Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 10, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Meta Materials Inc. | |
Entity Central Index Key | 0001431959 | |
Entity File Number | 001-36247 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Tax Identification Number | 74-3237581 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 60 Highfield Park Drive | |
Entity Address, City or Town | Dartmouth | |
Entity Address, State or Province | NS | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | B3A 4R9 | |
City Area Code | 902 | |
Local Phone Number | 482-5729 | |
Entity Common Stock, Shares Outstanding | 6,695,536 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | MMAT | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 6,395,929 | $ 9,723,690 |
Restricted Cash | 564,576 | 578,406 |
Accounts receivables | 2,048,426 | 942,793 |
Subscription receivables | 881,100 | |
Inventory | 123,877 | 168,747 |
Prepaid expenses and other current assets | 1,587,492 | 5,071,363 |
Due from related parties | 29,906 | |
Total current assets | 10,720,300 | 17,396,005 |
Intangible assets, net | 16,936,346 | 18,030,301 |
Property, plant and equipment, net | 17,848,873 | 18,601,614 |
Operating lease right-of-use ("ROU") assets | 855,641 | 1,200,417 |
Total assets | 46,361,160 | 55,228,337 |
Current liabilities | ||
Trade payables | 9,696,923 | 10,270,386 |
Accruals and other payables | 3,841,799 | 7,249,291 |
Restructuring costs accrual | 1,008,924 | 1,182,112 |
Current portion of long-term debt | 545,215 | 801,628 |
Current portion of deferred revenues | 665,955 | 1,054,557 |
Current portion of deferred government assistance | 566,647 | 590,954 |
Current portion of funding obligation | 959,410 | 982,912 |
Current portion of operating lease liabilities | 1,296,404 | 1,452,863 |
Total current liabilities | 18,581,277 | 23,584,703 |
Deferred revenues | 384,876 | 419,035 |
Deferred government assistance | 428,861 | 391,148 |
Long-term operating lease liabilities | 5,671,681 | 5,973,657 |
Long-term debt | 2,959,082 | 2,922,989 |
Total liabilities | 28,025,777 | 33,291,532 |
Commitments and contingencies (Note 19) | ||
Stockholders' equity | ||
Common stock - $0.001 par value; 10,000,000 shares authorized, 6,694,635 shares issued and outstanding at March 31, 2024, and $0.001 par value; 10,000,000 shares authorized, 5,659,438 shares issued and outstanding at December 31, 2023 | 6,694 | 543,046 |
Treasury stock, at cost, 18,536 shares at March 31, 2024 and 0 shares at December 31, 2023 | (123,859) | |
Additional paid-in capital | 639,618,677 | 635,860,437 |
Accumulated other comprehensive loss | (4,646,182) | (5,455,145) |
Accumulated deficit | (616,519,947) | (609,011,533) |
Total stockholders' equity | 18,335,383 | 21,936,805 |
Total liabilities and stockholders' equity | $ 46,361,160 | $ 55,228,337 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 6,694,635 | 5,659,438 |
Common Stock, Shares, Outstanding | 6,694,635 | 5,659,438 |
Treasury Stock Common Shares | 18,536 | 0 |
Condensed Consolidated Interi_3
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue: | ||
Total revenue | $ 3,272,257 | $ 1,412,259 |
Cost of sales (exclusive of items shown separately below) | 778,266 | 587,028 |
Depreciation and amortization expense included in cost of sales | 3,673 | 10,047 |
Stock-based compensation expense (recovery) included in cost of sales | (48,417) | 143,905 |
Gross profit | 2,538,735 | 671,279 |
Operating Expenses: | ||
Selling & marketing | 332,964 | 2,307,353 |
General & administrative | 3,926,643 | 6,769,437 |
Research & development | 2,660,995 | 5,060,756 |
Depreciation & amortization expenses | 991,625 | 3,234,495 |
Stock-based compensation expense | 310,825 | 1,858,440 |
Restructuring expense | 266,035 | |
Total operating expenses | 8,489,087 | 19,230,481 |
Loss from operations | (5,950,352) | (18,559,202) |
Interest expense, net | (108,766) | (112,998) |
Realized gain (loss) on foreign exchange, net | 62,445 | (40,689) |
Unrealized gain (loss) on foreign exchange, net | (1,513,055) | 325,600 |
Other income (expenses), net | 1,314 | (578,120) |
Total other expenses, net | (1,558,062) | (406,207) |
Loss before income taxes | (7,508,414) | (18,965,409) |
Income tax recovery | 296,731 | |
Net loss | (7,508,414) | (18,668,678) |
Other comprehensive loss, net of tax | ||
Unrealized foreign currency translation gain | 808,963 | 322,787 |
Total other comprehensive income | 808,963 | 322,787 |
Comprehensive loss | $ (6,699,451) | $ (18,345,891) |
Basic loss per share | $ (1.21) | $ (5.06) |
Diluted loss per share | $ (1.21) | $ (5.06) |
Weighted average number of shares outstanding - basic | 6,180,363 | 3,688,793 |
Weighted average number of shares outstanding - diluted | 6,180,363 | 3,688,793 |
Product sales [Member] | ||
Revenue: | ||
Total revenue | $ 85,169 | $ 58,699 |
Development revenue [Member] | ||
Revenue: | ||
Total revenue | 3,141,759 | 1,257,479 |
Licensing revenue [Member] | ||
Revenue: | ||
Total revenue | $ 45,329 | $ 96,081 |
Condensed Consolidated Interi_4
Condensed Consolidated Interim Statements of Changes in Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Treasury [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2022 | $ 378,564,153 | $ 340,425 | $ 590,962,866 | $ (5,242,810) | $ (207,496,328) | |
Beginning balance, shares at Dec. 31, 2022 | 3,622,479 | |||||
Net loss | (18,668,678) | (18,668,678) | ||||
Other comprehensive income | 322,787 | 322,787 | ||||
Issuance of common stock | 10,477,069 | $ 17,574 | 10,459,495 | |||
Issuance of common stock, Shares | 175,740 | |||||
Stock issuance costs | (438,785) | (438,785) | ||||
Exercise of stock options | 711,246 | $ 2,634 | 708,612 | |||
Exercise of stock options , Shares | 26,342 | |||||
Settlement of restricted stock units | $ 1,289 | (1,289) | ||||
Settlement of restricted stock units, Shares | 12,888 | |||||
Stock-based compensation | 2,002,340 | 2,002,340 | ||||
Ending balance at Mar. 31, 2023 | 372,970,132 | $ 361,922 | 603,693,239 | (4,920,023) | (226,165,006) | |
Ending balance, shares at Mar. 31, 2023 | 3,837,449 | |||||
Beginning balance at Dec. 31, 2022 | 378,564,153 | $ 340,425 | 590,962,866 | (5,242,810) | (207,496,328) | |
Beginning balance, shares at Dec. 31, 2022 | 3,622,479 | |||||
Net loss | (398,200,000) | |||||
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 | 5,659,438 | |||||
Reverse stock split fractional shares adjustment | $ (537,210) | 537,210 | ||||
Reverse stock split fractional shares adjustment, Shares | 177,686 | |||||
Net loss | (7,508,414) | (7,508,414) | ||||
Other comprehensive income | 808,963 | 808,963 | ||||
Issuance of common stock and warrants | 3,433,750 | $ 600 | 3,433,150 | |||
Issuance of common stock and warrants, Shares | 600,000 | |||||
Stock issuance costs | (659,851) | (659,851) | ||||
Exercise of warrants | 250 | $ 250 | ||||
Exercise of warrants, Shares | 250,000 | |||||
Settlement of restricted stock units | (164) | $ 8 | $ (164) | (8) | ||
Settlement of restricted stock units, Shares | 7,511 | (19) | ||||
Stock-based compensation | 262,408 | 262,408 | ||||
Fair value adjustments of June 2022 Warrants and December 2023 Warrants | 185,331 | 185,331 | ||||
Shares originally purchased by Mr. McCabe which were reassigned to META upon termination of SPA | $ (123,695) | $ (123,695) | ||||
Shares originally purchased by Mr. McCabe which were reassigned to META upon termination of SPA, Shares | (18,517) | (18,517) | ||||
Ending balance at Mar. 31, 2024 | $ 18,335,383 | $ 6,694 | $ (123,859) | $ 639,618,677 | $ (4,646,182) | $ (616,519,947) |
Ending balance, shares at Mar. 31, 2024 | 6,694,635 | (18,536) |
Condensed Consolidated Interi_5
Condensed Consolidated Interim Statements of Changes in Stockholders' Equity (Parenthetical) | 3 Months Ended |
Mar. 31, 2024 shares | |
Statement of Stockholders' Equity [Abstract] | |
Shares acquired | 18,517 |
Condensed Consolidated Interi_6
Condensed Consolidated Interim Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Cash flows from operating activities: | |||
Net loss | $ (7,508,414) | $ (18,668,678) | $ (398,200,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Non-cash interest expense | 119,985 | 137,657 | |
Non-cash interest income | (391,111) | ||
Non- cash lease expense | 303,336 | 401,528 | |
Deferred income tax | (296,731) | ||
Depreciation and amortization expense | 995,298 | 3,244,511 | |
Credit loss expense | 981,861 | ||
Unrealized foreign currency exchange (gain) loss | 1,520,386 | (221,535) | |
Change in deferred revenue | (399,220) | (4,580) | |
Stock-based compensation and other non-cash personnel expense | 262,408 | 2,002,343 | |
Others | 57,406 | 18,843 | |
Changes in operating assets and liabilities | (1,273,949) | (2,724,270) | |
Net cash used in operating activities | (5,922,764) | (15,520,162) | (42,200,000) |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (115,995) | (1,693,768) | |
Proceeds from below-market capital government loan | 148,091 | 256,240 | |
Proceeds from collection of Next Bridge Notes Receivable | 1,000,000 | ||
Net cash provided by (used in) investing activities | 32,096 | (437,528) | |
Cash flows from financing activities | |||
Proceeds from issuance of common stock and warrants | 3,433,750 | 10,477,069 | |
Stock issuance costs paid on the issuance of common stock and warrants | (418,372) | (438,785) | |
Repayments of long-term debt | (362,760) | (85,457) | |
Proceeds from stock option and warrants exercises | 250 | 711,246 | |
Repurchases of common stock for income tax withheld upon settlement of restricted stock units | (164) | ||
Net cash provided by financing activities | 2,652,704 | 10,664,073 | |
Net decrease in cash, cash equivalents and restricted cash | (3,237,964) | (5,293,617) | |
Cash, cash equivalents and restricted cash at beginning of the year | 10,302,096 | 11,811,471 | 11,811,471 |
Effects of exchange rate changes on cash, cash equivalents and restricted cash | (103,627) | 23,769 | |
Cash, cash equivalents and restricted cash at end of the period | 6,960,505 | 6,541,623 | $ 10,302,096 |
Supplemental cash flow information | |||
Accrued purchases of property, equipment and patents | 16,689 | $ 1,998,469 | |
ROU assets derecognized from termination of operating lease obligations | 250,878 | ||
Common stock issuance costs in accrued liabilities or accounts payable | 56,150 | ||
Non-cash issuance costs as a result of amendment of June 2022 Warrants and December 2023 Warrants | 185,331 | ||
18,517 shares originally purchased by Mr. McCabe which were reassigned to META upon termination of SPA | $ 123,695 |
Condensed Consolidated Interi_7
Condensed Consolidated Interim Statements of Cash Flows (Parenthetical) | 3 Months Ended |
Mar. 31, 2024 shares | |
Statement of Cash Flows [Abstract] | |
Shares repurchased | 18,517 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (7,508,414) | $ (18,668,678) | $ (398,200,000) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Modified | false |
Non-Rule 10b5-1 Arrangement Modified | false |
Corporate Information
