Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 20, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Meta Materials Inc. | ||
Entity Central Index Key | 0001431959 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 103,814,030 | ||
Entity Common Stock, Shares Outstanding | 6,307,684 | ||
Entity Shell Company | false | ||
Document Financial Statement Error Correction | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | MMAT | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 001-36247 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 74-3237581 | ||
Entity Address, Address Line One | 60 Highfield Park Drive | ||
Entity Address, City or Town | Dartmouth | ||
Entity Address, State or Province | NS | ||
Entity Address, Country | CA | ||
Entity Address, Postal Zip Code | B3A 4R9 | ||
City Area Code | 902 | ||
Local Phone Number | 482-5729 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE The information called for by Part III of this Form 10-K will be included in the definitive proxy statement to be filed by the Registrant in connection with the 2024 Annual Meeting of Stockholders (the "Proxy Statement") with the Securities and Exchange Commission not later than 120 days after the year ended December 31, 2023, provided that if such Proxy Statement is not filed withi n such period, the information called for by Part III of this Form 10-K will be provided in an amendment to this Form 10-K, which will be filed within such 120 day period. | ||
Auditor Firm ID | 85 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Vaughan, ON, Canada |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 9,723,690 | $ 10,090,858 |
Restricted Cash | 578,406 | 1,720,613 |
Accounts receivables | 942,793 | 902,718 |
Subscription receivables | 881,100 | |
Notes receivable, net of allowance for credit loss | 2,211,900 | |
Inventory | 168,747 | 468,027 |
Prepaid expenses and other current assets | 5,071,363 | 7,202,099 |
Due from related parties | $ 29,906 | $ 8,461 |
Other Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember |
Total current assets | $ 17,396,005 | $ 22,604,676 |
Intangible assets, net | 18,030,301 | 56,313,317 |
Property, plant and equipment, net | 18,601,614 | 42,674,699 |
Operating lease ROU assets | 1,200,417 | 5,576,824 |
Goodwill | 281,748,466 | |
Total assets | 55,228,337 | 408,917,982 |
Current liabilities | ||
Trade payables | 10,270,386 | 6,941,498 |
Accruals and other payables | 7,249,291 | 9,752,713 |
Restructuring costs accrual | 1,182,112 | |
Current portion of long-term debt | 801,628 | 483,226 |
Current portion of deferred revenues | 1,054,557 | 730,501 |
Current portion of deferred government assistance | 590,954 | 799,490 |
Current portion of funding obligation | 982,912 | |
Current portion of operating lease liabilities | 1,452,863 | 967,126 |
Total current liabilities | 23,584,703 | 19,674,554 |
Deferred revenues | 419,035 | 479,808 |
Deferred government assistance | 391,148 | 319,017 |
Deferred tax liabilities | 0 | 3,253,985 |
Long-term operating lease liabilities | 5,973,657 | 3,375,031 |
Long-term funding obligation | 180,705 | |
Long-term debt | 2,922,989 | 3,070,729 |
Total liabilities | 33,291,532 | 30,353,829 |
Commitments and contingencies (Note 27) | ||
Stockholders' equity | ||
Common stock - $0.001 par value; 10,000,000 shares authorized, 5,659,438 shares issued and outstanding at December 31, 2023, and $0.001 par value; 10,000,000 shares authorized, 3,622,479 shares issued and outstanding at December 31, 2022 | 543,046 | 340,425 |
Additional paid-in capital | 635,860,437 | 590,962,866 |
Accumulated other comprehensive loss | (5,455,145) | (5,242,810) |
Accumulated deficit | (609,011,533) | (207,496,328) |
Total stockholders' equity | 21,936,805 | 378,564,153 |
Total liabilities and stockholders' equity | $ 55,228,337 | $ 408,917,982 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares | Dec. 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 | 10,000,000 | 10,000,000 |
Common Stock, Shares, Issued | 5,659,438 | 3,622,479 |
Common Stock, Shares, Outstanding | 5,659,438 | 3,622,479 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue: | ||
Total revenue | $ 7,965,646 | $ 10,200,167 |
Cost of sales (exclusive of items shown separately below) | 2,900,290 | 2,426,488 |
Depreciation and amortization expense included in cost of sales | 39,329 | 65,234 |
Stock-based compensation expense included in cost of sales | 334,645 | 544,468 |
Gross profit | 4,691,382 | 7,163,977 |
Operating expenses: | ||
Selling & marketing | 4,346,226 | 5,679,113 |
General & administrative | 25,151,098 | 45,413,948 |
Research & development | 19,206,128 | 16,508,417 |
Depreciation & amortization expenses | 13,483,380 | 9,207,453 |
Stock-based compensation (recovery) expense | (298,528) | 13,619,729 |
Restructuring expense | 3,883,706 | |
Impairment of long-lived assets | 65,580,140 | 0 |
Goodwill impairment | 282,173,053 | |
Total operating expenses | 413,525,203 | 90,428,660 |
Loss from operations | (408,833,821) | (83,264,683) |
Interest expense, net | (378,657) | (174,234) |
Realized gain (loss) on foreign exchange, net | (368,522) | 35,791 |
Unrealized gain (loss) on foreign exchange, net | 1,992,445 | (2,090,238) |
Gain on deconsolidation of wholly-owned subsidiary | 3,990,737 | |
Gain on sale of notes receivable | 6,750,195 | |
Other expenses, net | (737,391) | (3,433,757) |
Total other income (expense), net | 7,258,070 | (1,671,701) |
Loss before income taxes | (401,575,751) | (84,936,384) |
Income tax recovery | 3,344,213 | 5,834,160 |
Net loss | (398,231,538) | (79,102,224) |
Other comprehensive loss, net of tax | ||
Unrealized foreign currency translation loss | (212,335) | (4,945,874) |
Total other comprehensive loss | (212,335) | (4,945,874) |
Comprehensive loss | $ (398,443,873) | $ (84,048,098) |
Basic loss per share | $ (69.67) | $ (24.09) |
Diluted loss per share | $ (69.67) | $ (24.09) |
Weighted average number of shares outstanding - basic | 5,763,446 | 3,283,505 |
Weighted average number of shares outstanding - diluted | 5,763,446 | 3,283,505 |
Product sales [Member] | ||
Revenue: | ||
Total revenue | $ 117,354 | $ 1,211,746 |
Development revenue [Member] | ||
Revenue: | ||
Total revenue | 7,223,141 | 8,650,545 |
Licensing revenue [Member] | ||
Revenue: | ||
Total revenue | $ 625,151 | $ 337,876 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (loss) [Member] | Accumulated Deficit [Member] | ||
Beginning balance at Dec. 31, 2021 | $ 334,708,115 | $ 262,751 | $ 463,136,404 | $ (296,936) | $ (128,394,104) | ||
Beginning balance, shares at Dec. 31, 2021 | [1] | 2,845,733 | |||||
Net loss | (79,102,224) | (79,102,224) | |||||
Other comprehensive loss | (4,945,874) | (4,945,874) | |||||
Issuance of common stock and warrants | 50,000,000 | $ 37,037 | 49,962,963 | ||||
Issuance of common stock and warrants, Shares | [1] | 370,370 | |||||
Stock issuance costs | (3,680,666) | (3,680,666) | |||||
Exercise of stock options | $ 448,711 | $ 1,688 | 447,023 | ||||
Exercise of stock options, Shares | 16,885 | 16,885 | [1] | ||||
Settlement of restricted stock units | $ (18,027) | $ 659 | (18,686) | ||||
Settlement of restricted stock units, Shares | [1] | 6,585 | |||||
Exercise of warrants | 169,574 | $ 1,624 | 167,950 | ||||
Exercise of warrants, Shares | [1] | 16,237 | |||||
Issuance of stock in connection with acquisitions | 67,122,513 | $ 36,444 | 67,086,069 | ||||
Issuance of stock in connection with acquisitions, Shares | [1] | 364,437 | |||||
Stock-based compensation | 13,862,031 | $ 222 | 13,861,809 | ||||
Stock-based compensation, Shares | [1] | 2,231 | |||||
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 | [1] | 3,622,478 | |||||
Net loss | (398,231,538) | (398,231,538) | |||||
Other comprehensive loss | (212,335) | (212,335) | |||||
Issuance of common stock and warrants | 45,655,464 | $ 197,652 | 45,457,812 | ||||
Issuance of common stock and warrants, Shares | [1] | 1,987,263 | |||||
Stock issuance costs | (5,923,425) | (5,923,425) | |||||
Exercise of stock options | $ 711,495 | $ 2,635 | 708,860 | ||||
Exercise of stock options, Shares | 26,351 | 26,351 | [1] | ||||
Settlement of restricted stock units | $ 1,808 | (1,808) | |||||
Settlement of restricted stock units, Shares | [1] | 18,083 | |||||
Exercise of warrants | $ 91,596 | $ 526 | 91,070 | ||||
Exercise of warrants, Shares | [1] | 5,263 | |||||
Stock-based compensation | 375,662 | 375,662 | |||||
Deemed dividends for down round provision in warrants | 3,283,667 | (3,283,667) | |||||
Fair value adjustment of warrants | 905,733 | 905,733 | |||||
Ending balance at Dec. 31, 2023 | $ 21,936,805 | $ 543,046 | $ 635,860,437 | $ (5,455,145) | $ (609,011,533) | ||
Ending balance, shares at Dec. 31, 2023 | [1] | 5,659,438 | |||||
[1] (1) In accordance with SAB Topic 4.C, all number of shares have been adjusted retroactively to reflect the Reverse Stock Split on January 29, 2024. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (398,231,538) | $ (79,102,224) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash finance expense (income) | 822,159 | (135,524) |
Non-cash interest expense | 385,170 | 403,317 |
Non-cash interest income | (1,001,662) | |
Non- cash lease expense | 2,032,867 | 1,608,992 |
Non-cash goodwill impairment | 282,173,053 | |
Deferred income tax | (3,344,213) | (5,834,160) |
Depreciation and amortization expense | 13,522,756 | 9,272,074 |
Inventory write off | 698,223 | 108,004 |
Credit loss expense | 1,799,977 | 0 |
Impairment of long-lived assets | 65,580,140 | |
Unrealized foreign currency exchange (gain) loss | (1,733,024) | 2,050,029 |
Gain on deconsolidation of wholly-owned subsidiary | (3,990,737) | |
Change in deferred revenue | 239,749 | (129,679) |
Non-cash government assistance | (233,467) | (3,047) |
Gain on sale of property, plant and equipment | (783) | |
Gain on sale of Next Bridge Notes Receivable | (6,750,195) | |
Stock-based compensation and other non-cash personnel expense (recovery) | (186,401) | 13,184,396 |
Non-cash consulting expense | 222,516 | 677,638 |
Changes in operating assets and liabilities | 1,784,980 | (353,090) |
Net cash used in operating activities | (42,218,910) | (62,244,794) |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (8,371,090) | (19,587,511) |
Proceeds from sale of property, plant and equipment | 39,140 | |
Proceeds from short-term investments | 2,811,152 | |
Proceeds from below-market capital government loan | 256,240 | 1,071,862 |
Proceeds from collection of Next Bridge Notes Receivable | 1,000,000 | |
Acquisition of business, net of cash acquired | (3,486,906) | |
Proceeds from sale of Next Bridge Notes Receivable | 6,083,333 | |
Loan advance pursuant to deconsolidation | (319,987) | |
Net cash used in investing activities | (1,031,517) | (19,472,250) |
Cash flows from financing activities | ||
Proceeds from the issuance of common stock and warrants | 45,655,464 | 50,000,000 |
Stock issuance costs paid on the issuance of common stock and warrants | (4,340,783) | (3,680,666) |
Repayments of long-term debt | (522,467) | (552,579) |
Proceeds from stock option and warrants exercises | 803,091 | 618,285 |
Repurchases of common stock for income tax withheld upon settlement of restricted stock units | (18,027) | |
Net cash provided by financing activities | 41,595,305 | 46,367,013 |
Net decrease in cash, cash equivalents and restricted cash | (1,655,122) | (35,350,031) |
Cash, cash equivalents and restricted cash at beginning of the year | 11,811,471 | 47,434,472 |
Effects of exchange rate changes on cash, cash equivalents and restricted cash | 145,747 | (272,970) |
Cash, cash equivalents and restricted cash at end of the year | 10,302,096 | 11,811,471 |
Supplemental cash flow information | ||
Accrued purchases of property, equipment, and patents | 959,093 | 2,270,887 |
Right-of-use assets obtained in exchange for lease liabilities | 1,434,186 | $ 288,499 |
Common stock issuance costs in accrued liabilities or accounts payable | 676,909 | |
Deemed dividends on warrants upon trigger of downround feature | 3,283,667 | |
Non-cash issuance costs as a result of amendment of June 2022 warrants | $ 905,733 |
Corporate Information
Corporate Information | 12 Months Ended |
Dec. 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®”, “META”, “we”, “us”, or “our” ) is an advanced materials and nanotechnology company. 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 we are positioned for growth, by pioneering a new category of intelligent surfaces, which will allow us to become a 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 is being used to develop anti-counterfeiting security features for a Central Bank customer and for currencies and authentication for global brands. We currently have over 462 active patent documents, of which 346 patents have issued. Our principal executive office is located at 60 Highfield Park Drive, Suite 102, Dartmouth, Nova Scotia, Canada. On December 14, 2020 , we (formerly known as Torchlight) and our subsidiaries, Metamaterial Exchangeco Inc. (Canco) and 2798831 Ontario Inc. (Callco), entered into the arrangement agreement with Metamaterial Inc., an Ontario corporation headquartered in Nova Scotia, Canada (MMI), to acquire all of the outstanding common stock of MMI by way of a statutory plan of the Arrangement under the Business Corporations Act (Ontario), on and subject to the terms and conditions of the arrangement agreement (the “Torchlight RTO”). On June 25, 2021, we implemented a reverse stock split. On June 28, 2021, following the satisfaction of the closing conditions set forth in the Arrangement Agreement, the Arrangement was completed, and we changed our name from Torchlight Energy Resources, Inc. to Meta Materials Inc. and changed our trading symbol from “TRCH” to “MMAT”. On June 28, 2021, and pursuant to the completion of the Arrangement, we began trading on the Nasdaq Capital Market under the symbol “MMAT” while MMI common stock was delisted from the Canadian Securities Exchange and at the same time, Metamaterial Exchangeco Inc., a wholly-owned subsidiary of META, started trading under the symbol “MMAX” on the CSE. Certain previous stockholders of MMI elected to convert their common stock of MMI into exchangeable shares in Metamaterial Exchangeco Inc. These exchangeable shares, which can be converted into common stock of META at the option of the holder, are similar in substance to common shares of META and have been included in the determination of outstanding common shares of META. On December 14, 2022, we distributed all of the 1,654,722 outstanding shares of common stock of Next Bridge, incorporated in Nevada on August 31, 2021, as OilCo. Holdings, Inc., as a wholly owned subsidiary of META, (and changed its name to Next Bridge Hydrocarbons, Inc. pursuant to its Amended and Restated Articles of Incorporation filed on June 30, 2022), on a pro rata basis to holders of our Series A Non-Voting Preferred Stock. Immediately after the distribution, Next Bridge became an independent company, and as a result, we have deconsolidated the financial results of Next Bridge from our consolidated financial results from December 14, 2022 onwards. See Note 5 for additional information on this transaction. On January 26, 2024, we filed a Certificate of Change with the Nevada Secretary of State to effect a reverse stock split of our common stock at a rate of 1-for-100 , which became effective as of January 29, 2024. The Reverse Stock Split was approved by the board in accordance with Nevada law. The Reverse Stock Split did not have any impact on the par value of common stock. Staff Accounting Bulletin ("SAB") Topic 4.C, requires the retrospective presentation of the reverse split in the financial statements if a reverse split occurs after the date of the latest reported balance sheet but before the release of the financial statements or the effective date of the registration statement, whichever is later. Accordingly, unless otherwise indicated, all issued and outstanding shares of common stock and all outstanding securities entitling their holders to purchase shares of our common stock or acquire shares of our common stock, including stock options, restricted stock units, and warrants per share data, share prices and exercise prices, as required by the terms of those securities, have been adjusted retroactively to reflect the Reverse Stock Split. The following table provides details on how the Reverse Stock Split affects our outstanding common stock and the calculation of Earnings Per Share: As of December 31, 2023 2022 Post-Reverse Stock Split Pre-Reverse Stock Split Post-Reverse Stock Split Pre-Reverse Stock Split Number of shares issues and outstanding 5,659,438 565,943,792 3,622,479 362,247,867 Weighted average number of shares outstanding 5,763,446 576,344,554 3,283,505 328,350,452 Year ended December 31, 2023 2022 Post-Reverse Stock Split Pre-Reverse Stock Split Post-Reverse Stock Split Pre-Reverse Stock Split Basic and diluted loss per share $ ( 69.67 ) $ ( 0.70 ) $ ( 24.09 ) $ ( 0.24 ) |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern At each reporting period, we evaluate whether there are conditions or events that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. Our evaluation entails analyzing prospective operating budgets and forecasts for expectations of our cash needs and comparing those needs to the current cash and cash equivalent balances. We are required to make certain additional disclosures if we conclude substantial doubt about our ability to continue as a going concern 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 our 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 Consolidated Financial Statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that these Consolidated Financial Statements are issued. In performing its analysis, management excluded certain elements of its operating plan that cannot be considered probable. We have incurred net losse s of $ 398.2 million and $ 79.1 million for the years ended December 31, 2023 and 2022, respectively, and have an accu mulated deficit of $ 609.0 million as of December 31, 2023. As of December 31, 2023, we had a working capital deficit of $ 6.2 million (2022 – positive working capital of $ 2.9 million). In addition, we have incurred negative cash flows from operating activities of $ 42.2 million and $ 62.2 million for the years ended December 31, 2023 and 2022, respectively. Additionally, we are scheduled to hold a Special Meeting of Stockholders on April 15, 2024 to seek stockholder approval for an increase in the number of common stock authorized and available for issuance. If the stockholders do not approve this proposal at the Special Meeting, we will not have a sufficient number of common stock authorized, available and unreserved for issuance, which would prevent us from issuing any additional common stock for equity financing purposes. Our expectation of incurring operating losses and negative operating cash flows in the future, the need for additional funding to support our planned operations, and the risk that we may not receive approval to increase the number of common stock authorized and available for issuance raise substantial doubt regarding our ability to continue as a going concern for a period of one year after the date that these Consolidated Financial Statements are issued. M anagement's plans to alleviate the events and conditions that raise substantial doubt include reduced spending, the pursuit of additional financing, and other measures to increase cash inflows. On June 6, 2023, our board of directors approved the Realignment and Consolidation Plan pursuant to which we have begun, but not yet completed, a process for increased focus on key applications with the greatest near-term revenue potential, and of realignment of our resources and structure for reduced operating expenses. There is no certainty that the Company will be successful in executing against the Realignment and Consolidation Plan, or whether the execution of any of the alternatives therein, individually or collectively, will be sufficient to alleviate the substantial doubt related to the Company continuing to operate as a going concern. See Note 24 for further details regarding the Realignment and Consolidation Plan. Management has concluded the likelihood that our plan to successfully obtain sufficient funding, or adequately reduce expenditures, while possible, is less than probable because these plans are not entirely within our control. If we are unsuccessful in implementing the plan outlined above, we will be required to assess alternative forms of action, such as filing a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code, which may allow us to operate while restructuring the business and debts under court supervision, with the aim of emerging as a financially healthier entity. Accordingly, we have concluded that substantial doubt exists about our ability to continue as a going concern for a period of at least twelve months from the date of issuance of these Consolidated Financial Statements. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. These adjustments may be material. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies Basis of Presentation These Consolidated Financial Statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Our fiscal year-end is December 31. The Consolidated Financial Statements include the accounts of Meta Materials Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated on consolidation. On January 26, 2024, we filed a Certificate of Change with the Nevada Secretary of State to effect a reverse stock split of our common stock at a rate of 1 -for-100 , which became effective as of January 29, 2024. The Reverse Stock Split was approved by the board in accordance with Nevad a law. The Reverse Stock Split did not have any impact on the par value of common stock. Unless otherwise indicated, all issued and outstanding shares of common stock and all outstanding securities entitling their holders to purchase shares of our common stock or acquire shares of our common stock, including stock options, restricted stock units, and warrants per share data, share prices and exercise prices, as required by the terms of those securities, have been adjusted retroactively to reflect the Reverse S tock Split (subject to adjustment for fractional shares). Reclassification – Certain prior year amounts have been reclassified in the accompanying Consolidated Financial Statements to conform to the current period presentation: • Licensing revenue is reported in a separate line under Revenue in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Previously, Licensing revenue was reported as part of Development revenue. Amounts related to Licensing revenue for the year ended December 31, 2022 have been separately presented throughout this Annual Report to reflect this reclassification of Licensing revenue to conform to the current period presentation. There are no changes in total Revenue and Gross profit. • Depreciation and amortization expenses and stock-based compensation expense are reported in a separate line under Cost of sales and operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Previously, those expenses were reported as a same line item under Cost of sales, Sales & marketing, General & administrative and Research & development. Amounts related to depreciation and amortization expenses and stock-based compensation expense for the year ended December 31, 2022 have been separately presented throughout this Annual Report to reflect this reclassification of depreciation and amortization expenses and stock-based compensation expense to conform to the current period presentation. There are no changes in total Cost of sales, Gross profit and Operating expenses. • Realized gain (loss) on foreign exchange, net and Unrealized gain (loss) on foreign exchange, net are reported in a separate line under Other income (expense), net in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Previously, those expenses were reported as a single line, Gain (loss) on foreign exchange, net, under Other income (expense), net in the Consolidated Statements of Operations and Comprehensive Loss. Amounts related to depreciation and amortization expenses and stock-based compensation expense for the year ended December 31, 2022 have been separately presented throughout this Annual Report to reflect this reclassification of Realized gain (loss) on foreign exchange, net and Unrealized gain (loss) on foreign exchange to conform to the current period presentation. There are no changes in total Other income (expense), net. • Trade payables and Accruals and other payables are reported in a separate line in the accompanying Consolidated Balance Sheets. Previously, those items were reported as a single line, Trade and other payables, in the Consolidated Balance Sheets. Amounts related to Trade payables and Accruals and other payables as of the year ended December 31, 2022 have been separately presented to reflect this reclassification of Trade payables and Accruals and other payables to conform to the current period presentation. There are no changes in Total assets. Functional currency – Items included in the Consolidated Financial Statements of each of META and its subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). Reporting currency – The reporting currency of META is in US Dollars. The Consolidated Financial Statements, and the financial information contained herein, are reported in US dollars, except share amounts or as otherwise stated, as we believe this results in more relevant and reliable information for its financial statement users. • transactions and balances – Foreign currency transactions are recorded into the functional currency using the exchange rates prevailing at the dates of the associated transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the measurement at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of operations. • translation – The results and financial position of all subsidiaries that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • Company’s assets and liabilities are translated at the closing rate at the date of the balance sheet; • Company’s income and expenses are translated at average exchange rates; • Company’s resulting exchange differences are recognized in other comprehensive income, a separate component of equity. Use of estimates – The preparation of these Consolidated Financial Statements in conformity with US GAAP requires management to make estimates and certain assumptions that affect the amounts reported in these Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates. Significant items subject to such estimates and assumptions include the valuation of goodwill, long-term assets, the valuation of net assets acquired via business combinations, and the preparation of the Consolidated Financial Statements on a going concern basis. Cash and cash equivalents – We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Inventory – Inventory is measured at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method (FIFO) for all inventory. Inventory consumed during research and development activities is recorded as a research and development expense. Notes receivable Notes receivable consisted of an amount due from Next Bridge, which was previously a wholly-owned subsidiary of META, until the completion of the spin-off transaction on December 14, 2022. The note was partially secured by a combination of META’s common shares and an interest in the Orogrande Project Property. The notes receivable has been recognized at its fair value as part of the deconsolidation of Next Bridge from our consolidated financial results. At subsequent reporting periods, the note had been measured net of any credit losses in accordance with ASC 326 Financial Instruments – Credit Losses . It was derecognized upon sale during 2023. See Note 5 for further details. Long-lived assets – Long-lived assets, such as property, plant and equipment, and intangible assets subject to amortization, are reviewed for impairment in accordance with ASC 360 Property, Plant, and Equipment, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. For the purpose of assessing impairment, long-lived assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of the cash flows from other long-lived assets or groups of long-lived assets (asset groups). If circumstances require a long-lived asset or asset group to be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. During the fiscal year 2023, we recognized an impa irment loss of $ 65.6 million as a result of our Realignment and Consolidation Plan. See Note 16, Fair Value Measurements , and Note 24, Realignment and Consolidation Plan , for further information. Goodwill – Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The carrying amount of goodwill is periodically reviewed for impairment (at a minimum annually) and whenever events or changes in circumstances indicate that the carrying value of this asset may not be recoverable. We first perform a qualitative assessment to test the reporting unit’s goodwill for impairment. Based on the qualitative assessment, if it is determined that the fair value of our reporting unit is more likely than not (i.e., a likelihood of more than 50 percent) to be less than its carrying amount, the quantitative assessment of the impairment test is performed. In the quantitative assessment, we compare the fair value of our reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired and we are not required to perform further testing. If the carrying value of the net assets of the reporting unit exceeds its fair value, then an impairment loss equal to the difference, but not exceeding the total carrying value of goodwill allocated to the reporting unit, would be recorded. During the fiscal year 2023, we recognized a goodwill impairment loss totaling $ 282.2 million , representing the entirety of the goodwill. See Note 9 for further details. Acquired intangibles – In accordance with ASC 805 Business Combinations , we allocate the purchase price of acquired companies to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values. Such valuations may require management to make significant estimates and assumptions, especially with respect to intangible assets. Acquired intangible assets consist of acquired technology and customer relationships. In valuing acquired intangible assets, we make assumptions and estimates based in part on projected financial information, which makes assumptions and estimates inherently uncertain, particularly for early-stage technology companies. The significant estimates and assumptions used by us in the determination of the fair value of acquired intangible technology assets include the revenue growth rate and the discount rate. The significant estimates and assumptions used by us in the determination of the fair value of acquired customer contract intangible assets include the revenue growth rate and the discount rate. As a result of the judgments that need to be made, we obtain the assistance of independent valuation firms. We complete these assessments as soon as practical after the closing dates. