Cover
Cover | 6 Months Ended |
Jun. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Nxu, Inc. |
Entity Central Index Key | 0001722969 |
Entity Tax Identification Number | 92-2819012 |
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 |
Entity Address, State or Province | AZ |
Entity Address, Postal Zip Code | 85205 |
City Area Code | (760) |
Local Phone Number | 515-1133 |
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 | (760) |
Local Phone Number | 515-1133 |
Contact Personnel Name | Mark Hanchett |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | |||
Cash | $ 3,055 | $ 2,701 | $ 3,146 |
Prepaid expenses and other assets | 966 | 290 | |
Prepaid expenses and other current assets | 1,208 | 868 | |
Inventory | 930 | 98 | |
Total current assets | 5,193 | 3,667 | 3,436 |
Property and equipment, net | 2,072 | 2,441 | 980 |
Intangible assets, net | 9 | 10 | 11 |
Right-of-use assets | 645 | 798 | |
Security deposits | 488 | 101 | 90 |
Vendor deposits | 529 | 21 | 96 |
Total assets | 8,936 | 7,038 | 4,613 |
Current Liabilities: | |||
Accounts payable | 1,671 | 1,523 | 66 |
Accrued expenses | 818 | 1,686 | 167 |
Payroll tax liabilities | 71 | 10 | 57 |
Contract liability | 526 | 523 | |
Note payable | 80 | ||
Paycheck protection program loan | 397 | ||
Current portion of deferred rent | 22 | ||
Current portion of finance lease liability | 157 | ||
Variable share settled restricted stock units | 176 | ||
Current portion of operating lease liability | 355 | 344 | |
Total current liabilities | 3,697 | 4,243 | 709 |
Deferred rent | 104 | ||
Lease liability, net of current portion | 378 | 558 | |
Convertible debt and warrant liability, at fair value | 4,318 | 11,285 | |
Warrant liability, at fair value | 374 | ||
Convertible debt, at fair value | 10,911 | ||
Total liabilities | 8,393 | 16,086 | 813 |
Stockholders' (deficit) equity: | |||
Additional paid-in capital | 246,173 | 209,564 | 151,733 |
Accumulated deficit | (245,637) | (218,616) | (147,936) |
Total stockholders' equity (deficit) | 543 | (9,048) | 3,800 |
Total liabilities and stockholders' (deficit) equity | 8,936 | 7,038 | 4,613 |
Common Class A [Member] | |||
Stockholders' (deficit) equity: | |||
Common stock value | 4 | 1 | 1 |
Common Class B [Member] | |||
Stockholders' (deficit) equity: | |||
Common stock value | $ 3 | 3 | 2 |
Common Class C [Member] | |||
Stockholders' (deficit) equity: | |||
Common stock value |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Common stock, shares authorized | 96,248,541 | ||
Common Class A [Member] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 4,000,000,000 | 54,307,968 | 54,307,968 |
Common stock, shares issued | 38,174,853 | 9,763,838 | 6,854,576 |
Common stock, shares outstanding | 38,174,853 | 9,763,838 | 6,854,576 |
Common Class B [Member] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 41,925,572 | 41,925,572 |
Common stock, shares issued | 33,825,370 | 31,125,370 | 25,725,370 |
Common stock, shares outstanding | 33,825,370 | 31,125,370 | 25,725,370 |
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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
Revenue | ||||||
Operating expenses: | ||||||
Stock based compensation | 5,654 | 10,252 | 11,617 | 24,207 | 41,502 | 123,245 |
Research and development | 4,732 | 2,761 | 8,449 | 4,230 | 9,648 | 4,429 |
General and administrative | 4,089 | 2,857 | 7,998 | 5,250 | 12,353 | 3,329 |
Advertising | 146 | 1,782 | 180 | 3,638 | 5,297 | 2,678 |
Total operating expenses | 14,621 | 17,652 | 28,244 | 37,325 | 68,800 | 133,681 |
Operating loss | (14,621) | (17,652) | (28,244) | (37,325) | (68,800) | (133,681) |
Other income (expense) | ||||||
Paycheck protection program forgiveness | 397 | 397 | 397 | |||
Gain/(loss) on sale or disposal of property and equipment | 110 | (152) | 110 | (152) | (152) | |
Interest expense | (39) | (40) | (7) | |||
Warrant expense | (984) | |||||
Other income (expense) | 15 | 115 | 33 | 102 | 166 | (55) |
Gain/(loss) on convertible debt and warrant liability | (177) | 2,104 | (2,285) | |||
Total other income | (91) | 360 | 1,223 | 347 | (1,881) | (55) |
Net loss | $ (14,712) | $ (17,292) | $ (27,021) | $ (36,978) | $ (70,681) | $ (133,736) |
Loss per share, basic | $ (0.40) | $ (2.06) | $ (0.98) | $ (2.14) | $ (8.88) | $ (10.77) |
Loss per share, diluted | $ (0.40) | $ (2.06) | $ (0.98) | $ (2.14) | ||
Weighted average number of common shares outstanding used in computing loss per share: basic | 36,465,402 | 8,407,414 | 27,644,989 | 17,249,345 | 7,961,009 | 12,417,226 |
Weighted average number of common shares outstanding used in computing loss per share: dilued | 36,465,402 | 8,407,414 | 27,644,989 | 17,249,345 | 7,961,009 | 12,417,226 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock Class A [Member] | Common Stock Class C [Member] | Common Stock Class B [Member] | Securities Receivable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 2 | $ 13,378 | $ (14,199) | $ (819) | |||
Beginning balance, Shares at Dec. 31, 2020 | 14,845,067 | ||||||
Common stock issued for cash | 14,542 | 14,542 | |||||
Common Stock issued for cash, Shares | 1,977,009 | ||||||
Series B Stock Issued | $ 2 | 2 | |||||
Series B Stock Issued, shares | 25,725,370 | ||||||
Founder Class A shares relinquished | $ (1) | (1) | |||||
Founder Class A shares relinquished, shares | (10,000,000) | ||||||
Shares issued for services | $ 1 | 568 | 569 | ||||
Shares issued for services, shares | 32,500 | 5,000 | |||||
Stock based compensation | 123,245 | 123,245 | |||||
Net loss | (133,736) | (133,736) | |||||
Ending balance, value at Dec. 31, 2021 | $ 1 | $ 1 | $ 2 | 151,733 | (147,935) | 3,802 | |
Ending balance, Shares at Dec. 31, 2021 | 6,854,576 | 5,000 | 25,725,370 | ||||
Common stock issued for cash | 1,361 | 8,882 | 8,882 | ||||
Common Stock issued for cash, Shares | 725,746 | ||||||
Series B stock issued | |||||||
Series B Stock Issued, Shares | 2,700,000 | ||||||
Exchange of class C to class A stock | 572 | 571 | |||||
Exchange of class C to class A stock, shares | 75,000 | (10,000) | |||||
Shares issued for services and rent guarantees | 55 | 55 | |||||
Stock based compensation | 24,207 | 24,207 | |||||
Shares issued for services and rent guarantees, shares | 2,000 | 5,000 | |||||
Net loss | (36,978) | (36,978) | |||||
Ending balance, value at Jun. 30, 2022 | $ 1 | $ 3 | 185,449 | (184,913) | 539 | ||
Ending balance, Shares at Jun. 30, 2022 | 7,657,322 | 28,425,370 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 1 | $ 1 | $ 2 | 151,733 | (147,935) | 3,802 | |
Beginning balance, Shares at Dec. 31, 2021 | 6,854,576 | 5,000 | 25,725,370 | ||||
Common stock issued for cash | 15,302 | 15,302 | |||||
Common Stock issued for cash, Shares | 2,475,616 | ||||||
Series B Stock Issued | $ 1 | 1 | |||||
Series B Stock Issued, shares | 5,400,000 | ||||||
Exchange of Class C to Class A | $ (1) | 572 | 571 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 75,000 | (10,000) | |||||
Shares issued for services | 89 | 89 | |||||
Shares issued for services, shares | 151,546 | 5,000 | |||||
Stock based compensation | 41,608 | 41,608 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 170,000 | ||||||
Exercise of stock options | 260 | 260 | |||||
Exercise of Stock Options, shares | 37,100 | ||||||
Net loss | (70,681) | (70,681) | |||||
Ending balance, value at Dec. 31, 2022 | $ 1 | $ 3 | 209,564 | (218,616) | (9,048) | ||
Ending balance, Shares at Dec. 31, 2022 | 9,763,838 | 31,125,370 | |||||
Beginning balance, value at Mar. 31, 2022 | $ 1 | $ 3 | (1,361) | 170,497 | (167,621) | 1,519 | |
Beginning balance, Shares at Mar. 31, 2022 | 7,162,069 | 10,000 | 27,075,370 | ||||
Common stock issued for cash | 1,361 | 4,110 | 5,471 | ||||
Common Stock issued for cash, Shares | 418,253 | ||||||
Series B stock issued | |||||||
Series B Stock Issued, Shares | 1,350,000 | ||||||
Exchange of class C to class A stock | 572 | 572 | |||||
Exchange of class C to class A stock, shares | 75,000 | (10,000) | |||||
Shares issued for services and rent guarantees | 18 | 18 | |||||
Stock based compensation | 10,252 | 10,252 | |||||
Shares issued for services and rent guarantees, shares | 2,000 | ||||||
Net loss | (17,292) | (17,292) | |||||
Ending balance, value at Jun. 30, 2022 | $ 1 | $ 3 | 185,449 | (184,913) | 539 | ||
Ending balance, Shares at Jun. 30, 2022 | 7,657,322 | 28,425,370 | |||||
Beginning balance, value at Dec. 31, 2022 | $ 1 | $ 3 | 209,564 | (218,616) | (9,048) | ||
Beginning balance, Shares at Dec. 31, 2022 | 9,763,838 | 31,125,370 | |||||
Common stock issued for cash | $ 1 | 4,920 | 4,921 | ||||
Common Stock issued for cash, Shares | 8,297,059 | ||||||
Series B stock issued | |||||||
Series B Stock Issued, Shares | 2,700,000 | ||||||
Shares issued for services | 106 | 106 | |||||
Shares issued for services, shares | 145,935 | ||||||
Exercise of series A warrants | 3,330 | 3,330 | |||||
Exercise of Series A Warrants, shares | 5,417,100 | ||||||
Conversion of long term debt to equity | $ 2 | 16,294 | 16,296 | ||||
Conversion of long term debt to equity , shares | 14,472,948 | ||||||
Stock based compensation | 11,412 | 11,412 | |||||
Exercise of stock options | 547 | 547 | |||||
Exercise of Stock Options, shares | 77,973 | ||||||
Net loss | (27,021) | (27,021) | |||||
Ending balance, value at Jun. 30, 2023 | $ 4 | $ 3 | 246,173 | (245,637) | 543 | ||
Ending balance, Shares at Jun. 30, 2023 | 38,174,853 | 33,825,370 | |||||
Beginning balance, value at Mar. 31, 2023 | $ 3 | $ 3 | 238,846 | (230,925) | 7,927 | ||
Beginning balance, Shares at Mar. 31, 2023 | 32,856,398 | 32,475,370 | |||||
Common stock issued for cash | |||||||
Common Stock issued for cash, Shares | |||||||
Series B stock issued | |||||||
Series B Stock Issued, Shares | 1,350,000 | ||||||
Shares issued for services | 34 | 34 | |||||
Shares issued for services, shares | 60,000 | ||||||
Conversion of long term debt to equity | $ 1 | 1,814 | 1,815 | ||||
Conversion of long term debt to equity , shares | 5,258,455 | ||||||
Stock based compensation | 5,479 | 5,479 | |||||
Net loss | (14,712) | (14,712) | |||||
Ending balance, value at Jun. 30, 2023 | $ 4 | $ 3 | $ 246,173 | $ (245,637) | $ 543 | ||
Ending balance, Shares at Jun. 30, 2023 | 38,174,853 | 33,825,370 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (27,021) | $ (36,978) | $ (70,681) | $ (133,736) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization | 301 | 116 | 348 | 89 |
Employee stock based compensation | 11,617 | 24,207 | 41,502 | 123,245 |
Non-employee stock based compensation | 106 | 627 | 768 | 186 |
Non-cash warrant expense | 984 | |||
Paycheck Protection Loan Program | (398) | |||
Forgiveness of Paycheck Protection Loan | (397) | (93) | ||
(Gain)/loss on fair value of convertible debt and warrant liability | (2,104) | 2,285 | ||
(Gain)/loss on the sale or disposal of property and equipment | (110) | 152 | 152 | |
Changes in assets and liabilities: | ||||
Prepaid expenses and other current assets | (340) | (37) | (676) | (285) |
Other receivables | (242) | |||
Inventory | (832) | |||
Accounts payable | 148 | 609 | 1,211 | (56) |
Accrued expenses | (868) | 449 | 1,520 | 70 |
Payroll tax liabilities | 61 | (56) | (47) | (555) |
Net change in operating lease assets and liabilities | (14) | (10) | (22) | |
Contract liability | 3 | 225 | 523 | |
Deferred rent | (12) | |||
Security deposits | (387) | (12) | (11) | (3) |
Vendor deposits | (508) | 17 | 75 | (38) |
Net cash used in operating activities | (18,964) | (11,331) | (23,450) | (11,188) |
Cash flows from investing activities: | ||||
Purchases of property and equipment | (380) | (59) | (1,787) | (1,019) |
Addition of intangible assets | (12) | |||
Proceeds from the sale of property and equipment | 559 | 230 | ||
Payments on financing lease liability | (77) | |||
Net cash provided by (used in) investing activities | 102 | (59) | (1,557) | (1,031) |
Cash flows from financing activities: | ||||
Proceeds from stock issuance | 15,302 | 14,925 | ||
Proceeds from the issuance of convertible debt | 9,000 | 9,000 | ||
Payments on convertible debt | (2,351) | |||
Proceeds from the exercise of stock options | 547 | 260 | ||
Proceeds from paycheck protection loan | 397 | |||
Proceeds from public offering, net of offering costs | 12,020 | 8,882 | ||
Net cash provided by financing activities | 19,216 | 8,882 | 24,562 | 15,322 |
Net (decrease) increase in cash | 354 | (2,508) | (445) | 3,103 |
Cash, beginning of period | 2,701 | 3,146 | 3,146 | 43 |
Cash, end of period | 3,055 | 638 | 2,701 | 3,146 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for income taxes | 1 | 5 | ||
Interest | 1 | 7 | 1 | |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Purchases on account related to property and equipment | 232 | |||
Incremental expense on Class C to Class A stock exchange | $ 572 | |||
Debt converted to equity | $ 16,294 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Reorganization, Merger and Incorporation of Nxu, Inc. On May 12, 2023, Atlis Motor Vehicles Inc. (“Atlis”) completed its previously announced reorganization merger pursuant to the Agreement and Plan of Merger, dated as of April 16, 2023 (the “Reorganization Agreement”), by and among Atlis, Nxu, Inc., a Delaware Corporation (the “Company” or “Nxu”), and Atlis Merger Sub, Inc., a Delaware corporation and, as of immediately prior to the consummation of such merger, a wholly-owned subsidiary of Nxu (“Merger Sub”). The Reorganization Agreement provided for the merger of Atlis and Merger Sub, with Atlis surviving the merger as a wholly-owned subsidiary of Nxu (the “Reorganization Merger”). The Reorganization Agreement was approved and adopted by Atlis’s stockholders at Atlis’s Special Meeting of Stockholders, which was held on May 9, 2023. The directors and executive officers of Nxu immediately following the completion of the Reorganization Merger are the same individuals who were directors and executive officers, respectively, of Atlis as of immediately prior to the Reorganization Merger. Upon completion of the Reorganization Merger, Nxu Class A Common Stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder and for purposes of Rule 12g-3(a), Nxu is the successor issuer to Atlis. Future filings by Nxu with the Securities and Exchange Commission (the “SEC”) will be filed by Nxu under Atlis’s existing CIK number: 0001722969. Transactions that occurred in connection with the Reorganization Merger are considered transactions between entities under common control, and thus the financial statements for periods prior to the Reorganization Merger have been adjusted to combine the previously separate entities for presentation purpose. See more information regarding shares of common stock authorized, issued and outstanding in connection with the Reorganization Merger in Note 11. Organization Nxu, Inc. is a US-based technology company building energy and infrastructure solutions for consumers and businesses to enable faster transition to electrification across all market segments. We design, engineer, and build innovative battery cells and battery packs for use in advanced energy storage systems and mobility products as well as megawatt charging stations. We believe that widespread adoption of Electric Vehicles (“EVs”) across all market segments, especially by the commercial