Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 09, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
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 | true | |
Entity Emerging Growth Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Tax Identification Number | 74-3237581 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 1 Research Drive | |
Entity Address, City or Town | Dartmouth | |
Entity Address, State or Province | NS | |
Entity Address, Postal Zip Code | B2Y 4M9 | |
City Area Code | 902 | |
Local Phone Number | 482-5729 | |
Entity Common Stock, Shares Outstanding | 360,837,343 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | MMAT | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 53,576,437 | $ 46,645,704 | |
Restricted Cash | 463,909 | 788,768 | |
Short-term investments | 1,253,782 | 2,875,638 | |
Grants receivable | 48,882 | 175,780 | |
Accounts receivable | 1,703,732 | 1,665,700 | |
Inventory | 294,852 | 265,718 | |
Prepaid expenses and other current assets | 4,102,783 | 3,451,367 | |
Assets held for sale | 71,700,000 | 75,500,000 | |
Due from related parties | 9,527 | 10,657 | |
Total current assets | 133,153,904 | 131,379,332 | |
Intangible assets, net | 54,145,467 | 28,971,824 | |
Property, plant and equipment, net | 33,707,147 | 27,018,114 | |
Operating lease right-of-use assets | 5,839,481 | 6,278,547 | |
Goodwill | 281,529,180 | 240,376,634 | |
Total assets | 508,375,179 | 434,024,451 | |
Current liabilities | |||
Trade and other payables | 11,454,381 | 13,335,470 | |
Current portion of long-term debt | 976,393 | 491,278 | |
Current portion of deferred revenues | 675,591 | 779,732 | |
Current portion of deferred government assistance | 832,946 | 846,612 | |
Preferred stock liability | 71,700,000 | 75,500,000 | |
Current portion of operating lease liabilities | 836,683 | 663,861 | |
Asset retirement obligations | 21,937 | 21,937 | |
Total current liabilities | 86,497,931 | 91,638,890 | |
Deferred revenues | 554,739 | 637,008 | |
Deferred government assistance | 3,038 | ||
Deferred tax liability | 210,207 | 324,479 | |
Long-term operating lease liabilities | 3,445,167 | 3,706,774 | |
Funding obligation | 291,034 | 268,976 | |
Long-term debt | 2,250,969 | 2,737,171 | |
Total liabilities | 93,250,047 | 99,316,336 | |
Stockholders' equity | |||
Common stock - $0.001 par value; 1,000,000,000 shares authorized, 360,810,014 shares issued and outstanding at June 30, 2022, and $0.001 par value; unlimited shares authorized, 284,573,316 shares issued and outstanding at December 31, 2021 | 338,987 | 262,751 | |
Additional paid-in capital | 585,045,778 | 463,136,404 | |
Accumulated other comprehensive loss | (2,448,230) | (296,936) | |
Accumulated deficit | (167,811,403) | (128,394,104) | |
Total stockholders' equity | [1] | 415,125,132 | 334,708,115 |
Total liabilities and stockholders' equity | $ 508,375,179 | $ 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 | Jun. 30, 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 | 360,810,014 |
Common Stock, Shares, Outstanding | 284,573,316 | 360,810,014 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Operations And Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Revenue: | |||||
Revenue | $ 3,323,727 | $ 624,320 | $ 6,298,422 | $ 1,220,623 | |
Cost of goods sold | 877,951 | 706 | 1,656,663 | 1,106 | |
Gross Profit | 2,445,776 | 623,614 | 4,641,759 | 1,219,517 | |
Operating Expenses: | |||||
Selling & Marketing | 1,127,079 | 298,871 | 2,163,065 | 695,465 | |
General & Administrative | 14,469,879 | 3,847,278 | 29,067,792 | 6,440,162 | |
Research & Development | 6,490,800 | 1,633,653 | 10,461,939 | 3,412,909 | |
Total operating expenses | 22,087,758 | 5,779,802 | 41,692,796 | 10,548,536 | |
Loss from operations | (19,641,982) | (5,156,188) | (37,051,037) | (9,329,019) | |
Interest expense, net | (142,055) | (427,809) | (306,489) | (878,717) | |
Loss on foreign exchange, net | (971,713) | (163,941) | (823,322) | (330,385) | |
Loss on financial instruments, net | (535,170) | (40,540,091) | |||
Other (loss) income, net | (336,993) | 341,958 | (1,346,436) | 933,864 | |
Total other expense, net | (1,450,761) | (784,962) | (2,476,247) | (40,815,329) | |
Loss before income taxes | (21,092,743) | (5,941,150) | (39,527,284) | (50,144,348) | |
Income tax recovery | 109,985 | 57,847 | 109,985 | 102,526 | |
Net loss | [1] | (20,982,758) | (5,883,303) | (39,417,299) | (50,041,822) |
Other Comprehensive Income net of tax | |||||
Foreign currency translation (loss) gain | (3,056,676) | 87,087 | (2,151,294) | 108,648 | |
Fair value gain on changes of own credit risk | 9,011 | 680,178 | |||
Total Other Comprehensive (Loss) Income | [1] | (3,056,676) | 96,098 | (2,151,294) | 788,826 |
Comprehensive loss | $ (24,039,434) | $ (5,787,205) | $ (41,568,593) | $ (49,252,996) | |
Net loss per share, basic | [2] | $ (0.07) | $ (0.03) | $ (0.13) | $ (0.27) |
Net loss per share, diluted | [2] | $ (0.07) | $ (0.03) | $ (0.13) | $ (0.27) |
Weighted average number of shares outstanding - basic | [2] | 301,488,660 | 197,911,144 | 293,481,943 | 183,485,933 |
Weighted average number of shares outstanding - diluted | [2] | 301,488,660 | 197,911,144 | 293,481,943 | 183,485,933 |
Product sales [Member] | |||||
Revenue: | |||||
Revenue | $ 334,113 | $ 1,953 | $ 502,240 | $ 24,000 | |
Development revenue [Member] | |||||
Revenue: | |||||
Revenue | $ 2,989,614 | $ 622,367 | $ 5,796,182 | $ 1,196,623 | |
[1] Retroactively restated from the earliest period presented for the Torchlight RTO (“Reverse acquisition”) as described in Note 3 Retroactively restated for the six months ended June 30, 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] | $ (8,897,402) | $ 132,347 | $ 29,021,974 | $ (654,880) | $ (37,396,843) | ||
Beginning balance, shares at Dec. 31, 2020 | [1] | 154,163,975 | ||||||
Net loss | [1] | (50,041,822) | (50,041,822) | |||||
Other comprehensive income (loss) | [1] | 788,826 | 788,826 | |||||
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] | 113,155 | $ 414 | 112,741 | ||||
Exercise of stock options, Shares | [1] | 413,919 | ||||||
Exercise of warrants | [1] | 93,994 | $ 239 | 93,755 | ||||
Exercise of warrants, Shares | [1] | 238,806 | ||||||
Exercise of broker warrants | [1] | 16,255 | $ 61 | 16,194 | ||||
Exercise of broker warrants, Shares | [1] | 61,331 | ||||||
Issuance of stock in connection and Effect of reverse acquisition | [1] | 369,631,002 | $ 82,814 | 369,548,188 | ||||
Stock Issued During Period for Acquisitions | [1] | 82,813,994 | ||||||
Shares issued in lieu of operating lease liability | [1] | 2,781,968 | $ 1,833 | 2,780,135 | ||||
Shares issued in lieu of operating lease liability, Shares | [1] | 1,832,989 | ||||||
Stock-based compensation | [1] | 1,435,922 | $ 330 | 1,435,592 | ||||
Stock-based compensation, Shares | [1] | 330,194 | ||||||
Ending balance at Jun. 30, 2021 | [1] | 367,914,349 | $ 257,966 | 454,961,102 | 133,946 | (87,438,665) | ||
Ending balance, shares at Jun. 30, 2021 | [1] | 279,782,854 | ||||||
Beginning balance at Mar. 31, 2021 | [1] | 223,500 | $ 172,883 | 81,568,131 | 37,848 | (81,555,362) | ||
Beginning balance, shares at Mar. 31, 2021 | [1] | 194,700,061 | ||||||
Net loss | [1] | (5,883,303) | (5,883,303) | |||||
Other comprehensive income (loss) | [1] | 96,098 | 96,098 | |||||
Exercise of stock options | [1] | 64,526 | $ 235 | 64,291 | ||||
Exercise of stock options, Shares | [1] | 235,199 | ||||||
Exercise of warrants | [1] | 62,409 | $ 157 | 62,252 | ||||
Exercise of warrants, Shares | [1] | 156,709 | ||||||
Issuance of stock in connection and Effect of reverse acquisition | [1] | 369,631,002 | $ 82,814 | 369,548,188 | ||||
Stock Issued During Period for Acquisitions | [1] | 82,813,994 | ||||||
Shares issued in lieu of operating lease liability | [1] | 2,781,968 | $ 1,833 | 2,780,135 | ||||
Shares issued in lieu of operating lease liability, Shares | [1] | 1,832,989 | ||||||
Stock-based compensation | [1] | 938,149 | $ 44 | 938,105 | ||||
Stock-based compensation, Shares | [1] | 43,902 | ||||||
Ending balance at Jun. 30, 2021 | [1] | 367,914,349 | $ 257,966 | 454,961,102 | 133,946 | (87,438,665) | ||
Ending balance, shares at Jun. 30, 2021 | [1] | 279,782,854 | ||||||
Beginning balance at Dec. 31, 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] | (39,417,299) | (39,417,299) | |||||
Other comprehensive income (loss) | [1] | (2,151,294) | (2,151,294) | |||||
Issuance of common stock and warrants, Value | [1] | 50,000,000 | $ 37,037 | 49,962,963 | ||||
Issuance of common stock and warrants shares | [1] | 37,037,039 | ||||||
Stock issuance costs | (3,680,666) | (3,680,666) | [1] | |||||
Exercise of stock options | [1] | $ 305,320 | $ 1,133 | 304,187 | ||||
Exercise of stock options, Shares | 1,132,277 | 1,132,277 | [1] | |||||
Exercise of warrants | [1] | $ 169,574 | $ 1,624 | 167,950 | ||||
Exercise of warrants, Shares | [1] | 1,623,700 | ||||||
Issuance of stock in connection and Effect of reverse acquisition | [1] | 67,122,511 | $ 36,442 | 67,086,069 | ||||
Stock Issued During Period for Acquisitions | [1] | 36,443,684 | ||||||
Stock-based compensation | [1] | 8,068,871 | 8,068,871 | |||||
Ending balance at Jun. 30, 2022 | [1] | 415,125,132 | $ 338,987 | 585,045,778 | (2,448,230) | (167,811,403) | ||
Ending balance, shares at Jun. 30, 2022 | [1] | 360,810,016 | ||||||
Beginning balance at Mar. 31, 2022 | [1] | 321,737,682 | $ 265,106 | 467,692,775 | 608,446 | (146,828,645) | ||
Beginning balance, shares at Mar. 31, 2022 | [1] | 286,927,265 | ||||||
Net loss | [1] | (20,982,758) | (20,982,758) | |||||
Other comprehensive income (loss) | [1] | (3,056,676) | (3,056,676) | |||||
Issuance of common stock and warrants, Value | [1] | 50,000,000 | $ 37,037 | 49,962,963 | ||||
Issuance of common stock and warrants shares | [1] | 37,037,039 | ||||||
Stock issuance costs | [1] | (3,680,666) | (3,680,666) | |||||
Exercise of stock options | [1] | 108,152 | $ 402 | 107,750 | ||||
Exercise of stock options, Shares | [1] | 402,028 | ||||||
Issuance of stock in connection and Effect of reverse acquisition | [1] | 67,122,511 | $ 36,442 | 67,086,069 | ||||
Stock Issued During Period for Acquisitions | [1] | 36,443,684 | ||||||
Stock-based compensation | [1] | 3,876,887 | 3,876,887 | |||||
Ending balance at Jun. 30, 2022 | [1] | $ 415,125,132 | $ 338,987 | $ 585,045,778 | $ (2,448,230) | $ (167,811,403) | ||
Ending balance, shares at Jun. 30, 2022 | [1] | 360,810,016 | ||||||
[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 ($) | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
Cash flows from operating activities: | |||
Net loss | [1] | $ (39,417,299) | $ (50,041,822) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Non-cash finance income | (12,920) | ||
Non-cash interest expense | 273,554 | 742,174 | |
Non- cash lease expense | 488,299 | 160,437 | |
Deferred income tax | (109,985) | (102,526) | |
Depreciation and amortization | 3,494,163 | 1,173,884 | |
Unrealized foreign currency exchange loss | 913,101 | 230,837 | |
Loss on financial instruments, net | 40,540,091 | ||
Change in deferred revenue | (165,466) | 18,302 | |
Non-cash government assistance | (3,047) | (472,499) | |
Loss on debt settlement | 19,253 | ||
Gain on sale of property, plant and equipment | (783) | ||
Stock-based compensation | 7,623,207 | 651,718 | |
Non-cash consulting expense | 445,664 | 713,919 | |
Changes in operating assets and liabilities | (2,531,889) | 758,381 | |
Net cash used in operating activities | (29,003,401) | (5,607,851) | |
Cash flows from investing activities: | |||
Purchases of intangible assets | (274,579) | ||
Purchases of property, plant and equipment | (8,971,435) | (3,040,296) | |
Proceeds from sale of property, plant and equipment | 39,140 | ||
Proceeds from short-term investments | 1,620,281 | ||
Acquisition of business, net of cash acquired | (3,486,906) | ||
Proceeds from reverse takeover | 146,954,733 | ||
Net cash (used in) provided by investing activities | (10,798,920) | 143,639,858 | |
Cash flows from financing activities | |||