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Business combinations – We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill to reporting units based on the expected benefit from the business combination. Allocation of purchase consideration to identifiable assets and liabilities affects the amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. Leases – We are a lessee in several non-cancellable operating leases for buildings. We account for leases in accordance with ASC 842 Leases . We determine if an arrangement is or contains a lease at contract inception. We recognize a ROU asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective-interest rate method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. We assess ROU assets for impairment in accordance with ASC 360 Property, Plant, and Equipment . An ROU asset is considered for impairment testing whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Indicators of impairment include, but are not limited to, a significant decrease in the market value of the asset, a significant change in the extent or manner in which the asset is being used, and significant adverse changes in legal factors or in the business climate that could affect the value of the asset. See Long-lived assets paragraph above for further details. We do not record leases on our Consolidated Balance Sheets with a term of one year or less. We elected a package of transition practical expedients, which included not reassessing whether any expired or existing contracts are or contain leases, not reassessing the lease classification of expired or existing leases, and not reassessing initial direct costs for existing leases. We also elected a practical expedient to not separate lease and non-lease components. Government grants and assistance – Government grants are recognized at their fair value in the period when there is reasonable assurance that the conditions attaching to the grant will be met and that the grant will be received. Grants are recognized as income over the periods necessary to match them with the related costs that they are intended to compensate. When the grant relates to an asset, it is recognized as income over the useful life of the depreciable asset by way of government assistance. We also receive interest-free repayable loans from the Atlantic Canada Opportunities Agency (“ACOA”) and the Economic Development Agency of Canada for the Regions of Quebec ("EDC"), government agencies. The benefit of the loan at a below-market rate of interest is treated as a government grant, measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates. The fair value of the components, being the loan and the government grant, must be calculated initially in order to allocate the proceeds to the components. The valuation is complex, as there is no active trading market for these items and is based on unobservable inputs. Revenue recognition – Our revenue is generated from product sales, development revenue and licensing revenue. We recognize revenue when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers in an amount that reflects the consideration we expect to receive from its customers in exchange for those products or services. Revenue from the sale of prototypes and finished products is recognized at the point in time when control of the asset is transferred to the customer, generally on delivery of goods. We consider whether there are other obligations in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated. In determining the transaction price for the sale of prototypes, we consider the effects of variable consideration, the existence of significant financial components, non-cash consideration and consideration payable to the customer (if any). Revenue from development activities is recognized over time, using an output method to measure progress towards complete satisfaction of the research activities and associated performance obligations identified within each contract have been satisfied. Our licensing revenue is currently derived from per-unit royalty agreements. We record per unit royalty revenue in the same period in which the licensee’s underlying production occurs based on the usage or production reports obtained from the licensees. When such reports are not available during a given quarter within the time frame that allows us to adequately review the reports and include the actual amounts in its quarterly results for such quarter, we accrue the related revenue based on estimates of the licensees’ underlying production or usage. We develop such estimates based on a combination of available data including, but not limited to, customer forecasts, a lookback at historical royalty reporting for each of its customers, and industry information available for the licensed products. Deferred revenue – Consist of fees invoiced or paid by our customers for which the associated performance obligations have not been satisfied and revenue has not been recognized based on our revenue recognition criteria described above. Deferred revenue is reported in a net position on an individual contract basis at the end of each reporting period and is classified as current in the consolidated balance sheet when the revenue recognition associated with the related customer payments and invoicing is expected to occur within one year of the balance sheet date and as long-term when the revenue recognition associated with the related customer payments and invoicing is expected to occur more than one year from the balance sheet date. Fair value measurements – We use valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We determine fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. Research and development – Research and development activities are expensed as incurred. Basic and diluted earnings (loss) per share – Basic earnings (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share gives effect to all dilutive potential common stock outstanding during the period including stock options, deferred stock units (“DSUs”), Restricted Share Units ("RSUs"), and warrants which are calculated using the treasury stock method, and convertible debt instruments using the if-converted method. Diluted earnings (loss) per common share excludes all dilutive potential shares if their effect is anti-dilutive. Stock-based compensation – We recognize compensation expense for equity awards based on the grant date fair value of the award. We recognize stock-based compensation expense for awards granted to employees that have a graded vesting schedule based on a service condition only on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards (the “graded-vesting attribution method”), based on the estimated grant date fair value for each separately vesting tranche. For stock-based awards granted to consultants and non-employees, compensation expense is recognized using the graded-vesting attribution method over the period during which services are rendered by such consultants and non-employees until completed. The measurement date for each tranche of employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees’ requisite service period, which is the vesting period. We estimate the grant date fair value of options and warrants using the Black-Scholes option pricing model and estimate the number of forfeitures expected to occur. See Note 12 for our assumptions used in connection with option grants made during the periods covered by these Consolidated Financial Statements . Warrants – We account for the issuance of common stock purchase warrants issued in connection with the equity offerings in accordance with the provisions of ASC 815, Derivatives and Hedging . We classify as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives us a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). We classify as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside our control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The warrants issued on April 18, 2023 contain certain anti-dilution adjustments if we issue shares of its common stock at a lower price per share than the applicable exercise price of the underlying warrant. If any such dilutive issuance occurs prior to the exercise of such warrant, the exercise price is adjusted downward to a price equal to the common stock issuance. The difference in fair value of the effect of the down round feature is reflected in our Consolidated Financial Statements as a deemed dividend and as a reduction to income available to common stockholders in the basic earnings per share calculation. Income taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that the related tax benefits will not be realized. Authoritative guidance for uncertainty in income taxes requires that we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an examination. Management has reviewed our tax positions and determined there were no uncertain tax positions requiring recognition in the Consolidated Financial Statements. Company tax returns remain subject to Federal, Provincial and State tax examinations. Generally, the applicable statutes of limitation are three to four years from their respective filings . Recently Adopted Accounting Pronouncements ASU 2021-08 In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. We adopted the guidance on January 1, 2023 , and its adoption did no t have a material effect on our Consolidated Financial Statements and related disclosures. Accounting Pronouncements Not Yet Adopted ASU 2023-07 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. ASU 2023-09 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We do not anticipate the adoption of this standard will have a material effect on our Consolidated Financial Statements and related disclosures. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions Plasma App Acquisition On April 1, 2022 , we completed the purchase of 100 % of the issued and outstanding shares of PAL. PAL is the developer of PLASMAfusion ® , a proprietary manufacturing platform technology, which enables high speed coating of any solid material on any type of substrate. PAL’s team is located at the Rutherford Appleton Laboratories in Oxford, UK. At closing, we issued to PAL's stockholders an aggregate of 96,774 shares of our common stock, representing a number of shares of common stock equal to $ 18,000,000 divided by $ 186.00 (the volume weighted average price for the ten trading days ending on March 31, 2022) with an additional deferral of common stock equal to $ 2,000,000 divided by $ 186.00 , which was issued on October 1, 2023 ( 10,753 shares of our common stock). The acquisition was accounted for as a business combination in accordance with ASC 805. The following table presents the final allocation of consideration paid for the PAL acquisition and fair value of the assets and liabilities acquired: Amount Fair value of common stock issued (1) $ 15,290,320 Fair value of deferred consideration (2) 1,698,926 $ 16,989,246 Net assets of PAL: Cash and cash equivalents $ 13,822 Other assets 36,104 Intangibles 12,600,000 Deferred tax liability ( 3,150,000 ) Goodwill 7,489,320 $ 16,989,246 (1) The fair value of the common stock issued or to be issued was determined by multiplying 96,774 shares, calculated as per the purchase agreement, by the closing share price on April 1, 2022 of $ 160.00 . We recognized $ 9,677 in common stock and $ 152,806 in additional paid in capital in the Consolidated Statements of Changes in Stockholders' Equity. (2) The fair value of the deferred consideration on acquisition date was determined by multiplying 10,753 shares, calculated as per the purchase agreement, by the closing share price on April 1, 2022 of $ 160.00 . We recognized the full amount in additional paid in capital in the Consolidated Statements of Changes in Stockholders' Equity. Acquired intangible assets totaling $ 12.6 million relate to a developed technology intangible asset. The significant estimates and assumptions used 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. During the year ended December 31, 2023, we wrote off the entire amount of goodwill. See Note 9, Intangible Assets and Goodwill . Additionally, in line with our continuous evaluation of asset utility and alignment with strategic investment priorities as outlined in our Realignment and Consolidation Plan, we have recorded a non-cash impairment loss of $ 10.0 million relating to the assets acquired as part of the PAL Acquisition. See Note 24, Realignment and Consolidation Plan, for further detail. We have finalized the purchase price allocation to the individual assets acquired and liabilities assumed using the acquisition method. There were no further changes to the purchase price allocation, as disclosed in the audited Consolidated Financial Statements and notes for the year ended December 31, 2022. Unaudited pro forma results of operations for the year ended December 31, 2022 are included below as if the Plasma acquisition occurred on January 1, 2022. This summary of the unaudited pro forma results of operations is not necessarily indicative of what our results of operations would have been had PAL been acquired at the beginning of 2022, nor does it purport to represent results of operations for any future periods. Year ended December 31, 2022 META PAL Total Revenue $ 10,200,167 $ — $ 10,200,167 Loss from operations ( 81,818,759 ) ( 567,475 ) ( 82,386,234 ) Net loss ( 78,147,504 ) ( 76,271 ) ( 78,223,775 ) Add back: acquisition cost 264,883 16,663 281,546 Deduct: additional depreciation and amortization — ( 1,178,859 ) ( 1,178,859 ) Adjusted net loss $ ( 77,882,621 ) $ ( 1,238,467 ) $ ( 79,121,088 ) Acquisition cost includes legal, accounting, and other professional fees related to the Plasma acquisition. Optodot Acquisition On June 22, 2022 , we completed an asset purchase agreement with Optodot, a developer of advanced materials technologies, to acquire certain assets related to patents and intellectual property for the battery and other industries. Consideration transferred consisted of the following: • Cash payment of $ 3.5 million • Unrestricted common stock equal to $ 37.5 million divided by the daily volume weighted average trading price per share of our common stock on the Nasdaq Capital Market for the consecutive period of twenty trading days ending on June 21, 2022. • Restricted common stock equal to $ 7.5 million divided by the daily volume weighted average trading price per share of our Common Stock on the Nasdaq Capital Market for the consecutive period of twenty trading days ending on June 21, 2022. The restricted stock is subject to certain vesting milestones as set forth in the Purchase Agreement and outlined below. The acquisition was accounted for as a business combination in accordance with ASC 805. The transaction was structured as a tax-free re-organization pursuant to Internal Revenue Code Section 368(a)(1)(c). Accordingly, the tax basis of net assets acquired retain their carryover tax basis and holding period. The following table presents t he final 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 (1) $ 41,791,115 Fair value of restricted common stock issued (2) 8,342,152 Cash consideration 3,500,000 Total consideration $ 53,633,267 Net assets of Optodot: Intangibles 23,300,000 Deferred tax liability ( 4,893,000 ) Goodwill 35,226,267 $ 53,633,267 (1) The fair value of the unrestricted common stock issued or to be issued was determined by multiplying 223,482 shares, calculated as per the purchase agreement, by the closing share price on June 22, 2022 of $ 187.00 . We have issued 223,052 shares on the closing date of June 22, 2022 and 430 shares are yet to be issued. As of December 31, 2023 , we recognized $ 22,305 in common stock and $ 41,768,810 in additional paid in capital in the Consolidated Statements of Changes in Stockholders' Equity. (2) The fair value of the restricted common stock issued was determined by multiplying 44,610 shares, calculated as per the purchase agreement, by the closing share price on June 22, 2022 of $ 187.00 . The restricted common stock is subject to vesting as follows: a) Two thirds or 29,740 shares shall be subject to the limitations on transfer until the earlier of (A) META's achievement of at least $ 5,000,000 in revenue, from any third-party source, to the extent resulting from the sale or license of Optodot IP during the year ended June 22, 2023 and (B) June 22, 2023; b) One third or 14,870 shares shall be subject to the limitations on transfer until the earlier of (A) META's achievement of at least $ 10,000,000 in revenue, from any third-party source, to the extent resulting from the sale or license of Optodot IP during the year ended June 22, 2024 and (B) June 22, 2024; We applied the requirements of ASU 2022-03 in measuring the share consideration transferred. Deferred consideration Based on the terms of the agreement outlined above and our consideration of ASC 805, we had classified the deferred consideration in the Consolidated Statement of Changes in Stockholders’ Equity since the restricted shares have been already issued and the restriction will be removed at the end of the period specified. Acquired intangible assets totaling $ 23.3 million relate to a developed technology intangible asset. The significant estimates and assumptions used 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. During the fiscal year ended December 31, 2023, we wrote off the entire amount of goodwill. See Note 9, Intangible Assets and Goodwill. Additionally, in line with our continuous evaluation of asset utility and alignment with strategic investment priorities as outlined in our Realignment and Consolidation Plan, we have recorded a non-cash impairment loss of $ 20.9 million relating to the long-lived assets acquired as part of the Optodot Acquisition. See Note 24, Realignment and Consolidation Plan, for further detail. We have finalized the purchase price allocation to the individual assets acquired and liabilities assumed using the acquisition method. There were no further changes to the purchase price allocation, as disclosed in the audited Consolidated Financial Statements and notes for the year ended December 31, 2022. Unaudited pro forma results of operations for the year ended 2022 are included below as if the Optodot acquisition occurred on January 1, 2022. This summary of the unaudited pro forma results of operations is not necessarily indicative of what our results of operations would have been had Optodot been acquired at the beginning of 2022, nor does it purport to represent results of operations for any future periods. Year ended December 31, 2022 META Optodot Total Revenue $ 10,120,865 $ 121,174 $ 10,242,039 Loss from operations ( 80,158,252 ) ( 2,816,441 ) ( 82,974,693 ) Net loss ( 76,075,095 ) ( 2,731,989 ) ( 78,807,084 ) Add back: acquisition cost 700,404 97,712 798,116 Deduct: additional depreciation and amortization — ( 2,330,000 ) ( 2,330,000 ) Adjusted net loss $ ( 75,374,691 ) $ ( 4,964,277 ) $ ( 80,338,968 ) Acquisition cost includes legal, accounting, and other professional fees related to the Optodot acquisition. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Notes Receivable | 5. Notes Receivable During 2021 and 2022, META loaned money to Next Bridge Hydrocarbons Inc., which was previously a wholly-owned subsidiary of META until the completion of the spin-off transaction on December 14, 2022, pursuant to a secured promissory note with principal amount of $ 15.0 million, or the 2021 Note, and unsecured note receivable for principal amount of $ 5.0 million, or the 2022 Note. The 2021 Note was partially secured by a combination of shares of META’s common stock and an interest in the Orogrande Project Property. As of December 14, 2022, the principal including accrued interest of those notes receivable amounted to $ 24.2 million. We assessed the fair value of the notes receivable on the deconsolidation date in accordance with ASC 820, Fair Value Measurement, and recorded a note receivable for $ 2.2 million, representing fair value of the Next Bridge Notes Receivable as of December 31, 2022, and recognized an impairment loss of $ 21.9 million subsequent to the deconsolidation of Next Bridge from our consolidated financial results. 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 Next Bridge Notes Receivable 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 b y $ 2.6 million to reflect the costs incurred in effecting the deconsolidation of Next Bridge. On August 7, 2023, we entered into a Loan Sale Agreement with Gregory McCabe ("Purchaser"), under which we sold and assigned to Purchaser all of our rights, title, interests, and obligations in and to the aforementioned loans owed by Next Bridge (“Assigned Loan Interests”) in exchange for cash consideration of $ 6.0 milli on and subsequently entered into a Stock Purchase Agreement (SPA) for $ 6.0 million of shares of our common stock. Assigned Loan Interests represented $ 24.0 million of the outstanding balance of the Next Bridge Notes Receivable as of the closing date of August 7, 2023. Pursuant to the SPA, Mr. McCabe agreed to purchase an aggregate of $ 6.0 million of shares of our common stock beginning on September 1, 2023, in monthly amounts of $ 250,000 for the first six months and in monthly amounts of $ 500,000 for the next nine months thereafter, at a price per share equal to 120 % of the 5-day VWAP on the trading day preceding the date of each such purchase. 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. As of August 7, 2023, the carrying value of the Next Bridge Notes Receivable was $ 0.4 million, net of a credit loss allowance of $ 1.8 million. In addition, we recognized $ 6.8 million gain from the sale of Next Bridge Notes Receivable during the year ended December 31, 2023. We concluded the premium Mr. McCabe pays for future stock purchases is deemed to be part of the consideration paid by Mr. McCabe in exchange for Next Bridge Notes Receivable. A financial asset has been recorded for $ 0.9 million in accounts and other receivables and long-term subscription receivables , representing the fair value of the premium we will receive on the share purchases made by Mr. McCabe pursuant to the SPA. On January 21, 2024, we entered into the Release Agreement with Mr. McCabe, pursuant to which we and Mr. McCabe agreed to terminate the SPA. See Note 28, Subsequent Event , for further information. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | . Inventory Inventory consisted of photosensitive materials, lenses, laser protection film and finished eyewear, and was comprised of the following: As of December 31, 2023 2022 Raw materials $ 558,837 $ 490,077 Supplies 10,747 11,345 Work in process 45,912 51,589 Finished goods 43,922 42,058 Inventory provision ( 490,671 ) ( 127,042 ) Total inventory $ 168,747 $ 468,027 During the year ended December 31, 2023, we recognized $ 0.3 million (2022 - $ 0.8 million) of inventory in cost of sales in the Consolidated Statements of Operations and Comprehensive Loss. During the year ended December 31, 2023 and 2022, we recorded write-downs related to inventory in costs of goods sold of $ 0.7 million and $ 0.1 million, respectively, related to inventory deemed to be obsolete. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 7. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: As of December 31, 2023 2022 Prepaid expenses $ 1,476,981 $ 2,835,660 Receivable for insurance proceeds (Note 27) 3,100,000 — Other current assets 332,794 365,583 Taxes receivable 161,588 4,000,856 Total prepaid expenses and other current assets $ 5,071,363 $ 7,202,099 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | 8. Property, Plant and Equipment, net Property, plant and equipment, net consisted of the following: As of December 31, Useful life (years) 2023 2022 Land N/A $ 449,872 $ 439,309 Building 25 5,184,826 5,063,091 Computer equipment 3 - 5 1,583,617 775,736 Computer software 1 815,777 606,729 Manufacturing equipment 2 - 5 23,979,024 22,701,761 Office furniture 5 - 7 914,265 660,549 Leasehold improvements 5 - 10 22,794,726 2,172,134 Enterprise Resource Planning software 5 202,400 197,648 Assets under construction N/A 6,377,090 20,337,338 62,301,597 52,954,295 Accumulated depreciation and impairment ( 43,699,983 ) ( 10,279,596 ) $ 18,601,614 $ 42,674,699 During the fourth quarter ended December 31, 2023, we identified indicators of impairment in certain asset groups. This identification was based on our ongoing evaluation of asset utility and alignment with strategic investment priorities, as well as our assessment of the future cash flow generation from these asset groups. The evaluation concluded that the carrying amounts of these asset groups exceeded their fair values, leading to an impairment loss of $ 65.6 million, which included a $ 26.5 million impairment loss of Property, plant and equipment, net, reported under impairment of long-lived assets in our Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2023. See Note 16, Fair Value Measurement , and Note 24, Realignment and Consolidation Plan , for further information. Impairment loss was $ 0.1 million for the year ended December 31, 2022 . |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | . Intangible Assets and Goodwill Intangibles Intangibles consisted of the following: As of December 31, Useful life (years) 2023 2022 Patents 5 - 10 $ 43,025,376 $ 42,111,143 Trademarks 126,839 124,845 Developed technology 20 14,312,717 13,976,668 Customer contract 5 9,829,123 9,598,348 67,294,055 65,811,004 Accumulated amortization and impairment ( 49,263,754 ) ( 9,497,687 ) $ 18,030,301 $ 56,313,317 During the year ended December 31, 2022, we recognized p atent additions of $ 12.6 million in acquired patents as part of the PAL acquisition and $ 23.3 million in acquired patents as part of the Optodot acquisition. See Note 4, Acquisitions , for details. During the year ended December 31, 2023, we recognized $ 32.2 million impairment of patent-related intangible assets which mainly consisted of the patents and trademarks acquired as part of the PAL acquisition and the Optodot acquisition. See Note 24, Realignment and Consolidation Plan , for further information. The fair value of impaired asset groups was determined based on the "Discounted Cash Flow Method, which is classified within Level 3 of the fair value hierarchy. See Note 16, Fair Value Measurements, for further details. Amortization expense was $ 7.0 million and $ 5.7 million for the years ended December 31, 2023 and 2022, respectively. Developed technology and customer contract represent the acquired intangibles as part of the Nanotech acquisition in late 2021. Goodwill Goodwill consisted of the following: Goodwill at December 31, 2021 $ 240,376,634 Additions from business combination 42,343,552 Purchase price Allocation adjustments 1,446,639 Effect of foreign exchange on goodwill ( 2,418,359 ) Goodwill at December 31, 2022 $ 281,748,466 Effect of foreign exchange on goodwill 424,587 Impairment ( 282,173,053 ) Goodwill at December 31, 2023 $ — Goodwill is tested for impairment annually as of December 31 or more frequently on a reporting unit basis when events or changes in circumstances indicate that impairment may have occurred. As defined in the authoritative guidance, a reporting unit is an operating segment, or one level below an operating segment. Historically, we conducted our business in a single operating segment and reporting unit. As a result of the continued and sustained decline in the price of our common shares in the three months ended December 31, 2023, we determined there to be an indicator of impairment for our one reporting unit to which goodwill is assigned. As a result, we performed a quantitative interim goodwill impairment assessment as of June 30, 2023. We concluded that the carrying value of the reporting unit was higher than its estimated fair value, and we recognized a goodwill impairment loss totaling $ 282.2 million, which represented the entirety of the goodwill. The estimated fair value of the reporting unit was determined using the market valuation method, which is consistent with the methodology we used in the annual impairment test conducted at December 31, 2022. The most significant assumption used in applying this method was our share price. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-term Debt | 10. Long-term Debt As of December 31, 2023 2022 ACOA Business Development Program (“BDP”) 2012 interest-free loan with a maximum contribution of CA$ 500,000 , repayable in monthly repayments commencing October 1, 2015 , of CA$ 5,952 until June 1, 2023 . Loan repayments were temporarily paused effective April 1, 2020, until January 1, 2021, as a result of the COVID-19 outbreak. As of December 31, 2023, the amount of principle drawn down on the loan, net of repayments is nil (2022 - CA$ 35,714.29 ). $ — $ 25,880 ACOA Atlantic Innovation Fund ("AIF") 2015 interest-free loan (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 December 31, 2023, the amount of principal drawn down on the loan, net of repayments, is CA$ 2,481,823 (December 31, 2022 - CA$ 2,661,293 ). 1,486,966 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 December 31, 2023, the amount of principal drawn down on the loan, net of repayments, is CA$ 2,031,250 (December 31, 2022 - CA$ 2,406,250 ). 1,047,122 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 December 31, 2023, the amount of principal drawn down on the loan, net of repayments, is CA$ 56,944 (December 31, 2022 - CA$ 73,611 ). 29,936 34,750 ACOA Regional Relief and Recovery Fund ("RRRF") 2020 interest-free loan with a maximum contribution of CA$ 390,000 , repayable on monthly repayments commencing April 1, 2023 , of CA$ 11,000 until April 1, 2026 . As of December 31, 2023, the principal amount drawn down on the loan is CA$ 291,000 (December 31, 2022 - CA$ 390,000 ). 151,070 159,642 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 December 31, 2023, the principal amount drawn down on the loan is CA$ 1,800,000 (December 31, 2022 - CA$ 1,454,167 ). 1,009,523 747,634 3,724,617 3,553,955 Less: current portion 801,628 483,226 $ 2,922,989 $ 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 CA$ 542,047 of deferred government assistance as of December 31, 2023, which is being amortized over the useful life of the associated building and equipment. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | 11. Capital Stock Common Stock Authorized: 10,000,000 common shares, $ 0.001 par value. During the year ended December 31, 2023 , 5,263 warrants were exercised to purchase an equal number of common shares. During the year ended December 31, 2023 , 26,351 stock options were exercised to purchase an equal number of common shares. In addition, 18,083 restricted stock units ("RSUs") have vested and settled into an equal number of common shares. During the year ended December 31, 2023, we issued 18,517 shares under the SPA with Mr. McCabe (Note 5). Subsequent to year-end, the shares were cancelled as part of a Release Agreement entered into with Mr. McCabe (Note 28). During the year ended December 31, 2023 , we issued 10,753 shares of deferred common stock as consideration in relation to the PAL acquisition (Note 4). During the year ended December 31, 2022, 19,886 warrants were exercised to purchase 16,237 common shares where most warrant holders elected cashless exercise and consequently, the difference of 3,649 shares was withheld to cover the exercise cost. During the year ended December 31, 2022, 16,885 stock options were exercised to purchase an equal number of common shares. In addition, 6,739 restricted stock units ("RSUs") have vested and settled into 6,585 common shares. The difference of 154 RSUs was withheld to cover the tax obligation from certain employees. During the year ended December 31, 2022, we issued 96,774 shares of common stock as consideration in relation to the PAL acquisition and 267,663 shares as consideration in relation to the Optodot acquisition (Note 4). During the year ended December 31, 2022, we issued 2,231 common shares at $ 187.00 as a compensation to a service provider in relation to the Optodot acquisition. On November 9, 2022, we filed a registration statement (File No. 333-268282) on form S-3 allowing us to issue securities with aggregate offering price not to exceed $ 250 million. This registration statement was declared effective by the SEC on November 18, 2022. On January 29, 2024, we effected a reverse split of our common stock at a ratio of 1-for- 100 . The Reverse Stock Split did not have any impact on the par value of common stock. In accordance with SAB Topic 4.C, which requires the retrospective presentation of the reverse split in the financial statements if a reverse split occurs after the date of the latest reported balance sheet but before the release of the financial statements or the effective date of the registration statement, whichever is later, all issued and outstanding shares of common stock and all outstanding securities entitling their holders to purchase shares of our common stock or acquire shares of our common stock, including stock options, restricted stock units, and warrants per share data, share prices and exercise prices, as required by the terms of those securities, have been adjusted retroactively to reflect the Reverse Stock Split. At-the-Market Equity Offering Program On February 10, 2023, we entered into the ATM Agreement, which was amended on June 20, 2023, with an investment bank to conduct an "at-the-market" equity offering program, or the ATM, pursuant to which we would 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 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 year ended December 31, 2023, we sold a total of 269,665 shares of our common stock under the ATM at a weighted average price of $ 46.00 per share, generating gross proceeds of $ 12.3 million and net proceeds of $ 11.9 million after offering expenses. On September 5, 2023, the Sales Agent terminated their participation as Sales Agent under the Sales Agreement, and accordingly, the Sales Agreement was terminated. LPC Purchase Agreement On September 11, 2023, we entered into the LPC Purchase Agreement with Lincoln Park which allows us to sell up to $ 50.0 million of our common stock to Lincoln Park over 30 months until March 2026. We have the right, but not the obligation, to require Lincoln Park to purchase our common stock, with the number of shares and the timing of these transactions being at our discretion, in accordance with the agreement's terms, provided that the closing sale price per-share of our common stock is above $ 10.00 . The purchase price for shares sold under this agreement is set at 97 % of the lower of: (i) the lowest sale price on the purchase date and (ii) the arithmetic average of the three lowest closing sale prices for our common stock in the ten business days preceding the purchase date. The LPC Purchase Agreement includes an Exchange Cap provision which establishes that the aggregate number of shares sold to Lincoln Park should not exceed 954,975 shares, that is 19.99 % of our outstanding common stock immediately prior to the execution of the Purchase Agreement, unless (i) stockholder approval is obtained to issue shares above the Exchange Cap or (ii) the average price of all applicable sales of our common stock to Lincoln Park under the LPC Purchase Agreement equals or exceeds $ 21.34 (the “Minimum Price”). The LPC Purchase Agreement may be terminated by us at any time, at our sole discretion, without any cost or penalty, by giving one business day notice to Lincoln Park to terminate the LPC Purchase Agreement. For consideration for entering into the LPC Purchase Agreement, and being obligated to fund up to $ 50.0 million, we agreed to pay $ 0.5 million to Lincoln Park as an initial commitment fee for its commitment to purchase shares of common stock under the LPC Purchase Agreement, and we were obligated to pay an additional $ 0.5 million to Lincoln Park as further described in the LPC Purchase Agreement. During the year ended December 31, 2023, we sold a total of 105,000 shares of our common stock under the LPC Purchase Agreement at a weighted average price of $ 18.69 per share, generating proceeds of $ 2.0 million. We recorded $ 1.1 million of issuance costs as a reduction to equity as of December 31, 2023. Registered direct offerings February 2024 Offering On February 21, 2024, we completed a registered direct offering with an institutional investor of (i) 600,000 shares of our common stock, (ii) Pre-funded Warrants to purchase up to 250,000 shares of common stock, and (iii) February 2024 Warrants to purchase up to an aggregate of 850,000 shares of common stock. Each share of common stock and Pre-Funded Warrant was offered and sold together with an accompanying February 2024 Warrant at a combined price of $ 4.04 per share of common stock or $ 4.039 per Pre-Funded Warrant, as applicable. In connection with the February 2024 Offering, we received net proceeds of approximately $ 3.0 million, after deducting placement agent fees and estimated offering expenses payable by us. See Note 28, Subsequent Events , for further information. December 2023 Offering On December 4, 2023, we entered into a securities purchase agreement with certain institutional and accredited investors in a registered direct offering. Under this offering, we issued and sold 750,000 shares of our common stock, each with a par value of $ 0.001 , alongside warrants to purchase up to an additional 750,000 shares of common stock ("December 2023 Warrants"). The shares and accompanying warrants were sold at a combined price of $ 8.00 , with each warrant exercisable at $ 9.50 per share six months post-issuance and expiring five years after the initial exercise date. The offering closed on December 6, 2023, with net proceeds of $ 5.4 million after deducting a fee of 6.5 % for the Placement Agent and other offering expenses. The gross proceeds of $ 6.0 million 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 the Issuance Date of $ 6.25 . The fair value of the warrants was estimated using the Black-Scholes option pricing model. Accordingly, we have allocated $ 3.6 million as the fair value of common stock and $ 2.4 million as the fair value of warrants. We have evaluated the December 2023 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. Furthermore, in connection with the offering, on December 4, 2023, we entered into amendments of the June 2022 Warrant, representing an aggregate of 259,259 shares of common stock. Pursuant to the June 2022 Warrants Amendment (i) the exercise price per share was reduced to $ 9.50 , (ii) the Initial Exercise Date (as defined in the June 2022 Warrants) was amended to be (a) immediately with respect to an aggregate of 230,000 Warrant Shares (as defined in the June 2022 Warrants) underlying the June 2022 Warrants, and (b) six months after the amendment with respect to an aggregate of 29,259 Warrant Shares underlying the June 2022 Warrants, and (iii) the Termination Date (as defined in the June 2022 Warrants) was amended to be (a) the five-year anniversary after the amendment, with respect to an aggregate of 230,000 Warrant Shares underlying the June 2022 Warrants, and (b) the five-year anniversary of the Initial Exercise Date, as amended, with respect to an aggregate of 29,259 Warrant Shares underlying the June 2022 Warrants. Based on ASC 815-40, which provides guidance as to how an issuer should account for a modification of the terms or conditions of a freestanding equity-classified written call option (i.e., warrant) that remains equity-classified after modification, we measured the effect of the June 2022 Warrant Amendment as the excess of the fair value of the amended June 2022 Warrant over the fair value of the June 2022 Warrant immediately before the June 2022 Warrant Amendment and recognized the excess as an equity issuance cost of December 2023 Offering. Accordingly, we recognized non-cash issuance cost of $ 0.9 million. April 2023 Offering On April 14, 2023, we entered into the Underwriting Agreement with the underwriters relating to our public offering of (i) 833,334 shares of our common stock, par value $ 0.001 and (ii) warrants to purchase up to an aggregate of 833,334 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 were immediately separable and were issued separately in the offering. Each warrant is immediately exercisable to purchase one share of common stock at a price of $ 37.50 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 $ 30.00 . After deducting underwriting discounts and commissions and the offering expenses payable by us, the net proceeds were $ 22.1 million. The gross proceeds of $ 25.0 million 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 the Issuance Date of $ 22.00 . The fair value of the warrants was estimated using the Black-Scholes option pricing model. Accordingly, we have allocated $ 15.7 million as the fair value of common stock and $ 9.3 million as the fair value of warrants. The warrants contain a down round provision that requires the exercise price to be adjusted if we sell shares of common stock below the current exercise price. See further information under Warrants section in this Note 11. 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. June 2022 Offering On June 24, 2022, we entered into a securities purchase agreement as amended and restated on June 27, 2022, with certain institutional investors (the "June 2022 SPA"), for the purchase and sale in a registered direct offering of 370,370 shares of our common stock at a purchase price of $ 135.00 per share and warrants to purchase 370,370 shares at an exercise price of $ 175.00 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 $ 115.00 . The fair value of the warrants was estimated using the Black-Scholes option pricing model. Accordingly, we have allocated $ 27.9 million as the fair value of common stock and $ 18.5 million as the fair value of warrants. The warrants became exercisable six months after the date of issuance, expire five and a half years from the date of issuance and have an exercise price of $ 175.00 per share of common stock. We have evaluated the warrants as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity , and ASC 815, Derivatives and Hedging . We have concluded that the warrants are considered indexed to our common shares and as such they have been classified as equity. Warrants The followin g table summarizes the changes in warrants of the Company: Year ended December 31, 2023 2022 Number of Number of warrants Amount warrants Amount Balance, beginning of year 399,209 $ 25,319,193 52,788 $ 6,959,800 Issued 1,583,334 11,683,359 373,370 18,714,297 Exercised ( 5,263 ) ( 62,264 ) ( 19,886 ) ( 253,741 ) Expired ( 3,000 ) ( 1,859,821 ) ( 7,063 ) ( 101,163 ) Change in fair value due to repricing of April 2023 and June 2022 warrants — 4,189,400 — — Balance, end of year 1,974,280 $ 39,269,867 399,209 $ 25,319,193 The 833,334 of April 2023 Warrants contain a down round provision that requires the exercise price to be adjusted if we sell shares of common stock below the current exercise price. When a down round provision is triggered, a financial impact due to the difference between the fair value of the April 2023 warrants post-adjustment and their air value immediately prior to the adjustment is recognized as deemed dividends in our Consolidated Financial Statements during the year ended December 31, 2023. ▪ On June 27, 2023, the stock sales under ATM Program triggered a down round provision for 833,334 warrants issued under the April 2023 Warrants, in which the exercise price of these warrants was adjusted to $ 17.40 per share, resulting in recording a deemed dividend of approximately $ 2.0 million. ▪ On November 7, 2023, the stock sales under LPC Purchase Agreement triggered a down round provision for 828,070 warrants issued under the April 2023 Warrants, in which the exercise price of these warrants was adjusted to $ 9.70 per share, resulting in recording a deemed dividend of approximately $ 1.0 million. ▪ On December 6, 2023, the stock issuance under December 2023 Offerings triggered a down round provision for 828,070 warrants issued under the April 2023 Warrants, in which the exercise price of these warrants was adjusted to $ 7.60 per share, resulting in recording a deemed dividend of approximately $ 0.2 million. The 750,000 of December 2023 Warrants do not include a down round provision. However, pursuant to a Letter Agreement related to the February 2024 Registered Direct Offering, we agreed to adjust the exercise price for 25,000 of these warrants. This adjustment will set the exercise price to the common stock's Minimum Price as of June 6, 2024. For additional details, refer to Note 28, Subsequent Events . In addition, the exercise price of an aggregate of 259,259 of the June 2022 Warrants was reduced to $ 9.50 under June 2022 Warrant Amendment. In accordance with ASC 815-40, the effect of a modification was measured as the excess of the fair value of the modified warrants over the fair value of that warrants immediately before it was modified and recorded as non-cash issuance cost of $ 0.9 million which was recorded as a reduction to Additional paid-in capital of stockholders' equity on the Consolidated Balance Sheet as of December 31, 2023. During the year ended December 31, 2022, we granted 3,000 five-year warrants to purchase common stock to external consultants as stock-based compensation. The warrants have an exercise price of $ 118.00 per share, based on the closing price of our common stock on May 10, 2022. On June 27, 2022, we issued 370,370 warrants which are exercisable six months after the date of issuance, expire five and a half years from the date of issuance and have an exercise price of $ 175.00 per share of common stock as part of the registered direct offering. Of which, 259,259 June 2022 Warrants had been amended as part of the December 2023 Offerings, in which the exercise price per share was reduced to $ 9.50 . Further, June 2022 Warrants representing an aggregate of 74,074 share of common stock are subject to the Letter Agreement entered into in connection with the February 2024 RDO Offering, in which we agreed to reduce the exercise price per share of the amended June 2022 Warrants to be the Minimum Price of the common stock on June 6, 2024. See Note 28, Subsequent Events , for further information. The fair value of warrants and broker warrants that were issued and estimated using the Black-Scholes option pricing model have the following inputs and assumptions: Year ended December 31, 2023 2022 Weighted average grant date fair value $ 12.00 $ 53.00 Weighted average expected volatility 85 % 89 % Weighted average risk-free interest rate 4.11 % 3.18 % Weighted average dividend yield 0.00 % 0.00 % Weighted average term of warrants 4.8 years 5.0 years |
Stock-Based Payments
Stock-Based Payments | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Payments | 12. Stock-based Payments On December 3, 2021, the stockholders of the Company approved the 2021 Equity Incentive Plan to utilize the 35,000 shares reserved and unissued under the Torchlight 2015 Stock Option and Grant Plan and the 64,457 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 349,457 shares. The 2021 Equity Incentive Plan allows the grants of non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance units and performance shares to employees, directors, and consultants. DSU Plan Each unit is convertible at the option of the holder into one common share of the Company. On March 28, 2013, we implemented a Deferred Stock Unit ("DSU") Plan for our directors, employees and officers. Each unit is convertible at the option of the holder into one common share of the Company. Eligible individuals are entitled to receive all DSUs (including dividends and other adjustments) no later than December 1st of the first calendar year commencing after the time of termination of their services. The following table summarizes the change in DSUs of the Company: Number of Weighted Outstanding, December 31, 2021 36,470 $ 21.82 Granted 2,632 $ 171.00 Outstanding, December 31, 2022 39,102 $ 31.86 Granted 11,155 $ 15.55 Outstanding, December 31, 2023 50,257 $ 29.57 For the year ended December 31, 2023, we recorded $ 0.1 million of stock-based compensation ex pense. As of December 31, 2023, there was $ 0.1 million unrecognized compensation cost related to unvested DSUs. RSU Plan Each RSU unit is convertible at the option of the holder into one common share of the Company upon meeting the vesting conditions. Total stock-based compensation expense related to RSUs included in the Consolidated Statements of Operations and Comprehensive Loss was as follows: Year ended December 31, 2023 2022 Cost of sales $ 334,645 $ 544,468 Selling & marketing ( 35,411 ) 376,449 General & administrative ( 236,857 ) 1,631,995 Research & development ( 57,612 ) 2,101,035 $ 4,765 $ 4,653,947 As of December 31, 2023 and 2022, the unrecognized compensation cost related to unvested RSUs was $ 2.1 million and $ 5.7 million, respectively. This cost will be recognized over the next four years . The following table summarizes the change in outstanding RSUs: Number of Weighted Outstanding, December 31, 2021 3,000 $ 642.67 Granted 72,073 $ 145.44 Forfeited ( 3,264 ) $ 159.84 Vested and settled ( 6,739 ) $ 115.11 Outstanding, December 31, 2022 65,070 $ 171.00 Granted 170,925 $ 18.05 Forfeited ( 127,187 ) $ 238.92 Vested and settled ( 18,083 ) $ 43.85 Outstanding, December 31, 2023 90,725 $ 49.16 Vested but not yet settled, December 31, 2023 2,230 $ 7.77 Employee Stock Option Plan Each stock option is convertible at the option of the holder into one common share of the Company. Total stock-based compensation expense included in the Consolidated Statements of Operations and Comprehensive Loss was as follows: Year ended December 31, 2023 2022 Sales & marketing $ 6,022 $ 195,041 General & administrative ( 221,099 ) 5,930,518 Research & development 133,777 2,490,979 $ ( 81,300 ) $ 8,616,538 As of December 31, 2023 and 2022, the unrecognized compensation cost related to unvested stock options was $ 0.9 million and $ 4.1 million, respectively. This cost will be recognized over the next four years . The following table summarizes the change in outstanding stock options of the Company: Average Average exercise exercise price per remaining Aggregate Number of 1 stock contractual intrinsic Outstanding, December 31, 2021 214,046 $ 46.00 7.34 $ 56,924,556 Granted 143,190 $ 140.74 Exercised ( 16,885 ) $ 27.00 Forfeited ( 4,401 ) $ 102.37 Outstanding, December 31, 2022 335,950 $ 80.00 9.31 $ 17,611,251 Granted 62,961 $ 15.58 Exercised ( 26,351 ) $ 27.00 Forfeited ( 183,020 ) $ 84.75 Outstanding, December 31, 2023 189,540 $ 62.23 4.68 $ — Exercisable, December 31, 2023 121,356 $ 69.97 3.67 $ — Below is a summary of the outstanding options as of December 31, 2023 and December 31, 2022: As of December 31, 2023 2022 Range of exercise price Number outstanding Number exercisable Number outstanding Number exercisable $ 12.00 - $ 27.00 124,383 75,457 181,286 155,493 $ 89.00 - $ 100.00 14,918 11,793 29,847 18,224 $ 117.00 - $ 126.00 15,029 8,446 27,827 9,321 $ 131.00 - $ 158.00 24,460 16,286 67,299 30,547 $ 197.00 - 200.00 10,750 9,374 29,691 29,691 189,540 121,356 335,950 243,276 The fair value of options granted was estimated at the grant date using the following weighted-average assumptions: Year ended December 31, 2023 2022 Weighted average grant date fair value $ 14.00 $ 81.00 Weighted average expected volatility 87 % 81 % Weighted average risk-free interest rate 4.16 % 2.56 % Weighted average expected life of the options 5.07 years 4.19 years Where possible, we use the simplified method to estimate the expected term of employee stock options. We do not have adequate historical exercise data to provide a reasonable basis for estimating the expected term for the current share options granted. The simplified method assumes that employees will exercise share options evenly between the period when the share options are vested and ending on the date when the options would expire. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes Losses before income taxes were as follows: Year ended December 31, 2023 2022 United States $ ( 305,558,883 ) $ ( 58,490,568 ) Foreign ( 96,016,868 ) ( 26,445,816 ) Loss before income taxes $ ( 401,575,751 ) $ ( 84,936,384 ) Significant components of the income tax provisions were as follows: Year ended December 31, 2023 2022 Current tax expense: United States $ 1,737 $ 1,256 Foreign — — Current tax expense 1,737 1,256 Deferred tax benefit: United States — ( 4,893,000 ) Foreign ( 3,345,950 ) ( 942,416 ) Deferred tax benefit ( 3,345,950 ) ( 5,835,416 ) Income tax recovery $ ( 3,344,213 ) $ ( 5,834,160 ) We have determined the deferred tax position in accordance with ASC Topic 740, Income Taxes , resulting in recognition of deferred tax liabilities for future reversing of taxable temporary differences primarily for intangible assets. During the year ended December 31, 2022, we recorded a deferred tax liability of $ 4.9 million from the Optodot acquisition, which was recognized as a reduction to our valuation allowance resulting in a net tax benefit of $ 4.9 million for the year ended December 31, 2022. The income tax provision differs from the amount computed by applying the federal income tax rate of 21 % for 2023 (2022 - 21 %) to the loss before income taxes as a result of the following differences: Year ended December 31, 2023 2022 Tax computed at federal statutory rate ( 21 %) $ ( 84,364,447 ) $ ( 17,836,641 ) State income taxes, net of federal benefit ( 1,735,944 ) ( 1,428,381 ) Capital loss ( 910,340 ) ( 7,192,458 ) Goodwill impairment 59,242,764 — Other permanent items 1,697,269 ( 3,750,116 ) Foreign currency and other — 185,860 Research and development credit ( 508,993 ) ( 319,137 ) Foreign rate differential ( 5,405,405 ) ( 1,484,069 ) Provision to return ( 11,394 ) 1,595,074 Deferred true-ups 1,674,700 1,525,095 Change in valuation allowance 26,977,577 22,870,613 Income tax recovery $ ( 3,344,213 ) $ ( 5,834,160 ) Effective tax rate 0.83 % 6.87 % The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows: As of December 31, 2023 2022 Deferred tax assets Non-capital losses $ 39,878,943 $ 30,527,370 Capital loss carryforward 7,564,389 7,228,389 Stock-based compensation 5,346,259 5,718,562 Allowance for doubtful accounts — 4,609,247 Research and development tax credits 5,031,651 2,824,760 Research and development expense capitalization 3,888,782 2,198,314 Reserves and other accruals 1,955,147 1,144,703 Operating lease right-of-use assets 1,607,756 808,717 Property plant and Equipment 7,063,161 — Intangible assets 89,934 72,895 Other assets 173,453 37,426 Total gross deferred tax assets 72,599,475 55,170,383 Less: valuation allowance ( 68,666,432 ) ( 41,688,855 ) 3,933,043 13,481,528 Deferred tax liabilities Intangible assets ( 3,658,773 ) ( 12,355,386 ) Property, plant and equipment — ( 2,791,147 ) Long-term operating lease liabilities ( 134,855 ) ( 1,234,015 ) Long-term debt ( 139,415 ) ( 189,260 ) Funding obligation — ( 112,974 ) Other liabilities — ( 52,731 ) ( 3,933,043 ) ( 16,735,513 ) Net deferred tax liability $ — $ ( 3,253,985 ) At December 31, 2023, we have a net operating loss carryforwards (“NOLs”) of approximately $ 143.9 million (2022: $ 111.4 million) that can be used to offset future taxable income, and such NOLs, as well as timing differences from certain financial instruments, result in a gross deferred tax asset of approximately $ 72.6 million (2022: $ 55.2 million). These NOLs begin to expire in 2028 . In evaluating its valuation allowance, we consider all available positive and negative evidence, including projected future taxable income and recent financial performance. Due to uncertainty with respect to the ultimate realizability of these deferred tax assets, we have recorded a valuation allowance of approximately $ 68.7 million (2022: $ 41.7 million). |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 14. Net Loss Per Share The following table sets forth the calculation of basic and diluted net loss per share during the periods presented: Year ended December 31, 2023 2022 Numerator: Net loss $ ( 398,231,538 ) $ ( 79,102,224 ) Deemed dividends for down round provision in warrants ( 3,283,667 ) — $ ( 401,515,205 ) $ ( 79,102,224 ) Denominator: Weighted-average shares, basic 5,763,446 3,283,505 Weighted-average shares, diluted 5,763,446 3,283,505 Net loss per share Basic $ ( 69.67 ) $ ( 24.09 ) Diluted $ ( 69.67 ) $ ( 24.09 ) The following potentially dilutive shares were not included in the calculation of diluted shares above as the effect would have been anti-dilutive: As of December 31, 2023 2022 Options 189,540 335,950 Warrants 1,974,280 399,209 RSUs 90,725 65,070 DSUs 50,257 39,102 2,304,802 839,331 |
Additional Cash Flow Informatio
Additional Cash Flow Information | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Additional Cash Flow Information | 15. Additional Cash Flow Information The net changes in operating assets and liabilities consisted of the following: As of December 31, 2023 2022 Grants receivable $ ( 3,689 ) $ 172,765 Inventory ( 372,601 ) ( 319,116 ) Accounts and other receivables ( 29,357 ) 287,320 Prepaid expenses and other current assets 2,530,367 ( 4,799,174 ) Trade payables, accruals and other accruals 22,428 5,410,515 Restructuring costs accrual 1,181,781 — Due from related party ( 21,666 ) ( 108,102 ) Operating lease Right-of-use Asset — ( 231 ) Operating lease liabilities ( 1,522,283 ) ( 997,067 ) $ 1,784,980 $ ( 353,090 ) |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Financial Instruments Disclosure [Abstract] | |
Fair Value Measurements | 16. 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 as of December 31, 2022 was classified at Level 3 in the fair value hierarchy. See Note 5 for further details. The fair values of operating lease liabilities, and long-term debt would be classified at Level 3 in the fair value hierarchy, as each instrument is estimated based on unobservable inputs including discounted cash flows using the market rate, which is subject to similar risks and maturities with comparable financial instruments as at the reporting date. Carrying values and fair values of financial instruments that were not carried at fair value are as follows: 2023 2022 Financial liability Carrying value Fair value Carrying value Fair value Funding obligation $ 982,912 $ 982,912 $ 180,705 $ 85,411 Operating lease liabilities $ 7,426,520 $ 9,782,069 $ 4,342,157 $ 5,666,940 Long-term debt $ 3,724,617 $ 3,970,061 $ 3,553,955 $ 2,663,460 Nonrecurring Fair Value Measurements In addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis as required by ASC 820. For the year ended December 31, 2023, the carrying value of certain asset groups was remeasured to fair value on a nonrecurring basis as a result of our impairment assessment. The fair value of each asset group was calculated utilizing an income approach. The income approach uses a discounted cash flow model that requires various observable and non-observable inputs, the most significant of which is estimated income. We also considered measures of fair value using the market approach; however, limited observable market transactions or market information was available. As such, the income approach was used to maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The resulting estimate of fair value for each asset group using the income approach and the above Level 3 estimates was less than the corresponding carrying value for each asset group, which resulted in an aggregate pre-tax impairment charge of $ 65.6 million. See Note 24, Realignment and Consolidation Plan, for further information. There were no other assets measured at fair value on a nonrecurring basis as of, or for the year ended, December 31, 2023 and 2022. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 17. Revenue We have one operating segment based on how management internally evaluates separate financial information, business activities and management responsibility. Revenues were disaggregated as follows: Year ended December 31, 2023 2022 Product sales $ 117,354 $ 1,211,746 Licensing revenue 625,151 337,876 Contract revenue (1) 5,743,233 8,471,243 Other development revenue 1,479,908 179,302 Development revenue 7,223,141 8,650,545 $ 7,965,646 $ 10,200,167 (1) A portion of contract revenue represents previously recorded deferred revenue that was recognized as revenue after satisfaction of performance obligations either through passage of time or after completion of specific performance milestones. Refer to Note 18 for outstanding contracts. Customer Concentration A significant amount of our revenue is derived from contracts with major customers as explained below. We currently derive a significant portion of our revenue from development services with a G10 central bank. These development services incorporate both nano-optic and optical thin film technologies and are focused on developing authentication features for future banknotes. In 2021, we acquired a develop ment contract for up to $ 41.5 million over a period of up to five years . In August 2023 and September 2023, we were awarded $ 2.1 million and $ 6.2 million purchase orders, respectively, under this contract. Including those new purchase orders, we have received a total of $ 22.7 million in purchase orders under the development contract as of December 31, 2023. In addition, during the year ended December 31, 2023, we entered into a joint development agreement, or the JDA, with a global battery maker under which we provide research and development services in exchange for total consideration of $ 1.5 million. The contractual term of the JDA is 12-months ("Performance Period"). Because our research and development work, which is a single performance obligation, will be provided evenly throughout the Performance Period, we recognize revenue from the JDA based on a straight-line basis, as a time-based method, in accordance with ASC 606, Revenue Recognition . During the year ended December 31, 2023, we recogni zed $ 1.1 millio n from the JDA. For the year ended December 31, 2023, revenue from those two customers, each representing more than 10 % of the total revenue, accounted for $ 5.7 million, or 71.0 %, and $ 1.1 million, or 14.1 %, of to tal revenues, respectively. For the year ended December 31, 2022 revenue from the G10 central bank accounted for $ 8.6 million, or 84 %, of total revenue. |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue | 18. Deferred Revenue The company records deferred revenue when cash payments are received or due in advance of its performance obligations offset by the revenue recognized in the period. Re venues of $ 0.2 mil lion and $ 0.1 million were recognized during the years ended December 31, 2023 and December 31, 2022, respectively, which amounts were included in the deferred revenue balances of $ 1.2 million and $ 1.4 million as of December 31, 2022 and December 31, 2021, respectively. Deferred revenue as of December 31, 2023 and 2022 consisted of the following: As of December 31, 2023 2022 Holography-exclusive rights (1) $ 491,344 $ 575,770 Holography-advance against PO (2) 470,588 459,539 Nanoweb -advance payment 110,700 175,000 Deferred revenue (JDA with the global battery maker) (3) 375,000 — Authentication - deferred revenue 25,960 — 1,473,592 1,210,309 Less: current portion ( 1,054,557 ) ( 730,501 ) $ 419,035 $ 479,808 (1) On September 18, 2018, we signed an exclusive distribution agreement with Satair A/S for a term of 10 years . According to this agreement, the Company grants Satair A/S the exclusive right to sell, market, and distribute eyewear and visor products incorporating metamaterial-based laser protection technology that are developed or manufactured by the Company for use in aviation, military, and defense. On September 13, 2018, we received a fee of $ 1.0 million for the exclusive distribution rights granted under this agreement and the payment was recognized as deferred revenue on the consolidated balance sheets. It will be accounted as development revenue over a period of 8 years and no repayment of the $ 1.0 million is required if the contract termination is after the 8th anniversary of the effective date. During the year ended December 31, 2023, we have recognized $ 84,426 (2022: $ 99,629 ) as development revenue related to this agreement. (2) On July 20, 2018, we received a purchase order for MetaVisor (eyewear/eye protection) from Satair A/S for $ 2.0 million. On November 7, 2018, we received a partial advance payment of $ 0.5 million against this purchase order. We have set up a guarantee/standby letter of credit with Royal Bank of Canada ("RBC"). In the event we fail to deliver the product as per the contract or refuse to accept the return of the product as per the buyback clause of the contract or fails to repay the advance payment in accordance with the conditions of the agreement signed with Satair on September 18, 2018, Satair shall draw fro m the letter of credit with RBC. As of December 31, 2023, no amount has been drawn from the letter of credit with RBC. Refer to Note 27 for information regarding the letter of credit. (3) In March 2023, we entered into the JDA with the global battery maker under which we provide research and development services in exchange for total consideration of $ 1.5 million. The consideration is recognized over the 12 months of the performance period. The remaining balance of $ 0.4 million is expected to be recognize in fiscal year 2024. |