and industrial markets, requires high performing battery and pack solutions that can effectively compete with legacy diesel-based products in terms of capability, performance and charge time. Our battery technology is expected to offer considerable advantages in battery capacity, charging rate, safety, and lifespan. We are confident that these advantages will be highly beneficial to Original Equipment Manufacturers (“OEMs”) in the automotive and medium to heavy duty equipment segments as it would encourage customers to transition to electrification. Our Lithium ion (“Li-ion”) batteries are designed to fully charge in 15 minutes or less, thereby allowing for a more competitive EV experience to match fossil fuel vehicles. We believe Nxu technology may be used to power medium and super-duty pick-up trucks, last mile delivery vehicles, garbage trucks, cement trucks, vans, recreational vehicles (“RVs”), box trucks, light to heavy-duty equipment and more. In addition, our batteries could be used for commercial and residential energy storage devices. Basis of Presentation The accompanying condensed consolidated financial statements are presented on the same basis as the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (“SEC") on March 16, 2023 (“2022 Form 10-K") pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”). The Company has made its disclosures in accordance with United States 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 results for any of the interim periods are not necessarily indicative of the results to be expected for the full year or any other period. The condensed consolidated financial statements (unaudited) should be read in conjunction with the audited consolidated financial statements and the notes thereto in the 2022 Form 10-K. Certain amounts in the condensed consolidated financial statements and the accompanying notes may not compute due to rounding. All computations have been calculated using unrounded amounts for all periods presented. These condensed consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to fairly state, in all material respects, the Company’s financial position and results of operations for the periods presented. Correction of Immaterial Misclassification Management identified an immaterial classification error related to research and development costs previously reported as general and administrative expense in the June 30, 2022 unaudited condensed consolidated financial statements. The correction resulted in an increase to research and development costs of $ 1.6 2.4 Going Concern The accompanying 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 six month period ended June 30, 2023, the Company incurred a net loss of $ 27.0 19.0 3.1 245.6 The Company cannot provide any assurance that unforeseen circumstances that could occur at any time within the next twelve months or thereafter will not increase the need for the Company to raise additional capital on an immediate basis. Additionally, the Company cannot provide any assurance that access to capital will be readily available when needed. 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 secondary offerings. The Company plans to continue considering all avenues available to it in order to obtain the necessary capital to be able to continue as a going concern and to execute on our business objectives including but not limited to debt financing, private placements, public offerings and equity lines of credit. The Company’s success is dependent upon achieving its strategic and financial objectives, including continuing to acquire capital through public markets as we work diligently to achieve future operational revenue goals. | 1. Organization and Basis of Presentation Reorganization, Merger and Incorporation of Nxu, Inc. On May 12, 2023, Atlis Motor Vehicles Inc. (“Atlis”) completed its previously announced reorganization merger pursuant to the Agreement and Plan of Merger, dated as of April 16, 2023 (the “Reorganization Agreement”), by and among Atlis, Nxu, Inc., a Delaware Corporation (the “Company” or “Nxu”), and Atlis Merger Sub, Inc., a Delaware corporation and, as of immediately prior to the consummation of such merger, a wholly-owned subsidiary of Nxu (“Merger Sub”). The Reorganization Agreement provided for the merger of Atlis and Merger Sub, with Atlis surviving the merger as a wholly-owned subsidiary of Nxu (the “Reorganization Merger”). The Reorganization Agreement was approved and adopted by Atlis’s stockholders at Atlis’s Special Meeting of Stockholders, which was held on May 9, 2023. The directors and executive officers of Nxu immediately following the completion of the Reorganization Merger are the same individuals who were directors and executive officers, respectively, of Atlis as of immediately prior to the Reorganization Merger. Upon completion of the Reorganization Merger, Nxu Class A Common Stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder and for purposes of Rule 12g-3(a), Nxu is the successor issuer to Atlis. Future filings by Nxu with the Securities and Exchange Commission (the “SEC”) will be filed by Nxu under Atlis’s existing CIK number: 0001722969. Transactions that occurred in connection with the Reorganization Merger are considered transactions between entities under common control, and thus the financial statements for periods prior to the Reorganization Merger have been adjusted to combine the previously separate entities for presentation purpose. Organization Nxu, Inc. (the “Company” or “Nxu”), a Delaware corporation based in Mesa, Arizona, was incorporated in 2016 under the name “Atlis Motor Vehicles Inc.” Nxu 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 Nxu battery cell and pack technology, a modular and scalable electric powered platform and an electric pickup truck. The Nxu 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 Company’s financial statements are prepared in conformity with U.S. generally accepted accounting principles (GAAP), which requires us to make estimates based on assumptions about current, and for some estimates, future economic and market conditions which affect reported amounts and related disclosures in our financial statements. Although our estimates contemplate current and expected future conditions, it is reasonably possible that actual conditions could differ from our expectations, which could materially affect our results of operations, our financial position and cash flows. The presentation of certain prior period amounts have been adjusted to reflect current period classifications and presentation. Specifically, Research and development costs now include Research and development related employee compensation as well as Research and development, materials and equipment. General and administrative expenses include employee compensation specific to general and administrative expenses as well as Legal and other general and administrative expenses. 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 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 year ended December 31, 2022, the Company incurred a net loss of $ 70.7 23.5 2.7 218.6 The Company cannot provide any assurance that unforeseen circumstances that could occur at any time within the next twelve months or thereafter will not increase the need for the Company to raise additional capital on an immediate basis. Additionally, Company cannot provide any assurance that access to capital will be readily available when needed. 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 Class A shares with the SEC and listed on Nasdaq under the ticker symbol “AMV.” Additionally, as disclosed in Note 14, in January 2023, the company received the second tranche of funding related to its convertible debt agreement entered into on November 4, 2022. Net proceeds were $ 9 8.3 1.56 13 Each unit consists of (i) one share of Class A common stock, (ii) 0.65 Series A warrants to purchase 0.65 shares of Class A common stock and (iii) 0.75 Series B warrants to purchase 0.75 shares of Class A common stock, each such warrant being exercisable from time to time for one share of Class A common stock at an exercise price of $1.56. 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. At the transition date, the operating lease ROU asset and operating lease liability were $ 1.1 1.2 798 344 558 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Recent Accounting Pronouncements and Summary of Significant Accounting Policies Recent Accounting Pronouncements 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 The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Due to uncertainties, actual results could differ from the estimates and assumptions used in preparation of the condensed consolidated financial statements. Stock-based Compensation Stock Options 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 for stock options 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, less actual forfeitures. Compensation expense for stock option awards was determined by applying the Black-Scholes option-pricing model on the appraised value of the underlying share price for each stock on the grant date. Calculating the fair value of stock option awards requires the input of subjective assumptions such as the expected average life of the award (in years), the expected rate of volatility, the risk free interest rate and the expected dividend yield. Other reasonable assumptions could provide differing results. Restricted Stock Units The Company accounts for stock-based compensation related to the granting of Restricted Stock Units (“RSUs”) in accordance with ASC 718. Under the fair value recognition provisions of this topic, stock-based compensation cost for RSUs classified as equity awards is measured at the grant date based on the fair value of the award and is recognized as compensation expense over the requisite service period, which is generally the vesting period. The Company has accounted for certain time-based RSUs as liability classified awards; the awards are granted at a fixed dollar amount settled in a variable number of shares, as such, the fair value approximates the fixed dollar amount at inception. As such, RSUs classified as liability awards will be measured at fair value at the grant date and remeasured at the end of each reporting period until fully vested. Equity classified and liability classified RSUs vest over various periods, ranging from vesting immediately to vesting in increments over a period of three years. Forfeitures are accounted for as they occur in accordance with ASC 718-10-35-3. Compensation cost for time-based RSUs is recognized on a straight-line basis over the requisite service period, which is the vesting period. In accordance with ASC 718-10-35-8, the amount of compensation cost recognized will at least equal the portion of the grant-date value of the award that is vested at that date. | 2. Summary of Significant Accounting Policies 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 In August 2020, the FASB issued Accounting Standards Update 2020-06 (ASU 2020-06). ASU 2020-06 eliminates the beneficial conversion feature and cash conversion models in Accounting Standards Codification 470-20 that require separate accounting for embedded conversion features in convertible instruments. The new guidance also eliminates some of the conditions that must be met for equity classification under ASC 815-40-25. The standard is effective for smaller reporting companies for annual periods beginning after December 15, 2023. Early adoption is permitted. The Company has chosen to early adopt this standard for the period ended December 31, 2022. 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 amounts reported in the consolidated financial statements and accompanying notes. Due to uncertainties, actual results could differ from the estimates and assumptions used in preparation of the consolidated financial statements. Segment Reporting The Company evaluated segment reporting in accordance with Accounting Standards Codification 280 – Segment Reporting (“ASC 280”) and concluded that Nxu 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 year ended December 31, 2022, were $ 5.3 2.7 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. Property and Equipment Property and equipment are carried at cost. Depreciation is calculated using the straight-line method over the estimated useful life of each asset. Estimated useful lives for significant classes of assets are currently 5 years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized according to their estimated useful lives or over the lease term for leasehold improvements. The Company capitalizes property and equipment with an initial value over $ 2,500 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. Depending on the asset, estimated fair market value may be determined either by use of the discounted cash flow model or by reference to estimated selling values of assets in similar condition. There were no Research and Development Expenses Research and development costs are charged to operations when incurred and are included in Operating expenses on the consolidated statements of operations. The Company recorded $ 9.6 6 3.6 2.8 1.6 4.4 General and administrative expenses General and administrative costs include salaries related to non-production and non research and development employees, legal and other professional fees, rent and other general expenses incurred by the company. The company recorded $ 12.4 3.8 8.6 3.3 1.2 2.1 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. Forfeitures are accounted for as they occur in accordance with ASC 718-10-35-3. 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 have a material impact on the Company’s stock-based compensation expense and therefore, its operational results. Stock Issued for Services The Company periodically grants common stock awards to non-employees in exchange for services. The fair value of the stock-based compensation awards granted is based on the fair value of the award on the grant date. Stock-based payments are recorded on the consolidated statements of operations in the same manner and to the same financial statement line item as it would have been had such settlement been made in cash. Contract Liability The Company defers the recognition of revenue when cash payments are received or due in advance of satisfying its performance obligations, including amounts which are refundable. The Company recorded no 523 Other income, net Other income primarily consists of realized and unrealized gains and losses on convertible debt and warrant liabilities, gains and losses on the sale of property and equipment and gains on forgiveness of the Company’s Paycheck Protection Program. Fair Value of Financial Instruments . Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets and liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheets as of December 31, 2022, and 2021. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of December 31, 2022, and 2021, due to the short maturities of such instruments. There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2022, or for the year ended December 31, 2021. |
Property and Equipment
