Cover
Cover | 9 Months Ended |
Sep. 30, 2022 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Atlis Motor Vehicles Inc. |
Entity Central Index Key | 0001722969 |
Entity Tax Identification Number | 81-4380534 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 1828 N Higley Rd. |
Entity Address, Address Line Two | Suite 116 |
Entity Address, City or Town | Mesa |
City Area Code | (408) |
Local Phone Number | 674-9027 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 1828 N Higley Rd. |
Entity Address, Address Line Two | Suite 116 |
Entity Address, City or Town | Mesa |
Entity Address, State or Province | AZ |
Entity Address, Postal Zip Code | 85205 |
City Area Code | (408) |
Local Phone Number | 674-9027 |
Contact Personnel Name | Mark Hanchett |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 1,414 | $ 3,146 |
Prepaid expenses and other assets | 216 | 290 |
Other receivables | 32 | |
Total current assets | 1,662 | 3,436 |
Property and equipment, net | 1,724 | 980 |
Construction in progress | 70 | |
Intangible assets, net | 10 | 11 |
Right-of-use assets | 874 | |
Security deposits | 101 | 90 |
Vendor deposits | 290 | 96 |
TOTAL ASSETS | 4,731 | 4,613 |
Current liabilities: | ||
Accounts payable | 1,368 | 66 |
Accrued expenses | 595 | 167 |
Payroll tax liabilities | 124 | 57 |
Advanced customer deposits | 522 | |
Paycheck protection program loan | 397 | |
Current portion of deferred rent | 22 | |
Current portion of lease liability | 485 | |
Total current liabilities | 3,094 | 709 |
Deferred rent | 104 | |
Lease liability, net of current portion | 692 | |
Total liabilities | 3,786 | 813 |
Stockholders’ equity | ||
Additional paid-in capital | 202,002 | 151,733 |
Accumulated deficit | (201,061) | (147,936) |
Total stockholders’ equity | 945 | 3,800 |
Total liabilities and stockholders’ equity | 4,731 | 4,613 |
Common Class C [Member] | ||
Stockholders’ equity | ||
Common stock par value | ||
Common Class D [Member] | ||
Stockholders’ equity | ||
Common stock par value | 3 | 2 |
Common Class A [Member] | ||
Stockholders’ equity | ||
Common stock par value | $ 1 | $ 1 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized | 96,248,541 | |
Common Class C [Member] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 15,000 | 15,000 |
Common stock, shares issued | 0 | 5,000 |
Common stock, shares outstanding | 0 | 5,000 |
Common Class D [Member] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 41,925,572 | 41,925,572 |
Common stock, shares issued | 29,775,370 | 25,725,370 |
Common stock, shares outstanding | 29,775,370 | 25,725,370 |
Common Class A [Member] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 54,307,968 | 54,307,968 |
Common stock, shares issued | 9,538,691 | 6,854,576 |
Common stock, shares outstanding | 9,538,691 | 6,854,576 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses: | ||||
Stock based compensation | $ 10,163 | $ 81,595 | $ 34,370 | $ 88,271 |
General and administrative | 3,879 | 1,658 | 11,494 | 4,244 |
Advertising | 1,494 | 1,028 | 5,131 | 2,182 |
Research and development | 670 | 447 | 2,536 | 1,193 |
Total operating expenses | 16,206 | 84,728 | 53,531 | 95,890 |
Operating loss | (16,206) | (84,728) | (53,531) | (95,890) |
Other income (expense): | ||||
Paycheck protection program forgiveness | 397 | |||
Loss on disposal of property and equipment | (152) | |||
Interest expense | (5) | (5) | ||
Other income | 63 | 87 | 165 | 48 |
Total other income | 58 | 87 | 405 | 48 |
Net Loss | $ (16,148) | $ (84,641) | $ (53,126) | $ (95,842) |
Loss per share, basic | $ (2.06) | $ (6.59) | $ (7.22) | $ (6.69) |
Weighted average number of common shares outstanding used in computing loss per share: | 7,848,640 | 12,853,502 | 7,363,248 | 14,332,128 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock Class A [Member] | Common Stock Class C [Member] | Common Stock Class D [Member] | Securities Receivable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 1 | $ 13,378 | $ (14,199) | $ (820) | |||
Beginning balance, Shares at Dec. 31, 2020 | 14,845,067 | ||||||
Common Stock issued for cash | $ 1 | 13,190 | 13,190 | ||||
Common Stock issued for cash, Shares | 2,916,592 | ||||||
Shares issued for services and rent guarantees | 186 | 186 | |||||
Shares issued for services and rent guarantees, Shares | 32,500 | 5,000 | |||||
Series D Stock issued | $ 2 | 2 | |||||
Series D Stock issued, Shares | 24,040,000 | ||||||
Stock based compensation | 88,271 | 88,271 | |||||
Founder Class A shares relinquished | $ (1) | (1) | |||||
Founder class A shares relinquished, Shares | (10,000,000) | ||||||
Net Loss | (95,842) | (95,842) | |||||
Ending balance, value at Sep. 30, 2021 | $ 1 | $ 2 | 115,025 | (110,041) | 4,987 | ||
Ending balance, Shares at Sep. 30, 2021 | 7,794,159 | 5,000 | 24,040,000 | ||||
Beginning balance, value at Jun. 30, 2021 | $ 2 | 25,263 | (25,400) | (135) | |||
Beginning balance, Shares at Jun. 30, 2021 | 15,676,631 | 5,000 | |||||
Common Stock issued for cash | 7,981 | 7,981 | |||||
