notes required by US GAAP for annual financial statements. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with our audited consolidated financial statements and notes for the years ended December 31, 2021, 2020 and 2019, filed with the Securities and Exchange Commission (“SEC”) on Form 10-K/A . Recently Adopted Accounting Pronouncements: We currently have no material recently adopted accounting pronouncements. Recently Issued Accounting Pronouncements: We currently have no material recent accounting pronouncements yet to be adopted. |
Acquisitions and Preferred Stoc
Acquisitions and Preferred Stock Liability | 3 Months Ended |
Mar. 31, 2022 | |
Acquisitions and Preferred Stock Liability [Abstract] | |
Acquisitions and Preferred Stock Liability | 3. Acquisitions and preferred stock liability Torchlight RTO On June 28, 2021, We and our subsidiaries, Canco and Callco, completed an arrangement agreement where we acquired all of the outstanding common stock of MMI and the former shareholders of MMI acquired approximately 70 % of our Common Stock. Accordingly, the former shareholders of MMI, as a group, retained control of the Company, and while the Company was the legal acquirer of MMI, MMI was deemed to be the acquirer for accounting purposes. Pursuant to ASC 805 Business Combinations , the transaction was accounted for as a reverse acquisition. Consideration transferred was measured to be $ 358 million and the difference between the consideration transferred and fair value of net assets resulted in the recognition of goodwill of $ 213 million. Nanotech acquisition On October 5, 2021 , a wholly-owned subsidiary of the Company purchased 100 % of the common stock of Nanotech Security Corp. ("Nanotech") 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. The consideration paid to the shareholders under the agreement resulted in a total purchase price of $ 72.1 million (CA$ 90.8 million) and the difference between the consideration paid and fair value of net assets resulted in the recognition of goodwill of $ 27 million. Other considerations As of and for the period ended March 31, 2022, no changes have been made to the provisional purchase price allocations of the Torchlight RTO and the Nanotech acquisition, as disclosed in the audited consolidated financial statements and notes for the years ended December 31, 2021 and 2020 contained in form 10K/A filed with the Securities and Exchange Commission on May 2, 2022. We believe that information gathered to date provides a reasonable basis for estimating the fair value of assets acquired and liabilities assumed, however we are 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 are subject to change. We expect to complete the purchase price allocations as soon as practicable but no later than one year from the acquisition dates. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related party transactions | 4. Related party transactions As of March 31, 2022 and December 31, 2021, receivables due from a related party (Lamda Guard Technologies Ltd, or “LGTL”) were $ 10,314 and $ 10,657 , respectively. |
Assets Held for Sale
Assets Held for Sale | 3 Months Ended |
Mar. 31, 2022 | |
Assets Held for Sales Disclosure [Abstract] | |
Assets Held for Sale | 5. Assets held for sale As of March 31, 2022 and December 31, 2021, assets held for sale represent the acquired oil and natural gas properties from the Torchlight RTO. Orogrande Project, West Texas Our outstanding drilling obligation 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. During the three months ended March 31, 2022, we have incurred an additional $ 1.1 million in cost to ensure that compliance with the relevant leases was maintained. The Orogrande Project ownership as of March 31, 2022 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 As part of our review of the fair value of the Hazel Project property as at March 31, 2022, we obtained a new engineering reserve report prepared by PeTech Enterprises, Inc. ("PeTech"), a third-party Reserve Engineer. The calculations were prepared using standard geological and engineering methods generally accepted by the petroleum industry and in accordance with SEC financial accounting and reporting standards. Total reserve estimates made in the new engineering reserve report were lower than those previously made and used in the valuation for the Hazel Project property as of December 31, 2021. This resulted in $ 3.5 million decrease in the fair value of the preferred share liability, and a corresponding impairment for the same amount to Assets Held for Sale, such that the fair value of the Hazel Project property as of March 31, 2022 is $ nil . |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | 6. Inventory Inventory consists of photosensitive materials, lenses, laser protection film and finished eyewear, and is comprised of the following: March 31, December 31, Raw materials $ 291,191 $ 196,868 Supplies 17,349 8,886 Work in process 40,804 30,636 Finished goods 17,615 29,328 Total inventory $ 366,959 $ 265,718 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | 7. Property, plant and equipment, net Property, plant and equipment consist of the following: Useful life As of (years) March 31, December 31, Land N/A $ 476,152 $ 469,317 Building 25 5,545,952 5,509,403 Computer equipment 3 - 5 295,481 262,320 Computer software 1 281,667 277,717 Manufacturing equipment 2 - 5 22,603,569 17,762,405 Office furniture 5 - 7 584,447 525,961 Enterprise Resource Planning software 5 214,224 211,149 Leasehold Improvements 5 1,346,287 236,251 Assets under construction N/A 6,545,468 8,872,695 37,893,247 34,127,218 Accumulated depreciation and impairment ( 7,915,463 ) ( 7,109,104 ) $ 29,977,784 $ 27,018,114 Depreciation expense was $ 754,957 and $ 361,773 for the three months ended March 31, 2022, and March 31, 2021, respectively. Property, plant and equipment is pledged as security under a General Security Agreement (a “GSA”) signed in favor of the Royal Bank of Canada (“RBC”) on July 14, 2014, which is related to our corporate bank account and credit card and includes all property, plant and equipment and intangible assets. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term debt | 8. Long-term debt March 31, December 31, ACOA Business Development Program (“BDP”) 2012 interest-free loan1 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 March 31, 2022, the amount drawn down on the loan, net of repayments, is CA$ 89,286 (December 31, 2021 - CA$ 107,143 ). $ 68,497 $ 80,390 ACOA Atlantic Innovation Fund (“AIF”) 2015 interest-free loan 1,2 with a maximum contribution of CA$ 3,000,000 . Annual repayments, commencing June 1, 2021 , are calculated as a percentage of gross revenue for the preceding fiscal year, at Nil when gross revenues are less than CA$ 1,000,000 , 5 % when gross revenues are less than CA$ 10,000,000 and greater than CA$ 1,000,000 , and CA$ 500,000 plus 1 % of gross revenues when gross revenues are greater than CA$ 10,000,000 . As at March 31, 2022, the amount drawn down on the loan is CA$ 2,924,615 (December 31, 2021 - CA$ 2,924,615 ). 1,728,368 1,666,764 ACOA BDP 2018 interest-free loan 1,3 with a maximum contribution of CA$ 3,000,000 , repayable in monthly repayments commencing June 1, 2021 of CA$ 31,250 until May 1, 2029 . As at March 31, 2022, the amount drawn down on the loan, net of repayments, is CA$ 2,687,500 (December 31, 2021 - CA$ 2,781,250 ). 1,313,195 1,319,130 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 March 31, 2022, the amount drawn down on the loan, net of repayments, is CA$ 86,111 (December 31, 2021 - CA$ 90,278 ). 41,466 42,011 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 March 31, 2022, the amount drawn down on the loan is CA$ 390,000 (December 31, 2021 - CA$ 390,000 ). 