Property and Equipment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | 4. Property and Equipment Property and equipment consist of the following (in thousands): Schedule of property and equipment June 30, 2023 December 31, 2022 Leasehold improvements $ 261 $ 261 Office equipment 261 114 Tools and plant equipment 2,028 2,354 Vehicles 70 70 Less—Accumulated depreciation (548 ) (358 ) Property and equipment, net $ 2,072 $ 2,441 Depreciation expense for the three and six months ended June 30, 2023 was $ 0.16 0.30 0.06 0.12 | 3. Property and Equipment Property and equipment consist of the following (in thousands): Schedule of property and equipment As of December 31, 2022 2021 Leasehold improvements $ 261 $ 130 Office equipment 114 64 Tools and plant equipment 2,354 830 Vehicles 70 59 Less—Accumulated depreciation (358 ) (103 ) Property and equipment, net $ 2,441 $ 980 Depreciation expense for the years ended December 31, 2022, and December 31, 2021, were $ 348 89 232 157 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 4. Intangible Assets Intangible assets consist of the following (in thousands): Schedule of intangible assets As of December 31, 2022 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. 10 1 1 |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 8. 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. The Company recorded a full valuation allowance due to the uncertainty of future realization of federal and state net operating loss carryforwards. At December 31, 2022, the Company had net operating loss carryforwards of approximately $ 16.5 2037 In December 2017, the U.S. Tax Cuts and Jobs Act of 2017 ("Tax Act") was enacted into law which significantly revised 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 $ 6.9 56 The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. At June 30, 2023 and 2022 the Company did no | 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. The Company recorded a valuation allowance due to the uncertainty of future realization of federal and state net operating loss carryforwards. Deferred income tax assets are comprised of the following at December 31, 2022, and 2021 (in thousands): Schedule of operating loss carryforwards 2022 2021 Deferred income tax assets: $ 51,919 $ 34,912 Valuation allowance (51,919 ) (34,912 ) Net total $ - $ - At December 31, 2021, the Company had net operating loss carryforwards of approximately $ 16.5 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 $ 14.9 Reconciliation between the statutory rate and the effective tax rate is as follows at of December 31, 2022, and 2021: Schedule of effective income tax rate reconciliation 2022 2021 Effective Tax Rate Reconciliation: Federal statutory tax rate 21 % 21 % State taxes, net of federal benefit - % - % Change in valuation allowance (21 %) (21 %) Effective Tax Rate - % - % The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. At December 31, 2022, and 2021 the Company did no The Company's federal income tax returns for tax years ended December 31, 2019, and beyond remain subject to examination by the Internal Revenue Service. The returns for Arizona, the Company's most significant state tax jurisdiction, remain subject to examination by the Arizona Department of Revenue for tax years ended December 31, 2017, and beyond. |
Paycheck Protection Program Loa
Paycheck Protection Program Loan | 12 Months Ended |
Dec. 31, 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net Loss per Share | 9. 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 of Class B common stock as these shares do not participate in the earnings of the Company. For the three and six months ended June 30, 2023 and 2022, 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 and diluted net loss per share was $ 0.40 2.06 0.98 2.14 | 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 of Class B common stock as these shares do not participate in the earnings of the Company. For the years ended December 31, 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 $ 8.88 10.77 55.9 45.7 231 10 46.8 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 8 Leases Operating Lease 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 December 31, 2022, are as follows (in thousands): Schedule of lease maturities Year 2023 $ 368 2024 379 2025 194 Total minimum lease payments 941 Less imputed interest (39 ) Total operating lease liabilities $ 902 Financing Lease 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 $ 157 The following table provides information about the financial statement classification of our lease expenses reported within the Consolidated Statements of Comprehensive Income for the years ended December 31, 2022 and December 31, 2021 (in thousands): Schedule of lease expenses 2022 2021 Lease Expense Category: Classification Operating Lease Expense General and administrative expenses Legal and other $ 335 $ 457 Finance lease expense: Amortization of leased assets General and administrative expenses Legal and Other 23 - Interest on lease liabilities Interest expense 7 - Total lease expense $ 365 $ 457 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 10. Commitments and Contingencies Registration Rights The holders of the convertible notes that were issued have registration rights that required the Company to register the sale of their debt securities held by them pursuant to a registration rights agreement, as amended, that was signed in conjunction with the convertible notes. 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. Contract Losses In December 2021, the Company entered into an agreement ("Agreement") with QAD, Inc. (“QAD”), a cloud-based enterprise resource software provider. Under the Agreement, QAD would provide implementation services and access to the cloud-based software platform for a 5-year term. However, subsequent to executing the Agreement, the Company and QAD (collectively, the “Parties”) were unable to successfully implement the software platform. From March 2023 through April 2023, the Parties attempted to reach an agreement to mutually terminate the agreement. In May 2023, after mutual termination discussions were unsuccessful, QAD filed for arbitration pursuant to the Agreement to resolve the dispute. The Company and QAD disagree about the cause of the software implementation failure and whether the Company owes QAD a termination fee. The Company believes QAD’s lack of performance voided the Agreement and intends to vigorously defend its legal rights to the fullest extent of the law. As of June 30, 2023, any obligation under the Agreement is inestimable and therefore no accrual in relation to this dispute has been recorded in the Company’s Consolidated Balance Sheets or Statements of Operations. | 9 Commitments and Contingencies Registration Rights The holders of the 2022 convertible note that was issued will have registration rights to require the Company to register the sale of its debt securities held by them pursuant to a registration rights agreement to be signed in conjunction with the convertible note. 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. |
Vendor Deposits
Vendor Deposits | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Vendor Deposits | ||
Vendor Deposits | 6. Vendor and Security Deposits At June 30, 2023 and 2022, the Company had total vendor and security deposits of $ 1.02 0.12 0.77 | 10 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. In 2022, this contract was cancelled, and the deposit was refunded. Additionally, the Company recorded a total of $ 38 20 |
Stock Based Compensation and Co
Stock Based Compensation and Common Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Stock Based Compensation and Common Stock | 11. Stock-based Compensation and Common Stock Stock-based Compensation 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, less actual forfeitures. Compensation expense for stock option awards was determined by applying the Black-Scholes option-pricing model on the appraised value of the underlying share price for each stock on the grant date. Calculating the fair value of stock option awards requires the input of subjective assumptions such as the expected average life of the award (in years), the expected rate of volatility, the risk free interest rate and the expected dividend yield. Other reasonable assumptions could provide differing results. The fair value of RSUs classified as equity awards is based on the closing price of the Company’s common stock on the grant date. On average, these time-based RSUs vest in increments over a period of three years. In May 2023, the Company granted RSUs that vest over various periods, ranging from immediate to increments over a period of three years. The Company has generally accounted for these time-based RSUs as liability classified awards; as such, the RSUs will be measured at fair value at the grant date and remeasured at the end of each reporting period until fully vested. The awards are granted at a fixed dollar amount settled in a variable number of shares, as such, the fair value approximates the fixed dollar amount at inception. RSUs granted and classified as equity awards are measured at fair value based on the closing price of the company’s common stock on the grant date. These time-based RSUs vest in increments over a period of three years. Compensation cost for time based RSUs is recognized on a straight-line basis over the requisite service period, which is the vesting period. In accordance with ASC 718-10-35-8, the amount of compensation cost recognized will at least equal the portion of the grant-date value of the award that is vested at that date. A summary of stock-based compensation recognized during the three and six months ended June 30, 2023 and 2022 is as follows (in thousands): Schedule of stock-based compensation Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock options $ 4,137 $ 10,086 $ 10,047 $ 23,907 Restricted stock units (classified as equity) 226 166 279 300 Restricted stock units (classified as liabilities) 1,291 - 1,291 - Total stock-based compensation expense $ 5,654 $ 10,252 $ 11,617 $ 24,207 As of June 30, 2023, the total unrecognized compensation related to outstanding stock option awards and restricted stock units was $ 30.7 2.9 2023 Omnibus Incentive Plan On May 12, 2023, the Company adopted the 2023 Omnibus Incentive Plan (the "Plan"). The purposes of the Plan are to a) encourage the profitability and growth of the Company through short and long-term incentives that are consistent with the Company’s objectives; (b) give participants an incentive for excellence in individual performance; (c) promote teamwork among participants; and (d) give the Company a significant advantage in attracting and retaining key employees, directors and consultants. To accomplish such purposes, the Plan provides that the Company may grant (i) Options, (ii) Stock Appreciation Rights, (iii) Restricted Shares, (iv) Restricted Stock Units, (v) Performance-Based Awards (including performance-based Restricted Shares and Restricted Stock Units), (vi) Other Share-Based Awards, (vii) Other Cash-Based Awards or (viii) any combination of the foregoing. The Plan was originally adopted in connection with the consummation of the Company’s Reorganization Merger as contemplated by that certain agreement and plan of merger, dated as of April 14, 2023, by and among the Company, Atlis Motor Vehicles Inc., and such other parties to the agreement. With respect to awards granted under the Plan and in accordance with the Plan, the Company's Board of Directors (or the “Administrator”) is authorized to deliver an aggregate of 350 250 100 Common Stock As described in Note 1, on May 12, 2023, Atlis Motor Vehicles Inc. (“Atlis”) completed its Reorganization merger to Nxu, Inc., a Delaware Corporation (the “Company” or “Nxu”). At the effective time of the Reorganization Merger, all of the issued and outstanding shares of Atlis’s Class A common stock, par value $ 0.0001 0.0001 Issuance and conversion of shares of common stock pursuant to the Reorganization Merger are considered transactions between entities under common control. As a result, the condensed consolidated financial statements for periods prior to these transactions have been adjusted to combine the previously separate entities for presentation purposes. Pursuant to the Company's Reorganization Merger, each share of Atlis Motor Vehicles, Inc Class A common stock was converted into one validly issued, fully paid and nonassessable share of Nxu, Inc. Class A common stock and each share of Atlis Motor Vehicles, Inc Class D common stock was converted into one validly issued, fully paid and nonassessable share of Nxu, Inc. Class B common stock. Except as otherwise required by applicable law, and the voting rights described below, shares of Class A common stock and Class B common stock shall have the same rights, privileges and powers, rank equally, share ratably and be identical in all respects and as to all matters. The voting, dividend, liquidation and other rights, powers and preferences of the holders of Class A common stock and Class B common stock are subject to and qualified by the rights, powers and preferences of the holders of the preferred stock of any series as may be designated by the Board of Directors of the Corporation (the “ Board In 2021 and 2022, the Company issued Class B shares of common stock. These shares are not traded openly nor available for sale to the public. Class B shares are offered only to the (1) Chief Executive Officer and (2) President of the Company. At all meetings of stockholders and on all matters submitted to a vote of stockholders of the Corporation generally, each holder of Class A common stock, as such, shall have the right to one (1) vote per share of Class A common stock held of record by such holder and each holder of Class B common stock, as such, shall have the right to ten (10) votes per share of Class B common stock held of record by such holder. The shares of Class B common stock are not entitled to receive any dividends or any distribution upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Class B 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 B shares owned by such holder. Shares of Class B common stock were issued to the (1) Chief Executive Officer and (2) President in the amount of 31,125,370 In addition, at the effective time of the Reorganization Merger, (i) each outstanding option to purchase shares of Atlis Class A Common Stock (“Atlis Option”), whether vested or unvested, automatically converted into an option to purchase shares of Nxu Class A Common Stock (a “Nxu Option”) and (ii) each outstanding Atlis restricted share unit (an “Atlis Restricted Share”), whether vested or unvested, automatically converted into a restricted stock unit of Nxu (a “Nxu RSU”). Each Nxu Option is subject to terms and conditions consistent with the Employee Stock Option Plan and the applicable Atlis Option award agreement as in effect immediately prior to the effective time. Each Nxu RSU is subject to terms and conditions consistent with the applicable Atlis Restricted Share award agreement as in effect immediately prior to the effective time. At the effective time of the Reorganization Merger, (i) each outstanding Senior Secured Original Issue 10% Discount Convertible Promissory Note (an “Atlis Note”) convertible into shares of Atlis Class A Common Stock automatically converted into a Senior Secured Original Issue 10% Discount Convertible Promissory Note convertible into shares of Nxu Class A Common Stock (a “Nxu Note”) and (ii) each outstanding warrant to purchase shares of Atlis Class A Common Stock (an “Atlis Warrant”) automatically converted into a warrant to purchase shares of Nxu Class A Common Stock (a “Nxu Warrant”). Each Nxu Note is subject to terms and conditions consistent with the applicable Atlis Note as in effect immediately prior to the effective time. Each Nxu Warrant is subject to terms and conditions consistent with the applicable Atlis Warrant as in effect immediately prior to the effective time. In connection with the Reorganization Merger, Nxu replaced Atlis as the publicly held corporation traded on the Nasdaq Stock Market LLC (“Nasdaq”). On May 15, 2023, shares of Nxu Class A Common Stock commenced trading under the ticker symbol “NXU” on Nasdaq. The total number of shares of all classes of capital stock which the Company has authority to issue is 5,010,000,000 4,000,000,000 1,000,000,000 10,000,000 0.0001 Schedule of common stock outstanding by class are as follows: Schedule of common stock by class June 30, 2023 December 31, 2022 Class A shares 38,174,853 9,763,838 Class B shares 33,825,370 31,125,370 Total shares outstanding 72,000,223 40,889,208 | 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. 