Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Meta Materials Inc. | |
Entity Central Index Key | 0001431959 | |
Entity File Number | 001-36247 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Tax Identification Number | 74-3237581 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 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 | |
Entity Common Stock, Shares Outstanding | 467,206,322 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | MMAT | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 6,032,996 | $ 10,090,858 |
Restricted Cash | 508,627 | 1,720,613 |
Accounts and other receivables | 837,832 | 902,718 |
Notes receivable, net of allowance for credit losses | 621,150 | 2,211,900 |
Inventory | 459,619 | 468,027 |
Prepaid expenses and other current assets | 8,008,047 | 7,202,099 |
Due from related parties | 8,521 | 8,461 |
Total current assets | 16,476,792 | 22,604,676 |
Intangible assets, net | 54,894,466 | 56,313,317 |
Property, plant and equipment, net | 43,668,481 | 42,674,699 |
Operating lease right-of-use assets | 5,380,817 | 5,576,824 |
Goodwill | 281,945,633 | 281,748,466 |
Total assets | 402,366,189 | 408,917,982 |
Current liabilities | ||
Trade and other payables | 15,770,279 | 16,694,211 |
Current portion of long-term debt | 655,485 | 483,226 |
Current portion of deferred revenues | 730,952 | 730,501 |
Current portion of deferred government assistance | 805,207 | 799,490 |
Current portion of operating lease liabilities | 986,811 | 967,126 |
Total current liabilities | 18,948,734 | 19,674,554 |
Deferred revenues | 475,628 | 479,808 |
Deferred government assistance | 388,455 | 319,017 |
Deferred tax liabilities | 3,022,870 | 3,253,985 |
Long-term operating lease liabilities | 3,244,799 | 3,375,031 |
Funding obligation | 186,352 | 180,705 |
Long-term debt | 3,129,219 | 3,070,729 |
Total liabilities | 29,396,057 | 30,353,829 |
Stockholders' equity | ||
Common stock - $0.001 par value; 1,000,000,000 shares authorized, 383,744,889 shares issued and outstanding at March 31, 2023, and $0.001 par value; 1,000,000,000 shares authorized, 362,247,867 shares issued and outstanding at December 31, 2022 | 361,922 | 340,425 |
Additional paid-in capital | 603,693,239 | 590,962,866 |
Accumulated other comprehensive loss | (4,920,023) | (5,242,810) |
Accumulated deficit | (226,165,006) | (207,496,328) |
Total stockholders' equity | 372,970,132 | 378,564,153 |
Total liabilities and stockholders' equity | $ 402,366,189 | $ 408,917,982 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, Shares, Issued | 383,744,889 | 362,247,867 |
Common Stock, Shares, Outstanding | 383,744,889 | 362,247,867 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Operations And Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue: | ||
Total revenue | $ 1,412,259 | $ 2,974,695 |
Cost of goods sold | 740,980 | 778,712 |
Gross profit | 671,279 | 2,195,983 |
Operating Expenses: | ||
Selling & marketing | 2,525,446 | 1,035,986 |
General & administrative | 10,185,571 | 14,597,913 |
Research & development | 6,519,464 | 3,971,139 |
Total operating expenses | 19,230,481 | 19,605,038 |
Loss from operations | (18,559,202) | (17,409,055) |
Interest expense, net | (112,998) | (164,434) |
Gain on foreign exchange, net | 284,911 | 148,391 |
Other expenses, net | (578,120) | (1,009,443) |
Total other expenses, net | (406,207) | (1,025,486) |
Loss before income taxes | (18,965,409) | (18,434,541) |
Income tax recovery | 296,731 | |
Net loss | (18,668,678) | (18,434,541) |
Other comprehensive income net of tax | ||
Foreign currency translation gain | 322,787 | 905,382 |
Total other comprehensive income | 322,787 | 905,382 |
Comprehensive loss | $ (18,345,891) | $ (17,529,159) |
Basic loss per share | $ (0.05) | $ (0.06) |
Diluted loss per share | $ (0.05) | $ (0.06) |
Weighted average number of shares outstanding - basic | 368,879,341 | 285,224,469 |
Weighted average number of shares outstanding - diluted | 368,879,341 | 285,224,469 |
Product sales [Member] | ||
Revenue: | ||
Total revenue | $ 58,699 | $ 168,127 |
Development revenue [Member] | ||
Revenue: | ||
Total revenue | $ 1,353,560 | $ 2,806,568 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Changes in Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2021 | $ 334,708,115 | $ 262,751 | $ 463,136,404 | $ (296,936) | $ (128,394,104) |
Beginning balance, shares at Dec. 31, 2021 | 284,573,316 | ||||
Net loss | (18,434,541) | (18,434,541) | |||
Other comprehensive income | 905,382 | 905,382 | |||
Proceeds from exercise of stock options | 197,167 | $ 730 | 196,437 | ||
Proceeds from exercise of stock options , Shares | 730,249 | ||||
Proceeds from exercise of warrants | 169,575 | $ 1,625 | 167,950 | ||
Proceeds from exercise of warrants, Shares | 1,623,700 | ||||
Stock-based compensation | 4,191,984 | 4,191,984 | |||
Ending balance at Mar. 31, 2022 | 321,737,682 | $ 265,106 | 467,692,775 | 608,446 | (146,828,645) |
Ending balance, shares at Mar. 31, 2022 | 286,927,265 | ||||
Beginning balance at Dec. 31, 2021 | 334,708,115 | $ 262,751 | 463,136,404 | (296,936) | (128,394,104) |
Beginning balance, shares at Dec. 31, 2021 | 284,573,316 | ||||
Net loss | (79,100,000) | ||||
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 | ||||
Net loss | (18,668,678) | (18,668,678) | |||
Other comprehensive income | 322,787 | 322,787 | |||
Proceeds from issuance of common stock | 10,477,069 | $ 17,574 | 10,459,495 | ||
Proceeds from issuance of common stock, Shares | 17,573,969 | ||||
Stock issuance costs | (438,785) | (438,785) | |||
Proceeds from exercise of stock options | $ 711,246 | $ 2,634 | 708,612 | ||
Proceeds from exercise of stock options , Shares | 2,634,244 | 2,634,244 | |||
Settlement of restricted stock units | $ 1,289 | (1,289) | |||
Settlement of restricted stock units, Shares | 1,288,809 | ||||
Stock-based compensation | $ 2,002,340 | 2,002,340 | |||
Ending balance at Mar. 31, 2023 | $ 372,970,132 | $ 361,922 | $ 603,693,239 | $ (4,920,023) | $ (226,165,006) |
Ending balance, shares at Mar. 31, 2023 | 383,744,889 |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||
Net loss | $ (18,668,678) | $ (18,434,541) | $ (79,100,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Non-cash finance income | (12,920) | ||
Non-cash interest expense | 137,657 | 126,714 | |
Non-cash interest income | (391,111) | ||
Non- cash lease expense | 401,528 | 240,548 | |
Deferred income tax | (296,731) | ||
Depreciation and amortization | 3,244,511 | 1,672,969 | |
Loss from disposal of property and equipment | 18,843 | ||
Credit loss expense | 981,861 | ||
Unrealized foreign currency exchange gain | (221,535) | (140,902) | |
Change in deferred revenue | (4,580) | (79,146) | |
Non-cash government assistance | (3,047) | ||
Stock-based compensation | 2,002,343 | 3,995,442 | |
Non-cash consulting expense | 196,541 | ||
Changes in operating assets and liabilities | (2,724,270) | (6,306,857) | |
Net cash used in operating activities | (15,520,162) | (18,745,199) | |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (1,693,768) | (1,746,936) | |
Proceeds from short-term investments | 2,884,999 | ||
Proceeds from below-market capital government loan | 256,240 | ||
Proceeds from collection of notes receivable | 1,000,000 | ||
Net cash (used in) provided by investing activities | (437,528) | 1,138,063 | |
Cash flows from financing activities | |||
Proceeds from issuance of common stock | 10,477,069 | ||
Stock issuance costs paid on the issuance of common stock | (438,785) | ||
Repayments of long-term debt | (85,457) | (91,641) | |
Proceeds from stock option exercises | 711,246 | 197,167 | |
Proceeds from warrants exercises | 169,575 | ||
Net cash provided by financing activities | 10,664,073 | 275,101 | |
Net decrease in cash, cash equivalents and restricted cash | (5,293,617) | (17,332,035) | |
Cash, cash equivalents and restricted cash at beginning of the period | 11,811,471 | 47,434,472 | 47,434,472 |
Effects of exchange rate changes on cash, cash equivalents and restricted cash | (23,769) | 126,233 | |
Cash, cash equivalents and restricted cash at end of the period | 6,541,623 | 30,228,670 | $ 11,811,471 |
Supplemental cash flow information | |||
Accrued purchases of property and equipment | $ 1,998,469 | 1,772,821 | |
Right-of-use assets obtained in exchange for lease liabilities | $ 146,822 |
Corporate Information
Corporate Information | 3 Months Ended |
Mar. 31, 2023 | |