133,059 120,154 3,284,585 3,228,449 Less: current portion 363,654 491,278 $ 2,920,931 $ 2,737,171 1 We were 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 being recorded as deferred government assistance, which is being amortized over the useful life of the associated equipment. We recorded the amortization expense for the three months ended March 31, 2022 of $ 3,047 (three months ended March 31, 2021—$ 36,020 ) as government assistance in the condensed consolidated interim statements of operations and comprehensive loss. As of March 31, 2022, the portion recorded as deferred government assistance is amortized in full. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | 9. Capital stock Common stock Authorized: 1,000,000,000 common shares, $ 0.001 par value. All references to numbers of common shares and amounts in the condensed consolidated interim statements of changes in stockholder’s equity and in the notes to the condensed consolidated interim financial statements have been retroactively restated to reflect as if the Torchlight RTO had taken place as of the beginning of the earliest period presented. • The numbers of common shares issued pre-Torchlight RTO have been multiplied by the 1.845 Torchlight conversion ratio. • The amounts of common shares issued pre-Torchlight 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 three months ended March 31, 2022, 1,988,617 warrants and were exercised to purchase 1,623,700 common shares where most warrant holders elected cashless exercise and consequently, the difference of 364,917 shares was withheld to cover the exercise cost. During the three months ended March 31, 2022, 730,249 stock options were exercised to purchase an equal number of common shares. Warrants The following table summarizes the changes in our warrants: Three months ended March 31, Number of warrants (#) Amount Outstanding, December 31, 2021 5,264,959 $ 6,957,974 Exercised ( 1,988,617 ) ( 251,915 ) Expired ( 692,462 ) ( 101,156 ) Outstanding, March 31, 2022 2,583,880 $ 6,604,903 Broker warrants The following table summarizes the changes in our broker warrants: Three months ended March 31, Number of warrants (#) Amount Outstanding, December 31, 2021 13,887 $ 1,826 Expired ( 13,887 ) ( 1,826 ) Outstanding, March 31, 2022 — $ — |
Share-Based Payments
Share-Based Payments | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-based payments | 10. Stock-based payments On December 3, 2021, our shareholders 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 On March 28, 2013, we implemented a Deferred Stock Unit (DSU) Plan for our directors, employees and officers. Directors, employees and officers are granted DSUs with immediate vesting as a form of compensation. Each unit is convertible at the option of the holder into one common share. 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. As of March 31, 2022, there were 3,647,026 outstanding DSUs. There were no new DSUs issued, no DSUs exercised and no DSUs expired during the three months ended March 31, 2022. RSU Plan Each unit is convertible at the option of the holder into one common share of our shares upon meeting the vesting conditions. Total stock-based compensation expense related to RSUs included in the condensed consolidated interim statements of operations was as follows: Three months ended March 31, 2022 Cost of sales $ 50,653 Selling & marketing 15,493 General & administrative 120,165 Research & development 97,211 $ 283,522 The following table summarizes the change in outstanding RSUs: Number of Weighted Outstanding, December 31, 2021 300,000 $ 6.43 Granted 3,832,278 1.71 Outstanding, March 31, 2022 4,132,278 $ 2.05 X Vested, March 31, 2022 300,000 $ 6.43 Employee Stock Option Plan Each stock option is convertible at the option of the holder into one common share upon payment of exercise price. Total stock-based compensation expense related to stock options included in the condensed consolidated interim statements of operations was as follows: Three months ended March 31, 2022 2021 Selling & marketing $ 4,393 $ 11,269 General & administrative 3,283,469 243,890 Research & development 424,058 171,635 $ 3,711,920 $ 426,794 The following table summarizes the change in our outstanding stock options: Number of Weighted Weighted Aggregate intrinsic Outstanding, December 31, 2021 21,404,641 $ 0.36 $ 7.34 $ 56,924,556 Granted 6,839,449 2.02 Forfeited ( 8,732 ) 0.27 Exercised ( 730,249 ) 0.27 Outstanding, March 31, 2022 27,505,109 $ 0.78 $ 5.34 $ 27,675,251 X Exercisable, March 31, 2022 19,407,982 $ 0.73 $ 7.31 $ 21,320,991 Below is a summary of the outstanding options as of March 31, 2022 and December 31, 2021: March 31, December 31, 2022 2021 Exercise price Number outstanding Number exercisable Number outstanding Number exercisable $ 0.27 18,328,548 14,034,258 19,067,529 10,893,918 0.12 518,112 518,113 518,112 518,112 0.15 369,000 369,000 369,000 369,000 2.00 1,075,000 1,075,000 1,075,000 1,125,000 1.00 375,000 375,000 375,000 325,000 3.47 200,000 200,000 — — 7.96 300,000 300,000 — — 1.97 1,894,111 1,894,111 — — 1.58 4,445,338 642,500 — — 27,505,109 19,407,982 21,404,641 13,231,030 The fair value of options granted was estimated at the grant date using the following weighted-average assumptions: Three months ended March 31, Grant date fair value 1.16 Weighted average expected volatility 87 % Weighted average risk-free interest rate 1.78 % Weighted average expected life of the options 5.43 years Where possible, we use the simplified method to estimate the expected term of employee stock options. We do not have adequate historical exercise data to provide a reasonable basis for estimating the expected term for the current share options granted. The simplified method assumes that employees will exercise share options evenly between the period when the share options are vested and ending on the date when the options would expire. 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 | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income taxes We estimate our annual effective income tax rate in recording our quarterly provision for income taxes in the various jurisdictions in which it operates. Statutory tax rate changes and other significant or unusual items are recognized as discrete items in the quarter in which they occur. Our effective tax rate for the three months ended March 31, 2022 differs from the statutory rates due to valuation allowance as well as different domestic and foreign statutory tax rates. Deferred tax recovery for the three months ended March 31, 2022 was $ nil (three months ended March 31, 2021 - $ 44,679 ). Three months ended March 31, 2022 2021 Deferred tax recovery $ — $ 44,679 We have not yet been able to establish profitability or other sufficient significant positive evidence, to conclude that our deferred tax assets are more likely than not to be realized. Therefore, we continue to maintain a valuation allowance against our deferred tax assets. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net loss per share | 12. Net loss per share The following table sets forth the calculation of basic and diluted net loss per share during the periods presented: Three months ended March 31, 2022 2021 Numerator: Net loss $ ( 18,434,541 ) $ ( 44,158,519 ) Denominator: Weighted-average shares, basic 285,224,469 168,864,762 Weighted-average shares, diluted 285,224,469 168,864,762 Net loss per share Basic $ ( 0.06 ) $ ( 0.26 ) Diluted $ ( 0.06 ) $ ( 0.26 ) The following potentially dilutive shares were not included in the calculation of diluted shares above as the effect would have been anti-dilutive: Three months ended March 31, 2022 2021 1 Options $ 27,505,109 $ 24,264,957 Warrants 2,583,880 3,000,844 DSUs 3,647,026 3,455,224 RSUs 4,132,278 - $ 37,868,293 $ 30,721,025 1 All references to numbers in comparative figures have been retroactively restated to reflect the number of stock of the legal parent (accounting acquiree) issuable following the reverse acquisition. The numbers of options, warrants, and DSUs issued pre-Torchlight RTO have been multiplied by 1.845 Torchlight conversion ratio. |
Additional Cash Flow Informatio