Proceeds from the issuance of common stock and warrants | 50,000,000 | ||
Costs paid on the issuance of common stock and warrants | (3,680,666) | ||
Proceeds from long-term debt | 1,127,151 | ||
Repayments of long-term debt | (182,295) | (53,331) | |
Proceeds from government grants | 223,384 | ||
Proceeds from unsecured promissory notes | 13,963,386 | ||
Proceeds from stock option exercises | 305,320 | 113,155 | |
Proceeds from warrants exercises | 169,574 | 93,993 | |
Proceeds from broker warrants exercises | 16,255 | ||
Net cash provided by financing activities | 46,611,933 | 15,483,993 | |
Net increase in cash, cash equivalents and restricted cash | 6,809,612 | 153,516,000 | |
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 | (203,738) | 156,367 | |
Cash, cash equivalents and restricted cash at end of the period | 54,040,346 | 155,068,050 | |
Supplemental cash flow information | |||
Accrued purchases of property, equipment, and patents | 1,604,903 | 297,345 | |
Right-of-use assets obtained in exchange for lease liabilities | $ 142,378 | 1,730,743 | |
Right-of-use assets and prepaid expenses recognized in exchange for common stock | 2,149,381 | ||
Settlement of liabilities in common stock | 52,063,432 | ||
Interest paid on debt | $ 64,528 | ||
[1] Retroactively restated from the earliest period presented for the Torchlight RTO (“Reverse acquisition”) as described in Note 3 |
Corporate Information
Corporate Information | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 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. We have finalized the purchase price allocation to the individual assets acquired and liabilities assumed using the acquisition method. There were no further changes to the purchase price allocation, as disclosed in the audited consolidated financial statements and notes for the years ended December 31, 2021 and 2020. Nanotech acquisition On October 5, 2021 , our wholly-owned subsidiary, 1315115 BC Ltd., 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 and the difference between the consideration paid and fair value of net assets resulted in the recognition of goodwill of $ 27 million. 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 date. Plasma App Ltd acquisition On April 1, 2022 , we completed the purchase of 100 % of the issued and outstanding shares of Plasma App Ltd. ("PAL"). PAL is the developer of PLASMAfusion, a proprietary manufacturing platform technology, which enables high speed coating of any solid material on any type of substrate. PAL’s team is located at the Rutherford Appleton Laboratories in Oxford, UK. At closing, we issued to PAL's shareholders an aggregate of 9,677,419 shares of our common stock, representing a number of shares of common stock equal to $ 18,000,000 divided by $ 1.86 (the volume weighted average price for the ten trading days ending on March 31, 2022) with an additional deferral of common stock equal to $ 2,000,000 divided by $ 1.86 to be issued subject to satisfaction of certain claims and warranties. The acquisition was accounted for as a business combination in accordance with ASC 805 “Business Combinations”. Under ASC 805, the consideration transferred is allocated based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. We are in the process of completing the determination of the fair values of the assets acquired and liabilities assumed, including reviewing third-party valuations, the allocation of the intangibles and goodwill and tax effects related to the acquisition. Therefore, the provisional measurements of fair value are subject to change. We expect to complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date. Deferred Consideration We are obligated to issue to PAL shareholders an aggregate of 1,075,268 shares of our common stock on October 1, 2023, subject to reductions arising from general and specific claims and warranties that might arise of more than $ 20,000 and less or equal to $ 2,000,000 . The number of shares were calculated as $ 2,000,000 divided by $ 1.86 (the volume weighted average price for the ten trading days ending on March 31, 2022). We have classified the deferred consideration in the statement of changes in stockholders’ equity since the number of shares to be issued is contractually specified in the agreement and is not contingent on a future event or condition being met. The preliminary allocation of consideration paid for the PAL acquisition is summarized as follows: Amount Fair value of common stock issued (1) $ 15,290,320 Fair value of deferred consideration (2) $ 1,698,925 $ 16,989,245 Net assets of Plasma App Ltd.: Cash and cash equivalents $ 13,822 Other assets 36,103 Intangibles 6,775,728 Goodwill 10,163,592 $ 16,989,245 (1) The fair value of the common stock issued or to be issued was determined by multiplying 9,677,419 shares, calculated as per the purchase agreement, by the closing share price on April 1, 2022 of $ 1.58 . We recognized $ 9,677 in common stock and $ 15,280,645 in additional paid in capital in the interim condensed consolidated statements of changes in stockholders' equity. (2) The estimated fair value of the deferred consideration on acquisition date was determined by multiplying 1,075,268 shares, calculated as per the purchase agreement, by the closing share price on April 1, 2022 of $ 1.58 . We recognized the full amount in additional paid in capital in the interim condensed consolidated statements of changes in stockholders' equity. Losses from the PAL acquisition since the acquisition date included in the c ondensed consolidated interim statements of operations and comprehensive los s for the three months ended June 30, 2022 were $ 0.1 million. Transaction costs associated with the PAL Acquisition of $ 0.4 million were recognized in the c ondensed consolidated interim statements of operations and comprehensive los s for the three months ended June 30, 2022. Had the business combination occurred on January 1, 2021, the impact for the three months ended June 30, 2022 would have been an increase to revenue by $ Nil and a decrease in loss by $ 400,000 (2021 – increase to revenue by $ 65,680 and a decrease to loss by $ 27,334 ). Had the business combination occurred on January 1, 2021, the impact for the six months ended June 30, 2022 would have been an increase to revenue by $ Nil and a decrease in loss by $ 259,641 (2021 – increase to revenue by $ 65,680 and an increase to loss by $ 12,861 ). Optodot acquisition On June 22, 2022 , we completed an asset purchase agreement with Optodot Corporation ("Optodot"), a developer of advanced materials technologies, to acquire certain assets related to patents and intellectual property for the battery and other industries. Consideration transferred consisted of the following: 1. Cash payment of $ 3,500,000 . 2. Unrestricted common stock equal to $ 37,500,000 divided by the daily volume weighted average trading price per share of our common stock on the Nasdaq Capital Market for the consecutive period of twenty trading days ending on June 21, 2022. 3. Restricted common stock equal to $ 7,500,000 divided by the daily volume weighted average trading price per share of our Common Stock on The Nasdaq Capital Market for the consecutive period of twenty trading days ending on June 21, 2022. The restricted stock is subject to certain vesting milestones as set forth in the Purchase Agreement and outlined below. The acquisition was accounted for as a business combination in accordance with ASC 805 “Business Combinations”. Under ASC 805, the consideration transferred is allocated based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. We are in the process of completing the determination of the fair values of the assets acquired and liabilities assumed, including reviewing third-party valuations, the allocation of the intangibles and goodwill and tax effects related to the acquisition. Therefore, the provisional measurements of fair value are subject to change. We expect to complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date. The preliminary allocation of consideration paid for the Optodot acquisition is summarized as follows: Amount Fair value of unrestricted common stock issued or to be issued (1) $ 41,791,115 Fair value of restricted common stock issued (2) 8,342,152 Cash consideration 3,500,000 Total consideration $ 53,633,267 Net assets of Optodot: Intangibles 21,453,306 Goodwill 32,179,961 $ 53,633,267 (1) The fair value of the unrestricted common stock issued or to be issued was determined by multiplying 22,348,190 shares, calculated as per the purchase agreement, by the closing share price on June 22, 2022 of $ 1.87 . We have issued 22,305,221 shares on the closing date of June 22, 2022 and 42,969 shares are yet to be issued. As of June 30, 2022, we recognized $ 22,305 in common stock and $ 41,768,810 in additional paid in capital in the interim condensed consolidated statements of changes in stockholders' equity. (2) The fair value of the restricted common stock issued was determined by multiplying 4,461,044 shares, calculated as per the purchase agreement, by the closing share price on June 22, 2022 of $ 1.87 . The restricted common stock is subject to vesting as follows: a) Two thirds or 2,974,029 shares shall be subject to the limitations on transfer until the earlier of (A) META's achievement of at least $ 5,000,000 in revenue, from any third-party source, to the extent resulting from the sale or license of Optodot IP during the year ended June 22, 2023 and (B) June 22, 2023; b) One third or 1,487,015 shares shall be subject to the limitations on transfer until the earlier of (A) META's achievement of at least $ 10,000,000 in revenue, from any third-party source, to the extent resulting from the sale or license of Optodot IP during the year ended June 22, 2024 and (B) June 22, 2024; Deferred Consideration Based on terms of the agreement outlined above and our consideration of ASC 805, we have classified the deferred consideration in the statement of changes in stockholders’ equity since the restricted shares has been already issued and the restriction will be removed at the end of the period specified. We are in the process of completing the determination of the fair values of the assets acquired and liabilities assumed, including reviewing third-party valuations and the allocation of the intangibles and goodwill. Accordingly, the preliminary values reflected in the table are subject to change. These changes will primarily relate to the fair value assigned to intangible assets acquired, goodwill determination and tax effects related to the acquisition. Losses from the Optodot acquisition since the acquisition date included in the condensed consolidated interim statements of operations and comprehensive loss for the period ended June 30, 2022 were $ 0.03 million. Transaction costs associated with the Optodot acquisition of $ 0.3 million were recognized in the c ondensed consolidated interim statements of operations and comprehensive los s for the three months ended June 30, 2022. Had the business combination occurred on January 1, 2021, the impact for the three months ended June 30, 2022 would have been an increase to revenue by $ 37,351 and an increase in loss by $ 318,702 (2021 – an increase to revenue by $ 119,340 and an increase to loss by $ 387,182 ). Had the business combination occurred on January 1, 2021, the impact for the six months ended June 30, 2022 would have been an increase to revenue by $ 41,871 and an increase in loss by $ 772,395 (2021 – an increase to revenue by $ 235,381 and an increase to loss by $ 730,015 ). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related party transactions | 4. Related party transactions As of June 30, 2022 and December 31, 2021, receivables due from a related party (Lamda Guard Technologies Ltd, or “LGTL”) were $ 9,527 and $ 10,657 , respectively. |
Assets Held for Sale
Assets Held for Sale | 6 Months Ended |
Jun. 30, 2022 | |
Assets Held for Sales Disclosure [Abstract] | |