Corporate Information | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Corporate Information | 1. Corporate Information Meta Materials Inc. (also referred to herein as the “Company”, “META”, “we”, “us”, or “our”) is 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 455 active patent documents, of which 346 patents have issued. Our principal executive office is located at 60 Highfield Park Drive, Dartmouth, Nova Scotia, Canada. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of presentation These unaudited condensed consolidated interim financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Our fiscal year-end is December 31. The unaudited condensed consolidated interim financial statements include the accounts of Meta Materials Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated on consolidation. These unaudited condensed consolidated interim financial statements do not include all of the information and notes required by U.S. GAAP for annual financial statements. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with our audited consolidated financial statements and notes for the years ended December 31, 2023 and 2022, filed with the SEC. Reverse Stock Split 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 (the "Reverse Stock Split"), which became effective as of January 29, 2024 (the "Effective Date"). The Reverse Stock Split was approved by the board of directors in accordance with Nevada law. The Reverse Stock Split did not have any impact on the par value of common stock. On the Effective Date, 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. As the per-share par value did not change, we reclassified $ 0.5 million from Common Stock to Additional Paid-in-Capital on the Effective Date. 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 were adjusted in accordance with their respective terms. The Reverse Stock Split affected all stockholders uniformly and did 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, resulting in the issuance of 177,686 shares upon the Effective Date. The Reverse Stock Split did not modify the relative rights or preferences of the 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 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 March 31, 2023 Post-Reverse Stock Split Pre-Reverse Stock Split Number of shares authorized 10,000,000 1,000,000,000 Number of shares issues and outstanding 3,837,449 383,744,889 Weighted average number of shares outstanding - basic and diluted 3,688,793 368,879,341 Three months ended March 31, 2023 Post-Reverse Stock Split Pre-Reverse Stock Split Basic and diluted loss per share $ ( 5.06 ) $ ( 0.05 ) Reclassification – Certain prior year amounts have been reclassified in the accompanying unaudited condensed consolidated interim financial statements to conform to the current period presentation: • Licensing revenue is reported in a separate line under Revenue in the accompanying unaudited condensed statements of operations and comprehensive loss. Previously, Licensing revenue was reported as part of Development revenue. Amounts related to Licensing revenue for the three months ended March 31, 2023 have been separately presented throughout this Quarterly 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 unaudited condensed consolidated interim 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 three months ended March 31, 2023 have been separately presented throughout this Quarterly 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 unaudited condensed consolidated interim 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 unaudited condensed consolidated interim statements of operations and comprehensive loss. Amounts related to Gain (loss) on foreign exchange, net, for th e three months ended March 31, 2023 have been separately presented throughout this Quarterly 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. Recently Adopted Accounting Pronouncements As of March 31, 2024 and for the period then ended, there were no recently adopted accounting standards that had a material impact on our consolidated financial statements. 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 Accounting Standards Codification ("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. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 3. Going Concern At each reporting period, we evaluate whether there are conditions or events that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. Our evaluation entails analyzing prospective operating budgets and forecasts for expectations of our cash needs and comparing those needs to the current cash and cash equivalent balances. We are required to make certain additional disclosures if we conclude substantial doubt 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 condensed consolidated interim 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 condensed consolidated interim financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that these condensed consolidated interim financial statements are issued. In performing its analysis, management excluded certain elements of its operating plan that cannot be considered probable. We have incurred net losses of $ 7.5 million and $ 398.2 million for the three months ended March 31, 2024 and the twelve months ended December 31, 2023, respectively, and have an accumulated deficit of $ 616.5 million as of March 31, 2024. As of March 31, 2024, we had a working capital deficit of $ 7.9 million (As of December 31, 2023 – working capital deficit of $ 6.2 million). In addition, we have incurred negative cash flows from operating activities of $ 5.9 million and $ 42.2 million for the three months ended March 31, 2024 and the twelve months ended December 31, 2023, respectively. Additionally, we did not receive stockholder approval to increase the number of common stock authorized and available for issuance during the Special Meeting of Stockholders held on April 15, 2024. As a result, we do not have a sufficient number of authorized, available and unreserved common stock for issuance, to raise additional funds through equity financing. 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 condensed consolidated interim financial statements are issued. Management'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 a revised operating plan (the "Realignment and Consolidation Plan") pursuant to 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. See Note 4 for further details regarding the Realignment and Consolidation Plan. While the Realignment and Consolidation Plan improved operational efficiency and significantly reduced our costs, we have been unable to secure additional financing, which necessitated further measures to improve cash flow. On May 2, 2024, our board of directors approved a reduction in our workforce by approximately 80 % of our employees (the “Workforce Reduction”) in order to preserve cash resources. The Workforce Reduction is expected to be completed over the next few weeks. We estimate that we will incur aggregate charges in connection with the Workforce Reduction of approximately $ 1.5 million, which relate to severance payments, benefits and related costs. The estimate of the charges that we expect to incur in connection with the Workforce Reduction, and the timing thereof, are subject to several assumptions and the actual amounts incurred may differ materially from these estimates. In addition, we may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the Workforce Reduction. 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. We continue to evaluate all available strategic alternatives including, but not limited to, the divestiture of assets, additional financing security and/or the sale of the Company. There can be no assurance regarding the outcome of this process. Without an influx of cash to support operations, the Company faces financial hardship that may result in bankruptcy proceedings. 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 condensed consolidated interim financial statements. The accompanying condensed consolidated interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The condensed consolidated interim financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. These adjustments may be material. |
Realignment and Consolidation P
Realignment and Consolidation Plan | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Realignment and Consolidation Plan | 4. Realignment and Consolidation Plan As of March 31, 2024, as a result of the Realignment and Consolidation Plan approved by our board of directors on June 6, 2023 , substantial progress has been made in restructuring our corporate structure to decrease operating expenses and concentrate on key areas with significant revenue potential, such as authentication, wide area motion imagery, battery materials, and transparent conductive films. During the three months ended March 31, 2024, we recognized $ 0.3 million of restructuring expense in relation to the plan, which consisted of severance payments for actual terminations under the Realignment and Consolidation Plan. The total expenses incurred from the plan's inception through March 31, 2024 amounted to $ 4.1 million. 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 March 31, 2024, we recorded $ 1.0 million in 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 have 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 relating to restructuring costs in the three months ended March 31, 2024 were $ 0.4 million. The costs related to restructuring activities have been recorded in the restructuring expense in the condensed consolidated interim statement of operations and comprehensive loss. |
Note Receivable
Note Receivable | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Note Receivable | . Notes Receivable During 2021 and 2022, META loaned money to Next Bridge Hydrocarbons Inc. ("Next Bridge"), 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. In August 2023, we entered into a Loan Sale Agreement with Gregory McCabe, selling all rights, titles, interests, and obligations in the loans previously extended to Next Bridge Hydrocarbons Inc ("Next Bridge Notes Receivable"). This sale was finalized for cash consideration of $ 6.0 million, representing $ 24.0 million outstanding balance of the Next Bridge Notes Receivable as of the closing date, August 7, 2023. Concurrently, META and Mr. McCabe agreed on a Stock Purchase Agreement ("SPA"), whereby Mr. McCabe committed to purchasing $ 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. Mr. McCabe purchased 18,517 shares of our common stock for $ 0.5 million during the year ended December 31, 2023. On January 21, 2024, we entered into a 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 18,517 shares were reassigned to META, for which we recorded $ 0.1 million of treasury stock as of March 31, 2024. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | 6. Inventory Inventory consists of photosensitive materials, lenses, laser protection film and finished eyewear, and is comprised of the following: As of March 31, As of December 31, 2024 2023 Raw materials $ 512,897 $ 558,837 Supplies 10,693 10,747 Work in process 36,999 45,912 Finished goods 42,226 43,922 Inventory provision ( 478,938 ) ( 490,671 ) Total inventory $ 123,877 $ 168,747 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | . Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: As of March 31, As of December 31, 2024 2023 Prepaid expenses $ 1,253,610 $ 1,476,981 Receivable for insurance proceeds (Note 19) — 3,100,000 Other current assets 257,666 332,794 Taxes receivable 76,216 161,588 Total prepaid expenses and other current assets $ 1,587,492 $ 5,071,363 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | . Property, Plant and Equipment, net Property, plant and equipment consist of the following: Useful life As of March 31, As of December 31, (years) 2024 2023 Land N/A $ 439,115 $ 449,872 Building 25 5,060,849 5,184,826 Computer equipment 3 - 5 1,550,507 1,583,617 Computer software 1 796,670 815,777 Manufacturing equipment 2 - 5 23,608,611 23,979,024 Office furniture 5 - 7 895,962 914,265 Leasehold improvements 5 - 10 22,311,365 22,794,726 Enterprise Resource Planning software 5 197,560 202,400 Assets under construction N/A 6,220,851 6,377,090 61,081,490 62,301,597 Accumulated depreciation and impairment ( 43,232,617 ) ( 43,699,983 ) $ 17,848,873 $ 18,601,614 Depreciation expense was $ 0.3 million and $ 1.5 million for the three months ended March 31, 2024 and 2023, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | . Intangible Assets and Goodwill Intangible assets Intangible assets consist of the following: Useful life As of March 31, As of December 31, (years) 2024 2023 Patents 5 - 10 $ 42,862,050 $ 43,025,376 Trademarks 124,649 126,839 Developed technology 20 13,970,480 14,312,717 Customer contract 5 9,594,096 9,829,123 66,551,275 67,294,055 Accumulated amortization and impairment ( 49,614,929 ) ( 49,263,754 ) $ 16,936,346 $ 18,030,301 Amortization expense was $ 0.7 million and $ 1.8 million for the three months ended March 31, 2024 and 2023, respectively. Goodwill Goodwill is tested for impairment annually as of December 31 or more frequently when events or changes in circumstances indicate that impairment may have occurred. During the year ended December 31, 2023, we recorded $ 282.2 million of goodwill impairment as a result of a sustained decline in our market capitalization. Based on a quantitative interim goodwill impairment test performed at June 30, 2023, we concluded that the carrying value of the reporting unit was higher than its estimated fair value, which was determined using the market valuation method. This resulted in the impairment of the entire carrying value of goodwill as of June 30, 2023. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term debt | 10. Long-Term Debt As of March 31, As of December 31, 2024 2023 ACOA Atlantic Innovation Fund ("AIF") 2015 interest-free loan (1) with a maximum contribution of CA$ 3,000,000 . Annual repayments, commencing June 1, 2021 , are calculated as a percentage of gross revenue for the preceding fiscal year, at Nil when gross revenues are less than CA$ 1,000,000 , 5 % when gross revenues are less than CA$ 10,000,000 and greater than CA$ 1,000,000 , and CA$ 500,000 plus 1 % of gross revenues when gross revenues are greater than CA$ 10,000,000 . As of March 31, 2024, the amount of principal drawn down on the loan, net of repayments, is CA$ 2,122,882 (December 31, 2023 - CA$ 2,481,823 ). $ 1,236,633 $ 1,486,966 ACOA BDP 2018 interest-free loan (2),(3) with a maximum contribution of CA$ 3,000,000 , repayable in monthly repayments commencing June 1, 2021 , of CA$ 31,250 until May 1, 2029 . As of March 31, 2024, the amount of principal drawn down on the loan, net of repayments, is CA$ 1,937,500 (December 31, 2023 - CA$ 2,031,250 ). 990,836 1,047,122 ACOA PBS 2019 interest-free loan (2) with a maximum contribution of CA$ 100,000 , repayable in monthly repayments commencing June 1, 2021 , of CA$ 1,400 until May 1, 2027 . As of March 31, 2024, the amount of principal drawn down on the loan, net of repayments, is CA$ 52,778 (December 31, 2023 - CA$ 56,944 ). 27,654 29,936 ACOA Regional Relief and Recovery Fund ("RRRF") 2020 interest-free loan with a maximum contribution of CA$ 390,000 , repayable in monthly repayments commencing April 1, 2023 , of CA$ 11,000 until April 1, 2026 . As of March 31, 2024, the principal amount drawn down on the loan is CA$ 258,000 (December 31, 2023 - CA$ 291,000 ). 135,869 151,070 EDC 2022 interest-free loan (4) with a maximum contribution of CA$ 2,000,000 (CA$ 1,000,000 for building renovations and CA$ 1,000,000 for acquisition of equipment for Nanotech). Repayable in 60 monthly installments of CA$ 30,000 , with the first repayment due in January 2026 . As of March 31, 2024, the principal amount drawn down on the loan is CA$ 2,000,000 (December 31, 2023 - CA$ 1,800,000 ). 1,113,305 1,009,523 3,504,297 3,724,617 Less: current portion 545,215 801,628 $ 2,959,082 $ 2,922,989 (1) 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. (2) 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. (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$ 0.6 million of deferred government assistance as of March 31, 2024, which is being amortized over the useful life of the associated building and equipment. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | 11. Capital Stock Common stock Authorized: 10,000,000 common shares, $ 0.001 par value. During the three months ended March 31, 2024, 5,690 restricted stock units ("RSUs") have vested and settled into an equal number of common shares. In addition, 1,821 of vested Deferred Stock Units ("DSUs") have been redeemed during the three months ended March 31, 2024. 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 (the "February 2024 Offering"). 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. 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. As of March 31, 2024, we issued 250,000 shares of our common stock following the full exercise of the Pre-Funded Warrants. 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 Offering, pursuant to which we agreed to amend certain warrants issued on June 28, 2022 and amended on December 4, 2023 (the "June 2022 Warrants") and warrants issued on December 6, 2023 (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. 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 Letter Agreement as the excess of the fair value of the amended June 2022 Warrants and December 2023 Warrant over the fair value of those warrants immediately before the Letter Agreement and recognized the excess as an equity issuance cost in connection with the February 2024 Offering. Accordingly, we recognized non-cash issuance cost of $ 0.2 million, which was included in Additional paid-in capital in the condensed consolidated interim balance sheet as of March 31, 2024. At-the-Market Equity Offering Program On February 10, 2023, we entered into a sales agreement, or the ATM Agreement, with an investment bank to conduct an "at-the-market" equity offering program, or the ATM, pursuant to which we may issue and sell, shares of our common stock, par value $ 0.001 per share, up to an aggregate of $ 100.0 million of shares of common stock, or the ATM Shares, from time to time. Under the ATM Agreement, we set the parameters for the sale of ATM Shares, including the number of ATM Shares to be issued, the time period during which sales are requested to be made, limitations on the number of ATM Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Sales of the ATM Shares, if any, under the ATM Agreement may be made in transactions that are deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. During the three months ended March 31, 2023, we sold a total of 175,740 shares of our common stock under the ATM at a weighted average price of $ 60 per share, generating gross proceeds of $ 10.5 million and net proceeds of $ 10.0 million after offering expenses. By written notice dated September 5, 2023, Ladenburg terminated its participation as Sales Agent under the ATM Agreement, and accordingly the ATM Agreement was terminated. Warrants The following table summarizes the changes in warrants of the Company: Number of warrants Amount Balance, December 31, 2023 1,974,280 $ 39,269,867 Reverse stock split fractional shares adjustment 16 N/A Issued 850,000 2,017,800 Exercised ( 250,000 ) ( 589,784 ) Balance, March 31, 2024 2,574,296 $ 40,697,883 |
Stock-Based Payments
Stock-Based Payments | 3 Months Ended |
Mar. 31, 2024 | |
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 On March 28, 2013, we implemented a 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, 2023 50,257 $ 29.57 Reverse stock split fractional shares adjustment 14 N/A Redeemed ( 1,821 ) $ 151.32 Outstanding, March 31, 2024 48,450 $ 25.03 RSU plan Each unit is convertible at the option of the holder into one common share of our shares upon meeting the vesting conditions. Total stock-based compensation expense related to RSUs included in the condensed consolidated interim statements of operations and comprehensive loss was as follows: Three months ended March 31, 2024 2023 Cost of sales $ ( 48,418 ) $ 143,905 Selling & marketing 13,439 120,544 General & administrative 61,552 403,207 Research & development ( 26,248 ) 419,021 Total expenses related to RSUs (1) $ 325 $ 1,086,677 (1) Estimated forfeiture rate for RSUs as of March 31, 2024 is 20 % compared to the estimated forfeiture rate of 0 % for RSUs as of March 31, 2023. The following table summarizes the change in outstanding RSUs: Number of Weighted Outstanding, December 31, 2023 90,725 $ 49.16 Reverse stock split fractional shares adjustment 60 N/A Forfeited ( 5,253 ) $ 99.94 Vested and settled ( 5,690 ) $ 124.26 Outstanding, March 31, 2024 79,842 $ 40.52 Vested but not yet settled, March 31, 2024 439 $ 121.00 Employee stock option plan Each stock option is convertible at the option of the holder into one common share upon payment of the exercise price. Total stock-based compensation expense related to stock options included in the condensed consolidated interim statements of operations and comprehensive loss was as follows: Three months ended March 31, 2024 2023 Sales & marketing $ — $ 99,242 General & administrative 123,056 499,042 Research & development 126,033 317,379 Total expenses related to options (1) $ 249,089 $ 915,663 (1) Estimated forfeiture rate for stock options as of March 31, 2024 is 8 % compared to the estimated forfeiture rate of 0 % for stock options as of March 31, 2023. The following table summarizes the change in our out standing stock options: Average Average exercise exercise price per remaining Aggregate Number of stock contractual intrinsic Outstanding, December 31, 2023 189,540 $ 62.23 4.68 $ — Reverse stock split fractional shares adjustment 33 N/A Forfeited ( 53,726 ) $ 63.54 Outstanding, March 31, 2024 135,847 $ 61.72 7.25 $ — Exercisable, March 31, 2024 79,176 $ 83.95 5.82 $ — Below is a summary of the outstanding options as of March 31, 2024 and December 31, 2024: As of March 31, As of December 31, 2024 2023 Range of exercise price Number outstanding Number exercisable Number outstanding Number exercisable $ 12.00 - $ 27.00 93,070 44,641 124,383 75,457 $ 89.00 - $ 100.00 4,200 4,200 14,918 11,793 $ 117.00 - $ 126.00 10,376 5,294 15,029 8,446 $ 131.00 - $ 158.00 17,451 14,291 24,460 16,286 $ 197.00 - 200.00 10,750 10,750 10,750 9,374 135,847 79,176 189,540 121,356 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 13. Net Loss Per Share The following table sets forth the calculation of basic and diluted net loss per share during the periods presented: Three months ended March 31, 2024 2023 Numerator: Net loss $ ( 7,508,414 ) $ ( 18,668,678 ) Denominator: Weighted-average shares, basic 6,180,363 3,688,793 Weighted-average shares, diluted 6,180,363 3,688,793 Net loss per share Basic $ ( 1.21 ) $ ( 5.06 ) Diluted $ ( 1.21 ) $ ( 5.06 ) The following potentially dilutive shares were not included in the calculation of diluted shares above as the effect would have been anti-dilutive: As of March 31, 2024 2023 Options 135,847 308,105 Warrants 2,574,296 399,209 RSUs 79,842 51,130 DSUs 48,450 39,102 2,838,435 797,546 |
Additional Cash Flow Informatio
Additional Cash Flow Information | 3 Months Ended |
Mar. 31, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Additional Cash Flow Information | 14. Additional Cash Flow Information The net changes in non-cash working capital balances related to operations consist of the following: Three months ended March 31, 2024 2023 Inventory $ 40,970 $ 8,812 Accounts receivables and other receivables ( 420,278 ) 66,159 Prepaid expenses and other current assets 3,452,656 ( 792,684 ) Trade payables, accruals and other accruals ( 3,578,613 ) ( 1,687,578 ) Restructuring costs accrual ( 425,169 ) — Due from related party 29,906 ( 60 ) Operating lease liabilities ( 373,421 ) ( 318,919 ) $ ( 1,273,949 ) $ ( 2,724,270 ) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Financial Instruments Disclosure [Abstract] | |