Additional Cash Flow Information | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Additional Cash Flow Information | 13. Additional cash flow information The net changes in non-cash working capital balances related to operations consist of the following: Three months ended March 31, 2022 2021 Grants receivable $ 146,950 $ 30,436 Inventory ( 96,285 ) 126,939 Other receivables ( 821,774 ) ( 66,258 ) Prepaid expenses 74,343 30,782 Other current assets ( 417,054 ) ( 13,208 ) Trade payables ( 5,062,908 ) ( 11,694 ) Due from (to) related party ( 54,051 ) ( 8,878 ) Operating lease Right-of-use Asset ( 56 ) - Operating lease liabilities ( 76,022 ) - $ ( 6,306,857 ) $ 88,119 |
Fair value measurements
Fair value measurements | 3 Months Ended |
Mar. 31, 2022 | |
Financial Instruments Disclosure [Abstract] | |
Fair value measurements | 14. Fair value measurements We use 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 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 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 Roth Capital Inc. and a subsequent engineering reserve report by Petech. 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 March 31, 2022. 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: March 31, December 31, Financial liability Carrying value Fair value Carrying value Fair value Funding obligation $ 286,182 $ 172,819 $ 268,976 $ 170,338 Operating lease liabilities 4,459,159 5,088,149 4,370,635 6,149,369 Long-term debt 3,284,585 2,201,679 3,228,449 2,303,648 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 15. Revenue We have one operating segment based on how management internally evaluates separate financial information, business activities and management responsibility. Revenue is disaggregated as follows: Three months ended March 31, 2022 2021 Product sales $ 168,127 $ 22,047 Contract revenue 1 2,706,568 408,920 Other development revenue 100,000 165,336 Development revenue 2,806,568 574,256 $ 2,974,695 $ 596,303 1 A portion of 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. Customer concentration A significant amount of our revenue is derived from contracts with major customers. For the three months ended March 31, 2022, revenue from one customer accounted for $ 2,668,144 or 90 % 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. For the three months ended March 31, 2021, we had one customer that accounted for $ 245,229 or 41 % of total revenue. |
Loss on financial instruments,
Loss on financial instruments, net | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
(Loss) Gain on financial instruments, net | 16. Loss on financial instruments, net Three months ended March 31, 2022 2021 Loss on unsecured convertible promissory notes – Bridge loan $ — $ ( 19,163,417 ) Gain on unsecured convertible promissory notes – Torchlight notes — 191,973 Loss on secured convertible debentures — ( 16,957,029 ) Loss on unsecured convertible debentures — ( 4,076,448 ) $ — $ ( 40,004,921 ) |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | 17. Leases We entered into the following lease during the three months ended March 31, 2022: Burnaby lease expansion On February 25, 2022, our subsidiary Nanotech entered into an agreement to amend its Burnaby lease ("expansion"), to expand the premises by an additional 1,994 square feet, commencing on June 1, 2022 , for a period of two years and eleven months . The agreement provides the tenant with early access to the premises at least three months prior to the commencement date to conduct leasehold improvements. We obtained access to the premises on March 25, 2022 and consequently recognized a right-of-use asset and liability for the expansion as of March 31, 2022, of $ 146,822 . Total operating lease expense included in the condensed consolidated interim statements of operations and comprehensive loss is as follows: Three months ended March 31, 2022 2021 Operating lease expense $ 426,428 $ 45,437 Short term lease expense 81,638 26,150 Variable and other lease expense 58,817 12,710 Total $ 566,883 $ 84,297 We have elected the practical expedient in ASC 842 " Leases " to not capitalize any leases with initial terms of less than twelve months on our balance sheet and include them as short-term lease expense in the condensed consolidated interim statements of operations and comprehensive loss. Future minimum payments under non-cancelable operating lease obligations were as follows as of March 31, 2022: Remainder of 2022 $ 819,471 2023 1,230,530 2024 1,235,980 2025 1,114,417 2026 961,099 Thereafter 2,987,718 Total minimum lease payments 8,349,215 Less: interest ( 3,890,056 ) Present value of net minimum lease payments 4,459,159 Less: current portion of lease liabilities ( 782,901 ) Total long-term lease liabilities $ 3,676,258 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 18. Commitments and contingencies Legal Matters On April 30, 2020, our 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 our 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. We have added the manufacturer of one of the tool components that we contend was a cause of the tool failure. It was later discovered that Datalog LWT, Inc. d/b/a Cordax Evaluation Technologies forfeited its charter to conduct business in the State of Texas by failing to timely pay its franchise taxes, and we 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. Our 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, we 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. We are 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, we 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 we produce certain documents and information related to, among other things, the merger involving Torchlight Energy Resources, Inc. and Metamaterial Inc. We are cooperating and intend to continue to cooperate with the SEC’s investigation. We can offer no assurances as to the outcome of this investigation or its potential effect, if any, on us or our 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 us, our Chief Executive Officer, our Chief Financial Officer, Torchlight’s former Chairman of the Board of Directors, and Torchlight’s former Chief Executive Officer. 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. The McMillan complaint names the same defendants and asserts the same claims on behalf of the same purported class as the Maltagliati complaint. The complaints, purportedly brought on behalf of all purchasers of our publicly traded securities from September 21, 2020 through and including December 14, 2021, assert 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 our business combination with Torchlight. The complaints seek unspecified compensatory damages and reasonable costs and expenses, including attorneys’ fees. On April 11, 2022, the Court held a hearing on motions to consolidate the two actions and to appoint a lead plaintiff or lead plaintiffs, but has not yet ruled on the motions. 