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”, or “our”) is a developer of high-performance functional materials and nanocomposites. We are developing materials that we believe can improve the performance and efficiency of many current products as well as allow new products to be developed that cannot otherwise be developed without such materials. We believe META is positioned for growth, by pioneering a new category of intelligent surfaces, which will allow us to become the metamaterials industry leader. We enable our potential customers across a range of industries - consumer electronics, 5G communications, healthcare, aerospace, automotive, and clean energy - to deliver improved products to their customers. For example, our nano-optic metamaterial technology provides anti-counterfeiting security features for a Central Bank customer and currencies and authentication for Global brands. We currently have over 500 active patent documents, of which 315 patents have issued. Our principal executive office is located at 60 Highfield Park Drive, Dartmouth, Nova Scotia, Canada. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant accounting policies Basis of presentation These unaudited condensed consolidated interim financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America, or US GAAP. Our fiscal year-end is December 31. The condensed consolidated interim financial statements include the accounts of Meta Materials Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated on consolidation. These unaudited condensed consolidated interim financial statements do not include all of the information and notes required by US GAAP for annual financial statements. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with our audited consolidated financial statements and notes for the years ended December 31, 2022 and 2021, filed with the SEC on Forms 10-K and 10-K/A, respectively. Recently Adopted Accounting Pronouncements ASU 2021-08: In October 2021, the Financial Accounting Standards Board, or 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. We adopted the guidance on January 1, 2023 and its adoption did no t have a material effect on our condensed consolidated interim financial statements and related disclosures. Recently Issued Accounting Pronouncements We currently have no material recent accounting pronouncements yet to be adopted. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 3. 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, or 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 condensed consolidated interim 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 condensed consolidated interim 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 $ 18.7 million and $ 79.1 million for the three months ended March 31, 2023 and the twelve months ended December 31, 2022, respectively, and have an accumulated deficit of $ 226.2 million as of March 31, 2023. 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 condensed consolidated interim 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 condensed consolidated interim financial statements. If we are unsuccess ful 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 condensed consolidated interim financial statements. The accompanying condensed consolidated interim 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 condensed consolidated interim 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. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions Plasma App Ltd acquisition On April 1, 2022 , we completed the purchase of 100 % of the issued and outstanding shares of PAL, or the PAL acquisition. 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. The acquisition was accounted for as a business combination in accordance with ASC 805. The following table presents the preliminary allocation of consideration paid for the PAL acquisition and fair value of the assets and liabilities acquired: Amount Fair value of common stock issued $ 15,290,320 Fair value of deferred consideration 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 Acquired intangible assets totaling $ 12.6 million relate to a developed technology intangible asset. The significant estimates and assumptions used by us 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 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. Losses from the PAL acquisition since the acquisition date included in the c ondensed consolidated interim statements of operations and comprehensive los s for the three months ended March 31, 2023 were $ 0.6 million. There were no changes to the preliminary purchase price allocation during the three months ended March 31, 2023. The preliminary purchase price allocation continues to remain subject to change as additional information becomes available concerning the tax basis of the assets acquired. Any additional adjustments, if applicable, to the purchase price allocation will be finalized during the three months ended June 30, 2023. Optodot acquisition On June 22, 2022 , we completed a purchase agreement with Optodot Corporation, or Optodot, a developer of advanced materials technologies, to acquire certain assets related to patents and intellectual property for the battery and other industries, or the Optodot acquisition. The consideration transferred included the following: 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. The following table presents the preliminary allocation of consideration paid for the Optodot acquisition and fair value of the assets and liabilities acquired: Amount Fair value of unrestricted common stock issued or to be issued $ 41,791,115 Fair value of restricted common stock issued 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 Acquired intangible assets totaling $ 23.3 million relate to a developed technology intangible asset. The significant estimates and assumptions used by us 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 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. Losses from the Optodot acquisition since the acquisition date included in the condensed consolidated interim statements of operations and compre hensive loss for the period ended March 31, 2023 were $ 0.5 million. There were no changes to the preliminary purchase price allocation during the three months ended March 31, 2023. The preliminary purchase price allocation continues to remain subject to change as additional information becomes available concerning the tax basis of the assets acquired. Any additional adjustments, if applicable, to the purchase price allocation will be finalized during the three months ended June 30, 2023. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related party transactions | 5. Related party transactions As of March 31, 2023, and December 31, 2022, receivables due from a related party (Lamda Guard Technologies Ltd, or Lamda) were $ 8,521 and $ 8,461 , respectively. |
Note Receivable
Note Receivable | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Note Receivable | 6. Notes Receivable Notes receivable consists of an amount due from Next Bridge Hydrocarbons Inc., or Next Bridge, which was previously a wholly-owned subsidiary of Meta, until the completion of the spin-off transaction on December 14, 2022. One note is partially secured by a combination of Meta’s common shares and an interest in the Orogrande Project Property. The notes receivables have been recognized at their fair value, as of December 14, 2022, subsequent to the deconsolidation of Next Bridge from our consolidated financial results. Amounts owing from Next Bridge include: • An October 2021 secured promissory note, or the 2021 Note, principal amount of $ 15.0 million. The 2021 Note bears interest at 8 % per annum, and had an original maturity date of March 31, 2023 , which has since been extended to October 3, 2023 , or the 2021 Note Maturity Date, as described below. 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 (a) a Stock Pledge Agreement dated as of September 30, 2021 between Gregory McCabe, the Pledgor, and us, or 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 for our benefit, or the Security Agreement, a 25 % working interest beneficially owned by the Pledgor in the Orogrande Project Property as defined in the Security Agreement. • An unsecured note receivable for principal amount of $ 5.0 million, or the 2022 Note. The 2022 Note is due and payable on the 2021 Maturity Date. 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. • Accrued interest on the 2021 Note and 2022 Note totaling $ 2.0 mil lion as of March 31, 2023. • Certain costs borne by us in effecting the deconsolidation for which we expect to be reimbursed by Next Bridge. On March 31, 2023, in exchange for a prepayment of $ 1.0 million of the currently outstanding principal of the aforementioned loans, we agreed with Next Bridge on the following: (a) extended the maturity date of the 2022 Not e from March 31, 2023 to October 3, 2023 , and (b) increased the total amount of commitments and loans made by us to Next Bridge under the Loan Agreement by $ 2.6 million to reflect the abovementioned costs incurred in effecting the deconsolidation. In addition, on March 31, 2023, we amended the 2021 Note issued and payable by Next Bridge to us, to extend the maturity date from March 31, 2023 to October 3, 2023 . The existing liens securing the 2021 Note were also reaffirmed by the grantors of such liens. We assessed the fair value of the notes receivable on the deconsolidation date in accordance with ASC 820, Fair Value Measurement, and recorded $ 2.2 million of fair value of the Next Bridge notes receivable as of December 31, 2022. In accordance with ASC 326, Financial Instruments – Credit losses , we elected a practical expedient to account for the Next Bridge notes receivable as collateral-dependent assets, whereby estimated credit losses are based on the fair value of the collateral. Based on the fair value of the collateral as of March 31, 2023, we recorded interest income of $ 0.4 million and notes receivable of $ 0.6 million, net of allowance for credit losses of $ 1.0 million. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2023 | |
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 As of March 31, 2023 December 31, 2022 Raw materials $ 479,698 $ 490,077 Supplies 10,914 11,345 Work in process 54,061 51,589 Finished goods 42,091 42,058 Inventory provision ( 127,145 ) ( 127,042 ) Total inventory $ 459,619 $ 468,027 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2023 | |