Common Stock issued for cash, Shares | 2,085,028 | ||||||
Shares issued for services and rent guarantees | 186 | 186 | |||||
Shares issued for services and rent guarantees, Shares | 32,500 | ||||||
Series D Stock issued | $ 2 | 2 | |||||
Series D Stock issued, Shares | 24,040,000 | ||||||
Stock based compensation | 81,595 | 81,595 | |||||
Stock based compensation, Shares | |||||||
Founder Class A shares relinquished | $ (1) | (1) | |||||
Founder class A shares relinquished, Shares | (10,000,000) | ||||||
Net Loss | (84,641) | (84,641) | |||||
Ending balance, value at Sep. 30, 2021 | $ 1 | $ 2 | 115,025 | (110,041) | 4,987 | ||
Ending balance, Shares at Sep. 30, 2021 | 7,794,159 | 5,000 | 24,040,000 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 1 | $ 2 | 151,734 | (147,935) | 3,802 | ||
Beginning balance, Shares at Dec. 31, 2021 | 6,854,576 | 5,000 | 25,725,370 | ||||
Common Stock issued for cash | 15,272 | 15,272 | |||||
Common Stock issued for cash, Shares | 1,172,561 | ||||||
Shares issued for services and rent guarantees | 10 | 10 | |||||
Shares issued for services and rent guarantees, Shares | 2,000 | 5,000 | |||||
Series D Stock issued | $ 1 | 1 | |||||
Series D Stock issued, Shares | 4,050,000 | ||||||
Exchange of Class C to Class A | 572 | 572 | |||||
Exchange of Class C to Class A, Shares | 75,000 | (10,000) | |||||
Stock based compensation | 34,414 | 34,414 | |||||
Stock based compensation, Shares | 1,434,554 | ||||||
Net Loss | (53,126) | (53,126) | |||||
Ending balance, value at Sep. 30, 2022 | $ 1 | $ 3 | 202,002 | (201,061) | 945 | ||
Ending balance, Shares at Sep. 30, 2022 | 9,538,691 | 29,775,370 | |||||
Beginning balance, value at Jun. 30, 2022 | $ 1 | $ 3 | 185,449 | (184,913) | 540 | ||
Beginning balance, Shares at Jun. 30, 2022 | 7,657,322 | 28,425,370 | |||||
Common Stock issued for cash | 6,390 | 6,390 | |||||
Common Stock issued for cash, Shares | 446,815 | ||||||
Shares issued for services and rent guarantees | |||||||
Shares issued for services and rent guarantees, Shares | |||||||
Series D Stock issued, Shares | 1,350,000 | ||||||
Stock based compensation | 10,163 | 10,163 | |||||
Stock based compensation, Shares | 1,434,554 | ||||||
Net Loss | (16,148) | (16,148) | |||||
Ending balance, value at Sep. 30, 2022 | $ 1 | $ 3 | $ 202,002 | $ (201,061) | $ 945 | ||
Ending balance, Shares at Sep. 30, 2022 | 9,538,691 | 29,775,370 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (53,126) | $ (95,842) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 193 | 13 |
Employee stock based compensation | 34,370 | 88,271 |
Non-employee stock compensation | 627 | |
Forgiveness of Paycheck Protection Loan | (397) | (93) |
Loss on the sale of property and equipment | 152 | |
Interest expense | 5 | |
Changes in assets and liabilities: | ||
Prepaid expenses and other current assets | 74 | (187) |
Other receivables | (32) | 3 |
Accounts payable | 1,161 | 16 |
Accrued expenses | 569 | 96 |
Payroll tax liabilities | 68 | (562) |
Capital lease liability | 193 | |
Net change in operating lease assets and liabilities | 110 | |
Advanced customer deposits | 523 | |
Deferred rent | (126) | (8) |
Security deposits | (11) | (3) |
Vendor deposits | (194) | |
Net cash used in operating activities | (15,841) | (8,296) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,394) | (752) |
Addition of intangible assets | (26) | |
Proceeds from sale of property and equipment | 230 | |
Net cash used in investing activities | (1,164) | (778) |
Cash flows from financing activities | ||
Proceeds from stock issuance | 15,273 | 13,377 |
Proceeds from paycheck protection loan | 397 | |
Net cash provided by financing activities | 15,273 | 13,774 |
Net (decrease) increase in cash | (1,732) | 4,700 |
Cash, beginning of period | 3,146 | 43 |
Cash, end of period | 1,414 | 4,743 |
Cash paid for income taxes | 5 | 5 |
Supplemental disclosures of non-cash activity: | ||
Purchases on account related to property and equipment | 193 | |
Incremental expense on Class C to Class A stock exchange | $ 572 | $ 186 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Organization ATLIS Motor Vehicles Inc. (the “Company” or “ATLIS”), a Delaware corporation based in Mesa, Arizona, was incorporated in 2016. ATLIS is a vertically integrated, electric vehicle technology ecosystem company committed to electrifying vehicles and equipment for Work. The Company is developing three products to meet the needs of our target customer, proprietary AMV battery cell and pack technology, a modular and scalable electric powered platform and an electric pickup truck. The AMV battery technology is the core of the Company’s hardware platform and is designed to be capable of charging a full-size pickup in less than 15 minutes. Basis of presentation The accompanying unaudited condensed consolidated financial statements are presented on the same basis as the Company’s Annual Report on Form 1-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (“SEC") on May 16, 2022 (“2021 Form 1-K") pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”). The Company has made its disclosures in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation with respect to interim financial statements, have been included. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto in the 2021 Form 1-K. References to amounts in the consolidated financial statement sections are in thousands, except share and per share data, unless otherwise specified. Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. During the nine month period ended September 30, 2022, the Company incurred a net loss of $ 53 16 1.4 201 During the quarter, the Company continued to raise capital through stock sales and investment campaigns. In the nine months ended September 30, 2022, the Company raised $ 15.3 These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date these financial statements are issued. Company management is addressing this risk by pursuing all available options for funding including accessing the public markets through public listing. On September 27, 2022, the Company registered its regulation A shares with the SEC and listed on the NASDAQ Stock Market LLC under the ticker symbol “AMV”. Additionally, as disclosed in Note 12, on November 3, 2022 the Company entered into a Securities Purchase Agreement with certain institutional investors for gross proceeds of up to $ 27 30 Change in Accounting Policy The Company has opted for an effective adoption date of January 1, 2022 for the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases. As a result of implementation, the Company recorded a right of use asset, current portion of lease liability and lease liability, net of current portion in the amounts of $ 874 338 646 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Recent Accounting Pronouncements And Summary Of Significant Accounting Policies | |
Recent Accounting Pronouncements and Summary of Significant Accounting Policies | 2. Recent Accounting Pronouncements and Summary of Significant Accounting Policies Recent Accounting Pronouncements In December 2019, the FASB issued Accounting Standards Update, Simplifying the Accounting for Income Taxes Income Taxes The Company has reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a material impact on its consolidated financial statements. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or results of operations may be affected. Segment Reporting The Company evaluated segment reporting in accordance with Accounting Standards Codification 280 – Segment Reporting (“ASC 280”) and concluded that ATLIS is comprised of one operating segment. The Company reports segment information based on the operating results regularly reviewed by the chief operating decision maker to make decisions about resource allocation and the performance of the business. Concentration of Credit Risks The Company is subject to concentrations of credit risk primarily from cash and cash equivalents. The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company’s cash and cash equivalents accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250 Advertising The Company began utilizing media networks, including, but not limited to online and social media presence to build awareness for the product and brand. Advertising costs for the three and nine months ended September 30, 2022 were $ 1.5 5.1 1.0 2.2 Income Taxes Income taxes are accounted for in accordance with the provisions of ASC 740. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, but no less than quarterly, to reduce deferred tax assets to the amounts expected to be realized. Long-Lived Assets In accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such facts and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. There were no impairment charges for the three or nine months ended September 30, 2022. Research and Development Expenses Research and development costs are charged to operations when incurred and are included in Operating expenses on the unaudited condensed consolidated statements of operations. The Company recorded $ 670 2.5 477 1.2 Stock Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation. Under the fair value recognition provisions of this topic, stock based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period, which is the vesting period. The Company uses the Black-Scholes option-pricing method for valuing stock option awards. Calculating the fair value of stock option awards requires the input of subjective assumptions. Other reasonable assumptions could have a material impact on the Company’s stock based compensation expense and therefore, its operational results. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment consist of the following (in thousands): Schedule of Property and equipment September 30, 2022 December 31, 2021 Leasehold improvements $ 130 $ 130 Office equipment 98 64 Tools and plant equipment 1,629 830 Vehicles 70 59 Less—Accumulated depreciation (203 ) (103 ) Property and equipment, net $ 1,724 $ 980 Depreciation expense for the three months ended September 30, 2022 and September 30, 2021 was $ 77 5 251 12 240 193 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 4. Intangible Assets Intangible assets consist of the following (in thousands): Schedule of Intangible assets September 30, 2022 December 31, 2021 Patents $ 12 $ 12 Less—Accumulated amortization (2 ) (1 ) Intangible assets, net $ 10 $ 11 The Company recorded amortization expense related to patent number 11.069.945 on July 20, 2021 straight-line method 10 1 1 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. At December 31, 2021, the Company had net operating loss carryforwards of approximately $ 31.4 2037 In December 2017, the U.S. Tax Cuts and Jobs Act of 2017 ("Tax Act") was enacted into law which significantly revises the Internal Revenue Code of 1986, as amended. The newly enacted federal income tax law, among other things, contains significant changes to corporate taxation, including a flat corporate tax rate of 21 The Company generated an income tax benefit of $ 14.6 The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. At September 30, 2022 and 2021 the Company did no |
Paycheck Protection Program Loa
Paycheck Protection Program Loan | 9 Months Ended |
Sep. 30, 2022 | |
Paycheck Protection Program Loan | |
Paycheck Protection Program Loan | 6. Paycheck Protection Program Loan On February 11, 2021, The Company was granted a loan from Washington Federal Bank, in the aggregate amount of $ 397 1.0 397 On April 30, 2020, The Company was granted a loan from Washington Federal Bank, in the aggregate amount of $ 93 |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 7. Net Loss per Share Net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period, excluding shares Class D common stock as these shares do not participate in the earnings of the Company. For the three and nine months ended September 30, 2022, and 2021, respectively, the Company’s basic and diluted net loss per share were the same because the Company generated a net loss for each period and potentially dilutive securities are excluded from diluted net loss per share as a result of their anti-dilutive impact. The Company’s basic net loss per share was $ 2.06 7.22 6.59 6.69 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 8. Leases The Company adopted ASC 842, Leases (“ASC 842”), on January 1, 2022. Consequently, financial information has not been updated for dates and periods before this date. Additionally, the Company chose to elect certain relief options offered in ASC 842 including the package of practical expedients, the option to account for separate lease and non-lease components as a single unit, and the option to exclude right-of-use assets and lease liabilities that arise from short term leases (i.e. leases with terms of twelve months or less). Under ASC 842, the Company determines if an arrangement is a lease at inception. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date of the lease based on the present value of lease payments over the lease term. The Company’s lease consists of mixed-use office and warehouse space in Mesa, Arizona. The Company’s lease evaluation may include options to terminate the lease when it is reasonably certain that the Company will exercise such options. When readily determinable, the Company uses the implicit rate in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for amortization of the ROU asset is recognized on a straight-line basis over the lease term. The Company’s lease agreements do not contain any material residual value guarantees, material restrictions or covenants. The Company had a weighted average remaining lease term of 5 3.25 The Company’s aggregate lease maturities as of September 30, 2022, are as follows (in thousands): Schedule of lease maturities Year 2022 (remaining 3 months) $ 90 2023 368 2024 379 2025 194 Total minimum lease payments 1,031 Less imputed interest (47 ) Total operating lease liabilities $ 984 The Company entered into a capital lease agreement on July 1, 2022, with a vendor to purchase equipment to be used in research and development. The terms of the note are 18 months at 7% interest payable in monthly installments of $14 thousand. The Company recorded a total of $ 193 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Legal Proceedings The Company is not currently subject to any material legal proceedings, nor, to the Company’s knowledge, are any material legal proceedings threatened against the Company. From time to time, the Company may be a party to certain legal or regulatory proceedings in the ordinary course of business. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, management does not expect that any such future proceedings will have a material effect on the Company’s financial condition or results of operations. |
Select Balance Sheet Accounts