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 our current officers and directors, certain former Torchlight officers and directors, and us (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. On March 9, 2022, the Court entered a stipulated order staying this action until there is a ruling on a motion to dismiss in the Securities Class Action. Contractual Commitments and Purchase Obligations a) On January 29, 2021, we arranged an irrevocable standby letter of credit with Toronto Dominion Bank (“TD”) in favor of Covestro Deutschland AG (“Covestro”) for EUR 600,000 in relation to Cooperation Framework Agreement (“CFA”). In the event we fail 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. We have assessed the performance milestones against ASC 606 and recognized the full contract amount as development revenue in the year ended December 31, 2021. As of March 31, 2022, Covestro has issued certificates of reduction totaling EUR 325,000 and the letter of credit had an outstanding amount of EUR 275,000 . b) During 2020, we signed a three-year supply deal with Covestro Deutschland AG, which provides early access to new photo-sensitive holographic film materials, the building block of MMI’s holographic product. This agreement will not only allow early access to Covestro’s R&D library of photopolymer films but will also accelerate MMI’s product development and speed of innovation. Target markets include photonics/optical filters and holographic optical elements, diffusers, laser eye protection, optical combiners, and AR (augmented reality) applications. The agreement is valid till October 31, 2023. c) During 2018, we 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 we fail to deliver the product as per the contract or refuse to accept the return of the product as per the buyback clause of the contract or fails to repay the advance payment in accordance with the conditions of the agreement signed with Satair on September 18, 2018, Satair shall draw from the letter of credit with RBC. Borrowings from the letter of credit with RBC are repayable on demand. The letter of credit from RBC is secured by a performance security guarantee cover issued by Export Development of Canada. Further, this guarantee/standby letter of credit expires on October 5, 2021 . As at March 31, 2022, no amount has been drawn from the letter of credit with RBC. d) On December 8, 2016, we 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 us 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 us on gross profit after sales and distribution costs. The total royalty fee to be paid may be adjusted based on the timing of our sales and the amount ultimately paid to us by large aircraft manufacturer to support the development. e) Certain nano-optic products are subject to a 3 % sales royalty in favor of Simon Fraser University ("SFU") where certain elements of the nano-optic technology originated. Royalties were $ Nil during the three months ended March 31, 2022 (2021 - $ 296 ). In 2014, our 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 March 31, 2022 (December 31, 2021 - $197, 016). f) Product revenue associated with six patents acquired by Nanotech is subject to royalties. We 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 % and 6 % on other revenues derived from the patents for a period of five years . There were no royalties during the three months ended March 31, 2022 (March 31, 2021 - $ Nil ). g) As at March 31, 2022, we had ongoing commitments for maintenance contracts and asset purchases as follows: Remainder of 2022 $ 976,157 2023 43,872 2024 3,115 $ 1,023,144 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent events Subsequent to March 31, 2022, 10,310 stock options were exercised. On April 5, 2022, Meta Materials Inc. acquired Plasma App Ltd. in a stock for stock transaction valued at $ 20 million. Plasma App Ltd. is the developer of PLASMAfusion, a first of its kind, proprietary manufacturing platform technology, which enables high speed coating of any solid material on any type of substrate. Plasma App Ltd.’s team is located at the Rutherford Appleton Laboratories in Oxford, UK. Due to the timing of when the transaction closed, there remains insufficient information available to management to be able to complete the initial accounting for the business combination, and as such, the provisional purchase price allocation has not been disclosed. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation — These unaudited condensed consolidated interim financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Our fiscal year-end is December 31. The condensed consolidated interim financial statements include the accounts of Meta Materials Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated on consolidation. These unaudited condensed consolidated interim financial statements do not include all of the information and notes required by US GAAP for annual financial statements. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with our audited consolidated financial statements and notes for the years ended December 31, 2021, 2020 and 2019, filed with the Securities and Exchange Commission (“SEC”) on Form 10-K/A . |
Recently adopted and issued accounting pronouncements | Recently Adopted Accounting Pronouncements: We currently have no material recently adopted accounting pronouncements. Recently Issued Accounting Pronouncements: We currently have no material recent accounting pronouncements yet to be adopted. |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Assets Held for Sales Disclosure [Abstract] | |
Schedule of Project Ownership | The Orogrande Project ownership as of March 31, 2022 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) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | Inventory consists of photosensitive materials, lenses, laser protection film and finished eyewear, and is comprised of the following: March 31, December 31, Raw materials $ 291,191 $ 196,868 Supplies 17,349 8,886 Work in process 40,804 30,636 Finished goods 17,615 29,328 Total inventory $ 366,959 $ 265,718 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property, plant and equipment consist of the following: Useful life As of (years) March 31, December 31, Land N/A $ 476,152 $ 469,317 Building 25 5,545,952 5,509,403 Computer equipment 3 - 5 295,481 262,320 Computer software 1 281,667 277,717 Manufacturing equipment 2 - 5 22,603,569 17,762,405 Office furniture 5 - 7 584,447 525,961 Enterprise Resource Planning software 5 214,224 211,149 Leasehold Improvements 5 1,346,287 236,251 Assets under construction N/A 6,545,468 8,872,695 37,893,247 34,127,218 Accumulated depreciation and impairment ( 7,915,463 ) ( 7,109,104 ) $ 29,977,784 $ 27,018,114 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long Term Debt | March 31, December 31, ACOA Business Development Program (“BDP”) 2012 interest-free loan1 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 March 31, 2022, the amount drawn down on the loan, net of repayments, is CA$ 89,286 (December 31, 2021 - CA$ 107,143 ). $ 68,497 $ 80,390 ACOA Atlantic Innovation Fund (“AIF”) 2015 interest-free loan 1,2 with a maximum contribution of CA$ 3,000,000 . Annual repayments, commencing June 1, 2021 , are calculated as a percentage of gross revenue for the preceding fiscal year, at Nil when gross revenues are less than CA$ 1,000,000 , 5 % when gross revenues are less than CA$ 10,000,000 and greater than CA$ 1,000,000 , and CA$ 500,000 plus 1 % of gross revenues when gross revenues are greater than CA$ 10,000,000 . As at March 31, 2022, the amount drawn down on the loan is CA$ 2,924,615 (December 31, 2021 - CA$ 2,924,615 ). 1,728,368 1,666,764 ACOA BDP 2018 interest-free loan 1,3 with a maximum contribution of CA$ 3,000,000 , repayable in monthly repayments commencing June 1, 2021 of CA$ 31,250 until May 1, 2029 . As at March 31, 2022, the amount drawn down on the loan, net of repayments, is CA$ 2,687,500 (December 31, 2021 - CA$ 2,781,250 ). 1,313,195 1,319,130 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 March 31, 2022, the amount drawn down on the loan, net of repayments, is CA$ 86,111 (December 31, 2021 - CA$ 90,278 ). 41,466 42,011 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 March 31, 2022, the amount drawn down on the loan is CA$ 390,000 (December 31, 2021 - CA$ 390,000 ). 133,059 120,154 3,284,585 3,228,449 Less: current portion 363,654 491,278 $ 2,920,931 $ 2,737,171 1 We were 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 being recorded as deferred government assistance, which is being amortized over the useful life of the associated equipment. We recorded the amortization expense for the three months ended March 31, 2022 of $ 3,047 (three months ended March 31, 2021—$ 36,020 ) as government assistance in the condensed consolidated interim statements of operations and comprehensive loss. As of March 31, 2022, the portion recorded as deferred government assistance is amortized in full. |
Capital Stock (Tables)
Capital Stock (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Class of Warrant or Right [Line Items] | |