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 As of March 31, 2023 December 31, 2022 Prepaid expenses $ 3,065,930 $ 2,835,660 Other current assets 339,513 365,583 Taxes receivable 4,602,604 4,000,856 Total prepaid expenses and other current assets $ 8,008,047 $ 7,202,099 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | 9. Property, plant and equipment, net Property, plant and equipment consist of the following: Useful life As of As of (years) March 31, 2023 December 31, 2022 Land N/A $ 439,666 $ 439,309 Building 25 5,067,206 5,063,091 Computer equipment 3 - 5 1,324,615 775,736 Computer software 1 647,423 606,729 Manufacturing equipment 2 - 5 22,801,333 22,701,761 Office furniture 5 - 7 835,764 660,549 Leasehold improvements 5 - 10 18,655,487 2,172,134 Enterprise Resource Planning software 5 197,809 197,648 Assets under construction N/A 5,460,973 20,337,338 55,430,276 52,954,295 Accumulated depreciation and impairment ( 11,761,795 ) ( 10,279,596 ) $ 43,668,481 $ 42,674,699 Depreciation expense was $ 1.5 million and $ 0.8 million for the three months ended March 31, 2023, and 2022, respectively. Property, plant and equipment is pledged as security under a General Security Agreement, or a GSA, signed in favor of the Royal Bank of Canada, or RBC, on July 14, 2014, which is related to our corporate bank account and credit card and includes all property, plant and equipment and intangible assets. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 10. Intangible assets and goodwill Intangible assets Intangible assets consist of the following: Useful life As of As of (years) March 31, 2023 December 31, 2022 Patents 5 - 10 $ 42,512,375 $ 42,111,143 Trademarks 125,334 124,845 Developed technology 20 13,988,030 13,976,668 Customer contract 5 9,606,148 9,598,348 66,231,887 65,811,004 Accumulated amortization and impairment ( 11,337,421 ) ( 9,497,687 ) $ 54,894,466 $ 56,313,317 Amortization expense was $ 1.8 million and $ 0.9 million for the three months ended March 31, 2023 and 2022, respectively. Goodwill Goodwill at December 31, 2022 $ 281,748,466 Effect of foreign exchange on goodwill 197,167 Goodwill at March 31, 2023 $ 281,945,633 Goodwill is tested for impairment annually as of December 31 or more frequently when events or changes in circumstances indicate that impairment may have occurred. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-term debt | 11. Long-term debt As of As of March 31, 2023 December 31, 2022 Atlantic Canada Opportunities Agency, or ACOA, Business Development Program, or BDP, 2012 interest-free loan 1 with a maximum contribution of CA$ 500,000 , repayable in monthly repayments commencing October 1, 2015 , of CA$ 5,952 until June 1, 2023 . Loan repayments were temporarily paused effective April 1, 2020, until January 1, 2021, as a result of the COVID-19 outbreak. As of March 31, 2023, the amount of principal drawn down on the loan, net of repayments is CA$ 17,664 (2022 - CA$ 35,714 ). $ 13,053 $ 25,880 ACOA Atlantic Innovation Fund, or AIF, 2015 interest-free loan 1,2 with a maximum contribution of CA$ 3,000,000 . Annual repayments, commencing June 1, 2021 , are calculated as a percentage of gross revenue for the preceding fiscal year, at Nil when gross revenues are less than CA$ 1,000,000 , 5 % when gross revenues are less than CA$ 10,000,000 and greater than CA$ 1,000,000 , and CA$ 500,000 plus 1 % of gross revenues when gross revenues are greater than CA$ 10,000,000 . As of March 31, 2023, the amount or principal drawn down on the loan, net of repayments, is CA$ 2,048,653 (2022 - CA$ 2,661,293 ). 1,513,819 1,449,493 ACOA BDP 2018 interest-free loan 1,3 with a maximum contribution of CA$ 3,000,000 , repayable in monthly repayments commencing June 1, 2021 , of CA$ 31,250 until May 1, 2029 . As of March 31, 2023, the amount of principal drawn down on the loan, net of repayments, is CA$ 1,502,875 (2022 - CA$ 2,406,250 ). 1,110,526 1,136,556 ACOA PBS 2019 interest-free loan 1 with a maximum contribution of CA$ 100,000 , repayable in monthly repayments commencing June 1, 2021 , of CA$ 1,400 until May 1, 2027 . As of March 31, 2023, the amount of principal drawn down on the loan, net of repayments, is CA$ 45,530 (2022 - CA$ 73,611 ). 33,495 34,750 ACOA Regional Relief and Recovery Fund, or RRRF, 2020 interest-free loan with a maximum contribution of CA$ 390,000 , repayable on monthly repayments commencing April 1, 2023 , of CA$ 11,000 until April 1, 2026 . As of March 31, 2023, the principal amount drawn down on the loan is CA$ 390,000 (2022 - CA$ 390,000 ). 174,392 159,642 Economic Development Agency of Canada for the Regions of Quebec, or EDC, 2022 interest-free loan 4 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$ 30,000 , with the first repayment due in January 2026 . As of March 31, 2023, the principal amount drawn down on the loan is CA$ 1,800,000 (2022 - CA$ 1,454,167 ). 939,419 747,634 3,784,704 3,553,955 Less: current portion ( 655,485 ) ( 483,226 ) $ 3,129,219 $ 3,070,729 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 that was recorded as deferred government assistance, which is being amortized over the useful life of the associated equipment. 4 The EDC 2022 loan was used to finance building renovations and equipment purchase resulting in $ 400,537 of deferred government assistance as of March 31, 2023, which is being amortized over the useful life of the associated building and equipment. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | 12. Capital stock Common stock Authorized: 1,000,000,000 common shares, $ 0.001 par value. During th e three months ended March 31, 2023, 2,634,244 stock options were exercised to purchase an equal number of common shares. In addition , 1,288,809 restricted stock units have veste d and settled into an equal number of common shares. At-the-Market Equity Offering Program: On February 10, 2023, we entered into a sales agreement, or the ATM Agreement, with an investment bank to conduct an "at-the-market" equity offering program, or the ATM, pursuant to which we may issue and sell, shares of our common stock, par value $ 0.001 per share, up to an aggregate of $ 100.0 million of shares of common stock, or the ATM Shares, from time to time. 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 of 1933, as amended, or the Securities Act. During the three months ended March 31, 2023, we sold a total of 17,573,969 shares of our common stock under the ATM at a weighted average price of $ 0.60 per share, generating gross proceeds of $ 10.5 million and net proceeds of $ 10.0 million after offering expenses. As of March 31, 2023, $ 89.5 million of common stock remained eligible for sale under the ATM Agreement. Registered direct offering: On June 24, 2022, we entered into a securities purchase agreement, or the SPA, as amended and restated on June 27, 2022, with certain institutional investors 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 $ 50.0 million and net proceeds of $ 46.3 million. The gross proceeds were allocated between common stock and accompanying warrants based on their relative fair values. The fair value of common stock was calculated based on the closing share price on June 27, 2022 of $ 1.15 . The fair value of the warrants was estimated using the Black-Scholes option pricing model. Accordingly, we have allocated $ 27.9 million as the fair value of common stock and $ 18.5 million as the fair value of warrants. The warrants are exercisable six months after the date of issuance, expire five and a half years from the date of issuance and have an exercise price of $ 1.75 per share of common stock. We have evaluated the warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. We have concluded that the warrants are considered indexed to our common shares and as such they have been classified as equity. |
Stock-Based Payments
Stock-Based Payments | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Payments | 13. Stock-based payments On December 3, 2021, our shareholders approved the 2021 Equity Incentive Plan to utilize the 3,500,000 shares reserved and unissued under the Torchlight 2015 Stock Option and Grant Plan and the 6,445,745 shares reserved and unissued under the MMI 2018 Stock Option and Grant plan to set the number of shares reserved for issuance under the 2021 Equity Incentive Plan at 34,945,745 shares. The 2021 Equity Incentive Plan allows the grants of non-statutory stock options, restricted stock, restricted stock units, or RSUs, stock appreciation rights, performance units and performance shares to employees, directors, and consultants. DSU Plan On March 28, 2013, we implemented a Deferred Stock Unit, or DSU, Plan for our directors, employees and officers. Directors, employees and officers are granted DSUs with immediate vesting as a form of compensation. Each unit is convertible at the option of the holder into one common share. Eligible individuals are entitled to receive all DSUs (including dividends and other adjustments) no later than December 1st of the first calendar year commencing after the time of termination of their services. As of March 31, 2023, t here were 3,910,186 outstanding DSUs. There were no new DSUs issued, no DSUs exercised and no DSUs expired during the three months ended March 31, 2023. RSU Plan Each unit is convertible at the option of the holder into one common share of our shares upon meeting the vesting conditions. Total stock-based compensation expense related to RSUs included in the condensed consolidated interim statements of operations was as follows: Three months ended March 31, 2023 2022 Cost of sales $ 143,905 $ 50,653 Selling & marketing 120,544 15,493 General & administrative 403,207 120,165 Research & development 419,021 97,211 $ 1,086,677 $ 283,522 The following table summarizes the change in outstanding RSUs: Number of Weighted Outstanding, December 31, 2022 6,506,922 $ 1.71 Forfeited ( 105,126 ) $ 1.21 Vested and settled ( 1,288,809 ) $ 2.78 Outstanding, March 31, 2023 5,112,987 $ 1.45 Vested but not settled, March 31, 2023 82,486 $ 1.21 Employee Stock Option Plan Each stock option is convertible at the option of the holder into one common share upon payment of the exercise price. Total stock-based compensation expense related to stock options included in the condensed consolidated interim statements of operations and comprehensive loss was as follows: Three months ended March 31, 2023 2022 Selling & marketing $ 99,242 $ 4,393 General & administrative 499,042 3,283,469 Research & development 317,379 424,058 $ 915,663 $ 3,711,920 The following table summarizes the change in our out standing stock options: Average Average exercise exercise price per remaining Aggregate Number of stock contractual intrinsic Outstanding, December 31, 2022 33,595,044 $ 