Assets Held for Sale | 5. Assets held for sale As of June 30, 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 and six months ended June 30, 2022, we have incurred an additional $ 0.4 million and $ 1.5 million, respectively, in costs to meet compliance requirements with the relevant leases. We have obtained an updated valuation study performed by a third-party valuation firm to estimate the fair value of the Orogrande project assets and the related preferred stock dividends liability. The estimates involved are consistent with those outlined as part of the acquisition. The valuation concluded an implied enterprise value as of June 30, 2022 to be between $ 53 million and $ 108.7 million. We recorded the fair value of the Orogrande Project property at $ 71.7 million as the median value. The Orogrande Project ownership as of June 30, 2022 is detailed as follows: Revenue Interest Working Interest University Lands - Mineral Owner 20.00 % n/a ORRI - Magdalena Royalties, LLC, an 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, an 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 previously disclosed in the condensed consolidated interim financial statements for the three months ended March 31, 2022, we concluded that the fair value of the Hazel Project property is $ Nil based on an 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. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 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: As of June 30, December 31, Raw materials $ 218,502 $ 196,868 Supplies 11,085 8,886 Work in process 48,182 30,636 Finished goods 17,083 29,328 Total inventory $ 294,852 $ 265,718 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 6 Months Ended |
Jun. 30, 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) June 30, December 31, Land N/A $ 461,741 $ 469,317 Building 25 5,339,300 5,509,403 Computer equipment 3 - 5 395,020 262,320 Computer software 1 285,914 277,717 Manufacturing equipment 2 - 5 22,760,585 17,762,405 Office furniture 5 - 7 518,285 525,961 Enterprise Resource Planning software 5 207,740 211,149 Leasehold Improvements 5 1,391,432 236,251 Assets under construction N/A 10,957,417 8,872,695 42,317,434 34,127,218 Accumulated depreciation and impairment ( 8,610,287 ) ( 7,109,104 ) $ 33,707,147 $ 27,018,114 Depreciation expense was $ 860,686 and $ 362,054 for the three months ended June 30, 2022, and June 30, 2021, respectively, and $ 1,615,643 and $ 723,827 f or the six months ended June 30, 2022 and 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. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 8. Intangible assets and goodwill Intangible assets consist of the following: Useful life As of (years) June 30, December 31, Patents 5 - 10 $ 35,082,871 $ 7,839,182 Trademarks N/A 129,326 132,636 Developed technology 20 14,690,362 14,931,377 Customer contract 5 10,088,468 10,253,983 59,991,027 33,157,178 Accumulated amortization ( 5,845,560 ) ( 4,185,354 ) $ 54,145,467 $ 28,971,824 Amortization expense was $ 960,508 and $ 221,629 for the three months ended June 30, 2022, and 2021, respectively, and $ 1,878,520 and $ 450,057 for the six months ended June 30, 2022 and 2021 respectively. Patent additions include a provisional amount of $ 6.8 million in acquired patents as part of the PAL acquisition, subject to change, and $ 21.5 million in acquired patents as part of the Optodot acquisition, subject to change. Goodwill Goodwill at December 31, 2021 $ 240,376,634 Business combination 42,343,553 Effect of foreign exchange on goodwill ( 1,191,007 ) Goodwill at June 30, 2022 $ 281,529,180 Goodwill additions include a provisional amount of $ 10.2 million as part of the PAL acquisition, subject to change, and $ 32.2 million as part of the Optodot acquisition, subject to change. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-term debt | 9. Long-term debt As of June 30, December 31, ACOA Business Development Program (“BDP”) 2012 interest-free loan 1 with a maximum contribution of CA$ 500,000 , repayable in monthly repayments commencing October 1, 2015 of CA$ 5,952 until June 1, 2023 . Loan repayments were temporarily paused effective April 1, 2020 until January 1, 2021 as a result of the COVID-19 outbreak. As of June 30, 2022, the amount drawn down on the loan, net of repayments, is CA$ 71,429 (December 31, 2021 - CA$ 107,143 ). $ 53,556 $ 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 of June 30, 2022, the amount drawn down on the loan is CA$ 2,924,615 (December 31, 2021 - CA$ 2,924,615 ). 1,745,793 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 of June 30, 2022, the amount drawn down on the loan, net of repayments, is CA$ 2,593,750 (December 31, 2021 - CA$ 2,781,250 ). 1,248,138 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 of June 30, 2022, the amount drawn down on the loan, net of repayments, is CA$ 81,944 (December 31, 2021 - CA$ 90,278 ). 39,036 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 of June 30, 2022, the amount drawn down on the loan is CA$ 390,000 (December 31, 2021 - CA$ 390,000 ). 140,839 120,154 3,227,362 3,228,449 Less: current portion 976,393 491,278 $ 2,250,969 $ 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 and six months ended June 30, 2022 of nil and $ 3,047 , respectively (three months and six months ended June 30, 2021 were $ 36,849 and $ 73,306 , respectively) as government assistance in the condensed consolidated interim statements of operations and comprehensive loss. As of June 30, 2022, the portion recorded as deferred government assistance is amortized in full. |
Capital Stock
Capital Stock | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | 10. 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 six months ended June 30, 2022, 1,988,617 warrants were exercised to purchase 1,623,700 common shares where most warrant holders elected cashless exercise and consequently, the difference of 364,929 shares was withheld to cover the exercise cost. During th e six months ended June 30, 2022, 1,132,277 stock options were exercised to purchase an equal number of com mon shares. During th e six months ended June 30, 2022, we issued 9,677,419 common stock as consideration in relation to the PAL acquisition and 26,766,265 as consideration in relation to the Optodot acquisition (note 3). Registered direct offering On June 24, 2022, we entered into a securities purchase agreement, as amended and restated on June 27, 2022, with certain institutional investors (the “SPA”) for the purchase and sale in a registered direct offering of 37,037,039 shares of our common stock at a purchase price of $ 1.35 per share and warrants to purchase 37,037,039 shares at an exercise price of $ 1.75 per share. This resulted in gross proceeds from the offering of $ 50 million and net proceeds of $ 46.3 million. The gross proceeds were allocated between common stock and accompanying warrants based on their relative fair values. The fair value of common stock was calculated based on the closing share price on June 27, 2022 of $ 1.15 . The fair value of the warrants was estimated using the Black-Scholes option pricing model. Accordingly, we have allocated $ 27.9 million as the fair value of common stock and $ 18.5 million as the fair value of warrants. The warrants are exercisable six months after the date of issuance, expire five and a half years from the date of issuance and have an exercise price of $ 1.75 per share of common stock. We have evaluated the warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. We have concluded that the warrants are considered indexed to our common shares and as such they have been classified as equity. Warrants The following table summarizes the changes in our warrants: Six months ended June 30, 2022 Number of warrants (#) Amount Outstanding, December 31, 2021 5,264,959 $ 6,957,974 Issued 37,337,039 18,714,297 Exercised ( 1,988,617 ) ( 251,860 ) Expired ( 692,462 ) ( 101,211 ) Outstanding, June 30, 2022 39,920,919 $ 25,319,200 On June 27, 2022, we issued 37,037,039 warrants exercisable six months after the date of issuance, expire five and a half years from the date of issuance and have an exercise price of $ 1.75 per share of common stock as part of the registered direct offering. On May 10, 2022, our Board of Directors approved a grant to a non-employee of 300,000 fully vested warrants, which have a 5-year term. The warrants have an exercise price of $ 1.18 per share, based on the closing price of our common stock on May 10, 2022. Correction of prior period immaterial error During Q3 2021, we determined that an error had been made in the prior period condensed consolidated interim financial statements for the period ended June 30, 2021. Previously granted warrants issued to an external consultant should have resulted in an expense being recorded (with the corresponding offset being recorded to Additional Paid-in Capital) in the amount of $ 701,910 in the condensed consolidated interim financial statements for the three and six months ended June 30, 2021. We have concluded that the error is immaterial to the previously issued condensed consolidated interim financial statements for the three and six months ended June 30, 2021, and have disclosed below the impact of the error to associated financial statement captions: • General & Administrative expense should have been $ 3,847,278 and $ 6,440,162 for the three and six months ended June 30, 2021 (previously reported as $ 3,145,368 and $ 5,738,252 respectively); • Net loss should have been $ 5,883,303 and $ 50,041,822 for the three and six months ended June 30, 2021 (previously reported as $ 5,181,393 and $ 49,339,912 respectively); and • Additional Paid-in Capital should have been $ 454,961,102 (previously reported as $ 454,259,192 ). The fair value of warrants issued were estimated using the Black-Scholes option pricing model and have the following inputs and assumptions: Six months ended June 30, 2022 Weighted average Grant date fair value 0.53 Weighted average expected volatility 89 % Weighted average risk-free interest rate 3.18 % Weighted average expected life of the warrants 5.00 |
Share-Based Payments
Share-Based Payments | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based payments | 11. 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 June 30, 2022, there were 3,647,026 outstanding DSUs. There were no new DSUs issued, no DSUs exercised and no DSUs expired during the six months ended June 30, 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 Six Months Ended June 30, June 30, 2022 2021 2022 2021 Cost of sales $ 157,818 - $ 208,471 - Selling & marketing 114,707 - 130,200 - General & administrative 396,997 - 517,162 - Research & development 1,096,021 - 1,193,232 - $ 1,765,543 - $ 2,049,065 - The following table summarizes the change in outstanding RSUs: Number of Weighted Outstanding, December 31, 2021 300,000 $ 6.43 Granted 6,445,652 1.50 Awards forfeited ( 97,468 ) 1.77 Outstanding, June 30, 2022 6,648,184 $ 1.72 Vested, June 30, 2022 960,235 $ 2.83 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 and comprehensive loss was as follows: Three months ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Selling & marketing $ 60,622 $ 9,690 $ 65,015 $ 20,959 General & administrative 985,932 104,727 4,269,400 348,617 Research & development 815,669 110,507 1,239,727 282,142 $ 1,862,223 $ 224,924 $ 5,574,142 $ 651,718 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 11,193,297 1.74 Forfeited ( 56,201 ) 0.27 Exercised ( 1,132,277 ) 0.27 Outstanding, June 30, 2022 31,409,460 $ 0.86 $ 9.02 $ 14,395,531 X Exercisable, June 30, 2022 21,820,803 $ 0.80 $ 8.29 $ 11,540,092 Below is a summary of the outstanding options as of June 30, 2022 and December 31, 2021: June 30, December 31, 2022 2021 Exercise price Number outstanding Number exercisable Number outstanding Number exercisable $ 0.12 518,112 518,113 518,112 518,112 0.15 369,000 369,000 369,000 369,000 0.27 17,879,051 14,121,894 19,067,529 10,893,918 1.00 375,000 375,000 375,000 325,000 1.17 1,730,138 367,843 — — 1.21 1,219,120 552,752 — — 1.51 741,987 741,987 — — 1.58 5,107,941 1,305,103 — — 1.97 1,894,111 1,894,111 — — 2.00 1,075,000 1,075,000 1,075,000 1,125,000 3.47 200,000 200,000 — — 7.96 300,000 300,000 — — 31,409,460 21,820,803 21,404,641 13,231,030 The fair value of options granted was estimated at the grant date using the following weighted-average assumptions: Six months ended June 30, Grant date fair value 0.92 Weighted average expected volatility 83 % Weighted average risk-free interest rate 2.16 % Weighted average expected life of the options 4.67 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 | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income taxes We estimate our annual effective income tax rate in recording our quarterly provision for income taxes in the various jurisdictions in which we operate. 