Deferred Government Assistance
Deferred Government Assistance | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Government Assistance [Abstract] | |
Deferred Government Assistance | 19. Deferred Government Assistance Deferred Government Assistance As of December 31, 2023 2022 SDTC (1) $ 572,267 $ 799,490 Deferred government assistance (2) 409,835 319,017 982,102 1,118,507 Less: current portion ( 590,954 ) ( 799,490 ) $ 391,148 $ 319,017 (1) On May 15, 2018, we entered into an agreement with the Canada Foundation for Sustainable Development Technology a (“SDTC”) for $ 4.2 million. The contribution provides funding for eligible costs incurred relating to the further development and demonstration of technology related to solar cells in connection with the project entitled “Enabling solar flight a testing ground for lightweight and efficient solar panels”. On March 30, 2021, we have received an additional 5 % contribution from SDTC of $ 0.2 million. During the year ended December 31, 2023, we have recognized $ 0.1 million ( 2022 : $ Nil ) as government assistance in the Consolidated Statements of Operations and Comprehensive Loss. (2) On November 10, 2022, we entered into an agreement with the EDC for $ 1.5 million. The contribution provides funding f or eligible costs incurred relating to improvement of the Thurso facilities and the acquisition of digital production equipment. On December 20, 2022, we have received approximately $ 1.1 million of the total contribution and as of December 31, 2023 we have recognized $ 0.4 million in deferred government assistance. During the year ended December 31, 2023, we have recognized $ Nil (2022 : $ Nil ) as government assistance in the Consolidated Statements of Operations and Comprehensive Loss. Government Assistance Recognized in the Consolidated Statements of Operations and Comprehensive Loss Year ended December 31, 2023 2022 SR&ED $ 434,517 $ — SDTC 85,915 — Payroll subsidies 62,324 77,075 Amortization of deferred government assistance — 3,047 R&D tax credit — 138,410 $ 582,756 $ 218,532 |
Interest Expense, Net
Interest Expense, Net | 12 Months Ended |
Dec. 31, 2023 | |
Banking and Thrift, Interest [Abstract] | |
Interest Expense, net | 20. Interest Expense, net Year ended December 31, 2023 2022 Non-cash interest accretion $ ( 372,000 ) $ ( 403,317 ) Interest & bank charges ( 55,756 ) 133,518 Interest income 49,099 95,565 $ ( 378,657 ) $ ( 174,234 ) |
Other Expenses, Net
Other Expenses, Net | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Other Expenses, Net | 21. Other Expenses, net Year ended December 31, 2023 2022 O&G assets maintenance cost (1) $ — $ ( 3,859,851 ) Credit loss expense ( 1,799,977 ) — Interest income from Next Bridge 966,827 — Government assistance (Note 19) 582,756 218,532 Other income 335,163 72,038 Fair value gain (loss) on long-term debt ( 53,711 ) 56,185 Fair value gain (loss) on funding obligation (Note 22) ( 768,449 ) 79,339 $ ( 737,391 ) $ ( 3,433,757 ) (1) We incurred costs in relation to certain drilling activity carried out at our Oil and Gas properties, to remain in compliance with all aspects of our lease obligations and to satisfy the Continuous Drilling Clause ("CDC") with University Lands. Subsequent to December 14, 2022, these oil and gas assets, and the associated lease obligations, are no longer owned by us, as they formed part of the net assets deconsolidated as part of the Next Bridge spin-off (see Note 5). |
Funding Obligation
Funding Obligation | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Funding Obligation | 22. Funding Obligation In June 2019, we entered into a statement of work (“SOW”) with a third party for the purchase of manufacturing equipment. The SOW was initiated based on the Industrial and Regional Benefits general investment funding between the third party and the Government of Canada. We received the funds in two tranches after achieving two milestones as per the SOW, totaling CA$ 1.3 million. The funds are repayable based on 10 % of revenue from the sale of holographic film that is produced using the related manufacturing equipment paid for under this funding obligation. As of December 31, 2023 2022 Outstanding obligation (1) $ 982,912 $ 959,835 Fair value of interest-free component — ( 852,573 ) Principal adjusted for interest-free component 982,912 107,262 Accumulated non-cash interest accretion — 73,443 Carrying amount 982,912 180,705 Less current portion ( 982,912 ) — $ — $ 180,705 (1) The amounts received under the agreement have been recorded at fair value by applying the effective interest rate method on the dates the funding was received, using an estimated market interest rate of 15 %. During the year ended December 31, 2022 , we elected to bring the market interest rate to current rates and increased it to 19.17 % . Following management discussions, the revenue generation ability from the manufacturing equipment bought under the funding obligation was reduced, resulting in a longer repayment period. For the year ended December 31, 202 2, the combination of these two changes prompted us to recognize a gain of $ 0.1 million in the Consolidated Statements of Operations and Comprehensive Loss. During the year ended December 31, 2023, after assessing a lack of projected revenue, we determined that the funding obligation’s carrying value equals its fair value because it is now repayable upon demand, resulting in recording non-cash adjustment to funding obligation of $ 0.8 million. The funding obligation has also been reclassified to current liabilities within the Consolidated Balance Sheet as of December 31, 2023. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 23. Leases We lease certain properties under non-cancelable operating leases in USA, Canada, United Kingdom, and Greece for production, research and development and administration for varying periods through June 2034. While under the Company's lease agreements the Company has options to extend its certain leases, the Company has not included renewal option in determining the lease term for calculating its lease liabilities, as there options are not reasonably certain of being exercised. During the years ended December 31, 2023, we commenced the following leases: Billerica Office Lease 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 a commercial building located in Billerica, Massachusetts, USA, in two separate sections: 8,097 Rentable Square Footage (the "Phase 1 lease") and 4,558 Rentable Square Footage (the "Phase 2 lease"). The lease term is five years and six months for the Phase 1 lease commencing from July 1, 2023 , the delivery date of the Phase 1 lease, on which the space became ready for use (the "lease commencement date"), with an option to renew the lease for an additional five years . The lease term for the Phase 2 lease depends on the delivery of the Phase 2 lease, commencing on the delivery date of Phase 2 lease, on which the space will be made readily available, and ending in December 2028, with an option to renew the lease for an additional five years. Since the lease commencement date, the Phase 1 lease requires monthly lease payments of approximately $ 19,543 over the entire lease term, subject to 3 % annual upward adjustment, and additional monthly lease payments, total of 0.1 million over five years for lease improvements made by a landlord. The lease expense is recognized on a straight-line basis over the lease term of five years and six months . The Phase 2 lease is anticipated to commence in fiscal 2025. We recognized $ 1.1 million of lease liability and ROU asset for the Phase 1 lease, as of the lease commencement date. Columbia Office Lease In September 2022, we entered into an operating lease agreement for the space of approximately 11,642 square feet for an office in a building located in Columbia, Maryland, USA for 11 years from the commencement date of June 23, 2023 , with an option to renew the lease for an additional 5 years (the "Columbia office lease"). There are step-up lease payments for each 12-month period from lease commencement, with the first 12 months fully abated. The agreement also provides the one-time option to terminate the lease effective as of the last date of the 73rd month of the lease term. We did not include the effects of exercising those options in the lease term to calculate lease liability because we concluded it is not reasonably certain that we will exercise the options. As of the lease commencement date of June 23, 2023, we recorded $ 2.2 million of lease liability and $ 2.2 million of ROU assets associated with the Columbia office lease. The lease expense is recognized on a straight-line basis over the lease term of 11 years . Total operating lease expense included in the Consolidated Statements of Operations and Comprehensive Loss is as follows: Year ended December 31, 2023 2022 Operating lease expense $ 2,248,287 $ 2,057,157 Short term lease expense 311,107 584,645 Variable and other lease expense 533,621 263,500 Total $ 3,093,015 $ 2,905,302 We elected the practical expedient to not capitalize any leases with initial terms of less than twelve months on our balance sheet and include them as short-term lease expense in the Consolidated Statements of Operations and Comprehensive Loss. ROU assets are reviewed for impairment when indicators of impairment are present in accordance with the impairment guidance in ASC 360, Property, Plant, and Equipment . During the year ended December 31, 2023, under the Realignment and Consolidation Plan focusing on optimizing operational efficiencies, we strategically realigned our investment toward core business units expected to enhance near-term cash flows. This strategic realignment resulted in the identification of impairment indicators for asset groups in certain office locations. See Note 24, Realignment and Consolidation Plan , for further information. The evaluation concluded that the carrying amounts of these asset groups exceeded their fair values, leading to an impairment loss on ROU assets of $ 6.9 million, which is included in Impairment of long-lived assets in our Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2023. We recognized no impairment of ROU assets for the year ended December 31, 2022. The fair value of impaired asset groups was determined based on the Discounted Cash Flow Method, which is classified within Level 3 of the fair value hierarchy. See Note 16, Fair Value Measurements, for further details. Future minimum payments under non-cancelable operating lease obligations were as follows as of December 31, 2023: 2024 $ 1,969,721 2025 1,732,924 2026 1,590,697 2027 1,172,341 2028 1,180,761 Thereafter 3,834,677 Total minimum lease payments 11,481,121 Less: interest ( 4,054,601 ) Present value of net minimum lease payments 7,426,520 Less: current portion of lease liabilities ( 1,452,863 ) Total long-term lease liabilities $ 5,973,657 Supplemental balance sheet information related to leases is as follows: Year ended December 31, 2023 2022 Weighted Average Remaining Lease Term 5 years 5 years Weighted Average Discount Rate 12.84 % 17.17 % |
Realignment and Consolidation P
Realignment and Consolidation Plan | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Realignment and Consolidation Plan | 24. Realignment and Consolidation Plan On June 6, 2023 , our board of directors approved t he Realignment and Consolidation Plan pursuant to which we have begun, but not yet completed, a process for increased focus on key applications with the greatest near-term revenue potential, and of realignment our resources and structure for reduced operating expenses. This strategic initiative is designed to adapt to changing market conditions, accelerate revenue, enhance efficiency, and reduce our cash burn rate. During the year ended December 31, 2023, we recognized $ 3.9 million of restructuring expense in relation to the plan, which consisted of severance payments for actual and expected terminations under the Realignment and Consolidation Plan. We accrue costs in connection with ongoing restructuring actions. These accruals include estimates primarily related to employee headcount, local statutory benefits, and other employee termination costs. We calculate severance obligations based on standard practices or the contractual obligations if applicable. As of December 31, 2023, we recorded $ 1.2 million provisions for severance payments and contract termination costs when probable and estimable since we committed to the Realignment and Consolidation Plan. These accruals have been reviewed on a quarterly basis and changes to restructuring actions are appropriately recognized when identified. We also have one-time benefit arrangements with certain employees, which has been recorded in accordance with ASC 420 where a one-time termination benefit is accrued when the terms of the benefit arrangement is communicated to the affected employees and may be spread over a future service period through the termination date. Cash payments in the year ended December 31, 2023 we re $ 2.7 million. The costs related to restructuring activities have been recorded in the restructuring expense on the Consolidated Statement of Operations and Comprehensive Loss. During the fourth quarter ending December 31, 2023, we identified indicators of impairment associated with certain technology asset groups. This identification was based on our ongoing evaluation of asset utility and alignment with strategic investment priorities, consideration for current year performance relative to expectations, in particular for the period subsequent to the Realignment and Consolidation Plan, as well as our updated assessment of the future cash flow generation from these asset groups. As a result of this assessment, all asset groups were subject to impairment testing other than the asset group related to Authentication technology. Additionally, lease-related assets intended for subletting were classified as single asset groups because the offices were vacated for subleasing as of December 31, 2023. Consequently, we recorded a non-cash impairment loss of $ 65.6 million, which consisted of the following: • a $ 32.2 million impairment of Intangible assets, which was mainly related to patents and trademarks we acquired as part of the PAL acquisition and the Optodot acquisition; • a $ 26.5 million impairment of Property, plant and equipment, which was related to Holography and Wireless Sensing and Radio Wave Imaging technology asset groups, as well as core-business asset groups other than the Authentication technology asset group. It includes $ 17.7 million impairment of leasehold improvements related to the office located in Dartmouth, Nova Scotia; and • a $ 6.1 million impairment of ROU assets of the offices and facilities related to the Holography and Wireless Sensing and Radio Wave Imaging technology asset groups, as well as core-business asset groups other than the Authentication technology asset group, which are located in Dartmouth, Nova Scotia, Pleasanton, California, Columbia, Maryland, Billerica, Boston, and Oxford, United Kingdom. • a $ 0.8 million impairment of ROU assets and the related assets of the offices and facilities subject to a sublease or lease assignment arrangement, which are located in Pleasanton, California, Burnaby, British Columbia, and Athens, Greece. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 25. Segment and Geographic Information We have a single operating segment and reportable segment. Our Chief Executive Officer and former Chief Financial Officer were identified as the chief operating decision makers as of December 31, 2023. Our chief operating decision makers review financial information presented as one operating segment for the purpose of making decisions, allocating resources and assessing financial performance. Our net revenues by major geographic area (based on destination) were as follows: Year ended December 31, Revenue by geography 2023 2022 United States Product sales $ 48,245 $ 415,578 Development revenue 7,072,202 8,631,248 Licensing revenue 250,649 158,931 Canada Product sales 24,204 246,249 Development revenue — — Licensing revenue 112,110 45,881 Other Countries Product sales 44,905 549,919 Development revenue 150,939 19,297 Licensing revenue 262,392 133,064 Total revenue $ 7,965,646 $ 10,200,167 Property, plant and equipment, net per geographic region were as follows: Year ended December 31, Property, plant and equipment, net 2023 2022 United States $ — $ 6,238,328 Canada 18,333,413 35,596,217 Other countries 268,201 840,154 Total property, plant and equipment, net $ 18,601,614 $ 42,674,699 |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 26. Related Party Transactions As of December 31, 2023, and December 31, 2022, receivables due from a related party (Lamda Guard Technologies Ltd) and certain of its owners were $ 29,906 and $ 8,461 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 27. Commitments and Contingencies Legal Matters Securities class action On January 3, 2022, a putative securities class action lawsuit was filed in the U.S. District Court for the Eastern District of New York captioned Maltagliati v. Meta Materials Inc., et al., No. 1:21-cv-07203, against us, our then current Chief Executive Officer, our then current 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 Court granted our motion to dismiss on September 29, 2023 and entered judgment on the defendants' behalf on October 3, 2023. On October 27, 2023, the lead plaintiffs filed a motion to vacate judgment and for leave to amend the pleadings. On October 27, 2023, the lead plaintiffs filed a motion to vacate judgment and for leave to amend the pleadings. This motion attached a proposed amended consolidated complaint which, among other things, shortened the class period to December 14, 2021, removed the Securities Act claims, removed the former Chief Financial Officer as a defendant, and removed certain alleged misrepresentations. We filed an opposition to the motion to vacate judgment and for leave to amend on November 13, 2023 and lead plaintiffs filed a reply on November 27, 2023. On December 20, 2023, we reached an agreement to settle this securities class and the Nevada Shareholder Action (described below) on a class-wide basis for a combined $ 3.0 million, of which at least $ 2.85 million will be paid by our insurers (“Proposed Class Actions Settlement”). On January 19, 2024, the parties executed a formal Stipulation of Settlement and the plaintiffs filed a motion for preliminary approval of the Proposed Class Actions Settlement. The settlement is still subject to final approval of the court; however on February 6, 2024, the court granted preliminary approval of the Proposed Class Actions Settlement. As of December 31, 2023, we recognized the legal settlement payment of $ 3.0 million in Accruals and other payables in the Consolidated Balance Sheet. In addition, we recognized the corresponding receivable for insurance proceeds which was included in Prepaid expenses and other current assets of the Consolidated Balance Sheet as of December 31, 2023. Shareholder derivative action On January 14, 2022, a shareholder derivative action was filed in the U.S. District Court for the Eastern 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. Nevada shareholder action On September 21, 2023, a putative shareholder class action was filed in the Eighth Judicial District Court Clark County, Nevada captioned Denton v. Palikaras, et al., No. A-23-878134-C. The complaint names us as defendants along with certain of our former officers and certain former Torchlight officers and directors. The complaint alleges claims for breach of fiduciary duty and aiding and abetting breach of fiduciary duty, arising from our business combination with Torchlight. The complaint seeks, among other things, unspecified damages, interest, and an award of costs and fees to plaintiffs, including attorneys’ fees. On December 20, 2023, we reached an agreement to settle the Nevada Shareholder Action and the security class action described above on a class-wide basis for a combined $ 3.0 million, of which at least $ 2.85 million will be paid by our insurers. On January 19, 2024, the parties executed a formal Stipulation of Settlement and the plaintiffs filed a motion for preliminary approval of the Proposed Class Actions Settlement. The settlement is still subject to final approval of the court, however on February 6, 2024, the court granted preliminary approval of the Proposed Class Actions Settlement. Westpark capital group On July 25, 2022, Westpark Capital Group, LLC ("Westpark") filed a complaint in Los Angeles County Superior Court against us for breach of contract, alleging that it is owed a $ 0.5 million 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. We recorded a liability of $ 0.3 million related to the claim from Westpark in Accruals and other payables in the Consolidated Balance Sheet as of December 31, 2023 based on our best estimate of the outflow required to settle the claim. SEC investigation 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 requested that we produce certain documents and information related to, among other things, the merger involving Torchlight. On July 20, 2023, the enforcement staff of the SEC provided us, Torchlight's former Chief Executive Officer, John Brda, and our former Chief Executive Officer, George Palikaras, with Wells Notices relating to the SEC investigation (the "Wells Notice"). The Wells Notices each state that the SEC staff has made a preliminary determination to recommend that the SEC file a civil enforcement action against the recipients alleging violations of certain provisions of the U.S. federal securities laws. Specifically, the Wells Notice received by us states that the proposed action would allege violations of Section 17(a) of the Securities Act; Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B) and 14(a) of the Exchange Act of 1934 and Rules 10b-5 and 14a-9 thereunder; and Regulation FD. A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. It allows the recipients the opportunity to address the issues raised by the enforcement staff before a decision is made by the SEC on whether to authorize any enforcement action. If the SEC were to authorize an action against us and/or any of the individuals, it could seek an injunction against future violations of provisions of the federal securities laws, the imposition of civil monetary penalties, and other equitable relief within the SEC’s authority. The SEC could also seek an order barring the individuals from serving as an officer or director of a public company. In addition, the SEC could seek disgorgement of an amount that may exceed our ability to pay. We have made an offer of settlement to the Staff of the SEC’s Division of Enforcement to resolve the matter. The Proposed SEC Settlement is subject to approval by the SEC Commissioners. We cannot predict whether or when the Proposed SEC Settlement will be approved. If the Commissioners approve the Proposed SEC Settlement, the Commission will enter a cease- and-desist order (the “Order”) in connection with certain antifraud, reporting, books and records, and internal accounting control provisions of the securities laws. Under the terms of the Proposed SEC Settlement, we would neither admit nor deny the findings in the Order. If approved, in connection with the Proposed SEC Settlement, we will pay a civil money penalty in an amount of $ 1.0 million in four (4) installments over the period of one (1) year pursuant to an agreed upon payment plan. We recorded the $ 1.0 million in Accruals and other payables in the Consolidated Balance Sheet as of December 31, 2023. Claim for breach of contract On February 8, 2024, M.R.S. Construction Limited (“MRS”) filed a notice of action in the Supreme Court of Nova Scotia against Metamaterial Technologies Canada Inc., our subsidiary, for breach of contract, alleging that it is owed $ 1.0 million in fees. The case is currently pending. The $ 1.0 million has been recorded in Trade payables in the Consolidated Balance Sheet as of December 31, 2023. Contractual Commitments and Purchase Obligations We are party to various contractual obligations. Some of these obligations are reflected in our financial statements, such as liabilities from debt obligations and commitment in relation to Realignment and Consolidated Plan, while other obligations, such as purchase obligations, are not reflected on our Consolidated Balance Sheets. The following table and discussion summarizes our contractual cash obligations other than the lease payment obligations shown in the Note 23, Leases , as of December 31, 2023, for each of the periods presented: Long-term debt Other contractual commitment Total 2024 $ 1,050,216 $ 1,181,067 $ 2,231,283 2025 1,024,281 118,851 1,143,132 2026 1,182,354 29,713 1,212,067 2027 560,974 — 560,974 2028 555,706 — 555,706 Thereafter 662,519 — 662,519 $ 5,036,050 $ 1,329,631 $ 6,365,681 Other contractual commitments are legally enforceable agreements to purchase goods or services that have fixed or minimum quantities and fixed or minimum variable price provisions. Amounts in the schedule above approximate the timing of the underlying obligations. Included are the following: a) In September 2022, we entered into a supply agreement with an American paint and coatings company to purchase at least 20,000 pounds of raw materials (the "Minimum Purchase Obligation") in the three years from September 29, 2022. The total contract price for the minimum purchase obligation is $ 1.1 million . As of December 31, 2023, we have $ 0.7 million in non-cancelable orders, with $ 0.4 million of this amount recorded under Accruals and other payables in the Consolidated Balance Sheet. b) On September 30, 2022, we entered into an amended supply agreement with a German manufacturer who supplies holographic raw materials for the three years from November 1, 2020. As of December 31, 2023, we have a non-cancelable order of $ 0.3 million. Other commitments not included in the contractual cash obligations table above a) During 2018, we arranged a guarantee/standby letter of credit with RBC in favor of Satair A/S for $ 0.5 million 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 is secured by restricted cash. b) On January 15, 2021, Nanotech purchased six patents for $ 0.1 million and we agreed to share 10 % of any revenues related to the patents received from a specific customer for a period of two year s and ongoing royalties of 3 % to 6 % on other revenues derived from these patents for a period of five years . There were no royalties during the year ended December 31, 2023 (2022 - $ Nil ). c) In March 2022, we adopted the Vlepsis Business Profit Sharing Plan whereby at the end of each year, we will calculate the profits from the Vlepsis business, if any, with certain of the Vlepsis employees. Annually, on the 29th of March for each year between 2023 and 2029, we will measure and allocate a bonus pool equivalent to fifty percent ( 50 %) of the net profits of Vlepsis. These profits are defined as the total revenue generated from the full spectrum of Vlepsis' technological and service operations, including, but not limited to, sales, maintenance, customer support, system customization, intellectual property licensing, franchising, and leasing plus revenues from contracted backlog sales of Vlepsis Business technologies and services, less all pertinent direct costs such as overhead, salaries, and service provision costs by the Company. We have not yet had any profits from this business, but if we ever do, then this obligation to share such profits will impact our return on investment in VLEPSIS ® technology and require more time to recoup our expenses and show a return. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 28. Subsequent Events Release Agreement with Mr. McCabe On January 21, 2024, we entered into the Release Agreement with Mr. McCabe pursuant to which we and Mr. McCabe agreed to terminate the SPA. Under the terms of the Release Agreement, Mr. McCabe was relieved of any obligation to make additional stock purchases under the SPA The terms of the Release Agreement require (i) a payment of $ 700,000 by Mr. McCabe to us, (ii) assignment to us of all stock purchases made by Mr. McCabe under the SPA and (iii) an additional payment of $ 700,000 by Mr. McCabe to us if our common stock achieves a certain target value within two years of the effective date of the Release Agreement. We received $ 700,000 in January 2024 and the shares were reassigned to META and subsequently cancelled. Reverse Stock Split On January 26, 2024, we filed a Certificate of Change with the Nevada Secretary of State to effect the previously announced one-for-one hundred reverse split of the Company’s issued and outstanding common stock, and the Reverse Stock Split became effective in accordance with the terms of the Certificate of Amendment at 12:01 a.m. Pacific Time on January 29, 2024. The Reverse Stock Split was approved by the board in accordance with Nevada law. At the Effective Time, every one hundred shares of common stock issued and outstanding were automatically combined into one share of common stock, without any change in the par value per share. The exercise prices and the number of shares issuable upon exercise of outstanding stock options, equity awards and warrants, and the number of shares available for future issuance under the equity incentive plans have been adjusted in accordance with their respective terms. The Reverse Stock Split affected all stockholders uniformly and will not alter any stockholder’s percentage interest in our common stock. We did not issue any fractional shares in connection with the Reverse Stock Split. Instead, fractional shares were rounded up to the next largest whole number. The Reverse Stock Split did not modify the relative rights or preferences of the common stock. The new CUSIP number for the common stock following the Reverse Stock Split is 59134N302. February 2024 Offering On February 19, 2024, we entered into a securities purchase agreement with an institutional investor, providing for the issuance and sale by us, in a registered direct offering, of (i) 600,000 shares of our common stock, par value $ 0.001 , (ii) pre-funded warrants to purchase up to 250,000 shares of Common Stock, and (iii) warrants to purchase up to an aggregate of 850,000 shares of Common Stock. Each share of Common Stock and Pre-Funded Warrant was offered and sold together with an accompanying Warrant at a combined price of $ 4.04 per share of Common Stock or $ 4.039 per Pre-Funded Warrant, as applicable. Each Pre-Funded Warrant and Warrant is exercisable at any time on or after the date of issuance to purchase one share of Common Stock at a price of either $ 0.001 per share, in the case of the Pre-Funded Warrants, or $ 3.91 per share, in the case of the Warrants. The Pre-Funded Warrants expire when they are exercised in full, and the Warrants expire five years from the date of issuance. The February 2024 Offering closed on February 21, 2024. We received net proceeds of approximately $ 3.0 million from the Offering, after deducting placement agent fees and estimated offering expenses payable by us. On February 19, 2024, in connection with, and as a condition to, the February 2024 Offering, we entered into the Letter Agreement with the institutional investor in the February 2024 RDO Offering, pursuant to which we agreed to amend certain of the amended June 2022 Warrants and the December 2023 Warrants held by the investor. The Letter Agreement applies to (i) June 2022 Warrants representing an aggregate of 74,074 shares of Common Stock and (ii) December 2023 Warrants representing an aggregate of 25,000 shares of Common Stock, in each case, after giving effect to the 1-for-100 reverse stock split the Company effected on January 29, 2024. Pursuant to the Letter Agreement, the exercise price per share of the amended June 2022 Warrants and December 2023 Warrants will automatically be reduced (if and only if such new exercise price on the repricing date is lower than the exercise price of the June 2022 Warrants and the December 2023 Warrants then in effect) to be the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) of the Common Stock on June 6, 2024. Claim for breach of contract On February 8, 2024, MRS filed a notice of action in the Supreme Court of Nova Scotia against Metamaterial Technologies Canada Inc., our subsidiary, for breach of contract, alleging that it is owed $ 1.0 million in fees. See Note 27 , Commitments and Contingencies, for further information. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These Consolidated Financial Statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Our fiscal year-end is December 31. The Consolidated Financial Statements include the accounts of Meta Materials Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated on consolidation. On January 26, 2024, we filed a Certificate of Change with the Nevada Secretary of State to effect a reverse stock split of our common stock at a rate of 1 -for-100 , which became effective as of January 29, 2024. The Reverse Stock Split was approved by the board in accordance with Nevad a law. The Reverse Stock Split did not have any impact on the par value of common stock. Unless otherwise indicated, all issued and outstanding shares of common stock and all outstanding securities entitling their holders to purchase shares of our common stock or acquire shares of our common stock, including stock options, restricted stock units, and warrants per share data, share prices and exercise prices, as required by the terms of those securities, have been adjusted retroactively to reflect the Reverse S tock Split (subject to adjustment for fractional shares). |
Reclassification | Reclassification – Certain prior year amounts have been reclassified in the accompanying Consolidated Financial Statements to conform to the current period presentation: • Licensing revenue is reported in a separate line under Revenue in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Previously, Licensing revenue was reported as part of Development revenue. Amounts related to Licensing revenue for the year ended December 31, 2022 have been separately presented throughout this Annual Report to reflect this reclassification of Licensing revenue to conform to the current period presentation. There are no changes in total Revenue and Gross profit. • Depreciation and amortization expenses and stock-based compensation expense are reported in a separate line under Cost of sales and operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Previously, those expenses were reported as a same line item under Cost of sales, Sales & marketing, General & administrative and Research & development. Amounts related to depreciation and amortization expenses and stock-based compensation expense for the year ended December 31, 2022 have been separately presented throughout this Annual Report to reflect this reclassification of depreciation and amortization expenses and stock-based compensation expense to conform to the current period presentation. There are no changes in total Cost of sales, Gross profit and Operating expenses. • Realized gain (loss) on foreign exchange, net and Unrealized gain (loss) on foreign exchange, net are reported in a separate line under Other income (expense), net in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Previously, those expenses were reported as a single line, Gain (loss) on foreign exchange, net, under Other income (expense), net in the Consolidated Statements of Operations and Comprehensive Loss. Amounts related to depreciation and amortization expenses and stock-based compensation expense for the year ended December 31, 2022 have been separately presented throughout this Annual Report to reflect this reclassification of Realized gain (loss) on foreign exchange, net and Unrealized gain (loss) on foreign exchange to conform to the current period presentation. There are no changes in total Other income (expense), net. • Trade payables and Accruals and other payables are reported in a separate line in the accompanying Consolidated Balance Sheets. Previously, those items were reported as a single line, Trade and other payables, in the Consolidated Balance Sheets. Amounts related to Trade payables and Accruals and other payables as of the year ended December 31, 2022 have been separately presented to reflect this reclassification of Trade payables and Accruals and other payables to conform to the current period presentation. There are no changes in Total assets. |
Functional currency | Functional currency – Items included in the Consolidated Financial Statements of each of META and its subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). Reporting currency – The reporting currency of META is in US Dollars. The Consolidated Financial Statements, and the financial information contained herein, are reported in US dollars, except share amounts or as otherwise stated, as we believe this results in more relevant and reliable information for its financial statement users. • transactions and balances – Foreign currency transactions are recorded into the functional currency using the exchange rates prevailing at the dates of the associated transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the measurement at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of operations. • translation – The results and financial position of all subsidiaries that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • Company’s assets and liabilities are translated at the closing rate at the date of the balance sheet; • Company’s income and expenses are translated at average exchange rates; • Company’s resulting exchange differences are recognized in other comprehensive income, a separate component of equity. |
Use of estimates | Use of estimates – The preparation of these Consolidated Financial Statements in conformity with US GAAP requires management to make estimates and certain assumptions that affect the amounts reported in these Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates. Significant items subject to such estimates and assumptions include the valuation of goodwill, long-term assets, the valuation of net assets acquired via business combinations, and the preparation of the Consolidated Financial Statements on a going concern basis. |
Cash and cash equivalents | Cash and cash equivalents – We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. |
Inventory | Inventory – Inventory is measured at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method (FIFO) for all inventory. Inventory consumed during research and development activities is recorded as a research and development expense. |
Notes receivable | Notes receivable Notes receivable consisted of an amount due from Next Bridge, which was previously a wholly-owned subsidiary of META, until the completion of the spin-off transaction on December 14, 2022. The note was partially secured by a combination of META’s common shares and an interest in the Orogrande Project Property. The notes receivable has been recognized at its fair value as part of the deconsolidation of Next Bridge from our consolidated financial results. At subsequent reporting periods, the note had been measured net of any credit losses in accordance with ASC 326 Financial Instruments – Credit Losses . It was derecognized upon sale during 2023. See Note 5 for further details. |
Long-lived assets | Long-lived assets – Long-lived assets, such as property, plant and equipment, and intangible assets subject to amortization, are reviewed for impairment in accordance with ASC 360 Property, Plant, and Equipment, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. For the purpose of assessing impairment, long-lived assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of the cash flows from other long-lived assets or groups of long-lived assets (asset groups). If circumstances require a long-lived asset or asset group to be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. During the fiscal year 2023, we recognized an impa irment loss of $ 65.6 million as a result of our Realignment and Consolidation Plan. See Note 16, Fair Value Measurements , and Note 24, Realignment and Consolidation Plan , for further information. |
Goodwil | Goodwill – Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The carrying amount of goodwill is periodically reviewed for impairment (at a minimum annually) and whenever events or changes in circumstances indicate that the carrying value of this asset may not be recoverable. We first perform a qualitative assessment to test the reporting unit’s goodwill for impairment. Based on the qualitative assessment, if it is determined that the fair value of our reporting unit is more likely than not (i.e., a likelihood of more than 50 percent) to be less than its carrying amount, the quantitative assessment of the impairment test is performed. In the quantitative assessment, we compare the fair value of our reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired and we are not required to perform further testing. If the carrying value of the net assets of the reporting unit exceeds its fair value, then an impairment loss equal to the difference, but not exceeding the total carrying value of goodwill allocated to the reporting unit, would be recorded. During the fiscal year 2023, we recognized a goodwill impairment loss totaling $ 282.2 million , representing the entirety of the goodwill. See Note 9 for further details. |
Acquired intangibles | Acquired intangibles – In accordance with ASC 805 Business Combinations , we allocate the purchase price of acquired companies to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values. Such valuations may require management to make significant estimates and assumptions, especially with respect to intangible assets. Acquired intangible assets consist of acquired technology and customer relationships. In valuing acquired intangible assets, we make assumptions and estimates based in part on projected financial information, which makes assumptions and estimates inherently uncertain, particularly for early-stage technology companies. The significant estimates and assumptions used by us in the determination of the fair value of acquired intangible technology assets include the revenue growth rate and the discount rate. The significant estimates and assumptions used by us in the determination of the fair value of acquired customer contract intangible assets include the revenue growth rate and the discount rate. As a result of the judgments that need to be made, we obtain the assistance of independent valuation firms. We complete these assessments as soon as practical after the closing dates. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. |
Business combinations | Business combinations – We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill to reporting units based on the expected benefit from the business combination. Allocation of purchase consideration to identifiable assets and liabilities affects the amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. |
Leases | Leases – We are a lessee in several non-cancellable operating leases for buildings. We account for leases in accordance with ASC 842 Leases . We determine if an arrangement is or contains a lease at contract inception. We recognize a ROU asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective-interest rate method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. We assess ROU assets for impairment in accordance with ASC 360 Property, Plant, and Equipment . An ROU asset is considered for impairment testing whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Indicators of impairment include, but are not limited to, a significant decrease in the market value of the asset, a significant change in the extent or manner in which the asset is being used, and significant adverse changes in legal factors or in the business climate that could affect the value of the asset. See Long-lived assets paragraph above for further details. We do not record leases on our Consolidated Balance Sheets with a term of one year or less. We elected a package of transition practical expedients, which included not reassessing whether any expired or existing contracts are or contain leases, not reassessing the lease classification of expired or existing leases, and not reassessing initial direct costs for existing leases. We also elected a practical expedient to not separate lease and non-lease components. |
Government grants and assistance | Government grants and assistance – Government grants are recognized at their fair value in the period when there is reasonable assurance that the conditions attaching to the grant will be met and that the grant will be received. Grants are recognized as income over the periods necessary to match them with the related costs that they are intended to compensate. When the grant relates to an asset, it is recognized as income over the useful life of the depreciable asset by way of government assistance. We also receive interest-free repayable loans from the Atlantic Canada Opportunities Agency (“ACOA”) and the Economic Development Agency of Canada for the Regions of Quebec ("EDC"), government agencies. The benefit of the loan at a below-market rate of interest is treated as a government grant, measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates. The fair value of the components, being the loan and the government grant, must be calculated initially in order to allocate the proceeds to the components. The valuation is complex, as there is no active trading market for these items and is based on unobservable inputs. |
Revenue recognition | Revenue recognition – Our revenue is generated from product sales, development revenue and licensing revenue. We recognize revenue when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers in an amount that reflects the consideration we expect to receive from its customers in exchange for those products or services. Revenue from the sale of prototypes and finished products is recognized at the point in time when control of the asset is transferred to the customer, generally on delivery of goods. We consider whether there are other obligations in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated. In determining the transaction price for the sale of prototypes, we consider the effects of variable consideration, the existence of significant financial components, non-cash consideration and consideration payable to the customer (if any). Revenue from development activities is recognized over time, using an output method to measure progress towards complete satisfaction of the research activities and associated performance obligations identified within each contract have been satisfied. Our licensing revenue is currently derived from per-unit royalty agreements. We record per unit royalty revenue in the same period in which the licensee’s underlying production occurs based on the usage or production reports obtained from the licensees. When such reports are not available during a given quarter within the time frame that allows us to adequately review the reports and include the actual amounts in its quarterly results for such quarter, we accrue the related revenue based on estimates of the licensees’ underlying production or usage. We develop such estimates based on a combination of available data including, but not limited to, customer forecasts, a lookback at historical royalty reporting for each of its customers, and industry information available for the licensed products. |
Deferred revenue | Deferred revenue – Consist of fees invoiced or paid by our customers for which the associated performance obligations have not been satisfied and revenue has not been recognized based on our revenue recognition criteria described above. Deferred revenue is reported in a net position on an individual contract basis at the end of each reporting period and is classified as current in the consolidated balance sheet when the revenue recognition associated with the related customer payments and invoicing is expected to occur within one year of the balance sheet date and as long-term when the revenue recognition associated with the related customer payments and invoicing is expected to occur more than one year from the balance sheet date. |
Fair value measurements | Fair value measurements – We use valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We determine fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. |
Research and development | Research and development – Research and development activities are expensed as incurred. |
Basic and diluted earnings (loss) per share | Basic and diluted earnings (loss) per share – Basic earnings (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share gives effect to all dilutive potential common stock outstanding during the period including stock options, deferred stock units (“DSUs”), Restricted Share Units ("RSUs"), and warrants which are calculated using the treasury stock method, and convertible debt instruments using the if-converted method. Diluted earnings (loss) per common share excludes all dilutive potential shares if their effect is anti-dilutive. |
Stock based compensation | Stock-based compensation – We recognize compensation expense for equity awards based on the grant date fair value of the award. We recognize stock-based compensation expense for awards granted to employees that have a graded vesting schedule based on a service condition only on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards (the “graded-vesting attribution method”), based on the estimated grant date fair value for each separately vesting tranche. For stock-based awards granted to consultants and non-employees, compensation expense is recognized using the graded-vesting attribution method over the period during which services are rendered by such consultants and non-employees until completed. The measurement date for each tranche of employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees’ requisite service period, which is the vesting period. We estimate the grant date fair value of options and warrants using the Black-Scholes option pricing model and estimate the number of forfeitures expected to occur. See Note 12 for our assumptions used in connection with option grants made during the periods covered by these Consolidated Financial Statements . |
Warrants | Warrants – We account for the issuance of common stock purchase warrants issued in connection with the equity offerings in accordance with the provisions of ASC 815, Derivatives and Hedging . We classify as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives us a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). We classify as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside our control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The warrants issued on April 18, 2023 contain certain anti-dilution adjustments if we issue shares of its common stock at a lower price per share than the applicable exercise price of the underlying warrant. If any such dilutive issuance occurs prior to the exercise of such warrant, the exercise price is adjusted downward to a price equal to the common stock issuance. The difference in fair value of the effect of the down round feature is reflected in our Consolidated Financial Statements as a deemed dividend and as a reduction to income available to common stockholders in the basic earnings per share calculation. |
Income taxes | Income taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that the related tax benefits will not be realized. Authoritative guidance for uncertainty in income taxes requires that we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an examination. Management has reviewed our tax positions and determined there were no uncertain tax positions requiring recognition in the Consolidated Financial Statements. Company tax returns remain subject to Federal, Provincial and State tax examinations. Generally, the applicable statutes of limitation are three to four years from their respective filings |
Recently Adopted/Not Yet Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements ASU 2021-08 In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. We adopted the guidance on January 1, 2023 , and its adoption did no t have a material effect on our Consolidated Financial Statements and related disclosures. Accounting Pronouncements Not Yet Adopted ASU 2023-07 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. ASU 2023-09 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We do not anticipate the adoption of this standard will have a material effect on our Consolidated Financial Statements and related disclosures. |
Corporate Information (Tables)
Corporate Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Reverse Stock Split | The following table provides details on how the Reverse Stock Split affects our outstanding common stock and the calculation of Earnings Per Share: As of December 31, 2023 2022 Post-Reverse Stock Split Pre-Reverse Stock Split Post-Reverse Stock Split Pre-Reverse Stock Split Number of shares issues and outstanding 5,659,438 565,943,792 3,622,479 362,247,867 Weighted average number of shares outstanding 5,763,446 576,344,554 3,283,505 328,350,452 Year ended December 31, 2023 2022 Post-Reverse Stock Split Pre-Reverse Stock Split Post-Reverse Stock Split Pre-Reverse Stock Split Basic and diluted loss per share $ ( 69.67 ) $ ( 0.70 ) $ ( 24.09 ) $ ( 0.24 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Plasma App Ltd [Member] | |
Business Acquisition [Line Items] | |
Schedule of Final Allocation of Consideration Paid for Acquisition and Fair Value of Assets and Liabilities | The following table presents the final allocation of consideration paid for the PAL acquisition and fair value of the assets and liabilities acquired: Amount Fair value of common stock issued (1) $ 15,290,320 Fair value of deferred consideration (2) 1,698,926 $ 16,989,246 Net assets of PAL: Cash and cash equivalents $ 13,822 Other assets 36,104 Intangibles 12,600,000 Deferred tax liability ( 3,150,000 ) Goodwill 7,489,320 $ 16,989,246 (1) The fair value of the common stock issued or to be issued was determined by multiplying 96,774 shares, calculated as per the purchase agreement, by the closing share price on April 1, 2022 of $ 160.00 . We recognized $ 9,677 in common stock and $ 152,806 in additional paid in capital in the Consolidated Statements of Changes in Stockholders' Equity. (2) The fair value of the deferred consideration on acquisition date was determined by multiplying 10,753 shares, calculated as per the purchase agreement, by the closing share price on April 1, 2022 of $ 160.00 . We recognized the full amount in additional paid in capital in the Consolidated Statements of Changes in Stockholders' Equity. |
Summary of Unaudited Pro Forma Results of Operations | Unaudited pro forma results of operations for the year ended December 31, 2022 are included below as if the Plasma acquisition occurred on January 1, 2022. This summary of the unaudited pro forma results of operations is not necessarily indicative of what our results of operations would have been had PAL been acquired at the beginning of 2022, nor does it purport to represent results of operations for any future periods. Year ended December 31, 2022 META PAL Total Revenue $ 10,200,167 $ — $ 10,200,167 Loss from operations ( 81,818,759 ) ( 567,475 ) ( 82,386,234 ) Net loss ( 78,147,504 ) ( 76,271 ) ( 78,223,775 ) Add back: acquisition cost 264,883 16,663 281,546 Deduct: additional depreciation and amortization — ( 1,178,859 ) ( 1,178,859 ) Adjusted net loss $ ( 77,882,621 ) $ ( 1,238,467 ) $ ( 79,121,088 ) |
Optodot Corporation [Member] | |
Business Acquisition [Line Items] | |
Schedule of Final Allocation of Consideration Paid for Acquisition and Fair Value of Assets and Liabilities | The following table presents t he final 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 (1) $ 41,791,115 Fair value of restricted common stock issued (2) 8,342,152 Cash consideration 3,500,000 Total consideration $ 53,633,267 Net assets of Optodot: Intangibles 23,300,000 Deferred tax liability ( 4,893,000 ) Goodwill 35,226,267 $ 53,633,267 (1) The fair value of the unrestricted common stock issued or to be issued was determined by multiplying 223,482 shares, calculated as per the purchase agreement, by the closing share price on June 22, 2022 of $ 187.00 . We have issued 223,052 shares on the closing date of June 22, 2022 and 430 shares are yet to be issued. As of December 31, 2023 , we recognized $ 22,305 in common stock and $ 41,768,810 in additional paid in capital in the Consolidated Statements of Changes in Stockholders' Equity. (2) The fair value of the restricted common stock issued was determined by multiplying 44,610 shares, calculated as per the purchase agreement, by the closing share price on June 22, 2022 of $ 187.00 . The restricted common stock is subject to vesting as follows: a) Two thirds or 29,740 shares shall be subject to the limitations on transfer until the earlier of (A) META's achievement of at least $ 5,000,000 in revenue, from any third-party source, to the extent resulting from the sale or license of Optodot IP during the year ended June 22, 2023 and (B) June 22, 2023; b) One third or 14,870 shares shall be subject to the limitations on transfer until the earlier of (A) META's achievement of at least $ 10,000,000 in revenue, from any third-party source, to the extent resulting from the sale or license of Optodot IP during the year ended June 22, 2024 and (B) June 22, 2024; |
Summary of Unaudited Pro Forma Results of Operations | Unaudited pro forma results of operations for the year ended 2022 are included below as if the Optodot acquisition occurred on January 1, 2022. This summary of the unaudited pro forma results of operations is not necessarily indicative of what our results of operations would have been had Optodot been acquired at the beginning of 2022, nor does it purport to represent results of operations for any future periods. Year ended December 31, 2022 META Optodot Total Revenue $ 10,120,865 $ 121,174 $ 10,242,039 Loss from operations ( 80,158,252 ) ( 2,816,441 ) ( 82,974,693 ) Net loss ( 76,075,095 ) ( 2,731,989 ) ( 78,807,084 ) Add back: acquisition cost 700,404 97,712 798,116 Deduct: additional depreciation and amortization — ( 2,330,000 ) ( 2,330,000 ) Adjusted net loss $ ( 75,374,691 ) $ ( 4,964,277 ) $ ( 80,338,968 ) |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | Inventory consisted of photosensitive materials, lenses, laser protection film and finished eyewear, and was comprised of the following: As of December 31, 2023 2022 Raw materials $ 558,837 $ 490,077 Supplies 10,747 11,345 Work in process 45,912 51,589 Finished goods 43,922 42,058 Inventory provision ( 490,671 ) ( 127,042 ) Total inventory $ 168,747 $ 468,027 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 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 consisted of the following: As of December 31, 2023 2022 Prepaid expenses $ 1,476,981 $ 2,835,660 Receivable for insurance proceeds (Note 27) 3,100,000 — Other current assets 332,794 365,583 Taxes receivable 161,588 4,000,856 Total prepaid expenses and other current assets $ 5,071,363 $ 7,202,099 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property, plant and equipment, net consisted of the following: As of December 31, Useful life (years) 2023 2022 Land N/A $ 449,872 $ 439,309 Building 25 5,184,826 5,063,091 Computer equipment 3 - 5 1,583,617 775,736 Computer software 1 815,777 606,729 Manufacturing equipment 2 - 5 23,979,024 22,701,761 Office furniture 5 - 7 914,265 660,549 Leasehold improvements 5 - 10 22,794,726 2,172,134 Enterprise Resource Planning software 5 202,400 197,648 Assets under construction N/A 6,377,090 20,337,338 62,301,597 52,954,295 Accumulated depreciation and impairment ( 43,699,983 ) ( 10,279,596 ) $ 18,601,614 $ 42,674,699 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangibles, Net | Intangibles consisted of the following: As of December 31, Useful life (years) 2023 2022 Patents 5 - 10 $ 43,025,376 $ 42,111,143 Trademarks 126,839 124,845 Developed technology 20 14,312,717 13,976,668 Customer contract 5 9,829,123 9,598,348 67,294,055 65,811,004 Accumulated amortization and impairment ( 49,263,754 ) ( 9,497,687 ) $ 18,030,301 $ 56,313,317 |