Fair Value Measurements | 15. Fair Value Measurements We use a fair value hierarchy, based on the relative objectivity of inputs used to measure fair value, with Level 1 representing inputs with the highest level of objectivity and Level 3 representing the lowest level of objectivity. The fair values of cash and cash equivalents, restricted cash, short-term investments, grants and accounts 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 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 are not carried at fair value are as follows: As of March 31, As of December 31, 2024 2023 Financial liability Carrying value Fair value Carrying value Fair value Funding obligation $ 959,410 $ 959,410 $ 982,912 $ 982,912 Operating lease liabilities $ 6,968,085 $ 9,315,009 $ 7,426,520 $ 9,782,069 Long-term debt $ 3,504,297 $ 3,764,136 $ 3,724,617 $ 3,970,061 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 16. Revenue We have one operating segment based on how management internally evaluates separate financial information, business activities and management responsibility. Revenue is disaggregated as follows: Three months ended March 31, 2024 2023 Product sales $ 85,169 $ 58,699 Licensing revenue 45,329 96,081 Contract revenue (1) 2,616,759 1,257,479 Other development revenue 525,000 — Development revenue 3,141,759 1,257,479 $ 3,272,257 $ 1,412,259 (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, Segment and Geographical Information, for revenues disaggregated by geography. Customer concentration A significant amount of our revenue is derived from contracts with major customers. For the three months ended March 31, 2024, revenue from those two customers, each representing more than 10 % of the total revenue, accounted for $ 2.6 million, or 79.8 %, and $ 0.4 million, or 11.5 %, of total revenues, respectively. We currently derive a significant portion of our revenue from contract services with a G10 central bank. In August 2023 an d 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 March 31, 2024. These contract services incorporate both nano-optic and optical thin film technologies and are focused on developing authentication features for future banknotes. For the three months ended March 31, 2023, revenue from one customer accounted fo r $ 1.3 million or 89.1 % of total revenue. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | 17. Leases There were no new significant lease agreements during the three months ended March 31, 2024 and 2023. In January 2024, by mutual agreement with Queen Mary University of London, the lease at the Queen Mary Innovation Centre in London was terminated without penalty. On January 15, 2024, the specified termination date of the lease agreement, we derecognized $ 0.3 million of lease liability and $ 0.3 million of ROU assets. Total operating lease expense included in the condensed consolidated interim statements of operations and comprehensive loss is as follows: Three months ended March 31, 2024 2023 Operating lease expense $ 318,844 $ 400,450 Short term lease expense 36,983 79,563 Variable and other lease expense 110,220 66,528 Total $ 466,047 $ 546,541 We completed our evaluation of the provisions of ASC 842, Leases , and elected the practical expedient to not capitalize any leases with initial terms of less than twelve months on our balance sheet and include them as short-term lease expense in the condensed consolidated interim statements of operations and comprehensive loss. Future minimum payments under non-cancelable operating lease obligations were as follows as of March 31, 2024: Remainder of 2024 $ 1,318,116 2025 1,719,548 2026 1,573,802 2027 1,159,226 2028 1,166,646 Thereafter 3,792,436 Total minimum lease payments 10,729,774 Less: interest ( 3,761,689 ) Present value of net minimum lease payments 6,968,085 Less: current portion of lease liabilities ( 1,296,404 ) Total long-term lease liabilities $ 5,671,681 |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 18. Segment and Geographic Information We have a single operating segment and reportable segment. Our Chief Executive Officer was identified as the chief operating decision maker as of March 31, 2024. Our chief operating decision maker reviews 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: Three months ended March 31, Revenue by geography 2024 2023 United States Product sales $ 8,512 $ 11,025 Development revenue 3,141,759 1,257,479 Licensing revenue 24,059 24,075 Canada Product sales 53,712 18,935 Licensing revenue 21,270 22,852 Other Countries Product sales 22,945 28,739 Licensing revenue — 49,154 Total revenue $ 3,272,257 $ 1,412,259 Property, plant and equipment, net per geographic region were as follows: As of March 31, As of December 31, Property, plant and equipment, net 2024 2023 United States $ — $ — Canada 17,603,917 18,333,413 Other countries 244,956 268,201 Total property, plant and equipment, net $ 17,848,873 $ 18,601,614 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 19. 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 (“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. As of March 31, 2024, the $ 3.0 million owed to the plaintiffs had been fully paid, with $ 2.85 million of this amount covered directly by our insurers. 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 $ 2.85 million was 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. Furthermore, as detailed in the Securities Class Action section above, the entire settlement amount had been fully paid as of March 31, 2024. 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 condensed consolidated interim balance sheet as of March 31, 2024 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 condensed consolidated interim balance sheet as of March 31, 2024. 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 CA$ 1.0 million in fees. The case is currently pending. As of March 31, 2024, we have approximately $ 0.5 million of unpaid balance recorded in the Trade payables of our condensed consolidated interim balance sheet. Claim for breach of contract filed in British Columbia On March 25, 2024, Canadian Foundation for Sustainable Development Technology (“SDTC”) filed a notice of action in the Supreme Court of British Columbia against Metamaterial Technologies Canada Inc., our subsidiary, for breach of contract, alleging that it is owed $ 0.2 million in fees. The case is currently pending. We recorded the $ 0.2 million in Accruals and other payables in the condensed consolidated interim balance sheet as of March 31, 2024. Securities class action - Targgart On March 15, 2024, a securities class action lawsuit was filed in the U.S. District Court for the Eastern District of New York captioned Todd Targgart v. Next Bridge Hydrocarbons, Inc. (Next Bridge), Ken Rice, George Palikaras, Robert L. Cook, Clifton Dubose, Jr., Joseph Dewoody, Lucas T. Hawkins, Delvina Oelkers, Mia Pitts, Kristin Whitley and Gregory McCabe, No. 1:24-cv-01927, against Next Bridge, a former subsidiary of the Company, our former Chief Executive Officer and then President of Next Bridge, our former Chief Financial Officer and then CFO of Next Bridge, Torchlight’s former Chairman of its board of directors and directors of Next Bridge subsequent to its spin-off from the Company. The complaint, purportedly brought on behalf of all acquirors of Next Bridge shares on or around December 14, 2022, assert claims under Sections 11 and 15 of the Securities Exchange Act of 1934, or the Exchange Act, arising primarily from statements made in the registration statement filed in connection with the Company’s spin-off of Next Bridge. The complainants seek unspecified compensatory damages and reasonable costs and expenses, including attorneys’ fees. Although the Company was not named in the complaint, certain defendants have made indemnification demands on the Company. The case is currently pending. No financial impact of a loss contingency has been recognized in the condensed consolidated interim financial statements, as this matter does not meet the required criteria of being both probable and reasonably estimated at this time. Labour Standards Complaint On April 12, 2024, a complaint was filed in the Nova Scotia Labour Standards Division, against the Company by George Palikaras, the former President and CEO of the Company. The complaint asserts claims under Section 21 of the Labour Standards Code and seeks complainant’s reinstatement or alternatively, damages in lieu of reinstatement. The case is currently pending. No financial impact of a loss contingency has been recognized in the condensed consolidated interim financial statements, as this matter does not meet the required criteria of being both probable and reasonably estimated at this time. 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 condensed consolidated interim balance sheets. The following table and discussion summarizes our contractual cash obligations other than the lease payment obligations shown in the Note 17, Leases , as of March 31, 2024, for each of the periods presented: Long-term debt Other contractual commitment Total Remainder of 2024 $ 663,586 $ 1,146,973 $ 1,810,559 2025 999,789 116,009 1,115,798 2026 1,183,560 29,002 1,212,562 2027 577,081 — 577,081 2028 571,939 — 571,939 Thereafter 705,720 — 705,720 $ 4,701,675 $ 1,291,984 $ 5,993,659 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 March 31, 2024, we have $ 0.7 million in non-cancelable orders, with $ 0.4 million of this amount recorded under Accruals and other payables in the condensed consolidated interim 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 March 31, 2024, 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 three months ended March 31, 2024 (March 31, 2023 - $ Nil ). In March 2022, we adopted the Vlepsis Business Profit S haring 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 | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events Workforce Reduction As disclosed above in Note 3, Going Concern , on May 2, 2024, our board of directors approved a reduction in our workforce by approximately 80 % of our employees (the Workforce Reduction) in order to preserve cash resources. The Workforce Reduction is expected to be completed over the next few weeks. We continue to evaluate all available strategic alternatives including, but not limited to, the divestiture of assets, additional financing security and/or the sale of the Company. There can be no assurance regarding the outcome of this process. Without an influx of cash to support operations, we face financial hardship that may result in shuttering facilities and/or bankruptcy proceedings. Labour Standards Complaint On April 12, 2024, George Palikaras, the former President and CEO of the Company, filed a complaint with the Nova Scotia Labour Standards Division, asserting claims under Section 21 of the Labour Standards Code and seeking reinstatement or, alternatively, damages in lieu of reinstatement. The case is currently pending. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation These unaudited condensed consolidated interim financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Our fiscal year-end is December 31. The unaudited condensed consolidated interim financial statements include the accounts of Meta Materials Inc. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated on consolidation. These unaudited condensed consolidated interim financial statements do not include all of the information and notes required by U.S. GAAP for annual financial statements. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with our audited consolidated financial statements and notes for the years ended December 31, 2023 and 2022, filed with the SEC. |