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 and six months ended June 30, 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 and six month ended June 30, 2022 and 2021 as follows: Three months ended Six months ended June 30, June 30, 2022 2021 2022 2021 Deferred tax recovery $ 109,985 $ 57,847 $ 109,985 $ 102,526 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 | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net loss per share | 13. 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 Six months ended June 30, June 30, 2022 2021 2022 2021 Numerator: Net loss $ ( 20,982,758 ) $ ( 5,883,303 ) $ ( 39,417,299 ) $ ( 50,041,822 ) Denominator: Weighted-average shares, basic 301,488,660 197,911,144 293,481,943 183,485,933 Weighted-average shares, diluted 301,488,660 197,911,144 293,481,943 183,485,933 Net loss per share Basic $ ( 0.07 ) $ ( 0.03 ) $ ( 0.13 ) $ ( 0.27 ) Diluted $ ( 0.07 ) $ ( 0.03 ) $ ( 0.13 ) $ ( 0.27 ) 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 Six months ended June 30, June 30, 2022 2021 1 2022 2021 1 Options 31,409,460 25,529,765 31,409,460 25,529,765 Warrants 39,920,919 3,270,774 39,920,919 3,270,774 DSUs 3,647,026 3,455,224 3,647,026 3,455,224 RSUs 6,648,184 - 6,648,184 - 81,625,589 32,255,763 81,625,589 32,255,763 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 | 6 Months Ended |
Jun. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Additional Cash Flow Information | 14. Additional cash flow information The net changes in non-cash working capital balances related to operations consist of the following: Six months ended June 30, 2022 2021 Grants receivable $ 125,558 $ ( 74,552 ) Inventory ( 34,752 ) 104,540 Other receivables ( 67,162 ) ( 37,092 ) Prepaid expenses 418,244 ( 135,402 ) Other current assets ( 1,103,385 ) 5,830 Trade payables ( 1,603,016 ) 514,644 Due from related party ( 108,102 ) ( 17,839 ) Operating lease Right-of-use Asset ( 231 ) 408,201 Operating lease liabilities ( 159,043 ) ( 9,949 ) $ ( 2,531,889 ) $ 758,381 |
Fair value measurements
Fair value measurements | 6 Months Ended |
Jun. 30, 2022 | |
Financial Instruments Disclosure [Abstract] | |
Fair value measurements | 15. 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 as level 3 as the fair value of the O&G assets was estimated by obtaining a valuation study performed by a third-party valuator and an engineering reserve report. The fair value of the preferred stock liability is classified as level 3 since the fair value measurement of the oil and natural gas properties forms the basis for the fair value measurement of the preferred stock liability as of June 30, 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 of the reporting date. Carrying values and fair values of financial instruments that are not carried at fair value are as follows: June 30, December 31, Financial liability Carrying value Fair value Carrying value Fair value Funding obligation $ 291,034 $ 167,589 $ 268,976 $ 170,338 Operating lease liabilities 4,281,850 5,733,407 4,370,635 6,149,369 Long-term debt 3,227,362 2,094,902 3,228,449 2,303,648 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 16. 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 Six months ended June 30, June 30, 2022 2021 2022 2021 Product sales $ 334,113 $ 1,953 $ 502,240 $ 24,000 Contract revenue 1 2,989,614 545,547 5,696,182 954,467 Other development revenue — 76,820 100,000 242,156 Development revenue 2,989,614 622,367 5,796,182 1,196,623 $ 3,323,727 $ 624,320 $ 6,298,422 $ 1,220,623 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 and six months ended June 30, 2022, revenue from one customer accounted for $ 3.2 million or 97 % and $ 5.9 million or 94 % respectively of total revenue. We currently derive a significant portion of our revenue from contract services with a G10 central bank. In 2021, we acquired 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 and six months ended June 30, 2021, we had one customer that accounted for $ 377,637 or 60 % and $ 622,866 or 51 % respectively of total revenue. |
Deferred Revenue
Deferred Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue | 17. Deferred Revenue Deferred revenue consists of the following: June 30, December 31, Satair A/S-exclusive rights $ 655,599 $ 717,615 Satair A/S-advance against PO 483,005 490,929 LM Aero-MetaSOLAR commercialization — 92,698 US Deferred Revenue 75,000 75,000 Innovate UK-R&D tax credit 16,726 18,588 Other deferred revenue — 21,910 1,230,330 1,416,740 Less current portion 675,591 779,732 $ 554,739 $ 637,008 |
Loss on financial instruments,
Loss on financial instruments, net | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Loss on financial instruments, net | 18. Loss on financial instruments, net Three months ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Loss on unsecured convertible promissory notes – Bridge loan $ — $ — $ — $ ( 19,163,417 ) Gain on unsecured convertible promissory notes – Torchlight notes — ( 535,170 ) — ( 343,197 ) Loss on secured convertible debentures — — — ( 16,957,029 ) Loss on unsecured convertible debentures — — — ( 4,076,448 ) $ — $ ( 535,170 ) $ — $ ( 40,540,091 ) |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | 19. Leases We entered into the following lease during the six months ended June 30, 2022: Burnaby lease expansion On February 25, 2022, we entered into an agreement to amend our 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 June 30, 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 Six Months Ended June 30, June 30, 2022 2021 2022 2021 Operating lease expense $ 443,263 $ 54,684 $ 885,720 $ 100,121 Short term lease expense 77,603 27,178 159,240 53,328 Variable and other lease expense 55,525 12,710 114,342 27,884 Total $ 576,391 $ 94,572 $ 1,159,302 $ 181,333 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 June 30, 2022: Remainder of 2022 $ 558,495 2023 1,204,941 2024 1,208,381 2025 1,090,376 2026 937,583 Thereafter 2,851,409 Total minimum lease payments 7,851,185 Less: interest ( 3,569,335 ) Present value of net minimum lease payments 4,281,850 Less: current portion of lease liabilities ( 836,683 ) Total long-term lease liabilities $ 3,445,167 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 20. 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. The parties attended mediation on June 15, 2022, that was unsuccessful in resolving the case. The parties are now engaged in discovery and plan to take depositions of fact and expert witnesses. Management is open to an agreed resolution is such an agreement can be reached but is prepared to proceed to trial on the claims. 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 July 15, 2022, the Court consolidated these actions under the caption In re Meta Materials Inc. Securities Litigation, No. 1:21-cv-07203, appointed lead plaintiffs and approved the lead plaintiffs’ selection of lead counsel. We anticipate that the lead plaintiffs will file a consolidated complaint in the near future. 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. On July 25, 2022, WestPark Capital Group, LLC filed a complaint in Los Angeles County Superior Court against us for breach of contract, alleging that it is owed a $ 450,000 commission as a placement agent with respect to our June 2022 direct offering. We dispute that WestPark Capital Group placed the investor in the direct offering and is owed a commission. 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 de velopment revenue in the year ended December 31, 2021. As of June 30, 2022, Covestro has issued certificates of reduction totaling EUR 325,000 and the letter of credit had an outstanding amount of $ 287,399 (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/stand by letter of credit expires on October 5, 2022 . As of June 30, 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 orig inated. Royalties were $ Nil during the six months ended June 30, 2022 (2021 - $ 324 ). In 2014, we 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 of June 30, 2022 (December 31, 2021 - $ 197,016 ). f) Our product revenue associated with six acquired patents 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 six months ended June 30, 2022 (June 30, 2021 - $ Nil ). g) As of June 30, 2022, we had ongoing commitments for maintenance contracts and asset purchases as follows: Remainder of 2022 $ 852,311 2023 43,024 2024 3,054 $ 898,389 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent events Subsequent to June 30, 2022, 27,329 fully vested RSUs have been issued in common shares. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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. |
Acquisitions and Preferred St_2
Acquisitions and Preferred Stock Liability (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Plasma App Ltd [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Consideration | The preliminary allocation of consideration paid for the PAL acquisition is summarized as follows: Amount Fair value of common stock issued (1) $ 15,290,320 Fair value of deferred consideration (2) $ 1,698,925 $ 16,989,245 Net assets of Plasma App Ltd.: Cash and cash equivalents $ 13,822 Other assets 36,103 Intangibles 6,775,728 Goodwill 10,163,592 $ 16,989,245 (1) The fair value of the common stock issued or to be issued was determined by multiplying 9,677,419 shares, calculated as per the purchase agreement, by the closing share price on April 1, 2022 of $ 1.58 . We recognized $ 9,677 in common stock and $ 15,280,645 in additional paid in capital in the interim condensed consolidated statements of changes in stockholders' equity. (2) The estimated fair value of the deferred consideration on acquisition date was determined by multiplying 1,075,268 shares, calculated as per the purchase agreement, by the closing share price on April 1, 2022 of $ 1.58 . We recognized the full amount in additional paid in capital in the interim condensed consolidated statements of changes in stockholders' equity. |
Optodot Corporation [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Consideration | The preliminary allocation of consideration paid for the Optodot acquisition is summarized as follows: Amount Fair value of unrestricted common stock issued or to be issued (1) $ 41,791,115 Fair value of restricted common stock issued (2) 8,342,152 Cash consideration 3,500,000 Total consideration $ 53,633,267 Net assets of Optodot: Intangibles 21,453,306 Goodwill 32,179,961 $ 53,633,267 (1) The fair value of the unrestricted common stock issued or to be issued was determined by multiplying 22,348,190 shares, calculated as per the purchase agreement, by the closing share price on June 22, 2022 of $ 1.87 . We have issued 22,305,221 shares on the closing date of June 22, 2022 and 42,969 shares are yet to be issued. As of June 30, 2022, we recognized $ 22,305 in common stock and $ 41,768,810 in additional paid in capital in the interim condensed consolidated statements of changes in stockholders' equity. (2) The fair value of the restricted common stock issued was determined by multiplying 4,461,044 shares, calculated as per the purchase agreement, by the closing share price on June 22, 2022 of $ 1.87 . The restricted common stock is subject to vesting as follows: a) Two thirds or 2,974,029 shares shall be subject to the limitations on transfer until the earlier of (A) META's achievement of at least $ 5,000,000 in revenue, from any third-party source, to the extent resulting from the sale or license of Optodot IP during the year ended June 22, 2023 and (B) June 22, 2023; b) One third or 1,487,015 shares shall be subject to the limitations on transfer until the earlier of (A) META's achievement of at least $ 10,000,000 in revenue, from any third-party source, to the extent resulting from the sale or license of Optodot IP during the year ended June 22, 2024 and (B) June 22, 2024; |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Assets Held for Sales Disclosure [Abstract] | |