Summary of Changes in Warrant | The following table summarizes the changes in our warrants: Three months ended March 31, Number of warrants (#) Amount Outstanding, December 31, 2021 5,264,959 $ 6,957,974 Exercised ( 1,988,617 ) ( 251,915 ) Expired ( 692,462 ) ( 101,156 ) Outstanding, March 31, 2022 2,583,880 $ 6,604,903 |
Summary of Changes in Broker Warrant | The following table summarizes the changes in our broker warrants: Three months ended March 31, Number of warrants (#) Amount Outstanding, December 31, 2021 13,887 $ 1,826 Expired ( 13,887 ) ( 1,826 ) Outstanding, March 31, 2022 — $ — |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of change in outstanding share RSUs | The following table summarizes the change in outstanding RSUs: Number of Weighted Outstanding, December 31, 2021 300,000 $ 6.43 Granted 3,832,278 1.71 Outstanding, March 31, 2022 4,132,278 $ 2.05 X Vested, March 31, 2022 300,000 $ 6.43 |
Summary of change in share outstanding options | The following table summarizes the change in our outstanding stock options: Number of Weighted Weighted Aggregate intrinsic Outstanding, December 31, 2021 21,404,641 $ 0.36 $ 7.34 $ 56,924,556 Granted 6,839,449 2.02 Forfeited ( 8,732 ) 0.27 Exercised ( 730,249 ) 0.27 Outstanding, March 31, 2022 27,505,109 $ 0.78 $ 5.34 $ 27,675,251 X Exercisable, March 31, 2022 19,407,982 $ 0.73 $ 7.31 $ 21,320,991 |
Summary of stock options outstanding | Below is a summary of the outstanding options as of March 31, 2022 and December 31, 2021: March 31, December 31, 2022 2021 Exercise price Number outstanding Number exercisable Number outstanding Number exercisable $ 0.27 18,328,548 14,034,258 19,067,529 10,893,918 0.12 518,112 518,113 518,112 518,112 0.15 369,000 369,000 369,000 369,000 2.00 1,075,000 1,075,000 1,075,000 1,125,000 1.00 375,000 375,000 375,000 325,000 3.47 200,000 200,000 — — 7.96 300,000 300,000 — — 1.97 1,894,111 1,894,111 — — 1.58 4,445,338 642,500 — — 27,505,109 19,407,982 21,404,641 13,231,030 |
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: Three months ended March 31, Grant date fair value 1.16 Weighted average expected volatility 87 % Weighted average risk-free interest rate 1.78 % Weighted average expected life of the options 5.43 years |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of stock-based compensation expenses | Total stock-based compensation expense related to RSUs included in the condensed consolidated interim statements of operations was as follows: Three months ended March 31, 2022 Cost of sales $ 50,653 Selling & marketing 15,493 General & administrative 120,165 Research & development 97,211 $ 283,522 |
Employee Stock Option Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of stock-based compensation expenses | Total stock-based compensation expense related to stock options included in the condensed consolidated interim statements of operations was as follows: Three months ended March 31, 2022 2021 Selling & marketing $ 4,393 $ 11,269 General & administrative 3,283,469 243,890 Research & development 424,058 171,635 $ 3,711,920 $ 426,794 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary Of Deferred Tax Expense Benefit | Three months ended March 31, 2022 2021 Deferred tax recovery $ — $ 44,679 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary Basic and Diluted Net Loss Per Share | The following table sets forth the calculation of basic and diluted net loss per share during the periods presented: Three months ended March 31, 2022 2021 Numerator: Net loss $ ( 18,434,541 ) $ ( 44,158,519 ) Denominator: Weighted-average shares, basic 285,224,469 168,864,762 Weighted-average shares, diluted 285,224,469 168,864,762 Net loss per share Basic $ ( 0.06 ) $ ( 0.26 ) Diluted $ ( 0.06 ) $ ( 0.26 ) |
Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive shares were not included in the calculation of diluted shares above as the effect would have been anti-dilutive: Three months ended March 31, 2022 2021 1 Options $ 27,505,109 $ 24,264,957 Warrants 2,583,880 3,000,844 DSUs 3,647,026 3,455,224 RSUs 4,132,278 - $ 37,868,293 $ 30,721,025 1 All references to numbers in comparative figures have been retroactively restated to reflect the number of stock of the legal parent (accounting acquiree) issuable following the reverse acquisition. The numbers of options, warrants, and DSUs issued pre-Torchlight RTO have been multiplied by 1.845 Torchlight conversion ratio. |
Additional Cash Flow Informat_2
Additional Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary Of Cash Flow, Operating Capital | The net changes in non-cash working capital balances related to operations consist of the following: Three months ended March 31, 2022 2021 Grants receivable $ 146,950 $ 30,436 Inventory ( 96,285 ) 126,939 Other receivables ( 821,774 ) ( 66,258 ) Prepaid expenses 74,343 30,782 Other current assets ( 417,054 ) ( 13,208 ) Trade payables ( 5,062,908 ) ( 11,694 ) Due from (to) related party ( 54,051 ) ( 8,878 ) Operating lease Right-of-use Asset ( 56 ) - Operating lease liabilities ( 76,022 ) - $ ( 6,306,857 ) $ 88,119 |
Fair value measurements (Tables
Fair value measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Financial Instruments Disclosure [Abstract] | |
Summary of Fair Value of Financial Instruments | March 31, December 31, Financial liability Carrying value Fair value Carrying value Fair value Funding obligation $ 286,182 $ 172,819 $ 268,976 $ 170,338 Operating lease liabilities 4,459,159 5,088,149 4,370,635 6,149,369 Long-term debt 3,284,585 2,201,679 3,228,449 2,303,648 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue Disaggregated | Revenue is disaggregated as follows: Three months ended March 31, 2022 2021 Product sales $ 168,127 $ 22,047 Contract revenue 1 2,706,568 408,920 Other development revenue 100,000 165,336 Development revenue 2,806,568 574,256 $ 2,974,695 $ 596,303 1 A portion of 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. |
Loss on financial instruments_2
Loss on financial instruments, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of (Loss) Gain on Financial Instruments, Net | Three months ended March 31, 2022 2021 Loss on unsecured convertible promissory notes – Bridge loan $ — $ ( 19,163,417 ) Gain on unsecured convertible promissory notes – Torchlight notes — 191,973 Loss on secured convertible debentures — ( 16,957,029 ) Loss on unsecured convertible debentures — ( 4,076,448 ) $ — $ ( 40,004,921 ) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Summary of Operating Lease Expense | Total operating lease expense included in the condensed consolidated interim statements of operations and comprehensive loss is as follows: Three months ended March 31, 2022 2021 Operating lease expense $ 426,428 $ 45,437 Short term lease expense 81,638 26,150 Variable and other lease expense 58,817 12,710 Total $ 566,883 $ 84,297 |
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 March 31, 2022: Remainder of 2022 $ 819,471 2023 1,230,530 2024 1,235,980 2025 1,114,417 2026 961,099 Thereafter 2,987,718 Total minimum lease payments 8,349,215 Less: interest ( 3,890,056 ) Present value of net minimum lease payments 4,459,159 Less: current portion of lease liabilities ( 782,901 ) Total long-term lease liabilities $ 3,676,258 |
Corporate Information - Additio
Corporate Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Arrangement Agreement [Member] | Torchlight [Member] | |
Date of acquisition agreement | Dec. 14, 2020 |
Acquisitions and Preferred St_2
Acquisitions and Preferred Stock Liability - Additional Information (Details) $ / shares in Units, $ in Millions | Oct. 05, 2021USD ($) | Oct. 05, 2021CAD ($) | Jun. 28, 2021USD ($) | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Oct. 05, 2021$ / shares |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 240,769,981 | $ 240,376,634 | ||||
Former Security Holders Of Meta [Member] | Meta [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Equity method investment, ownership percentage | 70.00% | |||||