0.80 9.31 $ 17,611,251 Exercised ( 2,634,244 ) $ 0.27 Forfeited ( 150,254 ) $ 1.23 Outstanding, March 31, 2023 30,810,546 $ 0.85 8.43 $ 2,291,214 Exercisable, March 31, 2023 24,032,721 $ 0.78 7.36 $ 2,092,965 Below is a summary of the outstanding options as of March 31, 2023 and December 31, 2022: As of March 31, As of December 31, 2023 2022 Range of exercise price Number outstanding Number exercisable Number outstanding Number exercisable $ 0.12 - $ 0.27 15,494,412 14,078,345 18,128,657 15,549,318 $ 0.89 - $ 1.00 2,984,668 1,822,394 2,984,668 1,822,394 $ 1.17 - $ 1.26 2,638,701 950,326 2,782,704 932,082 $ 1.31 - $ 1.58 6,723,654 4,212,545 6,729,904 3,054,672 $ 1.97 - 2.00 2,969,111 2,969,111 2,969,111 2,969,111 30,810,546 24,032,721 33,595,044 24,327,577 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income taxes We estimate our annual effective income tax rate in recording our quarterly provision for income taxes in the various jurisdictions in which we operate. Statutory tax rate changes and other significant or unusual items are recognized as discrete items in the quarter in which they occur. Our effective tax rate for the three months ended March 31, 2023 differs from the statutory rates due to valuation allowance as well as different domestic and foreign statutory tax rates. Deferred tax recovery for the three months ended March 31, 2023 and 2022 was $ 0.3 million and $ Nil , respectively. We have not yet been able to establish profitability or other sufficient significant positive evidence, to conclude that our deferred tax assets are more likely than not going to be realized. Therefore, we continue to maintain a valuation allowance against our deferred tax assets. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
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: Three months ended March 31, 2023 2022 Numerator: Net loss $ ( 18,668,678 ) $ ( 18,434,541 ) Denominator: Weighted-average shares, basic 368,879,341 285,224,469 Weighted-average shares, diluted 368,879,341 285,224,469 Net loss per share Basic $ ( 0.05 ) $ ( 0.06 ) Diluted $ ( 0.05 ) $ ( 0.06 ) 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 March 31, 2023 2022 Options 30,810,546 27,505,109 Warrants 39,920,919 2,583,880 RSUs 5,112,987 4,132,278 DSUs 3,910,186 3,647,026 79,754,638 37,868,293 |
Additional Cash Flow Informatio
Additional Cash Flow Information | 3 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Additional Cash Flow Information | 16. Additional cash flow information The net changes in non-cash working capital balances related to operations consist of the following: As of March 31, 2023 2022 Grants receivable $ — $ 146,950 Inventory 8,812 ( 96,285 ) Accounts and other receivables 66,159 ( 821,774 ) Prepaid expenses and other current assets ( 792,684 ) ( 342,711 ) Trade payables ( 1,687,578 ) ( 5,062,908 ) Due to related party ( 60 ) ( 54,051 ) Operating lease right-of-use Asset — ( 56 ) Operating lease liabilities ( 318,919 ) ( 76,022 ) $ ( 2,724,270 ) $ ( 6,306,857 ) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
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 notes receivable from Next Bridge is classified at Level 3 in the fair value hierarchy. See Note 6 for further details. The fair values of the funding obligation 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: As of March 31, As of December 31, 2023 2022 Financial liability Carrying value Fair value Carrying value Fair value Funding obligation $ 186,352 $ 246,625 $ 180,705 $ 85,411 Long-term debt $ 3,784,704 $ 4,099,747 $ 3,553,955 $ 2,663,460 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
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: Three months ended March 31, 2023 2022 Product sales $ 58,699 $ 168,127 Contract revenue [1] 1,353,560 2,706,568 Other development revenue — 100,000 Development revenue 1,353,560 2,806,568 $ 1,412,259 $ 2,974,695 1 A portion of contract revenue represents previously recorded deferred revenue that was recognized as revenue after satisfaction of performance obligations either through passage of time or after completion of specific performance milestones. Customer concentration A significant amount of our revenue is derived from contracts with major customers. For the three months ended March 31, 2023, revenue from one customer accounted fo r $ 1.3 million or 89 % of total revenue. We currently derive a significant portion of our revenue from contract services with a G10 central bank. In 2021, we acquired a development contract for up to $ 41.5 million over a period of up to five years . 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. For the three months ended March 31, 2022, we had one customer that accounted for $ 2.7 million or 90 % of total revenue. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | 19. Leases There were no new lease agreements during the three months ended March 31, 2023. We entered into the following lease during the three months ended March 31, 2022: Burnaby lease expansion On February 25, 2022, we entered into an agreement to amend our Burnaby lease, or the expansion, to expand the premises by an additional 1,994 square feet, commencing on June 1, 2022 , for a period of two years and eleven months . The agreement provides the tenant with early access to the premises at least three months prior to the commencement date to conduct leasehold improvements. We obtained access to the premises on March 25, 2022 and consequently recognized a right-of-use asset and liability for the expansion as of March 31, 2022, of $ 146,822 . Total operating lease expense included in the condensed consolidated interim statements of operations and comprehensive loss is as follows: Three months ended March 31, 2023 2022 Operating lease expense $ 400,450 $ 515,770 Short term lease expense 79,563 92,259 Variable and other lease expense 66,528 60,428 Total $ 546,541 $ 668,457 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 condensed consolidated interim statements of operations and comprehensive loss. Future minimum payments under non-cancelable operating lease obligations were as follows as of March 31, 2023: Remainder of 2023 $ 948,054 2024 1,269,852 2025 1,159,813 2026 1,001,885 Thereafter 2,924,616 Total minimum lease payments 7,304,220 Less: interest ( 3,072,610 ) Present value of net minimum lease payments 4,231,610 Less: current portion of lease liabilities ( 986,811 ) Total long-term lease liabilities $ 3,244,799 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 20. 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: O n 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, or 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 our behalf, 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 our favor, 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 March 31, 2023, 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 $ 4.0 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 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, or SFU, where certain elements of the nano-optic technology originated. Royalties were $ 925 during the three months ended March 31, 2023 (2022 - $ 1,575 ). In 2014, our wholly owned subsidiary, Nanotech, prepaid royalties that would offset against future royalties owed as part of the transfer of the intellectual property from SFU, of which $ 194,516 remains prepaid as at March 31, 2023 (December 31, 2022 - $ 195,441 ). 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 three months ended March 31, 2023 (2022 - $ Nil ). 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 as of March 31, 2023, as we have not yet occupied premises as of March 31, 2023, 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 as of March 31, 2023, as we have not yet occupied either premise as of March 31, 2023, 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 March 31, 2023, we had ongoing commitments for maintenance contracts and asset purchases as follows: Remainder of 2023 $ 265,101 2024 557,749 2025 569,240 2026 583,795 Thereafter 5,207,113 $ 7,182,998 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent events On April 14, 2023, we entered into an underwriting agreement, or the Underwriting Agreement, with Ladenburg Thalmann & Co. Inc. and A.G.P/Global Alliance Partners, or the underwriters, relating to our public offering of (i) 83,333,334 shares of our common stock, par value $ 0.001 and (ii) warrants to purchase up to an aggregate of 83,333,334 shares of our common stock. The shares of common stock and warrants were sold together as a fixed combination, consisting of one share of common stock and a warrant to purchase one share of common stock, but are immediately separable and will be issued separately in the offering. Each warrant is exercisable to purchase one share of common stock at a price of $ 0.375 per share, or Exercise Price, subject to certain adjustments in the case of a Share Combination Event or a Dilutive Issuance as described below, and expires five years from the date of issuance. The combined price to the public in the offering for each share of common stock and accompanying warrant was $ 0.30 . After deducting underwriting discounts and commissions and estimated offering expenses payable by us, the net proceeds were approximately $ 22.1 million. If at any time and from time to time on or after April 18, 2023, the issue date of warrants, or Issue Date, and prior to the second anniversary of the Issue Date there occurs any Share Combination Event (as defined below) and the Event Market Price (as defined below) is less than the Exercise Price, then on the sixth trading day immediately following such Share Combination Event, the Exercise Price on such sixth trading day shall be reduced (but in no event increased) to the Event Market Price; provided, however, that in no event shall the Event Market Price be less than $ 0.076 (appropriately adjusted for any Share Combination Event occurring after the Issue Date), or the Floor Price. Share Combination Event occurs when we (i) pay a stock dividend or otherwise make a distribution or distributions on shares of our common stock or any other equity or equity equivalent securities payable in shares of common stock (which, for avoidance of doubt, shall not include any shares of common stock issued by us upon exercise of this warrant), (ii) subdivide outstanding shares of common stock into a larger number of shares, (iii) combine (including by way of reverse stock split) outstanding shares of common stock into a smaller number of shares, or (iv) issue by reclassification of shares of our common stock any shares of our capital stock. “ Event Market Price” means, with respect to any Share Combination Event Date, the quotient determined by dividing (x) the sum of the volume weighted average price of the shares of common stock for each of the five trading days following such Share Combination Event divided by (y) five. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period. In addition, if at any time prior to April 18, 2024, we grant, issue or sell, or are deemed to have granted issued or sold, any shares of our Common Stock, subject to certain exceptions, for a consideration per share, or the New Issuance Price less than a price equal to the exercise price of the warrants then in effect, the foregoing a Dilutive Issuance, then immediately after such Dilutive Issuance, the exercise price then in effect will be reduced to an amount equal to the greater of the New Issuance Price and the Floor Price. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation These unaudited condensed consolidated interim financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America, or US GAAP. Our fiscal year-end is December 31. The condensed consolidated interim financial statements include the accounts of Meta Materials Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated on consolidation. These unaudited condensed consolidated interim financial statements do not include all of the information and notes required by US GAAP for annual financial statements. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with our audited consolidated financial statements and notes for the years ended December 31, 2022 and 2021, filed with the SEC on Forms 10-K and 10-K/A, respectively. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements ASU 2021-08: In October 2021, the Financial Accounting Standards Board, or 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. We adopted the guidance on January 1, 2023 and its adoption did no t have a material effect on our condensed consolidated interim financial statements and related disclosures. Recently Issued Accounting Pronouncements We currently have no material recent accounting pronouncements yet to be adopted. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Plasma App Ltd [Member] | |
Business Acquisition [Line Items] | |
Schedule of Preliminary Allocation of Consideration Paid for Acquisition and Fair Value of Assets and Liabilities | The following table presents the preliminary allocation of consideration paid for the PAL acquisition and fair value of the assets and liabilities acquired: Amount Fair value of common stock issued $ 15,290,320 Fair value of deferred consideration 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 |
Optodot Corporation [Member] | |
Business Acquisition [Line Items] | |
Schedule of Preliminary Allocation of Consideration Paid for Acquisition and Fair Value of Assets and Liabilities | The following table presents the preliminary allocation of consideration paid for the Optodot acquisition and fair value of the assets and liabilities acquired: Amount Fair value of unrestricted common stock issued or to be issued $ 41,791,115 Fair value of restricted common stock issued 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 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 As of March 31, 2023 December 31, 2022 Raw materials $ 479,698 $ 490,077 Supplies 10,914 11,345 Work in process 54,061 51,589 Finished goods 42,091 42,058 Inventory provision ( 127,145 ) ( 127,042 ) Total inventory $ 459,619 $ 468,027 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 As of March 31, 2023 December 31, 2022 Prepaid expenses $ 3,065,930 $ 2,835,660 Other current assets 339,513 365,583 Taxes receivable 4,602,604 4,000,856 Total prepaid expenses and other current assets $ 8,008,047 $ 7,202,099 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property, plant and equipment consist of the following: Useful life As of As of (years) March 31, 2023 December 31, 2022 Land N/A $ 439,666 $ 439,309 Building 25 5,067,206 5,063,091 Computer equipment 3 - 5 1,324,615 775,736 Computer software 1 647,423 606,729 Manufacturing equipment 2 - 5 22,801,333 22,701,761 Office furniture 5 - 7 835,764 660,549 Leasehold improvements 5 - 10 18,655,487 2,172,134 Enterprise Resource Planning software 5 197,809 197,648 Assets under construction N/A 5,460,973 20,337,338 55,430,276 52,954,295 Accumulated depreciation and impairment ( 11,761,795 ) ( 10,279,596 ) $ 43,668,481 $ 42,674,699 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangibles, Net | Intangible assets consist of the following: Useful life As of As of (years) March 31, 2023 December 31, 2022 Patents 5 - 10 $ 42,512,375 $ 42,111,143 Trademarks 125,334 124,845 Developed technology 20 13,988,030 13,976,668 Customer contract 5 9,606,148 9,598,348 66,231,887 65,811,004 Accumulated amortization and impairment ( 11,337,421 ) ( 9,497,687 ) $ 54,894,466 $ 56,313,317 |
Schedule of Goodwill | Goodwill at December 31, 2022 $ 281,748,466 Effect of foreign exchange on goodwill 197,167 Goodwill at March 31, 2023 $ 281,945,633 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Long Term Debt | As of As of March 31, 2023 December 31, 2022 Atlantic Canada Opportunities Agency, or ACOA, Business Development Program, or BDP, 2012 interest-free loan 1 with a maximum contribution of CA$ 500,000 , repayable in monthly repayments commencing October 1, 2015 , of CA$ 5,952 until June 1, 2023 . Loan repayments were temporarily paused effective April 1, 2020, until January 1, 2021, as a result of the COVID-19 outbreak. As of March 31, 2023, the amount of principal drawn down on the loan, net of repayments is CA$ 17,664 (2022 - CA$ 35,714 ). $ 13,053 $ 25,880 ACOA Atlantic Innovation Fund, or AIF, 2015 interest-free loan 1,2 with a maximum contribution of CA$ 3,000,000 . Annual repayments, commencing June 1, 2021 , are calculated as a percentage of gross revenue for the preceding fiscal year, at Nil when gross revenues are less than CA$ 1,000,000 , 5 % when gross revenues are less than CA$ 10,000,000 and greater than CA$ 1,000,000 , and CA$ 500,000 plus 1 % of gross revenues when gross revenues are greater than CA$ 10,000,000 . As of March 31, 2023, the amount or principal drawn down on the loan, net of repayments, is CA$ 2,048,653 (2022 - CA$ 2,661,293 ). 1,513,819 1,449,493 ACOA BDP 2018 interest-free loan 1,3 with a maximum contribution of CA$ 3,000,000 , repayable in monthly repayments commencing June 1, 2021 , of CA$ 31,250 until May 1, 2029 . As of March 31, 2023, the amount of principal drawn down on the loan, net of repayments, is CA$ 1,502,875 (2022 - CA$ 2,406,250 ). 1,110,526 1,136,556 ACOA PBS 2019 interest-free loan 1 with a maximum contribution of CA$ 100,000 , repayable in monthly repayments commencing June 1, 2021 , of CA$ 1,400 until May 1, 2027 . As of March 31, 2023, the amount of principal drawn down on the loan, net of repayments, is CA$ 45,530 (2022 - CA$ 73,611 ). 33,495 34,750 ACOA Regional Relief and Recovery Fund, or RRRF, 2020 interest-free loan with a maximum contribution of CA$ 390,000 , repayable on monthly repayments commencing April 1, 2023 , of CA$ 11,000 until April 1, 2026 . As of March 31, 2023, the principal amount drawn down on the loan is CA$ 390,000 (2022 - CA$ 390,000 ). 174,392 159,642 Economic Development Agency of Canada for the Regions of Quebec, or EDC, 2022 interest-free loan 4 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$ 30,000 , with the first repayment due in January 2026 . As of March 31, 2023, the principal amount drawn down on the loan is CA$ 1,800,000 (2022 - CA$ 1,454,167 ). 939,419 747,634 3,784,704 3,553,955 Less: current portion ( 655,485 ) ( 483,226 ) $ 3,129,219 $ 3,070,729 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 that was recorded as deferred government assistance, which is being amortized over the useful life of the associated equipment. 4 The EDC 2022 loan was used to finance building renovations and equipment purchase resulting in $ 400,537 of deferred government assistance as of March 31, 2023, which is being amortized over the useful life of the associated building and equipment. |
Stock-Based Payments (Tables)
Stock-Based Payments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 our out standing stock options: Average Average exercise exercise price per remaining Aggregate Number of stock contractual intrinsic Outstanding, December 31, 2022 33,595,044 $ 0.80 9.31 $ 17,611,251 Exercised ( 2,634,244 ) $ 0.27 Forfeited ( 150,254 ) $ 1.23 Outstanding, March 31, 2023 30,810,546 $ 0.85 8.43 $ 2,291,214 Exercisable, March 31, 2023 24,032,721 $ 0.78 7.36 $ 2,092,965 |
Summary of stock options outstanding | Below is a summary of the outstanding options as of March 31, 2023 and December 31, 2022: As of March 31, As of December 31, 2023 2022 Range of exercise price Number outstanding Number exercisable Number outstanding Number exercisable $ 0.12 - $ 0.27 15,494,412 14,078,345 18,128,657 15,549,318 $ 0.89 - $ 1.00 2,984,668 1,822,394 2,984,668 1,822,394 $ 1.17 - $ 1.26 2,638,701 950,326 2,782,704 932,082 $ 1.31 - $ 1.58 6,723,654 4,212,545 6,729,904 3,054,672 $ 1.97 - 2.00 2,969,111 2,969,111 2,969,111 2,969,111 30,810,546 24,032,721 33,595,044 24,327,577 |
