Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 20, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Meta Materials Inc. | ||
Entity Central Index Key | 0001431959 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 371,634,314 | ||
Entity Common Stock, Shares Outstanding | 382,152,643 | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | MMAT | ||
Security Exchange Name | NASDAQ | ||
Securities Act File Number | 001-36247 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 74-3237581 | ||
Entity Address, Address Line One | 60 Highfield Park Drive | ||
Entity Address, City or Town | Dartmouth | ||
Entity Address, State or Province | NS | ||
Entity Address, Country | CA | ||
Entity Address, Postal Zip Code | B3A 4R9 | ||
City Area Code | 902 | ||
Local Phone Number | 482-5729 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE The information called for by Part III of this Form 10-K will be included in an amendment to this Form 10-K, which will be filed within 120 days after the registrant’s fiscal year ended. | ||
Auditor Firm ID | 85 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Vaughan, ON, Canada |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 10,090,858 | $ 46,645,704 |
Restricted Cash | 1,720,613 | 788,768 |
Short-term investments | 2,875,638 | |
Grants receivable | 175,780 | |
Accounts and other receivables | 902,718 | 1,665,700 |
Notes receivable | 2,211,900 | |
Inventory | 468,027 | 265,718 |
Prepaid expenses and other current assets | 7,202,099 | 3,451,367 |
Assets held for sale | 75,500,000 | |
Due from related parties | 8,461 | 10,657 |
Total current assets | 22,604,676 | 131,379,332 |
Intangible assets,net | 56,313,317 | 28,971,824 |
Property, plant and equipment, net | 42,674,699 | 27,018,114 |
Operating lease right-of-use assets | 5,576,824 | 6,278,547 |
Goodwill | 281,748,466 | 240,376,634 |
Total assets | 408,917,982 | 434,024,451 |
Current liabilities | ||
Trade and other payables | 16,694,211 | 13,335,470 |
Current portion of long-term debt | 483,226 | 491,278 |
Current portion of deferred revenues | 730,501 | 779,732 |
Current portion of deferred government assistance | 799,490 | 846,612 |
Preferred stock liability | 75,500,000 | |
Current portion of operating lease liabilities | 967,126 | 663,861 |
Asset retirement obligations | 21,937 | |
Total current liabilities | 19,674,554 | 91,638,890 |
Deferred revenues | 479,808 | 637,008 |
Deferred government assistance | 319,017 | 3,038 |
Deferred tax liabilities | 3,253,985 | 324,479 |
Long-term operating lease liabilities | 3,375,031 | 3,706,774 |
Funding obligation | 180,705 | 268,976 |
Long-term debt | 3,070,729 | 2,737,171 |
Total liabilities | 30,353,829 | 99,316,336 |
Stockholders' equity | ||
Common stock - $0.001 par value; 1,000,000,000 shares authorized, 362,247,867 shares issued and outstanding at December 31, 2022, and $0.001 par value; 1,000,000,000 shares authorized, 284,573,316 shares issued and outstanding at December 31, 2021 | 340,425 | 262,751 |
Additional paid-in capital | 590,962,866 | 463,136,404 |
Accumulated other comprehensive loss | (5,242,810) | (296,936) |
Accumulated deficit | (207,496,328) | (128,394,104) |
Total stockholders' equity | 378,564,153 | 334,708,115 |
Total liabilities and stockholders' equity | $ 408,917,982 | $ 434,024,451 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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 | 1,000,000,000 |
Common Stock, Shares, Issued | 362,247,867 | 284,573,316 |
Common Stock, Shares, Outstanding | 362,247,867 | 284,573,316 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Operations And Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Revenue: | |||
Total revenue | $ 10,200,167 | $ 4,082,517 | |
Cost of goods sold | 3,036,190 | 675,973 | |
Gross profit | 7,163,977 | 3,406,544 | |
Operating expenses: | |||
Selling & marketing | 6,244,883 | 2,267,354 | |
General & administrative | 61,543,282 | 29,699,601 | |
Research & development | 22,640,495 | 9,497,427 | |
Total operating expenses | 90,428,660 | 41,464,382 | |
Loss from operations | (83,264,683) | (38,057,838) | |
Interest expense, net | (174,234) | (1,106,445) | |
Loss on foreign exchange, net | (2,054,447) | (205,882) | |
Gain on deconsolidation of wholly-owned subsidiary | 3,990,737 | ||
Loss on financial instruments, net | (40,540,091) | ||
Other expenses, net | (3,433,757) | (11,939,068) | |
Total other expense, net | (1,671,701) | (53,791,486) | |
Loss before income taxes | (84,936,384) | (91,849,324) | |
Income tax recovery | 5,834,160 | 852,063 | |
Net loss | (79,102,224) | (90,997,261) | |
Other comprehensive (loss) income net of tax | |||
Foreign currency translation loss | (4,945,874) | (321,663) | |
Fair value gain on changes of own credit risk | 680,611 | ||
Total other comprehensive (loss) income | (4,945,874) | 358,948 | |
Comprehensive loss | $ (84,048,098) | $ (90,638,313) | |
Net loss per share, basic | [1] | $ (0.24) | $ (0.39) |
Net loss per share, diluted | [1] | $ (0.24) | $ (0.39) |
Weighted average number of shares outstanding - basic | [1] | 328,350,452 | 232,898,398 |
Weighted average number of shares outstanding - diluted | [1] | 328,350,452 | 232,898,398 |
Product sales [Member] | |||
Revenue: | |||
Total revenue | $ 1,211,746 | $ 407,915 | |
Development revenue [Member] | |||
Revenue: | |||
Total revenue | $ 8,988,421 | $ 3,674,602 | |
[1] Retroactively restated for the year ended December 31, 2021 for the Torchlight reverse acquisition (“Torchlight RTO”) |
Consolidated Statements of Chan
Consolidated 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 | $ (8,897,403) | $ 132,347 | $ 29,022,977 | $ (655,884) | $ (37,396,843) |
Beginning balance, shares at Dec. 31, 2020 | 154,163,975 | ||||
Net loss | (90,997,261) | (90,997,261) | |||
Other comprehensive income (loss) | 358,948 | 358,948 | |||
Conversion of promissory notes | 23,656,365 | $ 20,391 | 23,635,974 | ||
Conversion of promissory notes, Shares | 20,391,239 | ||||
Conversion of secured debentures | 22,118,782 | $ 14,156 | 22,104,626 | ||
Conversion of secured debentures, Shares | 14,155,831 | ||||
Conversion of unsecured debentures | 5,769,475 | $ 5,105 | 5,764,370 | ||
Conversion of unsecured debentures, Shares | 5,105,338 | ||||
Conversion of long-term debt | 221,843 | $ 125 | 221,718 | ||
Conversion of long-term debt, Shares | 124,716 | ||||
Conversion of payable to related party | 225,986 | $ 151 | 225,835 | ||
Conversion of payable to related party, Shares | 150,522 | ||||
Exercise of stock options | $ 1,293,263 | $ 4,787 | 1,288,476 | ||
Exercise of stock options, Shares | 4,486,965 | 4,786,927 | |||
Exercise of warrants | $ 122,470 | $ 362 | 122,108 | ||
Exercise of warrants, Shares | 361,729 | ||||
Exercise of broker warrants | 16,256 | $ 83 | 16,173 | ||
Exercise of broker warrants, Shares | 82,494 | ||||
Issuance of stock in connection and Effect of reverse acquisition | 369,461,410 | $ 82,814 | 369,378,596 | ||
Stock Issued During Period for Acquisitions | 82,813,994 | ||||
Shares issued in lieu of operating lease liability | 2,781,968 | $ 1,833 | 2,780,135 | ||
Shares issued in lieu of operating lease liability, Shares | 1,832,989 | ||||
Stock-based compensation | 8,576,013 | $ 597 | 8,575,416 | ||
Stock-based compensation, Shares | 603,562 | ||||
Ending balance at Dec. 31, 2021 | 334,708,115 | $ 262,751 | 463,136,404 | (296,936) | (128,394,104) |
Ending balance, shares at Dec. 31, 2021 | 284,573,316 | ||||
Net loss | (79,102,224) | (79,102,224) | |||
Other comprehensive income (loss) | (4,945,874) | (4,945,874) | |||
Issuance of common stock and warrants, Value | 50,000,000 | $ 37,037 | 49,962,963 | ||
Issuance of common stock and warrants shares | 37,037,039 | ||||
Stock issuance costs | (3,680,666) | (3,680,666) | |||
Exercise of stock options | $ 448,711 | $ 1,688 | 447,023 | ||
Exercise of stock options, Shares | 1,688,538 | 1,688,538 | |||
Settlement of restricted stock units | $ (18,027) | $ 659 | (18,686) | ||
Settlement of restricted stock units, Shares | 658,538 | ||||
Exercise of warrants | 169,574 | $ 1,624 | 167,950 | ||
Exercise of warrants, Shares | 1,623,700 | ||||
Issuance of stock in connection and Effect of reverse acquisition | 67,122,513 | $ 36,444 | 67,086,069 | ||
Stock Issued During Period for Acquisitions | 36,443,684 | ||||
Stock-based compensation | $ 13,862,031 | $ 222 | 13,861,809 | ||
Stock-based compensation, Shares | 223,052 | ||||
Ending balance at Dec. 31, 2022 | $ 378,564,153 | $ 340,425 | $ 590,962,866 | $ (5,242,810) | $ (207,496,328) |
Ending balance, shares at Dec. 31, 2022 | 362,247,867 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (79,102,224) | $ (90,997,261) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash finance income | (135,524) | (471,689) |
Non-cash interest expense | 403,317 | 902,940 |
Non- cash lease expense | 1,608,992 | 439,791 |
Deferred income tax | (5,834,160) | (852,063) |
Depreciation and amortization | 9,272,074 | 3,491,493 |
Impairment of assets | 108,004 | 237,013 |
Unrealized foreign currency exchange loss | 2,050,029 | 407,352 |
Loss on financial instruments, net | 40,540,091 | |
Gain on deconsolidation of wholly-owned subsidiary | (3,990,737) | |
Change in deferred revenue | (129,679) | (679,541) |
Non-cash government assistance | (3,047) | (544,932) |
Gain on sale of assets | (783) | |
Loss on debt settlement | 19,253 | |
Stock-based compensation | 13,184,396 | 1,576,849 |
Non-cash consulting expense | 677,638 | 6,513,378 |
Changes in operating assets and liabilities | (353,090) | 4,652,415 |
Net cash used in operating activities | (62,244,794) | (34,764,911) |
Cash flows from investing activities: | ||
Purchases of intangible assets | (1,133,894) | |
Purchases of property, plant and equipment | (19,587,511) | (11,655,417) |
Proceeds from sale of property, plant and equipment | 39,140 | |
Proceeds from (Purchases of) short-term investments | 2,811,152 | (2,889,852) |
Proceeds from below-market capital government loan | 1,071,862 | |
Acquisition of business, net of cash acquired | (3,486,906) | (66,131,025) |
Loan advance pursuant to deconsolidation | (319,987) | |
Proceeds from reverse takeover | 146,954,733 | |
Net cash (used in) provided by investing activities | (19,472,250) | 65,144,545 |
Cash flows from financing activities | ||
Proceeds from long-term debt | 1,127,151 | |
Proceeds from the issuance of common stock and warrants | 50,000,000 | |
Stock issuance costs paid on the issuance of common stock and warrants | (3,680,666) | |
Repayments of long-term debt | (552,579) | (1,090,047) |
Proceeds from government grants | 223,384 | |
Proceeds from unsecured promissory notes | 13,963,386 | |
Proceeds from stock option exercises | 448,711 | 1,293,263 |
Repurchases of common stock for income tax withheld upon settlement of restricted stock units | (18,027) | |
Proceeds from warrant exercises | 169,574 | 138,726 |
Net cash provided by financing activities | 46,367,013 | 15,655,863 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (35,350,031) | 46,035,497 |
Cash, cash equivalents and restricted cash at beginning of the year | 47,434,472 | 1,395,683 |
Effects of exchange rate changes on cash, cash equivalents and restricted cash | (272,970) | 3,292 |
Cash, cash equivalents and restricted cash at end of the year | 11,811,471 | 47,434,472 |
Supplemental cash flow information | ||
Accrued purchases of property, equipment, and patents | 2,270,887 | 1,692,969 |
Right-of-use assets obtained in exchange for lease liabilities | $ 288,499 | 3,590,148 |
Right-of-use assets and prepaid expenses recognized in exchange for common stock | 2,149,381 | |
Settlement of liabilities in common stock | 51,992,451 | |
Interest paid on debt | $ 64,528 |
Corporate Information
Corporate Information | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Corporate Information | 1. Corporate information Meta Materials Inc. (also referred to herein as the “Company”, “META”, “we”, “us”, “our”, or “Resulting Issuer”) is a smart materials and photonics company specializing in metamaterial research and products, nanofabrication, and computational electromagnetics. Our registered office is located at 85 Swanson Road, Boxborough, Massachusetts 01719 and our principal executive office is located at 60 Highfield Park Drive, Dartmouth, 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 Capital Market under the symbol “MMAT” while MMI common stock was delisted from the Canadian Securities Exchange (“CSE”) and at the same time, Metamaterial Exchangeco Inc., a wholly-owned subsidiary of META, started trading under the symbol “MMAX” on the CSE. Certain previous shareholders of MMI elected to convert their common stock of MMI into exchangeable shares in Metamaterial Exchangeco Inc. These exchangeable shares, which can be converted into common stock of META at the option of the holder, are similar in substance to common shares of META and have been included in the determination of outstanding common shares of META. For accounting purposes, the legal subsidiary, MMI, has been treated as the accounting acquirer and the Company, the legal parent, has been treated as the accounting acquiree. The transaction has been accounted for as a reverse acquisition in accordance with ASC 805 Business Combinations . Accordingly, these consolidated financial statements are a continuation of MMI consolidated financial statements prior to June 28, 2021 and exclude the balance sheets, statements of operations and comprehensive loss, statement of changes in stockholders’ equity and statements of cash flows of Torchlight prior to June 28, 2021. See note 4 for additional information. On December 14, 2022, we distributed all of the 165,472,241 outstanding shares of Common Stock of Next Bridge Hydrocarbons Inc. (“Next Bridge”), incorporated in Nevada on August 31, 2021, as OilCo. Holdings, Inc., as a wholly owned subsidiary of META, (and changed its name to Next Bridge Hydrocarbons, Inc. pursuant to its Amended and Restated Articles of Incorporation filed on June 30, 2022), on a pro rata basis to holders of our Series A Non-Voting Preferred Stock. Immediately after the distribution, Next Bridge became an independent company, and as a result, we have deconsolidated the financial results of Next Bridge from our consolidated financial results from December 14, 2022 onwards. See note 5 for additional information on this transaction. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern At each reporting period, we evaluate whether there are conditions or events that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. Our evaluation entails analyzing prospective operating budgets and forecasts for expectations of our cash needs and comparing those needs to the current cash and cash equivalent balances. We are required to make certain additional disclosures if we conclude substantial doubt exists and it is not alleviated by our plans or when our plans alleviate substantial doubt about our ability to continue as a going concern. In accordance with Accounting Standards Codification ("ASC") 205-40, going concern, we evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about our ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. In performing its analysis, management excluded certain elements of its operating plan that cannot be considered probable. We have incurred net losses of $ 79.1 million and $ 91.0 million for the years ended December 31, 2022 and 2021, respectively, and have an accumulated deficit of $ 207.5 million as of December 31, 2022. Our expectation to generate operating losses and negative operating cash flows in the future and the need for additional funding to support our planned operations, raise substantial doubt regarding our ability to continue as a going concern for a period of one year after the date that these consolidated financial statements are issued. Management's plans to alleviate the conditions that raise substantial doubt include reduced spending, and the pursuit of additional capital. Management has concluded the likelihood that its plan to successfully obtain sufficient funding from one or more of these sources, or adequately reduce expenditures, while highly possible, is less than probable because these plans are not entirely within our control and/or have not been approved by our Board of Directors as of the date of these consolidated financial statements.. If we are unsuccessful in obtaining financing, we will be required to assess alternative forms of action. Accordingly, we have concluded that substantial doubt exists about our ability to continue as a going concern for a period of at least 12 months from the date of issuance of these consolidated financial statements. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. These adjustments may be material. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant accounting policies Basis of presentation – These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Our fiscal year-end is December 31. The consolidated financial statements include the accounts of Meta Materials Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated on consolidation. Functional currency – Items included in the consolidated financial statements of each of META and its subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). Reporting currency – The reporting currency of META is in US Dollars. The consolidated financial statements, and the financial information contained herein, are reported in US dollars, except share amounts or as otherwise stated, as we believe this results in more relevant and reliable information for its financial statement users. • transactions and balances – Foreign currency transactions are recorded into the functional currency using the exchange rates prevailing at the dates of the associated transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the measurement at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of operations. • translation – The results and financial position of all subsidiaries that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • Company’s assets and liabilities are translated at the closing rate at the date of the balance sheet; • Company’s income and expenses are translated at average exchange rates; • Company’s resulting exchange differences are recognized in other comprehensive income, a separate component of equity. Use of estimates – The preparation of these consolidated financial statements in conformity with US GAAP requires management to make estimates and certain assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Significant items subject to such estimates and assumptions include the valuation of goodwill, the valuation of net assets acquired via business combinations, and the preparation of the consolidated financial statements on a going concern basis. Cash and cash equivalents – We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Inventory – Inventory is measured at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method (FIFO) for all inventory. Inventory consumed during research and development activities is recorded as a research and development expense. Notes receivable - Notes receivable consists of an amount due from Next Bridge, which was previously a wholly-owned subsidiary of Meta, until the completion of the spin-off transaction on December 14, 2022. The note is partially secured by a combination of Meta’s common shares and an interest in the Orogrande Project Property. The note receivable has been recognized at its fair value as part of the deconsolidation of Next Bridge from our consolidated financial results. At subsequent reporting periods, the note will be measured net of any credit losses in accordance with ASC 326 Financial Instruments – Credit Losses . See note 5 for further details. As all amounts on our notes receivable and all accrued interest are due in 2023, we have no t recorded an allowance for losses on notes receivable as of December 31, 2022 . Long-lived assets – Long-lived assets, such as property, plant and equipment, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Assets held for sale – Assets held for sale are measured at the lower of their carrying amount or fair value less cost to sell. Such amounts have been derecognized as part of the deconsolidation of Next Bridge on December 14, 2022. Goodwill – Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The carrying amount of goodwill is periodically reviewed for impairment (at a minimum annually) and whenever events or changes in circumstances indicate that the carrying value of this asset may not be recoverable. We first perform a qualitative assessment to test the reporting unit’s goodwill for impairment. Based on the qualitative assessment, if it is determined that the fair value of our reporting unit is more likely than not (i.e., a likelihood of more than 50 percent) to be less than its carrying amount, the quantitative assessment of the impairment test is performed. In the quantitative assessment, we compare the fair value of our reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired and we are not required to perform further testing. If the carrying value of the net assets of the reporting unit exceeds its fair value, then an impairment loss equal to the difference, but not exceeding the total carrying value of goodwill allocated to the reporting unit, would be recorded. Acquired intangibles – In accordance with ASC 805 Business Combinations , we allocate the purchase price of acquired companies to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values. Such valuations may require management to make significant estimates and assumptions, especially with respect to intangible assets. Acquired intangible assets consist of acquired technology and customer relationships. In valuing acquired intangible assets, we make assumptions and estimates based in part on projected financial information, which makes assumptions and estimates inherently uncertain, particularly for early-stage technology companies. The significant estimates and assumptions used by us in the determination of the fair value of acquired intangible technology assets include the revenue growth rate and the discount rate. The significant estimates and assumptions used by us in the determination of the fair value of acquired customer contract intangible assets include the revenue growth rate and the discount rate. As a result of the judgments that need to be made, we obtain the assistance of independent valuation firms. We complete these assessments as soon as practical after the closing dates. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Business combinations - We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill to reporting units based on the expected benefit from the business combination. Allocation of purchase consideration to identifiable assets and liabilities affects the amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. Leases - We are a lessee in several non-cancellable operating leases for buildings. We account for leases in accordance with ASC 842 Leases . We determine if an arrangement is or contains a lease at contract inception. We recognize a right-of-use (ROU) asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective-interest rate method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. We do not record leases on our consolidated balance sheet with a term of one year or less. We elected a package of transition practical expedients, which included not reassessing whether any expired or existing contracts are or contain leases, not reassessing the lease classification of expired or existing leases, and not reassessing initial direct costs for existing leases. We also elected a practical expedient to not separate lease and non-lease components. Government grants and assistance – Government grants are recognized at their fair value in the period when there is reasonable assurance that the conditions attaching to the grant will be met and that the grant will be received. Grants are recognized as income over the periods necessary to match them with the related costs that they are intended to compensate. When the grant relates to an asset, it is recognized as income over the useful life of the depreciable asset by way of government assistance. We also receive interest-free repayable loans from the Atlantic Canada Opportunities Agency (“ACOA”), a government agency. The benefit of the loan at a below-market rate of interest is treated as a government grant, measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates. The fair value of the components, being the loan and the government grant, must be calculated initially in order to allocate the proceeds to the components. The valuation is complex, as there is no active trading market for these items and is based on unobservable inputs. Revenue recognition – Our revenue is generated from product sales as well as development revenue. We recognize revenue when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers in an amount that reflects the consideration we expect to receive from its customers in exchange for those products or services. Revenue from the sale of prototypes and finished products is recognized at the point in time when control of the asset is transferred to the customer, generally on delivery of goods. We consider whether there are other obligations in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated. In determining the transaction price for the sale of prototypes, we consider the effects of variable consideration, the existence of significant financial components, non-cash consideration and consideration payable to the customer (if any). Revenue from development activities is recognized over time, using an output method to measure progress towards complete satisfaction of the research activities and associated performance obligations identified within each contract have been satisfied. Deferred revenue – Consist of fees invoiced or paid by our customers for which the associated performance obligations have not been satisfied and revenue has not been recognized based on our revenue recognition criteria described above. Deferred revenue is reported in a net position on an individual contract basis at the end of each reporting period and is classified as current in the consolidated balance sheet when the revenue recognition associated with the related customer payments and invoicing is expected to occur within one year of the balance sheet date and as long-term when the revenue recognition associated with the related customer payments and invoicing is expected to occur more than one year from the balance sheet date. Fair value measurements – We use valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We determine fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. Fair value option – Under the Fair Value Option Subsections of ASC Subtopic 825-10, Financial Instruments – Overall, we have the irrevocable option to