Reverse Stock Split | Reverse Stock Split 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 (the "Reverse Stock Split"), which became effective as of January 29, 2024 (the "Effective Date"). The Reverse Stock Split was approved by the board of directors in accordance with Nevada law. The Reverse Stock Split did not have any impact on the par value of common stock. On the Effective Date, 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. As the per-share par value did not change, we reclassified $ 0.5 million from Common Stock to Additional Paid-in-Capital on the Effective Date. 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 were adjusted in accordance with their respective terms. The Reverse Stock Split affected all stockholders uniformly and did 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, resulting in the issuance of 177,686 shares upon the Effective Date. The Reverse Stock Split did not modify the relative rights or preferences of the 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 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 March 31, 2023 Post-Reverse Stock Split Pre-Reverse Stock Split Number of shares authorized 10,000,000 1,000,000,000 Number of shares issues and outstanding 3,837,449 383,744,889 Weighted average number of shares outstanding - basic and diluted 3,688,793 368,879,341 Three months ended March 31, 2023 Post-Reverse Stock Split Pre-Reverse Stock Split Basic and diluted loss per share $ ( 5.06 ) $ ( 0.05 ) |
Reclassification | Reclassification – Certain prior year amounts have been reclassified in the accompanying unaudited condensed consolidated interim financial statements to conform to the current period presentation: • Licensing revenue is reported in a separate line under Revenue in the accompanying unaudited condensed statements of operations and comprehensive loss. Previously, Licensing revenue was reported as part of Development revenue. Amounts related to Licensing revenue for the three months ended March 31, 2023 have been separately presented throughout this Quarterly 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 unaudited condensed consolidated interim 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 three months ended March 31, 2023 have been separately presented throughout this Quarterly 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 unaudited condensed consolidated interim 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 unaudited condensed consolidated interim statements of operations and comprehensive loss. Amounts related to Gain (loss) on foreign exchange, net, for th e three months ended March 31, 2023 have been separately presented throughout this Quarterly 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. |
Recently Adopted/Not Yet Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements As of March 31, 2024 and for the period then ended, there were no recently adopted accounting standards that had a material impact on our consolidated financial statements. 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 Accounting Standards Codification ("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. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [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 March 31, 2023 Post-Reverse Stock Split Pre-Reverse Stock Split Number of shares authorized 10,000,000 1,000,000,000 Number of shares issues and outstanding 3,837,449 383,744,889 Weighted average number of shares outstanding - basic and diluted 3,688,793 368,879,341 Three months ended March 31, 2023 Post-Reverse Stock Split Pre-Reverse Stock Split Basic and diluted loss per share $ ( 5.06 ) $ ( 0.05 ) |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Summary of Inventory | Inventory consists of photosensitive materials, lenses, laser protection film and finished eyewear, and is comprised of the following: As of March 31, As of December 31, 2024 2023 Raw materials $ 512,897 $ 558,837 Supplies 10,693 10,747 Work in process 36,999 45,912 Finished goods 42,226 43,922 Inventory provision ( 478,938 ) ( 490,671 ) Total inventory $ 123,877 $ 168,747 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: As of March 31, As of December 31, 2024 2023 Prepaid expenses $ 1,253,610 $ 1,476,981 Receivable for insurance proceeds (Note 19) — 3,100,000 Other current assets 257,666 332,794 Taxes receivable 76,216 161,588 Total prepaid expenses and other current assets $ 1,587,492 $ 5,071,363 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consist of the following: Useful life As of March 31, As of December 31, (years) 2024 2023 Land N/A $ 439,115 $ 449,872 Building 25 5,060,849 5,184,826 Computer equipment 3 - 5 1,550,507 1,583,617 Computer software 1 796,670 815,777 Manufacturing equipment 2 - 5 23,608,611 23,979,024 Office furniture 5 - 7 895,962 914,265 Leasehold improvements 5 - 10 22,311,365 22,794,726 Enterprise Resource Planning software 5 197,560 202,400 Assets under construction N/A 6,220,851 6,377,090 61,081,490 62,301,597 Accumulated depreciation and impairment ( 43,232,617 ) ( 43,699,983 ) $ 17,848,873 $ 18,601,614 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangibles, Net | Intangible assets consist of the following: Useful life As of March 31, As of December 31, (years) 2024 2023 Patents 5 - 10 $ 42,862,050 $ 43,025,376 Trademarks 124,649 126,839 Developed technology 20 13,970,480 14,312,717 Customer contract 5 9,594,096 9,829,123 66,551,275 67,294,055 Accumulated amortization and impairment ( 49,614,929 ) ( 49,263,754 ) $ 16,936,346 $ 18,030,301 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Long Term Debt | As of March 31, As of December 31, 2024 2023 ACOA Atlantic Innovation Fund ("AIF") 2015 interest-free loan (1) with a maximum contribution of CA$ 3,000,000 . Annual repayments, commencing June 1, 2021 , are calculated as a percentage of gross revenue for the preceding fiscal year, at Nil when gross revenues are less than CA$ 1,000,000 , 5 % when gross revenues are less than CA$ 10,000,000 and greater than CA$ 1,000,000 , and CA$ 500,000 plus 1 % of gross revenues when gross revenues are greater than CA$ 10,000,000 . As of March 31, 2024, the amount of principal drawn down on the loan, net of repayments, is CA$ 2,122,882 (December 31, 2023 - CA$ 2,481,823 ). $ 1,236,633 $ 1,486,966 ACOA BDP 2018 interest-free loan (2),(3) with a maximum contribution of CA$ 3,000,000 , repayable in monthly repayments commencing June 1, 2021 , of CA$ 31,250 until May 1, 2029 . As of March 31, 2024, the amount of principal drawn down on the loan, net of repayments, is CA$ 1,937,500 (December 31, 2023 - CA$ 2,031,250 ). 990,836 1,047,122 ACOA PBS 2019 interest-free loan (2) with a maximum contribution of CA$ 100,000 , repayable in monthly repayments commencing June 1, 2021 , of CA$ 1,400 until May 1, 2027 . As of March 31, 2024, the amount of principal drawn down on the loan, net of repayments, is CA$ 52,778 (December 31, 2023 - CA$ 56,944 ). 27,654 29,936 ACOA Regional Relief and Recovery Fund ("RRRF") 2020 interest-free loan with a maximum contribution of CA$ 390,000 , repayable in monthly repayments commencing April 1, 2023 , of CA$ 11,000 until April 1, 2026 . As of March 31, 2024, the principal amount drawn down on the loan is CA$ 258,000 (December 31, 2023 - CA$ 291,000 ). 135,869 151,070 EDC 2022 interest-free loan (4) with a maximum contribution of CA$ 2,000,000 (CA$ 1,000,000 for building renovations and CA$ 1,000,000 for acquisition of equipment for Nanotech). Repayable in 60 monthly installments of CA$ 30,000 , with the first repayment due in January 2026 . As of March 31, 2024, the principal amount drawn down on the loan is CA$ 2,000,000 (December 31, 2023 - CA$ 1,800,000 ). 1,113,305 1,009,523 3,504,297 3,724,617 Less: current portion 545,215 801,628 $ 2,959,082 $ 2,922,989 (1) 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. (2) 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. (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$ 0.6 million of deferred government assistance as of March 31, 2024, which is being amortized over the useful life of the associated building and equipment. |
Capital Stock (Tables)
Capital Stock (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Class of Warrant or Right [Line Items] | |
Summary of Changes in Warrants | The following table summarizes the changes in warrants of the Company: Number of warrants Amount Balance, December 31, 2023 1,974,280 $ 39,269,867 Reverse stock split fractional shares adjustment 16 N/A Issued 850,000 2,017,800 Exercised ( 250,000 ) ( 589,784 ) Balance, March 31, 2024 2,574,296 $ 40,697,883 |
Stock-Based Payments (Tables)
Stock-Based Payments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of stock options outstanding | Below is a summary of the outstanding options as of March 31, 2024 and December 31, 2024: As of March 31, As of December 31, 2024 2023 Range of exercise price Number outstanding Number exercisable Number outstanding Number exercisable $ 12.00 - $ 27.00 93,070 44,641 124,383 75,457 $ 89.00 - $ 100.00 4,200 4,200 14,918 11,793 $ 117.00 - $ 126.00 10,376 5,294 15,029 8,446 $ 131.00 - $ 158.00 17,451 14,291 24,460 16,286 $ 197.00 - 200.00 10,750 10,750 10,750 9,374 135,847 79,176 189,540 121,356 |
Summary of change in share outstanding options | The following table summarizes the change in our out standing stock options: Average Average exercise exercise price per remaining Aggregate Number of stock contractual intrinsic Outstanding, December 31, 2023 189,540 $ 62.23 4.68 $ — Reverse stock split fractional shares adjustment 33 N/A Forfeited ( 53,726 ) $ 63.54 Outstanding, March 31, 2024 135,847 $ 61.72 7.25 $ — Exercisable, March 31, 2024 79,176 $ 83.95 5.82 $ — |
Summary of change in outstanding share RSUs | The following table summarizes the change in outstanding RSUs: Number of Weighted Outstanding, December 31, 2023 90,725 $ 49.16 Reverse stock split fractional shares adjustment 60 N/A Forfeited ( 5,253 ) $ 99.94 Vested and settled ( 5,690 ) $ 124.26 Outstanding, March 31, 2024 79,842 $ 40.52 Vested but not yet settled, March 31, 2024 439 $ 121.00 |
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, 2023 50,257 $ 29.57 Reverse stock split fractional shares adjustment 14 N/A Redeemed ( 1,821 ) $ 151.32 Outstanding, March 31, 2024 48,450 $ 25.03 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of stock-based compensation expenses | Total stock-based compensation expense related to RSUs included in the condensed consolidated interim statements of operations and comprehensive loss was as follows: Three months ended March 31, 2024 2023 Cost of sales $ ( 48,418 ) $ 143,905 Selling & marketing 13,439 120,544 General & administrative 61,552 403,207 Research & development ( 26,248 ) 419,021 Total expenses related to RSUs (1) $ 325 $ 1,086,677 (1) Estimated forfeiture rate for RSUs as of March 31, 2024 is 20 % compared to the estimated forfeiture rate of 0 % for RSUs as of March 31, 2023. |
Employee Stock Option Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of stock-based compensation expenses | Total stock-based compensation expense related to stock options included in the condensed consolidated interim statements of operations and comprehensive loss was as follows: Three months ended March 31, 2024 2023 Sales & marketing $ — $ 99,242 General & administrative 123,056 499,042 Research & development 126,033 317,379 Total expenses related to options (1) $ 249,089 $ 915,663 (1) Estimated forfeiture rate for stock options as of March 31, 2024 is 8 % compared to the estimated forfeiture rate of 0 % for stock options as of March 31, 2023. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Summary Basic and Diluted Net Loss Per Share | The following table sets forth the calculation of basic and diluted net loss per share during the periods presented: Three months ended March 31, 2024 2023 Numerator: Net loss $ ( 7,508,414 ) $ ( 18,668,678 ) Denominator: Weighted-average shares, basic 6,180,363 3,688,793 Weighted-average shares, diluted 6,180,363 3,688,793 Net loss per share Basic $ ( 1.21 ) $ ( 5.06 ) Diluted $ ( 1.21 ) $ ( 5.06 ) |
Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive shares were not included in the calculation of diluted shares above as the effect would have been anti-dilutive: As of March 31, 2024 2023 Options 135,847 308,105 Warrants 2,574,296 399,209 RSUs 79,842 51,130 DSUs 48,450 39,102 2,838,435 797,546 |
Additional Cash Flow Informat_2
Additional Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary Of Cash Flow, Operating Capital | The net changes in non-cash working capital balances related to operations consist of the following: Three months ended March 31, 2024 2023 Inventory $ 40,970 $ 8,812 Accounts receivables and other receivables ( 420,278 ) 66,159 Prepaid expenses and other current assets 3,452,656 ( 792,684 ) Trade payables, accruals and other accruals ( 3,578,613 ) ( 1,687,578 ) Restructuring costs accrual ( 425,169 ) — Due from related party 29,906 ( 60 ) Operating lease liabilities ( 373,421 ) ( 318,919 ) $ ( 1,273,949 ) $ ( 2,724,270 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Financial Instruments Disclosure [Abstract] | |
Summary of Fair Value of Financial Instruments | Carrying values and fair values of financial instruments that are not carried at fair value are as follows: As of March 31, As of December 31, 2024 2023 Financial liability Carrying value Fair value Carrying value Fair value Funding obligation $ 959,410 $ 959,410 $ 982,912 $ 982,912 Operating lease liabilities $ 6,968,085 $ 9,315,009 $ 7,426,520 $ 9,782,069 Long-term debt $ 3,504,297 $ 3,764,136 $ 3,724,617 $ 3,970,061 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue Disaggregated | Revenue is disaggregated as follows: Three months ended March 31, 2024 2023 Product sales $ 85,169 $ 58,699 Licensing revenue 45,329 96,081 Contract revenue (1) 2,616,759 1,257,479 Other development revenue 525,000 — Development revenue 3,141,759 1,257,479 $ 3,272,257 $ 1,412,259 (1) A portion of contract revenue represents previously recorded deferred revenue that was recognized as revenue after satisfaction of performance obligations either through passage of time or after completion of specific performance milestones. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Summary of Operating Lease Expense | Total operating lease expense included in the condensed consolidated interim statements of operations and comprehensive loss is as follows: Three months ended March 31, 2024 2023 Operating lease expense $ 318,844 $ 400,450 Short term lease expense 36,983 79,563 Variable and other lease expense 110,220 66,528 Total $ 466,047 $ 546,541 |
Summary Of Future Minimum Payments Under Non-cancelable Operating Lease Obligations | Future minimum payments under non-cancelable operating lease obligations were as follows as of March 31, 2024: Remainder of 2024 $ 1,318,116 2025 1,719,548 2026 1,573,802 2027 1,159,226 2028 1,166,646 Thereafter 3,792,436 Total minimum lease payments 10,729,774 Less: interest ( 3,761,689 ) Present value of net minimum lease payments 6,968,085 Less: current portion of lease liabilities ( 1,296,404 ) Total long-term lease liabilities $ 5,671,681 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Summary of net revenues by major geographic area | Our net revenues by major geographic area (based on destination) were as follows: Three months ended March 31, Revenue by geography 2024 2023 United States Product sales $ 8,512 $ 11,025 Development revenue 3,141,759 1,257,479 Licensing revenue 24,059 24,075 Canada Product sales 53,712 18,935 Licensing revenue 21,270 22,852 Other Countries Product sales 22,945 28,739 Licensing revenue — 49,154 Total revenue $ 3,272,257 $ 1,412,259 |
Summary of property plant and equipment net per geographic region | Property, plant and equipment, net per geographic region were as follows: As of March 31, As of December 31, Property, plant and equipment, net 2024 2023 United States $ — $ — Canada 17,603,917 18,333,413 Other countries 244,956 268,201 Total property, plant and equipment, net $ 17,848,873 $ 18,601,614 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 17, Leases , as of March 31, 2024, for each of the periods presented: Long-term debt Other contractual commitment Total Remainder of 2024 $ 663,586 $ 1,146,973 $ 1,810,559 2025 999,789 116,009 1,115,798 2026 1,183,560 29,002 1,212,562 2027 577,081 — 577,081 2028 571,939 — 571,939 Thereafter 705,720 — 705,720 $ 4,701,675 $ 1,291,984 $ 5,993,659 |
Corporate Information - Additio
Corporate Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 Patent | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of active patent documents | 455 |
Number of patents have issued | 346 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) $ in Millions | 3 Months Ended | ||
Jan. 29, 2024 USD ($) shares | Jan. 26, 2024 | Mar. 31, 2024 | |
Accounting Policies [Abstract] | |||
Reverse stock split ratio | 0.01 | 0.01 | |
Reverse stock split | 1-for-100 | Every one hundred shares of Common Stock issued and outstanding were automatically combined into one | |
Reclassified common stock to additional paid-in-capital | $ | $ 0.5 | ||
Reverse stock split fractional shares adjustment | shares | 177,686 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Reverse Stock Split (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Class of Stock [Line Items] | |||
Number of shares authorized | 10,000,000 | 10,000,000 | |
Number of shares issues | 6,694,635 | 5,659,438 | |
Number of shares outstanding | 6,694,635 | 5,659,438 | |
Weighted average number of shares outstanding - basic | 6,180,363 | 3,688,793 | |
Weighted average number of shares outstanding - diluted | 6,180,363 | 3,688,793 | |
Basic loss per share | $ (1.21) | $ (5.06) | |
Diluted loss per share | $ (1.21) | $ (5.06) | |
Post-Reverse Stock Split [Member] | |||
Class of Stock [Line Items] | |||
Number of shares authorized | 10,000,000 | ||
Number of shares issues | 3,837,449 | ||
Number of shares outstanding | 3,837,449 | ||
Weighted average number of shares outstanding - basic | 3,688,793 | ||
Weighted average number of shares outstanding - diluted | 3,688,793 | ||
Basic loss per share | $ (5.06) | ||
Diluted loss per share | $ (5.06) | ||
Pre-Reverse Stock Split [Member] | |||
Class of Stock [Line Items] | |||
Number of shares authorized | 1,000,000,000 | ||
Number of shares issues | 383,744,889 | ||
Number of shares outstanding | 383,744,889 | ||
Weighted average number of shares outstanding - basic | 368,879,341 | ||
Weighted average number of shares outstanding - diluted | 368,879,341 | ||
Basic loss per share | $ (0.05) | ||
Diluted loss per share | $ (0.05) |
Going Concern - Additional Info
Going Concern - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
May 02, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Net Income (Loss) | $ (7,508,414) | $ (18,668,678) | $ (398,200,000) | |
Accumulated deficit | (616,519,947) | (609,011,533) | ||
Working capital earnings (deficit) | 7,900,000 | 6,200,000 | ||
Negative cash flows from operating activities | $ (5,922,764) | $ (15,520,162) | $ (42,200,000) | |
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 | |||
Subsequent Event [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Percentage of reduction in workforce | 80% | |||
Severance payments, benefits and related costs | $ 1,500,000 |
Realignment and Consolidation_2
Realignment and Consolidation Plan - Additional Information (Details) - USD ($) | 3 Months Ended | 10 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |||
Realignment and consolidation plan, initiation date | Jun. 06, 2023 | ||
Restructuring expense | $ 266,035 | $ 4,100,000 | |
Restructuring costs accrual | 1,008,924 | $ 1,008,924 | $ 1,182,112 |
Cash payments for restructuring | $ 400,000 |
Note Receivable - Additional In
Note Receivable - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Aug. 07, 2023 | Aug. 28, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jan. 21, 2024 | Dec. 14, 2022 | |
Debt Instrument [Line Items] | |||||||
Aggregate purchase of common stock | $ 10,477,069 | ||||||
Next Bridge Hydrocarbons Inc. [Member] | Loan Sale Agreement [Member] | Gregory McCabe [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Cash consideration on sale of notes receivable | $ 6,000,000 | ||||||
Notes receivable | 24,000,000 | ||||||
Aggregate purchase of common stock | $ 6,000,000 | $ 500,000 | |||||
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% | ||||||
Total shares sold of common stock | 18,517 | ||||||
Next Bridge Hydrocarbons Inc. [Member] | Release Agreement [Member] | Gregory McCabe [Member] | |||||||
Debt Instrument [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 | ||||||
Total shares sold of common stock | 18,517 | ||||||
Treasury stock reissued | $ 100,000 | ||||||
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 |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 512,897 | $ 558,837 |
Supplies | 10,693 | 10,747 |
Work in process | 36,999 | 45,912 |
Finished goods | 42,226 | 43,922 |
Inventory provision | (478,938) | (490,671) |
Total inventory | $ 123,877 | $ 168,747 |
Prepaid Expenses And Other Cu_3
Prepaid Expenses And Other Current Assets - Summary of Prepaid Expenses And Other Current Assets (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 1,253,610 | $ 1,476,981 |
Receivable for insurance proceeds (Note 19) | 0 | 3,100,000 |
Other current assets | 257,666 | 332,794 |
Taxes receivable | 76,216 | 161,588 |
Total prepaid expenses and other current assets | $ 1,587,492 | $ 5,071,363 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 61,081,490 | $ 62,301,597 |
Accumulated depreciation and impairment | (43,232,617) | (43,699,983) |
Property, plant and equipment, net | 17,848,873 | 18,601,614 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 439,115 | 449,872 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 5,060,849 | 5,184,826 |
Property, Plant and Equipment, Useful Life | 25 years | |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,550,507 | 1,583,617 |
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 | $ 796,670 | 815,777 |
Property, Plant and Equipment, Useful Life | 1 year | |
Manufacturing equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 23,608,611 | 23,979,024 |
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 | $ 895,962 | 914,265 |
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 | $ 22,311,365 | 22,794,726 |
Leasehold improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Leasehold improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Enterprise Resource Planning software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 197,560 | 202,400 |
Property, Plant and Equipment, Useful Life | 5 years | |
Assets under construction [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 6,220,851 | $ 6,377,090 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 0.3 | $ 1.5 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Intangible Assets, Net (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 66,551,275 | $ 67,294,055 |
Accumulated amortization and impairment | (49,614,929) | (49,263,754) |
Intangibles, Net | 16,936,346 | 18,030,301 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 42,862,050 | 43,025,376 |
Patents [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Useful Life (years) | 10 years | |
Patents [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Useful Life (years) | 5 years | |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 124,649 | 126,839 |
Developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 13,970,480 | 14,312,717 |
Intangibles, Useful Life (years) | 20 years | |
Customer contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangibles, Gross | $ 9,594,096 | $ 9,829,123 |
Intangibles, Useful Life (years) | 5 years |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information - (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 0.7 | $ 1.8 | |