Summary of change in outstanding share RSUs | The following table summarizes the change in outstanding RSUs: Number of Weighted Outstanding, December 31, 2022 6,506,922 $ 1.71 Forfeited ( 105,126 ) $ 1.21 Vested and settled ( 1,288,809 ) $ 2.78 Outstanding, March 31, 2023 5,112,987 $ 1.45 Vested but not settled, March 31, 2023 82,486 $ 1.21 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of stock-based compensation expenses | Total stock-based compensation expense related to RSUs included in the condensed consolidated interim statements of operations was as follows: Three months ended March 31, 2023 2022 Cost of sales $ 143,905 $ 50,653 Selling & marketing 120,544 15,493 General & administrative 403,207 120,165 Research & development 419,021 97,211 $ 1,086,677 $ 283,522 |
Employee Stock Option Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of stock-based compensation expenses | Total stock-based compensation expense related to stock options included in the condensed consolidated interim statements of operations and comprehensive loss was as follows: Three months ended March 31, 2023 2022 Selling & marketing $ 99,242 $ 4,393 General & administrative 499,042 3,283,469 Research & development 317,379 424,058 $ 915,663 $ 3,711,920 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary Basic and Diluted Net Loss Per Share | The following table sets forth the calculation of basic and diluted net loss per share during the periods presented: Three months ended March 31, 2023 2022 Numerator: Net loss $ ( 18,668,678 ) $ ( 18,434,541 ) Denominator: Weighted-average shares, basic 368,879,341 285,224,469 Weighted-average shares, diluted 368,879,341 285,224,469 Net loss per share Basic $ ( 0.05 ) $ ( 0.06 ) Diluted $ ( 0.05 ) $ ( 0.06 ) |
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 March 31, 2023 2022 Options 30,810,546 27,505,109 Warrants 39,920,919 2,583,880 RSUs 5,112,987 4,132,278 DSUs 3,910,186 3,647,026 79,754,638 37,868,293 |
Additional Cash Flow Informat_2
Additional Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary Of Cash Flow, Operating Capital | The net changes in non-cash working capital balances related to operations consist of the following: As of March 31, 2023 2022 Grants receivable $ — $ 146,950 Inventory 8,812 ( 96,285 ) Accounts and other receivables 66,159 ( 821,774 ) Prepaid expenses and other current assets ( 792,684 ) ( 342,711 ) Trade payables ( 1,687,578 ) ( 5,062,908 ) Due to related party ( 60 ) ( 54,051 ) Operating lease right-of-use Asset — ( 56 ) Operating lease liabilities ( 318,919 ) ( 76,022 ) $ ( 2,724,270 ) $ ( 6,306,857 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: As of March 31, As of December 31, 2023 2022 Financial liability Carrying value Fair value Carrying value Fair value Funding obligation $ 186,352 $ 246,625 $ 180,705 $ 85,411 Long-term debt $ 3,784,704 $ 4,099,747 $ 3,553,955 $ 2,663,460 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue Disaggregated | Revenue is disaggregated as follows: Three months ended March 31, 2023 2022 Product sales $ 58,699 $ 168,127 Contract revenue [1] 1,353,560 2,706,568 Other development revenue — 100,000 Development revenue 1,353,560 2,806,568 $ 1,412,259 $ 2,974,695 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. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Summary of Operating Lease Expense | Total operating lease expense included in the condensed consolidated interim statements of operations and comprehensive loss is as follows: Three months ended March 31, 2023 2022 Operating lease expense $ 400,450 $ 515,770 Short term lease expense 79,563 92,259 Variable and other lease expense 66,528 60,428 Total $ 546,541 $ 668,457 |
Summary Of Future Minimum Payments Under Non-cancelable Operating Lease Obligations | Future minimum payments under non-cancelable operating lease obligations were as follows as of March 31, 2023: Remainder of 2023 $ 948,054 2024 1,269,852 2025 1,159,813 2026 1,001,885 Thereafter 2,924,616 Total minimum lease payments 7,304,220 Less: interest ( 3,072,610 ) Present value of net minimum lease payments 4,231,610 Less: current portion of lease liabilities ( 986,811 ) Total long-term lease liabilities $ 3,244,799 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary Of Commitments For Maintenance Contracts And Asset Purchases | g) As of March 31, 2023, we had ongoing commitments for maintenance contracts and asset purchases as follows: Remainder of 2023 $ 265,101 2024 557,749 2025 569,240 2026 583,795 Thereafter 5,207,113 $ 7,182,998 |
Corporate Information - Additio
Corporate Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 Patent | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of active patent documents | 500 |
Number of patents have issued | 315 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) - ASU 2021-08 | Mar. 31, 2023 |
Recently Adopted Accounting Pronouncements | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change In Accounting Principle Accounting Standards Update Adoption Date | Jan. 01, 2023 |
Change In Accounting Principle Accounting Standards Update Immaterial Effect | true |
Going Concern - Additional Info
Going Concern - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net loss | $ (18,668,678) | $ (18,434,541) | $ (79,100,000) |
Accumulated deficit | $ (226,165,006) | $ (207,496,328) | |
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 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Jun. 22, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Apr. 01, 2022 | |
Business Acquisition [Line Items] | ||||
Loss from operations | $ (18,559,202) | $ (17,409,055) | ||
Plasma App Ltd [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition effective date | Apr. 01, 2022 | |||
Percentage of voting equity interests acquired | 100% | |||
Loss from operations | $ (600,000) | |||
Plasma App Ltd [Member] | Developed Technology Assets [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquired finite lived intangible assets | $ 12,600,000 | |||
Optodot Corporation [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition effective date | Jun. 22, 2022 | |||
Loss from operations | $ (500,000) | |||
Optodot Corporation [Member] | Developed Technology Assets [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquired finite lived intangible assets | $ 23,300,000 |
Acquisitions - Schedule of Prel
Acquisitions - Schedule of Preliminary Allocation of Consideration Paid for Acquisition and Fair Value of Assets and Liabilities (Details) - USD ($) | Jun. 22, 2022 | Apr. 01, 2022 | Mar. 31, 2023 | Dec. 31, 2022 |
Net assets (liabilities): | ||||
Goodwill | $ 281,945,633 | $ 281,748,466 | ||
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 | |||
Total cash consideration | 16,989,246 | |||
Net assets (liabilities): | ||||
Cash and cash equivalents | 13,822 | |||
Other assets | 36,104 | |||
Intangibles | 12,600,000 | |||
Deferred tax liability | (3,150,000) | |||
Goodwill | 7,489,320 | |||
Net assets | $ 16,989,246 | |||
Optodot Corporation [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 3,500,000 | |||
Total cash consideration | 53,633,267 | |||
Net assets (liabilities): | ||||
Intangibles | 23,300,000 | |||
Deferred tax liability | (4,893,000) | |||
Goodwill | 35,226,267 | |||
Net assets | 53,633,267 | |||
Optodot Corporation [Member] | Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of common stock issued | 41,791,115 | |||
Optodot Corporation [Member] | Restricted Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Fair value of common stock issued | $ 8,342,152 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Lamda Guard Technologies Ltd or Lamda [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party, current | $ 8,521 | $ 8,461 |
Note Receivable - Additional In
Note Receivable - Additional Information (Details) - Next Bridge Hydrocarbons Inc. [Member] - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Oct. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Notes receivable | $ 0.6 | $ 0.6 | ||
Fair value measurement and recorded | $ 2.2 | |||
Notes receivable, allowance for credit losses | 1 | 1 | ||
Interest income | 0.4 | |||
Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Increased commitments and loan under loan agreement | 2.6 | $ 2.6 | ||
2021 Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face amount | $ 15 | |||
Notes receivable interest rate | 8% | |||
Notes receivable maturity date | Mar. 31, 2023 | Mar. 31, 2023 | ||
Note receivable extended maturity date | Oct. 03, 2023 | Oct. 03, 2023 | ||
Accrued default rate | 12% | |||
Number of common shares owned directly and beneficially by pledgor | 1,515,000 | |||
Percentage of working interest beneficially owned by pledgor | 25% | |||
2022 Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument face amount | $ 5 | |||
Notes receivable interest rate | 8% | |||
Notes receivable maturity date | Mar. 31, 2023 | |||
Note receivable extended maturity date | Oct. 03, 2023 | |||
Accrued default rate | 12% | |||
2021 Note and 2022 Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Accrued interest | 2 | $ 2 | ||
Prepayment of loan | $ 1 |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 479,698 | $ 490,077 |
Supplies | 10,914 | 11,345 |
Work in process | 54,061 | 51,589 |
Finished goods | 42,091 | 42,058 |
Inventory provision | (127,145) | (127,042) |
Total inventory | $ 459,619 | $ 468,027 |
Prepaid Expenses And Other Cu_3
Prepaid Expenses And Other Current Assets - Summary of Prepaid Expenses And Other Current Assets (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 3,065,930 | $ 2,835,660 |
Other current assets | 339,513 | 365,583 |
Taxes receivable | 4,602,604 | 4,000,856 |
Total prepaid expenses and other current assets | $ 8,008,047 | $ 7,202,099 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 55,430,276 | $ 52,954,295 |