Torchlight [Member] | Meta [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination total consideration transferred value | $ 358,000,000 | |||||
Goodwill | $ 213,000,000 | |||||
Nanotech Security Corp [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition effective date | Oct. 5, 2021 | Oct. 5, 2021 | ||||
Percentage of voting equity interests acquired | 100.00% | |||||
Business acquisition share price | $ / shares | $ 1.25 | |||||
Business combination total consideration transferred value | $ 72,100,000 | $ 90.8 | ||||
Goodwill | $ 27,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Due from related party, current | $ 10,314 | $ 10,657 |
Lamda Guard Technologies Ltd LGTL [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party, current | $ 10,314 | $ 10,657 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) | 3 Months Ended | ||
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021Well | |
Property, Plant and Equipment [Line Items] | |||
Additional cost to ensure | $ 1,100,000 | ||
Revenues | 2,974,695 | $ 596,303 | |
Orogrande Project property in West Texas [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Drilling obligation year 2022 | Well | 5 | ||
Drilling obligation year 2023 | Well | 5 | ||
Hazel Project Property in Midland Basin [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Decrease in preferred share liability | (3,500,000) | ||
Impairment of Assets Held for Sale | 3,500,000 | ||
Fair value of property | $ 0 |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Project Ownership (Details) - Orogrande Project, West Texas [Member] | Mar. 31, 2022 |
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 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 ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 291,191 | $ 196,868 |
Supplies | 17,349 | 8,886 |
Work in process | 40,804 | 30,636 |
Finished goods | 17,615 | 29,328 |
Total inventory | $ 366,959 | $ 265,718 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 37,893,247 | $ 34,127,218 |
Accumulated depreciation and impairment | (7,915,463) | (7,109,104) |
Property, Plant and Equipment, Net | 29,977,784 | 27,018,114 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 476,152 | 469,317 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 5,545,952 | 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 | $ 295,481 | 262,320 |
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 | $ 281,667 | 277,717 |
Property, Plant and Equipment, Useful Life | 1 year | |
Manufacturing equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 22,603,569 | 17,762,405 |
Manufacturing equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Manufacturing equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 2 years | |
Office furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 584,447 | 525,961 |
Office furniture [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Office furniture [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Enterprise Resource Planning software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 214,224 | 211,149 |
Property, Plant and Equipment, Useful Life | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,346,287 | 236,251 |
Property, Plant and Equipment, Useful Life | 5 years | |
Assets under construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 6,545,468 | $ 8,872,695 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 754,957 | $ 361,773 |
Secured Convertible Debentures
Secured Convertible Debentures - Schedule of Secured Convertible Debentures (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Schedule Of Convertible Debt Current Roll Forward [Line Items] | |
Interest paid | $ (64,528) |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long Term Debt (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 3,284,585 | $ 3,228,449 |
Long-term Debt, Current Maturities | 363,654 | 491,278 |
Long-term Debt, Excluding Current Maturities | 2,920,931 | 2,737,171 |
ACOA Business Development Program ("BDP") 2012 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 68,497 | 80,390 |
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 1,728,368 | 1,666,764 |
ACOA BDP 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 1,313,195 | 1,319,130 |
ACOA BDP 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 41,466 | 42,011 |
ACOA Regional Relief and Recovery Fund ("RRRF") 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 133,059 | $ 120,154 |
Long-Term Debt - Summary of L_2
Long-Term Debt - Summary of Long Term Debt (Parenthetical) (Details) | 3 Months Ended | ||||
Mar. 31, 2022USD ($) | Mar. 31, 2022CAD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2022CAD ($) | Dec. 31, 2021CAD ($) | |
Debt Instrument [Line Items] | |||||
Revenues | $ 2,974,695 | $ 596,303 | |||
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 | |||
Maximum contribution | $ 500,000 | ||||
Principal periodic payment | $ 5,952 | ||||
Frequency of payment | monthly | monthly | |||
Amount drawn down | 89,286 | $ 107,143 | |||
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt annual principal repayments commencement date | Jun. 1, 2021 | Jun. 1, 2021 | |||
Maximum contribution | 3,000,000 | ||||
Frequency of payment | Annual | Annual | |||
Long Term debt cumulative drawdown amount | $ 2,924,615 | 2,924,615 | |||
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% | |||
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | Gross Revenues Are Less Than Canadian Dollar 1,000,000 [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Revenues | $ 1,000,000 | ||||
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | Gross Revenues Are Less Than Canadian Dollar 10,000,000 And Greater Than Canadian Dollar 1,000,000 [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of annual principal repayments | 5.00% | 5.00% | |||
Revenues | $ 10,000,000 | ||||
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | Gross Revenues Are Less Than Canadian Dollar 10,000,000 And Greater Than Canadian Dollar 1,000,000 [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Revenues | 10,000,000 | ||||
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | Gross Revenue Are Greater Than Canadian Dollar 10,000,000 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal periodic payment | $ 500,000 | ||||
Percentage of variable annual principal repayment | 1.00% | 1.00% | |||
Revenues | $ 1,000,000 | ||||
ACOA BDP 2018 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long term debt maturity date | May 1, 2029 | May 1, 2029 | |||
Debt annual principal repayments commencement date | Jun. 1, 2021 | Jun. 1, 2021 | |||
Maximum contribution | $ 3,000,000 | ||||
Principal periodic payment | $ 31,250 | ||||
Frequency of payment | monthly | monthly | |||
Deferred government assistance | $ 425,872 | ||||
Amortization of deferred government assistance | $ 3,047 | $ 36,020 | |||
Long Term debt cumulative drawdown amount | $ 2,687,500 | 2,781,250 | |||
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 | |||
Maximum contribution | $ 100,000 | ||||
Principal periodic payment | $ 1,400 | ||||
Frequency of payment | monthly | monthly | |||
Amount drawn down | $ 86,111 | 90,278 | |||
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 | |||
Maximum contribution | $ 390,000 | ||||
Principal periodic payment | $ 11,000 | ||||
Frequency of payment | monthly | monthly | |||
Amount drawn down | $ 390,000 | $ 390,000 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) | 3 Months Ended | |||
Mar. 31, 2022$ / sharesshares | Mar. 31, 2021shares | Dec. 31, 2021$ / shares | ||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 1,000,000,000 | |||
Common stock, shares par value | $ / shares | $ 0.001 | $ 0.001 | ||
Options exercised to purchase equal number of common shares | 730,249 | |||
Prior to Completion of Torchlight RTO [Member] | Torch Light Conversion Ratio [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, coversion ratio | 1.845 | |||