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 Condensed Consolidated Statements of operations for the year ended December 31, 2022, resulting from consideration provided for the loss of perquisites afforded to the Class C shareholder. The Company recorded $ 41.5 123.2 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 years ended December 31, 2022, and 2021. Schedule of stock options at the grant date Years ended December 31, 2022 2021 Expected average life (years) 7.0 7.0 Expected volatility 75.33 73.56 Risk-free interest rate 1.65 0.06 Expected dividend yield - - 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 December 31, 2022, and changes during the year is presented below: Schedule of stock options and restricted stock units activity Options RSUs Shares Weighted Weighted Shares Weighted Outstanding, December 31, 2021 45,486,067 $ 7.00 7 1,344,657 $ - Granted 946,800 7 110,000 7.00 Exercised (37,100 ) - - - Forfeited (899,063 ) 7.00 (7,456 ) - Shares issued - (1,278,858 ) Unissued shares converted to options 78,343 (78,343 ) Expired - - - - Outstanding, December 31, 2022 45,575,047 $ 7.00 7 90,000 7.00 Exercisable, December 31, 2022 33,425,287 $ 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 B shares of Common Stock. These shares are not traded openly or available for sale to the public. Class B shares are offered only to the President and the Chief Executive Officer of the Company. Each Class B 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 B 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 B 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 B Stock owned by such holder. Class B stock were issued to the Chief Executive Officer and President in the amount of 31,125,370 The breakdown of common stock by class at December 31, 2022, and December 31, 2021, were as follows: Schedule of breakdown of common stock by class December 31, 2022 2021 Class A 9,763,838 6,854,576 Class C - 5,000 Class B 31,125,370 25,725,370 Total Shares Outstanding 40,889,208 32,584,946 |
Convertible Debt and Warrant Li
Convertible Debt and Warrant Liability | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Convertible Debt and Warrant Liability | 12. Convertible Notes and Warrant Liability Convertible Notes On November 3, 2022, the Company issued the first tranche of the 10% Original Issue Discount Convertible Notes (“Convertible Notes”) in the aggregate principal amount of $ 10.0 9.0 10% 15 On January 5, 2023, the Company entered into an amendment to the Purchase Agreement (the “Purchase Agreement Amendment”), pursuant to which the Company and each Investor agreed, among other things, to amend the terms and conditions of the second tranche of funding (“Second Tranche”) and terminate the third tranche of funding contemplated under the Purchase Agreement. In connection with the Purchase Agreement Amendment, the Company also issued a Warrant to each Investor purchase up to an aggregate of 268,980 shares of the Company’s Class A common stock. Concurrently with the Purchase Agreement Amendment, the Company also entered into an amendment (the “Registration Rights Agreement Amendment”) to the Registration Rights Agreement, dated as of November 3, 2022, with each Investor, pursuant to which the Company agreed to file a registration statement (a “Registration Statement”) with the SEC registering the resale of the shares of the Company’s Class A common stock issuable under the First Tranche within 20 days after the closing of the First Tranche and registering the resale of the shares of the Company’s Class A common stock issuable under the Second Tranche within two trading days after the closing of the Second Tranche, as applicable, and to cause any such Registration Statement to become effective within 60 days after filing. On January 27, 2023, the Investors exercised their rights to purchase the allowable amounts under the Purchase Agreement Amendment and the Company issued $10.0 million of Convertible Notes and 942,034 Common Stock Warrants in the Second Tranche. The Company received net proceeds of $ 9 The Company elected the fair value option to account for the Convertible Notes. As such, the Company recorded the Convertible Notes at fair value and will subsequently measure them to fair value at each reporting date. Changes in fair value were recognized as a component of other income (expense), net in the consolidated statements of operations. Activity as a result in changes in fair value of the Company’s Convertible Notes during the six month period ended June 30, 2023 were as follows (in thousands): Schedule of convertible debt Six Months Ended June 30, 2023 Balance at December 31, 2022 $ 10,911 Convertible Notes issued during the period 7,330 Conversions (16,296 ) Payments (2,351 ) Unrealized loss 2,215 Convertible Notes liability at June 30, 2023 $ 1,809 As a result of applying the fair value option, direct costs and fees related to the Convertible Notes were expensed as incurred and were not deferred. The following table provides the fair value and contractual principal balance outstanding of the Convertible Notes accounted for under the fair value option as of June 30, 2023 and December 31, 2022: Schedule of fair value option June 30, 2023 December 31, 2022 Convertible Notes fair value $ 1,809 $ 10,911 Convertible Notes, contractual principal outstanding 1,353 10,000 Fair value less unpaid principal balance $ 456 $ 911 All Convertible Notes and Common Stock Warrants, by written agreement, provide for a beneficial ownership limitation cap of 4.99% shares of the total issued and outstanding common stock of the Company, at any given time. On April 11, 2023, the Company received a notice from Nasdaq indicating that the Company is not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Global Market. The Company acknowledges that receipt of the notice from Nasdaq constituted an event of default under its Convertible Notes agreements. As a result, unless waived by the holders, the Convertible Notes began accruing default interest at a rate of 10% 3.3 As of June 30, 2023, the Company acknowledges the event of default had not been cured, as the Company remained out of compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Global Market. As such, a total of $ 0.04 Warrant Liability In connection with the issuance of the Convertible Notes, the investors received a number of Common Stock Warrants equal to 30% of the face value of the Convertible Notes divided by the VWAP prior to the applicable closing date. The Warrants entitle the holder to purchase one share of the Company’s Class A common stock at the exercise price of a) $ 15 There were 231,312 537,560 942,034 On February 21, 2023, the Company consummated the offering of an aggregate of 8,334,000 1.56 13 There were 5,417,100 6,250,500 6,250,500 The Company recorded the of the Warrants at fair value and subsequently remeasured unexercised Warrants to fair value at the reporting date. Changes in fair value were recognized as a component of other income (expense), net in the condensed consolidated statements of operations. The Company recognized a gain in the condensed consolidated statements of operations in relation to these instruments for the six months ended June 30, 2023 as follows (in thousands). Schedule of warrant liability June 30, 2023 Balance at December 31, 2022 $ 374 Warrants issued during the period 9,754 Series A warrants exercised during the period (3,300 ) Unrealized gain (4,319 ) Warrant liability at June 30, 2023 $ 2,509 | Reorganization, Merger and Incorporation of Nxu, Inc. As described in Note 1, on May 12, 2023, Atlis Motor Vehicles Inc. (“Atlis”) completed its Reorganization merger to Nxu, Inc., a Delaware Corporation (the “Company” or “Nxu”). At the effective time of the Reorganization Merger, all of the issued and outstanding shares of Atlis’s Class A common stock, par value $0.0001 per share (“Atlis Class A Common Stock”) were converted automatically on a one-for-one basis into shares of Nxu’s Class A common stock, par value $0.0001 per share (“Nxu Class A Common Stock”) and all of the issued and outstanding shares of Atlis’s Class D common stock, par value $0.0001 per share (“Atlis Class D Common Stock” and, together with Atlis Class A Common Stock, “Atlis Common Stock”) were converted automatically on a one-for-one basis into shares of Nxu’s Class B common stock, par value $0.0001 per share (“Nxu Class B Common Stock” and, together with Nxu Class A Common Stock, “Nxu Common Stock”), and, as a result, the current stockholders of Atlis automatically became stockholders of Nxu, holding the same number and percentage of shares of Nxu Common Stock as they held of Atlis Common Stock as of immediately prior to the Reorganization Merger. Issuance and conversion of shares of common stock pursuant to the Reorganization Merger are considered transactions between entities under common control. As a result, the condensed consolidated financial statements for periods prior to these transactions have been adjusted to combine the previously separate entities for presentation purposes. Pursuant to the Company's Reorganization Merger, each share of Atlis Motor Vehicles, Inc Class A common stock was converted into one validly issued, fully paid and nonassessable share of Nxu, Inc. Class A common stock and each share of Atlis Motor Vehicles, Inc Class D common stock was converted into one validly issued, fully paid and nonassessable share of Nxu, Inc. Class B common stock. Except as otherwise required by applicable law, and the voting rights described below, shares of Class A common stock and Class B common stock shall have the same rights, privileges and powers, rank equally, share ratably and be identical in all respects and as to all matters. The voting, dividend, liquidation and other rights, powers and preferences of the holders of Class A common stock and Class B common stock are subject to and qualified by the rights, powers and preferences of the holders of the preferred stock of any series as may be designated by the Board of Directors of the Corporation (the “ Board In 2021 and 2022, the Company issued Class B shares of common stock. These shares are not traded openly nor available for sale to the public. Class B shares are offered only to the (1) Chief Executive Officer and (2) President of the Company. At all meetings of stockholders and on all matters submitted to a vote of stockholders of the Corporation generally, each holder of Class A common stock, as such, shall have the right to one (1) vote per share of Class A common stock held of record by such holder and each holder of Class B common stock, as such, shall have the right to ten (10) votes per share of Class B common stock held of record by such holder. The shares of Class B common stock are not entitled to receive any dividends or any distribution upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Class B 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 B shares owned by such holder. Shares of Class B common stock were issued to the (1) Chief Executive Officer and (2) President in the amount of 31,125,370 In addition, at the effective time of the Reorganization Merger, (i) each outstanding option to purchase shares of Atlis Class A Common Stock (“Atlis Option”), whether vested or unvested, automatically converted into an option to purchase shares of Nxu Class A Common Stock (a “Nxu Option”) and (ii) each outstanding Atlis restricted share unit (an “Atlis Restricted Share”), whether vested or unvested, automatically converted into a restricted stock unit of Nxu (a “Nxu RSU”). Each Nxu Option is subject to terms and conditions consistent with the Employee Stock Option Plan and the applicable Atlis Option award agreement as in effect immediately prior to the effective time. Each Nxu RSU is subject to terms and conditions consistent with the applicable Atlis Restricted Share award agreement as in effect immediately prior to the effective time. At the effective time of the Reorganization Merger, (i) each outstanding Senior Secured Original Issue 10% Discount Convertible Promissory Note (an “Atlis Note”) convertible into shares of Atlis Class A Common Stock automatically converted into a Senior Secured Original Issue 10% Discount Convertible Promissory Note convertible into shares of Nxu Class A Common Stock (a “Nxu Note”) and (ii) each outstanding warrant to purchase shares of Atlis Class A Common Stock (an “Atlis Warrant”) automatically converted into a warrant to purchase shares of Nxu Class A Common Stock (a “Nxu Warrant”). Each Nxu Note is subject to terms and conditions consistent with the applicable Atlis Note as in effect immediately prior to the effective time. Each Nxu Warrant is subject to terms and conditions consistent with the applicable Atlis Warrant as in effect immediately prior to the effective time. In connection with the Reorganization Merger, Nxu replaced Atlis as the publicly held corporation traded on the Nasdaq Stock Market LLC (“Nasdaq”). On May 15, 2023, shares of Nxu Class A Common Stock commenced trading under the ticker symbol “NXU” on Nasdaq. The total number of shares of all classes of capital stock which the Company has authority to issue is 5,010,000,000 shares, consisting of (1) 5,000,000,000 authorized shares of common stock, including (a) 4,000,000,000 1,000,000,000 10,000,000 0.0001 12 Convertible Debt and Warrant Liability On November 4, 2022, the Company issued the first tranche of the 10% Original Issue Discount Convertible Notes in the aggregate principal amount of $ 10.0 9.0 10 15 The Company elected the fair value option to account for the 2022 Convertible Notes. As such, the Company recorded the 2022 Convertible Notes at fair value and will subsequently measure them to fair value at each reporting date. Changes in fair value were recognized as a component of other income (expense), net in the consolidated statements of operations. Losses as a result in changes in fair value of the Company’s convertible notes during the year ended December 31, 2022 were as follows (in thousands): Schedule of convertible debt Years ended December 31, 2022 Balance at the beginning of the year $ - Convertible Debt issued during the period 7,034 Unrealized loss 3,877 Convertible Debt Liability at the end of the year $ 10,911 As a result of applying the fair value option, direct costs and fees related to the convertible notes were expensed as incurred and were not deferred. The following table provides the fair value and contractual principal balance outstanding of the 2022 Convertible accounted for under the fair value option as of December 31, 2022: Schedule of fair value option Amount Convertible debt fair value $ 10,911 2022 Convertible Notes, contractual principal outstanding $ 10,000 Fair value less unpaid principal balance $ 911 All convertible notes and warrants, by written agreement, provide for a beneficial ownership limitation cap of 4.99% shares of the total issued and outstanding common stock of the Company, at any given time. Warrant Liability In connection with the issuance of the convertible note, the investors received a number of warrants equal to 30% of the face value of the convertible note divided by the VWAP prior to the applicable closing date. The Common Stock Warrants entitles the holder to purchase one share of the Company’s Class A ordinary shares at the exercise price of a) $ 15 231,312 The Company recorded the Warrants at fair value and subsequently remeasured them to fair value at the reporting date. Changes in fair value were recognized as a component of other income (expense), net in the consolidated statements of operations. The Company recognized a gain in the consolidated statements of operations in relation to these instruments for fiscal year 2022 as follows (in thousands). There were no warrants exercised as of December 31, 2022. Schedule of warrant liability Years ended December 31, 2022 Balance at the beginning of the year $ - Warrants issued during the period 1,966 Unrealized Gain (1,592 ) Warrant Liability at the end of the year $ 374 |