Accumulated depreciation and impairment | (11,761,795) | (10,279,596) |
Property, Plant and Equipment, Net | 43,668,481 | 42,674,699 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 439,666 | 439,309 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 5,067,206 | 5,063,091 |
Property, Plant and Equipment, Useful Life | 25 years | |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,324,615 | 775,736 |
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 | $ 647,423 | 606,729 |
Property, Plant and Equipment, Useful Life | 1 year | |
Manufacturing equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 22,801,333 | 22,701,761 |
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 | $ 835,764 | 660,549 |
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 | $ 18,655,487 | 2,172,134 |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Enterprise Resource Planning software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 197,809 | 197,648 |
Property, Plant and Equipment, Useful Life | 5 years | |
Assets under construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 5,460,973 | $ 20,337,338 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 1.5 | $ 0.8 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Intangible Assets, Net (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 66,231,887 | $ 65,811,004 |
Accumulated amortization and impairment | (11,337,421) | (9,497,687) |
Intangibles, Net | 54,894,466 | 56,313,317 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 42,512,375 | 42,111,143 |
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 | $ 125,334 | 124,845 |
Developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 13,988,030 | 13,976,668 |
Intangibles, Useful Life (years) | 20 years | |
Customer contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 9,606,148 | $ 9,598,348 |
Intangibles, Useful Life (years) | 5 years |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information - (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 1.8 | $ 0.9 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Goodwill (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 281,748,466 |
Effect of foreign exchange on goodwill | 197,167 |
Goodwill, ending balance | $ 281,945,633 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long Term Debt (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 3,784,704 | $ 3,553,955 |
Long-Term Debt, Current Maturities | (655,485) | (483,226) |
Long-term Debt, Excluding Current Maturities | 3,129,219 | 3,070,729 |
ACOA Business Development Program ("BDP") 2012 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 13,053 | 25,880 |
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 1,513,819 | 1,449,493 |
ACOA BDP 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 1,110,526 | 1,136,556 |
ACOA PBS 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 33,495 | 34,750 |
ACOA Regional Relief and Recovery Fund ("RRRF") 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 174,392 | 159,642 |
EDC 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 939,419 | $ 747,634 |
Long-Term Debt - Summary of L_2
Long-Term Debt - Summary of Long Term Debt (Parenthetical) (Details) | 3 Months Ended | ||||
Mar. 31, 2023 USD ($) | Mar. 31, 2023 CAD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2023 CAD ($) | Dec. 31, 2022 CAD ($) | |
Debt Instrument [Line Items] | |||||
Revenues | $ 1,412,259 | $ 2,974,695 | |||
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 | 17,664 | $ 35,714 | |||
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 | $ 2,048,653 | 2,661,293 | |||
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 | ||||
Long Term debt cumulative drawdown amount | $ 1,502,875 | 2,406,250 | |||
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 | $ 45,530 | 73,611 | |||
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 | Jan. 31, 2026 | Jan. 31, 2026 | |||
Maximum contribution | 2,000,000 | ||||
Principal periodic payment | $ 30,000 | ||||
Frequency of payment | monthly | monthly | |||
Deferred government assistance | $ 400,537 | ||||
Long Term debt cumulative drawdown amount | $ 1,800,000 | $ 1,454,167 | |||
Long-term debt, term | 60 months | 60 months | |||
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) - USD ($) | 3 Months Ended | ||||
Jun. 27, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Feb. 10, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |||
Common stock, shares par value | $ 0.001 | $ 0.001 | |||
Offering price | $ 361,922 | $ 340,425 | |||
Options exercised to purchase equal number of common shares | 2,634,244 | ||||
Securities Purchase Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Number of securities called by warrant | 37,037,039 | ||||
Warrants exercise price | $ 1.75 | ||||
Gross proceeds from issuance of common stock | $ 50,000,000 | ||||
Net proceeds from issuance of common stock | $ 46,300,000 | ||||
Share price | $ 1.15 | ||||
Warrants fair value | $ 18,500,000 | ||||
Warrant expiration term | 5 years 6 months | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Total shares sold of common stock | 17,573,969 | ||||
Options exercised to purchase equal number of common shares | 2,634,244 | 730,249 | |||
Common Stock [Member] | Securities Purchase Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares issued | 37,037,039 | ||||
Purchase price of per share | $ 1.35 | ||||
Warrants exercise price | $ 1.75 | ||||
Common stock fair value | $ 27,900,000 | ||||
Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Class of Stock [Line Items] | |||||
Stock units vested and settled equal number of common shares | 1,288,809 | ||||
At The Market Offering Program [Member] | Sales Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares par value | $ 0.001 | ||||
Total shares sold of common stock | 17,573,969 | ||||
Weighted average share price per share | $ 0.60 | ||||
Remaining eligible of sale common stock | $ 89,500,000 | ||||
Gross proceeds from issuance of common stock | 10,500,000 | ||||
Net proceeds from issuance of common stock | $ 10,000,000 | ||||
At The Market Offering Program [Member] | Maximum [Member] | Sales Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Offering price | $ 100,000,000 |
Stock-Based Payments - Addition
Stock-Based Payments - Additional Information (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 03, 2021 | |
2015 Stock Option and Grant Plan [Member] | ||
Shares reserved for future issuance | 3,500,000 | |
2018 Stock Option and Grant Plan [Member] | ||
Shares reserved for future issuance | 6,445,745 | |
2021 Equity Incentive Plan [Member] | ||
Shares reserved for future issuance | 34,945,745 | |
DSU Plan [Member] | ||
Number of shares outstanding | 3,910,186 | |
Number of shares issued | 0 | |
Number of shares exercised | 0 | |
Number of shares expired | 0 |
Stock-Based Payments - Summary
Stock-Based Payments - Summary of Stock-Based Compensation Expenses (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 1,086,677 | $ 283,522 |
Restricted Stock Units (RSUs) [Member] | Cost of Sales [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 143,905 | 50,653 |
Restricted Stock Units (RSUs) [Member] | Selling & Marketing | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 120,544 | 15,493 |
Restricted Stock Units (RSUs) [Member] | General & Administrative | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 403,207 | 120,165 |
Restricted Stock Units (RSUs) [Member] | Research & Development | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 419,021 | 97,211 |
Employee Stock Option Plan [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 915,663 | 3,711,920 |
Employee Stock Option Plan [Member] | Selling & Marketing | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 99,242 | 4,393 |
Employee Stock Option Plan [Member] | General & Administrative | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 499,042 | 3,283,469 |
Employee Stock Option Plan [Member] | Research & Development | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 317,379 | $ 424,058 |
Stock-Based Payments - Summar_2
Stock-Based Payments - Summary of change in outstanding share RSUs (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding, beginning of period | shares | 6,506,922 |
Forfeited | shares | (105,126) |
Awards vested and settled | shares | (1,288,809) |
Outstanding, end of period | shares | 5,112,987 |
Weighted average grant date fair value, beginning balance | $ / shares | $ 1.71 |
Forfeited, Weighted Average grant date fair value | $ / shares | 1.21 |
Vested and settled, Weighted Average grant date fair value | $ / shares | 2.78 |
Weighted average grant date fair value, ending balance | $ / shares | $ 1.45 |
Vested, end of period, Number of RSUs | shares | 82,486 |
Vested, end of period, Weighted Average grant date fair value | $ / shares | $ 1.21 |
Stock-Based Payments - Summar_3
Stock-Based Payments - Summary of Change in Share Outstanding Options (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding, beginning of period, Number of Options | 33,595,044 | |
Exercised, Number of Options | (2,634,244) | |
Forfeited, Number of Options | (150,254) | |
Outstanding, end of period, Number of Options | 30,810,546 | 33,595,044 |
Exercisable, end of period | 24,032,721 | 24,327,577 |
Outstanding, beginning of period, Average exercise price per stock option | $ 0.80 | |
Exercised, Average exercise price per stock option | 0.27 | |
Forfeited, Average exercise price per stock option | 1.23 | |
Outstanding, end of period, Average exercise price per stock option | 0.85 | $ 0.80 |
Exercisable, end of period | $ 0.78 | |
Outstanding, Average exercise remaining contractual term (years) | 8 years 5 months 4 days | 9 years 3 months 21 days |
Exercisable, Average exercise remaining contractual term (years) | 7 years 4 months 9 days | |
Outstanding, Aggregate intrinsic value | $ 2,291,214 | $ 17,611,251 |
Exercisable, Aggregate intrinsic value | $ 2,092,965 |