Prior to Completion of Torchlight RTO [Member] | Common Stock Shares Issued pre-Torchlight RTO [Member] | Torch Light Conversion Ratio [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, coversion ratio | 1.845 | |||
Factor considered for common stock issuance | 0.001 | |||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Options exercised to purchase equal number of common shares | [1] | 730,249 | 178,720 | |
Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants exercised to purchase common shares | 1,988,617 | |||
Number of securities called by warrant | 1,623,700 | |||
Difference shares withheld to cover exercise cost | 364,917 | |||
[1] | Retroactively restated from the earliest period presented for the Torchlight RTO (“Reverse acquisition”) as described in Note 3 |
Capital Stock - Summary of Chan
Capital Stock - Summary of Changes in Warrant (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2022USD ($)shares | |
Class of Warrant or Right [Line Items] | |
Balance, beginning of period, shares | shares | 5,264,959 |
Balance, beginning of period | $ | $ 6,957,974 |
Exercised, shares | shares | (1,988,617) |
Exercised | $ | $ (251,915) |
Expired, Shares | shares | (692,462) |
Expired | $ | $ (101,156) |
Balance, end of period, shares | shares | 2,583,880 |
Balance, end of period | $ | $ 6,604,903 |
Capital Stock - Summary of Ch_2
Capital Stock - Summary of Changes in Broker Warrant (Details) - Broker Warrants [Member] | 3 Months Ended |
Mar. 31, 2022USD ($)shares | |
Class of Warrant or Right [Line Items] | |
Balance, beginning of period, shares | shares | 13,887 |
Balance, beginning of period | $ | $ 1,826 |
Expired, shares | shares | (13,887) |
Expired | $ | $ (1,826) |
Share-Based Payments - Addition
Share-Based Payments - Additional Information (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 03, 2021 | |
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 | |
DSU Plan [Member] | ||
Number of shares outstanding | 3,647,026 | |
Number of shares issued | 0 | |
Number of shares exercised | 0 | |
Number of shares expired | 0 |
Share-Based Payments - Summary
Share-Based Payments - Summary of Stock-Based Compensation Expenses (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 283,522 | |
Employee Stock Option Plan [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 3,711,920 | $ 426,794 |
Cost of Sales [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 50,653 | |
Selling & Marketing | Restricted Stock Units (RSUs) [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 15,493 | |
Selling & Marketing | Employee Stock Option Plan [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 4,393 | 11,269 |
General & Administrative | Restricted Stock Units (RSUs) [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 120,165 | |
General & Administrative | Employee Stock Option Plan [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 3,283,469 | 243,890 |
Research & Development | Restricted Stock Units (RSUs) [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 97,211 | |
Research & Development | Employee Stock Option Plan [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 424,058 | $ 171,635 |
Share-Based Payments - Summar_2
Share-Based Payments - Summary of change in outstanding share RSUs (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, beginning of period, Number of RSUs | shares | 300,000 |
Granted, Number of RSUs | shares | 3,832,278 |
Outstanding, end of period, Number of RSUs | shares | 4,132,278 |
Vested, end of period, Number of RSUs | shares | 300,000 |
Outstanding, beginning of period, Weighted Average grant date fair value | $ / shares | $ 6.43 |
Granted, Weighted Average grant date fair value | $ / shares | 1.71 |
Outstanding, end of period, Weighted Average grant date fair value | $ / shares | 2.05 |
Vested, end of period, Weighted Average grant date fair value | $ / shares | $ 6.43 |
Share-Based Payments - Summar_3
Share-Based Payments - Summary of Change in Share Outstanding Options (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, beginning of period, Number of Options | 21,404,641 | |
Granted, Number of Options | 6,839,449 | |
Forfeited, Number of Options | (8,732) | |
Exercised, Number of Options | (730,249) | |
Outstanding, end of period, Number of Options | 27,505,109 | 21,404,641 |
Exercisable, end of period | 19,407,982 | 13,231,030 |
Outstanding, beginning of period, Weighted Average exercise price per stock option | $ 0.36 | |
Granted, Weighted Average exercise price per stock option | 2.02 | |
Forfeited, Weighted Average exercise price per stock option | 0.27 | |
Exercised, Weighted Average exercise price per stock option | 0.27 | |
Outstanding, end of period, Weighted Average exercise price per stock option | 0.78 | $ 0.36 |
Exercisable, end of period | $ 0.73 | |
Outstanding, Weighted Average exercise remaining contractual term (years) | 5 years 4 months 2 days | 7 years 4 months 2 days |
Exercisable, Weighted Average exercise remaining contractual term (years) | 7 years 3 months 21 days | |
Outstanding, Aggregate intrinsic value | $ 27,675,251 | $ 56,924,556 |
Exercisable, Aggregate intrinsic value | $ 21,320,991 |
Share-Based Payments - Summar_4
Share-Based Payments - Summary of Stock Options Outstanding (Details) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 27,505,109 | 21,404,641 |
Number exercisable | 19,407,982 | 13,231,030 |
$0.27 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 18,328,548 | 19,067,529 |
Number exercisable | 14,034,258 | 10,893,918 |
$0.12 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 518,112 | 518,112 |
Number exercisable | 518,113 | 518,112 |
$0.15 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 369,000 | 369,000 |
Number exercisable | 369,000 | 369,000 |
$2.00 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 1,075,000 | 1,075,000 |
Number exercisable | 1,075,000 | 1,125,000 |
$1.00 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 375,000 | 375,000 |
Number exercisable | 375,000 | 325,000 |
$3.47 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 200,000 | |
Number exercisable | 200,000 | |
$7.96 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 300,000 | |
Number exercisable | 300,000 | |
$1.97 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 1,894,111 | |
Number exercisable | 1,894,111 | |
$1.58 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 4,445,338 | |
Number exercisable | 642,500 |
Share-Based Payments - Summar_5
Share-Based Payments - Summary of Stock Options Outstanding (Parenthetical) (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | $ 0.78 | $ 0.36 |
$0.27 [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 0.27 | 0.27 |
$0.12 [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 0.12 | 0.12 |
$0.15 [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 0.15 | 0.15 |
$2.00 [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 2 | 2 |
$1.00 [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 1 | 1 |
$3.47 [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 3.47 | 3.47 |
$7.96 [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 7.96 | 7.96 |
$1.97 [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 1.97 | 1.97 |
$1.58 [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | $ 1.58 | $ 1.58 |
Share-Based Payments - Summar_6
Share-Based Payments - Summary of Fair Value Grant Using Weighted-Average Assumptions (Details) | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | |
Grant date fair value | $ 1.16 |
Weighted average expected volatility | 87.00% |
Weighted average risk-free interest rate | 1.78% |
Weighted average expected life of the options | 5 years 5 months 4 days |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Deferred tax recovery | $ 0 | $ 44,679 |
Income Taxes - Summary Of Defer
Income Taxes - Summary Of Deferred Tax Expense Benefit (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Deferred tax recovery | $ 0 | $ 44,679 |
Net Loss Per Share - Summary Ba
Net Loss Per Share - Summary Basic and Diluted Net Loss Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net loss | $ (18,434,541) | $ (44,158,519) |