Select Balance Sheet Accounts | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Select Balance Sheet Accounts | 10. Select Balance Sheet Accounts Vendor Deposits During 2021, the Company paid $60 thousand to Salt River Project, an Arizona utility company, as a refundable deposit for engineering services for implementation of additional electricity capacity to facilitate the development of the Company’s 1.5MW charging capabilities. Additionally, the Company recorded a total of $30 thousand in 2021 for deposits on equipment purchases to be delivered at future dates. At September 30, 2022 the company had total Vendor deposits of $ 290 100 Advanced Customer Deposits The Company defers the recognition of revenue when cash payments are received or due in advance of satisfying the Company’s performance obligations, including amounts which are refundable. As of September 30, 2022 the Advanced customer deposit balance of $ 522 |
Stock Based Compensation and Co
Stock Based Compensation and Common Stock | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stock Based Compensation and Common Stock | 11. Stock Based Compensation and Common Stock The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, (“ASC 718”). Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period, which is the vesting period. Prior to and up until the quarter ended September 30, 2021, the Company awarded employees grants in common stock as part of employee compensation, which typically vested over four years. Upon vesting, the company recorded employee stock compensation to additional paid-in-capital as the shares were vested but not issued. The share value was calculated based on the most recent funding event. Subsequently, the Company changed its accounting policy to value company shares based on appraisal of fair market value that considered all available information material to the value of the Company, including the present value of anticipated future cash flows and other relevant factors such as a discount for lack of marketability. The same method was applied retrospectively to value stock grant awards in prior years. As a result, the company revised the previously recorded share-based compensation expenses based on the use of the appraisal method. On August 24, 2021, the Company offered employees the option to convert their vested stock grants into stock options at weighted average conversion ratio of approximately 6.64 115 10,000,000 On August 24,2021, the Company issued 25,725,370 Between August 24, 2021 and December 31, 2021, the Company awarded 578,400 On June 17, 2022, the Company agreed with a third party who provided a rent guarantee to the Company’s landlord on the Company’s building in Mesa, Arizona to exchange 75,000 shares of Class A common stock for 10,000 shares of Class C common stock. The Company recorded General and Administrative expenses of $572 thousand on the Company’s Unaudited Condensed Consolidated Statements of operations for the three months ended June 30, 2022 resulting from consideration provided for the loss of perquisites afforded to the Class C shareholder. In the nine months ended September 30, 2022, the Company granted 714,043 4,687,518 The Company recorded $ 10.2 34.4 81.6 88.3 The Company uses the Black-Scholes option-pricing method for valuing stock option awards. Calculating the fair value of stock option awards requires the input of subjective assumptions. Other reasonable assumptions could provide differing results. The fair value of stock options at the grant date was determined using the following assumptions for the three and nine months ended September 30, 2022 and 2021, respectively. Schedule of stock options at the grant date Three and Nine months ended September 30, 2022 2021 Expected average life (years) 7 7 Expected volatility 75.33 73.56 Risk-free interest rate 1.65 0.06 Expected dividend yield 0 0 Compensation expense was determined by applying the Black-Scholes model on the appraised value of the underlying share price for each stock on the grant date. A summary of the Company’s outstanding stock options and restricted stock units (“RSU”) as of September 30, 2022, and changes during the nine months then ended is presented below: Schedule of stock options and restricted stock units Activity Options RSUs Shares Weighted Weighted Shares Weighted Outstanding, December 31, 2021 45,466,295 $ 7.00 7 1,344,657 $ - Granted 782,605 7 110,000 7.00 Exercised - - - - Forfeited (585,162 ) 7.00 (7,456 ) - Shares issued - (1,278,858 ) Unissued shares converted to options 78,343 (78,343 ) Expired - - - - Outstanding, September 30, 2022 45,742,081 $ 7.00 7 90,000 7.00 Exercisable, September 30, 2022 31,961,690 $ 7.00 7 - - Common Stock The total number of shares of common stock the Company has authority to issue is 96,248,541 0.0001 In 2021 and 2022, the Company issued Class D shares of Common Stock. These shares are not traded openly or available for sale to the public. Class D shares are offered only to the President and the Chief Executive Officer of the Company. Each class D share of common stock is granted ten votes compared