report certain financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in the statement of operations. Any changes in the fair value of liabilities resulting from changes in instrument-specific credit risk are reported in other comprehensive income. Research and development – Research and development activities are expensed as incurred. Basic and diluted earnings (loss) per share – Basic earnings (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share gives effect to all dilutive potential common stock outstanding during the period including stock options, deferred stock units (“DSUs”), Restricted Share Units ("RSUs"), and warrants which are calculated using the treasury stock method, and convertible debt instruments using the if-converted method. Diluted earnings (loss) per common share excludes all dilutive potential shares if their effect is anti-dilutive. Stock based compensation – We recognize compensation expense for equity awards based on the grant date fair value of the award. We recognize stock-based compensation expense for awards granted to employees that have a graded vesting schedule based on a service condition only on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards (the “graded-vesting attribution method”), based on the estimated grant date fair value for each separately vesting tranche. For equity awards with a graded vesting schedule and a combination of service and performance conditions, we recognize stock-based compensation expense using a graded-vesting attribution method over the requisite service period when the achievement of a performance-based milestone is probable, based on the relative satisfaction of the performance condition as of the reporting date. For stock-based awards granted to consultants and non-employees, compensation expense is recognized using the graded-vesting attribution method over the period during which services are rendered by such consultants and non-employees until completed. The measurement date for each tranche of employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees’ requisite service period, which is the vesting period. We estimate the grant date fair value of awards using the Black-Scholes option pricing model and estimate the number of forfeitures expected to occur. We may use other pricing models when applicable such as Monte-Carlo simulation. See note 13 for our assumptions used in connection with option grants made during the periods covered by these consolidated financial statements. Income taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that the related tax benefits will not be realized. Authoritative guidance for uncertainty in income taxes requires that we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an examination. Management has reviewed our tax positions and determined there were no uncertain tax positions requiring recognition in the consolidated financial statements. Company tax returns remain subject to Federal, Provincial and State tax examinations. Generally, the applicable statutes of limitation are three to four years from their respective filings . Recently adopted accounting pronouncements ASU 2019-12 Effective January 1, 2021 , we adopted ASU 2019-12 on a prospective basis. The new standard was issued in December 2019 with the intent of simplifying the accounting for income taxes. The accounting update removes certain exceptions to the general principles in Accounting Standards Codification (ASC) Topic 740 Income Taxes and provides simplification by clarifying and amending existing guidance. The adoption of this ASU did not have a material impact on our consolidated financial statements. ASU 2020-09 In October 2020, the FASB issued ASU 2020-09, Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762. The amendments in ASU 2020-09 amend rules focused on the provision of material, relevant, and decision-useful information regarding guarantees and other credit enhancements and eliminate prescriptive requirements that have imposed unnecessary burdens and incentivized issuers of securities with guarantees and other credit enhancements to offer and sell those securities on an unregistered basis. The adopted amendments relate to the financial disclosure requirements for guarantors and issuers of guaranteed securities registered or being registered in Rule 3-10 of Regulation S-X, and affiliates whose securities collateralize securities registered or being registered in Rule 3-16 of Regulation S-X. The amendments in ASU 2020-09 are effective for public business entities for annual periods beginning after December 15, 2020. We adopted ASU 2020-09 on January 1, 2021 and its adoption did no t have a material effect on our consolidated financial statements and related disclosures. ASU 2020-10 In October 2020, the FASB issued ASU 2020-10, Codification Improvements , which updated various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. The amendments in ASU 2020-10 are effective for annual periods beginning after December 15, 2020, for public business entities. We adopted ASU 2020-10 on January 1, 2021 and its adoption did not have a material effect on our consolidated financial statements and related disclosures. ASU 2021-04 In April 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260). This guidance clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options due to a lack of explicit guidance in the FASB Codification. This guidance is effective for the Company's interim and annual reporting periods beginning after December 15, 2021. We adopted ASU 2021-04 on January 1, 2022 and its adoption did not have a material effect on our consolidated financial statements and related disclosures. ASU 2021-10 In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosure by Business Entities about Government Assistance, which improves the transparency of government assistance received by most business entities by requiring the disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and (3) the effect of the assistance on a business entity's financial statements. This guidance is effective for the Company's interim and annual reporting periods beginning after December 15, 2021. We adopted ASU 2021-10 on January 1, 2022 and its adoption did not have a material effect on our consolidated financial statements and related disclosures. ASU 2022-03 In June 2022, the FASB issued ASU 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 202203 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. We e lected to early adopt ASU 2022-03 on January 1, 2022 , a nd applied the amendment in measuring consideration transferred in the acquisition of the assets and IP of Optodot Corporation. As a result, we have not applied a discount for lack of marketability associated with the shareholder specific restriction for shares issued as consideration in the Optodot acquisition. See note 4. Accounting pronouncements not yet adopted ASU 2021-08 In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers . This guidance will be effective for our interim and annual reporting periods beginning after December 15, 2022. We do not anticipate the adoption of this standard on January 1, 2023 will have a material effect on our consolidated financial statements and related disclosures. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions Plasma 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. 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 than 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 consolidated 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. We recorded provisional estimated fair values for the assets purchased, liabilities assumed and purchase consideration as of the date of the acquisition during the second quarter of 2022, resulting in goodwill of $ 10.1 million. The determination of fair value required management to make significant estimates and assumptions based on information that was available at the time the consolidated financial statements were prepared. As of December 31, 2022, we have made the following changes, based on information as of the acquisition date, to the provisional purchase price allocation previously disclosed in the condensed consolidated interim financial statements for the three and nine months ended September 30, 2022 in Form 10-Q: • We have increased intangibles by $ 5.9 million. • We have reduced goodwill by $ 2.7 million. • We recognized a deferred tax liability of $ 3.2 million. The following table presents the provisional purchase price allocation as of December 31, 2022: Amount Fair value of common stock issued (1) $ 15,290,320 Fair value of deferred consideration (2) 1,698,926 $ 16,989,246 Net assets of PAL: Cash and cash equivalents $ 13,822 Other assets 36,104 Intangibles 12,600,000 Deferred tax liability ( 3,150,000 ) Goodwill 7,489,320 $ 16,989,246 (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 $ 1.60 . We recognized $ 9,677 in common stock and $ 15,280,645 in additional paid in capital in the 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 $ 1.60 . We recognized the full amount in additional paid in capital in the consolidated statements of changes in stockholders' equity. Acquired intangible assets totaling $ 12.6 million relate to a developed technology intangible asset. The significant estimates and assumptions used by the Company in the determination of the fair value of the acquired developed technology intangible asset includes the revenue growth rate and the discount rate. The goodwill resulting from the transaction is attributable to assembled workforce, synergies, technical know-how and expertise. The estimated fair value of acquired assets and liabilities was measured as at the acquisition date based on a valuation report provided by a third-party valuation expert. The preliminary purchase price allocation is subject to change as additional information becomes available concerning the tax basis of the assets acquired. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition. Revenue and net losses from the PAL acquisition since the acquisition date included in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022 were $ Nil and $ 1 million respectively. Unaudited pro forma results of operations for the years ended December 31, 2022 and 2021 are included below as if the Plasma acquisition occurred on January 1, 2021. This summary of the unaudited pro forma results of operations is not necessarily indicative of what our results of operations would have been had PAL been acquired at the beginning of 2021, nor does it purport to represent results of operations for any future periods. Year ended Year ended December 31, 2022 December 31, 2021 META excluding PAL PAL Total META PAL Total Revenue $ 10,200,167 $ — $ 10,200,167 $ 4,082,517 $ — $ 4,082,517 Loss from operations ( 81,818,759 ) ( 567,475 ) ( 82,386,234 ) ( 38,057,838 ) ( 16,822 ) ( 38,074,660 ) Net loss ( 78,147,504 ) ( 76,271 ) ( 78,223,775 ) ( 90,997,261 ) ( 16,822 ) ( 91,014,083 ) Add back: acquisition cost 264,883 16,663 281,546 — — — Deduct: additional depreciation and amortization — ( 1,178,859 ) ( 1,178,859 ) — ( 1,178,859 ) ( 1,178,859 ) Adjusted net loss $ ( 77,882,621 ) $ ( 1,238,467 ) $ ( 79,121,087 ) $ ( 90,997,261 ) $ ( 1,195,681 ) $ ( 92,192,942 ) Acquisition cost includes legal, accounting, and other professional fees related to the Plasma acquisition. 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: • Cash payment of $ 3,500,000 . • 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. • 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. The transaction was structured as a tax-free re-organization pursuant to Internal Revenue Code Section 368(a)(1)(c). Accordingly, the tax basis of net assets acquired retain their carryover tax basis and holding period. We recorded provisional estimated fair values for the assets purchased, liabilities assumed and purchase consideration as of the date of the acquisition during the second quarter of 2022, resulting in goodwill of $ 32.2 million. The determination of fair value required management to make significant estimates and assumptions based on information that was available at the time the consolidated financial statements were prepared. As of December 31, 2022, we have made the following changes, based on information as of the acquisition date, to the provisional purchase price allocation previously disclosed in the condensed consolidated interim financial statements for the three and nine months ended September 30, 2022 in Form 10-Q: • We have increased intangibles by $ 1.8 million • We have increased goodwill by $ 3.1 million • We recognized a deferred tax liability of $ 4.9 million. The following table presents the revised purchase price allocation: 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 23,300,000 Deferred tax liability ( 4,893,000 ) Goodwill 35,226,267 $ 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 December 31, 2022 , we recognized $ 22,305 in common stock and $ 41,768,810 in additional paid in capital in the 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; We applied the requirements of ASU 2022-03 in measuring the share consideration transferred. Deferred Consideration Based on the terms of the agreement outlined above and our consideration of ASC 805, we have classified the deferred consideration in the consolidated statement of changes in stockholders’ equity since the restricted shares have been already issued and the restriction will be removed at the end of the period specified. Acquired intangible assets totaling $ 23.3 million relate to a developed technology intangible asset. The significant estimates and assumptions used by the Company in the determination of the fair value of the acquired developed technology intangible asset includes the revenue growth rate and the discount rate. The goodwill resulting from the transaction is attributable to assembled workforce, synergies, technical know-how and expertise. The preliminary purchase price allocation is subject to change as additional information becomes available concerning the tax basis of the assets acquired. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition. The estimated fair value of acquired assets and liabilities has been measured as at the acquisition date based on a valuation report provided by a third-party valuation expert. Revenue and net losses from the Optodot acquisition since the acquisition date included in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022 were $ 0.9 million and $ nil respectively. Unaudited pro forma results of operations for the years ended December 31, 2022 and 2021 are included below as if the Optodot acquisition occurred on January 1, 2021. This summary of the unaudited pro forma results of operations is not necessarily indicative of what our results of operations would have been had Optodot been acquired at the beginning of 2021, nor does it purport to represent results of operations for any future periods. Year ended Year ended December 31, 2022 December 31, 2021 META excluding Optodot Optodot Total META Optodot Total Revenue $ 10,120,865 $ 121,174 $ 10,242,038 $ 4,082,517 $ 127,090 $ 4,209,607 Loss from operations ( 80,158,252 ) ( 2,816,441 ) ( 82,974,694 ) ( 38,057,838 ) ( 3,475,074 ) ( 41,532,912 ) Net loss ( 76,075,095 ) ( 2,731,989 ) ( 78,807,085 ) ( 90,997,261 ) 4,652,718 ( 86,344,543 ) Add back: acquisition cost 700,404 97,712 798,116 — — — Deduct: additional depreciation and amortization — ( 2,330,000 ) ( 2,330,000 ) — ( 2,330,000 ) ( 2,330,000 ) Adjusted net loss $ ( 75,374,692 ) $ ( 4,964,277 ) $ ( 80,338,969 ) $ ( 90,997,261 ) $ 2,322,718 $ ( 88,674,543 ) Acquisition cost includes legal, accounting, and other professional fees related to the Optodot acquisition. Torchlight RTO As discussed in note 1, on June 28, 2021, we completed the acquisition of Torchlight Energy Resources, Inc. June 28, 2021. 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. During the year ended December 31, 2022, we 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. The following table summarizes the allocation of the purchase price to the net assets acquired based on the respective fair value of the acquired assets and liabilities: Amount Fair value of deemed issuance of MMI’s stock – Common Stock $ 82,814 Fair value of deemed issuance of MMI’s stock – Additional paid in capital 357,206,830 Fair value of Torchlight’s outstanding warrants – Additional paid in capital 2,773,778 Fair value of Torchlight’s outstanding options – Additional paid in capital 9,397,988 Total Effect on Equity 369,461,410 Effective settlement of notes payable by MMI to Torchlight ( 11,322,637 ) $ 358,138,773 Net assets (liabilities) of Torchlight: Cash and cash equivalents $ 143,381,229 Other assets 3,906,290 Oil and natural gas properties 72,600,000 Preferred stock liability ( 72,600,000 ) Accounts payable ( 2,496,510 ) Other liabilities ( 21,937 ) Goodwill 213,369,701 $ 358,138,773 As of December 31, 2021, the acquired oil and natural gas properties were classified as assets held for sale. We estimated the fair value of the O&G assets by obtaining a valuation study performed by a third party valuation firm. The valuation concluded an implied enterprise value as of December 31, 2021 to be between $ 55.1 million and $ 109.0 million. We recorded the fair value of the Orogrande Project property at $ 72.0 million and the fair value of the Hazel Project property at $ 3.5 million, totaling a value of $ 75.5 million. The deconsolidation of Next Bridge resulted in the disposition of the O&G assets and the extinguishment of the Preferred stock liability. See note 5. Nanotech acquisition On August 5, 2021, we announced the signing of a definitive agreement to acquire Nanotech Security Corp. (“Nanotech”). On October 5, 2021 , a wholly-owned subsidiary of META purchased 100 % of Nanotech’s common stock at CA$ 1.25 per share. In addition, the transaction price included the settlement of certain Nanotech share awards outstanding immediately prior to the closing of the agreement, including the repurchase and cancellation of 303,391 Nanotech restricted share units ("RSU") at a purchase price of CA$ 1.25 per RSU and the settlement of 4,359,000 Nanotech in-the-money stock options at a purchase price equal to CA$ 1.25 per option, less the exercise price thereof. The consideration payable to securityholders under the arrangement was payable in cash, resulting in a total purchase price of $ 72.1 million. The acquisition was accounted for as a business combination in accordance with ASC 805. We finalized the purchase accounting for this acquisition during the post-acquisition annual measurement period in accordance with ASC 805. The impact of finalization of the purchase accounting associated with this acquisition was not material to the accompanying consolidated financial statements for the years ended December 31, 2022 and 2021. The following table summarizes the allocation of the revised purchase price to the net assets acquired based on the respective fair value of the acquired assets and liabilities: Amount Consideration paid to acquire Nanotech outstanding common stock $ 69,214,652 Consideration paid to repurchase Nanotech restricted stock units 300,610 Consideration paid to repurchase Nanotech stock options 2,612,035 $ 72,127,297 Net assets (liabilities) of Nanotech: Cash and cash equivalents $ 5,974,254 Accounts receivable 741,783 Trade payables ( 1,349,139 ) Prepaid expenses 271,741 Inventory 126,326 Property and equipment 14,771,456 Intangibles 25,309,847 Deferred tax liability ( 1,933,998 ) Goodwill 28,215,027 $ 72,127,297 |
Deconsolidation of Next Bridge
Deconsolidation of Next Bridge subsidiaries and Notes Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Deconsolidation of Next Bridge subsidiaries and Notes Receivable | 5. Deconsolidation of Next Bridge subsidiaries and Notes Receivable On December 14, 2022, we distributed all of the issued and outstanding common shares of Next Bridge. Immediately after the distribution, Next Bridge became an independent public reporting company. As a result, from December 14, 2022 onwards, Next Bridge is no longer our wholly-owned subsidiary and we have retained no ownership interest in Next Bridge. We have deconsolidated Next Bridge's financial results from our consolidated financial statements in accordance with ASC 810 Consolidation . In deconsolidating the financial results of Next Bridge from our consolidated financial results, we have recognized a gain on deconsolidation in our consolidated statement of operations and comprehensive loss of $ 4.0 million during the year ended December 31, 2022, consisting of: • The net impact of derecognizing Next Bridge working capital amounts for $ 1.8 million (or a decrease in our consolidated net liabilities); and • The recognition, at fair value, of a note receivable from Next Bridge for $ 2.2 million. Amounts owing from Next Bridge as of December 31, 2022 include: a. An October 2021 secured promissory note (the 2021 Note”) principal amount of $ 15 million. T he 2021 Note bears interest at 8 % per annum, and matures March 31, 2023 (the “2021 Note Maturity Date”); provided, however, that if Next Bridge raises $ 30 million or more in capital through debt or equity or a combination thereof by the 2021 Note Maturity Date, the 2021 Note Maturity Date will be extended to October 3, 2023 and the 2021 Note would be amortized in six equal monthly installments . If an event of default has occurred and is continuing, interest on the 2021 Note may accrue at the default rate of 12 % per annum. The outstanding principal of the 2021 Note, together with all accrued interest thereon, becomes due on the 2021 Note Maturity Date. The 2021 Note is secured by a security interest in (i) a Stock Pledge Agreement dated as of September 30, 2021 between Gregory McCabe (the “Pledgor”) and us (the “Stock Pledge Agreement”) for 1,515,000 shares of our common shares that are owned directly and beneficially by the Pledgor, and (b) pursuant to a Deed of Trust, Mortgage, Security Agreement, Fixture Filing, Financing Statement and Assignment of Production dated as of September 30, 2021 made by Wolfbone Investments, LLC (an affiliate of the Pledgor) for our benefit (the “Security Agreement”), a 25 % working interest beneficially owned by the Pledgor in the Orogrande Project Property as defined in the Security Agreement. b. An unsecured note receivable for principal amount of $ 5 million (the "2022 Note"). The 2022 Note is due and payable on the 2021 Maturity Date unless extended as described below. The 2022 Note bears interest at a fixed rate of 8 % per annum if no event of default exists, and at a fixed rate of 12 % per annum if an event of default exists. Under the 2022 Note, if Next Bridge raises $ 30 million or more in capital through debt or equity or a combination thereof by the 2021 Maturity Date, the maturity date will be extended to October 3, 2023 and the 2022 Note would be paid in six equal monthly installments c. Accrued interest on the 2021 Note and 2022 Note totaling $ 1.6 million as of December 31, 2022. d. Certain costs borne by us in effecting the deconsolidation to which we expect to be reimbursed by Next Bridge We estimated and measured the fair value of the amount receivable from Next Bridge to be $ 2.2 million as of December 14, 2022. In estimating fair value, the key assumption used was our share price as of the date of deconsolidation, since a portion of amounts owing from Next Bridge are secured by the Stock Pledge Agreement. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related party transactions | 6. Related party transactions As of December 31, 2022, and December 31, 2021 , receivables due from a related party (Lamda Guard Technologies Ltd, or “LGTL”) were $ 8,461 and $ 10,657 , respectively. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | 7. Inventory Inventory consists of photosensitive materials, lenses, laser protection film and finished eyewear, and is comprised of the following: As of December 31, 2022 2021 Raw materials $ 490,077 $ 196,868 Supplies 11,345 8,886 Work in process 51,589 30,636 Finished goods 42,058 29,328 Inventory provision ( 127,042 ) — Total inventory $ 468,027 $ 265,718 We have a contract with a primary raw material supplier which outlines certain restrictions for use of the associated materials. Raw material inventory as at December 31, 2022 includes $ 0.4 million (2021 - $ Nil ) that is restricted. We have expensed nominal amount of restricted raw materials inventory to research and development expense during the year ended December 31, 2022 (2021 - $ 0.2 million). During the year ended December 31, 2022, the Company recognized $ 0.8 million (2021 - $ 0.2 million) of inventory in cost of goods sold in the consolidated statements of operations and comprehensive loss. During the year ended December 31, 2022, the Company recorded write-downs related to inventory in costs of goods sold of $ 0.1 million, related to inventory deemed to be obsolete in comparison to nil in 2021. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 8. Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following: As of December 31, 2022 2021 Prepaid expenses $ 2,835,660 $ 1,262,112 Other current assets 365,583 683,044 Taxes receivable 4,000,856 1,506,211 Total prepaid expenses and other current assets $ 7,202,099 $ 3,451,367 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment, net | 9. Property, plant and equipment, net Property, plant and equipment consist of the following: As of December 31, Useful life 2022 2021 (years) Land N/A $ 439,309 $ 469,317 Building 25 5,063,091 5,509,403 Computer equipment 3 - 5 775,736 262,320 Computer software 1 606,729 277,717 Manufacturing equipment 2 - 5 22,701,761 17,762,405 Office furniture 5 - 7 660,549 525,961 Leasehold improvements 2 2,172,134 236,251 Enterprise Resource Planning software 5 197,648 211,149 Assets under construction N/A 20,337,338 8,872,695 52,954,295 34,127,218 Accumulated depreciation and impairment ( 10,279,596 ) ( 7,109,104 ) $ 42,674,699 $ 27,018,114 Depreciation expense was $ 3.6 million and $ 1.8 million for the year ended December 31, 2022 and 2021, respectively. Impairment expense was $ 0.1 million and $ 0.3 million for the year ended December 31, 2022 and 2021, respectively. Land and building were acquired as part of the Nanotech acquisition. Manufacturing equipment additions include roll-to-roll manufacturing equipment for the NANOWEB ® pilot scale production line at our facility in Pleasanton, California. Assets under construction include $ 18.4 million in costs related to ongoing construction work at the Highfield Park and the Thurso facility as well as $ 1.9 million of equipment in transit. Property, plant and equipment is pledged as security under a General Security Agreement (a “GSA”) signed in favor of the Royal Bank of Canada (“RBC”) on July 14, 2014, which is related to the Company’s corporate bank account and credit card and includes all property, plant and equipment and intangible assets. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 10. Intangible Assets and Goodwill Intangibles Intangibles consist of the following: As of December 31, Useful life 2022 2021 (years) Patents 5 - 10 $ 42,111,143 $ 7,839,182 Trademarks 124,845 132,636 Developed technology 20 13,976,668 14,931,377 Customer contract 5 9,598,348 10,253,983 65,811,004 33,157,178 Accumulated amortization and impairment ( 9,497,687 ) ( 4,185,354 ) $ 56,313,317 $ 28,971,824 Amortization expense was $ 5.7 million and $ 1.7 million for the years ended December 31, 2022 and 2021, respectively. Developed technology and customer contract represent the acquired intangibles as part of the Nanotech acquisition in late 2021. During the year ended December 31, 2022, we recognized p atent additions of $ 12.6 million in acquired patents as part of the PAL acquisition and $ 23.3 million in acquired patents as part of the Optodot acquisition. These amounts remain subject to change as the purchase price allocations for the associated business combination accounting remains provisional See Note 4. Goodwill Goodwill at December 31, 2021 $ 240,376,634 Additions from business combination 42,343,552 Purchase price Allocation adjustments 1,446,639 Effect of foreign exchange on goodwill ( 2,418,359 ) Goodwill at December 31, 2022 $ 281,748,466 We perform the annual impairment test for goodwill at year-end, by comparing the reporting unit’s fair value to its carrying amount, including goodwill, as of December 31, 2022 , using the market approach to determine fair value. All goodwill has been allocated to one reporting unit. As the reporting unit’s fair value exceeded its carrying amount, we determined that goodwill was not impaired. The key assumption used to calculate the recoverable amount of goodwill as of December 31, 2022 was our share price. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term debt | 11. Long-term debt As of December 31, 2022 2021 ACOA Business Development Program (“BDP”) 2012 interest-free loan 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 December 31, 2022, the amount of principle drawn 35,714.29 (2021 - CA$ 107,142.86 ). $ 25,880 $ 80,390 ACOA Atlantic Innovation Fund (“AIF”) 2015 interest-free loan 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 December 31, 2022, the amount or principal drawn down on the loan, net of repayments, is CA$, 2661,293 (2021 - CA$ 2,924,615 ). 1,449,493 1,666,764 ACOA BDP 2018 interest-free loan 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 December 31, 2022, the amount of principal drawn down on the loan, net of repayments, is CA$ 2,406,250 (2021 - CA$ 2,781,250 ). 1,136,556 1,319,130 ACOA PBS 2019 interest-free loan 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 September 30, 2022, the amount of principal drawn down on the loan, net of repayments, is CA$ 73,611 . (2021 - CA$ 90,278 ). 34,750 42,011 ACOA Regional Relief and Recovery Fund (“RRRF”) 2020 interest-free loan with a maximum contribution of CA$ 390,000 , repayable on monthly repayments commencing April 1, 2023 of CA$ 11,000 until April 1, 2026 . As at December 31, 2022, the amount of principle drawn down on the loan is CA$ 390,000 (2020 - CA$ 390,000 ). 159,642 120,154 Economic Development Agency of Canada for the Regions of Quebec (EDC) 2022 interest-free loan with a maximum contribution of CA$ 2,000,000 (CA$ 1,000,000 for building renovations and CA$ 1,000,000 for acquisition of equipment for Nanotech). Repayable in 60 monthly installments of CA$ 24,236 , with the first repayment due Dec 31, 2025 . As of December 31, 2022, the amount of principal drawn down of this funding was CA$ 1,454,167 with CA$ 1,012,569 , treated as a loan and CA$ 441,598 , treated as Deferred government assistance (See Note 19). 747,634 — 3,553,955 3,228,449 Less: current portion 483,226 491,278 $ 3,070,729 $ 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 recorded as deferred government assistance, which is being amortized over the useful life of the associated equipment. We recorded amortization expense of $ 3,047 and $ 145,739 for the years ended December 31, 2022 and 2021, respectively, as government assistance in the consolidated statements of operations and comprehensive loss. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | 12. Capital stock Common stock Authorized: 1,000,000,000 common shares, $ 0.001 par value. All references to numbers of common shares and amounts in the consolidated statements of changes in stockholder’s equity and in the notes to the consolidated financial statements have been retroactively restated to reflect as if the Torchlight RTO had taken place as of the beginning of the earliest period presented. • The number 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 year ended December 31, 2022 , 1,988,629 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 the year ended December 31, 2022 , 1,688,538 stock options were exercised to purchase an equal number of common shares. In addition, 673,944 restricted stock units ("RSUs") have vested and settled into 658,538 common shares. The difference of 15,406 RSUs were withheld to cover the tax obligation from certain employees. During the year ended December 31, 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 4). During the year ended December 31, 2022 , we issued 223,052 common shares at $ 1.87 as a compensation to a service provider in relation to the Optodot acquisition. During the year ended December 31, 2021 , we converted unsecured convertible promissory notes of $ 23,656,365 , secured convertible debentures of $ 22,118,782 , and unsecured convertible debentures of $ 5,769,475 into common stock. We remeasured the financial liabilities at fair value as of respective conversion dates and recognized a non-cash realized loss of $ 39,486,830 . We subsequently reclassified the remeasured liabilities into equity and recognized $ 39,652 in common stock and $ 51,504,970 in additional paid in capital. The number of shares issued was calculated as the total outstanding principal and interest of each liability divided by the conversion price stated in each respective instrument’s agreement. During the year ended December 31, 2021 , we converted long-term debt of $ 221,843 and due to related party of $ 225,986 into common stock. We recorded the common stock issued at fair value using our share price at the time of conversion. We recognized $ 276 in common stock and $ 447,553 in additional paid in capital. The resulting net loss calculated as the difference between the fair value of common stock and the carrying value of the liabilities of $ 19,330 was recorded in other income in the consolidated statements of operations and comprehensive loss. The number of shares issued was calculated as the total outstanding principal and interest of each liability multiplied by the agreed upon conversion price. During the year ended December 31, 2021 , we issued 286,292 common shares at CA$ 0.58 per share as compensation in exchange for a fairness opinion obtained with respect to the Torchlight RTO. We paid CA$ 90,000 in cash in 2020 and agreed to settle the remaining CA$ 90,000 in common stock. We recognized the share-based payment in trade and other payables in 2020 until the shares were issued in 2021. During the year ended December 31, 2021 , and pursuant to the Torchlight RTO, we recognized $ 369,631,002 in equity as the fair value of 82,813,994 common shares that were deemed to have been issued to Torchlight as part of the Torchlight RTO (note 4). During the year ended December 31, 2021 , we issued 148,368 common shares as stock-based compensation at $ 3.37 per share to a service provider. The total amount of $ 500,000 was recorded as prepaid expenses and is being amortized over the period of service. During the year ended December 31, 2021 , we issued 125,000 common shares as stock-based compensation at $ 5.27 per share for a total of $ 658,750 as partial compensation for a fairness opinion obtained with respect to the Nanotech acquisition. We paid the remaining $ 511,406 in cash. 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 became 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. On November 9, 2022, we filed a registration statement (File No. 333-268282) on form S-3 allowing us to issue securities with aggregate offering price not to exceed $ 250 million. This registration statement was declared effective by the SEC on November 18, 2022. As of December 31, 2022, no shares of our common stock have been sold under this registration statement. Warrants On June 28, 2021 and pursuant to the completion of Torchlight RTO, each MMI warrant was converted into 1.845 META warrants and the exercise price was updated to be CA$ 0.49 . Also, as part of the Torchlight RTO, Torchlight outstanding warrants of 853,278 underwent a reverse stock split at a ratio of 2: 1 resulting in warrants of 430,380 and for an amount being recorded at $ 2,773,779 in additional paid in capital as part of the consideration transferred. The following table summarizes the changes in warrants of the Company: Year ended December 31, 2022 2021 Number of Number of warrants Amount warrants 1 Amount 1 Balance, beginning of year 5,278,846 $ 6,959,800 3,144,272 $ 419,027 Issued 37,337,039 18,714,297 2,153,500 3,831,124 Exercised ( 1,988,629 ) ( 253,741 ) ( 449,306 ) ( 64,130 ) Expired ( 706,337 ) ( 101,163 ) — — Fair value of deemed issuance to Torchlight — — 430,380 2,773,779 Balance, end of year 39,920,919 $ 25,319,193 5,278,846 $ 6,959,800 1 All references to numbers of warrants have been retroactively restated to reflect as if Torchlight RTO had taken place as of the beginning of the earliest period presented. The numbers of warrants issued pre-CPM RTO have been divided by 2 , multiplied by the 2.75 CPM conversion ratio and the 1.845 Torchlight conversion ratio. There were no warrants issued post CPM RTO except for Torchlight warrants. All references to numbers of broker warrants have been retroactively restated to reflect as if Torchlight RTO had taken place as of the beginning of the earliest period presented. The numbers of broker warrants issued pre-CPM RTO have been multiplied by the 2.75 CPM conversion ratio and the 1.845 Torchlight conversion ratio. There were no broker warrants issued post CPM RTO. During the year ended December 31, 2022, we granted 300,000 five-year warrants to purchase common stock to external consultants as stock-based compensation. The warrants have an exercise price of $ 1.18 per share, based on the closing price of our common stock on May 10, 2022. On June 27, 2022, we issued 37,037,039 warrants which 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 as part of the registered direct offering. During the year ended December 31, 2021 , we granted 2,153,500 five-year warrants to purchase common stock to external consultants as stock-based compensation. The fair value of 1,153,500 warrants issued during the year ended December 31, 2021 was estimated to be $ 3,129,208 using the Black-Scholes option pricing model. The total amount has been recorded in General & Administrative expense in the consolidated statements of operations and comprehensive loss. The fair value of 1,000,000 warrants issued during the year ended December 31, 2021 was estimated to be $ 701,910 using the Monte Carlo Simulation model. The total amount has been recorded in General & Administrative expense in the consolidated statements of operations and comprehensive loss. The fair value of warrants and broker warrants that were issued and estimated using the Black-Scholes option pricing model have the following inputs and assumptions: Year ended December 31, 2022 2021 Weighted average grant date fair value 0.53 3.73 Weighted average expected volatility 89 % 91 % Weighted average risk-free interest rate 3.18 % 0.87 % Weighted average dividend yield 0.00 % 0.00 % Weighted average forfeiture rate 0.00 % 0.00 % Weighted average term of warrants 5 years 4.36 years The fair value of warrants that were issued and estimated using the Monte Carlo Simulation have the following inputs and assumptions: Year ended December 31, 2021 Weighted average risk-free interest rate 0.42 % Weighted average expected volatility 80.00 % Weighted average term of warrants 5 years |
Share-Based Payments
Share-Based Payments | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based payments | 13. Stock-based payments On December 3, 2021, the shareholders of the Company approved the 2021 Equity Incentive Plan to utilize the 3,500,000 shares reserved and unissued under the Torchlight 2015 Stock Option and Grant Plan and the 6,445,745 shares reserved and unissued under the MMI 2018 Stock Option and Grant plan to set the number of shares reserved for issuance under the 2021 Equity Incentive Plan at 34,945,745 shares. The 2021 Equity Incentive Plan allows the grants of non-statutory stock options, restricted stock, restricted stock units ("RSUs"), stock appreciation rights, performance units and performance shares to employees, directors, and consultants. DSU Plan Each unit is convertible at the option of the holder into one common share of the Company. On March 28, 2013, we implemented a Deferred Stock Unit (DSU) Plan for its directors, employees and officers. Directors, employees and officers are granted DSUs of the Company with immediate vesting as a form of compensation. Each unit is convertible at the option of the holder into one common share of the Company. Eligible individuals are entitled to receive all DSUs (including dividends and other adjustments) no later than December 1st of the first calendar year commencing after the time of termination of their services. The following table summarizes the change in DSUs of the Company: Number of 1 Weighted Outstanding, December 31, 2020 3,455,224 $ 0.08 Granted 191,802 2.70 Outstanding, December 31, 2021 3,647,026 $ 0.22 Granted 263,160 1.71 Outstanding, December 31, 2022 3,910,186 $ 0.32 1 All references to numbers of DSUs have been retroactively restated to reflect as if the Torchlight RTO had taken place as of the beginning of the earliest period presented. The numbers of DSUs issued pre-CPM RTO have been multiplied by the 2.75 CPM conversion ratio and the 1.845 Torchlight conversion ratio. As of December 31, 2022, there was $ Nil unrecognized compensation cost related to unvested DSUs. RSU Plan Each RSU unit is convertible at the option of the holder into one common share of the Company upon meeting the vesting conditions. Total stock-based compensation expense related to RSUs included in the consolidated statements of operations was as follows: Year ended December 31, 2022 2021 Cost of sales $ 544,468 $ — Selling & marketing 376,449 — General & administrative 1,631,995 517,869 Research & development 2,101,035 — $ 4,653,947 $ 517,869 As of December 31, 2022, the unrecognized compensation cost related to unvested RSUs was $ 5,723,616 (2021 - $ Nil ). This cost will be recognized over the next four years . The following table summarizes the change in outstanding RSUs: Number of Weighted Outstanding, December 31, 2020 — $ — Granted 300,000 6.43 Outstanding, December 31, 2021 300,000 $ 6.43 Granted 7,207,261 1.45 Forfeited ( 326,395 ) 1.60 Vested and settled ( 673,944 ) 1.15 Outstanding, December 31, 2022 6,506,922 $ 1.71 Vested but not yet settled, December 31, 2022 482,486 $ 4.47 Employee Stock Option Plan Each stock option is convertible at the option of the holder into one common share of the Company. During the year ended December 31, 2021, the Company’s existing MMI options were converted at a ratio of 1.845 META options for each MMI option pursuant to the Torchlight RTO. Also, as part of the Torchlight RTO, Torchlight outstanding options of 3,000,000 underwent a reverse stock split at a ratio of 2: 1 resulting in outstanding options of 1,500,000 and an amount of $ 9,397,988 was recorded in additional paid in capital as part of the consideration transferred. Total stock-based compensation expense included in the consolidated statements of operations was as follows: Year ended December 31, 2022 2021 Selling & marketing $ 195,041 $ 34,735 General & administrative 5,930,518 544,530 Research & development 2,490,979 479,715 $ 8,616,538 $ 1,058,980 As of December 31, 2022, the unrecognized compensation cost related to unvested stock options was $ 4,133,287 (2021 - $ 493,577 ). This cost will be recognized over the next four years . The following table summarizes the change in outstanding stock options of the Company: Average Average exercise exercise price per remaining Aggregate Number of 1 stock contractual intrinsic Outstanding, December 31, 2020 24,477,507 $ 0.33 8.36 $ 688,952 Exercised ( 4,486,965 ) 0.36 Forfeited ( 85,901 ) 0.34 Fair value of deemed issuance to Torchlight 1,500,000 2.22 Outstanding, December 31, 2021 21,404,641 $ 0.46 7.34 $ 56,924,556 Granted 14,318,993 1.41 Exercised ( 1,688,538 ) 0.27 Forfeited ( 440,052 ) 1.02 Outstanding, December 31, 2022 33,595,044 $ 0.80 9.31 $ 17,611,251 Exercisable, December 31, 2022 24,327,577 $ 0.71 8.23 $ 14,917,424 Below is a summary of the outstanding options as of December 31, 2022 and December 31, 2021: As of December 31, 2022 2021 Range of exercise price Number outstanding Number exercisable Number outstanding 1 Number exercisable 1 $ 0.12 - $ 0.27 18,128,657 15,549,318 19,954,641 11,781,030 $ 0.89 - $ 1.00 2,984,668 1,822,394 375,000 325,000 $ 1.17 - $ 1.26 2,782,704 932,082 — — $ 1.31 - $ 1.58 6,729,904 3,054,672 — — $ 1.97 - 2.00 2,969,111 2,969,111 1,075,000 1,125,000 33,595,044 24,327,577 21,404,641 13,231,030 The fair value of options granted was estimated at the grant date using the following weighted-average assumptions: Year ended December 31, 2022 2021 Weighted average Grant date fair value 0.81 6.27 Weighted average expected volatility 81 % 84 % Weighted average risk-free interest rate 2.56 % 0.73 % Weighted average expected life of the options 4.19 years 1 year 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 | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income taxes Loss before income taxes was as follows: Year ended December 31, 2022 2021 Local $ ( 58,490,568 ) $ ( 30,552,839 ) Foreign ( 26,445,816 ) ( 61,296,485 ) Loss before income taxes $ ( 84,936,384 ) $ ( 91,849,324 ) Income tax provision was as follows: Year ended December 31, 2022 2021 Current tax expense: Local $ 1,256 $ 800 Foreign — — Current tax expense 1,256 800 Deferred tax benefit: Local ( 4,893,000 ) — Foreign ( 942,416 ) ( 852,863 ) Deferred tax benefit ( 5,835,416 ) ( 852,863 ) Income tax recovery $ ( 5,834,160 ) $ ( 852,063 ) We have determined the deferred tax position in accordance with ASC Topic 740, Income Taxes , resulting in recognition of deferred tax liabilities for future reversing of taxable temporary differences primarily for intangible assets. This resulted mainly in a preliminary net deferred tax liability of $ 4.9 million from the Optodot acquisition, which includes the carryover basis of historical recognized deferred tax assets, liabilities and valuation allowance. The net deferred tax liabilities allowed us to utilize certain previously fully reserved deferred tax assets. Accordingly, we recognized a reduction to our valuation allowance resulting in a net tax benefit of $ 4.9 million for the year ended December 31, 2022. The income tax provisio n differs from the amount computed by applying the federal income tax rate of 21 % for 2021 (2020 - 21 %) to the loss before income taxes as a result of the following differences: Year ended December 31, 2022 2021 Tax computed at federal statutory rate $ ( 17,836,641 ) $ ( 19,288,357 ) State income taxes, net of federal benefit ( 1,428,381 ) ( 1,075,114 ) Capital loss ( 7,192,458 ) — Share-based compensation — 2,289,214 Unrealized loss on Fair Value Through Profit and Loss liabilities — 11,752,697 Other permanent items ( 3,750,116 ) ( 114,799 ) Foreign currency and other 185,860 929,664 Research and development credit ( 319,137 ) — Foreign rate differential ( 1,484,069 ) ( 4,889,797 ) Provision to return 1,595,074 — Deferred true-ups 1,525,095 — Change in valuation allowance 22,870,613 9,544,429 Income tax recovery $ ( 5,834,160 ) $ ( 852,063 ) The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows: As of December 31, 2022 2021 Deferred tax assets Non-capital losses $ 30,527,370 $ 25,110,497 Capital loss carryforward 7,228,389 — Stock-based compensation 5,718,562 — Allowance for doubtful accounts 4,609,247 — Research and development tax credits 2,824,760 1,972,694 Research and development expense capitalization 2,198,314 — Reserves and other accruals 1,144,703 — Operating lease right-of-use assets 808,717 — Intangible assets 72,895 69,964 Other assets 37,426 46,725 Total gross deferred tax assets 55,170,383 27,199,880 Less: valuation allowance ( 41,688,855 ) ( 18,659,901 ) 13,481,528 8,539,979 Deferred tax liabilities Intangible assets ( 12,355,386 ) ( 6,276,390 ) Property, plant and equipment ( 2,791,147 ) ( 2,226,741 ) Long-term operating lease liabilities ( 1,234,015 ) — Long-term debt ( 189,260 ) ( 251,646 ) Funding obligation ( 112,974 ) ( 109,681 ) Other liabilities ( 52,731 ) — ( 16,735,513 ) ( 8,864,458 ) Net deferred tax liability $ ( 3,253,985 ) $ ( 324,479 ) At December 31, 2022 , we have a net operating loss carryforward (“NOLs”) of approximately $ 111.4 million ( 2021 : $ 91.3 million) that can be used to offset future taxable income, and such NOLs, as well as timing differences from certain financial instruments, result in a gross deferred tax asset of approximately $ 55.2 million ( 2021 : $ 27.2 million). These NOLs begin to expire in 2028 . In evaluating its valuation allowance, we consider all available positive and negative evidence, including projected future taxable income and recent financial performance. Due to uncertainty with respect to the ultimate realizability of these deferred tax assets, we have recorded a valuation allowance of approximately $ 41.7 million at December 31, 2022, (2021 : $ 18.7 million) against our deferred tax assets. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net loss per share | 15. Net loss per share The following table sets forth the calculation of basic and diluted net loss per share during the periods presented: Year ended December 31, 2022 2021 Numerator: Net loss $ ( 79,102,224 ) $ ( 90,997,261 ) Denominator: Weighted-average shares, basic 328,350,452 232,898,398 Weighted-average shares, diluted 328,350,452 232,898,398 Net loss per share Basic ( 0.24 ) ( 0.39 ) Diluted ( 0.24 ) ( 0.39 ) The following potentially dilutive shares were not included in the calculation of diluted shares above as the effect would have been anti-dilutive: As of December 31, 2022 2021 Options 33,595,044 21,404,641 Warrants 39,920,919 5,278,846 RSUs 6,506,922 300,000 DSUs 3,910,186 3,647,026 83,933,071 30,630,513 |
Additional Cash Flow Informatio
Additional Cash Flow Information | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Additional Cash Flow Information | 16. Additional cash flow information The net changes in operating assets and liabilities consist of the following: As of December 31, 2022 2021 Grants receivable $ 172,765 $ 149,798 Inventory ( 319,116 ) 325,657 Accounts and other receivables 287,320 ( 880,613 ) Prepaid expenses and other current assets ( 4,799,174 ) ( 2,100,370 ) Trade payables 5,410,515 6,906,375 Due to related party ( 108,102 ) ( 78,940 ) Operating lease Right-of-use Asset ( 231 ) 1,018,691 Operating lease liabilities ( 997,067 ) ( 688,183 ) $ ( 353,090 ) $ 4,652,415 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments Disclosure [Abstract] | |
Fair value measurements | 17. 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 receivable, 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 our note receivable from Next Bridge is classified at Level 3 in the fair value hierarchy. See Note 5 for further details. The fair values of the funding obligation, operating lease liabilities, and long-term debt would be classified at Level 3 in the fair value hierarchy, as each instrument is estimated based on unobservable inputs including discounted cash flows using the market rate, which is subject to similar risks and maturities with comparable financial instruments as at the reporting date. Carrying values and fair values of financial instruments that are not carried at fair value are as follows: 2022 2021 Financial liability Carrying value Fair value Carrying value Fair value Funding obligation $ 180,705 $ 85,411 $ 268,976 $ 170,338 Operating lease liabilities 4,342,157 5,666,940 4,370,635 6,149,369 Long-term debt 3,553,955 2,663,460 3,228,449 2,303,648 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 18. 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: Year ended December 31, 2022 2021 Product sales $ 1,211,746 $ 407,915 Contract revenue [1] 8,809,119 3,427,938 Other development revenue 179,302 246,664 Development revenue 8,988,421 3,674,602 $ 10,200,167 $ 4,082,517 [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. Refer to note 19 for outstanding contracts. Customer concentration A significant amount of our revenue is derived from contracts with major customers. For the years ended December 31, 2022 and December 31, 2021 , revenue from one customer (a G10 central bank) accounted for $ 8.6 million or 84 % and $ 1.8 million or 45 % respectively of total revenue. We currently derive a significant portion of our revenue from contract services with a G10 central bank. In 2021, we were awarded a development contract for up to $ 41.5 million over a period of up to five years , from this same G10 central bank customer. In 2022, we were awarded a $ 4.3 million purchase order under this contract. These contract services incorporate both nano-optic and optical thin film technologies and are focused on developing authentication features for future banknotes. |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue | 19. Deferred revenue Deferred revenue consists of the following: As of December 31, 2022 2021 Satair A/S-exclusive rights [1] $ 575,770 $ 717,615 Satair A/S-advance against PO [2] 459,539 490,929 LM Aero-MetaSOLAR commercialization [3] — 92,698 Breakthrough Starshot Foundation [4] 75,000 75,000 Innovate UK-R&D tax credit — 18,588 Other deferred revenue 100,000 21,910 1,210,309 1,416,740 Less: current portion ( 730,501 ) ( 779,732 ) $ 479,808 $ 637,008 [1] On September 18, 2018, we signed an exclusive distribution agreement with Satair A/S for a term of 10 years . According to this agreement, the Company grants Satair A/S the exclusive right to sell, market, and distribute eyewear and visor products incorporating metamaterial-based laser protection technology that are developed or manufactured by the Company for use in aviation, military, and defense. On September 13, 2018, we received a fee of $ 1,000,000 for the exclusive distribution rights granted under this agreement and the payment was recognized as deferred revenue on the consolidated balance sheets. It will be accounted as development revenue over a period of 8 years and no repayment of the $ 1,000,000 is required if the contract termination is after the 8th anniversary of the effective date. During the year ended December 31, 2022 , we have recognized $ 99,629 ( 2021 : $ 102,269 ) as development revenue related to this agreement. [2] On July 20, 2018, we received a purchase order for MetaVisor (eyewear/eye protection) from Satair A/S for $ 2,000,000 . On November 7, 2018, we received a partial advance payment of $ 500,000 against this purchase order. We have set up a guarantee/standby letter of credit with RBC. 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 fro m the letter of credit with RBC. As at December 31, 2022 , no amount has been drawn from the letter of credit with RBC. Refer to note 26 f or information regarding the letter of credit. [3] On April 26, 2017, we received $ 4,150,000 from Lockheed Martin Aeronautics Corporation (“LM Aero”) in relation to the Offset Project Agreement (“OPA”). The purpose of the OPA was to document the agreement between LM Aero and the Company with respect to our planned growth through R&D and commercialization activities using the MetaSOLAR technology as well as the contribution that LM Aero made to us in return for our effective assistance in obtaining credit arising from the project as set forth in the OPA. We have set up an irrevocable standby letter of credit with RBC. In the event we fail to meet the obligations under the OPA, LM Aero shall draw from the letter of credit with RBC. The performance obligations for the milestone are satisfied through-out the period. During the year ended December 31, 2022, we have recognized $ 93,000 ( 2021 : $ 562,531 ) as development revenue related to this agreement. [4] On March 1, 2020, we entered into a research agreement with Breakthrough Starshot Foundation LLC under the project “Lightsail” for $ 150,000 . We received $ 75,000 on March 6, 2020 which has been recorded as part of deferred revenue. |