Fair Value
Fair Value | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair Value | 13. Fair Value The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands). Schedule of fair value, liabilities measured on recurring basis Description: Level June 30, 2023 December 31, 2022 Liabilities: Convertible Notes 3 $ 1,809 $ 10,911 Warrant liability 3 2,509 374 Convertible Notes and warrant liability, at fair value $ 4,318 $ 11,285 Convertible Notes The Company accounts for its Convertible Notes under ASC 815, Derivatives and Hedging The estimated fair value of the Convertible Notes was based on the following significant inputs: Schedule of fair value of the convertible notes June 30, 2023 December 31, Tranche 1 Tranche 2 Tranche 1 Risk-free interest rate 5.22 % 5.13 % 4.46 % Time to expiration (in years) 1.34 1.51 1.84 Expected volatility 95 % 95 % 85 % Dividend yield - - - Stock price $ 0.53 $ 0.53 $ 3.25 Face value $ 10,000,000 $ 10,000,000 $ 10,000,000 Fixed conversion rate $ 0.64 $ 0.73 $ 15.00 Roll-forward discount rate 5.64 % 19.50 % 5.11 % Warrant Liability The Common Stock Warrants and Series B Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants are recorded in the statements of operations each period. Changes in fair value of the liability resulting from the cumulative changes in instrument-specific credit risk will be presented in accumulated other comprehensive income. The Warrants were valued using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement. Inherent in an options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The following tables provide quantitative information regarding Level 3 fair value measurements for Common Stock Warrants and Series B Warrants as of June 30, 2023 and December 31, 2022. Common Stock Warrants Schedule of fair value measurements for common stock warrants June 30, 2023 December 31, 2022 Tranche 1 Tranche 2 Purchase Tranche 1 Risk-free interest rate 4.13 % 4.13 % 4.13 % 4.46 % Time to expiration (in years) 4.34 4.51 4.51 1.84 Expected volatility 95 % 95 % 95 % 85 % Dividend yield - - - - Stock price $ 0.53 $ 0.53 $ 0.53 $ 3.25 Exercise price $ 0.59 $ 0.68 $ 0.58 $ 15.00 Outstanding warrants 231,312 942,034 537,960 5.11 % Series B Warrants June 30, 2023 Risk-free interest rate 4.19 % Time to expiration (in years) 4.64 Expected volatility 95 % Dividend yield - Stock price $ 0.53 Exercise price $ 1.56 Outstanding warrants 6,250,500 | 13 Fair Value The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The company had no such instruments at December 31, 2021: Schedule of fair value, liabilities measured on recurring basis Description: Level December 31, Liabilities: Warrant liability 3 $ 374 Convertible Notes 3 $ 10,911 Warrant Liability The Common Stock Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants are recorded in the statements of operations each period. Changes in fair value of the liability resulting from the cumulative changes in instrument- specific credit risk will be presented in accumulated other comprehensive income. The Common Stock Warrants were valued using a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement. Inherent in an options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The following table provides quantitative information regarding Level 3 fair value measurements for Common Stock Warrants as of December 31, 2022. Schedule of fair value measurements for common stock warrants December 31, Exercise price $ 15.00 Share price $ 3.25 Volatility 85 % Expected life 4.84 Risk-free rate 4.01 % Dividend yield - Convertible Note The Company accounts for its convertible note under ASC 815, Derivatives and Hedging The estimated fair value of the Convertible Notes was based on the following significant inputs: Schedule of fair value of the convertible notes December 31, Risk-free interest rate 4.46 % Time to expiration (in years) 1.84 Expected volatility 85 % Dividend yield - Stock price $ 3.25 Face value $ 10,000,000 Fixed conversion rate $ 15.00 Roll-forward discount rate 5.11 % |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 14. Subsequent Events Office Lease Commencement On July 3, 2023 (the “Commencement Date”), the Company entered into a sublease for office space consisting of approximately 21,441 Monthly base rent due from the commencement date through the first 12 months of the lease term is $ 50,922 52,262 Starting in July 2023 and as of the Commencement Date, the lease will be recognized and measured in accordance with ASC 842, Leases Public Offering On August 9, 2023, the Company announced the pricing of a public offering of 16,666,667 0.30 0.0001 5 The closing of the offering occurred on August 11, 2023. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. In connection with the offering, the Company has agreed to amend the terms of existing Series B warrants to purchase 1,905,750 | 14 Subsequent Events On January 5, 2023, the Company entered into an amendment to the Securities Purchase Agreement dated November 3, 2022, pursuant to which the Company and each Investor agreed, among other things, to amend the terms and conditions of the second tranche of funding and terminate the third tranche of funding contemplated under the Purchase Agreement. The Purchase Agreement Amendment provides that, with respect to the Second Tranche, at any time prior to the earlier to occur of (x) April 30, 2024 and (y) the twentieth (20 th First Tranche Notes Warrants 268,980 Concurrently with the Purchase Agreement Amendment, the Company also entered into an amendment (the “Registration Rights Agreement Amendment”) to the Registration Rights Agreement, dated as of November 3, 2022, with each Investor, pursuant to which the Company agreed to file a registration statement (a “Registration Statement”) with the Securities and Exchange Commission registering the resale of the shares of the Company’s Class A common stock issuable under the First Tranche within 20 days after the closing of the First Tranche and registering the resale of the shares of the Company’s Class A common stock issuable under the Second Tranche within two trading days after the closing of the Second Tranche, as applicable, and to cause any such Registration Statement to become effective within 60 days after filing. On January 27, 2023, the investors exercised their rights to purchase the allowable amounts under the agreement. The Company received net proceeds of $ 9 On February 21, 2023, the Company consummated a public offering of an aggregate of 8.3 1.56 13 Each unit consists of (i) one share of Class A common stock, $0.0001 par value per share (“Class A common stock”), of the Company , (ii) 0.65 Series A warrants to purchase 0.65 shares of Class A common stock (the “Series A Warrants”) and (iii) 0.75 Series B warrants to purchase 0.75 shares of Class A common stock (the “Series B Warrants” and, together with the Series A Warrants, the “Warrants”), each such Warrant being exercisable from time to time for one share of Class A common stock at an exercise price of $1.56. On March 13, 2023, the Company received a notice from The Nasdaq stating that, based on Nasdaq’s review of the Company’s Market Value of Listed Securities (“MVLS”) for the last 38 consecutive business days, the Company no longer meets the minimum MVLS requirement of $50 million for continued listing of the Company’s Class A common stock on Nasdaq under Nasdaq Listing Rule 5450(b)(2)(A) (the “MLVS Rule”). The Notice has no immediate effect on the listing of the Company’s Class A common stock on Nasdaq and, in accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company will have 180 calendar days, or until September 11, 2023, to regain compliance with the MVLS Rule. To regain compliance with the MLVS Rule, the MVLS for the Company’s shares of Class A common stock must be at least $50 million for a minimum of 10 consecutive business days at any time during this 180-day period. If the Company regains compliance with the MLVS Rule, Nasdaq will provide the Company with written confirmation and will close the matter. If the Company does not regain compliance by September 11, 2023, Nasdaq will provide notice that the Company’s shares of Class A common stock are subject to delisting. In the event of such notification, the Nasdaq rules permit the Company an opportunity to appeal Nasdaq’s determination. There can be no assurance that the Company will be able to regain compliance with the MVLS requirement or maintain compliance with the other Nasdaq listing requirements. The Company is monitoring the MLVS of its shares of Class A common stock and will consider options available to it to potentially achieve compliance. The Company may be eligible to transfer to The Nasdaq Capital Market before the expiry of the 180-day period. To qualify, the Company would be required to meet the continued listing requirements for The Nasdaq Capital Market. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements and Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Recent Accounting Pronouncements and Summary of Significant Accounting Policies | 2. Recent Accounting Pronouncements and Summary of Significant Accounting Policies Recent Accounting Pronouncements 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 The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Due to uncertainties, actual results could differ from the estimates and assumptions used in preparation of the condensed consolidated financial statements. Stock-based Compensation Stock Options 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 for stock options 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, less actual forfeitures. Compensation expense for stock option awards was determined by applying the Black-Scholes option-pricing model on the appraised value of the underlying share price for each stock on the grant date. Calculating the fair value of stock option awards requires the input of subjective assumptions such as the expected average life of the award (in years), the expected rate of volatility, the risk free interest rate and the expected dividend yield. Other reasonable assumptions could provide differing results. Restricted Stock Units The Company accounts for stock-based compensation related to the granting of Restricted Stock Units (“RSUs”) in accordance with ASC 718. Under the fair value recognition provisions of this topic, stock-based compensation cost for RSUs classified as equity awards is measured at the grant date based on the fair value of the award and is recognized as compensation expense over the requisite service period, which is generally the vesting period. The Company has accounted for certain time-based RSUs as liability classified awards; the awards are granted at a fixed dollar amount settled in a variable number of shares, as such, the fair value approximates the fixed dollar amount at inception. As such, RSUs classified as liability awards will be measured at fair value at the grant date and remeasured at the end of each reporting period until fully vested. Equity classified and liability classified RSUs vest over various periods, ranging from vesting immediately to vesting in increments over a period of three years. Forfeitures are accounted for as they occur in accordance with ASC 718-10-35-3. Compensation cost for time-based RSUs is recognized on a straight-line basis over the requisite service period, which is the vesting period. In accordance with ASC 718-10-35-8, the amount of compensation cost recognized will at least equal the portion of the grant-date value of the award that is vested at that date. | 2. Summary of Significant Accounting Policies 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 In August 2020, the FASB issued Accounting Standards Update 2020-06 (ASU 2020-06). ASU 2020-06 eliminates the beneficial conversion feature and cash conversion models in Accounting Standards Codification 470-20 that require separate accounting for embedded conversion features in convertible instruments. The new guidance also eliminates some of the conditions that must be met for equity classification under ASC 815-40-25. The standard is effective for smaller reporting companies for annual periods beginning after December 15, 2023. Early adoption is permitted. The Company has chosen to early adopt this standard for the period ended December 31, 2022. 