to Class A shares of common stock which are granted one vote per share. The shares of Class D Stock are not entitled to receive any dividends or any distribution on a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Class D shares are not convertible, are deemed to have no economic value, and upon a holder’s cessation of service to the Company, such holder shall, on the one-year anniversary of such cessation, surrender to the Company for no consideration all shares of Class D Stock owned by such holder. Class D stock were issued to the Chief Executive Officer and President in the amount of 29,775,370 The breakdown of common stock by class at September 30, 2022 and December 31, 2021 were as follows: Schedule of breakdown of common stock by class September 30, 2022 December 31, 2021 Class A 9,538,691 6,854,576 Class C - 5,000 Class D 29,775,370 25,725,370 Total Shares Outstanding 39,314,061 32,584,946 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events As previously disclosed in a Current Report on Form 8-K filed with the SEC on November 4, 2022, the Company entered into a Securities Purchase Agreement (the “ Purchase Agreement 27 30 Under the first tranche of funding, which closed upon signing of the Purchase Agreement, for gross proceeds of $9 million the Company issued Notes to the Investors in the aggregate principal amount of $10 million and Warrants to purchase up to an aggregate of 231,312 Warrant Shares. Upon the third trading day following the effectiveness of the Registration Statement, and subject to the satisfaction of certain conditions, a second tranche of funding will be provided by the Investors in the aggregate principal amount of $10 million for gross proceeds to the Company of $9 million. Upon the thirtieth trading day following the closing of the second tranche of funding, and subject to the satisfaction of certain conditions, a third tranche of funding will be provided by the Investors in the aggregate principal amount of $10 million for gross proceeds to the Company of $9 million. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Recent Accounting Pronouncements And Summary Of Significant Accounting Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued Accounting Standards Update, Simplifying the Accounting for Income Taxes Income Taxes The Company has reviewed all recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a material impact on its consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or results of operations may be affected. |
Segment Reporting | Segment Reporting The Company evaluated segment reporting in accordance with Accounting Standards Codification 280 – Segment Reporting (“ASC 280”) and concluded that ATLIS is comprised of one operating segment. The Company reports segment information based on the operating results regularly reviewed by the chief operating decision maker to make decisions about resource allocation and the performance of the business. |
Concentration of Credit Risks | Concentration of Credit Risks The Company is subject to concentrations of credit risk primarily from cash and cash equivalents. The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company’s cash and cash equivalents accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250 |
Advertising | Advertising The Company began utilizing media networks, including, but not limited to online and social media presence to build awareness for the product and brand. Advertising costs for the three and nine months ended September 30, 2022 were $ 1.5 5.1 1.0 2.2 |
Income Taxes | Income Taxes Income taxes are accounted for in accordance with the provisions of ASC 740. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, but no less than quarterly, to reduce deferred tax assets to the amounts expected to be realized. |
Long-Lived Assets | Long-Lived Assets In accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such facts and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. There were no impairment charges for the three or nine months ended September 30, 2022. |
Research and Development Expenses | Research and Development Expenses Research and development costs are charged to operations when incurred and are included in Operating expenses on the unaudited condensed consolidated statements of operations. The Company recorded $ 670 2.5 477 1.2 |