Deferred Government Assistance
Deferred Government Assistance | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Government Assistance [Abstract] | |
Deferred Government Assistance | 20. Deferred government assistance a) Grants receivable As of December 31, 2022 2021 ACOA-PBS [1] $ — $ 8,069 Co-Op wage subsidy [2] — 7,318 Canada Emergency Wage Subsidy [3] — 122,940 Innovate UK – Diabet [4] — 13,790 NSBI - Export development program [5] — 23,663 $ — $ 175,780 [1] On November 21, 2018, ACOA approved two non-repayable contribution of $ 37,679 each to the Company under Business Development Program – Productivity and Business skills (“PBS”) for the cost to create product and commercialization strategies. [2] During 2021, we applied for and received grants related to co-op students and recent graduates under the Nova Scotia Co-Op Subsidy, Graduate To Opportunity Program ("GTO") and Venture for Canada program ("VFC"). [3] During 2021, we received the 2020 outstanding balance of $ 233,446 as well as recognized $ 443,494 government assistance from Canada Emergency Wage subsidy ("CEWS") as other income in the consolidated statements of operations and comprehensive loss, of which $ 321,547 has been received. [4] On February 13, 2019, Innovate UK approved a grant to MediWise for the project “Diabet – Innovate wrist device for high accuracy non-invasive blood glucose monitoring”. During 2022 , we received $ nil ( 2021 : $ 132,288 ) in relation to the grant and in recognized government assistance of $ nil ( 2021 : $ 110,125 ) as other income in the consolidated statements of operations and comprehensive loss. [5] On December 15, 2021, we applied for NSBI - Export development program a nd recognized $ 23,663 as other income in the consolidated statements of operations and comprehensive loss. b) Deferred government assistance As of December 31, 2022 2021 SDTC [1] $ 799,490 $ 846,612 Deferred government assistance [2] 319,017 3,038 1,118,507 849,650 Less: current portion ( 799,490 ) ( 846,612 ) $ 319,017 $ 3,038 [1] On May 15, 2018, we entered into an agreement with the Canada Foundation for Sustainable Development Technology Canada (“SDTC”) for $ 4.2 million. The contribution provides funding for eligible costs incurred relating to the further development and demonstration of technology related to solar cells in connection with the project entitled “Enabling solar flight a testing ground for lightweight and efficient solar panels”. On March 30, 2021, we have received an additional 5 % contribution from SDTC of $ 0.2 million. During the year ended December 31, 2022, we have recognized $ Nil ( 2021 : $ 0.2 million) as government assistance in the consolidated statements of operations and comprehensive loss. [2] On November 10, 2022, we entered into an agreement with the Economic Development Agency of Canada for the Regions of Quebec (“EDC”) for $ 1.5 million. The contribution provides funding for eligible costs incurred relating to improvement of the Thurso facilities and the acquisition of digital production equipment. On December 20, 2022, we have received approximately $ 1.1 million of the total contribution and as of December 31, 2022 we have recognized $ 0.4 million in deferred government assistance. During the year ended December 31, 2022, we have recognized $ Nil (2021: $ Nil ) as government assistance in the consolidated statements of operations and comprehensive loss. c) Government assistance recognized in the consolidated statements of operations and comprehensive loss Year ended December 31, 2022 2021 Innovative UK $ — $ 161,990 Payroll subsidies 77,075 741,322 Amortization of deferred government assistance 3,047 145,739 R&D tax credit 138,410 — Fair value gain on initial recognition of ACOA loans — 236,021 SDTC — 448,894 $ 218,532 $ 1,733,966 |
Interest Expense, Net
Interest Expense, Net | 12 Months Ended |
Dec. 31, 2022 | |
Banking and Thrift, Interest [Abstract] | |
Interest expense, net | 21. Interest expense, net Year ended December 31, 2022 2021 Non-cash interest accretion $ ( 403,317 ) $ ( 904,925 ) Interest & bank charges 133,518 ( 220,460 ) Interest income 95,565 18,940 $ ( 174,234 ) $ ( 1,106,445 ) |
Loss on Financial Instruments,
Loss on Financial Instruments, Net | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Loss on financial instruments, net | 22. Loss on financial instruments, net Year ended December 31, 2022 2021 Loss on unsecured convertible promissory notes – Bridge loan $ — $ ( 19,163,417 ) Loss on unsecured convertible promissory notes – Torchlight notes — ( 343,197 ) Loss on secured convertible debentures — ( 16,957,029 ) Loss on unsecured convertible debentures — ( 4,076,448 ) $ — $ ( 40,540,091 ) No loss on financial instruments for the years ending December 31, 2022 and December 31, 2021 represent non-cash losses resulting from remeasurement of the fair value of convertible financial liabilities at each balance sheet date or on conversion date using the fair value option. Each of the above referenced promissory notes and debentures included a conversion feature, exercisable at the option of the debt holder. For accounting purposes, each of these conversion features is an embedded derivative in the note or debenture. We elected to account for fluctuations in (a) the value of the liabilities driven by interest rate volatility and our credit risk and (b) the embedded derivatives driven by fluctuations in the Company’s common stock share price using a method known as Fair Value option. This accounting method calls for the Company to measure the fair value of the convertible financial liabilities at each balance sheet date and to record any fluctuations in the values that as non-cash adjustments relating to instrument specific credit risk in the other comprehensive income and non-cash adjustments relating to other factors in the statements of operations. If, as in the case of the liabilities described above, the debt is converted, the valuations and any adjustments are to be recorded as of the date of such conversion. The Fair Value option also provides that the total revaluation adjustment be recorded in Common Stock and additional paid in capital thus having no impact on stockholders' equity despite the recording of the loss in the statement of operations. |
Other Expenses, Net
Other Expenses, Net | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Other Expenses, Net | 23. Other expenses, net Year ended December 31, 2022 2021 O&G assets maintenance cost [1] $ ( 3,859,851 ) $ ( 14,155,851 ) Government Assistance (note 20) 218,532 1,733,966 Other income 72,038 8,850 Fair value gain on long-term debt 56,185 2,278 Fair value gain on funding obligation (note 24) 79,339 471,689 $ ( 3,433,757 ) $ ( 11,939,068 ) [1] We incurred costs in relation to certain drilling activity carried out at its Oil and Gas properties, to remain in compliance with all aspects of our lease obligations and to satisfy the Continuous Drilling Clause ("CDC") with University Lands. Subsequent to December 14, 2022, these oil and gas assets, and the associated lease obligations, are no longer owned by us, as they formed part of the net assets deconsolidated as part of the Next Bridge spin-off (see note 5). |
Funding Obligation
Funding Obligation | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Funding Obligation | 24. Funding obligation As of December 31, 2022 2021 Outstanding obligation [1] $ 959,835 $ 1,025,398 Fair value of interest-free component [2] ( 852,573 ) ( 855,060 ) Principal adjusted for interest-free component 107,262 170,338 Accumulated non-cash interest accretion 73,443 98,638 Carrying amount 180,705 268,976 Less current portion — — $ 180,705 $ 268,976 [1] In June 2019, we entered into a statement of work (“SOW”) with a third party for the purchase of manufacturing equipment. The SOW was initiated based on the Industrial and Regional Benefits general investment funding between the third party and the Government of Canada. We received the funds in two tranches after achieving two milestones as per the SOW. The funds are repayable, commencing three years from date of receipt, based on 10 % of revenue from the sale of holographic film that is produced using the related manufacturing equipment paid for under this funding obligation. In June 2019, we achieved the first milestone and received CA$ 325,000 and in October 2019, we achieved the second milestone and received CA$ 975,000 . We have not sold holographic film related to this SOW to date. [2] The amounts received under the agreement have been recorded at fair value by applying the effective interest rate method on the dates the funding was received, using an estimated market interest rate of 15 %. During the year ended December 31, 2021 , we elected to bring the market interest rate to current rates and increased it to 19.17 %. Following management discussions, the revenue generation ability from the manufacturing equipment bought under the funding obligation was reduced, resulting in a longer repayment period. The combination of these two changes prompted us to recognize a gain of $ 79,339 for the year ended December 31, 2022 (2021, $ 471,004 ) in the consolidated statements of operations and comprehensive loss. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 25. Leases We lease properties in USA, Canada, United Kingdom, and Greece for production, research and development and administration. Total operating lease expense included in the consolidated statements of operations and comprehensive loss is as follows: Year ended December 31, 2022 2021 Operating lease expense $ 2,057,157 $ 546,197 Short term lease expense 584,645 229,475 Variable and other lease expense 263,500 92,862 Total $ 2,905,302 $ 868,534 We completed our evaluation of the provisions of ASC 842 " Leases " and elected the practical expedient to not capitalize any leases with initial terms of less than twelve months on our balance sheet and include them as short-term lease expense in the consolidated statements of operations and comprehensive loss. Future minimum payments under non-cancelable operating lease obligations were as follows as of December 31, 2022: 2023 $ 1,261,249 2024 1,263,455 2025 1,153,305 2026 994,967 Thereafter 2,892,472 Total minimum lease payments 7,565,448 Less: interest ( 3,223,291 ) Present value of net minimum lease payments 4,342,157 Less: current portion of lease liabilities ( 967,126 ) Total long-term lease liabilities $ 3,375,031 Supplemental balance sheet information related to leases is as follows: Year ended December 31, 2022 2021 Weighted Average Remaining Lease Term 5 years 5 years Weighted Average Discount Rate 17.17 % 17.85 % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 26. Commitments and contingencies Legal Matters SEC Subpoena 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. Securities Class Action 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. Lead plaintiffs filed a consolidated complaint on August 29, 2022. We moved to dismiss that complaint on October 13, 2022. The motion was fully briefed on January 12, 2023. The Court held a hearing on the motion to dismiss on February 27, 2023 and took the motion under submission. Shareholder Derivative Action 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. Westpark Capital Group 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. On August 31, 2022, we filed an answer to the complaint. We dispute that WestPark Capital Group placed the investor in the direct offering and is owed a commission. Contractual Commitments and Purchase Obligations a) During 2018, we arranged a guarantee/standby letter of credit with RBC in favor of Satair A/S for $ 500,000 in relation to an advance payment received. In the event we fail to deliver the product as per the contract or refuse to accept the return of the product as per the buyback clause of the contract or fails to repay the advance payment in accordance with the conditions of the agreement signed with Satair on September 18, 2018, Satair shall draw from the letter of credit with RBC. Borrowings from the letter of credit with RBC are repayable on demand. The letter of credit from RBC is secured by a performance security guarantee cover issued by Export Development of Canada. Further, this guarantee/standby letter of credit expires on October 5, 2023 . As of December 31, 2022 , no amount has been drawn from the letter of credit with RBC. b) 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 million 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 this large aircraft manufacturer to support the development. c) Certain nano-optic products are subject to a 3 % sales royalty in favor of Simon Fraser University (“SFU”) where certain elements of the nano-optic technology originated. Royalties were $ 1,575 during the twelve months ended December 31, 2022 (2021 - nil ). In 2014, the Company's wholly owned subsidiary, Nanotech, prepaid royalties that would offset against future royalties owed as part of the transfer of the intellectual property from SFU, of which $ 195,441 remains prepaid as at December 31, 2022 (December 31, 2021 - $ 197,016 ). d) Product revenue associated with six patents acquired by Nanotech is subject to royalties. We agreed to share 10 % of any revenues related to the patents received from a specific customer for a period of two years and ongoing royalties of 3 % to 6 % on other revenues derived from the patents for a period of five years . There were no royalties during the year ended December 31, 2022. e) On September 1, 2022, we entered into an operating lease agreement for the space of approximately 11,642 Square Footage for an office in a building located in Columbia, Maryland, USA. This was not recognized as an operating lease in 2022, as we have not yet occupied premises as of December 31, 2022, due to ongoing construction with a lease term of 132 months onwards with an option to renew the lease for an additional 5 years. There are step-up lease payments for each 12-month period from lease commencement, with the first 12 months fully abated. f) On October 1, 2022, we entered into an operating lease agreement for the space of approximately 12,655 Square Feet on the 2nd Floor of Building One, in two separate sections: Phase 1: 8,097 Rentable Square Footage; and Phase 2: 4,558 Rentable Square Footage in a commercial building located in Billerica, Massachusetts, USA. This was not recognized as an operating lease in 2022, as we have not yet occupied either premise as of December 31, 2022, due to ongoing renovations. The lease terms are 5 years and 6 months for both spaces commencing from the delivery date in which each space will be made readily available. Lease payments are to commence from the delivery date for each Phase until the end of the lease term with an option to renew the lease for an additional 5 years. Annual Lease payments will be $ 18.00 per Square Feet in the Lease Year 1, $ 18.50 per Square Foot in Lease Year 2, $ 19.00 per Square Foot in Lease Year 3, $ 19.50 per Square Foot in Lease Year 4, and $ 20.00 per Square Feet in Lease Year 5 g) As of December 31, 2022, we have on-going commitments for leases and maintenance contracts as follow: 2023 $ 267,210 2024 557,747 2025 569,240 2026 583,795 Thereafter 5,207,113 $ 7,185,105 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 27. Subsequent events On February 10, 2023, we entered into a sales agreement (the "ATM Agreement") with an investment bank with the establishment of an “at-the-market” offering program under which we may sell up to an aggregate of $ 100.0 million of shares of common stock (the “ATM Shares”) from time to time. The sales agents are entitled to compensation at a fixed commission rate of 3.0 % of the gross proceeds of each sale of shares of our common stock. Under the ATM Agreement, we set the parameters for the sale of ATM Shares, including the number of ATM Shares to be issued, the time period during which sales are requested to be made, limitations on the number of ATM Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Sales of the ATM Shares, if any, under the ATM Agreement may be made in transactions that are deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act. As of March 20, 2023, we have sold an aggregate of 17,573,969 shares of our common stock pursuant to the ATM Agreement for aggregate gross proceeds of approximately $ 10.5 million. Subsequent to December 31, 2022 , 1,042,000 stock options were exercised, 1,288,789 RSUs have vested and settled and 39,278 RSUs have been forfeited. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation – These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Our fiscal year-end is December 31. The consolidated financial statements include the accounts of Meta Materials Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated on consolidation. |
Functional currency | Functional currency – Items included in the consolidated financial statements of each of META and its subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). Reporting currency – The reporting currency of META is in US Dollars. The consolidated financial statements, and the financial information contained herein, are reported in US dollars, except share amounts or as otherwise stated, as we believe this results in more relevant and reliable information for its financial statement users. • transactions and balances – Foreign currency transactions are recorded into the functional currency using the exchange rates prevailing at the dates of the associated transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the measurement at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of operations. • translation – The results and financial position of all subsidiaries that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • Company’s assets and liabilities are translated at the closing rate at the date of the balance sheet; • Company’s income and expenses are translated at average exchange rates; • Company’s resulting exchange differences are recognized in other comprehensive income, a separate component of equity. |
Use of estimates | Use of estimates – The preparation of these consolidated financial statements in conformity with US GAAP requires management to make estimates and certain assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Significant items subject to such estimates and assumptions include the valuation of goodwill, the valuation of net assets acquired via business combinations, and the preparation of the consolidated financial statements on a going concern basis. |
Cash and cash equivalents | Cash and cash equivalents – We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. |
Inventory | Inventory – Inventory is measured at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method (FIFO) for all inventory. Inventory consumed during research and development activities is recorded as a research and development expense. |
Notes Receivable | Notes receivable - Notes receivable consists of an amount due from Next Bridge, which was previously a wholly-owned subsidiary of Meta, until the completion of the spin-off transaction on December 14, 2022. The note is partially secured by a combination of Meta’s common shares and an interest in the Orogrande Project Property. The note receivable has been recognized at its fair value as part of the deconsolidation of Next Bridge from our consolidated financial results. At subsequent reporting periods, the note will be measured net of any credit losses in accordance with ASC 326 Financial Instruments – Credit Losses . See note 5 for further details. As all amounts on our notes receivable and all accrued interest are due in 2023, we have no t recorded an allowance for losses on notes receivable as of December 31, 2022 . |
Long-lived assets | Long-lived assets – Long-lived assets, such as property, plant and equipment, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. |
Assets held for sale | Assets held for sale – Assets held for sale are measured at the lower of their carrying amount or fair value less cost to sell. Such amounts have been derecognized as part of the deconsolidation of Next Bridge on December 14, 2022. |
Goodwil | Goodwill – Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The carrying amount of goodwill is periodically reviewed for impairment (at a minimum annually) and whenever events or changes in circumstances indicate that the carrying value of this asset may not be recoverable. We first perform a qualitative assessment to test the reporting unit’s goodwill for impairment. Based on the qualitative assessment, if it is determined that the fair value of our reporting unit is more likely than not (i.e., a likelihood of more than 50 percent) to be less than its carrying amount, the quantitative assessment of the impairment test is performed. In the quantitative assessment, we compare the fair value of our reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired and we are not required to perform further testing. If the carrying value of the net assets of the reporting unit exceeds its fair value, then an impairment loss equal to the difference, but not exceeding the total carrying value of goodwill allocated to the reporting unit, would be recorded. |
Acquired intangibles | Acquired intangibles – In accordance with ASC 805 Business Combinations , we allocate the purchase price of acquired companies to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values. Such valuations may require management to make significant estimates and assumptions, especially with respect to intangible assets. Acquired intangible assets consist of acquired technology and customer relationships. In valuing acquired intangible assets, we make assumptions and estimates based in part on projected financial information, which makes assumptions and estimates inherently uncertain, particularly for early-stage technology companies. The significant estimates and assumptions used by us in the determination of the fair value of acquired intangible technology assets include the revenue growth rate and the discount rate. The significant estimates and assumptions used by us in the determination of the fair value of acquired customer contract intangible assets include the revenue growth rate and the discount rate. As a result of the judgments that need to be made, we obtain the assistance of independent valuation firms. We complete these assessments as soon as practical after the closing dates. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. |
Business Combinations | Business combinations - We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill to reporting units based on the expected benefit from the business combination. Allocation of purchase consideration to identifiable assets and liabilities affects the amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. |
Leases | Leases - We are a lessee in several non-cancellable operating leases for buildings. We account for leases in accordance with ASC 842 Leases . We determine if an arrangement is or contains a lease at contract inception. We recognize a right-of-use (ROU) asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective-interest rate method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. We do not record leases on our consolidated balance sheet with a term of one year or less. We elected a package of transition practical expedients, which included not reassessing whether any expired or existing contracts are or contain leases, not reassessing the lease classification of expired or existing leases, and not reassessing initial direct costs for existing leases. We also elected a practical expedient to not separate lease and non-lease components. |
Government grants and assistance | Government grants and assistance – Government grants are recognized at their fair value in the period when there is reasonable assurance that the conditions attaching to the grant will be met and that the grant will be received. Grants are recognized as income over the periods necessary to match them with the related costs that they are intended to compensate. When the grant relates to an asset, it is recognized as income over the useful life of the depreciable asset by way of government assistance. We also receive interest-free repayable loans from the Atlantic Canada Opportunities Agency (“ACOA”), a government agency. The benefit of the loan at a below-market rate of interest is treated as a government grant, measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates. The fair value of the components, being the loan and the government grant, must be calculated initially in order to allocate the proceeds to the components. The valuation is complex, as there is no active trading market for these items and is based on unobservable inputs. |