Goodwill impairment | $ 282.2 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long Term Debt (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total debt | $ 3,504,297 | $ 3,724,617 |
Less: current portion | 545,215 | 801,628 |
Long-term debt | 2,959,082 | 2,922,989 |
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 1,236,633 | 1,486,966 |
ACOA BDP 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 990,836 | 1,047,122 |
ACOA PBS 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 27,654 | 29,936 |
ACOA Regional Relief and Recovery Fund ("RRRF") 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 135,869 | 151,070 |
EDC 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 1,113,305 | $ 1,009,523 |
Long-Term Debt - Summary of L_2
Long-Term Debt - Summary of Long Term Debt (Parenthetical) (Details) | 3 Months Ended | ||||
Mar. 31, 2024 USD ($) | Mar. 31, 2024 CAD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2024 CAD ($) | Dec. 31, 2023 CAD ($) | |
Debt Instrument [Line Items] | |||||
Revenues | $ 3,272,257 | $ 1,412,259 | |||
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 | $ 2,122,882 | $ 2,481,823 | |||
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | Gross Revenues Are Less Than Canadian Dollar 1,000,000 [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of annual principal repayments | 0% | 0% | |||
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | Gross Revenues Are Less Than Canadian Dollar 1,000,000 [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Revenues | $ 1,000,000 | ||||
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | Gross Revenues Are Less Than Canadian Dollar 10,000,000 And Greater Than Canadian Dollar 1,000,000 [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of annual principal repayments | 5% | 5% | |||
Revenues | $ 10,000,000 | ||||
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | Gross Revenues Are Less Than Canadian Dollar 10,000,000 And Greater Than Canadian Dollar 1,000,000 [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Revenues | 10,000,000 | ||||
ACOA Atlantic Innovation Fund ("AIF") 2015 [Member] | Gross Revenue Are Greater Than Canadian Dollar 10,000,000 [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal periodic payment | $ 500,000 | ||||
Percentage of variable annual principal repayment | 1% | 1% | |||
Revenues | $ 1,000,000 | ||||
ACOA BDP 2018 [Member] | |||||
Debt Instrument [Line Items] | |||||
Long term debt maturity date | May 01, 2029 | May 01, 2029 | |||
Debt annual principal repayments commencement date | Jun. 01, 2021 | Jun. 01, 2021 | |||
Maximum contribution | $ 3,000,000 | ||||
Principal periodic payment | $ 31,250 | ||||
Frequency of payment | monthly | monthly | |||
Deferred government assistance | $ 425,872 | ||||
Long Term debt cumulative drawdown amount | $ 1,937,500 | 2,031,250 | |||
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 | $ 52,778 | 56,944 | |||
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 | 258,000 | 291,000 | |||
EDC 2022 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt annual principal repayments commencement date | Jan. 31, 2026 | Jan. 31, 2026 | |||
Maximum contribution | 2,000,000 | ||||
Principal periodic payment | $ 30,000 | ||||
Frequency of payment | monthly | monthly | |||
Deferred government assistance | 600,000 | ||||
Long Term debt cumulative drawdown amount | $ 2,000,000 | $ 1,800,000 | |||
Long-term debt, term | 60 months | 60 months | |||
EDC 2022 [Member] | Building renovations [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum contribution | $ 1,000,000 | ||||
EDC 2022 [Member] | Equipment [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum contribution | $ 1,000,000 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - USD ($) | 3 Months Ended | ||||||
Feb. 21, 2024 | Feb. 19, 2024 | Jan. 26, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Feb. 10, 2023 | |
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |||||
Common stock, shares par value | $ 0.001 | $ 0.001 | |||||
Offering price | $ 6,694 | $ 543,046 | |||||
Reverse stock split | 1-for-100 | Every one hundred shares of Common Stock issued and outstanding were automatically combined into one | |||||
Share price | $ 60 | ||||||
Non-cash issuance costs as a result of amendment of June 2022 Warrants and December 2023 Warrants | $ 185,331 | ||||||
Letter Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Reverse stock split | 1-for-100 | ||||||
DSUs [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock units vested and settled equal number of common shares | 1,821 | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Total shares sold of common stock | 175,740 | ||||||
Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock units vested and settled equal number of common shares | 5,690 | ||||||
At The Market Offering Program [Member] | Sales Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares par value | $ 0.001 | ||||||
Total shares sold of common stock | 175,740 | ||||||
Gross proceeds from issuance of common stock | $ 10,500,000 | ||||||
Net proceeds from issuance of common stock | $ 10,000,000 | ||||||
At The Market Offering Program [Member] | Maximum [Member] | Sales Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Offering price | $ 100,000,000 | ||||||
February 2024 Offering | |||||||
Class of Stock [Line Items] | |||||||
Net proceeds from issuance of common stock | $ 3,000,000 | ||||||
February 2024 Offering | Common Stock [Member] | Securities Purchase Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued | 600,000 | ||||||
Sale of stock combined with warrant, price per share | $ 4.04 | ||||||
Purchase price of per share | 0.001 | ||||||
Warrants exercise price | $ 3.91 | ||||||
February 2024 Offering | Pre-Funded Warrant [Member] | Securities Purchase Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of securities called by warrant | 250,000 | 250,000 | |||||
Pre - funded warrant combined with warrant price per share | $ 4.039 | ||||||
February 2024 Offering | Warrant [Member] | Securities Purchase Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of securities called by warrant | 850,000 | ||||||
February 2024 Offering | June 2022 Warrant [Member] | Letter Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of securities called by warrant | 74,074 | ||||||
February 2024 Offering | December 2022 Warrant [Member] | Letter Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of securities called by warrant | 25,000 | ||||||
February 2024 Offering | June 2022 Warrant and December 2022 Warrant [Member] | Letter Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Non-cash issuance costs as a result of amendment of June 2022 Warrants and December 2023 Warrants | $ 200,000 |
Capital Stock - Summary of Chan
Capital Stock - Summary of Changes in Warrants (Details) - Warrants [Member] | 3 Months Ended |
Mar. 31, 2024 USD ($) shares | |
Class of Warrant or Right [Line Items] | |
Balance, beginning of period, shares | 1,974,280 |
Reverse stock split fractional shares adjustment | 16 |
Issued, shares | 850,000 |
Exercised, shares | (250,000) |
Balance, end of period, shares | 2,574,296 |
Balance, beginning of period | $ | $ 39,269,867 |
Issued | $ | 2,017,800 |
Exercised | $ | (589,784) |
Balance, end of period | $ | $ 40,697,883 |
Stock-Based Payments - Addition
Stock-Based Payments - Additional Information (Details) | Dec. 03, 2021 shares |
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 share RSUs (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
DSU Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding, beginning of period | 50,257 |
Reverse stock split fractional shares adjustment | 14 |
Redeemed | (1,821) |
Outstanding, end of period | 48,450 |
Weighted average grant date fair value, beginning balance | $ / shares | $ 29.57 |
Weighted average grant date fair value, redeemed | $ / shares | 151.32 |
Weighted average grant date fair value, ending balance | $ / shares | $ 25.03 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding, beginning of period | 90,725 |
Reverse stock split fractional shares adjustment | 60 |
Forfeited | (5,253) |
Awards vested and settled | (5,690) |
Outstanding, end of period | 79,842 |
Weighted average grant date fair value, beginning balance | $ / shares | $ 49.16 |
Forfeited, Weighted Average grant date fair value | $ / shares | 99.94 |
Vested and settled, Weighted Average grant date fair value | $ / shares | 124.26 |
Weighted average grant date fair value, ending balance | $ / shares | $ 40.52 |
Vested, end of period, Number of RSUs | 439 |
Vested, end of period, Weighted Average grant date fair value | $ / shares | $ 121 |
Stock-Based Payments - Summar_2
Stock-Based Payments - Summary of Stock-Based Compensation Expenses (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total expenses | $ 310,825 | $ 1,858,440 | |
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total expenses | [1] | 325 | 1,086,677 |
Restricted Stock Units (RSUs) [Member] | Cost of Sales [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total expenses | (48,418) | 143,905 | |
Restricted Stock Units (RSUs) [Member] | Selling & Marketing | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total expenses | 13,439 | 120,544 | |
Restricted Stock Units (RSUs) [Member] | General & Administrative | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total expenses | 61,552 | 403,207 | |
Restricted Stock Units (RSUs) [Member] | Research & Development | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total expenses | (26,248) | 419,021 | |
Employee Stock Option Plan [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total expenses | [2] | 249,089 | 915,663 |
Employee Stock Option Plan [Member] | Selling & Marketing | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total expenses | 99,242 | ||
Employee Stock Option Plan [Member] | General & Administrative | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total expenses | 123,056 | 499,042 | |
Employee Stock Option Plan [Member] | Research & Development | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total expenses | $ 126,033 | $ 317,379 | |
[1] Estimated forfeiture rate for RSUs as of March 31, 2024 is 20 % compared to the estimated forfeiture rate of 0 % for RSUs as of March 31, 2023. Estimated forfeiture rate for stock options as of March 31, 2024 is 8 % compared to the estimated forfeiture rate of 0 % for stock options as of March 31, 2023. |
Stock-Based Payments - Summar_3
Stock-Based Payments - Summary of Stock-Based Compensation Expenses (Parenthetical) (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Change in estimated forfeiture rate | 20% | 0% |
Employee Stock Option Plan [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Change in estimated forfeiture rate | 8% | 0% |
Stock-Based Payments - Summar_4
Stock-Based Payments - Summary of Change in Share Outstanding Options (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Outstanding, beginning of period, Number of Options | 189,540 | |
Reverse stock split fractional shares adjustment | 33 | |
Forfeited, Number of Options | (53,726) | |
Outstanding, end of period, Number of Options | 135,847 | 189,540 |
Exercisable, end of period | 79,176 | 121,356 |
Outstanding, beginning of period, Average exercise price per stock option | $ 62.23 | |
Forfeited, Average exercise price per stock option | 63.54 | |
Outstanding, end of period, Average exercise price per stock option | 61.72 | $ 62.23 |
Exercisable, end of period | $ 83.95 | |
Outstanding, Average exercise remaining contractual term (years) | 7 years 3 months | 4 years 8 months 4 days |
Exercisable, Average exercise remaining contractual term (years) | 5 years 9 months 25 days |
Stock-Based Payments - Summar_5
Stock-Based Payments - Summary of Stock Options Outstanding (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Schedule of Stock Options Outstanding [Line Items] | ||