Schedule of Project Ownership | The Orogrande Project ownership as of June 30, 2022 is detailed as follows: Revenue Interest Working Interest University Lands - Mineral Owner 20.00 % n/a ORRI - Magdalena Royalties, LLC, an 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, an 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) | 6 Months Ended |
Jun. 30, 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: As of June 30, December 31, Raw materials $ 218,502 $ 196,868 Supplies 11,085 8,886 Work in process 48,182 30,636 Finished goods 17,083 29,328 Total inventory $ 294,852 $ 265,718 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property, plant and equipment consist of the following: Useful life As of (years) June 30, December 31, Land N/A $ 461,741 $ 469,317 Building 25 5,339,300 5,509,403 Computer equipment 3 - 5 395,020 262,320 Computer software 1 285,914 277,717 Manufacturing equipment 2 - 5 22,760,585 17,762,405 Office furniture 5 - 7 518,285 525,961 Enterprise Resource Planning software 5 207,740 211,149 Leasehold Improvements 5 1,391,432 236,251 Assets under construction N/A 10,957,417 8,872,695 42,317,434 34,127,218 Accumulated depreciation and impairment ( 8,610,287 ) ( 7,109,104 ) $ 33,707,147 $ 27,018,114 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangibles, Net | Intangible assets consist of the following: Useful life As of (years) June 30, December 31, Patents 5 - 10 $ 35,082,871 $ 7,839,182 Trademarks N/A 129,326 132,636 Developed technology 20 14,690,362 14,931,377 Customer contract 5 10,088,468 10,253,983 59,991,027 33,157,178 Accumulated amortization ( 5,845,560 ) ( 4,185,354 ) $ 54,145,467 $ 28,971,824 |
Schedule of Goodwill | Goodwill at December 31, 2021 $ 240,376,634 Business combination 42,343,553 Effect of foreign exchange on goodwill ( 1,191,007 ) Goodwill at June 30, 2022 $ 281,529,180 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long Term Debt | As of June 30, December 31, ACOA Business Development Program (“BDP”) 2012 interest-free loan 1 with a maximum contribution of CA$ 500,000 , repayable in monthly repayments commencing October 1, 2015 of CA$ 5,952 until June 1, 2023 . Loan repayments were temporarily paused effective April 1, 2020 until January 1, 2021 as a result of the COVID-19 outbreak. As of June 30, 2022, the amount drawn down on the loan, net of repayments, is CA$ 71,429 (December 31, 2021 - CA$ 107,143 ). $ 53,556 $ 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 of June 30, 2022, the amount drawn down on the loan is CA$ 2,924,615 (December 31, 2021 - CA$ 2,924,615 ). 1,745,793 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 of June 30, 2022, the amount drawn down on the loan, net of repayments, is CA$ 2,593,750 (December 31, 2021 - CA$ 2,781,250 ). 1,248,138 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 of June 30, 2022, the amount drawn down on the loan, net of repayments, is CA$ 81,944 (December 31, 2021 - CA$ 90,278 ). 39,036 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 of June 30, 2022, the amount drawn down on the loan is CA$ 390,000 (December 31, 2021 - CA$ 390,000 ). 140,839 120,154 3,227,362 3,228,449 Less: current portion 976,393 491,278 $ 2,250,969 $ 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 and six months ended June 30, 2022 of nil and $ 3,047 , respectively (three months and six months ended June 30, 2021 were $ 36,849 and $ 73,306 , respectively) as government assistance in the condensed consolidated interim statements of operations and comprehensive loss. As of June 30, 2022, the portion recorded as deferred government assistance is amortized in full. |
Capital Stock (Tables)
Capital Stock (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Class of Warrant or Right [Line Items] | |
Summary of Changes in Warrants | The following table summarizes the changes in our warrants: Six months ended June 30, 2022 Number of warrants (#) Amount Outstanding, December 31, 2021 5,264,959 $ 6,957,974 Issued 37,337,039 18,714,297 Exercised ( 1,988,617 ) ( 251,860 ) Expired ( 692,462 ) ( 101,211 ) Outstanding, June 30, 2022 39,920,919 $ 25,319,200 |
Summary of Fair Value of Warrants Issued Using Block-Scholes Option Pricing Model | The fair value of warrants issued were estimated using the Black-Scholes option pricing model and have the following inputs and assumptions: Six months ended June 30, 2022 Weighted average Grant date fair value 0.53 Weighted average expected volatility 89 % Weighted average risk-free interest rate 3.18 % Weighted average expected life of the warrants 5.00 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of change in outstanding share DSU | The following table summarizes the change in outstanding RSUs: Number of Weighted Outstanding, December 31, 2021 300,000 $ 6.43 Granted 6,445,652 1.50 Awards forfeited ( 97,468 ) 1.77 Outstanding, June 30, 2022 6,648,184 $ 1.72 Vested, June 30, 2022 960,235 $ 2.83 |
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 11,193,297 1.74 Forfeited ( 56,201 ) 0.27 Exercised ( 1,132,277 ) 0.27 Outstanding, June 30, 2022 31,409,460 $ 0.86 $ 9.02 $ 14,395,531 X Exercisable, June 30, 2022 21,820,803 $ 0.80 $ 8.29 $ 11,540,092 |
Summary of stock options outstanding | Below is a summary of the outstanding options as of June 30, 2022 and December 31, 2021: June 30, December 31, 2022 2021 Exercise price Number outstanding Number exercisable Number outstanding Number exercisable $ 0.12 518,112 518,113 518,112 518,112 0.15 369,000 369,000 369,000 369,000 0.27 17,879,051 14,121,894 19,067,529 10,893,918 1.00 375,000 375,000 375,000 325,000 1.17 1,730,138 367,843 — — 1.21 1,219,120 552,752 — — 1.51 741,987 741,987 — — 1.58 5,107,941 1,305,103 — — 1.97 1,894,111 1,894,111 — — 2.00 1,075,000 1,075,000 1,075,000 1,125,000 3.47 200,000 200,000 — — 7.96 300,000 300,000 — — 31,409,460 21,820,803 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: Six months ended June 30, Grant date fair value 0.92 Weighted average expected volatility 83 % Weighted average risk-free interest rate 2.16 % Weighted average expected life of the options 4.67 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 Six Months Ended June 30, June 30, 2022 2021 2022 2021 Cost of sales $ 157,818 - $ 208,471 - Selling & marketing 114,707 - 130,200 - General & administrative 396,997 - 517,162 - Research & development 1,096,021 - 1,193,232 - $ 1,765,543 - $ 2,049,065 - |
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 and comprehensive loss was as follows: Three months ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Selling & marketing $ 60,622 $ 9,690 $ 65,015 $ 20,959 General & administrative 985,932 104,727 4,269,400 348,617 Research & development 815,669 110,507 1,239,727 282,142 $ 1,862,223 $ 224,924 $ 5,574,142 $ 651,718 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary Of Deferred Tax Expense Benefit | Deferred tax recovery for the three and six month ended June 30, 2022 and 2021 as follows: Three months ended Six months ended June 30, June 30, 2022 2021 2022 2021 Deferred tax recovery $ 109,985 $ 57,847 $ 109,985 $ 102,526 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 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 Six months ended June 30, June 30, 2022 2021 2022 2021 Numerator: Net loss $ ( 20,982,758 ) $ ( 5,883,303 ) $ ( 39,417,299 ) $ ( 50,041,822 ) Denominator: Weighted-average shares, basic 301,488,660 197,911,144 293,481,943 183,485,933 Weighted-average shares, diluted 301,488,660 197,911,144 293,481,943 183,485,933 Net loss per share Basic $ ( 0.07 ) $ ( 0.03 ) $ ( 0.13 ) $ ( 0.27 ) Diluted $ ( 0.07 ) $ ( 0.03 ) $ ( 0.13 ) $ ( 0.27 ) |
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 Six months ended June 30, June 30, 2022 2021 1 2022 2021 1 Options 31,409,460 25,529,765 31,409,460 25,529,765 Warrants 39,920,919 3,270,774 39,920,919 3,270,774 DSUs 3,647,026 3,455,224 3,647,026 3,455,224 RSUs 6,648,184 - 6,648,184 - 81,625,589 32,255,763 81,625,589 32,255,763 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) | 6 Months Ended |
Jun. 30, 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: Six months ended June 30, 2022 2021 Grants receivable $ 125,558 $ ( 74,552 ) Inventory ( 34,752 ) 104,540 Other receivables ( 67,162 ) ( 37,092 ) Prepaid expenses 418,244 ( 135,402 ) Other current assets ( 1,103,385 ) 5,830 Trade payables ( 1,603,016 ) 514,644 Due from related party ( 108,102 ) ( 17,839 ) Operating lease Right-of-use Asset ( 231 ) 408,201 Operating lease liabilities ( 159,043 ) ( 9,949 ) $ ( 2,531,889 ) $ 758,381 |
Fair value measurements (Tables
Fair value measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Financial Instruments Disclosure [Abstract] | |
Summary of Fair Value of Financial Instruments | Carrying values and fair values of financial instruments that are not carried at fair value are as follows: June 30, December 31, Financial liability Carrying value Fair value Carrying value Fair value Funding obligation $ 291,034 $ 167,589 $ 268,976 $ 170,338 Operating lease liabilities 4,281,850 5,733,407 4,370,635 6,149,369 Long-term debt 3,227,362 2,094,902 3,228,449 2,303,648 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue Disaggregated | Revenue is disaggregated as follows: Three months ended Six months ended June 30, June 30, 2022 2021 2022 2021 Product sales $ 334,113 $ 1,953 $ 502,240 $ 24,000 Contract revenue 1 2,989,614 545,547 5,696,182 954,467 Other development revenue — 76,820 100,000 242,156 Development revenue 2,989,614 622,367 5,796,182 1,196,623 $ 3,323,727 $ 624,320 $ 6,298,422 $ 1,220,623 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. |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Revenue Disclosure [Abstract] | |
Summary Of Deferred Revenue | Deferred revenue consists of the following: June 30, December 31, Satair A/S-exclusive rights $ 655,599 $ 717,615 Satair A/S-advance against PO 483,005 490,929 LM Aero-MetaSOLAR commercialization — 92,698 US Deferred Revenue 75,000 75,000 Innovate UK-R&D tax credit 16,726 18,588 Other deferred revenue — 21,910 1,230,330 1,416,740 Less current portion 675,591 779,732 $ 554,739 $ 637,008 |
Loss on financial instruments_2
Loss on financial instruments, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Loss on Financial Instruments, Net | Three months ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Loss on unsecured convertible promissory notes – Bridge loan $ — $ — $ — $ ( 19,163,417 ) Gain on unsecured convertible promissory notes – Torchlight notes — ( 535,170 ) — ( 343,197 ) Loss on secured convertible debentures — — — ( 16,957,029 ) Loss on unsecured convertible debentures — — — ( 4,076,448 ) $ — $ ( 535,170 ) $ — $ ( 40,540,091 ) |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 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 Six Months Ended June 30, June 30, 2022 2021 2022 2021 Operating lease expense $ 443,263 $ 54,684 $ 885,720 $ 100,121 Short term lease expense 77,603 27,178 159,240 53,328 Variable and other lease expense 55,525 12,710 114,342 27,884 Total $ 576,391 $ 94,572 $ 1,159,302 $ 181,333 |