Schedule of Goodwill | Goodwill consisted of the following: Goodwill at December 31, 2021 $ 240,376,634 Additions from business combination 42,343,552 Purchase price Allocation adjustments 1,446,639 Effect of foreign exchange on goodwill ( 2,418,359 ) Goodwill at December 31, 2022 $ 281,748,466 Effect of foreign exchange on goodwill 424,587 Impairment ( 282,173,053 ) Goodwill at December 31, 2023 $ — |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Long Term Debt | As of December 31, 2023 2022 ACOA Business Development Program (“BDP”) 2012 interest-free loan with a maximum contribution of CA$ 500,000 , repayable in monthly repayments commencing October 1, 2015 , of CA$ 5,952 until June 1, 2023 . Loan repayments were temporarily paused effective April 1, 2020, until January 1, 2021, as a result of the COVID-19 outbreak. As of December 31, 2023, the amount of principle drawn down on the loan, net of repayments is nil (2022 - CA$ 35,714.29 ). $ — $ 25,880 ACOA Atlantic Innovation Fund ("AIF") 2015 interest-free loan (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 December 31, 2023, the amount of principal drawn down on the loan, net of repayments, is CA$ 2,481,823 (December 31, 2022 - CA$ 2,661,293 ). 1,486,966 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 December 31, 2023, the amount of principal drawn down on the loan, net of repayments, is CA$ 2,031,250 (December 31, 2022 - CA$ 2,406,250 ). 1,047,122 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 December 31, 2023, the amount of principal drawn down on the loan, net of repayments, is CA$ 56,944 (December 31, 2022 - CA$ 73,611 ). 29,936 34,750 ACOA Regional Relief and Recovery Fund ("RRRF") 2020 interest-free loan with a maximum contribution of CA$ 390,000 , repayable on monthly repayments commencing April 1, 2023 , of CA$ 11,000 until April 1, 2026 . As of December 31, 2023, the principal amount drawn down on the loan is CA$ 291,000 (December 31, 2022 - CA$ 390,000 ). 151,070 159,642 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 December 31, 2023, the principal amount drawn down on the loan is CA$ 1,800,000 (December 31, 2022 - CA$ 1,454,167 ). 1,009,523 747,634 3,724,617 3,553,955 Less: current portion 801,628 483,226 $ 2,922,989 $ 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 CA$ 542,047 of deferred government assistance as of December 31, 2023, which is being amortized over the useful life of the associated building and equipment. |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Class of Warrant or Right [Line Items] | |
Summary of Changes in Warrants | The followin g table summarizes the changes in warrants of the Company: Year ended December 31, 2023 2022 Number of Number of warrants Amount warrants Amount Balance, beginning of year 399,209 $ 25,319,193 52,788 $ 6,959,800 Issued 1,583,334 11,683,359 373,370 18,714,297 Exercised ( 5,263 ) ( 62,264 ) ( 19,886 ) ( 253,741 ) Expired ( 3,000 ) ( 1,859,821 ) ( 7,063 ) ( 101,163 ) Change in fair value due to repricing of April 2023 and June 2022 warrants — 4,189,400 — — Balance, end of year 1,974,280 $ 39,269,867 399,209 $ 25,319,193 |
Summary of Fair Value of Warrants Issued Using Block-Scholes Option Pricing Model | The fair value of warrants and broker warrants that were issued and estimated using the Black-Scholes option pricing model have the following inputs and assumptions: Year ended December 31, 2023 2022 Weighted average grant date fair value $ 12.00 $ 53.00 Weighted average expected volatility 85 % 89 % Weighted average risk-free interest rate 4.11 % 3.18 % Weighted average dividend yield 0.00 % 0.00 % Weighted average term of warrants 4.8 years 5.0 years |
Stock-Based Payments (Tables)
Stock-Based Payments (Tables) | 12 Months Ended |
Dec. 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 outstanding stock options of the Company: Average Average exercise exercise price per remaining Aggregate Number of 1 stock contractual intrinsic Outstanding, December 31, 2021 214,046 $ 46.00 7.34 $ 56,924,556 Granted 143,190 $ 140.74 Exercised ( 16,885 ) $ 27.00 Forfeited ( 4,401 ) $ 102.37 Outstanding, December 31, 2022 335,950 $ 80.00 9.31 $ 17,611,251 Granted 62,961 $ 15.58 Exercised ( 26,351 ) $ 27.00 Forfeited ( 183,020 ) $ 84.75 Outstanding, December 31, 2023 189,540 $ 62.23 4.68 $ — Exercisable, December 31, 2023 121,356 $ 69.97 3.67 $ — |
Summary of stock options outstanding | Below is a summary of the outstanding options as of December 31, 2023 and December 31, 2022: As of December 31, 2023 2022 Range of exercise price Number outstanding Number exercisable Number outstanding Number exercisable $ 12.00 - $ 27.00 124,383 75,457 181,286 155,493 $ 89.00 - $ 100.00 14,918 11,793 29,847 18,224 $ 117.00 - $ 126.00 15,029 8,446 27,827 9,321 $ 131.00 - $ 158.00 24,460 16,286 67,299 30,547 $ 197.00 - 200.00 10,750 9,374 29,691 29,691 189,540 121,356 335,950 243,276 |
Summary of fair value grant using weighted-average assumptions | The fair value of options granted was estimated at the grant date using the following weighted-average assumptions: Year ended December 31, 2023 2022 Weighted average grant date fair value $ 14.00 $ 81.00 Weighted average expected volatility 87 % 81 % Weighted average risk-free interest rate 4.16 % 2.56 % Weighted average expected life of the options 5.07 years 4.19 years |
Summary of change in outstanding share RSUs | The following table summarizes the change in outstanding RSUs: Number of Weighted Outstanding, December 31, 2021 3,000 $ 642.67 Granted 72,073 $ 145.44 Forfeited ( 3,264 ) $ 159.84 Vested and settled ( 6,739 ) $ 115.11 Outstanding, December 31, 2022 65,070 $ 171.00 Granted 170,925 $ 18.05 Forfeited ( 127,187 ) $ 238.92 Vested and settled ( 18,083 ) $ 43.85 Outstanding, December 31, 2023 90,725 $ 49.16 Vested but not yet settled, December 31, 2023 2,230 $ 7.77 |
DSU Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of change in outstanding share DSU's | The following table summarizes the change in DSUs of the Company: Number of Weighted Outstanding, December 31, 2021 36,470 $ 21.82 Granted 2,632 $ 171.00 Outstanding, December 31, 2022 39,102 $ 31.86 Granted 11,155 $ 15.55 Outstanding, December 31, 2023 50,257 $ 29.57 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of stock-based compensation expenses | Total stock-based compensation expense related to RSUs included in the Consolidated Statements of Operations and Comprehensive Loss was as follows: Year ended December 31, 2023 2022 Cost of sales $ 334,645 $ 544,468 Selling & marketing ( 35,411 ) 376,449 General & administrative ( 236,857 ) 1,631,995 Research & development ( 57,612 ) 2,101,035 $ 4,765 $ 4,653,947 |
Employee Stock Option Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of stock-based compensation expenses | Total stock-based compensation expense included in the Consolidated Statements of Operations and Comprehensive Loss was as follows: Year ended December 31, 2023 2022 Sales & marketing $ 6,022 $ 195,041 General & administrative ( 221,099 ) 5,930,518 Research & development 133,777 2,490,979 $ ( 81,300 ) $ 8,616,538 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Losses before Income Taxes | Losses before income taxes were as follows: Year ended December 31, 2023 2022 United States $ ( 305,558,883 ) $ ( 58,490,568 ) Foreign ( 96,016,868 ) ( 26,445,816 ) Loss before income taxes $ ( 401,575,751 ) $ ( 84,936,384 ) |
Summary of Income Tax Provision | Significant components of the income tax provisions were as follows: Year ended December 31, 2023 2022 Current tax expense: United States $ 1,737 $ 1,256 Foreign — — Current tax expense 1,737 1,256 Deferred tax benefit: United States — ( 4,893,000 ) Foreign ( 3,345,950 ) ( 942,416 ) Deferred tax benefit ( 3,345,950 ) ( 5,835,416 ) Income tax recovery $ ( 3,344,213 ) $ ( 5,834,160 ) |
Summary of Income Tax Provision reconciliation | The income tax provision differs from the amount computed by applying the federal income tax rate of 21 % for 2023 (2022 - 21 %) to the loss before income taxes as a result of the following differences: Year ended December 31, 2023 2022 Tax computed at federal statutory rate ( 21 %) $ ( 84,364,447 ) $ ( 17,836,641 ) State income taxes, net of federal benefit ( 1,735,944 ) ( 1,428,381 ) Capital loss ( 910,340 ) ( 7,192,458 ) Goodwill impairment 59,242,764 — Other permanent items 1,697,269 ( 3,750,116 ) Foreign currency and other — 185,860 Research and development credit ( 508,993 ) ( 319,137 ) Foreign rate differential ( 5,405,405 ) ( 1,484,069 ) Provision to return ( 11,394 ) 1,595,074 Deferred true-ups 1,674,700 1,525,095 Change in valuation allowance 26,977,577 22,870,613 Income tax recovery $ ( 3,344,213 ) $ ( 5,834,160 ) Effective tax rate 0.83 % 6.87 % |
Summary of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities were as follows: As of December 31, 2023 2022 Deferred tax assets Non-capital losses $ 39,878,943 $ 30,527,370 Capital loss carryforward 7,564,389 7,228,389 Stock-based compensation 5,346,259 5,718,562 Allowance for doubtful accounts — 4,609,247 Research and development tax credits 5,031,651 2,824,760 Research and development expense capitalization 3,888,782 2,198,314 Reserves and other accruals 1,955,147 1,144,703 Operating lease right-of-use assets 1,607,756 808,717 Property plant and Equipment 7,063,161 — Intangible assets 89,934 72,895 Other assets 173,453 37,426 Total gross deferred tax assets 72,599,475 55,170,383 Less: valuation allowance ( 68,666,432 ) ( 41,688,855 ) 3,933,043 13,481,528 Deferred tax liabilities Intangible assets ( 3,658,773 ) ( 12,355,386 ) Property, plant and equipment — ( 2,791,147 ) Long-term operating lease liabilities ( 134,855 ) ( 1,234,015 ) Long-term debt ( 139,415 ) ( 189,260 ) Funding obligation — ( 112,974 ) Other liabilities — ( 52,731 ) ( 3,933,043 ) ( 16,735,513 ) Net deferred tax liability $ — $ ( 3,253,985 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 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: Year ended December 31, 2023 2022 Numerator: Net loss $ ( 398,231,538 ) $ ( 79,102,224 ) Deemed dividends for down round provision in warrants ( 3,283,667 ) — $ ( 401,515,205 ) $ ( 79,102,224 ) Denominator: Weighted-average shares, basic 5,763,446 3,283,505 Weighted-average shares, diluted 5,763,446 3,283,505 Net loss per share Basic $ ( 69.67 ) $ ( 24.09 ) Diluted $ ( 69.67 ) $ ( 24.09 ) |
Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive shares were not included in the calculation of diluted shares above as the effect would have been anti-dilutive: As of December 31, 2023 2022 Options 189,540 335,950 Warrants 1,974,280 399,209 RSUs 90,725 65,070 DSUs 50,257 39,102 2,304,802 839,331 |
Additional Cash Flow Informat_2
Additional Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Net Changes in Operating Assets and Liabilities | The net changes in operating assets and liabilities consisted of the following: As of December 31, 2023 2022 Grants receivable $ ( 3,689 ) $ 172,765 Inventory ( 372,601 ) ( 319,116 ) Accounts and other receivables ( 29,357 ) 287,320 Prepaid expenses and other current assets 2,530,367 ( 4,799,174 ) Trade payables, accruals and other accruals 22,428 5,410,515 Restructuring costs accrual 1,181,781 — Due from related party ( 21,666 ) ( 108,102 ) Operating lease Right-of-use Asset — ( 231 ) Operating lease liabilities ( 1,522,283 ) ( 997,067 ) $ 1,784,980 $ ( 353,090 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Financial Instruments Disclosure [Abstract] | |
Summary of Fair Value of Financial Instruments | Carrying values and fair values of financial instruments that were not carried at fair value are as follows: 2023 2022 Financial liability Carrying value Fair value Carrying value Fair value Funding obligation $ 982,912 $ 982,912 $ 180,705 $ 85,411 Operating lease liabilities $ 7,426,520 $ 9,782,069 $ 4,342,157 $ 5,666,940 Long-term debt $ 3,724,617 $ 3,970,061 $ 3,553,955 $ 2,663,460 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenues Disaggregated | Revenues were disaggregated as follows: Year ended December 31, 2023 2022 Product sales $ 117,354 $ 1,211,746 Licensing revenue 625,151 337,876 Contract revenue (1) 5,743,233 8,471,243 Other development revenue 1,479,908 179,302 Development revenue 7,223,141 8,650,545 $ 7,965,646 $ 10,200,167 (1) A portion of contract revenue represents previously recorded deferred revenue that was recognized as revenue after satisfaction of performance obligations either through passage of time or after completion of specific performance milestones. Refer to Note 18 for outstanding contracts. |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Revenue Disclosure [Abstract] | |
Summary Of Deferred Revenue | Deferred revenue as of December 31, 2023 and 2022 consisted of the following: As of December 31, 2023 2022 Holography-exclusive rights (1) $ 491,344 $ 575,770 Holography-advance against PO (2) 470,588 459,539 Nanoweb -advance payment 110,700 175,000 Deferred revenue (JDA with the global battery maker) (3) 375,000 — Authentication - deferred revenue 25,960 — 1,473,592 1,210,309 Less: current portion ( 1,054,557 ) ( 730,501 ) $ 419,035 $ 479,808 (1) On September 18, 2018, we signed an exclusive distribution agreement with Satair A/S for a term of 10 years . According to this agreement, the Company grants Satair A/S the exclusive right to sell, market, and distribute eyewear and visor products incorporating metamaterial-based laser protection technology that are developed or manufactured by the Company for use in aviation, military, and defense. On September 13, 2018, we received a fee of $ 1.0 million for the exclusive distribution rights granted under this agreement and the payment was recognized as deferred revenue on the consolidated balance sheets. It will be accounted as development revenue over a period of 8 years and no repayment of the $ 1.0 million is required if the contract termination is after the 8th anniversary of the effective date. During the year ended December 31, 2023, we have recognized $ 84,426 (2022: $ 99,629 ) as development revenue related to this agreement. (2) On July 20, 2018, we received a purchase order for MetaVisor (eyewear/eye protection) from Satair A/S for $ 2.0 million. On November 7, 2018, we received a partial advance payment of $ 0.5 million against this purchase order. We have set up a guarantee/standby letter of credit with Royal Bank of Canada ("RBC"). In the event we fail to deliver the product as per the contract or refuse to accept the return of the product as per the buyback clause of the contract or fails to repay the advance payment in accordance with the conditions of the agreement signed with Satair on September 18, 2018, Satair shall draw fro m the letter of credit with RBC. As of December 31, 2023, no amount has been drawn from the letter of credit with RBC. Refer to Note 27 for information regarding the letter of credit. (3) In March 2023, we entered into the JDA with the global battery maker under which we provide research and development services in exchange for total consideration of $ 1.5 million. The consideration is recognized over the 12 months of the performance period. The remaining balance of $ 0.4 million is expected to be recognize in fiscal year 2024. |
Deferred Government Assistance
Deferred Government Assistance (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Government Assistance [Abstract] | |
Schedule of Deferred Government Assistance | Deferred Government Assistance As of December 31, 2023 2022 SDTC (1) $ 572,267 $ 799,490 Deferred government assistance (2) 409,835 319,017 982,102 1,118,507 Less: current portion ( 590,954 ) ( 799,490 ) $ 391,148 $ 319,017 (1) On May 15, 2018, we entered into an agreement with the Canada Foundation for Sustainable Development Technology a (“SDTC”) for $ 4.2 million. The contribution provides funding for eligible costs incurred relating to the further development and demonstration of technology related to solar cells in connection with the project entitled “Enabling solar flight a testing ground for lightweight and efficient solar panels”. On March 30, 2021, we have received an additional 5 % contribution from SDTC of $ 0.2 million. During the year ended December 31, 2023, we have recognized $ 0.1 million ( 2022 : $ Nil ) as government assistance in the Consolidated Statements of Operations and Comprehensive Loss. (2) On November 10, 2022, we entered into an agreement with the EDC for $ 1.5 million. The contribution provides funding f or eligible costs incurred relating to improvement of the Thurso facilities and the acquisition of digital production equipment. On December 20, 2022, we have received approximately $ 1.1 million of the total contribution and as of December 31, 2023 we have recognized $ 0.4 million in deferred government assistance. During the year ended December 31, 2023, we have recognized $ Nil (2022 : $ Nil ) as government assistance in the Consolidated Statements of Operations and Comprehensive Loss. |
Summary of Government Assistance Recognized in Consolidated Statements of Operations and Comprehensive Loss | Government Assistance Recognized in the Consolidated Statements of Operations and Comprehensive Loss Year ended December 31, 2023 2022 SR&ED $ 434,517 $ — SDTC 85,915 — Payroll subsidies 62,324 77,075 Amortization of deferred government assistance — 3,047 R&D tax credit — 138,410 $ 582,756 $ 218,532 |
Interest Expense, net (Tables)
Interest Expense, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Banking and Thrift, Interest [Abstract] | |
Interest Expense, net | Year ended December 31, 2023 2022 Non-cash interest accretion $ ( 372,000 ) $ ( 403,317 ) Interest & bank charges ( 55,756 ) 133,518 Interest income 49,099 95,565 $ ( 378,657 ) $ ( 174,234 ) |
Other Expenses, Net (Tables)
Other Expenses, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Expenses, Net | Year ended December 31, 2023 2022 O&G assets maintenance cost (1) $ — $ ( 3,859,851 ) Credit loss expense ( 1,799,977 ) — Interest income from Next Bridge 966,827 — Government assistance (Note 19) 582,756 218,532 Other income 335,163 72,038 Fair value gain (loss) on long-term debt ( 53,711 ) 56,185 Fair value gain (loss) on funding obligation (Note 22) ( 768,449 ) 79,339 $ ( 737,391 ) $ ( 3,433,757 ) (1) We incurred costs in relation to certain drilling activity carried out at our Oil and Gas properties, to remain in compliance with all aspects of our lease obligations and to satisfy the Continuous Drilling Clause ("CDC") with University Lands. Subsequent to December 14, 2022, these oil and gas assets, and the associated lease obligations, are no longer owned by us, as they formed part of the net assets deconsolidated as part of the Next Bridge spin-off (see Note 5). |
Funding Obligation (Tables)
Funding Obligation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Funding Obligation | As of December 31, 2023 2022 Outstanding obligation (1) $ 982,912 $ 959,835 Fair value of interest-free component — ( 852,573 ) Principal adjusted for interest-free component 982,912 107,262 Accumulated non-cash interest accretion — 73,443 Carrying amount 982,912 180,705 Less current portion ( 982,912 ) — $ — $ 180,705 (1) The amounts received under the agreement have been recorded at fair value by applying the effective interest rate method on the dates the funding was received, using an estimated market interest rate of 15 %. During the year ended December 31, 2022 , we elected to bring the market interest rate to current rates and increased it to 19.17 % . Following management discussions, the revenue generation ability from the manufacturing equipment bought under the funding obligation was reduced, resulting in a longer repayment period. For the year ended December 31, 202 2, the combination of these two changes prompted us to recognize a gain of $ 0.1 million in the Consolidated Statements of Operations and Comprehensive Loss. During the year ended December 31, 2023, after assessing a lack of projected revenue, we determined that the funding obligation’s carrying value equals its fair value because it is now repayable upon demand, resulting in recording non-cash adjustment to funding obligation of $ 0.8 million. The funding obligation has also been reclassified to current liabilities within the Consolidated Balance Sheet as of December 31, 2023. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Summary of Operating Lease Expense | Total operating lease expense included in the Consolidated Statements of Operations and Comprehensive Loss is as follows: Year ended December 31, 2023 2022 Operating lease expense $ 2,248,287 $ 2,057,157 Short term lease expense 311,107 584,645 Variable and other lease expense 533,621 263,500 Total $ 3,093,015 $ 2,905,302 |
Summary Of Future Minimum Payments Under Non-cancelable Operating Lease Obligations | Future minimum payments under non-cancelable operating lease obligations were as follows as of December 31, 2023: 2024 $ 1,969,721 2025 1,732,924 2026 1,590,697 2027 1,172,341 2028 1,180,761 Thereafter 3,834,677 Total minimum lease payments 11,481,121 Less: interest ( 4,054,601 ) Present value of net minimum lease payments 7,426,520 Less: current portion of lease liabilities ( 1,452,863 ) Total long-term lease liabilities $ 5,973,657 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases is as follows: Year ended December 31, 2023 2022 Weighted Average Remaining Lease Term 5 years 5 years Weighted Average Discount Rate 12.84 % 17.17 % |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Summary of net revenues by major geographic area | Our net revenues by major geographic area (based on destination) were as follows: Year ended December 31, Revenue by geography 2023 2022 United States Product sales $ 48,245 $ 415,578 Development revenue 7,072,202 8,631,248 Licensing revenue 250,649 158,931 Canada Product sales 24,204 246,249 Development revenue — — Licensing revenue 112,110 45,881 Other Countries Product sales 44,905 549,919 Development revenue 150,939 19,297 Licensing revenue 262,392 133,064 Total revenue $ 7,965,646 $ 10,200,167 |
Summary of property plant and equipment net per geographic region | Property, plant and equipment, net per geographic region were as follows: Year ended December 31, Property, plant and equipment, net 2023 2022 United States $ — $ 6,238,328 Canada 18,333,413 35,596,217 Other countries 268,201 840,154 Total property, plant and equipment, net $ 18,601,614 $ 42,674,699 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Contractual Cash Obligations | The following table and discussion summarizes our contractual cash obligations other than the lease payment obligations shown in the Note 23, Leases , as of December 31, 2023, for each of the periods presented: Long-term debt Other contractual commitment Total 2024 $ 1,050,216 $ 1,181,067 $ 2,231,283 2025 1,024,281 118,851 1,143,132 2026 1,182,354 29,713 1,212,067 2027 560,974 — 560,974 2028 555,706 — 555,706 Thereafter 662,519 — 662,519 $ 5,036,050 $ 1,329,631 $ 6,365,681 |
Corporate Information - Additio
Corporate Information - Additional Information (Details) | 12 Months Ended | ||||
Jan. 29, 2024 | Jan. 26, 2024 | Dec. 31, 2023 Patent shares | Dec. 31, 2022 shares | Dec. 14, 2022 shares | |
Number of active patent documents | Patent | 462 | ||||
Number of patents have issued | Patent | 346 | ||||
Common stock, shares outstanding | shares | 5,659,438 | 3,622,479 | |||
Reverse stock split | one-for-one hundred | ||||
Subsequent Event [Member] | |||||
Reverse stock split ratio | 0.01 | 0.01 | |||
Reverse stock split | 1-for-100 | 1-for-100 | |||
Next Bridge Hydrocarbons Inc. [Member] | |||||
Common stock, shares outstanding | shares | 1,654,722 | ||||
Torchlight [Member] | |||||
Date of acquisition agreement | Dec. 14, 2020 |
Corporate Information - Schedul
Corporate Information - Schedule of Reverse Stock Split (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of shares issues | 5,659,438 | 3,622,479 |
Number of shares outstanding | 5,659,438 | 3,622,479 |
Weighted average number of shares outstanding - basic | 5,763,446 | 3,283,505 |
Weighted average number of shares outstanding - diluted | 5,763,446 | 3,283,505 |
Basic loss per share | $ (69.67) | $ (24.09) |
Diluted loss per share | $ (69.67) | $ (24.09) |
Post-Reverse Stock Split [Member] | ||
Number of shares issues | 5,659,438 | 3,622,479 |
Number of shares outstanding | 5,659,438 | 3,622,479 |
Weighted average number of shares outstanding - basic | 5,763,446 | 3,283,505 |
Weighted average number of shares outstanding - diluted | 5,763,446 | 3,283,505 |
Basic loss per share | $ (69.67) | $ (24.09) |
Diluted loss per share | $ (69.67) | $ (24.09) |
Pre-Reverse Stock Split [Member] | ||
Number of shares issues | 565,943,792 | 362,247,867 |
Number of shares outstanding | 565,943,792 | 362,247,867 |
Weighted average number of shares outstanding - basic | 576,344,554 | 328,350,452 |
Weighted average number of shares outstanding - diluted | 576,344,554 | 328,350,452 |
Basic loss per share | $ (0.7) | $ (0.24) |
Diluted loss per share | $ (0.7) | $ (0.24) |
Going Concern - Additional Info
Going Concern - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (398,231,538) | $ (79,102,224) |
Accumulated deficit | $ (609,011,533) | (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 | |
Working capital earnings (deficit) | $ (6,200,000) | 2,900,000 |
Negative cash flows from operating activities | $ (42,218,910) | $ (62,244,794) |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |||
Jan. 29, 2024 | Jan. 26, 2024 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Reverse stock split | one-for-one hundred | |||
Impairment of long-lived assets | $ 65,580,140 | $ 0 | ||
Goodwill impairment | $ 282,173,053 | |||
Subsequent Event [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Reverse stock split ratio | 0.01 | 0.01 | ||
Reverse stock split | 1-for-100 | 1-for-100 | ||
ASU 2021-08 [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2023 | |||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
Acquisitions - Schedule of Fina
Acquisitions - Schedule of Final Allocation of Consideration Paid for Acquisition and Fair Value of Assets and Liabilities (Details) - USD ($) | Jun. 22, 2022 | Apr. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Net assets (liabilities): | |||||
Goodwill | $ 281,748,466 | $ 240,376,634 | |||
Plasma App Ltd [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of common stock issued | $ 15,290,320 | ||||
Fair value of deferred consideration | 1,698,926 | ||||
Business combination, consideration transferred | 16,989,246 | ||||
Net assets (liabilities): | |||||
Cash and cash equivalents | 13,822 | ||||
Other assets | 36,104 | ||||
Goodwill | 7,489,320 | ||||
Intangibles | 12,600,000 | ||||
Deferred tax liability | (3,150,000) | ||||
Net assets | 16,989,246 | ||||
Optodot Corporation [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 3,500,000 | ||||
Business combination, consideration transferred | 53,633,267 | ||||
Net assets (liabilities): | |||||
Goodwill | 35,226,267 | ||||
Intangibles | 23,300,000 | ||||
Deferred tax liability | (4,893,000) | ||||
Net assets | 53,633,267 | ||||
Common Stock [Member] | Plasma App Ltd [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of common stock issued | 9,677 | ||||
Common Stock [Member] | Optodot Corporation [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of common stock issued | 41,791,115 | $ 22,305 | |||
Additional Paid-in Capital [Member] | Plasma App Ltd [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of common stock issued | $ 152,806 | ||||
Additional Paid-in Capital [Member] | Optodot Corporation [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of common stock issued | $ 41,768,810 | ||||
Restricted Common Stock [Member] | Optodot Corporation [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of common stock issued | $ 8,342,152 |
Acquisitions - Summary of Purch
Acquisitions - Summary of Purchase Price to Net Assets Acquired, On Relative Fair Values Basis (Parenthetical) (Details) - USD ($) | 12 Months Ended | ||||
Jun. 22, 2022 | Apr. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | ||
Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period for Acquisitions | [1] | 364,437 | |||
Plasma App Ltd [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of common stock issued | $ 15,290,320 | ||||
Plasma App Ltd [Member] | Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock issued or issuable | 96,774 | ||||
Business acquisition share price | $ 160 | ||||
Fair value of common stock issued | $ 9,677 | ||||
Number of shares to be issued as deferred consideration | 10,753 | ||||
Plasma App Ltd [Member] | Additional Paid-in Capital [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of common stock issued | $ 152,806 | ||||
Optodot Corporation [Member] | Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock issued or issuable | 223,482 | ||||
Business acquisition share price | $ 187 | ||||
Fair value of common stock issued | $ 41,791,115 | $ 22,305 | |||
Stock Issued During Period for Acquisitions | 223,052 | ||||
Stock to be issued pursuant to acquisition | 430 | ||||
Optodot Corporation [Member] | Additional Paid-in Capital [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of common stock issued | $ 41,768,810 | ||||
Optodot Corporation [Member] | Restricted Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock issued or issuable | 44,610 | ||||
Business acquisition share price | $ 187 | ||||
Fair value of common stock issued | $ 8,342,152 | ||||
Minimum required milestone revenue for vesting of tranche one | 5,000,000 | ||||
Minimum required milestone revenue for vesting of tranche two | $ 10,000,000 | ||||
Optodot Corporation [Member] | Restricted Common Stock [Member] | Tranche One [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of shares to be vested upon revenue milestone achieved | 66.66% | ||||