Stock Based Compensation | Stock Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation. Under the fair value recognition provisions of this topic, stock based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period, which is the vesting period. The Company uses the Black-Scholes option-pricing method for valuing stock option awards. Calculating the fair value of stock option awards requires the input of subjective assumptions. Other reasonable assumptions could have a material impact on the Company’s stock based compensation expense and therefore, its operational results. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and equipment | Schedule of Property and equipment September 30, 2022 December 31, 2021 Leasehold improvements $ 130 $ 130 Office equipment 98 64 Tools and plant equipment 1,629 830 Vehicles 70 59 Less—Accumulated depreciation (203 ) (103 ) Property and equipment, net $ 1,724 $ 980 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible assets | Schedule of Intangible assets September 30, 2022 December 31, 2021 Patents $ 12 $ 12 Less—Accumulated amortization (2 ) (1 ) Intangible assets, net $ 10 $ 11 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of lease maturities | Schedule of lease maturities Year 2022 (remaining 3 months) $ 90 2023 368 2024 379 2025 194 Total minimum lease payments 1,031 Less imputed interest (47 ) Total operating lease liabilities $ 984 |
Stock Based Compensation and _2
Stock Based Compensation and Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of stock options at the grant date | Schedule of stock options at the grant date Three and Nine months ended September 30, 2022 2021 Expected average life (years) 7 7 Expected volatility 75.33 73.56 Risk-free interest rate 1.65 0.06 Expected dividend yield 0 0 |
Schedule of stock options and restricted stock units Activity | Schedule of stock options and restricted stock units Activity Options RSUs Shares Weighted Weighted Shares Weighted Outstanding, December 31, 2021 45,466,295 $ 7.00 7 1,344,657 $ - Granted 782,605 7 110,000 7.00 Exercised - - - - Forfeited (585,162 ) 7.00 (7,456 ) - Shares issued - (1,278,858 ) Unissued shares converted to options 78,343 (78,343 ) Expired - - - - Outstanding, September 30, 2022 45,742,081 $ 7.00 7 90,000 7.00 Exercisable, September 30, 2022 31,961,690 $ 7.00 7 - - |
Schedule of breakdown of common stock by class | Schedule of breakdown of common stock by class September 30, 2022 December 31, 2021 Class A 9,538,691 6,854,576 Class C - 5,000 Class D 29,775,370 25,725,370 Total Shares Outstanding 39,314,061 32,584,946 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |||
Nov. 04, 2022 | Sep. 30, 2022 | Jan. 02, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||
Net Loss | $ 53,000 | |||
Net cash flows used in operating activities | 16,000 | |||
Cash | 1,400 | |||
Accumulated deficit | 201,000 | |||
Proceeds from issuance of common stock | 15,300 | |||
Operating lease right of use asset | 874 | $ 874 | ||
Operating lease liability current | 485 | 338 | ||
Operating lease liability non current | $ 692 | $ 646 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from debt | $ 27,000 | |||
Principal amount | $ 30,000 |
Recent Accounting Pronounceme_3
Recent Accounting Pronouncements and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Recent Accounting Pronouncements And Summary Of Significant Accounting Policies | ||||
Cash fdic insurance amount | $ 250 | $ 250 | ||
Advertising costs | 1,500 | $ 1,000 | 5,100 | $ 2,200 |
Research and development | $ 670 | $ 477 | $ 2,500 | $ 1,200 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ (203) | $ (103) |
Property plant and equipment, net | 1,724 | 980 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment , gross | 130 | 130 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment , gross | 98 | 64 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment , gross | 1,629 | 830 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment , gross | $ 70 | $ 59 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 77 | $ 5 | $ 251 | $ 12 |
Property and equipment | 240 | |||
Capital lease | $ 193 | $ 193 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 12 | $ 12 |
Less—Accumulated amortization | (2) | (1) |
Intangible assets, net | $ 10 | $ 11 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Descriptive of patent number | patent number 11.069.945 on July 20, 2021 | |
Finite-Lived Intangible Assets, Amortization Method | straight-line method | |
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Amortization of intangible assets | $ 1 | $ 1 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Operating loss carry forward | $ 31,400 | ||
Operating loss carryforward expiration date | 2037 | ||
Corporate tax rate | 21% | ||
Current income tax expenses benefit | $ 14,600 | ||
Unrecognized uncertain tax positions | $ 0 | $ 0 |
Paycheck Protection Program L_2
Paycheck Protection Program Loan (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Feb. 11, 2021 | Apr. 30, 2020 | |
Short-Term Debt [Line Items] | |||
Interest rate | 1% | ||
Other income | $ 397 | ||
Federal Reserve Bank Advances [Member] | |||
Short-Term Debt [Line Items] | |||
Loan granted | $ 397 | $ 93 |
Net Loss per Share (Details Nar
Net Loss per Share (Details Narrative) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Earning per share basic | $ 2.06 | $ 6.59 | $ 7.22 | $ 6.69 |
Leases (Details)
Leases (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 (remaining 3 months) | $ 90 |
2023 | 368 |
2024 | 379 |
2025 | 194 |
Total minimum lease payments | 1,031 |
Less imputed interest | (47) |