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 June 30, 2022: Remainder of 2022 $ 558,495 2023 1,204,941 2024 1,208,381 2025 1,090,376 2026 937,583 Thereafter 2,851,409 Total minimum lease payments 7,851,185 Less: interest ( 3,569,335 ) Present value of net minimum lease payments 4,281,850 Less: current portion of lease liabilities ( 836,683 ) Total long-term lease liabilities $ 3,445,167 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary Of Commitments For Maintenance Contracts And Asset Purchases | g) As of June 30, 2022, we had ongoing commitments for maintenance contracts and asset purchases as follows: Remainder of 2022 $ 852,311 2023 43,024 2024 3,054 $ 898,389 |
Corporate Information - Additio
Corporate Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Arrangement Agreement [Member] | Torchlight [Member] | |
Date of acquisition agreement | Dec. 14, 2020 |
Acquisitions and Preferred St_3
Acquisitions and Preferred Stock Liability - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 22, 2022 USD ($) $ / shares shares | Apr. 01, 2022 USD ($) $ / shares shares | Oct. 05, 2021 USD ($) | Jun. 28, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Oct. 05, 2021 $ / shares | |
Business Acquisition [Line Items] | ||||||||||
Goodwill | $ 281,529,180 | $ 281,529,180 | $ 240,376,634 | |||||||
Revenue | 3,323,727 | $ 624,320 | 6,298,422 | $ 1,220,623 | ||||||
Loss from operations | (19,641,982) | (5,156,188) | $ (37,051,037) | (9,329,019) | ||||||
Former Security Holders Of Meta [Member] | Meta [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Equity method investment, ownership percentage | 70% | |||||||||
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. 05, 2021 | |||||||||
Percentage of voting equity interests acquired | 100% | |||||||||
Business acquisition share price | $ / shares | $ 1.25 | |||||||||
Business combination total consideration transferred value | $ 72,100,000 | |||||||||
Goodwill | $ 27,000,000 | |||||||||
Plasma App Ltd [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition effective date | Apr. 01, 2022 | |||||||||
Percentage of voting equity interests acquired | 100% | |||||||||
Business combination total consideration transferred value | $ 16,989,245 | |||||||||
Transaction costs | 400,000 | |||||||||
Goodwill | $ 10,163,592 | |||||||||
Losses from the acquisition | (100,000) | |||||||||
Revenue | 0 | 65,680 | $ 0 | 65,680 | ||||||
Loss from operations | (400,000) | (27,334) | (259,641) | 12,861 | ||||||
Plasma App Ltd [Member] | Common Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition share price | $ / shares | $ 1.58 | |||||||||
Number of shares issued as consideration for acquisition | shares | 9,677,419 | |||||||||
Value of shares issued as consideration for acquisition | $ 18,000,000 | |||||||||
Weighted average price of stock issued pursuant to acquisitions | $ / shares | $ 1.86 | |||||||||
Value of deferred stock to be issued pursuant to acquisitions | $ 2,000,000 | |||||||||
Weighted Average Price of Deferred Stock to be Issued Pursuant to Acquisitions | $ / shares | $ 1.86 | |||||||||
Number of shares to be issued as deferred consideration | shares | 1,075,268 | |||||||||
Weighted average price of stock to be issued pursuant to deferred consideration of acquisition | $ / shares | $ 1.86 | |||||||||
Plasma App Ltd [Member] | Maximum [Member] | Common Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Value of deferred stock to be issued pursuant to acquisitions | $ 2,000,000 | |||||||||
Value of stock to be issued pursuant to deferred consideration of acquisition | 2,000,000 | |||||||||
Plasma App Ltd [Member] | Minimum [Member] | Common Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Value of stock to be issued pursuant to deferred consideration of acquisition | $ 20,000 | |||||||||
Optodot Corporation [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition effective date | Jun. 22, 2022 | |||||||||
Business combination total consideration transferred value | $ 53,633,267 | |||||||||
Cash payment | 3,500,000 | |||||||||
Transaction costs | 300,000 | |||||||||
Goodwill | $ 32,179,961 | |||||||||
Losses from the acquisition | 30,000 | |||||||||
Revenue | 37,351 | 119,340 | 41,871 | 235,381 | ||||||
Loss from operations | $ (318,702) | $ (387,182) | $ (772,395) | $ (730,015) | ||||||
Optodot Corporation [Member] | Restricted Common Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition share price | $ / shares | $ 1.87 | |||||||||
Number of shares issued as consideration for acquisition | shares | 4,461,044 | |||||||||
Value of shares issued as consideration for acquisition | $ 7,500,000 | |||||||||
Optodot Corporation [Member] | Common Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition share price | $ / shares | $ 1.87 | |||||||||
Number of shares issued as consideration for acquisition | shares | 22,348,190 | |||||||||
Value of shares issued as consideration for acquisition | $ 37,500,000 |
Acquisitions and preferred st_4
Acquisitions and preferred stock liability - Schedule of Acquisition (Details) - USD ($) | Jun. 22, 2022 | Apr. 01, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 281,529,180 | $ 240,376,634 | ||
Plasma App Ltd [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of common stock issued | $ 15,290,320 | |||
Fair value of deferred consideration | 1,698,925 | |||
Business combination, consideration transferred | 16,989,245 | |||
Cash and cash equivalents | 13,822 | |||
Other assets | 36,103 | |||
Intangibles | 6,775,728 | |||
Goodwill | 10,163,592 | |||
Net assets | 16,989,245 | |||
Plasma App Ltd [Member] | Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of common stock issued | 9,677 | |||
Optodot Corporation [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 3,500,000 | |||
Business combination, consideration transferred | 53,633,267 | |||
Intangibles | 21,453,306 | |||
Goodwill | 32,179,961 | |||
Net assets | 53,633,267 | |||
Optodot Corporation [Member] | Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of common stock issued | 41,791,115 | 22,305 | ||
Optodot Corporation [Member] | Additional Paid-in Capital [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of common stock issued | $ 15,280,645 | $ 41,768,810 | ||
Optodot Corporation [Member] | Restricted Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of common stock issued | $ 8,342,152 |
Acquisitions and preferred st_5
Acquisitions and preferred stock liability - Schedule of Acquisition (Details) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 22, 2022 | Apr. 01, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Stock issued pursuant to acquisitions | [1] | 36,443,684 | 82,813,994 | 36,443,684 | 82,813,994 | ||
Plasma App Ltd. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of common stock issued | $ 15,290,320 | ||||||
Plasma App Ltd. [Member] | Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common stock issued or issuable | 9,677,419 | ||||||
Share Price | $ 1.58 | ||||||
Fair value of common stock issued | $ 9,677 | ||||||
Number of shares to be issued as deferred consideration | 1,075,268 | ||||||
Optodot Corporation [Member] | Restricted Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common stock issued or issuable | 4,461,044 | ||||||
Share Price | $ 1.87 | ||||||
Fair value of common stock issued | $ 8,342,152 | ||||||
Minimum required milestone revenue for vesting of tranche one | 5,000,000 | ||||||
Minimum required milestone revenue for vesting of tranche two | $ 10,000,000 | ||||||
Optodot Corporation [Member] | Restricted Common Stock [Member] | Tranche One [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares to be vested upon revenue mile stone achieved | 2,974,029 | ||||||
Percentage of shares to be vested upon revenue milestone achieved | 66.66% | ||||||
Optodot Corporation [Member] | Restricted Common Stock [Member] | Tranche Two [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares to be vested upon revenue mile stone achieved | 1,487,015 | ||||||
Percentage of shares to be vested upon revenue milestone achieved | 33.33% | ||||||
Optodot Corporation [Member] | Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common stock issued or issuable | 22,348,190 | ||||||
Share Price | $ 1.87 | ||||||
Fair value of common stock issued | $ 41,791,115 | $ 22,305 | $ 22,305 | ||||
Stock issued pursuant to acquisitions | 22,305,221 | ||||||
Stock to be issued pursuant to acquisition | 42,969 | ||||||
Optodot Corporation [Member] | Additional Paid-in Capital [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of common stock issued | $ 15,280,645 | $ 41,768,810 | $ 41,768,810 | ||||
[1] Retroactively restated from the earliest period presented for the Torchlight RTO (“Reverse acquisition”) as described in Note 3 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Lamda Guard Technologies Ltd LGTL [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party, current | $ 9,527 | $ 10,657 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 Well | |
Property, Plant and Equipment [Line Items] | |||
Additional costs to ensure | $ 400,000 | $ 1,500,000 | |
Orogrande Project, West Texas [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Drilling obligation year 2022 | Well | 5 | ||
Drilling obligation year 2023 | Well | 5 | ||
Fair value of property | 71,700,000 | ||
Orogrande Project, West Texas [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Implied enterprise value | 53,000,000 | 53,000,000 | |
Orogrande Project, West Texas [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Implied enterprise value | $ 108,700,000 | 108,700,000 | |
Hazel Project Property in Midland Basin [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Fair value of property | $ 0 |
Assets Held for Sale - Schedule
Assets Held for Sale - Schedule of Project Ownership (Details) - Orogrande Project, West Texas [Member] | Jun. 30, 2022 |
Schedule of Equity Method Investments [Line Items] | |
Revenue Interest | 100% |
Working Interest | 100% |
University Lands - Mineral Owner [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Revenue Interest | 20% |
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% |
Conversion by Note Holders in March, 2020 [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Revenue Interest | 4.50% |
Working Interest | 6% |
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 ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 218,502 | $ 196,868 |
Supplies | 11,085 | 8,886 |
Work in process | 48,182 | 30,636 |
Finished goods | 17,083 | 29,328 |
Total inventory | $ 294,852 | $ 265,718 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 42,317,434 | $ 34,127,218 |
Accumulated depreciation and impairment | (8,610,287) | (7,109,104) |
Property, Plant and Equipment, Net | 33,707,147 | 27,018,114 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 461,741 | 469,317 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 5,339,300 | 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 | $ 395,020 | 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 | $ 285,914 | 277,717 |
Property, Plant and Equipment, Useful Life | 1 year | |
Manufacturing equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 22,760,585 | 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 | $ 518,285 | 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 | $ 207,740 | 211,149 |
Property, Plant and Equipment, Useful Life | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,391,432 | 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 | $ 10,957,417 | $ 8,872,695 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 860,686 | $ 362,054 | $ 1,615,643 | $ 723,827 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Intangible Assets, Net (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 59,991,027 | $ 33,157,178 |
Accumulated amortization | (5,845,560) | (4,185,354) |
Intangibles, Net | 54,145,467 | 28,971,824 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 35,082,871 | 7,839,182 |
Patents [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Useful Life (years) | 10 years | |
Patents [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Useful Life (years) | 5 years | |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 129,326 | 132,636 |
Developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 14,690,362 | 14,931,377 |
Intangibles, Useful Life (years) | 20 years | |
Customer contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 10,088,468 | $ 10,253,983 |
Intangibles, Useful Life (years) | 5 years |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information - (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortisation expense | $ 960,508 | $ 221,629 | $ 1,878,520 | $ 450,057 |
Goodwill additions | 42,343,553 | |||
Optodot Acquisition [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill additions | 32,200,000 | |||
PAL [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill additions | 10,200,000 | |||
Patents [Member] | Optodot Acquisition [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Acquired intangible assets | 21,500,000 | |||
Patents [Member] | PAL [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Acquired intangible assets | $ 6,800,000 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Goodwill (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 240,376,634 |
Business combination | 42,343,553 |
Effect of foreign exchange on goodwill | (1,191,007) |
Goodwill, ending balance | $ 281,529,180 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long Term Debt (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 3,227,362 | $ 3,228,449 |
Long-Term Debt, Current Maturities | 976,393 | 491,278 |
Long-term Debt, Excluding Current Maturities | 2,250,969 | 2,737,171 |
ACOA Business Development Program ("BDP") 2012 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 53,556 | 80,390 |
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 1,745,793 | 1,666,764 |
ACOA BDP 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 1,248,138 | 1,319,130 |
ACOA BDP 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 39,036 | 42,011 |
ACOA Regional Relief and Recovery Fund ("RRRF") 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 140,839 | $ 120,154 |
Long-Term Debt - Summary of L_2
Long-Term Debt - Summary of Long Term Debt (Parenthetical) (Details) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2022 CAD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 CAD ($) | Dec. 31, 2021 CAD ($) | |
Debt Instrument [Line Items] | |||||||
Revenues | $ 3,323,727 | $ 624,320 | $ 6,298,422 | $ 1,220,623 | |||
ACOA Business Development Program ("BDP") 2012 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long term debt maturity date | Jun. 01, 2023 | Jun. 01, 2023 | Jun. 01, 2023 | ||||
Debt annual principal repayments commencement date | Oct. 01, 2015 | Oct. 01, 2015 | |||||
Maximum contribution | $ 500,000 | ||||||
Principal periodic payment | $ 5,952 | ||||||
Frequency of payment | monthly | monthly | |||||
Amount drawn down | 71,429 | $ 107,143 | |||||
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt annual principal repayments commencement date | Jun. 01, 2021 | Jun. 01, 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% | 0% | |||||
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% | 5% | |||||
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% | 1% | |||||
Revenues | $ 1,000,000 | ||||||
ACOA BDP 2018 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long term debt maturity date | May 01, 2029 | May 01, 2029 | May 01, 2029 | ||||
Debt annual principal repayments commencement date | Jun. 01, 2021 | Jun. 01, 2021 | |||||
Maximum contribution | $ 3,000,000 | ||||||
Principal periodic payment | $ 31,250 | ||||||
Frequency of payment | monthly | monthly | |||||
Deferred government assistance | $ 425,872 | $ 425,872 | |||||
Amortization of deferred government assistance | $ 0 | $ 36,849 | $ 3,047 | $ 73,306 | |||
Long Term debt cumulative drawdown amount | $ 2,593,750 | 2,781,250 | |||||
ACOA BDP 2019 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long term debt maturity date | May 01, 2027 | May 01, 2027 | May 01, 2027 | ||||
Debt annual principal repayments commencement date | Jun. 01, 2021 | Jun. 01, 2021 | |||||
Maximum contribution | $ 100,000 | ||||||
Principal periodic payment | $ 1,400 | ||||||
Frequency of payment | monthly | monthly | |||||
Long Term debt cumulative drawdown amount | $ 81,944 | 90,278 | |||||
ACOA Regional Relief and Recovery Fund ("RRRF") 2020 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long term debt maturity date | Apr. 01, 2026 | Apr. 01, 2026 | Apr. 01, 2026 | ||||
Debt annual principal repayments commencement date | Apr. 01, 2023 | Apr. 01, 2023 | |||||
Maximum contribution | $ 390,000 | ||||||
Principal periodic payment | $ 11,000 | ||||||
Frequency of payment | monthly | monthly | |||||
Long Term debt cumulative drawdown amount | $ 390,000 | $ 390,000 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 27, 2022 USD ($) $ / shares shares | May 10, 2022 $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares | ||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | shares | 1,000,000,000 | 1,000,000,000 | ||||||
Common stock, shares par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Options exercised to purchase equal number of common shares | shares | 1,132,277 | |||||||
Warrant expiration term | 5 years 6 months | |||||||
Issuance of warrants | $ | $ 701,910 | $ 701,910 | ||||||
Error Correction, Previously Immaterial | true | true | ||||||
General and administrative expenses | $ | $ 14,469,879 | $ 3,847,278 | $ 29,067,792 | $ 6,440,162 | ||||
Net loss | $ | [1] | (20,982,758) | (5,883,303) | (39,417,299) | (50,041,822) | |||
Additional paid-in capital | $ | $ 585,045,778 | 454,961,102 | $ 585,045,778 | 454,961,102 | $ 463,136,404 | |||
Previously Reported [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
General and administrative expenses | $ | 3,145,368 | 5,738,252 | ||||||
Net loss | $ | (5,181,393) | (49,339,912) | ||||||
Additional paid-in capital | $ | $ 454,259,192 | $ 454,259,192 | ||||||
Non-Employee [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of securities called by warrant | shares | 300,000 | |||||||
Warrants exercise price | $ / shares | $ 1.18 | |||||||
Warrant expiration term | 5 years | |||||||
Securities Purchase Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of securities called by warrant | shares | 37,037,039 | |||||||
Warrants exercise price | $ / shares | $ 1.75 | |||||||
Gross proceeds from issuance of common stock | $ | $ 50,000,000 | |||||||
Proceeds from Issuance of Common Stock | $ | $ 46,300,000 | |||||||
Closing share price before offering date | $ / shares | $ 1.15 | |||||||
Warrants fair value | $ | $ 18,500,000 | |||||||
Warrant expiration term | 5 years 6 months | |||||||
Prior to Completion of the CPM RTO [Member] | Torch Light Conversion Ratio [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, coversion ratio | 1.845 | |||||||
Prior to Completion of the CPM RTO [Member] | Common Stock Shares Issued pre-Torchlight RTO [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 | shares | [1] | 402,028 | 235,199 | 1,132,277 | 413,919 | |||
Warrants exercise price | $ / shares | $ 1.75 | |||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued | shares | 37,037,039 | |||||||
Purchase price of per share | $ / shares | $ 1.35 | |||||||
Warrants exercise price | $ / shares | $ 1.75 | |||||||
Common stock fair value | $ | $ 27,900,000 | |||||||
Common Stock [Member] | Plasma Acquisition [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued as consideration for acquisition | shares | 9,677,419 | |||||||
Common Stock [Member] | Optodot Acquisition [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued as consideration for acquisition | shares | 26,766,265 | |||||||
Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants exercised to purchase common shares | shares | 1,988,617 | |||||||
Difference shares withheld to cover exercise cost | shares | 364,929 | |||||||
Number of securities called by warrant | shares | 37,037,039 | 1,623,700 | 1,623,700 | |||||
[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 Warrants (Details) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2022 USD ($) shares | |
Class of Warrant or Right [Line Items] | |
Balance, beginning of period, shares | shares | 5,264,959 |
Balance, beginning of period | $ | $ 6,957,974 |
Issued, shares | shares | 37,337,039 |
Issued | $ | $ 18,714,297 |
Exercised, shares | shares | (1,988,617) |
Exercised | $ | $ (251,860) |
Expired, Shares | shares | (692,462) |
Expired | $ | $ (101,211) |
Balance, end of period, shares | shares | 39,920,919 |
Balance, end of period | $ | $ 25,319,200 |
Capital Stock - Summary of Fair
Capital Stock - Summary of Fair Value of Warrants Issued Using Block-Scholes Option Pricing Model (Details) - Black-Scholes Option Pricing Model [Member] - Weighted Average [Member] | Jun. 30, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.53 |
Warrants and Rights Outstanding, Term | 5 years |
Risk free interest rate [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 3.18 |
Expected volatility [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 89 |
Share-Based Payments - Addition
Share-Based Payments - Additional Information (Details) - shares | 6 Months Ended | |
Jun. 30, 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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 1,765,543 | $ 2,049,065 | ||
Restricted Stock Units (RSUs) [Member] | Cost of Sales [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 157,818 | 208,471 | ||
Restricted Stock Units (RSUs) [Member] | Selling & Marketing | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 114,707 | 130,200 | ||
Restricted Stock Units (RSUs) [Member] | General & Administrative | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 396,997 | 517,162 | ||
Restricted Stock Units (RSUs) [Member] | Research & Development | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 1,096,021 | 1,193,232 | ||
Employee Stock Option Plan [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 1,862,223 | $ 224,924 | 5,574,142 | $ 651,718 |
Employee Stock Option Plan [Member] | Selling & Marketing | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 60,622 | 9,690 | 65,015 | 20,959 |
Employee Stock Option Plan [Member] | General & Administrative | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 985,932 | 104,727 | 4,269,400 | 348,617 |
Employee Stock Option Plan [Member] | Research & Development | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 815,669 | $ 110,507 | $ 1,239,727 | $ 282,142 |
Share-Based Payments - Summar_2
Share-Based Payments - Summary of change in outstanding share RSUs (Details) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
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 | 6,445,652 |
Awards forfeited | shares | (97,468) |
Outstanding, end of period, Number of RSUs | shares | 6,648,184 |
Vested, end of period, Number of RSUs | shares | 960,235 |
Outstanding, beginning of period, Weighted Average grant date fair value | $ / shares | $ 6.43 |
Granted, Weighted Average grant date fair value | $ / shares | 1.50 |
Awards forfeited, Weighted Average grant date fair value | $ / shares | 1.77 |
Outstanding, end of period, Weighted Average grant date fair value | $ / shares | 1.72 |
Vested, end of period, Weighted Average grant date fair value | $ / shares | $ 2.83 |
Share-Based Payments - Summar_3
Share-Based Payments - Summary of Change in Share Outstanding Options (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding, beginning of period, Number of Options | shares | 21,404,641 | |
Granted, Number of Options | shares | 11,193,297 | |
Forfeited, Number of Options | shares | (56,201) | |
Exercised, Number of Options | shares | (1,132,277) | |
Outstanding, end of period, Number of Options | shares | 31,409,460 | 21,404,641 |
Exercisable, end of period | shares | 21,820,803 | 13,231,030 |
Outstanding, beginning of period, Weighted Average exercise price per stock option | $ / shares | $ 0.36 | |
Granted, Weighted Average exercise price per stock option | $ / shares | 1.74 | |