Number outstanding | 135,847 | 189,540 |
Number exercisable | 79,176 | 121,356 |
$12.00 - $27.00 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Range of exercise price, minimum | $ 12 | |
Range of exercise price, maximum | $ 27 | |
Number outstanding | 93,070 | 124,383 |
Number exercisable | 44,641 | 75,457 |
$89.00 - $100.00 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Range of exercise price, minimum | $ 89 | |
Range of exercise price, maximum | $ 100 | |
Number outstanding | 4,200 | 14,918 |
Number exercisable | 4,200 | 11,793 |
$117.00 - $126.00 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Range of exercise price, minimum | $ 117 | |
Range of exercise price, maximum | $ 126 | |
Number outstanding | 10,376 | 15,029 |
Number exercisable | 5,294 | 8,446 |
$131.00 - $158.00 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Range of exercise price, minimum | $ 131 | |
Range of exercise price, maximum | $ 158 | |
Number outstanding | 17,451 | 24,460 |
Number exercisable | 14,291 | 16,286 |
$197.00 - 200.00 [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Range of exercise price, minimum | $ 197 | |
Range of exercise price, maximum | $ 200 | |
Number outstanding | 10,750 | 10,750 |
Number exercisable | 10,750 | 9,374 |
Net Loss Per Share - Summary Ba
Net Loss Per Share - Summary Basic and Diluted Net Loss Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net loss | $ (7,508,414) | $ (18,668,678) |
Denominator: | ||
Weighted-average shares, basic | 6,180,363 | 3,688,793 |
Weighted-average shares, diluted | 6,180,363 | 3,688,793 |
Net loss per share | ||
Basic | $ (1.21) | $ (5.06) |
Diluted | $ (1.21) | $ (5.06) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,838,435 | 797,546 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 135,847 | 308,105 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,574,296 | 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 | 79,842 | 51,130 |
DSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 48,450 | 39,102 |
Additional Cash Flow Informat_3
Additional Cash Flow Information - Summary of Cash Flow, Operating Capital (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Increase (Decrease) in Operating Capital [Abstract] | ||
Inventory | $ 40,970 | $ 8,812 |
Accounts receivables and other receivables | (420,278) | 66,159 |
Prepaid expenses and other current assets | 3,452,656 | (792,684) |
Trade payables, accruals and other accruals | (3,578,613) | (1,687,578) |
Restructuring costs accrual | (425,169) | |
Due from related party | 29,906 | (60) |
Operating lease liabilities | (373,421) | (318,919) |
Total | $ (1,273,949) | $ (2,724,270) |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of Financial Instruments (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Operating lease liabilities | $ 6,968,085 | |
Long-term debt | 3,504,297 | $ 3,724,617 |
Carrying Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Funding obligation | 959,410 | 982,912 |
Operating lease liabilities | 6,968,085 | 7,426,520 |
Long-term debt | 3,504,297 | 3,724,617 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Funding obligation | 959,410 | 982,912 |
Operating lease liabilities | 9,315,009 | 9,782,069 |
Long-term debt | $ 3,764,136 | $ 3,970,061 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | 3 Months Ended | ||||
Mar. 31, 2024 USD ($) Segment Customer | Mar. 31, 2023 USD ($) Customer | Sep. 30, 2023 USD ($) | Aug. 31, 2023 USD ($) | ||
Disaggregation of Revenue [Line Items] | |||||
Number of operating segment | Segment | 1 | ||||
Total revenue | $ 3,272,257 | $ 1,412,259 | |||
Development contract value | $ 22,700,000 | $ 6,200,000 | $ 2,100,000 | ||
Contract revenue [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Number of major customers | Customer | 2 | 1 | |||
Total revenue | [1] | $ 2,616,759 | $ 1,257,479 | ||
Contract revenue [Member] | A G10 Central Bank [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | $ 1,300,000 | ||||
Contract revenue [Member] | Customer One [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | 2,600,000 | ||||
Contract revenue [Member] | Customer Two [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | $ 400,000 | ||||
Contract revenue [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | A G10 Central Bank [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk, percentage | 89.10% | ||||
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 | 79.80% | ||||
Contract revenue [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk, percentage | 11.50% | ||||
[1] A portion of contract revenue represents previously recorded deferred revenue that was recognized as revenue after satisfaction of performance obligations either through passage of time or after completion of specific performance milestones. |
Revenue - Summary of Revenue Di
Revenue - Summary of Revenue Disaggregated (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 3,272,257 | $ 1,412,259 | |
Product sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 85,169 | 58,699 | |
Licensing revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 45,329 | 96,081 | |
Contract revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | [1] | 2,616,759 | 1,257,479 |
Other development revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 525,000 | ||
Development revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 3,141,759 | $ 1,257,479 | |
[1] A portion of contract revenue represents previously recorded deferred revenue that was recognized as revenue after satisfaction of performance obligations either through passage of time or after completion of specific performance milestones. |
Leases - Additional Information
Leases - Additional Information (Details) | 3 Months Ended | ||
Jan. 15, 2024 USD ($) | Mar. 31, 2024 USD ($) Agreement | Mar. 31, 2023 Agreement | |
Number of lease agreements | Agreement | 0 | 0 | |
Derecognized lease liability | $ 300,000 | ||
Derecognized ROU assets | $ 300,000 | $ 250,878 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Lease, Cost [Abstract] | ||
Operating lease expense | $ 318,844 | $ 400,450 |
Short term lease expense | 36,983 | 79,563 |
Variable and other lease expense | 110,220 | 66,528 |
Total | $ 466,047 | $ 546,541 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Payments Under Non-cancelable Operating Lease Obligations (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
Remainder of 2024 | $ 1,318,116 | |
2025 | 1,719,548 | |
2026 | 1,573,802 | |
2027 | 1,159,226 | |
2028 | 1,166,646 | |
Thereafter | 3,792,436 | |
Total minimum lease payments | 10,729,774 | |
Less: interest | (3,761,689) | |
Present value of net minimum lease payments | 6,968,085 | |
Less: current portion of lease liabilities | (1,296,404) | $ (1,452,863) |
Total long-term lease liabilities | $ 5,671,681 | $ 5,973,657 |
Segment and Geographic Inform_3
Segment and Geographic Information - Schedule Net Revenues by Major Geographic Area (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 3,272,257 | $ 1,412,259 |
Product sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 85,169 | 58,699 |
Development revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,141,759 | 1,257,479 |
Licensing revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 45,329 | 96,081 |
United States | Product sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 8,512 | 11,025 |
United States | Development revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,141,759 | 1,257,479 |
United States | Licensing revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 24,059 | 24,075 |
Canada | Product sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 53,712 | 18,935 |
Canada | Licensing revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 21,270 | 22,852 |
Other countries | Product sales | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 22,945 | 28,739 |
Other countries | Licensing revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 0 | $ 49,154 |
Segment and Geographic Inform_4
Segment and Geographic Information - Schedule of Property Plant and Equipment Net per Geographic Region (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 17,848,873 | $ 18,601,614 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | ||
Canada | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 17,603,917 | 18,333,413 |
Other countries | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 244,956 | $ 268,201 |
Segment and Geographic Inform_5
Segment and Geographic Information (Additional Information) (Details) | 3 Months Ended |
Mar. 31, 2024 Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Number of reportable segment | 1 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 1 Months Ended | 3 Months Ended | |||||||||||
Dec. 20, 2023 USD ($) | Sep. 29, 2023 | Sep. 21, 2023 USD ($) | Nov. 01, 2022 | Jul. 05, 2022 USD ($) | Jan. 15, 2021 USD ($) Patent | Sep. 30, 2022 USD ($) Pounds | Mar. 31, 2024 USD ($) Installment | Mar. 25, 2024 USD ($) | Feb. 08, 2024 CAD ($) | Dec. 31, 2023 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 | ||||||||||||
Accruals and other payables | $ 3,841,799 | $ 7,249,291 | |||||||||||
Royalties | 0 | ||||||||||||
Accruals and Other Payables [Member] | |||||||||||||
Payments of civil money penalty amount | 1,000,000 | ||||||||||||
Amended Supply Agreement [Member] | |||||||||||||
Purchase obligation, agreement period | 3 years | ||||||||||||
Non-cancelable orders | 300,000 | ||||||||||||
WestPark Capital Group, LLC [Member] | Accruals and Other Payables [Member] | |||||||||||||
Litigation liability | 300,000 | ||||||||||||
Nevada Shareholder Action [Member] | |||||||||||||
Litigation settlement, amount awarded to other party | $ 3,000,000 | ||||||||||||
Insurance recoveries | $ 2,850,000 | ||||||||||||
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 | ||||||||||||
Non-cancelable orders | 700,000 | ||||||||||||
Accruals and other payables | 400,000 | ||||||||||||
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 | ||||||||||||
Breach of Contract [Member] | MRS Constructions Limited [Member] | |||||||||||||
Litigation fees claim | $ 1 | ||||||||||||
Trade payables | 500,000 | ||||||||||||
Breach of Contract [Member] | Sustainable Development Technology Canada [Member] | |||||||||||||
Litigation fees claim | $ 200,000 | ||||||||||||
Breach of Contract [Member] | Sustainable Development Technology Canada [Member] | Accruals and Other Payables [Member] | |||||||||||||
Litigation fees claim | $ 200,000 | ||||||||||||
Breach of Contract [Member] | WestPark Capital Group, LLC [Member] | |||||||||||||
Monetary relief, sought value | $ 500,000 | ||||||||||||
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. 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 | ||||||||||||
Litigation settlement, amount awarded to other party | $ 3,000,000 | ||||||||||||
Insurance recoveries | $ 2,850,000 | ||||||||||||
Legal settlement payment | $ 3,000,000 | ||||||||||||
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) | Mar. 31, 2024 USD ($) |
Long-Term Debt [Member] | |
Loss Contingencies [Line Items] | |
Remainder of 2024 | $ 663,586 |
2025 | 999,789 |
2026 | 1,183,560 |
2027 | 577,081 |
2028 | 571,939 |
Thereafter | 705,720 |
Contractual obligation | 4,701,675 |
Other Contractual Commitment [Member] | |
Loss Contingencies [Line Items] | |
Remainder of 2024 | 1,146,973 |
2025 | 116,009 |
2026 | 29,002 |
Contractual obligation | 1,291,984 |
Contractual Cash Obligations [Member] | |
Loss Contingencies [Line Items] | |
Remainder of 2024 | 1,810,559 |
2025 | 1,115,798 |
2026 | 1,212,562 |
2027 | 577,081 |
2028 | 571,939 |
Thereafter | 705,720 |
Contractual obligation | $ 5,993,659 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | May 02, 2024 |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Percentage of reduction in workforce | 80% |