Revenue recognition | Revenue recognition – Our revenue is generated from product sales as well as development revenue. We recognize revenue when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers in an amount that reflects the consideration we expect to receive from its customers in exchange for those products or services. Revenue from the sale of prototypes and finished products is recognized at the point in time when control of the asset is transferred to the customer, generally on delivery of goods. We consider whether there are other obligations in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated. In determining the transaction price for the sale of prototypes, we consider the effects of variable consideration, the existence of significant financial components, non-cash consideration and consideration payable to the customer (if any). Revenue from development activities is recognized over time, using an output method to measure progress towards complete satisfaction of the research activities and associated performance obligations identified within each contract have been satisfied. |
Deferred revenue | Deferred revenue – Consist of fees invoiced or paid by our customers for which the associated performance obligations have not been satisfied and revenue has not been recognized based on our revenue recognition criteria described above. Deferred revenue is reported in a net position on an individual contract basis at the end of each reporting period and is classified as current in the consolidated balance sheet when the revenue recognition associated with the related customer payments and invoicing is expected to occur within one year of the balance sheet date and as long-term when the revenue recognition associated with the related customer payments and invoicing is expected to occur more than one year from the balance sheet date. |
Fair value measurements | Fair value measurements – We use valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We determine fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. |
Fair value option | Fair value option – Under the Fair Value Option Subsections of ASC Subtopic 825-10, Financial Instruments – Overall, we have the irrevocable option to report certain financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in the statement of operations. Any changes in the fair value of liabilities resulting from changes in instrument-specific credit risk are reported in other comprehensive income. |
Research and development | Research and development – Research and development activities are expensed as incurred. |
Basic and diluted earnings (loss) per share | Basic and diluted earnings (loss) per share – Basic earnings (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share gives effect to all dilutive potential common stock outstanding during the period including stock options, deferred stock units (“DSUs”), Restricted Share Units ("RSUs"), and warrants which are calculated using the treasury stock method, and convertible debt instruments using the if-converted method. Diluted earnings (loss) per common share excludes all dilutive potential shares if their effect is anti-dilutive. |
Stock based compensation | Stock based compensation – We recognize compensation expense for equity awards based on the grant date fair value of the award. We recognize stock-based compensation expense for awards granted to employees that have a graded vesting schedule based on a service condition only on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards (the “graded-vesting attribution method”), based on the estimated grant date fair value for each separately vesting tranche. For equity awards with a graded vesting schedule and a combination of service and performance conditions, we recognize stock-based compensation expense using a graded-vesting attribution method over the requisite service period when the achievement of a performance-based milestone is probable, based on the relative satisfaction of the performance condition as of the reporting date. For stock-based awards granted to consultants and non-employees, compensation expense is recognized using the graded-vesting attribution method over the period during which services are rendered by such consultants and non-employees until completed. The measurement date for each tranche of employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees’ requisite service period, which is the vesting period. We estimate the grant date fair value of awards using the Black-Scholes option pricing model and estimate the number of forfeitures expected to occur. We may use other pricing models when applicable such as Monte-Carlo simulation. See note 13 for our assumptions used in connection with option grants made during the periods covered by these consolidated financial statements. |
Income taxes | Income taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that the related tax benefits will not be realized. Authoritative guidance for uncertainty in income taxes requires that we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an examination. Management has reviewed our tax positions and determined there were no uncertain tax positions requiring recognition in the consolidated financial statements. Company tax returns remain subject to Federal, Provincial and State tax examinations. Generally, the applicable statutes of limitation are three to four years from their respective filings |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements ASU 2019-12 Effective January 1, 2021 , we adopted ASU 2019-12 on a prospective basis. The new standard was issued in December 2019 with the intent of simplifying the accounting for income taxes. The accounting update removes certain exceptions to the general principles in Accounting Standards Codification (ASC) Topic 740 Income Taxes and provides simplification by clarifying and amending existing guidance. The adoption of this ASU did not have a material impact on our consolidated financial statements. ASU 2020-09 In October 2020, the FASB issued ASU 2020-09, Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762. The amendments in ASU 2020-09 amend rules focused on the provision of material, relevant, and decision-useful information regarding guarantees and other credit enhancements and eliminate prescriptive requirements that have imposed unnecessary burdens and incentivized issuers of securities with guarantees and other credit enhancements to offer and sell those securities on an unregistered basis. The adopted amendments relate to the financial disclosure requirements for guarantors and issuers of guaranteed securities registered or being registered in Rule 3-10 of Regulation S-X, and affiliates whose securities collateralize securities registered or being registered in Rule 3-16 of Regulation S-X. The amendments in ASU 2020-09 are effective for public business entities for annual periods beginning after December 15, 2020. We adopted ASU 2020-09 on January 1, 2021 and its adoption did no t have a material effect on our consolidated financial statements and related disclosures. ASU 2020-10 In October 2020, the FASB issued ASU 2020-10, Codification Improvements , which updated various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. The amendments in ASU 2020-10 are effective for annual periods beginning after December 15, 2020, for public business entities. We adopted ASU 2020-10 on January 1, 2021 and its adoption did not have a material effect on our consolidated financial statements and related disclosures. ASU 2021-04 In April 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260). This guidance clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options due to a lack of explicit guidance in the FASB Codification. This guidance is effective for the Company's interim and annual reporting periods beginning after December 15, 2021. We adopted ASU 2021-04 on January 1, 2022 and its adoption did not have a material effect on our consolidated financial statements and related disclosures. ASU 2021-10 In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosure by Business Entities about Government Assistance, which improves the transparency of government assistance received by most business entities by requiring the disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and (3) the effect of the assistance on a business entity's financial statements. This guidance is effective for the Company's interim and annual reporting periods beginning after December 15, 2021. We adopted ASU 2021-10 on January 1, 2022 and its adoption did not have a material effect on our consolidated financial statements and related disclosures. ASU 2022-03 In June 2022, the FASB issued ASU 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 202203 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. We e lected to early adopt ASU 2022-03 on January 1, 2022 , a nd applied the amendment in measuring consideration transferred in the acquisition of the assets and IP of Optodot Corporation. As a result, we have not applied a discount for lack of marketability associated with the shareholder specific restriction for shares issued as consideration in the Optodot acquisition. See note 4. Accounting pronouncements not yet adopted ASU 2021-08 In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers . This guidance will be effective for our interim and annual reporting periods beginning after December 15, 2022. We do not anticipate the adoption of this standard on January 1, 2023 will have a material effect on our consolidated financial statements and related disclosures. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Torchlight [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Consideration | The following table summarizes the allocation of the purchase price to the net assets acquired based on the respective fair value of the acquired assets and liabilities: Amount Fair value of deemed issuance of MMI’s stock – Common Stock $ 82,814 Fair value of deemed issuance of MMI’s stock – Additional paid in capital 357,206,830 Fair value of Torchlight’s outstanding warrants – Additional paid in capital 2,773,778 Fair value of Torchlight’s outstanding options – Additional paid in capital 9,397,988 Total Effect on Equity 369,461,410 Effective settlement of notes payable by MMI to Torchlight ( 11,322,637 ) $ 358,138,773 Net assets (liabilities) of Torchlight: Cash and cash equivalents $ 143,381,229 Other assets 3,906,290 Oil and natural gas properties 72,600,000 Preferred stock liability ( 72,600,000 ) Accounts payable ( 2,496,510 ) Other liabilities ( 21,937 ) Goodwill 213,369,701 $ 358,138,773 |
Nanotech Security Corp [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Consideration | The following table summarizes the allocation of the revised purchase price to the net assets acquired based on the respective fair value of the acquired assets and liabilities: Amount Consideration paid to acquire Nanotech outstanding common stock $ 69,214,652 Consideration paid to repurchase Nanotech restricted stock units 300,610 Consideration paid to repurchase Nanotech stock options 2,612,035 $ 72,127,297 Net assets (liabilities) of Nanotech: Cash and cash equivalents $ 5,974,254 Accounts receivable 741,783 Trade payables ( 1,349,139 ) Prepaid expenses 271,741 Inventory 126,326 Property and equipment 14,771,456 Intangibles 25,309,847 Deferred tax liability ( 1,933,998 ) Goodwill 28,215,027 $ 72,127,297 |
Plasma App Ltd [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Consideration | The following table presents the provisional purchase price allocation as of December 31, 2022: Amount Fair value of common stock issued (1) $ 15,290,320 Fair value of deferred consideration (2) 1,698,926 $ 16,989,246 Net assets of PAL: Cash and cash equivalents $ 13,822 Other assets 36,104 Intangibles 12,600,000 Deferred tax liability ( 3,150,000 ) Goodwill 7,489,320 $ 16,989,246 (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 $ 1.60 . We recognized $ 9,677 in common stock and $ 15,280,645 in additional paid in capital in the 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 $ 1.60 . We recognized the full amount in additional paid in capital in the consolidated statements of changes in stockholders' equity. |
Summary of Unaudited Pro Forma Results of Operations | Unaudited pro forma results of operations for the years ended December 31, 2022 and 2021 are included below as if the Plasma acquisition occurred on January 1, 2021. This summary of the unaudited pro forma results of operations is not necessarily indicative of what our results of operations would have been had PAL been acquired at the beginning of 2021, nor does it purport to represent results of operations for any future periods. Year ended Year ended December 31, 2022 December 31, 2021 META excluding PAL PAL Total META PAL Total Revenue $ 10,200,167 $ — $ 10,200,167 $ 4,082,517 $ — $ 4,082,517 Loss from operations ( 81,818,759 ) ( 567,475 ) ( 82,386,234 ) ( 38,057,838 ) ( 16,822 ) ( 38,074,660 ) Net loss ( 78,147,504 ) ( 76,271 ) ( 78,223,775 ) ( 90,997,261 ) ( 16,822 ) ( 91,014,083 ) Add back: acquisition cost 264,883 16,663 281,546 — — — Deduct: additional depreciation and amortization — ( 1,178,859 ) ( 1,178,859 ) — ( 1,178,859 ) ( 1,178,859 ) Adjusted net loss $ ( 77,882,621 ) $ ( 1,238,467 ) $ ( 79,121,087 ) $ ( 90,997,261 ) $ ( 1,195,681 ) $ ( 92,192,942 ) |
Optodot Corporation [Member] | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Consideration | The following table presents the revised purchase price allocation: 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 23,300,000 Deferred tax liability ( 4,893,000 ) Goodwill 35,226,267 $ 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 December 31, 2022 , we recognized $ 22,305 in common stock and $ 41,768,810 in additional paid in capital in the 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; |
Summary of Unaudited Pro Forma Results of Operations | Unaudited pro forma results of operations for the years ended December 31, 2022 and 2021 are included below as if the Optodot acquisition occurred on January 1, 2021. This summary of the unaudited pro forma results of operations is not necessarily indicative of what our results of operations would have been had Optodot been acquired at the beginning of 2021, nor does it purport to represent results of operations for any future periods. Year ended Year ended December 31, 2022 December 31, 2021 META excluding Optodot Optodot Total META Optodot Total Revenue $ 10,120,865 $ 121,174 $ 10,242,038 $ 4,082,517 $ 127,090 $ 4,209,607 Loss from operations ( 80,158,252 ) ( 2,816,441 ) ( 82,974,694 ) ( 38,057,838 ) ( 3,475,074 ) ( 41,532,912 ) Net loss ( 76,075,095 ) ( 2,731,989 ) ( 78,807,085 ) ( 90,997,261 ) 4,652,718 ( 86,344,543 ) Add back: acquisition cost 700,404 97,712 798,116 — — — Deduct: additional depreciation and amortization — ( 2,330,000 ) ( 2,330,000 ) — ( 2,330,000 ) ( 2,330,000 ) Adjusted net loss $ ( 75,374,692 ) $ ( 4,964,277 ) $ ( 80,338,969 ) $ ( 90,997,261 ) $ 2,322,718 $ ( 88,674,543 ) |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | Inventory consists of photosensitive materials, lenses, laser protection film and finished eyewear, and is comprised of the following: As of December 31, 2022 2021 Raw materials $ 490,077 $ 196,868 Supplies 11,345 8,886 Work in process 51,589 30,636 Finished goods 42,058 29,328 Inventory provision ( 127,042 ) — Total inventory $ 468,027 $ 265,718 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: As of December 31, 2022 2021 Prepaid expenses $ 2,835,660 $ 1,262,112 Other current assets 365,583 683,044 Taxes receivable 4,000,856 1,506,211 Total prepaid expenses and other current assets $ 7,202,099 $ 3,451,367 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property, plant and equipment consist of the following: As of December 31, Useful life 2022 2021 (years) Land N/A $ 439,309 $ 469,317 Building 25 5,063,091 5,509,403 Computer equipment 3 - 5 775,736 262,320 Computer software 1 606,729 277,717 Manufacturing equipment 2 - 5 22,701,761 17,762,405 Office furniture 5 - 7 660,549 525,961 Leasehold improvements 2 2,172,134 236,251 Enterprise Resource Planning software 5 197,648 211,149 Assets under construction N/A 20,337,338 8,872,695 52,954,295 34,127,218 Accumulated depreciation and impairment ( 10,279,596 ) ( 7,109,104 ) $ 42,674,699 $ 27,018,114 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangibles, Net | Intangibles consist of the following: As of December 31, Useful life 2022 2021 (years) Patents 5 - 10 $ 42,111,143 $ 7,839,182 Trademarks 124,845 132,636 Developed technology 20 13,976,668 14,931,377 Customer contract 5 9,598,348 10,253,983 65,811,004 33,157,178 Accumulated amortization and impairment ( 9,497,687 ) ( 4,185,354 ) $ 56,313,317 $ 28,971,824 |
Schedule of Goodwill | Goodwill at December 31, 2021 $ 240,376,634 Additions from business combination 42,343,552 Purchase price Allocation adjustments 1,446,639 Effect of foreign exchange on goodwill ( 2,418,359 ) Goodwill at December 31, 2022 $ 281,748,466 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long Team Debt | As of December 31, 2022 2021 ACOA Business Development Program (“BDP”) 2012 interest-free loan 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 December 31, 2022, the amount of principle drawn 35,714.29 (2021 - CA$ 107,142.86 ). $ 25,880 $ 80,390 ACOA Atlantic Innovation Fund (“AIF”) 2015 interest-free loan 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 December 31, 2022, the amount or principal drawn down on the loan, net of repayments, is CA$, 2661,293 (2021 - CA$ 2,924,615 ). 1,449,493 1,666,764 ACOA BDP 2018 interest-free loan 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 December 31, 2022, the amount of principal drawn down on the loan, net of repayments, is CA$ 2,406,250 (2021 - CA$ 2,781,250 ). 1,136,556 1,319,130 ACOA PBS 2019 interest-free loan 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 September 30, 2022, the amount of principal drawn down on the loan, net of repayments, is CA$ 73,611 . (2021 - CA$ 90,278 ). 34,750 42,011 ACOA Regional Relief and Recovery Fund (“RRRF”) 2020 interest-free loan with a maximum contribution of CA$ 390,000 , repayable on monthly repayments commencing April 1, 2023 of CA$ 11,000 until April 1, 2026 . As at December 31, 2022, the amount of principle drawn down on the loan is CA$ 390,000 (2020 - CA$ 390,000 ). 159,642 120,154 Economic Development Agency of Canada for the Regions of Quebec (EDC) 2022 interest-free loan with a maximum contribution of CA$ 2,000,000 (CA$ 1,000,000 for building renovations and CA$ 1,000,000 for acquisition of equipment for Nanotech). Repayable in 60 monthly installments of CA$ 24,236 , with the first repayment due Dec 31, 2025 . As of December 31, 2022, the amount of principal drawn down of this funding was CA$ 1,454,167 with CA$ 1,012,569 , treated as a loan and CA$ 441,598 , treated as Deferred government assistance (See Note 19). 747,634 — 3,553,955 3,228,449 Less: current portion 483,226 491,278 $ 3,070,729 $ 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 recorded as deferred government assistance, which is being amortized over the useful life of the associated equipment. We recorded amortization expense of $ 3,047 and $ 145,739 for the years ended December 31, 2022 and 2021, respectively, as government assistance in the consolidated statements of operations and comprehensive loss. |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | |
Summary of Changes in Warrant | The following table summarizes the changes in warrants of the Company: Year ended December 31, 2022 2021 Number of Number of warrants Amount warrants 1 Amount 1 Balance, beginning of year 5,278,846 $ 6,959,800 3,144,272 $ 419,027 Issued 37,337,039 18,714,297 2,153,500 3,831,124 Exercised ( 1,988,629 ) ( 253,741 ) ( 449,306 ) ( 64,130 ) Expired ( 706,337 ) ( 101,163 ) — — Fair value of deemed issuance to Torchlight — — 430,380 2,773,779 Balance, end of year 39,920,919 $ 25,319,193 5,278,846 $ 6,959,800 1 All references to numbers of warrants have been retroactively restated to reflect as if Torchlight RTO had taken place as of the beginning of the earliest period presented. The numbers of warrants issued pre-CPM RTO have been divided by 2 , multiplied by the 2.75 CPM conversion ratio and the 1.845 Torchlight conversion ratio. There were no warrants issued post CPM RTO except for Torchlight warrants. All references to numbers of broker warrants have been retroactively restated to reflect as if Torchlight RTO had taken place as of the beginning of the earliest period presented. The numbers of broker warrants issued pre-CPM RTO have been multiplied by the 2.75 CPM conversion ratio and the 1.845 Torchlight conversion ratio. There were no broker warrants issued post CPM RTO. |
Summary of Option Pricing Model | The fair value of warrants and broker warrants that were issued and estimated using the Black-Scholes option pricing model have the following inputs and assumptions: Year ended December 31, 2022 2021 Weighted average grant date fair value 0.53 3.73 Weighted average expected volatility 89 % 91 % Weighted average risk-free interest rate 3.18 % 0.87 % Weighted average dividend yield 0.00 % 0.00 % Weighted average forfeiture rate 0.00 % 0.00 % Weighted average term of warrants 5 years 4.36 years The fair value of warrants that were issued and estimated using the Monte Carlo Simulation have the following inputs and assumptions: Year ended December 31, 2021 Weighted average risk-free interest rate 0.42 % Weighted average expected volatility 80.00 % Weighted average term of warrants 5 years |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of change in share outstanding options | The following table summarizes the change in outstanding stock options of the Company: Average Average exercise exercise price per remaining Aggregate Number of 1 stock contractual intrinsic Outstanding, December 31, 2020 24,477,507 $ 0.33 8.36 $ 688,952 Exercised ( 4,486,965 ) 0.36 Forfeited ( 85,901 ) 0.34 Fair value of deemed issuance to Torchlight 1,500,000 2.22 Outstanding, December 31, 2021 21,404,641 $ 0.46 7.34 $ 56,924,556 Granted 14,318,993 1.41 Exercised ( 1,688,538 ) 0.27 Forfeited ( 440,052 ) 1.02 Outstanding, December 31, 2022 33,595,044 $ 0.80 9.31 $ 17,611,251 Exercisable, December 31, 2022 24,327,577 $ 0.71 8.23 $ 14,917,424 |
Summary of stock options outstanding | Below is a summary of the outstanding options as of December 31, 2022 and December 31, 2021: As of December 31, 2022 2021 Range of exercise price Number outstanding Number exercisable Number outstanding 1 Number exercisable 1 $ 0.12 - $ 0.27 18,128,657 15,549,318 19,954,641 11,781,030 $ 0.89 - $ 1.00 2,984,668 1,822,394 375,000 325,000 $ 1.17 - $ 1.26 2,782,704 932,082 — — $ 1.31 - $ 1.58 6,729,904 3,054,672 — — $ 1.97 - 2.00 2,969,111 2,969,111 1,075,000 1,125,000 33,595,044 24,327,577 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: Year ended December 31, 2022 2021 Weighted average Grant date fair value 0.81 6.27 Weighted average expected volatility 81 % 84 % Weighted average risk-free interest rate 2.56 % 0.73 % Weighted average expected life of the options 4.19 years 1 year |
Summary of change in outstanding share RSUs | The following table summarizes the change in outstanding RSUs: Number of Weighted Outstanding, December 31, 2020 — $ — Granted 300,000 6.43 Outstanding, December 31, 2021 300,000 $ 6.43 Granted 7,207,261 1.45 Forfeited ( 326,395 ) 1.60 Vested and settled ( 673,944 ) 1.15 Outstanding, December 31, 2022 6,506,922 $ 1.71 Vested but not yet settled, December 31, 2022 482,486 $ 4.47 |
DSU Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of change in outstanding share DSU's | The following table summarizes the change in DSUs of the Company: Number of 1 Weighted Outstanding, December 31, 2020 3,455,224 $ 0.08 Granted 191,802 2.70 Outstanding, December 31, 2021 3,647,026 $ 0.22 Granted 263,160 1.71 Outstanding, December 31, 2022 3,910,186 $ 0.32 |
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 consolidated statements of operations was as follows: Year ended December 31, 2022 2021 Cost of sales $ 544,468 $ — Selling & marketing 376,449 — General & administrative 1,631,995 517,869 Research & development 2,101,035 — $ 4,653,947 $ 517,869 |
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 included in the consolidated statements of operations was as follows: Year ended December 31, 2022 2021 Selling & marketing $ 195,041 $ 34,735 General & administrative 5,930,518 544,530 Research & development 2,490,979 479,715 $ 8,616,538 $ 1,058,980 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Loss before Income Taxes | Loss before income taxes was as follows: Year ended December 31, 2022 2021 Local $ ( 58,490,568 ) $ ( 30,552,839 ) Foreign ( 26,445,816 ) ( 61,296,485 ) Loss before income taxes $ ( 84,936,384 ) $ ( 91,849,324 ) |
Summary of Income Tax Provision | Income tax provision was as follows: Year ended December 31, 2022 2021 Current tax expense: Local $ 1,256 $ 800 Foreign — — Current tax expense 1,256 800 Deferred tax benefit: Local ( 4,893,000 ) — Foreign ( 942,416 ) ( 852,863 ) Deferred tax benefit ( 5,835,416 ) ( 852,863 ) Income tax recovery $ ( 5,834,160 ) $ ( 852,063 ) |
Summary of Income Tax Provision reconciliation | The income tax provisio n differs from the amount computed by applying the federal income tax rate of 21 % for 2021 (2020 - 21 %) to the loss before income taxes as a result of the following differences: Year ended December 31, 2022 2021 Tax computed at federal statutory rate $ ( 17,836,641 ) $ ( 19,288,357 ) State income taxes, net of federal benefit ( 1,428,381 ) ( 1,075,114 ) Capital loss ( 7,192,458 ) — Share-based compensation — 2,289,214 Unrealized loss on Fair Value Through Profit and Loss liabilities — 11,752,697 Other permanent items ( 3,750,116 ) ( 114,799 ) Foreign currency and other 185,860 929,664 Research and development credit ( 319,137 ) — Foreign rate differential ( 1,484,069 ) ( 4,889,797 ) Provision to return 1,595,074 — Deferred true-ups 1,525,095 — Change in valuation allowance 22,870,613 9,544,429 Income tax recovery $ ( 5,834,160 ) $ ( 852,063 ) |
Summary of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows: As of December 31, 2022 2021 Deferred tax assets Non-capital losses $ 30,527,370 $ 25,110,497 Capital loss carryforward 7,228,389 — Stock-based compensation 5,718,562 — Allowance for doubtful accounts 4,609,247 — Research and development tax credits 2,824,760 1,972,694 Research and development expense capitalization 2,198,314 — Reserves and other accruals 1,144,703 — Operating lease right-of-use assets 808,717 — Intangible assets 72,895 69,964 Other assets 37,426 46,725 Total gross deferred tax assets 55,170,383 27,199,880 Less: valuation allowance ( 41,688,855 ) ( 18,659,901 ) 13,481,528 8,539,979 Deferred tax liabilities Intangible assets ( 12,355,386 ) ( 6,276,390 ) Property, plant and equipment ( 2,791,147 ) ( 2,226,741 ) Long-term operating lease liabilities ( 1,234,015 ) — Long-term debt ( 189,260 ) ( 251,646 ) Funding obligation ( 112,974 ) ( 109,681 ) Other liabilities ( 52,731 ) — ( 16,735,513 ) ( 8,864,458 ) Net deferred tax liability $ ( 3,253,985 ) $ ( 324,479 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary Basic and Diluted Net Loss Per Share | The following table sets forth the calculation of basic and diluted net loss per share during the periods presented: Year ended December 31, 2022 2021 Numerator: Net loss $ ( 79,102,224 ) $ ( 90,997,261 ) Denominator: Weighted-average shares, basic 328,350,452 232,898,398 Weighted-average shares, diluted 328,350,452 232,898,398 Net loss per share Basic ( 0.24 ) ( 0.39 ) Diluted ( 0.24 ) ( 0.39 ) |
Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive shares were not included in the calculation of diluted shares above as the effect would have been anti-dilutive: As of December 31, 2022 2021 Options 33,595,044 21,404,641 Warrants 39,920,919 5,278,846 RSUs 6,506,922 300,000 DSUs 3,910,186 3,647,026 83,933,071 30,630,513 |
Additional Cash Flow Informat_2
Additional Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Net Changes in Operating Assets and Liabilities | The net changes in operating assets and liabilities consist of the following: As of December 31, 2022 2021 Grants receivable $ 172,765 $ 149,798 Inventory ( 319,116 ) 325,657 Accounts and other receivables 287,320 ( 880,613 ) Prepaid expenses and other current assets ( 4,799,174 ) ( 2,100,370 ) Trade payables 5,410,515 6,906,375 Due to related party ( 108,102 ) ( 78,940 ) Operating lease Right-of-use Asset ( 231 ) 1,018,691 Operating lease liabilities ( 997,067 ) ( 688,183 ) $ ( 353,090 ) $ 4,652,415 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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: 2022 2021 Financial liability Carrying value Fair value Carrying value Fair value Funding obligation $ 180,705 $ 85,411 $ 268,976 $ 170,338 Operating lease liabilities 4,342,157 5,666,940 4,370,635 6,149,369 Long-term debt 3,553,955 2,663,460 3,228,449 2,303,648 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue Disaggregated | Revenue is disaggregated as follows: Year ended December 31, 2022 2021 Product sales $ 1,211,746 $ 407,915 Contract revenue [1] 8,809,119 3,427,938 Other development revenue 179,302 246,664 Development revenue 8,988,421 3,674,602 $ 10,200,167 $ 4,082,517 [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. Refer to note 19 for outstanding contracts. |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Revenue Disclosure [Abstract] | |
Summary Of Deferred Revenue | Deferred revenue consists of the following: As of December 31, 2022 2021 Satair A/S-exclusive rights [1] $ 575,770 $ 717,615 Satair A/S-advance against PO [2] 459,539 490,929 LM Aero-MetaSOLAR commercialization [3] — 92,698 Breakthrough Starshot Foundation [4] 75,000 75,000 Innovate UK-R&D tax credit — 18,588 Other deferred revenue 100,000 21,910 1,210,309 1,416,740 Less: current portion ( 730,501 ) ( 779,732 ) $ 479,808 $ 637,008 [1] On September 18, 2018, we signed an exclusive distribution agreement with Satair A/S for a term of 10 years . According to this agreement, the Company grants Satair A/S the exclusive right to sell, market, and distribute eyewear and visor products incorporating metamaterial-based laser protection technology that are developed or manufactured by the Company for use in aviation, military, and defense. On September 13, 2018, we received a fee of $ 1,000,000 for the exclusive distribution rights granted under this agreement and the payment was recognized as deferred revenue on the consolidated balance sheets. It will be accounted as development revenue over a period of 8 years and no repayment of the $ 1,000,000 is required if the contract termination is after the 8th anniversary of the effective date. During the year ended December 31, 2022 , we have recognized $ 99,629 ( 2021 : $ 102,269 ) as development revenue related to this agreement. [2] On July 20, 2018, we received a purchase order for MetaVisor (eyewear/eye protection) from Satair A/S for $ 2,000,000 . On November 7, 2018, we received a partial advance payment of $ 500,000 against this purchase order. We have set up a guarantee/standby letter of credit with RBC. 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 fro m the letter of credit with RBC. As at December 31, 2022 , no amount has been drawn from the letter of credit with RBC. Refer to note 26 f or information regarding the letter of credit. [3] On April 26, 2017, we received $ 4,150,000 from Lockheed Martin Aeronautics Corporation (“LM Aero”) in relation to the Offset Project Agreement (“OPA”). The purpose of the OPA was to document the agreement between LM Aero and the Company with respect to our planned growth through R&D and commercialization activities using the MetaSOLAR technology as well as the contribution that LM Aero made to us in return for our effective assistance in obtaining credit arising from the project as set forth in the OPA. We have set up an irrevocable standby letter of credit with RBC. In the event we fail to meet the obligations under the OPA, LM Aero shall draw from the letter of credit with RBC. The performance obligations for the milestone are satisfied through-out the period. During the year ended December 31, 2022, we have recognized $ 93,000 ( 2021 : $ 562,531 ) as development revenue related to this agreement. [4] On March 1, 2020, we entered into a research agreement with Breakthrough Starshot Foundation LLC under the project “Lightsail” for $ 150,000 . We received $ 75,000 on March 6, 2020 which has been recorded as part of deferred revenue. |
Deferred Government Assistance
Deferred Government Assistance (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Government Assistance [Abstract] | |
Schedule of Grants Receivable | a) Grants receivable As of December 31, 2022 2021 ACOA-PBS [1] $ — $ 8,069 Co-Op wage subsidy [2] — 7,318 Canada Emergency Wage Subsidy [3] — 122,940 Innovate UK – Diabet [4] — 13,790 NSBI - Export development program [5] — 23,663 $ — $ 175,780 [1] On November 21, 2018, ACOA approved two non-repayable contribution of $ 37,679 each to the Company under Business Development Program – Productivity and Business skills (“PBS”) for the cost to create product and commercialization strategies. [2] During 2021, we applied for and received grants related to co-op students and recent graduates under the Nova Scotia Co-Op Subsidy, Graduate To Opportunity Program ("GTO") and Venture for Canada program ("VFC"). [3] During 2021, we received the 2020 outstanding balance of $ 233,446 as well as recognized $ 443,494 government assistance from Canada Emergency Wage subsidy ("CEWS") as other income in the consolidated statements of operations and comprehensive loss, of which $ 321,547 has been received. [4] On February 13, 2019, Innovate UK approved a grant to MediWise for the project “Diabet – Innovate wrist device for high accuracy non-invasive blood glucose monitoring”. During 2022 , we received $ nil ( 2021 : $ 132,288 ) in relation to the grant and in recognized government assistance of $ nil ( 2021 : $ 110,125 ) as other income in the consolidated statements of operations and comprehensive loss. [5] On December 15, 2021, we applied for NSBI - Export development program a nd recognized $ 23,663 as other income in the consolidated statements of operations and comprehensive loss. |
Schedule of Deferred Government Assistance | b) Deferred government assistance As of December 31, 2022 2021 SDTC [1] $ 799,490 $ 846,612 Deferred government assistance [2] 319,017 3,038 1,118,507 849,650 Less: current portion ( 799,490 ) ( 846,612 ) $ 319,017 $ 3,038 [1] On May 15, 2018, we entered into an agreement with the Canada Foundation for Sustainable Development Technology Canada (“SDTC”) for $ 4.2 million. The contribution provides funding for eligible costs incurred relating to the further development and demonstration of technology related to solar cells in connection with the project entitled “Enabling solar flight a testing ground for lightweight and efficient solar panels”. On March 30, 2021, we have received an additional 5 % contribution from SDTC of $ 0.2 million. During the year ended December 31, 2022, we have recognized $ Nil ( 2021 : $ 0.2 million) as government assistance in the consolidated statements of operations and comprehensive loss. [2] On November 10, 2022, we entered into an agreement with the Economic Development Agency of Canada for the Regions of Quebec (“EDC”) for $ 1.5 million. The contribution provides funding for eligible costs incurred relating to improvement of the Thurso facilities and the acquisition of digital production equipment. On December 20, 2022, we have received approximately $ 1.1 million of the total contribution and as of December 31, 2022 we have recognized $ 0.4 million in deferred government assistance. During the year ended December 31, 2022, we have recognized $ Nil (2021: $ Nil ) as government assistance in the consolidated statements of operations and comprehensive loss. |
Summary of Government Assistance Recognized in Consolidated Statements of Operations and Comprehensive Loss | c) Government assistance recognized in the consolidated statements of operations and comprehensive loss Year ended December 31, 2022 2021 Innovative UK $ — $ 161,990 Payroll subsidies 77,075 741,322 Amortization of deferred government assistance 3,047 145,739 R&D tax credit 138,410 — Fair value gain on initial recognition of ACOA loans — 236,021 SDTC — 448,894 $ 218,532 $ 1,733,966 |
Interest expense, net (Tables)
Interest expense, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Banking and Thrift, Interest [Abstract] | |
Interest expense, net | Year ended December 31, 2022 2021 Non-cash interest accretion $ ( 403,317 ) $ ( 904,925 ) Interest & bank charges 133,518 ( 220,460 ) Interest income 95,565 18,940 $ ( 174,234 ) $ ( 1,106,445 ) |
Loss on Financial Instruments_2
Loss on Financial Instruments, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Loss on Financial Instruments, Net | Year ended December 31, 2022 2021 Loss on unsecured convertible promissory notes – Bridge loan $ — $ ( 19,163,417 ) Loss on unsecured convertible promissory notes – Torchlight notes — ( 343,197 ) Loss on secured convertible debentures — ( 16,957,029 ) Loss on unsecured convertible debentures — ( 4,076,448 ) $ — $ ( 40,540,091 ) |
Other Expenses, Net (Tables)
Other Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Expenses, Net | Year ended December 31, 2022 2021 O&G assets maintenance cost [1] $ ( 3,859,851 ) $ ( 14,155,851 ) Government Assistance (note 20) 218,532 1,733,966 Other income 72,038 8,850 Fair value gain on long-term debt 56,185 2,278 Fair value gain on funding obligation (note 24) 79,339 471,689 $ ( 3,433,757 ) $ ( 11,939,068 ) [1] We incurred costs in relation to certain drilling activity carried out at its Oil and Gas properties, to remain in compliance with all aspects of our lease obligations and to satisfy the Continuous Drilling Clause ("CDC") with University Lands. Subsequent to December 14, 2022, these oil and gas assets, and the associated lease obligations, are no longer owned by us, as they formed part of the net assets deconsolidated as part of the Next Bridge spin-off (see note 5). |
Funding Obligation (Tables)
Funding Obligation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Funding Obligation | As of December 31, 2022 2021 Outstanding obligation [1] $ 959,835 $ 1,025,398 Fair value of interest-free component [2] ( 852,573 ) ( 855,060 ) Principal adjusted for interest-free component 107,262 170,338 Accumulated non-cash interest accretion 73,443 98,638 Carrying amount 180,705 268,976 Less current portion — — $ 180,705 $ 268,976 [1] In June 2019, we entered into a statement of work (“SOW”) with a third party for the purchase of manufacturing equipment. The SOW was initiated based on the Industrial and Regional Benefits general investment funding between the third party and the Government of Canada. We received the funds in two tranches after achieving two milestones as per the SOW. The funds are repayable, commencing three years from date of receipt, based on 10 % of revenue from the sale of holographic film that is produced using the related manufacturing equipment paid for under this funding obligation. In June 2019, we achieved the first milestone and received CA$ 325,000 and in October 2019, we achieved the second milestone and received CA$ 975,000 . We have not sold holographic film related to this SOW to date. [2] The amounts received under the agreement have been recorded at fair value by applying the effective interest rate method on the dates the funding was received, using an estimated market interest rate of 15 %. During the year ended December 31, 2021 , we elected to bring the market interest rate to current rates and increased it to 19.17 %. Following management discussions, the revenue generation ability from the manufacturing equipment bought under the funding obligation was reduced, resulting in a longer repayment period. The combination of these two changes prompted us to recognize a gain of $ 79,339 for the year ended December 31, 2022 (2021, $ 471,004 ) in the consolidated statements of operations and comprehensive loss. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of Operating Lease Expense | Total operating lease expense included in the consolidated statements of operations and comprehensive loss is as follows: Year ended December 31, 2022 2021 Operating lease expense $ 2,057,157 $ 546,197 Short term lease expense 584,645 229,475 Variable and other lease expense 263,500 92,862 Total $ 2,905,302 $ 868,534 |
Summary Of Future Minimum Payments Under Non-cancelable Operating Lease Obligations | Future minimum payments under non-cancelable operating lease obligations were as follows as of December 31, 2022: 2023 $ 1,261,249 2024 1,263,455 2025 1,153,305 2026 994,967 Thereafter 2,892,472 Total minimum lease payments 7,565,448 Less: interest ( 3,223,291 ) Present value of net minimum lease payments 4,342,157 Less: current portion of lease liabilities ( 967,126 ) Total long-term lease liabilities $ 3,375,031 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases is as follows: Year ended December 31, 2022 2021 Weighted Average Remaining Lease Term 5 years 5 years Weighted Average Discount Rate 17.17 % 17.85 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary Of Commitments For Maintenance Contracts And Asset Purchases | g) As of December 31, 2022, we have on-going commitments for leases and maintenance contracts as follow: 2023 $ 267,210 2024 557,747 2025 569,240 2026 583,795 Thereafter 5,207,113 $ 7,185,105 |
Corporate Information - Additio
Corporate Information - Additional Information (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 14, 2022 | Dec. 31, 2021 | |
Common stock, shares outstanding | 362,247,867 | 284,573,316 | |
Next Bridge Hydrocarbons Inc. [Member] | |||
Common stock, shares outstanding | 165,472,241 | ||
Arrangement Agreement [Member] | Torchlight [Member] | |||
Date of acquisition agreement | Dec. 14, 2020 |
Going Concern - Additional Info
Going Concern - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (79,102,224) | $ (90,997,261) |
Accumulated deficit | $ (207,496,328) | $ (128,394,104) |
Substantial doubt about going concern, management's evaluation | Our evaluation entails analyzing prospective operating budgets and forecasts for expectations of our cash needs and comparing those needs to the current cash and cash equivalent balances. | |
Substantial doubt about going concern, within one year | true |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) | Dec. 31, 2022 USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Allowance for losses on notes receivable | $ 0 |
ASU 2019-12 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2021 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
ASU 2020-09 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2021 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
ASU 2020-10 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2021 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
ASU 2021-04 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
ASU 2021-10 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
ASU 2022-03 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 |
Acquisitions - Summary of Purch
Acquisitions - Summary of Purchase Price to Net Assets Acquired, On Relative Fair Values Basis (Details) - USD ($) | 12 Months Ended | |||||
Jun. 22, 2022 | Oct. 05, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | Apr. 01, 2022 | |
Business Acquisition [Line Items] | ||||||
Fair value of common stock issued | $ 358,138,773 | |||||
Total Effect on Equity | 369,461,410 | |||||
Effective settlement of notes payable by MMI to Torchlight | (11,322,637) | |||||
Net assets (liabilities): | ||||||
Goodwill | $ 281,748,466 | 240,376,634 | ||||
Torchlight [Member] | ||||||
Net assets (liabilities): | ||||||
Cash and cash equivalents | 143,381,229 | |||||
Other assets | 3,906,290 | |||||
Preferred stock liability | (72,600,000) | |||||
Accounts payable | (2,496,510) | |||||
Other liabilities | (21,937) | |||||
Goodwill | 213,369,701 | |||||
Business combination, recognized identifiable assets acquired, goodwill, and liabilities assumed, net | 358,138,773 | |||||
Torchlight [Member] | Oil And Natural Gas Properties [Member] | ||||||
Net assets (liabilities): | ||||||
Property and equipment | 72,600,000 | |||||
Nanotech Security Corp [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | 511,406 | |||||
Business combination, consideration transferred | $ 72,127,297 | |||||
Net assets (liabilities): | ||||||
Cash and cash equivalents | 5,974,254 | |||||
Property and equipment | 14,771,456 | |||||
Accounts payable | (1,349,139) | |||||
Goodwill | 28,215,027 | |||||
Accounts receivable | 741,783 | |||||
Prepaid expenses | 271,741 | |||||
Inventory | 126,326 | |||||
Intangibles | 25,309,847 | |||||
Deferred tax liability | (1,933,998) | |||||
Business combination, recognized identifiable assets acquired, goodwill, and liabilities assumed, net | 72,127,297 | |||||
Nanotech Security Corp [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, consideration transferred | 300,610 | |||||
Nanotech Security Corp [Member] | Stock Options [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, consideration transferred | 2,612,035 | |||||
Plasma App Ltd [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of common stock issued | 15,290,320 | |||||
Fair value of deferred consideration | 1,698,926 | |||||
Business combination, consideration transferred | 16,989,246 | |||||
Net assets (liabilities): | ||||||
Cash and cash equivalents | 13,822 | |||||
Other assets | 36,104 | |||||
Goodwill | 7,489,320 | $ 10,100,000 | ||||
Intangibles | 12,600,000 | |||||
Deferred tax liability | (3,150,000) | |||||
Business combination, recognized identifiable assets acquired, goodwill, and liabilities assumed, net | 16,989,246 | |||||
Optodot Corporation [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 3,500,000 | |||||
Business combination, consideration transferred | 53,633,267 | |||||
Net assets (liabilities): | ||||||
Goodwill | 35,226,267 | $ 32,200,000 | ||||
Intangibles | 23,300,000 | |||||
Deferred tax liability | (4,893,000) | |||||
Business combination, recognized identifiable assets acquired, goodwill, and liabilities assumed, net | 53,633,267 | |||||
Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of common stock issued | 82,814 | |||||
Common Stock [Member] | Plasma App Ltd [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of common stock issued | $ 9,677 | |||||
Common Stock [Member] | Optodot Corporation [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of common stock issued | 41,791,115 | 22,305 | ||||
Additional Paid-in Capital [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of common stock issued | 357,206,830 | |||||
Additional Paid-in Capital [Member] | Torchlight [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of Torchlight's outstanding warrants – Additional paid in capital | 2,773,778 | |||||
Fair value of Torchlight's outstanding options – Additional paid in capital | $ 9,397,988 | |||||
Additional Paid-in Capital [Member] | Plasma App Ltd [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of common stock issued | $ 15,280,645 | |||||
Additional Paid-in Capital [Member] | Optodot Corporation [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of common stock issued | $ 41,768,810 | |||||
Nanotech Common Shares [Member] | Nanotech Security Corp [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, consideration transferred | $ 69,214,652 | |||||
Restricted Common Stock [Member] | Optodot Corporation [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of common stock issued | $ 8,342,152 |
Acquisitions - Summary of Pur_2
Acquisitions - Summary of Purchase Price to Net Assets Acquired, On Relative Fair Values Basis (Parenthetical) (Details) - USD ($) | 12 Months Ended | |||
Jun. 22, 2022 | Apr. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Fair value of common stock issued | $ 358,138,773 | |||
Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of common stock issued | $ 82,814 | |||
Stock Issued During Period for Acquisitions | 36,443,684 | 82,813,994 | ||
Additional Paid-in Capital [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of common stock issued | $ 357,206,830 | |||
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 | |||
Business acquisition share price | $ 1.60 | |||
Fair value of common stock issued | $ 9,677 | |||
Number of shares to be issued as deferred consideration | 1,075,268 | |||
Plasma App Ltd [Member] | Additional Paid-in Capital [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of common stock issued | $ 15,280,645 | |||
Optodot Corporation [Member] | Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock issued or issuable | 22,348,190 | |||
Business acquisition share price | $ 1.87 | |||
Fair value of common stock issued | $ 41,791,115 | 22,305 | ||
Stock Issued During Period for 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 | $ 41,768,810 | |||
Optodot Corporation [Member] | Restricted Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock issued or issuable | 4,461,044 | |||
Business acquisition 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] | ||||
Percentage of shares to be vested upon revenue milestone achieved | 66.66% | |||
Number of shares to be vested upon revenue mile stone achieved | 2,974,029 | |||
Optodot Corporation [Member] | Restricted Common Stock [Member] | Tranche Two [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of shares to be vested upon revenue milestone achieved | 33.33% | |||
Number of shares to be vested upon revenue mile stone achieved | 1,487,015 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | 12 Months Ended | |||||||
Jun. 22, 2022 USD ($) $ / shares shares | Apr. 01, 2022 USD ($) $ / shares shares | Oct. 05, 2021 USD ($) shares | Jun. 28, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Oct. 05, 2021 $ / shares | |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 281,748,466 | $ 240,376,634 | ||||||
Revenues | 10,200,167 | 4,082,517 | ||||||
Loss from operations | (83,264,683) | (38,057,838) | ||||||
Deferred tax liabilities | 3,253,985 | 324,479 | ||||||
Torchlight [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | 213,369,701 | |||||||
Estimated fair value of O&G assets | 75,500,000 | |||||||
Torchlight [Member] | Orogrande Project, West Texas [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated fair value of O&G assets | 72,000,000 | |||||||
Torchlight [Member] | Hazel Project Property in Midland Basin [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated fair value of O&G assets | 3,500,000 | |||||||
Torchlight [Member] | Minimum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Implied enterprise value of O&G assets | 55,100,000 | |||||||
Torchlight [Member] | Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Implied enterprise value of O&G assets | 109,000,000 | |||||||
Nanotech Security Corp [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination total consideration transferred value | $ 72,127,297 | |||||||
Business acquisition share price | $ / shares | $ 1.25 | |||||||
Goodwill | $ 28,215,027 | |||||||
Percentage of voting equity interests acquired | 100% | |||||||
Business acquisition effective date | Oct. 05, 2021 | |||||||
Cash payment | $ 511,406 | |||||||
Nanotech Security Corp [Member] | Nanotech Common Shares [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination total consideration transferred value | $ 69,214,652 | |||||||
Nanotech Security Corp [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination total consideration transferred value | $ 300,610 | |||||||
Nanotech Security Corp [Member] | Restricted Stock Units (RSUs) [Member] | Nanotech Common Shares [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition share price | $ / shares | 1.25 | |||||||
Repurchase of restricted stock units to purchase common stock | shares | 303,391 | |||||||
Nanotech Security Corp [Member] | Money Options [Member] | Nanotech Common Shares [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition share price | $ / shares | $ 1.25 | |||||||
Money options to acquire shares of common stock | shares | 4,359,000 | |||||||
Plasma App Ltd [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination total consideration transferred value | 16,989,246 | |||||||
Goodwill | $ 7,489,320 | $ 10,100,000 | ||||||
Percentage of voting equity interests acquired | 100% | |||||||
Business acquisition effective date | Apr. 01, 2022 | |||||||
Revenues | $ 0 | |||||||
Loss from operations | (1,000,000) | |||||||
Plasma App Ltd [Member] | Developed Technology Assets [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquired finite lived intangible assets | $ 12,600,000 | |||||||
Plasma App Ltd [Member] | Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination shares equity interest issued or issuable | shares | 9,677,419 | |||||||
Business acquisition share price | $ / shares | $ 1.60 | |||||||
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] | Minimum [Member] | Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Value of stock to be issued pursuant to deferred consideration of acquisition | $ 20,000 | |||||||
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 | |||||||
Optodot Corporation [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination total consideration transferred value | $ 53,633,267 | |||||||
Goodwill | $ 35,226,267 | $ 32,200,000 | ||||||
Increase in intangibles | 1,800,000 | |||||||
Increase (decrease) in Goodwill | 3,100,000 | |||||||
Business acquisition effective date | Jun. 22, 2022 | |||||||
Revenues | 900,000 | |||||||
Loss from operations | 0 | |||||||