Forfeited, Weighted Average exercise price per stock option | $ / shares | 0.27 | |
Exercised, Weighted Average exercise price per stock option | $ / shares | 0.27 | |
Outstanding, end of period, Weighted Average exercise price per stock option | $ / shares | 0.86 | $ 0.36 |
Exercisable, end of period | $ / shares | $ 0.80 | |
Outstanding, Weighted Average exercise remaining contractual term (years) | 9 years 7 days | 7 years 4 months 2 days |
Exercisable, Weighted Average exercise remaining contractual term (years) | 8 years 3 months 14 days | |
Outstanding, Aggregate intrinsic value | $ | $ 14,395,531 | $ 56,924,556 |
Exercisable, Aggregate intrinsic value | $ | $ 11,540,092 |
Share-Based Payments - Summar_4
Share-Based Payments - Summary of Stock Options Outstanding (Details) - shares | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 31,409,460 | 21,404,641 |
Number exercisable | 21,820,803 | 13,231,030 |
$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 |
$0.27 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 17,879,051 | 19,067,529 |
Number exercisable | 14,121,894 | 10,893,918 |
$1.00 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 375,000 | 375,000 |
Number exercisable | 375,000 | 325,000 |
$1.17 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 1,730,138 | |
Number exercisable | 367,843 | |
$1.21 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 1,219,120 | |
Number exercisable | 552,752 | |
$1.51 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 741,987 | |
Number exercisable | 741,987 | |
$1.58 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 5,107,941 | |
Number exercisable | 1,305,103 | |
$1.97 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 1,894,111 | |
Number exercisable | 1,894,111 | |
$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 |
$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 |
Share-Based Payments - Summar_5
Share-Based Payments - Summary of Stock Options Outstanding (Parenthetical) (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | $ 0.86 | $ 0.36 |
$0.27 [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 0.12 | 0.12 |
$0.12 [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 0.15 | 0.15 |
$0.15 [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 0.27 | 0.27 |
$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 |
$1.51 [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 1.51 | 1.51 |
$1.21 [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 1.21 | 1.21 |
$1.17 [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | $ 1.17 | $ 1.17 |
Share-Based Payments - Summar_6
Share-Based Payments - Summary of Fair Value Grant Using Weighted-Average Assumptions (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares | |
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | |
Grant date fair value | $ 0.92 |
Weighted average expected volatility | 83% |
Weighted average risk-free interest rate | 2.16% |
Weighted average expected life of the options | 4 years 8 months 1 day |
Income Taxes - Summary Of Defer
Income Taxes - Summary Of Deferred Tax Expense Benefit (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Deferred tax recovery | $ 109,985 | $ 57,847 | $ 109,985 | $ 102,526 |
Net Loss Per Share - Summary Ba
Net Loss Per Share - Summary Basic and Diluted Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Numerator: | |||||
Net loss | $ (20,982,758) | $ (5,883,303) | $ (39,417,299) | $ (50,041,822) | |
Denominator: | |||||
Weighted-average shares, basic | [1] | 301,488,660 | 197,911,144 | 293,481,943 | 183,485,933 |
Weighted-average shares, diluted | [1] | 301,488,660 | 197,911,144 | 293,481,943 | 183,485,933 |
Net loss per share | |||||
Basic | [1] | $ (0.07) | $ (0.03) | $ (0.13) | $ (0.27) |
Diluted | [1] | $ (0.07) | $ (0.03) | $ (0.13) | $ (0.27) |
[1] Retroactively restated for the six months ended June 30, 2021 for the Torchlight RTO (“Reverse Acquisition”) as described in Note 3 |
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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 81,625,589 | 32,255,763 | 81,625,589 | 32,255,763 |
Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 31,409,460 | 25,529,765 | 31,409,460 | 25,529,765 |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 39,920,919 | 3,270,774 | 39,920,919 | 3,270,774 |
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 | 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 | 6,648,184 | 6,648,184 |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share (Parenthetical) (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Torch Light Conversion Ratio [Member] | Prior to Completion of Torchlight RTO [Member] | |
Class of Stock [Line Items] | |
Common stock, coversion ratio | 1.845 |
Additional Cash Flow Informat_3
Additional Cash Flow Information - Summary of Cash Flow, Operating Capital (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Increase (Decrease) in Operating Capital [Abstract] | ||
Grants receivable | $ 125,558 | $ (74,552) |
Inventory | (34,752) | 104,540 |
Other receivables | (67,162) | (37,092) |
Prepaid expenses | 418,244 | (135,402) |
Other current assets | (1,103,385) | 5,830 |
Trade payables | (1,603,016) | 514,644 |
Due from related party | (108,102) | (17,839) |
Operating lease Right-of-use Asset | (231) | 408,201 |
Operating lease liabilities | (159,043) | (9,949) |
Total | $ (2,531,889) | $ 758,381 |
Fair value measurements - Summa
Fair value measurements - Summary of Fair Value of Financial Instruments (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Funding obligation | $ 291,034 | $ 268,976 |
Operating lease liabilities | 4,281,850 | 4,370,635 |
Long-term debt | 3,227,362 | 3,228,449 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Funding obligation | 167,589 | 170,338 |
Operating lease liabilities | 5,733,407 | 6,149,369 |
Long-term debt | $ 2,094,902 | $ 2,303,648 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 USD ($) Customer | Jun. 30, 2021 USD ($) Customer | Jun. 30, 2022 USD ($) Customer Segment | Jun. 30, 2021 USD ($) Customer | Dec. 31, 2021 USD ($) | ||
Disaggregation of Revenue [Line Items] | ||||||
Number of operating segment | Segment | 1 | |||||
Total revenue | $ 3,323,727 | $ 624,320 | $ 6,298,422 | $ 1,220,623 | ||
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 | 1 | 1 | ||
Total revenue | [1] | $ 2,989,614 | $ 545,547 | $ 5,696,182 | $ 954,467 | |
Contract revenue [Member] | One Customer [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total revenue | $ 3,200,000 | $ 377,637 | $ 5,900,000 | $ 622,866 | ||
Contract revenue [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Concentration risk, percentage | 97% | 60% | 94% | 51% | ||
[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 | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Disaggregation of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 3,323,727 | $ 624,320 | $ 6,298,422 | $ 1,220,623 | |
Product sales [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 334,113 | 1,953 | 502,240 | 24,000 | |
Contract revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 2,989,614 | 545,547 | 5,696,182 | 954,467 |
Other development revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 76,820 | 100,000 | 242,156 | ||
Development revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,989,614 | $ 622,367 | $ 5,796,182 | $ 1,196,623 | |
[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. |
Deferred Revenue - Summary of D
Deferred Revenue - Summary of Deferred Revenue (Detail) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred Revenue Arrangement [Line Items] | ||
Deferred Revenue | $ 1,230,330 | $ 1,416,740 |
Less current portion | 675,591 | 779,732 |
Deferred Revenue, Noncurrent | 554,739 | 637,008 |
Satair A/S-Exclusive Rights [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred Revenue | 655,599 | 717,615 |
Satair A/S-Advance Against PO [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred Revenue | 483,005 | 490,929 |
LM Aero-MetaSOLAR Commercialization [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred Revenue | 92,698 | |
US Deferred Revenue [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred Revenue | 75,000 | 75,000 |
Innovate UK-R&D Tax Credit [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred Revenue | $ 16,726 | 18,588 |
Other Deferred Revenue [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred Revenue | $ 21,910 |
Loss on financial instruments_3
Loss on financial instruments, net - Summary of Loss on Financial Instruments, Net (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
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 | $ (535,170) | (40,540,091) |
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 | $ 535,170 | $ 343,197 |
Leases - Additional Information
Leases - Additional Information (Details) | Feb. 25, 2022 ft² | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Operating lease right-of-use assets | $ 5,839,481 | $ 6,278,547 | |
Operating lease liability | 4,281,850 | ||
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. 01, 2022 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Lease, Cost [Abstract] | ||||
Operating lease expense | $ 443,263 | $ 54,684 | $ 885,720 | $ 100,121 |
Short term lease expense | 77,603 | 27,178 | 159,240 | 53,328 |
Variable and other lease expense | 55,525 | 12,710 | 114,342 | 27,884 |
Total | $ 576,391 | $ 94,572 | $ 1,159,302 | $ 181,333 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Payments Under Non-cancelable Operating Lease Obligations (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
Remainder of 2022 | $ 558,495 | |
2023 | 1,204,941 | |
2024 | 1,208,381 | |
2025 | 1,090,376 | |
2026 | 937,583 | |
Thereafter | 2,851,409 | |
Total minimum lease payments | 7,851,185 | |
Less: interest | (3,569,335) | |
Present value of net minimum lease payments | 4,281,850 | |
Less: current portion of lease liabilities | (836,683) | $ (663,861) |
Total long-term lease liabilities | $ 3,445,167 | $ 3,706,774 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 6 Months Ended | |||||||||
Jul. 25, 2022 USD ($) | Mar. 18, 2021 USD ($) | Apr. 30, 2020 USD ($) | Jun. 30, 2022 USD ($) Patent | Jun. 30, 2021 USD ($) | Jun. 30, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Jan. 29, 2021 EUR (€) | Jan. 29, 2021 CAD ($) | Dec. 31, 2018 USD ($) | |
Contractual obligation | $ 291,034 | $ 268,976 | ||||||||
Royalties | $ 0 | $ 0 | ||||||||
Number of patents | Patent | 6 | |||||||||
Cooperation Framework Agreement CFA [Member] | Letter of Credit [Member] | ||||||||||
Line of credit facility | $ 287,399 | € 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 | |||||||||
Simon Fraser University [Member] | ||||||||||
Sales royalty | 3% | |||||||||
Royalties | $ 0 | $ 324 | ||||||||
Prepaid royalties | 197,016 | $ 197,016 | ||||||||
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. 05, 2022 | |||||||||
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] | WestPark Capital Group, LLC [Member] | Subsequent Event [Member] | ||||||||||
Monetary relief, sought value | $ 450,000 | |||||||||
Breach of Contract [Member] | Cordax Evaluation Technologies [Member] | ||||||||||
Monetary relief, sought value | $ 104,500 | |||||||||
Nanotech Security Corp [Member] | ||||||||||
Contractual obligation | $ 898,389 | |||||||||
Remainder of 2022 | 852,311 | |||||||||
2023 | 43,024 | |||||||||
2024 | $ 3,054 | |||||||||
Revenue from Specific Customer [Member] | ||||||||||
Percentage share of revenue related to patents | 10% | |||||||||
Number of years revenue shared | 2 years | |||||||||
Other Revenue [Member] | ||||||||||
Number of years revenue shared | 5 years | |||||||||
Other Revenue [Member] | Maximum [Member] | ||||||||||
Percentage share of revenue related to patents | 6% | |||||||||
Other Revenue [Member] | Minimum [Member] | ||||||||||
Percentage share of revenue related to patents | 3% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Jul. 01, 2022 shares |
Subsequent Event [Member] | RSUs [Member] | |
Subsequent Event [Line Items] | |
Vested shares | 27,329 |