Stock-Based Payments - Summar_4
Stock-Based Payments - Summary of Stock Options Outstanding (Details) - shares | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 30,810,546 | 33,595,044 |
Number exercisable | 24,032,721 | 24,327,577 |
$0.12 - $0.27 | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 15,494,412 | 18,128,657 |
Number exercisable | 14,078,345 | 15,549,318 |
$0.89 - $1.00 | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 2,984,668 | 2,984,668 |
Number exercisable | 1,822,394 | 1,822,394 |
$1.17 - $1.26 | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 2,638,701 | 2,782,704 |
Number exercisable | 950,326 | 932,082 |
$1.31 - $1.58 | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 6,723,654 | 6,729,904 |
Number exercisable | 4,212,545 | 3,054,672 |
$1.97 - 2.00 | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 2,969,111 | 2,969,111 |
Number exercisable | 2,969,111 | 2,969,111 |
Stock-Based Payments - Summar_5
Stock-Based Payments - Summary of Stock Options Outstanding (Parenthetical) (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | $ 0.85 | $ 0.80 |
$0.12 - $0.27 | Minimum [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 0.12 | 0.12 |
$0.12 - $0.27 | Maximum [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 0.27 | 0.27 |
$0.89 - $1.00 | Minimum [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 0.89 | 0.89 |
$0.89 - $1.00 | Maximum [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 1 | 1 |
$1.17 - $1.26 | Minimum [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 1.17 | 1.17 |
$1.17 - $1.26 | Maximum [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 1.26 | 1.26 |
$1.31 - $1.58 | Minimum [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 1.31 | 1.31 |
$1.31 - $1.58 | Maximum [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 1.58 | 1.58 |
$1.97 - 2.00 | Minimum [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | 1.97 | 1.97 |
$1.97 - 2.00 | Maximum [Member] | ||
Schedule Of Stock Options Outstanding [Line Items] | ||
Exercise price | $ 2 | $ 2 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Deferred tax recovery | $ 300,000 | $ 0 |
Net Loss Per Share - Summary Ba
Net Loss Per Share - Summary Basic and Diluted Net Loss Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net loss | $ (18,668,678) | $ (18,434,541) |
Denominator: | ||
Weighted-average shares, basic | 368,879,341 | 285,224,469 |
Weighted-average shares, diluted | 368,879,341 | 285,224,469 |
Net loss per share | ||
Basic | $ (0.05) | $ (0.06) |
Diluted | $ (0.05) | $ (0.06) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 79,754,638 | 37,868,293 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 30,810,546 | 27,505,109 |
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 | 2,583,880 |
RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,112,987 | 4,132,278 |
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 Cash Flow, Operating Capital (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Increase (Decrease) in Operating Capital [Abstract] | ||
Grants receivable | $ 0 | $ 146,950 |
Inventory | 8,812 | (96,285) |
Accounts and other receivables | 66,159 | (821,774) |
Prepaid expenses and other current assets | (792,684) | (342,711) |
Trade payables | (1,687,578) | (5,062,908) |
Due to related party | (60) | (54,051) |
Operating lease right-of-use Asset | 0 | (56) |
Operating lease liabilities | (318,919) | (76,022) |
Total | $ (2,724,270) | $ (6,306,857) |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of Financial Instruments (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Funding obligation | $ 186,352 | $ 180,705 |
Long-term debt | 3,784,704 | 3,553,955 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Funding obligation | 246,625 | 85,411 |
Long-term debt | $ 4,099,747 | $ 2,663,460 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 USD ($) Customer Segment | Mar. 31, 2022 USD ($) Customer | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | ||
Disaggregation of Revenue [Line Items] | |||||
Number of operating segment | Segment | 1 | ||||
Total revenue | $ 1,412,259 | $ 2,974,695 | |||
Development contract value | $ 41,500,000 | $ 4,300,000 | |||
Development contract period maximum | 5 years | ||||
Contract revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Number of major customers | Customer | 1 | 1 | |||
Total revenue | [1] | $ 1,353,560 | $ 2,706,568 | ||
Contract revenue [Member] | A G10 Central Bank [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | $ 1,300,000 | $ 2,700,000 | |||
Contract revenue [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | A G10 Central Bank [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk, percentage | 89% | 90% | |||
[1] A portion of contract revenue represents previously recorded deferred revenue that was recognized as revenue after satisfaction of performance obligations either through passage of time or after completion of specific performance milestones. |
Revenue - Summary of Revenue Di
Revenue - Summary of Revenue Disaggregated (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 1,412,259 | $ 2,974,695 | |
Product sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 58,699 | 168,127 | |
Contract revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 1,353,560 | 2,706,568 |
Other development revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 100,000 | ||
Development revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 1,353,560 | $ 2,806,568 | |
[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. |
Leases - Additional Information
Leases - Additional Information (Details) | 3 Months Ended | ||||
Feb. 25, 2022 ft² | Mar. 31, 2023 USD ($) Agreement | Dec. 31, 2022 USD ($) | Oct. 01, 2022 ft² | Sep. 01, 2022 ft² | |
Number of lease agreements | Agreement | 0 | ||||
Land under lease | ft² | 12,655 | 11,642 | |||
Operating lease right-of-use assets | $ 5,380,817 | $ 5,576,824 | |||
Operating lease liability | 4,231,610 | ||||
Burnaby [Member] | |||||
Lease, term of contract | 2 years 11 months | ||||
Land under lease | ft² | 1,994 | ||||
Operating lease right-of-use assets | 146,822 | ||||
Operating lease liability | $ 146,822 | ||||
Lease commencement date | Jun. 01, 2022 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Lease, Cost [Abstract] | ||
Operating lease expense | $ 400,450 | $ 515,770 |
Short term lease expense | 79,563 | 92,259 |
Variable and other lease expense | 66,528 | 60,428 |
Total | $ 546,541 | $ 668,457 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Payments Under Non-cancelable Operating Lease Obligations (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
Remainder of 2023 | $ 948,054 | |
2024 | 1,269,852 | |
2025 | 1,159,813 | |
2026 | 1,001,885 | |
Thereafter | 2,924,616 | |
Total minimum lease payments | 7,304,220 | |
Less: interest | (3,072,610) | |
Present value of net minimum lease payments | 4,231,610 | |
Less: current portion of lease liabilities | (986,811) | $ (967,126) |
Total long-term lease liabilities | $ 3,244,799 | $ 3,375,031 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |||||
Oct. 01, 2022 ft² | Sep. 01, 2022 ft² | Jul. 25, 2022 USD ($) | Mar. 31, 2023 USD ($) $ / ft² Patent | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / ft² | Dec. 31, 2018 USD ($) | |
Contractual obligation lease term | 132 months | ||||||
Land under lease | ft² | 12,655 | 11,642 | |||||
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 | ||||||
AnnualLeasePaymentsPerSquareFootInLeaseYearTwo | $ / ft² | 18.50 | ||||||
AnnualLeasePaymentsPerSquareFootInLeaseYearThree | $ / ft² | 19 | ||||||
AnnualLeasePaymentsPerSquareFootInLeaseYearFour | $ / ft² | 19.50 | ||||||
AnnualLeasePaymentsPerSquareFootInLeaseYearFive | $ / ft² | 20 | ||||||
Contractual obligation | $ 186,352 | $ 180,705 | |||||
Royalties | $ 0 | $ 0 | |||||
Number of patents | Patent | 6 | ||||||
Phase One [Member] | |||||||
Contractual obligation lease term | 5 years | ||||||
Land under lease | ft² | 8,097 | ||||||
Phase Two [Member] | |||||||
Contractual obligation lease term | 6 years | ||||||
Land under lease | ft² | 4,558 | ||||||
Co Operation Agreement [Member] | |||||||
Contractual obligation | $ 4,000,000 | ||||||
Simon Fraser University [Member] | |||||||
Sales royalty | 3% | ||||||
Royalties | $ 925 | 1,575 | |||||
Prepaid royalties | 194,516 | $ 195,441 | |||||
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 | ||||||
Breach of Contract [Member] | WestPark Capital Group, LLC [Member] | |||||||
Monetary relief, sought value | $ 450,000 | ||||||
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. | ||||||
Nanotech Security Corp [Member] | |||||||
Contractual obligation | $ 7,182,998 | ||||||
Remainder of 2023 | 265,101 | ||||||
2024 | 557,749 | ||||||
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 ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Apr. 14, 2023 | Mar. 31, 2023 | Apr. 18, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||
Common stock, shares par value | $ 0.001 | $ 0.001 | ||
Event market price, description | “Event Market Price” means, with respect to any Share Combination Event Date, the quotient determined by dividing (x) the sum of the volume weighted average price of the shares of common stock for each of the five trading days following such Share Combination Event divided by (y) five. | |||
Subsequent Event [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Event market price | $ 0.076 | |||
Subsequent Event [Member] | Ladenburg Thalmann & Co. Inc. and A.G.P/Global Alliance Partners [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares issued to underwriters | 83,333,334 | |||
Common stock, shares par value | $ 0.001 | |||
Underwriting agreement expire years | 5 years | |||
Share price | $ 0.375 | |||
Combined price per share of common stock and warrant | $ 0.30 | |||
Net proceeds from issuance of common stock | $ 22.1 |