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 amounts reported in the consolidated financial statements and accompanying notes. Due to uncertainties, actual results could differ from the estimates and assumptions used in preparation of the consolidated financial statements. Segment Reporting The Company evaluated segment reporting in accordance with Accounting Standards Codification 280 – Segment Reporting (“ASC 280”) and concluded that Nxu 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 year ended December 31, 2022, were $ 5.3 2.7 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. Property and Equipment Property and equipment are carried at cost. Depreciation is calculated using the straight-line method over the estimated useful life of each asset. Estimated useful lives for significant classes of assets are currently 5 years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized according to their estimated useful lives or over the lease term for leasehold improvements. The Company capitalizes property and equipment with an initial value over $ 2,500 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. Depending on the asset, estimated fair market value may be determined either by use of the discounted cash flow model or by reference to estimated selling values of assets in similar condition. There were no Research and Development Expenses Research and development costs are charged to operations when incurred and are included in Operating expenses on the consolidated statements of operations. The Company recorded $ 9.6 6 3.6 2.8 1.6 4.4 General and administrative expenses General and administrative costs include salaries related to non-production and non research and development employees, legal and other professional fees, rent and other general expenses incurred by the company. The company recorded $ 12.4 3.8 8.6 3.3 1.2 2.1 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. Forfeitures are accounted for as they occur in accordance with ASC 718-10-35-3. 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 have a material impact on the Company’s stock-based compensation expense and therefore, its operational results. Stock Issued for Services The Company periodically grants common stock awards to non-employees in exchange for services. The fair value of the stock-based compensation awards granted is based on the fair value of the award on the grant date. Stock-based payments are recorded on the consolidated statements of operations in the same manner and to the same financial statement line item as it would have been had such settlement been made in cash. Contract Liability The Company defers the recognition of revenue when cash payments are received or due in advance of satisfying its performance obligations, including amounts which are refundable. The Company recorded no 523 Other income, net Other income primarily consists of realized and unrealized gains and losses on convertible debt and warrant liabilities, gains and losses on the sale of property and equipment and gains on forgiveness of the Company’s Paycheck Protection Program. Fair Value of Financial Instruments . Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets and liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheets as of December 31, 2022, and 2021. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of December 31, 2022, and 2021, due to the short maturities of such instruments. There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2022, or for the year ended December 31, 2021. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory Inventory is stated at the lower of cost or net realizable value (“LCNRV”) and generally consists of raw materials and work in progress. The Company calculates inventory value on the first-in, first-out (“FIFO”) basis. NRV is the estimated selling price of inventory in the ordinary course of business, less estimated costs of completion, disposal, and transportation. The Company assesses the valuation of inventory and periodically adjusts its value for estimated excess and obsolete inventory based upon expectations of future demand and market conditions, as well as damaged or otherwise impaired goods. The following table summarizes the components of inventory on the condensed consolidated balance sheets at June 30, 2023 (in thousands): Schedule of inventory June 30, 2023 December 31, 2022 Raw materials $ - $ 98 Work in process 930 - Total inventory $ 930 $ 98 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): Schedule of prepaid expenses and other current assets June 30, 2023 December 31, 2022 Prepaid insurance $ 865 $ 765 Prepaid rent 114 3 Other prepaid expenses 229 100 Total prepaid expenses and other current assets $ 1,208 $ 868 |
Vendor and Security Deposits
Vendor and Security Deposits | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Vendor And Security Deposits | ||
Vendor and Security Deposits | 6. Vendor and Security Deposits At June 30, 2023 and 2022, the Company had total vendor and security deposits of $ 1.02 0.12 0.77 | 10 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. In 2022, this contract was cancelled, and the deposit was refunded. Additionally, the Company recorded a total of $ 38 20 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | 7. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consist of the following (in thousands): Schedule of accounts payable and accrued liabilities June 30, 2023 December 31, 2022 Accounts payable $ 1,767 $ 2,985 Accrued compensation and benefits 679 224 Other accrued expenses 5 - Total accounts payable and accrued liabilities $ 2,451 $ 3,209 |
Stock-based Compensation and Co
Stock-based Compensation and Common Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Stock-based Compensation and Common Stock | 11. Stock-based Compensation and Common Stock Stock-based Compensation 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, less actual forfeitures. Compensation expense for stock option awards was determined by applying the Black-Scholes option-pricing model on the appraised value of the underlying share price for each stock on the grant date. Calculating the fair value of stock option awards requires the input of subjective assumptions such as the expected average life of the award (in years), the expected rate of volatility, the risk free interest rate and the expected dividend yield. Other reasonable assumptions could provide differing results. The fair value of RSUs classified as equity awards is based on the closing price of the Company’s common stock on the grant date. On average, these time-based RSUs vest in increments over a period of three years. In May 2023, the Company granted RSUs that vest over various periods, ranging from immediate to increments over a period of three years. The Company has generally accounted for these time-based RSUs as liability classified awards; as such, the RSUs will be measured at fair value at the grant date and remeasured at the end of each reporting period until fully vested. The awards are granted at a fixed dollar amount settled in a variable number of shares, as such, the fair value approximates the fixed dollar amount at inception. RSUs granted and classified as equity awards are measured at fair value based on the closing price of the company’s common stock on the grant date. These time-based RSUs vest in increments over a period of three years. Compensation cost for time based RSUs is recognized on a straight-line basis over the requisite service period, which is the vesting period. In accordance with ASC 718-10-35-8, the amount of compensation cost recognized will at least equal the portion of the grant-date value of the award that is vested at that date. A summary of stock-based compensation recognized during the three and six months ended June 30, 2023 and 2022 is as follows (in thousands): Schedule of stock-based compensation Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock options $ 4,137 $ 10,086 $ 10,047 $ 23,907 Restricted stock units (classified as equity) 226 166 279 300 Restricted stock units (classified as liabilities) 1,291 - 1,291 - Total stock-based compensation expense $ 5,654 $ 10,252 $ 11,617 $ 24,207 As of June 30, 2023, the total unrecognized compensation related to outstanding stock option awards and restricted stock units was $ 30.7 2.9 2023 Omnibus Incentive Plan On May 12, 2023, the Company adopted the 2023 Omnibus Incentive Plan (the "Plan"). The purposes of the Plan are to a) encourage the profitability and growth of the Company through short and long-term incentives that are consistent with the Company’s objectives; (b) give participants an incentive for excellence in individual performance; (c) promote teamwork among participants; and (d) give the Company a significant advantage in attracting and retaining key employees, directors and consultants. To accomplish such purposes, the Plan provides that the Company may grant (i) Options, (ii) Stock Appreciation Rights, (iii) Restricted Shares, (iv) Restricted Stock Units, (v) Performance-Based Awards (including performance-based Restricted Shares and Restricted Stock Units), (vi) Other Share-Based Awards, (vii) Other Cash-Based Awards or (viii) any combination of the foregoing. The Plan was originally adopted in connection with the consummation of the Company’s Reorganization Merger as contemplated by that certain agreement and plan of merger, dated as of April 14, 2023, by and among the Company, Atlis Motor Vehicles Inc., and such other parties to the agreement. With respect to awards granted under the Plan and in accordance with the Plan, the Company's Board of Directors (or the “Administrator”) is authorized to deliver an aggregate of 350 250 100 Common Stock As described in Note 1, on May 12, 2023, Atlis Motor Vehicles Inc. (“Atlis”) completed its Reorganization merger to Nxu, Inc., a Delaware Corporation (the “Company” or “Nxu”). At the effective time of the Reorganization Merger, all of the issued and outstanding shares of Atlis’s Class A common stock, par value $ 0.0001 0.0001 Issuance and conversion of shares of common stock pursuant to the Reorganization Merger are considered transactions between entities under common control. As a result, the condensed consolidated financial statements for periods prior to these transactions have been adjusted to combine the previously separate entities for presentation purposes. Pursuant to the Company's Reorganization Merger, each share of Atlis Motor Vehicles, Inc Class A common stock was converted into one validly issued, fully paid and nonassessable share of Nxu, Inc. Class A common stock and each share of Atlis Motor Vehicles, Inc Class D common stock was converted into one validly issued, fully paid and nonassessable share of Nxu, Inc. Class B common stock. Except as otherwise required by applicable law, and the voting rights described below, shares of Class A common stock and Class B common stock shall have the same rights, privileges and powers, rank equally, share ratably and be identical in all respects and as to all matters. The voting, dividend, liquidation and other rights, powers and preferences of the holders of Class A common stock and Class B common stock are subject to and qualified by the rights, powers and preferences of the holders of the preferred stock of any series as may be designated by the Board of Directors of the Corporation (the “ Board In 2021 and 2022, the Company issued Class B shares of common stock. These shares are not traded openly nor available for sale to the public. Class B shares are offered only to the (1) Chief Executive Officer and (2) President of the Company. At all meetings of stockholders and on all matters submitted to a vote of stockholders of the Corporation generally, each holder of Class A common stock, as such, shall have the right to one (1) vote per share of Class A common stock held of record by such holder and each holder of Class B common stock, as such, shall have the right to ten (10) votes per share of Class B common stock held of record by such holder. The shares of Class B common stock are not entitled to receive any dividends or any distribution upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Class B 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 B shares owned by such holder. Shares of Class B common stock were issued to the (1) Chief Executive Officer and (2) President in the amount of 31,125,370 In addition, at the effective time of the Reorganization Merger, (i) each outstanding option to purchase shares of Atlis Class A Common Stock (“Atlis Option”), whether vested or unvested, automatically converted into an option to purchase shares of Nxu Class A Common Stock (a “Nxu Option”) and (ii) each outstanding Atlis restricted share unit (an “Atlis Restricted Share”), whether vested or unvested, automatically converted into a restricted stock unit of Nxu (a “Nxu RSU”). Each Nxu Option is subject to terms and conditions consistent with the Employee Stock Option Plan and the applicable Atlis Option award agreement as in effect immediately prior to the effective time. Each Nxu RSU is subject to terms and conditions consistent with the applicable Atlis Restricted Share award agreement as in effect immediately prior to the effective time. At the effective time of the Reorganization Merger, (i) each outstanding Senior Secured Original Issue 10% Discount Convertible Promissory Note (an “Atlis Note”) convertible into shares of Atlis Class A Common Stock automatically converted into a Senior Secured Original Issue 10% Discount Convertible Promissory Note convertible into shares of Nxu Class A Common Stock (a “Nxu Note”) and (ii) each outstanding warrant to purchase shares of Atlis Class A Common Stock (an “Atlis Warrant”) automatically converted into a warrant to purchase shares of Nxu Class A Common Stock (a “Nxu Warrant”). Each Nxu Note is subject to terms and conditions consistent with the applicable Atlis Note as in effect immediately prior to the effective time. Each Nxu Warrant is subject to terms and conditions consistent with the applicable Atlis Warrant as in effect immediately prior to the effective time. In connection with the Reorganization Merger, Nxu replaced Atlis as the publicly held corporation traded on the Nasdaq Stock Market LLC (“Nasdaq”). On May 15, 2023, shares of Nxu Class A Common Stock commenced trading under the ticker symbol “NXU” on Nasdaq. The total number of shares of all classes of capital stock which the Company has authority to issue is 5,010,000,000 4,000,000,000 1,000,000,000 10,000,000 0.0001 Schedule of common stock outstanding by class are as follows: Schedule of common stock by class June 30, 2023 December 31, 2022 Class A shares 38,174,853 9,763,838 Class B shares 33,825,370 31,125,370 Total shares outstanding 72,000,223 40,889,208 | 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. 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 Condensed Consolidated Statements of operations for the year ended December 31, 2022, resulting from consideration provided for the loss of perquisites afforded to the Class C shareholder. The Company recorded $ 41.5 123.2 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 years ended December 31, 2022, and 2021. Schedule of stock options at the grant date Years ended December 31, 2022 2021 Expected average life (years) 7.0 7.0 Expected volatility 75.33 73.56 Risk-free interest rate 1.65 0.06 Expected dividend yield - - 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 December 31, 2022, and changes during the year is presented below: Schedule of stock options and restricted stock units activity Options RSUs Shares Weighted Weighted Shares Weighted Outstanding, December 31, 2021 45,486,067 $ 7.00 7 1,344,657 $ - Granted 946,800 7 110,000 7.00 Exercised (37,100 ) - - - Forfeited (899,063 ) 7.00 (7,456 ) - Shares issued - (1,278,858 ) Unissued shares converted to options 78,343 (78,343 ) Expired - - - - Outstanding, December 31, 2022 45,575,047 $ 7.00 7 90,000 7.00 Exercisable, December 31, 2022 33,425,287 $ 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 B shares of Common Stock. These shares are not traded openly or available for sale to the public. Class B shares are offered only to the President and the Chief Executive Officer of the Company. Each Class B 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 B 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 B 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 B Stock owned by such holder. Class B stock were issued to the Chief Executive Officer and President in the amount of 31,125,370 The breakdown of common stock by class at December 31, 2022, and December 31, 2021, were as follows: Schedule of breakdown of common stock by class December 31, 2022 2021 Class A 9,763,838 6,854,576 Class C - 5,000 Class B 31,125,370 25,725,370 Total Shares Outstanding 40,889,208 32,584,946 |