Cash payment | $ 3,500,000 | |||||||
Deferred tax liabilities | 4,900,000 | |||||||
Optodot Corporation [Member] | Developed Technology Assets [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquired finite lived intangible assets | $ 23,300,000 | |||||||
Optodot Corporation [Member] | Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination shares equity interest issued or issuable | shares | 22,348,190 | |||||||
Business acquisition share price | $ / shares | $ 1.87 | |||||||
Value of shares issued as consideration for acquisition | $ 37,500,000 | |||||||
Optodot Corporation [Member] | Restricted Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination shares equity interest issued or issuable | shares | 4,461,044 | |||||||
Business acquisition share price | $ / shares | $ 1.87 | |||||||
Value of shares issued as consideration for acquisition | $ 7,500,000 | |||||||
Meta [Member] | Torchlight [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination total consideration transferred value | $ 358,000,000 | |||||||
Goodwill | $ 213,000,000 | |||||||
Prior Period Adjustment [Member] | Plasma App Ltd [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Increase in intangibles | 5,900,000 | |||||||
Increase (decrease) in Goodwill | (2,700,000) | |||||||
Deferred tax liabilities | $ 3,200,000 |
Acquisitions - Summary of Unaud
Acquisitions - Summary of Unaudited Pro Forma Results of Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
META Excluding Plasma App Ltd [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | $ 10,200,167 | $ 4,082,517 |
Loss from operations | (81,818,759) | (38,057,838) |
Net loss | (78,147,504) | (90,997,261) |
Add back: acquisition cost | 264,883 | |
Adjusted net loss | (77,882,621) | (90,997,261) |
META Excluding Optodot [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | 10,120,865 | 4,082,517 |
Loss from operations | (80,158,252) | (38,057,838) |
Net loss | (76,075,095) | (90,997,261) |
Add back: acquisition cost | 700,404 | |
Adjusted net loss | (75,374,692) | (90,997,261) |
Plasma App Ltd [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | ||
Loss from operations | (567,475) | (16,822) |
Net loss | (76,271) | (16,822) |
Add back: acquisition cost | 16,663 | |
Deduct: additional depreciation and amortization | 1,178,859 | 1,178,859 |
Adjusted net loss | (1,238,467) | (1,195,681) |
Optodot Corporation [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | 121,174 | 127,090 |
Loss from operations | (2,816,441) | (3,475,074) |
Net loss | (2,731,989) | 4,652,718 |
Add back: acquisition cost | 97,712 | |
Deduct: additional depreciation and amortization | 2,330,000 | 2,330,000 |
Adjusted net loss | (4,964,277) | 2,322,718 |
META Including Plasma App Ltd [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | 10,200,167 | 4,082,517 |
Loss from operations | (82,386,234) | (38,074,660) |
Net loss | (78,223,775) | (91,014,083) |
Add back: acquisition cost | 281,546 | |
Deduct: additional depreciation and amortization | 1,178,859 | 1,178,859 |
Adjusted net loss | (79,121,087) | (92,192,942) |
META Including Optodot [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | 10,242,038 | 4,209,607 |
Loss from operations | (82,974,694) | (41,532,912) |
Net loss | (78,807,085) | (86,344,543) |
Add back: acquisition cost | 798,116 | |
Deduct: additional depreciation and amortization | 2,330,000 | 2,330,000 |
Adjusted net loss | $ (80,338,969) | $ (88,674,543) |
Deconsolidation of Next Bridg_2
Deconsolidation of Next Bridge subsidiaries and Notes Receivable - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Oct. 31, 2021 | Dec. 31, 2022 | Dec. 14, 2022 | |
Subsidiary or Equity Method Investee [Line Items] | |||
Gain on deconsolidation of wholly-owned subsidiary | $ 3,990,737 | ||
Next Bridge Hydrocarbons Inc. [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Gain on deconsolidation of wholly-owned subsidiary | 4,000,000 | ||
Derecognizing of working capital | 1,800,000 | ||
Fair value of note receivable | $ 2,200,000 | ||
Estimated and measured fair value of note receivable | $ 2,200,000 | ||
Next Bridge Hydrocarbons Inc. [Member] | 2021 Note [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Debt Instrument, Face Amount | $ 15,000,000 | ||
Minimum value of raising capital through debt or equity or combination | $ 30,000,000 | ||
Note receivable extended maturity date | Oct. 03, 2023 | ||
Accrued default rate | 12% | ||
Notes receivable maturity date | Mar. 31, 2023 | ||
Notes receivable interest rate | 8% | ||
Frequency of payment | six equal monthly installments | ||
Number of common shares owned directly and beneficially by pledgor | 1,515,000 | ||
Percentage of working interest beneficially owned by pledgor | 25% | ||
Next Bridge Hydrocarbons Inc. [Member] | 2022 Note [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Debt Instrument, Face Amount | $ 5,000,000 | ||
Minimum value of raising capital through debt or equity or combination | $ 30,000,000 | ||
Note receivable extended maturity date | Oct. 03, 2023 | ||
Accrued default rate | 12% | ||
Notes receivable interest rate | 8% | ||
Frequency of payment | six equal monthly installments | ||
Next Bridge Hydrocarbons Inc. [Member] | 2021 Note and 2022 Note [Member] | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Accrued interest | $ 1,600,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Lamda Guard Technologies Ltd LGTL [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party, current | $ 8,461 | $ 10,657 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) - ft² | Oct. 01, 2022 | Sep. 01, 2022 |
Property, Plant and Equipment [Line Items] | ||
Land under lease | 12,655 | 11,642 |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 490,077 | $ 196,868 |
Supplies | 11,345 | 8,886 |
Work in process | 51,589 | 30,636 |
Finished goods | 42,058 | 29,328 |
Inventory provision | (127,042) | |
Total inventory | $ 468,027 | $ 265,718 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Inventory raw material restricted | $ 400,000 | $ 0 |
Raw materials inventory to research and development expense | 200,000 | |
Inventory in cost of goods sold | 800,000 | 200,000 |
Inventory write-down related to cost of good sold | $ 100,000 | $ 0 |
Prepaid Expenses And Other Cu_3
Prepaid Expenses And Other Current Assets - Summary of Prepaid Expenses And Other Current Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 2,835,660 | $ 1,262,112 |
Other current assets | 365,583 | 683,044 |
Taxes receivable | 4,000,856 | 1,506,211 |
Total prepaid expenses and other current assets | $ 7,202,099 | $ 3,451,367 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 52,954,295 | $ 34,127,218 |
Accumulated depreciation and impairment | (10,279,596) | (7,109,104) |
Property, Plant and Equipment, Net | 42,674,699 | 27,018,114 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 439,309 | 469,317 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 5,063,091 | 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 | $ 775,736 | 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 | $ 606,729 | 277,717 |
Property, Plant and Equipment, Useful Life | 1 year | |
Manufacturing equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 22,701,761 | 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 | $ 660,549 | 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 | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 2,172,134 | 236,251 |
Property, Plant and Equipment, Useful Life | 2 years | |
Enterprise Resource Planning software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 197,648 | 211,149 |
Property, Plant and Equipment, Useful Life | 5 years | |
Assets under construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 20,337,338 | $ 8,872,695 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 3,600,000 | $ 1,800,000 |
Property, Plant and Equipment, Gross | 52,954,295 | 34,127,218 |
Impairment expense | 100,000 | 300,000 |
Assets under construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 20,337,338 | $ 8,872,695 |
Costs related to construction work | 18,400,000 | |
Equipment in Transit [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,900,000 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Intangibles, Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 65,811,004 | $ 33,157,178 |
Accumulated amortization and impairment | (9,497,687) | (4,185,354) |
Intangibles, Net | 56,313,317 | 28,971,824 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 42,111,143 | 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 | $ 124,845 | 132,636 |
Developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 13,976,668 | 14,931,377 |
Intangibles, Useful Life (years) | 20 years | |
Customer contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 9,598,348 | $ 10,253,983 |
Intangibles, Useful Life (years) | 5 years |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) ReportingUnit | Dec. 31, 2021 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 5.7 | $ 1.7 |
Number of reporting unit | ReportingUnit | 1 | |
Patents [Member] | PAL [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | $ 12.6 | |
Patents [Member] | Optodot Acquisition [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | $ 23.3 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Goodwill (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 240,376,634 |
Additions from business combination | 42,343,552 |
Purchase price Allocation adjustments | 1,446,639 |
Effect of foreign exchange on goodwill | (2,418,359) |
Goodwill, ending balance | $ 281,748,466 |
Secured Convertible Debentures
Secured Convertible Debentures - Schedule of Secured Convertible Debentures (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Schedule Of Convertible Debt Current Roll Forward [Line Items] | |
Interest paid | $ (64,528) |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long Team Debt (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 3,553,955 | $ 3,228,449 |
Long-Term Debt, Current Maturities | 483,226 | 491,278 |
Long-term Debt, Excluding Current Maturities | 3,070,729 | 2,737,171 |
ACOA Business Development Program ("BDP") 2012 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 25,880 | 80,390 |
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 1,449,493 | 1,666,764 |
ACOA BDP 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 1,136,556 | 1,319,130 |
ACOA PBS 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 34,750 | 42,011 |
ACOA Regional Relief and Recovery Fund ("RRRF") 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 159,642 | $ 120,154 |
EDC 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 747,634 |
Long-Term Debt - Summary of L_2
Long-Term Debt - Summary of Long Team Debt (Parenthetical) (Details) | 12 Months Ended | ||||||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 CAD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 CAD ($) | Sep. 30, 2022 CAD ($) | Dec. 31, 2021 CAD ($) | Dec. 31, 2020 CAD ($) | |
Debt Instrument [Line Items] | |||||||
Deferred government assistance | $ 1,118,507 | $ 849,650 | |||||
Revenues | $ 10,200,167 | 4,082,517 | |||||
ACOA Business Development Program ("BDP") 2012 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long term debt maturity date | 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 | 35,714.29 | $ 107,142.86 | |||||
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 | |||||
Amount drawn down | $ 2,661,293 | 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 | |||||
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 | ||||||
Amortization of deferred government assistance | $ 3,047 | $ 145,739 | |||||
Long Term debt cumulative drawdown amount | $ 2,406,250 | 2,781,250 | |||||
ACOA PBS 2019 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long term debt maturity date | 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 | $ 73,611 | $ 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 | |||||
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 | |||||
EDC 2022 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt annual principal repayments commencement date | Dec. 31, 2025 | Dec. 31, 2025 | |||||
Maximum contribution | 2,000,000 | ||||||
Principal periodic payment | $ 24,236 | ||||||
Frequency of payment | monthly | monthly | |||||
Amount drawn down | $ 1,454,167 | ||||||
Long-term debt, term | 60 months | 60 months | |||||
Deferred government assistance | $ 441,598 | ||||||
Long Term debt cumulative drawdown amount | 1,012,569 | ||||||
EDC 2022 [Member] | Building renovations [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum contribution | 1,000,000 | ||||||
EDC 2022 [Member] | Equipment [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum contribution | $ 1,000,000 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) | 12 Months Ended | |||||||
Jun. 27, 2022 USD ($) $ / shares shares | Jun. 28, 2021 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2021 CAD ($) shares | Nov. 09, 2022 USD ($) | Dec. 31, 2021 $ / shares | Jun. 28, 2021 $ / 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 | ||||||
Stock issued during period value, conversion of commercial paper | $ 23,656,365 | |||||||
Stock issued during period value, conversion of secured convertible debentures | 22,118,782 | |||||||
Stock issued during period value, conversion of unsecured convertible debentures | 5,769,475 | |||||||
Gain loss on common shares and liabilities carrying value differences | $ 19,330 | |||||||
Options exercised to purchase equal number of common shares | shares | 1,688,538 | 4,486,965 | 4,486,965 | |||||
Warrant expiration term | 5 years 6 months | |||||||
Prepaid expenses | $ 2,835,660 | $ 1,262,112 | ||||||
Offering price | 340,425 | $ 262,751 | ||||||
Term of warrants | 5 years | |||||||
Effect of reverse acquisition | $ 67,122,513 | $ 369,461,410 | ||||||
Securities Purchase Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Gross proceeds from issuance of common stock | $ 50,000,000 | |||||||
Warrants fair value | 18,500,000 | |||||||
Warrant expiration term | 5 years 6 months | |||||||
Gross proceeds from issuance of common stock | $ 46,300,000 | |||||||
Number of securities called by warrant | shares | 37,037,039 | |||||||
Share price | $ / shares | $ 1.15 | |||||||
Warrants, exercise price | $ / shares | $ 1.75 | |||||||
A&R Sales Agreement | ATM [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period, shares | shares | 0 | |||||||
A&R Sales Agreement | ATM [Member] | Maximum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Offering price | $ 250,000,000 | |||||||
Black-Scholes Option Pricing Model [Member] | General & Administrative | ||||||||
Class of Stock [Line Items] | ||||||||
Estimated fair value of warrants | 3,129,208 | |||||||
Service Provider [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Prepaid expenses | $ 500,000 | |||||||
Torchlight [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, coversion ratio | 0.5 | 0.5 | 0.5 | |||||
Nanotech Security Corp [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued as stock-based compensation to service provider | shares | 125,000 | 125,000 | ||||||
Business acquisition, partial compensation | $ 658,750 | |||||||
Share price | $ / shares | $ 5.27 | |||||||
Remaining cash payment | $ 511,406 | |||||||
External Consultants [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of securities called by warrant | shares | 300,000 | |||||||
Warrants, exercise price | $ / shares | $ 1.18 | |||||||
Term of warrants | 5 years | |||||||
Meta [Member] | Torchlight [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share price | $ / shares | $ 0.58 | |||||||
Stock shares issued during the period shares due to differences in fair value | shares | 286,292 | 286,292 | ||||||
Payment made towards fair value adjustment | $ 90,000 | |||||||
Business acquisition consideration payable fair value adjustment | $ 90,000 | |||||||
Prior to Completion of the CPM RTO [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Factor to be considered for the issuance of warrants | 2 | |||||||
Prior to Completion of the CPM RTO [Member] | CPM Conversion Ratio [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrant conversion ratio | 2.75 | |||||||
Prior to Completion of the CPM RTO [Member] | Torch Light Conversion Ratio [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, coversion ratio | 1.845 | |||||||
Warrant conversion ratio | 1.845 | |||||||
Prior to Completion of the CPM RTO [Member] | 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 | |||||||
Torchlight RTO [Member] | Torchlight [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Class of warrants or rights outstanding shares | shares | 853,278 | |||||||
Torchlight RTO [Member] | Meta [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants, conversion basis | 1.845 | |||||||
Deemed Issue [Member] | Meta [Member] | Torchlight [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Business combination equity interest issued or issuable fair value | $ 369,631,002 | |||||||
Business combination equity interest issued or issuable number of shares | shares | 82,813,994 | 82,813,994 | ||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period value, conversion of commercial paper | $ 20,391 | |||||||
Stock issued during period value, conversion of secured convertible debentures | 14,156 | |||||||
Stock issued during period value, conversion of unsecured convertible debentures | 5,105 | |||||||
Conversion of long-term debt | 221,843 | |||||||
Long-term debt due to related party | $ 225,986 | |||||||
Options exercised to purchase equal number of common shares | shares | 1,688,538 | 4,786,927 | 4,786,927 | |||||
Settlement of restricted stock units, Shares | shares | 658,538 | |||||||
Conversion of promissory notes, Shares | shares | 20,391,239 | 20,391,239 | ||||||
Effect of reverse acquisition | $ 36,444 | $ 82,814 | ||||||
Effect of reverse acquisition, Shares | shares | 36,443,684 | 82,813,994 | 82,813,994 | |||||
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 | |||||||
Common stock fair value | $ 27,900,000 | |||||||
Warrants, exercise price | $ / shares | $ 1.75 | |||||||
Common Stock [Member] | Service Provider [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued as stock-based compensation to service provider | shares | 148,368 | 148,368 | ||||||
Share price | $ / shares | $ 3.37 | |||||||
Common Stock [Member] | Plasma Acquisition [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Business combination equity interest issued or issuable number of shares | shares | 9,677,419 | |||||||
Common Stock [Member] | Optodot Acquisition [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Business combination equity interest issued or issuable number of shares | shares | 26,766,265 | |||||||
Common Stock [Member] | Optodot Acquisition [Member] | Service Provider [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued as stock-based compensation to service provider | shares | 223,052 | |||||||
Share price | $ / shares | $ 1.87 | |||||||
Common Stock [Member] | Unsecured Convertible Promissory Notes [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period value, conversion of commercial paper | $ 23,656,365 | |||||||
Common Stock [Member] | Secured Convertible Debentures [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period value, conversion of secured convertible debentures | 22,118,782 | |||||||
Common Stock [Member] | Unsecured Convertible Debentures [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period value, conversion of unsecured convertible debentures | 5,769,475 | |||||||
Common Stock [Member] | Unsecured Convertible Promissory Note Secured Convertible Debentures And Unsecured Convertible Debentures [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period value, conversion of secured convertible debentures | 39,652 | |||||||
Unrealized gain loss on conversion of financial liabilities into equity | 39,486,830 | |||||||
Common Stock [Member] | Long Term Debt And Due To Related Party [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period value, conversion of secured convertible debentures | $ 276 | |||||||
Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock units vested and settled equal number of common shares | shares | 673,944 | |||||||
Settlement of restricted stock units, Shares | shares | 658,538 | |||||||
Tax withheld on deferred share units, Shares | shares | 15,406 | |||||||
Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of securities called by warrant | shares | 37,037,039 | 1,623,700 | ||||||
Issued warrants | shares | 37,337,039 | 2,153,500 | 2,153,500 | |||||
Class of warrants or rights outstanding shares | shares | 430,380 | |||||||
Warrants exercised to purchase common shares | shares | 1,988,629 | 449,306 | 449,306 | |||||
Difference shares withheld to cover exercise cost | shares | 364,929 | |||||||
Warrant [Member] | Black-Scholes Option Pricing Model [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issued warrants | shares | 1,153,500 | 1,153,500 | ||||||
Warrant [Member] | Monte Carlo Simulation [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issued warrants | shares | 1,000,000 | 1,000,000 | ||||||
Warrant [Member] | Monte Carlo Simulation [Member] | General & Administrative | ||||||||
Class of Stock [Line Items] | ||||||||
Estimated fair value of warrants | $ 701,910 | |||||||
Warrant [Member] | Torchlight RTO [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrants, exercise price | $ / shares | $ 0.49 | |||||||
Additional Paid-in Capital [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period value, conversion of commercial paper | 23,635,974 | |||||||
Stock issued during period value, conversion of secured convertible debentures | 22,104,626 | |||||||
Stock issued during period value, conversion of unsecured convertible debentures | 5,764,370 | |||||||
Class of warrants or rights outstanding | $ 2,773,779 | |||||||
Effect of reverse acquisition | $ 67,086,069 | 369,378,596 | ||||||
Additional Paid-in Capital [Member] | Unsecured Convertible Promissory Note Secured Convertible Debentures And Unsecured Convertible Debentures [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period value, conversion of secured convertible debentures | 51,504,970 | |||||||
Additional Paid-in Capital [Member] | Long Term Debt And Due To Related Party [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period value, conversion of secured convertible debentures | $ 447,553 |
Capital Stock - Summary of Chan
Capital Stock - Summary of Changes in Warrant (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Balance, beginning of period, shares | 5,278,846 | 3,144,272 |
Balance, beginning of period | $ 6,959,800 | $ 419,027 |
Issued, shares | 37,337,039 | 2,153,500 |
Issued | $ 18,714,297 | $ 3,831,124 |
Exercised, shares | (1,988,629) | (449,306) |
Exercised | $ (253,741) | $ (64,130) |
Expired, shares | (706,337) | |
Expired | $ (101,163) | |
Fair value of deemed issuance to Torchlight, shares | 430,380 | |
Fair value of deemed issuance to Torchlight | $ 2,773,779 | |
Balance, end of period, shares | 39,920,919 | 5,278,846 |
Balance, end of period | $ 25,319,193 | $ 6,959,800 |
Capital Stock - Summary of Blac
Capital Stock - Summary of Black-Scholes Option Pricing Model (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Expected term of warrants | 5 years | |
Black-Scholes Option Pricing Model [Member] | Weighted Average [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.53 | 3.73 |
Expected term of warrants | 5 years | 4 years 4 months 9 days |
Black-Scholes Option Pricing Model [Member] | Weighted Average [Member] | Risk free interest rate [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 3.18 | 0.87 |
Black-Scholes Option Pricing Model [Member] | Weighted Average [Member] | Expected volatility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 89 | 91 |
Black-Scholes Option Pricing Model [Member] | Weighted Average [Member] | Expected dividend yield [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
Black-Scholes Option Pricing Model [Member] | Weighted Average [Member] | Expected forfeiture rate [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
Capital Stock - Summary of Mont
Capital Stock - Summary of Monte Carlo Simulation (Details) | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Expected term of warrants | 5 years |
Monte Carlo Simulation [Member] | Weighted Average [Member] | Risk free interest rate [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and rights outstanding, measurement input | 0.42 |
Monte Carlo Simulation [Member] | Weighted Average [Member] | Expected volatility [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and rights outstanding, measurement input | 80 |
Monte Carlo Simulation [Member] | Weighted Average [Member] | Expected term of warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Expected term of warrants | 5 years |
Share-Based Payments - Addition
Share-Based Payments - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 03, 2021 shares | |
Share based payment award, Contractual term | 8 years 2 months 23 days | ||
Shares granted during period | shares | 14,318,993 | ||
Weighted average Grant date fair value | $ / shares | $ 0.81 | $ 6.27 | |
Equity interest in business combination fair value disclosure | $ | $ 358,138,773 | ||
Torchlight [Member] | |||
Reverse stock split ratio | 0.5 | 0.5 | |
Torchlight [Member] | Before Stock Split [Member] | |||
Share based compensation by share based payment arrangement non vested options outstanding | shares | 3,000,000 | ||
Torchlight [Member] | After Stock Split [Member] | |||
Share based compensation by share based payment arrangement non vested options outstanding | shares | 1,500,000 | ||
Prior To Completion Of The CPM RTO [Member] | CPM Conversion Ratio [Member] | |||
Share based payment award conversion ratio | 2.75 | 2.75 | |
Prior To Completion Of The CPM RTO [Member] | Torch Light Conversion Ratio [Member] | |||
Share based payment award conversion ratio | 1.845 | 1.845 | |
Reverse stock split ratio | 1.845 | ||
Additional Paid-in Capital [Member] | |||
Equity interest in business combination fair value disclosure | $ | $ 357,206,830 | ||
Additional Paid-in Capital [Member] | Torchlight [Member] | Meta [Member] | Options [Member] | |||
Equity interest in business combination fair value disclosure | $ | 9,397,988 | ||
Restricted Stock Units (RSUs) [Member] | |||
Unrecognized compensation cost | $ | $ 5,723,616 | 0 | |
Unrecognized compensation cost recognition period | 4 years | ||
DSU Plan [Member] | |||
Unrecognized compensation cost | $ | $ 0 | ||
Employee Stock Option Plan [Member] | |||
Unrecognized compensation cost | $ | $ 4,133,287 | $ 493,577 | |
Unrecognized compensation cost recognition period | 4 years | ||
2015 Stock Option and Grant Plan [Member] | |||
Shares reserved for future issuance | shares | 3,500,000 | ||
2018 Stock Option and Grant Plan [Member] | |||