Number of shares to be vested upon revenue mile stone achieved | 29,740 | ||||
Optodot Corporation [Member] | Restricted Common Stock [Member] | Tranche Two [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of shares to be vested upon revenue milestone achieved | 33.33% | ||||
Number of shares to be vested upon revenue mile stone achieved | 14,870 | ||||
[1] (1) In accordance with SAB Topic 4.C, all number of shares have been adjusted retroactively to reflect the Reverse Stock Split on January 29, 2024. |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Jun. 22, 2022 | Apr. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Impairment loss | $ 65,600,000 | $ 100,000 | ||
Plasma App Ltd [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of voting equity interests acquired | 100% | |||
Impairment loss | $ 10,000,000 | |||
Business acquisition effective date | Apr. 01, 2022 | |||
Plasma App Ltd [Member] | Developed Technology Assets [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquired finite lived intangible assets | $ 12,600,000 | |||
Plasma App Ltd [Member] | Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination shares equity interest issued or issuable | 96,774 | |||
Value of shares issued as consideration for acquisition | $ 18,000,000 | |||
Weighted average price of stock issued pursuant to acquisitions | $ 186 | |||
Value of deferred stock to be issued pursuant to acquisitions | $ 2,000,000 | |||
Weighted average price of deferred stock to be issued pursuant to acquisitions | $ 186 | |||
Number of shares to be issued as deferred consideration | 10,753 | |||
Optodot Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Impairment loss | $ 20,900,000 | |||
Optodot Acquisition [Member] | Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination shares equity interest issued or issuable | 267,663 | |||
Optodot Corporation [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition effective date | Jun. 22, 2022 | |||
Cash payment | $ 3,500,000 | |||
Optodot Corporation [Member] | Developed Technology Assets [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquired finite lived intangible assets | $ 23,300,000 | |||
Optodot Corporation [Member] | Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination shares equity interest issued or issuable | 223,482 | |||
Value of shares issued as consideration for acquisition | $ 37,500,000 | |||
Optodot Corporation [Member] | Restricted Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination shares equity interest issued or issuable | 44,610 | |||
Value of shares issued as consideration for acquisition | $ 7,500,000 |
Acquisitions - Summary of Unaud
Acquisitions - Summary of Unaudited Pro Forma Results of Operations (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
META Excluding Plasma App Ltd [Member] | |
Business Acquisition [Line Items] | |
Revenue | $ 10,200,167 |
Loss from operations | (81,818,759) |
Net loss | (78,147,504) |
Add back: acquisition cost | 264,883 |
Adjusted net loss | (77,882,621) |
META Excluding Optodot [Member] | |
Business Acquisition [Line Items] | |
Revenue | 10,120,865 |
Loss from operations | (80,158,252) |
Net loss | (76,075,095) |
Add back: acquisition cost | 700,404 |
Adjusted net loss | (75,374,691) |
Plasma App Ltd [Member] | |
Business Acquisition [Line Items] | |
Loss from operations | (567,475) |
Net loss | (76,271) |
Add back: acquisition cost | 16,663 |
Deduct: additional depreciation and amortization | (1,178,859) |
Adjusted net loss | (1,238,467) |
Optodot Corporation [Member] | |
Business Acquisition [Line Items] | |
Revenue | 121,174 |
Loss from operations | (2,816,441) |
Net loss | (2,731,989) |
Add back: acquisition cost | 97,712 |
Deduct: additional depreciation and amortization | (2,330,000) |
Adjusted net loss | (4,964,277) |
META Including Plasma App Ltd [Member] | |
Business Acquisition [Line Items] | |
Revenue | 10,200,167 |
Loss from operations | (82,386,234) |
Net loss | (78,223,775) |
Add back: acquisition cost | 281,546 |
Deduct: additional depreciation and amortization | (1,178,859) |
Adjusted net loss | (79,121,088) |
META Including Optodot [Member] | |
Business Acquisition [Line Items] | |
Revenue | 10,242,039 |
Loss from operations | (82,974,693) |
Net loss | (78,807,084) |
Add back: acquisition cost | 798,116 |
Deduct: additional depreciation and amortization | (2,330,000) |
Adjusted net loss | $ (80,338,968) |
Notes Receivable - Additional I
Notes Receivable - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Aug. 07, 2023 | Mar. 31, 2023 | Aug. 28, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 14, 2022 | |
Debt Instrument [Line Items] | ||||||
Notes receivable | $ 2,211,900 | |||||
Impairment loss | $ 65,600,000 | 100,000 | ||||
Gain on sale of notes receivable | 6,750,195 | |||||
Next Bridge Hydrocarbons Inc. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Fair value measurement and recorded | $ 2,200,000 | |||||
Notes receivable | $ 400,000 | |||||
Accounts and Other Receivables and Long-term Subscription Receivables | 900,000 | |||||
Impairment loss | 21,900,000 | |||||
Notes receivable, allowance for credit losses | 1,800,000 | |||||
Gain on sale of notes receivable | 6,800,000 | |||||
Next Bridge Hydrocarbons Inc. [Member] | Loan Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Notes receivable | $ 2,600,000 | |||||
Next Bridge Hydrocarbons Inc. [Member] | Loan Sale Agreement [Member] | Gregory McCabe [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Notes receivable | 24,000,000 | |||||
Cash consideration on sale of notes receivable | 6,000,000 | |||||
Aggregate purchase of common stock | $ 6,000,000 | $ 6,000,000 | ||||
Monthly stock purchase amount for first six months | 250,000 | |||||
Monthly stock purchase amount for next nine months thereafter | $ 500,000 | |||||
Percentage of 5-day VWAP of common stock on trading day preceding date of each purchase | 120% | |||||
Next Bridge Hydrocarbons Inc. [Member] | 2021 Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face amount | $ 15,000,000 | |||||
Next Bridge Hydrocarbons Inc. [Member] | 2022 Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face amount | 5,000,000 | |||||
Notes receivable maturity date | Mar. 31, 2023 | |||||
Note receivable extended maturity date | Oct. 03, 2023 | |||||
Next Bridge Hydrocarbons Inc. [Member] | 2021 Note and 2022 Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Accrued interest | $ 24,200,000 | |||||
Prepayment of loan | $ 1,000,000 |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 558,837 | $ 490,077 |
Supplies | 10,747 | 11,345 |
Work in process | 45,912 | 51,589 |
Finished goods | 43,922 | 42,058 |
Inventory provision | (490,671) | (127,042) |
Total inventory | $ 168,747 | $ 468,027 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Inventory in cost of sales | $ 0.3 | $ 0.8 |
Inventory write-down related to cost of good sold | $ 0.7 | $ 0.1 |
Prepaid Expenses And Other Cu_3
Prepaid Expenses And Other Current Assets - Summary of Prepaid Expenses And Other Current Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 1,476,981 | $ 2,835,660 |
Receivable for insurance proceeds (Note 27) | 3,100,000 | 0 |
Other current assets | 332,794 | 365,583 |
Taxes receivable | 161,588 | 4,000,856 |
Total prepaid expenses and other current assets | $ 5,071,363 | $ 7,202,099 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 62,301,597 | $ 52,954,295 |
Accumulated depreciation and impairment | (43,699,983) | (10,279,596) |
Property, plant and equipment, net | 18,601,614 | 42,674,699 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 449,872 | 439,309 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 5,184,826 | 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 | $ 1,583,617 | 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 | $ 815,777 | 606,729 |
Property, Plant and Equipment, Useful Life | 1 year | |
Manufacturing equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 23,979,024 | 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 | $ 914,265 | 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 | $ 22,794,726 | 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 | $ 202,400 | 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 | $ 6,377,090 | $ 20,337,338 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 6.5 | $ 3.6 |
Impairment loss | 65.6 | $ 0.1 |
Property, Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Impairment loss | $ 26.5 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Intangibles, Net (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 67,294,055 | $ 65,811,004 |
Accumulated amortization and impairment | (49,263,754) | (9,497,687) |
Intangibles, Net | 18,030,301 | 56,313,317 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 43,025,376 | 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 | $ 126,839 | 124,845 |
Developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 14,312,717 | 13,976,668 |
Intangibles, Useful Life (years) | 20 years | |
Customer contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 9,829,123 | $ 9,598,348 |
Intangibles, Useful Life (years) | 5 years |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) Segment ReportingUnit | Dec. 31, 2022 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 7,000,000 | $ 5,700,000 |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment, Long-Lived Asset, Held-for-Use | |
Goodwill impairment | $ 282,173,053 | |
Number of operating segment | Segment | 1 | |
Number of reporting unit | ReportingUnit | 1 | |
Patents [Member] | PAL [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | 12,600,000 | |
Impairment of intangible assets | $ 32,200,000 | |
Patents [Member] | Optodot Acquisition [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | $ 23,300,000 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 281,748,466 | $ 240,376,634 |
Additions from business combination | 42,343,552 | |
Purchase price Allocation adjustments | 1,446,639 | |
Effect of foreign exchange on goodwill | (424,587) | (2,418,359) |
Impairment | $ (282,173,053) | |
Goodwill, ending balance | $ 281,748,466 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long Term Debt (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total debt | $ 3,724,617 | $ 3,553,955 |
Less: current portion | 801,628 | 483,226 |
Long-term debt | 2,922,989 | 3,070,729 |
ACOA Business Development Program ("BDP") 2012 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 25,880 |
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 1,486,966 | 1,449,493 |
ACOA BDP 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 1,047,122 | 1,136,556 |
ACOA PBS 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 29,936 | 34,750 |
ACOA Regional Relief and Recovery Fund ("RRRF") 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 151,070 | 159,642 |
EDC 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 1,009,523 | $ 747,634 |
Long-Term Debt - Summary of L_2
Long-Term Debt - Summary of Long Term Debt (Parenthetical) (Details) | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 CAD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 CAD ($) | Dec. 31, 2022 CAD ($) | |
Debt Instrument [Line Items] | |||||
Deferred government assistance | $ 982,102 | $ 1,118,507 | |||
Revenues | $ 7,965,646 | 10,200,167 | |||
ACOA Business Development Program ("BDP") 2012 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long term debt maturity date | Jun. 01, 2023 | Jun. 01, 2023 | |||
Debt annual principal repayments commencement date | Oct. 01, 2015 | Oct. 01, 2015 | |||
Maximum contribution | $ 500,000 | ||||
Principal periodic payment | $ 5,952 | ||||
Frequency of payment | monthly | monthly | |||
Amount drawn down | $ 35,714.29 | 0 | |||
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 | 2,481,823 | $ 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 | $ 2,031,250 | $ 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 | $ 56,944 | 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 | 291,000 | 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 | |||
Amount drawn down | $ 1,800,000 | ||||
Long-term debt, term | 60 months | 60 months | |||
Deferred government assistance | $ 542,047 | ||||
Long Term debt cumulative drawdown amount | $ 1,454,167 | ||||
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 - Common stock -
Capital Stock - Common stock - Additional Information (Details) | 12 Months Ended | ||||||
Jan. 29, 2024 | Jan. 26, 2024 | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Nov. 09, 2022 USD ($) | Jun. 27, 2022 shares | ||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |||||
Common stock, shares par value | $ / shares | $ 0.001 | $ 0.001 | |||||
Options exercised to purchase equal number of common shares | 26,351 | 16,885 | |||||
Offering price | $ | $ 543,046 | $ 340,425 | |||||
Reverse stock split | one-for-one hundred | ||||||
Subsequent Event [Member] | |||||||
Class of Stock [Line Items] | |||||||
Reverse stock split ratio | 0.01 | 0.01 | |||||
Reverse stock split | 1-for-100 | 1-for-100 | |||||
Loan Sale Agreement [Member] | Gregory McCabe [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issuance of common stock, Shares | 18,517 | ||||||
Maximum [Member] | A&R Sales Agreement | At The Market Offering Program [Member] | |||||||
Class of Stock [Line Items] | |||||||
Offering price | $ | $ 250,000,000 | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Options exercised to purchase equal number of common shares | [1] | 26,351 | 16,885 | ||||
Settlement of restricted stock units, Shares | [1] | 18,083 | 6,585 | ||||
Common Stock [Member] | Plasma Acquisition [Member] | |||||||
Class of Stock [Line Items] | |||||||
Business combination equity interest issued or issuable number of shares | 10,753 | 96,774 | |||||
Common Stock [Member] | Optodot Acquisition [Member] | |||||||
Class of Stock [Line Items] | |||||||
Business combination equity interest issued or issuable number of shares | 267,663 | ||||||
Common Stock [Member] | Optodot Acquisition [Member] | Service Provider [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock issued as stock-based compensation to service provider | 2,231 | ||||||
Share price | $ / shares | $ 187 | ||||||
Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock units vested and settled equal number of common shares | 18,083 | 6,739 | |||||
Settlement of restricted stock units, Shares | 6,585 | ||||||
Tax withheld on deferred share units, Shares | 154 | ||||||
Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants exercised to purchase common shares | 5,263 | 19,886 | |||||
Number of securities called by warrant | 16,237 | 370,370 | |||||
Difference shares withheld to cover exercise cost | 3,649 | ||||||
[1] (1) In accordance with SAB Topic 4.C, all number of shares have been adjusted retroactively to reflect the Reverse Stock Split on January 29, 2024. |
Capital Stock - At-the-Market E
Capital Stock - At-the-Market Equity Offering Program - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 10, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Common stock, shares par value | $ 0.001 | $ 0.001 | |
Offering price | $ 543,046 | $ 340,425 | |
Sales Agreement [Member] | At The Market Offering Program [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares par value | $ 0.001 | ||
Sale of shares of common stock | 269,665 | ||
Share price | $ 46 | ||
Gross proceeds from issuance of common stock | $ 12,300,000 | ||
Net proceeds from issuance of common stock | $ 11,900,000 | ||
Sales Agreement [Member] | At The Market Offering Program [Member] | Maximum [Member] | |||
Class of Stock [Line Items] | |||
Offering price | $ 100,000,000 |
Capital Stock - LPC Purchase Ag
Capital Stock - LPC Purchase Agreement - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Sep. 11, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Offering price | $ 543,046 | $ 340,425 | |
Stock issuance costs paid on the issuance of common stock and warrants | $ 4,340,783 | $ 3,680,666 | |
LPC Purchase Agreement [Member] | |||
Class of Stock [Line Items] | |||
Purchase price of per share | $ 10 | ||
Percentage of shares sold | 97% | ||
Total shares sold of common stock | 105,000 | ||
Percentage of common stock shares issued | 19.99% | ||
Payment obligation under agreement | $ 50,000,000 | ||
Initial commitment fee | 500,000 | ||
Additional payment on commitment to purchase common stock | 500,000 | ||
Net proceeds from issuance of common stock | $ 2,000,000 | ||
Stock issuance costs paid on the issuance of common stock and warrants | $ 1,100,000 | ||
Maximum [Member] | LPC Purchase Agreement [Member] | |||
Class of Stock [Line Items] | |||
Offering price | $ 50,000,000 | ||
Purchase price of per share | $ 21.34 | ||
Total shares sold of common stock | 954,975 | ||
Weighted Average [Member] | LPC Purchase Agreement [Member] | |||
Class of Stock [Line Items] | |||
Share price | $ 18.69 |
Capital Stock - Registered dire
Capital Stock - Registered direct offerings - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||||||||
Feb. 21, 2024 | Dec. 06, 2023 | Dec. 04, 2023 | Apr. 14, 2023 | Jun. 27, 2022 | Dec. 31, 2023 | Jun. 27, 2023 | Feb. 10, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||||||
Common stock, shares par value | $ 0.001 | $ 0.001 | ||||||||
Warrant expiration term | 5 years 6 months | |||||||||
Recognized non-cash issuance cost | $ 0.9 | |||||||||
Sales Agreement [Member] | At The Market Offering Program [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, shares par value | $ 0.001 | |||||||||
Gross proceeds from issuance of common stock | $ 12.3 | |||||||||
Share price | $ 46 | |||||||||
Net proceeds from issuance of common stock | $ 11.9 | |||||||||
Securities Purchase Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Gross proceeds from issuance of common stock | $ 25 | $ 50 | ||||||||
Warrants fair value | $ 9.3 | $ 18.5 | ||||||||
Warrant expiration term | 5 years 6 months | |||||||||
Deducting fee percentage | 6.50% | |||||||||
Number of securities called by warrant | 750,000 | 370,370 | ||||||||
Share price | $ 6.25 | $ 22 | $ 115 | |||||||
Combined warrants price | $ 9.5 | |||||||||
Net proceeds from issuance of common stock | $ 46.3 | |||||||||
Warrants, exercise price | $ 175 | |||||||||
Combined price per share of common stock and warrant | 8 | |||||||||
Underwriting Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, shares par value | $ 0.001 | |||||||||
Underwriting agreement expire years | 5 years | |||||||||
Share price | $ 37.5 | |||||||||
Net proceeds from issuance of common stock | $ 22.1 | |||||||||
Shares issued to underwriters | 833,334 | |||||||||
Combined price per share of common stock and warrant | $ 30 | |||||||||
June 2022 Warrant Amendment [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of securities called by warrant | 259,259 | |||||||||
Warrants, exercise price | $ 9.5 | |||||||||
June 2022 Warrant [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants | 230,000 | |||||||||
June 2022 Warrant [Member] | Securities Purchase Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of securities called by warrant | 259,259 | |||||||||
Warrants, exercise price | $ 9.5 | |||||||||
June 2022 Warrant [Member] | Five Year Anniversery After Amendment [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants | 230,000 | |||||||||
June 2022 Warrant [Member] | Five Year Anniversary Initial Exercise Date [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants | 29,259 | |||||||||
April 2023 Warrant [Member] | At The Market Offering Program [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants, exercise price | $ 17.4 | |||||||||
April 2023 Warrant [Member] | December 2023 Offering [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants, exercise price | $ 7.6 | |||||||||
Pre-Funded Warrants [Member] | February 2024 Offering [Member] | Subsequent Event [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Combined warrants price | $ 4.039 | |||||||||
February 2024 Warrants [Member] | February 2024 Offering [Member] | Subsequent Event [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued | 600,000 | |||||||||
Combined warrants price | $ 4.04 | |||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Gross proceeds from issuance of common stock | $ 6 | |||||||||
Number of shares issued | 750,000 | 370,370 | ||||||||
Adjusted warrants | 25,000 | |||||||||
Purchase price of per share | $ 0.001 | $ 135 | ||||||||
Warrants fair value | 2.4 | |||||||||
Common stock fair value | 3.6 | $ 15.7 | $ 27.9 | |||||||
Net proceeds from issuance of common stock | $ 5.4 | |||||||||
Warrants, exercise price | $ 175 | |||||||||
Common Stock [Member] | June 2022 Warrant Amendment [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants, exercise price | $ 9.5 | |||||||||
Common Stock [Member] | February 2024 Offering [Member] | Subsequent Event [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Net proceeds from issuance of common stock | $ 3 | |||||||||
Common Stock [Member] | Pre-Funded Warrants [Member] | February 2024 Offering [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of securities called by warrant | 250,000 | |||||||||
Common Stock [Member] | February 2024 Warrants [Member] | February 2024 Offering [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of securities called by warrant | 850,000 | |||||||||
Warrant [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of securities called by warrant | 370,370 | 16,237 | ||||||||
Warrants | 1,974,280 | 399,209 | 52,788 | |||||||
Warrant [Member] | June 2022 Warrant [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants | 29,259 |
Capital Stock - Warrants - Addi
Capital Stock - Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||||
Dec. 06, 2023 | Dec. 04, 2023 | Nov. 07, 2023 | Jun. 27, 2023 | Jun. 27, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||||
Warrant expiration term | 5 years 6 months | ||||||
Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issued warrants | 1,583,334 | 373,370 | |||||
Warrants to purchase common stock | 370,370 | 16,237 | |||||
External Consultants [Member] | |||||||
Class of Stock [Line Items] | |||||||
Exercise price of warrants | $ 118 | ||||||
Warrants to purchase common stock | 3,000 | ||||||
Expected term of warrants | 5 years | ||||||
June 2022 Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issued warrants | 259,259 | ||||||
April 2023 Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issued warrants | 833,334 | ||||||
April 2023 Warrant [Member] | LPC Purchase Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issued warrants | 828,070 | ||||||
Exercise price of warrants | $ 9.7 | ||||||
Deemed Dividend | $ 1 | ||||||
April 2023 Warrant [Member] | At The Market Offering Program [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issued warrants | 833,334 | ||||||
Exercise price of warrants | $ 17.4 | ||||||
Deemed Dividend | $ 2 | ||||||
December 2023 Offering [Member] | April 2023 Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issued warrants | 828,070 | ||||||
Exercise price of warrants | $ 7.6 | ||||||
Deemed Dividend | $ 0.2 | ||||||
June 2022 Warrant Amendment [Member] | |||||||
Class of Stock [Line Items] | |||||||
Exercise price of warrants | $ 9.5 | ||||||
Non-cash issuance cost | $ 0.9 | ||||||
Warrants to purchase common stock | 259,259 | ||||||
June 2022 Warrant Amendment [Member] | Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Exercise price of warrants | $ 9.5 | ||||||
Securities Purchase Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Exercise price of warrants | $ 175 | ||||||
Warrants to purchase common stock | 750,000 | 370,370 | |||||
Warrant expiration term | 5 years 6 months | ||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Exercise price of warrants | $ 175 | ||||||
Securities Purchase Agreement [Member] | June 2022 Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Exercise price of warrants | $ 9.5 | ||||||
Warrants to purchase common stock | 259,259 | ||||||
February 2024 RDO Offering | June 2022 Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants to purchase common stock | 74,074 |
Capital Stock - Summary of Chan
Capital Stock - Summary of Changes in Warrants (Details) - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||
Balance, beginning of period, shares | 399,209 | 52,788 |
Balance, beginning of period | $ 25,319,193 | $ 6,959,800 |
Issued, shares | 1,583,334 | 373,370 |
Issued | $ 11,683,359 | $ 18,714,297 |
Exercised, shares | (5,263) | (19,886) |
Exercised | $ (62,264) | $ (253,741) |
Expired, shares | (3,000) | (7,063) |
Expired | $ (1,859,821) | $ (101,163) |
Change in fair value due to repricing of April 2023 and June 2022 warrants | $ 4,189,400 | |
Balance, end of period, shares | 1,974,280 | 399,209 |
Balance, end of period | $ 39,269,867 | $ 25,319,193 |
Capital Stock - Summary of Fair
Capital Stock - Summary of Fair Value of Warrants Issued Using Block-Scholes Option Pricing Model (Details) - Black-Scholes Option Pricing Model [Member] - Weighted Average [Member] | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 12 | 53 |
Expected term of warrants | 4 years 9 months 18 days | 5 years |
Risk free interest rate [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 4.11 | 3.18 |
Expected volatility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 85 | 89 |
Expected dividend yield [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
Stock-Based Payments - Addition
Stock-Based Payments - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 03, 2021 | |
Stock-based compensation expense | $ (298,528) | $ 13,619,729 | |
Share based payment award, Contractual term | 3 years 8 months 1 day | ||
Shares granted during period | 62,961 | 143,190 | |
Weighted average Grant date fair value | $ 14 | $ 81 | |
Restricted Stock Units (RSUs) [Member] | |||
Stock-based compensation expense | $ 4,765 | $ 4,653,947 | |
Unrecognized compensation cost | $ 2,100,000 | 5,700,000 | |
Unrecognized compensation cost recognition period | 4 years | ||
DSU Plan [Member] | |||
Stock-based compensation expense | $ 100,000 | ||
Unrecognized compensation cost | 100,000 | ||
Employee Stock Option Plan [Member] | |||
Unrecognized compensation cost | $ 900,000 | $ 4,100,000 | |
Unrecognized compensation cost recognition period | 4 years | ||
2015 Stock Option and Grant Plan [Member] | |||
Shares reserved for future issuance | 35,000 | ||
2018 Stock Option and Grant Plan [Member] | |||
Shares reserved for future issuance | 64,457 | ||
2021 Equity Incentive Plan [Member] | |||
Shares reserved for future issuance | 349,457 |
Stock-Based Payments - Summary
Stock-Based Payments - Summary of Change in Outstanding Shares (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
RSUs [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding, beginning of period | 65,070 | 3,000 |
Granted | 170,925 | 72,073 |
Forfeited | (127,187) | (3,264) |
Awards vested and settled | (18,083) | (6,739) |
Outstanding, end of period | 90,725 | 65,070 |
Weighted average grant date fair value, beginning balance | $ 171 | $ 642.67 |
Grants in period, weighted average grant date fair value | 18.05 | 145.44 |
Forfeited, Weighted Average grant date fair value | 238.92 | 159.84 |
Vested and settled, Weighted Average grant date fair value | 43.85 | 115.11 |
Weighted average grant date fair value, ending balance | $ 49.16 | $ 171 |
Vested, end of period, Number of RSUs | 2,230 | |
Vested, end of period, Weighted Average grant date fair value | $ 7.77 | |
DSU Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding, beginning of period | 39,102 | 36,470 |
Granted | 11,155 | 2,632 |
Outstanding, end of period | 50,257 | 39,102 |
Weighted average grant date fair value, beginning balance | $ 31.86 | $ 21.82 |
Grants in period, weighted average grant date fair value | 15.55 | 171 |
Weighted average grant date fair value, ending balance | $ 29.57 | $ 31.86 |
Stock-Based Payments - Summar_2
Stock-Based Payments - Summary of Stock-Based Compensation Expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ (298,528) | $ 13,619,729 |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 4,765 | 4,653,947 |
Employee Stock Option Plan [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | (81,300) | 8,616,538 |
Cost of Sales | Restricted Stock Units (RSUs) [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 334,645 | 544,468 |
Selling & marketing | Restricted Stock Units (RSUs) [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | (35,411) | 376,449 |
Selling & marketing | Employee Stock Option Plan [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 6,022 | 195,041 |
General & Administrative | Restricted Stock Units (RSUs) [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | (236,857) | 1,631,995 |
General & Administrative | Employee Stock Option Plan [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | (221,099) | 5,930,518 |
Research & development | Restricted Stock Units (RSUs) [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | (57,612) | 2,101,035 |
Research & development | Employee Stock Option Plan [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 133,777 | $ 2,490,979 |
Stock-Based Payments - Summar_3
Stock-Based Payments - Summary of Change in Share Outstanding Options (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Outstanding, beginning of period, Number of options | 335,950 | 214,046 | |
Granted, Number of options | 62,961 | 143,190 | |
Exercised, Number of options | (26,351) | (16,885) | |
Forfeited, Number of options | (183,020) | (4,401) | |
Outstanding, end of period, Number of options | 189,540 | 335,950 | 214,046 |
Exercisable, end of period | 121,356 | 243,276 | |
Outstanding, beginning of period, Average exercise price per stock option | $ 80 | $ 46 | |
Granted, Average exercise price per stock option | 15.58 | 140.74 | |
Exercised, Average exercise price per stock option | 27 | 27 | |
Forfeited, Average exercise price per stock option | 84.75 | 102.37 | |
Outstanding, end of period, Average exercise price per stock option | 62.23 | $ 80 | $ 46 |
Exercisable, end of period | $ 69.97 | ||
Outstanding, Average exercise remaining contractual term (years) | 4 years 8 months 4 days | 9 years 3 months 21 days | 7 years 4 months 2 days |
Exercisable, Average exercise remaining contractual term (years) | 3 years 8 months 1 day | ||
Outstanding, Aggregate intrinsic value | $ 17,611,251 | $ 56,924,556 |
Stock-Based Payments - Summar_4
Stock-Based Payments - Summary of Stock Options Outstanding (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 189,540 | 335,950 |
Number exercisable | 121,356 | 243,276 |
$2.00 - $27.00 | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 124,383 | 181,286 |
Number exercisable | 75,457 | 155,493 |
$89.00 - $100.00 | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 14,918 | 29,847 |
Number exercisable | 11,793 | 18,224 |
$117.00 - $126.00 | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 15,029 | 27,827 |
Number exercisable | 8,446 | 9,321 |
$131.00 - $158.00 | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 24,460 | 67,299 |
Number exercisable | 16,286 | 30,547 |
$197.00 - 200.00 | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 10,750 | 29,691 |
Number exercisable | 9,374 | 29,691 |
Stock-Based Payments - Summar_5