Convertible Notes and Warrant L
Convertible Notes and Warrant Liability | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Convertible Notes and Warrant Liability | 12. Convertible Notes and Warrant Liability Convertible Notes On November 3, 2022, the Company issued the first tranche of the 10% Original Issue Discount Convertible Notes (“Convertible Notes”) in the aggregate principal amount of $ 10.0 9.0 10% 15 On January 5, 2023, the Company entered into an amendment to the Purchase Agreement (the “Purchase Agreement Amendment”), pursuant to which the Company and each Investor agreed, among other things, to amend the terms and conditions of the second tranche of funding (“Second Tranche”) and terminate the third tranche of funding contemplated under the Purchase Agreement. In connection with the Purchase Agreement Amendment, the Company also issued a Warrant to each Investor purchase up to an aggregate of 268,980 shares of the Company’s Class A common stock. Concurrently with the Purchase Agreement Amendment, the Company also entered into an amendment (the “Registration Rights Agreement Amendment”) to the Registration Rights Agreement, dated as of November 3, 2022, with each Investor, pursuant to which the Company agreed to file a registration statement (a “Registration Statement”) with the SEC registering the resale of the shares of the Company’s Class A common stock issuable under the First Tranche within 20 days after the closing of the First Tranche and registering the resale of the shares of the Company’s Class A common stock issuable under the Second Tranche within two trading days after the closing of the Second Tranche, as applicable, and to cause any such Registration Statement to become effective within 60 days after filing. On January 27, 2023, the Investors exercised their rights to purchase the allowable amounts under the Purchase Agreement Amendment and the Company issued $10.0 million of Convertible Notes and 942,034 Common Stock Warrants in the Second Tranche. The Company received net proceeds of $ 9 The Company elected the fair value option to account for the Convertible Notes. As such, the Company recorded the Convertible Notes at fair value and will subsequently measure them to fair value at each reporting date. Changes in fair value were recognized as a component of other income (expense), net in the consolidated statements of operations. Activity as a result in changes in fair value of the Company’s Convertible Notes during the six month period ended June 30, 2023 were as follows (in thousands): Schedule of convertible debt Six Months Ended June 30, 2023 Balance at December 31, 2022 $ 10,911 Convertible Notes issued during the period 7,330 Conversions (16,296 ) Payments (2,351 ) Unrealized loss 2,215 Convertible Notes liability at June 30, 2023 $ 1,809 As a result of applying the fair value option, direct costs and fees related to the Convertible Notes were expensed as incurred and were not deferred. The following table provides the fair value and contractual principal balance outstanding of the Convertible Notes accounted for under the fair value option as of June 30, 2023 and December 31, 2022: Schedule of fair value option June 30, 2023 December 31, 2022 Convertible Notes fair value $ 1,809 $ 10,911 Convertible Notes, contractual principal outstanding 1,353 10,000 Fair value less unpaid principal balance $ 456 $ 911 All Convertible Notes and Common Stock Warrants, by written agreement, provide for a beneficial ownership limitation cap of 4.99% shares of the total issued and outstanding common stock of the Company, at any given time. On April 11, 2023, the Company received a notice from Nasdaq indicating that the Company is not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Global Market. The Company acknowledges that receipt of the notice from Nasdaq constituted an event of default under its Convertible Notes agreements. As a result, unless waived by the holders, the Convertible Notes began accruing default interest at a rate of 10% 3.3 As of June 30, 2023, the Company acknowledges the event of default had not been cured, as the Company remained out of compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Global Market. As such, a total of $ 0.04 Warrant Liability In connection with the issuance of the Convertible Notes, the investors received a number of Common Stock Warrants equal to 30% of the face value of the Convertible Notes divided by the VWAP prior to the applicable closing date. The Warrants entitle the holder to purchase one share of the Company’s Class A common stock at the exercise price of a) $ 15 There were 231,312 537,560 942,034 On February 21, 2023, the Company consummated the offering of an aggregate of 8,334,000 1.56 13 There were 5,417,100 6,250,500 6,250,500 The Company recorded the of the Warrants at fair value and subsequently remeasured unexercised Warrants to fair value at the reporting date. Changes in fair value were recognized as a component of other income (expense), net in the condensed consolidated statements of operations. The Company recognized a gain in the condensed consolidated statements of operations in relation to these instruments for the six months ended June 30, 2023 as follows (in thousands). Schedule of warrant liability June 30, 2023 Balance at December 31, 2022 $ 374 Warrants issued during the period 9,754 Series A warrants exercised during the period (3,300 ) Unrealized gain (4,319 ) Warrant liability at June 30, 2023 $ 2,509 | Reorganization, Merger and Incorporation of Nxu, Inc. As described in Note 1, on May 12, 2023, Atlis Motor Vehicles Inc. (“Atlis”) completed its Reorganization merger to Nxu, Inc., a Delaware Corporation (the “Company” or “Nxu”). At the effective time of the Reorganization Merger, all of the issued and outstanding shares of Atlis’s Class A common stock, par value $0.0001 per share (“Atlis Class A Common Stock”) were converted automatically on a one-for-one basis into shares of Nxu’s Class A common stock, par value $0.0001 per share (“Nxu Class A Common Stock”) and all of the issued and outstanding shares of Atlis’s Class D common stock, par value $0.0001 per share (“Atlis Class D Common Stock” and, together with Atlis Class A Common Stock, “Atlis Common Stock”) were converted automatically on a one-for-one basis into shares of Nxu’s Class B common stock, par value $0.0001 per share (“Nxu Class B Common Stock” and, together with Nxu Class A Common Stock, “Nxu Common Stock”), and, as a result, the current stockholders of Atlis automatically became stockholders of Nxu, holding the same number and percentage of shares of Nxu Common Stock as they held of Atlis Common Stock as of immediately prior to the Reorganization Merger. Issuance and conversion of shares of common stock pursuant to the Reorganization Merger are considered transactions between entities under common control. As a result, the condensed consolidated financial statements for periods prior to these transactions have been adjusted to combine the previously separate entities for presentation purposes. Pursuant to the Company's Reorganization Merger, each share of Atlis Motor Vehicles, Inc Class A common stock was converted into one validly issued, fully paid and nonassessable share of Nxu, Inc. Class A common stock and each share of Atlis Motor Vehicles, Inc Class D common stock was converted into one validly issued, fully paid and nonassessable share of Nxu, Inc. Class B common stock. Except as otherwise required by applicable law, and the voting rights described below, shares of Class A common stock and Class B common stock shall have the same rights, privileges and powers, rank equally, share ratably and be identical in all respects and as to all matters. The voting, dividend, liquidation and other rights, powers and preferences of the holders of Class A common stock and Class B common stock are subject to and qualified by the rights, powers and preferences of the holders of the preferred stock of any series as may be designated by the Board of Directors of the Corporation (the “ Board In 2021 and 2022, the Company issued Class B shares of common stock. These shares are not traded openly nor available for sale to the public. Class B shares are offered only to the (1) Chief Executive Officer and (2) President of the Company. At all meetings of stockholders and on all matters submitted to a vote of stockholders of the Corporation generally, each holder of Class A common stock, as such, shall have the right to one (1) vote per share of Class A common stock held of record by such holder and each holder of Class B common stock, as such, shall have the right to ten (10) votes per share of Class B common stock held of record by such holder. The shares of Class B common stock are not entitled to receive any dividends or any distribution upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Class B 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 B shares owned by such holder. Shares of Class B common stock were issued to the (1) Chief Executive Officer and (2) President in the amount of 31,125,370 In addition, at the effective time of the Reorganization Merger, (i) each outstanding option to purchase shares of Atlis Class A Common Stock (“Atlis Option”), whether vested or unvested, automatically converted into an option to purchase shares of Nxu Class A Common Stock (a “Nxu Option”) and (ii) each outstanding Atlis restricted share unit (an “Atlis Restricted Share”), whether vested or unvested, automatically converted into a restricted stock unit of Nxu (a “Nxu RSU”). Each Nxu Option is subject to terms and conditions consistent with the Employee Stock Option Plan and the applicable Atlis Option award agreement as in effect immediately prior to the effective time. Each Nxu RSU is subject to terms and conditions consistent with the applicable Atlis Restricted Share award agreement as in effect immediately prior to the effective time. At the effective time of the Reorganization Merger, (i) each outstanding Senior Secured Original Issue 10% Discount Convertible Promissory Note (an “Atlis Note”) convertible into shares of Atlis Class A Common Stock automatically converted into a Senior Secured Original Issue 10% Discount Convertible Promissory Note convertible into shares of Nxu Class A Common Stock (a “Nxu Note”) and (ii) each outstanding warrant to purchase shares of Atlis Class A Common Stock (an “Atlis Warrant”) automatically converted into a warrant to purchase shares of Nxu Class A Common Stock (a “Nxu Warrant”). Each Nxu Note is subject to terms and conditions consistent with the applicable Atlis Note as in effect immediately prior to the effective time. Each Nxu Warrant is subject to terms and conditions consistent with the applicable Atlis Warrant as in effect immediately prior to the effective time. In connection with the Reorganization Merger, Nxu replaced Atlis as the publicly held corporation traded on the Nasdaq Stock Market LLC (“Nasdaq”). On May 15, 2023, shares of Nxu Class A Common Stock commenced trading under the ticker symbol “NXU” on Nasdaq. The total number of shares of all classes of capital stock which the Company has authority to issue is 5,010,000,000 shares, consisting of (1) 5,000,000,000 authorized shares of common stock, including (a) 4,000,000,000 1,000,000,000 10,000,000 0.0001 12 Convertible Debt and Warrant Liability On November 4, 2022, the Company issued the first tranche of the 10% Original Issue Discount Convertible Notes in the aggregate principal amount of $ 10.0 9.0 10 15 The Company elected the fair value option to account for the 2022 Convertible Notes. As such, the Company recorded the 2022 Convertible Notes at fair value and will subsequently measure them to fair value at each reporting date. Changes in fair value were recognized as a component of other income (expense), net in the consolidated statements of operations. Losses as a result in changes in fair value of the Company’s convertible notes during the year ended December 31, 2022 were as follows (in thousands): Schedule of convertible debt Years ended December 31, 2022 Balance at the beginning of the year $ - Convertible Debt issued during the period 7,034 Unrealized loss 3,877 Convertible Debt Liability at the end of the year $ 10,911 As a result of applying the fair value option, direct costs and fees related to the convertible notes were expensed as incurred and were not deferred. The following table provides the fair value and contractual principal balance outstanding of the 2022 Convertible accounted for under the fair value option as of December 31, 2022: Schedule of fair value option Amount Convertible debt fair value $ 10,911 2022 Convertible Notes, contractual principal outstanding $ 10,000 Fair value less unpaid principal balance $ 911 All convertible notes and warrants, by written agreement, provide for a beneficial ownership limitation cap of 4.99% shares of the total issued and outstanding common stock of the Company, at any given time. Warrant Liability In connection with the issuance of the convertible note, the investors received a number of warrants equal to 30% of the face value of the convertible note divided by the VWAP prior to the applicable closing date. The Common Stock Warrants entitles the holder to purchase one share of the Company’s Class A ordinary shares at the exercise price of a) $ 15 231,312 The Company recorded the Warrants at fair value and subsequently remeasured them to fair value at the reporting date. Changes in fair value were recognized as a component of other income (expense), net in the consolidated statements of operations. The Company recognized a gain in the consolidated statements of operations in relation to these instruments for fiscal year 2022 as follows (in thousands). There were no warrants exercised as of December 31, 2022. Schedule of warrant liability Years ended December 31, 2022 Balance at the beginning of the year $ - Warrants issued during the period 1,966 Unrealized Gain (1,592 ) Warrant Liability at the end of the year $ 374 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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. | Recent Accounting Pronouncements In December 2019, the FASB issued Accounting Standards Update, Simplifying the Accounting for Income Taxes Income Taxes In August 2020, the FASB issued Accounting Standards Update 2020-06 (ASU 2020-06). ASU 2020-06 eliminates the beneficial conversion feature and cash conversion models in Accounting Standards Codification 470-20 that require separate accounting for embedded conversion features in convertible instruments. The new guidance also eliminates some of the conditions that must be met for equity classification under ASC 815-40-25. The standard is effective for smaller reporting companies for annual periods beginning after December 15, 2023. Early adoption is permitted. The Company has chosen to early adopt this standard for the period ended December 31, 2022. 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 condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Due to uncertainties, actual results could differ from the estimates and assumptions used in preparation of the condensed consolidated financial statements. | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Due to uncertainties, actual results could differ from the estimates and assumptions used in preparation of the consolidated financial statements. |