Shares reserved for future issuance | shares | 6,445,745 | ||
2021 Equity Incentive Plan [Member] | |||
Shares reserved for future issuance | shares | 34,945,745 |
Share-Based Payments - Summary
Share-Based Payments - Summary of Change in Outstanding Shares (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
RSUs [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding, beginning of period | 300,000 | |
Granted | 7,207,261 | 300,000 |
Forfeited | (326,395) | |
Awards vested and settled | 673,944 | |
Outstanding, end of period | 6,506,922 | 300,000 |
Weighted average grant date fair value, beginning balance | $ 6.43 | |
Grants in period, weighted average grant date fair value | 1.45 | $ 6.43 |
Weighted average grant date fair value, ending balance | 1.71 | $ 6.43 |
Forfeited, Weighted Average grant date fair value | 1.60 | |
Vested and settled, Weighted Average grant date fair value | $ 1.15 | |
Vested, end of period, Number of RSUs | 482,486 | |
Vested, end of period, Weighted Average grant date fair value | $ 4.47 | |
DSU Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding, beginning of period | 3,647,026 | 3,455,224 |
Granted | 263,160 | 191,802 |
Outstanding, end of period | 3,910,186 | 3,647,026 |
Weighted average grant date fair value, beginning balance | $ 0.22 | $ 0.08 |
Grants in period, weighted average grant date fair value | 1.71 | 2.70 |
Weighted average grant date fair value, ending balance | $ 0.32 | $ 0.22 |
Share-Based Payments - Summar_2
Share-Based Payments - Summary of Stock-Based Compensation Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
RSUs [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 4,653,947 | $ 517,869 |
Employee Stock Option Plan [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 8,616,538 | 1,058,980 |
Cost of Sales | RSUs [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 544,468 | |
Selling & marketing | RSUs [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 376,449 | |
Selling & marketing | Employee Stock Option Plan [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 195,041 | 34,735 |
General & Administrative | RSUs [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 1,631,995 | 517,869 |
General & Administrative | Employee Stock Option Plan [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 5,930,518 | 544,530 |
Research & development | RSUs [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 2,101,035 | |
Research & development | Employee Stock Option Plan [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 2,490,979 | $ 479,715 |
Share-Based Payments - Summar_3
Share-Based Payments - Summary of Change in Share Outstanding Options (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Outstanding, beginning of period, Number of options | 21,404,641 | 24,477,507 | |
Granted, Number of options | 14,318,993 | ||
Exercised, Number of options | (1,688,538) | (4,486,965) | |
Forfeited, Number of options | (440,052) | (85,901) | |
Fair value of deemed issuance to Torchlight, Number of options | 1,500,000 | ||
Outstanding, end of period, Number of options | 33,595,044 | 21,404,641 | 24,477,507 |
Exercisable, end of period | 24,327,577 | 13,231,030 | |
Outstanding, beginning of period, Average exercise price per stock option | $ 0.46 | $ 0.33 | |
Granted, Average exercise price per stock option | 1.41 | ||
Exercised, Average exercise price per stock option | 0.36 | ||
Forfeited, Average exercise price per stock option | 1.02 | 0.34 | |
Expired, Average exercise price per stock option | 0.27 | ||
Fair value of deemed issuance to Torchlight, Average exercise price per stock option | 2.22 | ||
Outstanding, end of period, Average exercise price per stock option | 0.80 | $ 0.46 | $ 0.33 |
Exercisable, end of period | $ 0.71 | ||
Outstanding, Average exercise remaining contractual term (years) | 9 years 3 months 21 days | 7 years 4 months 2 days | 8 years 4 months 9 days |
Exercisable, Average exercise remaining contractual term (years) | 8 years 2 months 23 days | ||
Outstanding, Aggregate intrinsic value | $ 17,611,251 | $ 56,924,556 | $ 688,952 |
Exercisable, Aggregate intrinsic value | $ 14,917,424 |
Share-Based Payments - Summar_4
Share-Based Payments - Summary of Stock Options Outstanding (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 33,595,044 | 21,404,641 |
Number exercisable | 24,327,577 | 13,231,030 |
$0.12 - $0.27 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 18,128,657 | 19,954,641 |
Number exercisable | 15,549,318 | 11,781,030 |
$0.89 - $1.00 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 2,984,668 | 375,000 |
Number exercisable | 1,822,394 | 325,000 |
$1.17 - $1.26 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 2,782,704 | |
Number exercisable | 932,082 | |
$1.31 - $1.58 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 6,729,904 | |
Number exercisable | 3,054,672 | |
$1.97 - 2.00 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 2,969,111 | 1,075,000 |
Number exercisable | 2,969,111 | 1,125,000 |
Share-Based Payments - Summar_5
Share-Based Payments - Summary of Stock Options Outstanding (Parenthetical) (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | $ 0.80 | $ 0.46 | $ 0.33 |
$0.12 - $0.27 [Member] | Maximum [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 0.27 | 0.27 | |
$0.12 - $0.27 [Member] | Minimum [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 0.12 | 0.12 | |
$0.89 - $1.00 [Member] | Maximum [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 1 | 1 | |
$0.89 - $1.00 [Member] | Minimum [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 0.89 | 0.89 | |
$1.17 - $1.26 [Member] | Maximum [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 1.26 | 1.26 | |
$1.17 - $1.26 [Member] | Minimum [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 1.17 | 1.17 | |
$1.31 - $1.58 [Member] | Maximum [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 1.58 | 1.58 | |
$1.31 - $1.58 [Member] | Minimum [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 1.31 | 1.31 | |
$1.97 - 2.00 [Member] | Maximum [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 2 | 2 | |
$1.97 - 2.00 [Member] | Minimum [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | $ 1.97 | $ 1.97 |
Share-Based Payments - Summar_6
Share-Based Payments - Summary of Fair Value Grant Using Weighted-Average Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||
Weighted average Grant date fair value | $ 0.81 | $ 6.27 |
Weighted average expected volatility | 81% | 84% |
Weighted average risk-free interest rate | 2.56% | 0.73% |
Weighted average expected life of the options | 4 years 2 months 8 days | 1 year |
Income Taxes - Summary of Loss
Income Taxes - Summary of Loss before Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Local | $ (58,490,568) | $ (30,552,839) |
Foreign | (26,445,816) | (61,296,485) |
Loss before income taxes | $ (84,936,384) | $ (91,849,324) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current tax expense | ||
Local | $ 1,256 | $ 800 |
Current tax expense | 1,256 | 800 |
Deferred tax benefit | ||
Local | (4,893,000) | |
Foreign | (942,416) | (852,863) |
Deferred tax benefit | (5,835,416) | (852,863) |
Income tax recovery | $ (5,834,160) | $ (852,063) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Line Items] | ||
Valuation allowance | $ 41,688,855 | $ 18,659,901 |
Net deferred tax liability | 3,253,985 | 324,479 |
Net operating loss carryforwards | 111,400,000 | 91,300,000 |
Gross deferred tax assets | $ 55,170,383 | $ 27,199,880 |
Net operating loss carry forward expiration year starting | 2028 | |
Optodot Corporation [Member] | ||
Income Taxes [Line Items] | ||
Valuation allowance | $ 4,900,000 | |
Net deferred tax liability | $ 4,900,000 |
Income Taxes - Summary of Inc_2
Income Taxes - Summary of Income Tax Provision reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Tax computed at federal statutory rate | $ (17,836,641) | $ (19,288,357) |
State income taxes, net of federal benefit | (1,428,381) | (1,075,114) |
Capital loss | (7,192,458) | |
Share-based compensation | 2,289,214 | |
Unrealized loss on Fair Value Through Profit and Loss liabilities | 11,752,697 | |
Other permanent items | (3,750,116) | (114,799) |
Foreign currency and other | 185,860 | 929,664 |
Research and development credit | (319,137) | |
Foreign rate differential | (1,484,069) | (4,889,797) |
Provision to return | 1,595,074 | |
Deferred true-ups | 1,525,095 | |
Change in valuation allowance | 22,870,613 | 9,544,429 |
Income tax recovery | $ (5,834,160) | $ (852,063) |
Income Taxes - Summary of Inc_3
Income Taxes - Summary of Income Tax Provision reconciliation (Parenthetical) (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Percentage of federal and provincial income tax rate | 21% | 21% |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Non-capital losses | $ 30,527,370 | |
Capital loss carryforward | 7,228,389 | |
Stock-based compensation | 5,718,562 | |
Allowance for doubtful accounts | 4,609,247 | |
Research and development tax credits | 2,824,760 | $ 1,972,694 |
Research and development expense capitalization | 2,198,314 | |
Reserves and other accruals | 1,144,703 | |
Operating lease right-of-use assets | 808,717 | |
Intangible assets | 72,895 | 69,964 |
Other assets | 37,426 | 46,725 |
Total gross deferred tax assets | 55,170,383 | 27,199,880 |
Less: valuation allowance | (41,688,855) | (18,659,901) |
Deferred tax assets total | 13,481,528 | 8,539,979 |
Deferred tax liabilities | ||
Intangible assets | (12,355,386) | (6,276,390) |
Property, plant and equipment | (2,791,147) | (2,226,741) |
Long-term operating lease liabilities | (1,234,015) | |
Long-term debt | (189,260) | (251,646) |
Funding obligation | (112,974) | (109,681) |
Other liabilities | (52,731) | |
Deferred tax liabilities, gross, total | (16,735,513) | (8,864,458) |
Net deferred tax liability | $ (3,253,985) | $ (324,479) |
Net Loss Per Share - Summary Ba
Net Loss Per Share - Summary Basic and Diluted Net Loss Per Share (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Numerator: | |||
Net loss | $ (79,102,224) | $ (90,997,261) | |
Denominator: | |||
Weighted-average shares, basic | [1] | 328,350,452 | 232,898,398 |
Weighted-average shares, diluted | [1] | 328,350,452 | 232,898,398 |
Net loss per share | |||
Basic | [1] | $ (0.24) | $ (0.39) |
Diluted | [1] | $ (0.24) | $ (0.39) |
[1] Retroactively restated for the year ended December 31, 2021 for the Torchlight reverse acquisition (“Torchlight RTO”) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 83,933,071 | 30,630,513 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 33,595,044 | 21,404,641 |
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 | 5,278,846 |
RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,506,922 | 300,000 |
DSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,910,186 | 3,647,026 |
Additional Cash Flow Informat_3
Additional Cash Flow Information - Summary of Net Changes in Operating Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Increase (Decrease) in Operating Capital [Abstract] | ||
Grants receivable | $ 172,765 | $ 149,798 |
Inventory | (319,116) | 325,657 |
Accounts and other receivables | 287,320 | (880,613) |
Prepaid expenses and other current assets | (4,799,174) | (2,100,370) |
Trade payables | 5,410,515 | 6,906,375 |
Due to related party | (108,102) | (78,940) |
Operating lease Right-of-use Asset | (231) | 1,018,691 |
Operating lease liabilities | (997,067) | (688,183) |
Total | $ (353,090) | $ 4,652,415 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of Financial Instruments (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Funding obligation | $ 180,705 | $ 268,976 |
Operating lease liabilities | 4,342,157 | 4,370,635 |
Long-term debt | 3,553,955 | 3,228,449 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Funding obligation | 85,411 | 170,338 |
Operating lease liabilities | 5,666,940 | 6,149,369 |
Long-term debt | $ 2,663,460 | $ 2,303,648 |
Revenue - Summary of Revenue Di
Revenue - Summary of Revenue Disaggregated (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 10,200,167 | $ 4,082,517 | |
Product sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,211,746 | 407,915 | |
Contract revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 8,809,119 | 3,427,938 |
Other development revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 179,302 | 246,664 | |
Development revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 8,988,421 | $ 3,674,602 | |
[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. Refer to note 19 for outstanding contracts. |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Customer Segment | Dec. 31, 2021 USD ($) Customer | ||
Disaggregation of Revenue [Line Items] | |||
Number of operating segment | Segment | 1 | ||
Total revenue | $ 10,200,167 | $ 4,082,517 | |
Development contract value | $ 4,300,000 | $ 41,500,000 | |
Development contract period maximum | 5 years | ||
Contract revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Number of major customers | Customer | 1 | 1 | |
Total revenue | [1] | $ 8,809,119 | $ 3,427,938 |
Contract revenue [Member] | A G10 Central Bank [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 8,600,000 | $ 1,800,000 | |
Contract revenue [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | A G10 Central Bank [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 84% | 45% | |
[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. Refer to note 19 for outstanding contracts. |
Deferred Revenue - Summary of D
Deferred Revenue - Summary of Deferred Revenue (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 06, 2020 | Mar. 01, 2020 |
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | $ 1,210,309 | $ 1,416,740 | ||
Less: current portion | (730,501) | (779,732) | ||
Deferred Revenue, Noncurrent | 479,808 | 637,008 | ||
Satair A/S-Exclusive Rights [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | 575,770 | 717,615 | ||
Satair A/S-Advance Against PO [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | 459,539 | 490,929 | ||
LM Aero-MetaSOLAR Commercialization [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | 92,698 | |||
Breakthrough Starshot Foundation [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | 75,000 | 75,000 | $ 75,000 | $ 150,000 |
Innovate UK-R&D Tax Credit [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | 18,588 | |||
Other Deferred Revenue [Member] | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Deferred Revenue | $ 100,000 | $ 21,910 |
Deferred Revenue - Additional I
Deferred Revenue - Additional Information (Details) - USD ($) | 12 Months Ended | ||||||||
Sep. 18, 2018 | Sep. 13, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 06, 2020 | Mar. 01, 2020 | Nov. 07, 2018 | Jul. 20, 2018 | Apr. 26, 2017 | |
Deferred Revenue Arrangement [Line Items] | |||||||||
Deferred revenue | $ 1,210,309 | $ 1,416,740 | |||||||
Satair A S Exclusive Rights [Member] | |||||||||
Deferred Revenue Arrangement [Line Items] | |||||||||
Deferred revenue | 575,770 | 717,615 | |||||||
Distribution agreement term | 10 years | ||||||||
Development revenue | $ 1,000,000 | 99,629 | 102,269 | ||||||
Development period | 8 years | ||||||||
Repayment of revenue on contract termination | $ 0 | ||||||||
Purchase order | $ 2,000,000 | ||||||||
Partial advance received | $ 500,000 | ||||||||
Satair A S Exclusive Rights [Member] | RBC [Member] | Letter of Credit [Member] | |||||||||
Deferred Revenue Arrangement [Line Items] | |||||||||
Line of credit facility | 0 | ||||||||
LM Aero Meta SOLAR Commercialization [Member] | |||||||||
Deferred Revenue Arrangement [Line Items] | |||||||||
Deferred revenue | 92,698 | ||||||||
Development revenue | 93,000 | 562,531 | |||||||
Purchase order | $ 4,150,000 | ||||||||
Breakthrough Starshot Foundation [Member] | |||||||||
Deferred Revenue Arrangement [Line Items] | |||||||||
Deferred revenue | $ 75,000 | $ 75,000 | $ 75,000 | $ 150,000 |
Deferred Government Assistanc_2
Deferred Government Assistance - Schedule of Grants Receivable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Grants receivable | $ 175,780 | |
ACOA-PBS [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Grants receivable | 8,069 | |
Co-Op Wage Subsidy [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Grants receivable | 7,318 | |
Canada Emergency Wage Subsidy [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Grants receivable | 122,940 | $ 233,446 |
Innovate UK - Diabet [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Grants receivable | 13,790 | |
NSBI Export Development Program [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Grants receivable | $ 23,663 |
Deferred Government Assistanc_3
Deferred Government Assistance - Additional Information (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 15, 2021 | Mar. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 21, 2018 | May 15, 2018 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Grants receivable | $ 175,780 | ||||||
Deferred government assistance income recognized | 448,894 | ||||||
Canada Emergency Wage Subsidy [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Grants receivable | 122,940 | $ 233,446 | |||||
Government assistance recognized | 443,494 | ||||||
Proceeds from government assistance | $ 321,547 | ||||||
ACOA-PBS [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Non-repayable contribution | $ 37,679 | ||||||
Grants receivable | 8,069 | ||||||
ACOP - Business Development Program [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Non-repayable contribution | $ 37,679 | ||||||
Innovate UK - Diabet [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Grants received amount | 0 | $ 132,288 | |||||
Grants receivable | 13,790 | ||||||
Government assistance recognized | 0 | 110,125 | |||||
NSBI Export Development Program [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Grants receivable | 23,663 | ||||||
Grants receivable recognized | $ 23,663 | ||||||
SDTC [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Government assistance recognized | 0 | ||||||
Government assistance contribution amount | $ 4,200,000 | ||||||
Percentage of additional contribution received | 5% | ||||||
Additional contribution received | 200,000 | ||||||
Deferred government assistance income recognized | 0.2 | ||||||
EDC [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Government assistance recognized | 0 | $ 0 | |||||
Government assistance contribution amount | 1,500,000 | ||||||
Government assistance contribution amount received | 1,100,000 | ||||||
Additional contribution received | $ 400,000 |
Deferred Government Assistanc_4
Deferred Government Assistance - Schedule of Deferred Government Assistance (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Carrying amount | $ 1,118,507 | $ 849,650 |
Less: current portion | (799,490) | (846,612) |
Deferred government assistance non-current | 319,017 | 3,038 |
SDTC [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Carrying amount | 799,490 | 846,612 |
Deferred Government Assistance [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Carrying amount | $ 319,017 | $ 3,038 |
Deferred Government Assistanc_5
Deferred Government Assistance - Summary of Government Assistance Recognized in Statements of Operations and Comprehensive Loss (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Government Assistance [Abstract] | ||
SDTC | $ 448,894 | |
Payroll subsidies | $ 77,075 | 741,322 |
Amortization of deferred government assistance | 3,047 | 145,739 |
R&D tax credit | 138,410 | |
Fair value gain on initial recognition of ACOA loans | 236,021 | |
Other grants | 161,990 | |
Government assistance income recognized | $ 218,532 | $ 1,733,966 |
Interest Expense, Net - Summary
Interest Expense, Net - Summary of Interest Expense, Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Banking and Thrift, Interest [Abstract] | ||
Non-cash interest accretion | $ (403,317) | $ (904,925) |
Interest & bank charges | 133,518 | (220,460) |
Interest income | 95,565 | 18,940 |
Interest expense, net | $ (174,234) | $ (1,106,445) |
Loss on Financial Instruments_3
Loss on Financial Instruments, Net - Summary of Loss on Financial Instruments, Net (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Loss on secured convertible debentures | $ (16,957,029) |
Loss on unsecured convertible debentures | (4,076,448) |
Gain (Loss) on derivative instruments, net | (40,540,091) |
Bridge Loan [Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Loss on unsecured convertible promissory notes - Bridge loan | (19,163,417) |
Torchlight Notes [Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Loss on unsecured convertible promissory notes - Bridge loan | $ (343,197) |
Loss on Financial Instruments_4
Loss on Financial Instruments, Net - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Non cash losses from remeasurement of fair value of convertible financial liabilities | $ 0 | $ 0 |
Other Expenses, Net - Schedule
Other Expenses, Net - Schedule of Other Expenses, Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | ||
O&G assets maintenance cost | $ (3,859,851) | $ (14,155,851) |
Government Assistance (note 20) | 218,532 | 1,733,966 |
Other income | 72,038 | 8,850 |
Fair value gain on long-term debt | 56,185 | 2,278 |
Fair value gain on funding obligation (note 24) | 79,339 | 471,689 |
Other expenses, net | $ (3,433,757) | $ (11,939,068) |
Funding Obligation - Schedule o
Funding Obligation - Schedule of Funding Obligation (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Outstanding obligation | $ 959,835 | $ 1,025,398 |
Fair value of interest-free component | (852,573) | (855,060) |
Principal adjusted for interest-free component | 107,262 | 170,338 |
Accumulated non-cash interest accretion | 73,443 | 98,638 |
Carrying amount | 180,705 | 268,976 |
Funding obligation | $ 180,705 | $ 268,976 |
Funding Obligation - Schedule_2
Funding Obligation - Schedule of Funding Obligation (Parenthetical) (Details) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2019 CAD ($) | Jun. 30, 2019 CAD ($) Tranche Milestone | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Number of funding tranches | Tranche | 2 | ||||
Number of milestones achieved | Milestone | 2 | ||||
Funds repayment commencement period from date of receipt | 3 years | ||||
Percentage of sales revenue used for repayment of funds | 10% | ||||
Proceeds from funding obligation upon achievement of first milestone | $ 325,000 | ||||
Proceeds from funding obligation upon achievement of second milestone | $ 975,000 | ||||
Funding obligation, fair value measurement, effective interest rate | 19.17% | 15% | |||
Gain (loss) on funding obligation | $ 79,339 | $ 471,004 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease, Cost [Abstract] | ||
Operating lease expense | $ 2,057,157 | $ 546,197 |
Short term lease expense | 584,645 | 229,475 |
Variable and other lease expense | 263,500 | 92,862 |
Total | $ 2,905,302 | $ 868,534 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Payments Under Non-cancelable Operating Lease Obligations (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2023 | $ 1,261,249 | |
2024 | 1,263,455 | |
2025 | 1,153,305 | |
2026 | 994,967 | |
Thereafter | 2,892,472 | |
Total minimum lease payments | 7,565,448 | |
Less: interest | (3,223,291) | |
Present value of net minimum lease payments | 4,342,157 | $ 4,370,635 |
Less: current portion of lease liabilities | (967,126) | (663,861) |
Total long-term lease liabilities | $ 3,375,031 | $ 3,706,774 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted Average Remaining Lease Term | 5 years | 5 years |
Weighted Average Discount Rate | 17.17% | 17.85% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 12 Months Ended | |||||
Oct. 01, 2022 ft² | Sep. 01, 2022 ft² | Jul. 25, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / ft² Patent | Dec. 31, 2021 USD ($) | Dec. 31, 2018 USD ($) | |
Contractual obligation | $ 180,705 | $ 268,976 | ||||
Royalties | $ 0 | |||||
Land under lease | ft² | 12,655 | 11,642 | ||||
Contractual obligation lease term | 132 months | |||||
Contractual obligation option to renew lease for additional term | 5 years | 5 years | ||||
Annual Lease payments per Square Feet in Lease Year 1 | $ / ft² | 18 | |||||
Annual Lease payments per Square Foot in Lease Year 2 | $ / ft² | 18.50 | |||||
Annual Lease payments per Square Foot in Lease Year 3 | $ / ft² | 19 | |||||
Annual Lease payments per Square Foot in Lease Year 4 | $ / ft² | 19.50 | |||||
Annual Lease payments per Square Foot in Lease Year 5 | $ / ft² | 20 | |||||
Number of patents | Patent | 6 | |||||
Phase 1 [Member] | ||||||
Land under lease | ft² | 8,097 | |||||
Contractual obligation lease term | 5 years | |||||
Phase 2 [Member] | ||||||
Land under lease | ft² | 4,558 | |||||
Contractual obligation lease term | 6 months | |||||
Co Operation Agreement [Member] | ||||||
Contractual obligation | $ 4,000,000 | |||||
Simon Fraser University [Member] | ||||||
Sales royalty | 3% | |||||
Royalties | $ 1,575 | 0 | ||||
Prepaid royalties | 195,441 | $ 197,016 | ||||
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, 2023 | |||||
Securities Class Action [Member] | ||||||
Loss contingency, trial | Lead plaintiffs filed a consolidated complaint on August 29, 2022. We moved to dismiss that complaint on October 13, 2022. The motion was fully briefed on January 12, 2023. The Court held a hearing on the motion to dismiss on February 27, 2023 and took the motion under submission. | |||||
Breach of Contract [Member] | WestPark Capital Group, LLC [Member] | ||||||
Monetary relief, sought value | $ 450,000 | |||||
Nanotech security corp [Member] | ||||||
Contractual obligation | $ 7,185,105 | |||||
2023 | 267,210 | |||||
2024 | 557,747 | |||||
2025 | 569,240 | |||||
2026 | 583,795 | |||||
Thereafter | $ 5,207,113 | |||||
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) - USD ($) | 12 Months Ended | ||||
Feb. 10, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 20, 2023 | |
Subsequent Event [Line Items] | |||||
Offering price | $ 340,425 | $ 262,751 | |||
Common stock shares sold | 362,247,867 | 284,573,316 | |||
Exercise of stock options, Shares | 1,688,538 | 4,486,965 | |||
RSUs [Member] | |||||
Subsequent Event [Line Items] | |||||
Awards vested and settled | (673,944) | ||||
Forfeited | 326,395 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Exercise of stock options, Shares | 1,042,000 | ||||
Subsequent Event [Member] | RSUs [Member] | |||||
Subsequent Event [Line Items] | |||||
Awards vested and settled | 1,288,789 | ||||
Forfeited | 39,278 | ||||
ATM [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock shares sold | 17,573,969 | ||||
Aggregate gross proceeds available under agreement | $ 10,500,000 | ||||
Sales Agreement [Member] | ATM [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Aggregate fixed commission | 3% | ||||
Sales Agreement [Member] | ATM [Member] | Subsequent Event [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Offering price | $ 100,000,000 |