Stock-Based Payments - Summary of Stock Options Outstanding (Parenthetical) (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | $ 62.23 | $ 80 | $ 46 |
$2.00 - $27.00 | Minimum [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 12 | 12 | |
$2.00 - $27.00 | Maximum [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 27 | 27 | |
$89.00 - $100.00 | Minimum [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 89 | 89 | |
$89.00 - $100.00 | Maximum [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 100 | 100 | |
$117.00 - $126.00 | Minimum [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 117 | 117 | |
$117.00 - $126.00 | Maximum [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 126 | 126 | |
$131.00 - $158.00 | Minimum [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 131 | 131 | |
$131.00 - $158.00 | Maximum [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 158 | 158 | |
$197.00 - 200.00 | Minimum [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | 197 | 197 | |
$197.00 - 200.00 | Maximum [Member] | |||
Schedule Of Stock Options Outstanding [Line Items] | |||
Exercise price | $ 200 | $ 200 |
Stock-Based Payments - Summar_6
Stock-Based Payments - Summary of Fair Value Grant Using Weighted-Average Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions [Line Items] | ||
Weighted average grant date fair value | $ 14 | $ 81 |
Weighted average expected volatility | 87% | 81% |
Weighted average risk-free interest rate | 4.16% | 2.56% |
Weighted average expected life of the options | 5 years 25 days | 4 years 2 months 8 days |
Income Taxes - Summary of Losse
Income Taxes - Summary of Losses before Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (305,558,883) | $ (58,490,568) |
Foreign | (96,016,868) | (26,445,816) |
Loss before income taxes | $ (401,575,751) | $ (84,936,384) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current tax expense | ||
United States | $ 1,737 | $ 1,256 |
Current tax expense | 1,737 | 1,256 |
Deferred tax benefit | ||
United States | (4,893,000) | |
Foreign | (3,345,950) | (942,416) |
Deferred tax benefit | (3,345,950) | (5,835,416) |
Income tax recovery | $ (3,344,213) | $ (5,834,160) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Line Items] | ||
Valuation allowance | $ 68,666,432 | $ 41,688,855 |
Net deferred tax liability | 0 | 3,253,985 |
Net operating loss carryforwards | 143,900,000 | 111,400,000 |
Gross deferred tax assets | $ 72,600,000 | $ 55,200,000 |
Net operating loss carry forward expiration year starting | 2028 | |
Optodot Corporation [Member] | ||
Income Taxes [Line Items] | ||
Valuation allowance | $ 4,900,000 | |
Net deferred tax liability | $ 4,900,000 |
Income Taxes - Summary of Inc_2
Income Taxes - Summary of Income Tax Provision reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Tax computed at federal statutory rate | $ (84,364,447) | $ (17,836,641) |
State income taxes, net of federal benefit | (1,735,944) | (1,428,381) |
Capital loss | (910,340) | (7,192,458) |
Goodwill impairment | 59,242,764 | |
Other permanent items | 1,697,269 | (3,750,116) |
Foreign currency and other | 185,860 | |
Research and development credit | (508,993) | (319,137) |
Foreign rate differential | (5,405,405) | (1,484,069) |
Provision to return | (11,394) | 1,595,074 |
Deferred true-ups | 1,674,700 | 1,525,095 |
Change in valuation allowance | 26,977,577 | 22,870,613 |
Income tax recovery | $ (3,344,213) | $ (5,834,160) |
Effective tax rate | 0.83% | 6.87% |
Income Taxes - Summary of Inc_3
Income Taxes - Summary of Income Tax Provision reconciliation (Parenthetical) (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Percentage of federal and provincial income tax rate | 21% | 21% |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Non-capital losses | $ 39,878,943 | $ 30,527,370 |
Capital loss carryforward | 7,564,389 | 7,228,389 |
Stock-based compensation | 5,346,259 | 5,718,562 |
Allowance for doubtful accounts | 4,609,247 | |
Research and development tax credits | 5,031,651 | 2,824,760 |
Research and development expense capitalization | 3,888,782 | 2,198,314 |
Reserves and other accruals | 1,955,147 | 1,144,703 |
Operating lease right-of-use assets | 1,607,756 | 808,717 |
Property plant and Equipment | 7,063,161 | |
Intangible assets | 89,934 | 72,895 |
Other assets | 173,453 | 37,426 |
Total gross deferred tax assets | 72,599,475 | 55,170,383 |
Less: valuation allowance | (68,666,432) | (41,688,855) |
Deferred tax assets total | 3,933,043 | 13,481,528 |
Deferred tax liabilities | ||
Intangible assets | (3,658,773) | (12,355,386) |
Property, plant and equipment | (2,791,147) | |
Long-term operating lease liabilities | (134,855) | (1,234,015) |
Long-term debt | (139,415) | (189,260) |
Funding obligation | (112,974) | |
Other liabilities | (52,731) | |
Deferred tax liabilities, gross, total | (3,933,043) | (16,735,513) |
Net deferred tax liability | $ 0 | $ (3,253,985) |
Net Loss Per Share - Summary Ba
Net Loss Per Share - Summary Basic and Diluted Net Loss Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net loss | $ (398,231,538) | $ (79,102,224) |
Deemed dividends for down round provision in warrants | (3,283,667) | |
Net loss available to common stockholders, basic | $ (401,515,205) | $ (79,102,224) |
Denominator: | ||
Weighted-average shares, basic | 5,763,446 | 3,283,505 |
Weighted-average shares, diluted | 5,763,446 | 3,283,505 |
Net loss per share | ||
Basic | $ (69.67) | $ (24.09) |
Diluted | $ (69.67) | $ (24.09) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,304,802 | 839,331 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 189,540 | 335,950 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,974,280 | 399,209 |
RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 90,725 | 65,070 |
DSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 50,257 | 39,102 |
Additional Cash Flow Informat_3
Additional Cash Flow Information - Summary of Net Changes in Operating Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Increase (Decrease) in Operating Capital [Abstract] | ||
Grants receivable | $ (3,689) | $ 172,765 |
Inventory | (372,601) | (319,116) |
Accounts and other receivables | (29,357) | 287,320 |
Prepaid expenses and other current assets | 2,530,367 | (4,799,174) |
Trade payables, accruals and other accruals | 22,428 | 5,410,515 |
Restructuring costs accrual | 1,181,781 | 0 |
Due from related party | (21,666) | (108,102) |
Operating lease Right-of-use Asset | 0 | (231) |
Operating lease liabilities | (1,522,283) | (997,067) |
Total | $ 1,784,980 | $ (353,090) |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of Financial Instruments (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Funding obligation | $ 982,912 | $ 180,705 |
Operating lease liabilities | 7,426,520 | |
Long-term debt | 3,724,617 | 3,553,955 |
Carrying Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Funding obligation | 982,912 | 180,705 |
Operating lease liabilities | 7,426,520 | 4,342,157 |
Long-term debt | 3,724,617 | 3,553,955 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Funding obligation | 982,912 | 85,411 |
Operating lease liabilities | 9,782,069 | 5,666,940 |
Long-term debt | $ 3,970,061 | $ 2,663,460 |
Fair value measurements (Additi
Fair value measurements (Additional Information) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Impairment Charges | $ 65,600,000 | $ 100,000 |
Nonrecurring Fair Value Measurements | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Other Assets | $ 0 | $ 0 |
Revenue - Summary of Revenues D
Revenue - Summary of Revenues Disaggregated (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 7,965,646 | $ 10,200,167 | |
Product sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 117,354 | 1,211,746 | |
Licensing revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 625,151 | 337,876 | |
Contract revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 5,743,233 | 8,471,243 |
Other development revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,479,908 | 179,302 | |
Development revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 7,223,141 | $ 8,650,545 | |
[1] A portion of contract revenue represents previously recorded deferred revenue that was recognized as revenue after satisfaction of performance obligations either through passage of time or after completion of specific performance milestones. Refer to Note 18 for outstanding contracts. |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) Segment Customer | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2023 USD ($) | Aug. 31, 2023 USD ($) | ||
Disaggregation of Revenue [Line Items] | |||||||
Number of operating segment | Segment | 1 | ||||||
Total revenue | $ 7,965,646 | $ 10,200,167 | |||||
Development contract value | 22,700,000 | $ 41,500,000 | $ 6,200,000 | $ 2,100,000 | |||
Development contract period maximum | 5 years | ||||||
Global Battery Maker [Member] | JDA [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | $ 400,000 | $ 1,100,000 | |||||
Contract revenue [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Number of major customers | Customer | 2 | ||||||
Total revenue | [1] | $ 5,743,233 | 8,471,243 | ||||
Contract revenue [Member] | A G10 Central Bank [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | $ 8,600,000 | ||||||
Contract revenue [Member] | Global Battery Maker [Member] | JDA [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Consideration received from research and development services | $ 1,500,000 | $ 1,500,000 | |||||
Term of contract | 12 months | 12 months | |||||
Contract revenue [Member] | Customer One [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | $ 5,700,000 | ||||||
Contract revenue [Member] | Customer Two [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Total revenue | $ 1,100,000 | ||||||
Contract revenue [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | A G10 Central Bank [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Concentration risk, percentage | 84% | ||||||
Contract revenue [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | Minimum [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Concentration risk, percentage | 10% | ||||||
Contract revenue [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Concentration risk, percentage | 71% | ||||||
Contract revenue [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Concentration risk, percentage | 14.10% | ||||||
[1] A portion of contract revenue represents previously recorded deferred revenue that was recognized as revenue after satisfaction of performance obligations either through passage of time or after completion of specific performance milestones. Refer to Note 18 for outstanding contracts. |
Deferred Revenue - Summary of D
Deferred Revenue - Summary of Deferred Revenue (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | $ 1,473,592 | $ 1,210,309 | $ 1,400,000 |
Less: current portion | (1,054,557) | (730,501) | |
Deferred Revenue, Noncurrent | 419,035 | 479,808 | |
Holography-Exclusive Rights [member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | 491,344 | 575,770 | |
Holography-Advance Against PO [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | 470,588 | 459,539 | |
Nanoweb-Advance Payment [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | 110,700 | $ 175,000 | |
JDA with Global Battery Maker [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | 375,000 | ||
Authentication [Member] | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | $ 25,960 |
Deferred Revenue - Summary of_2
Deferred Revenue - Summary of Deferred Revenue (Parenthetical) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Sep. 18, 2018 | Sep. 13, 2018 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 07, 2018 | Jul. 20, 2018 | ||
Deferred Revenue Arrangement [Line Items] | ||||||||
Revenue recognized | $ 7,965,646 | $ 10,200,167 | ||||||
Contract Revenue [Member] | ||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||
Revenue recognized | [1] | 5,743,233 | 8,471,243 | |||||
Joint Development Agreement [Member] | Global Battery Maker [Member] | ||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||
Revenue recognized | $ 400,000 | 1,100,000 | ||||||
Joint Development Agreement [Member] | Contract Revenue [Member] | Global Battery Maker [Member] | ||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||
Consideration received from research and development services | $ 1,500,000 | $ 1,500,000 | ||||||
Term of contract | 12 months | 12 months | ||||||
Satair A S Exclusive Rights [Member] | ||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||
Distribution agreement term | 10 years | |||||||
Development revenue | $ 1,000,000 | $ 84,426 | $ 99,629 | |||||
Development period | 8 years | |||||||
Repayment of revenue on contract termination | $ 0 | |||||||
Purchase order | $ 2,000,000 | |||||||
Partial advance received | $ 500,000 | |||||||
Satair A S Exclusive Rights [Member] | RBC [Member] | Letter of Credit [Member] | ||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||
Line of credit facility | $ 0 | |||||||
[1] A portion of contract revenue represents previously recorded deferred revenue that was recognized as revenue after satisfaction of performance obligations either through passage of time or after completion of specific performance milestones. Refer to Note 18 for outstanding contracts. |
Deferred Revenue - Additional I
Deferred Revenue - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Revenue [Abstract] | |||
Revenues | $ 200,000 | $ 100,000 | |
Deferred revenue | $ 1,473,592 | $ 1,210,309 | $ 1,400,000 |
Deferred Government Assistanc_2
Deferred Government Assistance - Additional Information (Details) - USD ($) | 12 Months Ended | |||||
Dec. 20, 2022 | Mar. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 10, 2022 | May 15, 2018 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Deferred government assistance income recognized | $ 85,915 | |||||
SDTC [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Government assistance recognized | 100,000 | $ 0 | ||||
Government assistance contribution amount | $ 4,200,000 | |||||
Percentage of additional contribution received | 5% | |||||
Additional contribution received | $ 200,000 | |||||
EDC [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Government assistance recognized | 0 | $ 0 | ||||
Government assistance contribution amount | $ 1,500,000 | |||||
Government assistance contribution amount received | $ 1,100,000 | |||||
Additional contribution received | $ 400,000 |
Deferred Government Assistanc_3
Deferred Government Assistance - Schedule of Deferred Government Assistance (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Carrying amount | $ 982,102 | $ 1,118,507 |
Less: current portion | (590,954) | (799,490) |
Deferred government assistance non-current | 391,148 | 319,017 |
SDTC [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Carrying amount | 572,267 | 799,490 |
Deferred Government Assistance [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Carrying amount | $ 409,835 | $ 319,017 |
Deferred Government Assistanc_4
Deferred Government Assistance - Summary of Government Assistance Recognized in Statements of Operations and Comprehensive Loss (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Government Assistance [Abstract] | ||
SR&ED | $ 434,517 | |
SDTC | 85,915 | |
Payroll subsidies | 62,324 | $ 77,075 |
Amortization of deferred government assistance | 3,047 | |
R&D tax credit | 138,410 | |
Government assistance income recognized | $ 582,756 | $ 218,532 |
Interest Expense, Net - Summary
Interest Expense, Net - Summary of Interest Expense, Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Banking and Thrift, Interest [Abstract] | ||
Non-cash interest accretion | $ (372,000) | $ (403,317) |
Interest & bank charges | (55,756) | 133,518 |
Interest income | 49,099 | 95,565 |
Interest expense, net | $ (378,657) | $ (174,234) |
Other Expenses, Net - Schedule
Other Expenses, Net - Schedule of Other Expenses, Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | ||
O&G assets maintenance cost | $ 0 | $ (3,859,851) |
Credit loss expense | (1,799,977) | 0 |
Interest income from Next Bridge | 966,827 | 0 |
Government assistance (Note 19) | 582,756 | 218,532 |
Other income | 335,163 | 72,038 |
Fair value gain (loss) on long-term debt | (53,711) | 56,185 |
Fair value gain (loss) on funding obligation (Note 22) | (768,449) | 79,339 |
Other expenses, net | $ (737,391) | $ (3,433,757) |
Funding Obligation - Additional
Funding Obligation - Additional Information (Details) $ in Millions, $ in Millions | 1 Months Ended | 12 Months Ended |
Jun. 30, 2019 CAD ($) Tranche Milestone | Dec. 31, 2023 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Number of funding tranches | Tranche | 2 | |
Number of milestones achieved | Milestone | 2 | |
Percentage of sales revenue used for repayment of funds | 10% | |
Proceeds from funding obligation upon achievement of milestone | $ 1.3 | |
Non-cash adjustment to funding obligation | $ 0.8 |
Funding Obligation - Schedule o
Funding Obligation - Schedule of Funding Obligation (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Outstanding obligation | $ 982,912 | $ 959,835 |
Fair value of interest-free component | (852,573) | |
Principal adjusted for interest-free component | 982,912 | 107,262 |
Accumulated non-cash interest accretion | 73,443 | |
Contractual obligation | 982,912 | 180,705 |
Less current portion | $ (982,912) | |
Funding obligation | $ 180,705 |
Funding Obligation - Schedule_2
Funding Obligation - Schedule of Funding Obligation (Parenthetical) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Funding obligation, fair value measurement, effective interest rate | 19.17% | 15% |
Gain (loss) on funding obligation | $ 0.1 |
Leases - Additional Information
Leases - Additional Information (Details) | 12 Months Ended | ||||
Oct. 01, 2022 USD ($) ft² | Sep. 30, 2022 ft² | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 23, 2023 USD ($) | |
Operating lease right-of-use ("ROU") assets | $ 1,200,417 | $ 5,576,824 | |||
Operating lease liability | 7,426,520 | ||||
Impairment loss on ROU assets | $ 6,900,000 | $ 0 | |||
Columbia [Member] | |||||
Lease, term of contract | 11 years | ||||
Lessee, Operating Lease, Existence of Option to Terminate [true false] | true | ||||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | ||||
Contractual obligation option to renew lease for additional term | 5 years | ||||
Land under lease | ft² | 11,642 | ||||
Operating lease right-of-use ("ROU") assets | $ 2,200,000 | ||||
Operating lease liability | $ 2,200,000 | ||||
Lease commencement date | Jun. 23, 2023 | ||||
Lease, description of option to terminate | The agreement also provides the one-time option to terminate the lease effective as of the last date of the 73rd month of the lease term. | ||||
Billerica [Member] | |||||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | ||||
Contractual obligation option to renew lease for additional term | 5 years | ||||
Land under lease | ft² | 12,655 | ||||
Billerica [Member] | Phase One [Member] | |||||
Lease, term of contract | 5 years 6 months | ||||
Monthly lease payments | $ 19,543 | ||||
Annual upward adjustment | 3% | ||||
Additional monthly lease payments | $ 100,000 | ||||
Land under lease | ft² | 8,097 | ||||
Operating lease right-of-use ("ROU") assets | $ 1,100,000 | ||||
Operating lease liability | $ 1,100,000 | ||||
Lease commencement date | Jul. 01, 2023 | ||||
Billerica [Member] | Phase Two [Member] | |||||
Land under lease | ft² | 4,558 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease, Cost [Abstract] | ||
Operating lease expense | $ 2,248,287 | $ 2,057,157 |
Short term lease expense | 311,107 | 584,645 |
Variable and other lease expense | 533,621 | 263,500 |
Total | $ 3,093,015 | $ 2,905,302 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Payments Under Non-cancelable Operating Lease Obligations (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2024 | $ 1,969,721 | |
2025 | 1,732,924 | |
2026 | 1,590,697 | |
2027 | 1,172,341 | |
2028 | 1,180,761 | |
Thereafter | 3,834,677 | |
Total minimum lease payments | 11,481,121 | |
Less: interest | (4,054,601) | |
Present value of net minimum lease payments | 7,426,520 | |
Less: current portion of lease liabilities | (1,452,863) | $ (967,126) |
Total long-term lease liabilities | $ 5,973,657 | $ 3,375,031 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted Average Remaining Lease Term | 5 years | 5 years |
Weighted Average Discount Rate | 12.84% | 17.17% |
Realignment and Consolidation_2
Realignment and Consolidation Plan - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Realignment and consolidation plan, initiation date | Jun. 06, 2023 | |
Restructuring expense | $ 3,883,706 | |
Provisions for severance payments | 1,200,000 | |
Contract termination costs | 1,200,000 | |
Cash payments for restructuring | 2,700,000 | |
Non-cash impairment loss | 65,600,000 | |
Impairment loss | 65,600,000 | $ 100,000 |
Impairment loss on ROU assets | 6,900,000 | $ 0 |
Leasehold Improvements [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Impairment loss | 17,700,000 | |
Offices and Facilities [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Impairment loss on ROU assets | 6,100,000 | |
Offices and Facilities Sublease [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Impairment loss on ROU assets | 800,000 | |
Property, Plant and Equipment [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Impairment loss | 26,500,000 | |
PAL [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Impairment loss | 10,000,000 | |
Patents | PAL [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Impairment of intangible assets | $ 32,200,000 |
Segment and Geographic Inform_3
Segment and Geographic Information - Schedule Net Revenues by Major Geographic Area (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 7,965,646 | $ 10,200,167 |
Product sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 117,354 | 1,211,746 |
Development revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,223,141 | 8,650,545 |
Licensing revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 625,151 | 337,876 |
United States | Product sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 48,245 | 415,578 |
United States | Development revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 7,072,202 | 8,631,248 |
United States | Licensing revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 250,649 | 158,931 |
Canada | Product sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 24,204 | 246,249 |
Canada | Development revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 0 | 0 |
Canada | Licensing revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 112,110 | 45,881 |
Other countries | Product sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 44,905 | 549,919 |
Other countries | Development revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 150,939 | 19,297 |
Other countries | Licensing revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 262,392 | $ 133,064 |
Segment and Geographic Inform_4
Segment and Geographic Information - Schedule of Property Plant and Equipment Net per Geographic Region (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 18,601,614 | $ 42,674,699 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 0 | 6,238,328 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 18,333,413 | 35,596,217 |
Other countries | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 268,201 | $ 840,154 |
Segment and Geographic Inform_5
Segment and Geographic Information (Additional Information) (Details) | 12 Months Ended |
Dec. 31, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of Operating segment | 1 |
Number of Reportable segment | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Lamda Guard Technologies Ltd or Lamda [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Other Liabilities, Current | $ 29,906 | $ 8,461 |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||||||||
Feb. 08, 2024 USD ($) | Dec. 20, 2023 USD ($) | Sep. 29, 2023 | Sep. 21, 2023 USD ($) | Nov. 01, 2022 | Jul. 25, 2022 USD ($) | Jan. 15, 2021 USD ($) Patent | Sep. 30, 2022 USD ($) Pounds | Dec. 31, 2023 USD ($) Installment | Dec. 31, 2022 USD ($) | Mar. 31, 2022 | Dec. 31, 2018 USD ($) | |
Payments of civil money penalty amount | $ 1,000,000 | |||||||||||
Number of installments in civil money penalty amount | Installment | 4 | |||||||||||
Royalties | $ 0 | $ 0 | ||||||||||
Accruals and other payables | 7,249,291 | $ 9,752,713 | ||||||||||
Amended Supply Agreement [Member] | ||||||||||||
Purchase obligation, agreement period | 3 years | |||||||||||
Non-cancelable orders | 300,000 | |||||||||||
Nevada Shareholder Action [Member] | ||||||||||||
Insurance recoveries | $ 2,850,000 | |||||||||||
Litigation settlement, amount awarded to other party | $ 3,000,000 | |||||||||||
American Paint and Coatings Company [Member] | Minimum Purchase Obligation [Member] | ||||||||||||
Raw materials purchased | Pounds | 20,000 | |||||||||||
Purchase obligation, agreement period | 3 years | |||||||||||
Minimum purchase obligation | $ 1,100,000 | |||||||||||
Accruals and other payables | 400,000 | |||||||||||
Non-cancelable orders | 700,000 | |||||||||||
Vlepsis Technology [Member] | ||||||||||||
Percentage of net profit equilavant of allocate bonus pool | 50% | |||||||||||
RBC [Member] | Satair [Member] | Letter of Credit [Member] | ||||||||||||
Line of credit facility, maximum borrowing capacity | $ 500,000 | |||||||||||
Accruals and Other Payables [Member] | ||||||||||||
Payments of civil money penalty amount | 1,000,000 | |||||||||||
Accruals and Other Payables [Member] | WestPark Capital Group, LLC [Member] | ||||||||||||
Litigation liability | $ 300,000 | |||||||||||
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 Court granted our motion to dismiss on September 29, 2023 and entered judgment on the defendants' behalf on October 3, 2023. On October 27, 2023, the lead plaintiffs filed a motion to vacate judgment and for leave to amend the pleadings. | |||||||||||
Loss contingency, date of dismissal | Sep. 29, 2023 | |||||||||||
Insurance recoveries | $ 2,850,000 | |||||||||||
Litigation settlement, amount awarded to other party | $ 3,000,000 | |||||||||||
Securities Class Action [Member] | Accruals and Other Payables [Member] | ||||||||||||
Legal settlement payment | $ 3,000,000 | |||||||||||
Breach of Contract [Member] | WestPark Capital Group, LLC [Member] | ||||||||||||
Monetary relief, sought value | $ 500,000 | |||||||||||
Breach of Contract [Member] | M.R.S. Constructions Limited [Member] | ||||||||||||
Trade payables | $ 1,000,000 | |||||||||||
Breach of Contract [Member] | M.R.S. Constructions Limited [Member] | Subsequent Event [Member] | ||||||||||||
Monetary relief, sought value | $ 1,000,000 | |||||||||||
Litigation fees claim | $ 1,000,000 | |||||||||||
Nanotech security corp [Member] | ||||||||||||
Number of patents purchased | Patent | 6 | |||||||||||
Revenue related to patents purchased | $ 100,000 | |||||||||||
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 royalties shared | 5 years | |||||||||||
Other Revenue [Member] | Maximum [Member] | ||||||||||||
Percentage of royalties on other revenues related to patents | 6% | |||||||||||
Other Revenue [Member] | Minimum [Member] | ||||||||||||
Percentage of royalties on other revenues related to patents | 3% |
Commitments and contingencies_2
Commitments and contingencies - Summary of Contractual Cash Obligations (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Loss Contingencies [Line Items] | ||
Contractual obligation | $ 982,912 | $ 180,705 |
Long-Term Debt [Member] | ||
Loss Contingencies [Line Items] | ||
2024 | 1,050,216 | |
2025 | 1,024,281 | |
2026 | 1,182,354 | |
2027 | 560,974 | |
2028 | 555,706 | |
Thereafter | 662,519 | |
Contractual obligation | 5,036,050 | |
Other Contractual Commitment [Member] | ||
Loss Contingencies [Line Items] | ||
2024 | 1,181,067 | |
2025 | 118,851 | |
2026 | 29,713 | |
Contractual obligation | 1,329,631 | |
Contractual Cash Obligations [Member] | ||
Loss Contingencies [Line Items] | ||
2024 | 2,231,283 | |
2025 | 1,143,132 | |
2026 | 1,212,067 | |
2027 | 560,974 | |
2028 | 555,706 | |
Thereafter | 662,519 | |
Contractual obligation | $ 6,365,681 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Feb. 21, 2024 | Feb. 19, 2024 | Feb. 08, 2024 | Jan. 29, 2024 | Jan. 26, 2024 | Dec. 06, 2023 | Dec. 04, 2023 | Jun. 27, 2022 | Jan. 21, 2024 | Dec. 31, 2022 |
Subsequent Event [Line Items] | ||||||||||
Reverse stock split | one-for-one hundred | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Reverse stock split | 1-for-100 | 1-for-100 | ||||||||
February 2024 Offering | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Net proceeds received from offering | $ 3,000,000 | |||||||||
Securities Purchase Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants to purchase common stock | 750,000 | 370,370 | ||||||||
Exercise price of warrants | $ 175 | |||||||||
Net proceeds received from offering | $ 46,300,000 | |||||||||
Letter Agreement [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Reverse stock split | 1-for-100 | |||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued | 750,000 | 370,370 | ||||||||
Purchase price of per share | $ 0.001 | $ 135 | ||||||||
Exercise price of warrants | $ 175 | |||||||||
Net proceeds received from offering | $ 5,400,000 | |||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | February 2024 Offering | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares issued | 600,000 | |||||||||
Purchase price of per share | $ 0.001 | |||||||||
Sale of stock combined with warrant, price per share | 4.04 | |||||||||
Exercise price of warrants | $ 3.91 | |||||||||
Pre-Funded Warrant [Member] | Securities Purchase Agreement [Member] | February 2024 Offering | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants to purchase common stock | 250,000 | |||||||||
Pre - funded warrant combined with warrant price per share | $ 4.039 | |||||||||
Warrant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants to purchase common stock | 370,370 | 16,237 | ||||||||
Warrant [Member] | Securities Purchase Agreement [Member] | February 2024 Offering | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants to purchase common stock | 850,000 | |||||||||
June 2022 Warrant [Member] | Letter Agreement [Member] | February 2024 Offering | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants to purchase common stock | 74,074 | |||||||||
December 2022 Warrant [Member] | Letter Agreement [Member] | February 2024 Offering | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants to purchase common stock | 25,000 | |||||||||
Mr. Greg McCabe [Member] | Release Agreement [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Obligation to receive payment for stock purchase made | $ 700,000 | |||||||||
Obligation to receive additional payment for stock purchase made | 700,000 | |||||||||
Payment received under obligation for stock purchases made | $ 700,000 | |||||||||
M.R.S. Constructions Limited [Member] | Breach of Contract [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Monetary relief, sought value | $ 1,000,000 |