Total operating lease liabilities | $ 984 |
Leases (Details Narrative)
Leases (Details Narrative) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
Operating Lease, Weighted Average Remaining Lease Term | 5 years |
Operating Lease, Weighted Average Discount Rate, Percent | 3.25% |
Lease liabilities | $ 193 |
Select Balance Sheet Accounts (
Select Balance Sheet Accounts (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Vendor Deposits | $ 290 | $ 100 |
Advanced customer deposit balance | $ 522 |
Stock Based Compensation and _3
Stock Based Compensation and Common Stock (Details) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Equity [Abstract] | ||
Expected average life (years) | 7 years | 7 years |
Expected volatility | 75.33% | 73.56% |
Risk-free interest rate | 1.65% | 0.06% |
Expected dividend yield | 0% | 0% |
Stock Based Compensation and _4
Stock Based Compensation and Common Stock (Details 1) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Payment Arrangement, Option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Balance at beginning | 45,466,295 |
Balance at beginning fair value | $ / shares | $ 7 |
Weighted average conttractual term (in years) | 7 years |
Granted | shares | 782,605 |
Weighted average conttractual term (in years) | 7 years |
Exercised | shares | |
Forfeited | shares | (585,162) |
Fair value exercised | $ / shares | $ 7 |
Shares issued | shares | |
Unissued shares converted to options | shares | 78,343 |
Expired | shares | |
Balance at ending | 45,742,081 |
Balance at ending fair value | $ / shares | $ 7 |
Weighted average conttractual term (in years) | 7 years |
Options, Exercisable, Number | 31,961,690 |
Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 7 |
Weighted average conttractual term (in years) | 7 years |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Balance at beginning | 1,344,657 |
Balance at beginning fair value | $ / shares | |
Granted | shares | 110,000 |
Granted fair value | $ / shares | $ 7 |
Exercised | shares | |
Forfeited | shares | (7,456) |
Shares issued | shares | (1,278,858) |
Unissued shares converted to options | shares | (78,343) |
Balance at ending | 90,000 |
Balance at ending fair value | $ / shares | $ 7 |
Options, Exercisable, Number | |
Options, Exercisable, Weighted Average Exercise Price | $ / shares |
Stock Based Compensation and _5
Stock Based Compensation and Common Stock (Details 2) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Total Shares Outstanding | 39,314,061 | 32,584,946 |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Total Shares Outstanding | 9,538,691 | 6,854,576 |
Common Class C [Member] | ||
Class of Stock [Line Items] | ||
Total Shares Outstanding | 5,000 | |
Common Class D [Member] | ||
Class of Stock [Line Items] | ||
Total Shares Outstanding | 29,775,370 | 25,725,370 |
Stock Based Compensation and _6
Stock Based Compensation and Common Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Aug. 24, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||
Weighted average conversion ratio | 6.64% | |||||
Employee Benefits and Share-Based Compensation | $ 115,000 | |||||
Vested stock unissued | 10,000,000 | |||||
Stock Issued During Period, Shares, Employee Benefit Plan | 714,043 | |||||
Options vested | 4,687,518 | |||||
Share-Based Payment Arrangement, Expense | $ 10,200 | $ 81,600 | $ 34,400 | $ 88,300 | ||
Common Stock, Shares Authorized | 96,248,541 | 96,248,541 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Common Stock Class D [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 25,725,370 | |||||
Stock Issued During Period, Shares, Employee Benefit Plan | 578,400 | |||||
Common Class D [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common Stock, Shares Authorized | 41,925,572 | 41,925,572 | 41,925,572 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common Stock, Shares, Issued | 29,775,370 | 29,775,370 | 25,725,370 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] $ in Thousands | Nov. 04, 2022 USD ($) |
Subsequent Event [Line Items] | |
Proceeds from debt | $ 27,000 |
Principal amount | $ 30,000 |
Gross proceeds description | Under the first tranche of funding, which closed upon signing of the Purchase Agreement, for gross proceeds of $9 million the Company issued Notes to the Investors in the aggregate principal amount of $10 million and Warrants to purchase up to an aggregate of 231,312 Warrant Shares. Upon the third trading day following the effectiveness of the Registration Statement, and subject to the satisfaction of certain conditions, a second tranche of funding will be provided by the Investors in the aggregate principal amount of $10 million for gross proceeds to the Company of $9 million. Upon the thirtieth trading day following the closing of the second tranche of funding, and subject to the satisfaction of certain conditions, a third tranche of funding will be provided by the Investors in the aggregate principal amount of $10 million for gross proceeds to the Company of $9 million. |