Denominator: | ||
Weighted-average shares, basic | 285,224,469 | 168,864,762 |
Weighted-average shares, diluted | 285,224,469 | 168,864,762 |
Net loss per share | ||
Basic | $ (0.06) | $ (0.26) |
Diluted | $ (0.06) | $ (0.26) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 37,868,293 | 30,721,025 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 27,505,109 | 24,264,957 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,583,880 | 3,000,844 |
DSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,647,026 | 3,455,224 |
RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,132,278 |
Additional Cash Flow Informat_3
Additional Cash Flow Information - Summary of Cash Flow, Operating Capital (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Increase (Decrease) in Operating Capital [Abstract] | ||
Grants receivable | $ 146,950 | $ 30,436 |
Inventory | (96,285) | 126,939 |
Other receivables | (821,774) | (66,258) |
Prepaid expenses | 74,343 | 30,782 |
Other current assets | (417,054) | (13,208) |
Trade payables | (5,062,908) | (11,694) |
Due from (to) related party | (54,051) | (8,878) |
Operating lease Right-of-use Asset | (56) | |
Operating lease liabilities | (76,022) | |
Total | $ (6,306,857) | $ 88,119 |
Fair value measurements - Summa
Fair value measurements - Summary of Fair Value of Financial Instruments (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Funding obligation | $ 286,182 | $ 268,976 |
Operating lease liabilities | 4,459,159 | 4,370,635 |
Long-term debt | 3,284,585 | 3,228,449 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Funding obligation | 172,819 | 170,338 |
Operating lease liabilities | 5,088,149 | 6,149,369 |
Long-term debt | $ 2,201,679 | $ 2,303,648 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022USD ($)SegmentCustomer | Mar. 31, 2021USD ($)Customer | Dec. 31, 2021USD ($) | ||
Disaggregation of Revenue [Line Items] | ||||
Number of operating segment | Segment | 1 | |||
Total revenue | $ 2,974,695 | $ 596,303 | ||
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 | 1 | 1 | ||
Total revenue | [1] | $ 2,706,568 | $ 408,920 | |
Contract revenue [Member] | One Customer [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 2,668,144 | $ 245,229 | ||
Contract revenue [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 90.00% | 41.00% | ||
[1] | A portion of 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. |
Revenue - Summary of Revenue Di
Revenue - Summary of Revenue Disaggregated (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,974,695 | $ 596,303 | |
Product sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 168,127 | 22,047 | |
Contract revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 2,706,568 | 408,920 |
Other development revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 100,000 | 165,336 | |
Development revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,806,568 | $ 574,256 | |
[1] | A portion of 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. |
Loss on financial instruments_3
Loss on financial instruments, net - Summary of (Loss) Gain on Financial Instruments, Net (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Loss on secured convertible debentures | $ (16,957,029) |
Loss on unsecured convertible debentures | (4,076,448) |
Gain (Loss) on derivative instruments, net | (40,004,921) |
Bridge Loan [Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Gain (Loss) on unsecured convertible promissory notes | (19,163,417) |
Torchlight Notes [Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Gain (Loss) on unsecured convertible promissory notes | $ 191,973 |
Leases - Additional Information
Leases - Additional Information (Details) | Feb. 25, 2022ft² | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) |
Operating lease right-of-use assets | $ 6,230,735 | $ 6,278,547 | |
Operating lease liability | 4,459,159 | ||
Burnaby [Member] | |||
Lease, term of contract | 2 years 11 months | ||
Land under lease | ft² | 1,994 | ||
Operating lease right-of-use assets | 146,822 | ||
Operating lease liability | $ 146,822 | ||
Lease commencement date | Jun. 1, 2022 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Lease, Cost [Abstract] | ||
Operating lease expense | $ 426,428 | $ 45,437 |
Short term lease expense | 81,638 | 26,150 |
Variable and other lease expense | 58,817 | 12,710 |
Total | $ 566,883 | $ 84,297 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Payments Under Non-cancelable Operating Lease Obligations (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
Remainder of 2021 | $ 819,471 | |
2022 | 1,230,530 | |
2023 | 1,235,980 | |
2024 | 1,114,417 | |
2025 | 961,099 | |
Thereafter | 2,987,718 | |
Total minimum lease payments | 8,349,215 | |
Less: interest | (3,890,056) | |
Present value of net minimum lease payments | 4,459,159 | |
Less: current portion of lease liabilities | (782,901) | $ (663,861) |
Total long-term lease liabilities | $ 3,676,258 | $ 3,706,774 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Mar. 18, 2021USD ($) | Apr. 30, 2020USD ($) | Mar. 31, 2022USD ($)Patent | Mar. 31, 2021USD ($) | Mar. 31, 2022EUR (€) | Dec. 31, 2021USD ($) | Jan. 29, 2021EUR (€) | Jan. 29, 2021CAD ($) | Dec. 31, 2018USD ($) |
Contractual obligation | $ 286,182 | $ 268,976 | |||||||
Cooperation Framework Agreement CFA [Member] | Letter of Credit [Member] | |||||||||
Line of credit facility | € | € 275,000 | ||||||||
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] | |||||||||
Cash transferred from restricted cash to cash and cash equivalents | € | € 325,000 | ||||||||
Datalog LWT, Inc. d/b/a Cordax Evaluation Technologies [Member] | |||||||||
Monetary relief, sought value | $ 104,500.01 | ||||||||
Toronto Dominion Bank TD [Member] | Covestro Deutschland AG Covestro [Member] | Cooperation Framework Agreement CFA [Member] | Letter of Credit [Member] | |||||||||
Line of credit facility, maximum borrowing capacity | € | € 600,000 | ||||||||
RBC [Member] | Satair [Member] | Letter of Credit [Member] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 500,000 | ||||||||
Line of credit facility | $ 0 | ||||||||
Debt instrument expiry date | Oct. 5, 2021 | ||||||||
Tool Failure during Drilling Activities [Member] | Datalog LWT, Inc. d/b/a Cordax Evaluation Technologies [Member] | |||||||||
Estimated recovery amount on the costs incurred of tool failure | $ 1,400,000 | ||||||||
Breach of Contract [Member] | Cordax Evaluation Technologies [Member] | |||||||||
Monetary relief, sought value | $ 104,500 | ||||||||
Nanotech Security Corp [Member] | |||||||||
Contractual obligation | $ 1,023,144 | ||||||||
Royalties | $ 0 | $ 0 | |||||||
Number of patents | Patent | 6 | ||||||||
Remainder of 2022 | $ 976,157 | ||||||||
2023 | 43,872 | ||||||||
2024 | $ 3,115 | ||||||||
Nanotech Security Corp [Member] | Simon Fraser University [Member] | |||||||||
Sales royalty | 3.00% | ||||||||
Royalties | $ 0 | $ 296 | |||||||
Prepaid royalties | $ 197,016 | ||||||||
Revenue from Specific Customer [Member] | Nanotech Security Corp [Member] | |||||||||
Percentage share of revenue related to patents | 10.00% | ||||||||
Number of years revenue shared | 2 years | ||||||||
Other Revenue [Member] | Nanotech Security Corp [Member] | |||||||||
Number of years revenue shared | 5 years | ||||||||
Other Revenue [Member] | Maximum [Member] | Nanotech Security Corp [Member] | |||||||||
Percentage share of revenue related to patents | 6.00% | ||||||||
Other Revenue [Member] | Minimum [Member] | Nanotech Security Corp [Member] | |||||||||
Percentage share of revenue related to patents | 3.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | Apr. 05, 2022 | Apr. 01, 2022 | Mar. 31, 2022 |
Subsequent Event [Line Items] | |||
Exercise of stock options, Shares | 730,249 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Exercise of stock options, Shares | 10,310 | ||
Subsequent Event [Member] | Plasma App Ltd. [Member] | |||
Subsequent Event [Line Items] | |||
Stock transaction value | $ 20 |