Segment Reporting | Segment Reporting The Company evaluated segment reporting in accordance with Accounting Standards Codification 280 – Segment Reporting (“ASC 280”) and concluded that Nxu 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 year ended December 31, 2022, were $ 5.3 2.7 | |
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. | |
Property and Equipment | Property and Equipment Property and equipment are carried at cost. Depreciation is calculated using the straight-line method over the estimated useful life of each asset. Estimated useful lives for significant classes of assets are currently 5 years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized according to their estimated useful lives or over the lease term for leasehold improvements. The Company capitalizes property and equipment with an initial value over $ 2,500 | |
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. Depending on the asset, estimated fair market value may be determined either by use of the discounted cash flow model or by reference to estimated selling values of assets in similar condition. There were no | |
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 consolidated statements of operations. The Company recorded $ 9.6 6 3.6 2.8 1.6 4.4 | |
General and administrative expenses | General and administrative expenses General and administrative costs include salaries related to non-production and non research and development employees, legal and other professional fees, rent and other general expenses incurred by the company. The company recorded $ 12.4 3.8 8.6 3.3 1.2 2.1 | |
Stock Based Compensation | Stock-based Compensation Stock Options 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 for stock options 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, less actual forfeitures. Compensation expense for stock option awards was determined by applying the Black-Scholes option-pricing model on the appraised value of the underlying share price for each stock on the grant date. Calculating the fair value of stock option awards requires the input of subjective assumptions such as the expected average life of the award (in years), the expected rate of volatility, the risk free interest rate and the expected dividend yield. Other reasonable assumptions could provide differing results. Restricted Stock Units The Company accounts for stock-based compensation related to the granting of Restricted Stock Units (“RSUs”) in accordance with ASC 718. Under the fair value recognition provisions of this topic, stock-based compensation cost for RSUs classified as equity awards is measured at the grant date based on the fair value of the award and is recognized as compensation expense over the requisite service period, which is generally the vesting period. The Company has accounted for certain time-based RSUs as liability classified awards; the awards are granted at a fixed dollar amount settled in a variable number of shares, as such, the fair value approximates the fixed dollar amount at inception. As such, RSUs classified as liability awards will be measured at fair value at the grant date and remeasured at the end of each reporting period until fully vested. Equity classified and liability classified RSUs vest over various periods, ranging from vesting immediately to vesting in increments over a period of three years. Forfeitures are accounted for as they occur in accordance with ASC 718-10-35-3. Compensation cost for time-based RSUs is recognized on a straight-line basis over the requisite service period, which is the vesting period. In accordance with ASC 718-10-35-8, the amount of compensation cost recognized will at least equal the portion of the grant-date value of the award that is vested at that date. | 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. Forfeitures are accounted for as they occur in accordance with ASC 718-10-35-3. 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 have a material impact on the Company’s stock-based compensation expense and therefore, its operational results. |
Stock Issued for Services | Stock Issued for Services The Company periodically grants common stock awards to non-employees in exchange for services. The fair value of the stock-based compensation awards granted is based on the fair value of the award on the grant date. Stock-based payments are recorded on the consolidated statements of operations in the same manner and to the same financial statement line item as it would have been had such settlement been made in cash. | |
Contract Liability | Contract Liability The Company defers the recognition of revenue when cash payments are received or due in advance of satisfying its performance obligations, including amounts which are refundable. The Company recorded no 523 | |
Other income, net | Other income, net Other income primarily consists of realized and unrealized gains and losses on convertible debt and warrant liabilities, gains and losses on the sale of property and equipment and gains on forgiveness of the Company’s Paycheck Protection Program. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments . Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets and liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheets as of December 31, 2022, and 2021. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of December 31, 2022, and 2021, due to the short maturities of such instruments. There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2022, or for the year ended December 31, 2021. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements and Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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. | Recent Accounting Pronouncements In December 2019, the FASB issued Accounting Standards Update, Simplifying the Accounting for Income Taxes Income Taxes In August 2020, the FASB issued Accounting Standards Update 2020-06 (ASU 2020-06). ASU 2020-06 eliminates the beneficial conversion feature and cash conversion models in Accounting Standards Codification 470-20 that require separate accounting for embedded conversion features in convertible instruments. The new guidance also eliminates some of the conditions that must be met for equity classification under ASC 815-40-25. The standard is effective for smaller reporting companies for annual periods beginning after December 15, 2023. Early adoption is permitted. The Company has chosen to early adopt this standard for the period ended December 31, 2022. 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 condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Due to uncertainties, actual results could differ from the estimates and assumptions used in preparation of the condensed consolidated financial statements. | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Due to uncertainties, actual results could differ from the estimates and assumptions used in preparation of the consolidated financial statements. |
Stock-based Compensation | Stock-based Compensation Stock Options 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 for stock options 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, less actual forfeitures. Compensation expense for stock option awards was determined by applying the Black-Scholes option-pricing model on the appraised value of the underlying share price for each stock on the grant date. Calculating the fair value of stock option awards requires the input of subjective assumptions such as the expected average life of the award (in years), the expected rate of volatility, the risk free interest rate and the expected dividend yield. Other reasonable assumptions could provide differing results. Restricted Stock Units The Company accounts for stock-based compensation related to the granting of Restricted Stock Units (“RSUs”) in accordance with ASC 718. Under the fair value recognition provisions of this topic, stock-based compensation cost for RSUs classified as equity awards is measured at the grant date based on the fair value of the award and is recognized as compensation expense over the requisite service period, which is generally the vesting period. The Company has accounted for certain time-based RSUs as liability classified awards; the awards are granted at a fixed dollar amount settled in a variable number of shares, as such, the fair value approximates the fixed dollar amount at inception. As such, RSUs classified as liability awards will be measured at fair value at the grant date and remeasured at the end of each reporting period until fully vested. Equity classified and liability classified RSUs vest over various periods, ranging from vesting immediately to vesting in increments over a period of three years. Forfeitures are accounted for as they occur in accordance with ASC 718-10-35-3. Compensation cost for time-based RSUs is recognized on a straight-line basis over the requisite service period, which is the vesting period. In accordance with ASC 718-10-35-8, the amount of compensation cost recognized will at least equal the portion of the grant-date value of the award that is vested at that date. | 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. Forfeitures are accounted for as they occur in accordance with ASC 718-10-35-3. 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 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) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property and equipment | Schedule of property and equipment June 30, 2023 December 31, 2022 Leasehold improvements $ 261 $ 261 Office equipment 261 114 Tools and plant equipment 2,028 2,354 Vehicles 70 70 Less—Accumulated depreciation (548 ) (358 ) Property and equipment, net $ 2,072 $ 2,441 | Schedule of property and equipment As of December 31, 2022 2021 Leasehold improvements $ 261 $ 130 Office equipment 114 64 Tools and plant equipment 2,354 830 Vehicles 70 59 Less—Accumulated depreciation (358 ) (103 ) Property and equipment, net $ 2,441 $ 980 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets As of December 31, 2022 2021 Patents $ 12 $ 12 Less—Accumulated amortization (2 ) (1 ) Intangible assets, net $ 10 $ 11 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of operating loss carryforwards | Schedule of operating loss carryforwards 2022 2021 Deferred income tax assets: $ 51,919 $ 34,912 Valuation allowance (51,919 ) (34,912 ) Net total $ - $ - |
Schedule of effective income tax rate reconciliation | Schedule of effective income tax rate reconciliation 2022 2021 Effective Tax Rate Reconciliation: Federal statutory tax rate 21 % 21 % State taxes, net of federal benefit - % - % Change in valuation allowance (21 %) (21 %) Effective Tax Rate - % - % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of lease maturities | Schedule of lease maturities Year 2023 $ 368 2024 379 2025 194 Total minimum lease payments 941 Less imputed interest (39 ) Total operating lease liabilities $ 902 |
Schedule of lease expenses | Schedule of lease expenses 2022 2021 Lease Expense Category: Classification Operating Lease Expense General and administrative expenses Legal and other $ 335 $ 457 Finance lease expense: Amortization of leased assets General and administrative expenses Legal and Other 23 - Interest on lease liabilities Interest expense 7 - Total lease expense $ 365 $ 457 |
Stock Based Compensation and _2
Stock Based Compensation and Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of stock options at the grant date | Schedule of stock options at the grant date Years ended December 31, 2022 2021 Expected average life (years) 7.0 7.0 Expected volatility 75.33 73.56 Risk-free interest rate 1.65 0.06 Expected dividend yield - - |
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 45,486,067 $ 7.00 7 1,344,657 $ - Granted 946,800 7 110,000 7.00 Exercised (37,100 ) - - - Forfeited (899,063 ) 7.00 (7,456 ) - Shares issued - (1,278,858 ) Unissued shares converted to options 78,343 (78,343 ) Expired - - - - Outstanding, December 31, 2022 45,575,047 $ 7.00 7 90,000 7.00 Exercisable, December 31, 2022 33,425,287 $ 7.00 7 - - |
Schedule of breakdown of common stock by class | Schedule of breakdown of common stock by class December 31, 2022 2021 Class A 9,763,838 6,854,576 Class C - 5,000 Class B 31,125,370 25,725,370 Total Shares Outstanding 40,889,208 32,584,946 |
Convertible Debt and Warrant _2
Convertible Debt and Warrant Liability (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Schedule of convertible debt | Schedule of convertible debt Six Months Ended June 30, 2023 Balance at December 31, 2022 $ 10,911 Convertible Notes issued during the period 7,330 Conversions (16,296 ) Payments (2,351 ) Unrealized loss 2,215 Convertible Notes liability at June 30, 2023 $ 1,809 | Schedule of convertible debt Years ended December 31, 2022 Balance at the beginning of the year $ - Convertible Debt issued during the period 7,034 Unrealized loss 3,877 Convertible Debt Liability at the end of the year $ 10,911 |
Schedule of fair value option | Schedule of fair value option June 30, 2023 December 31, 2022 Convertible Notes fair value $ 1,809 $ 10,911 Convertible Notes, contractual principal outstanding 1,353 10,000 Fair value less unpaid principal balance $ 456 $ 911 | Schedule of fair value option Amount Convertible debt fair value $ 10,911 2022 Convertible Notes, contractual principal outstanding $ 10,000 Fair value less unpaid principal balance $ 911 |
Schedule of warrant liability | Schedule of warrant liability June 30, 2023 Balance at December 31, 2022 $ 374 Warrants issued during the period 9,754 Series A warrants exercised during the period (3,300 ) Unrealized gain (4,319 ) Warrant liability at June 30, 2023 $ 2,509 | Schedule of warrant liability Years ended December 31, 2022 Balance at the beginning of the year $ - Warrants issued during the period 1,966 Unrealized Gain (1,592 ) Warrant Liability at the end of the year $ 374 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Schedule of fair value, liabilities measured on recurring basis | Schedule of fair value, liabilities measured on recurring basis Description: Level June 30, 2023 December 31, 2022 Liabilities: Convertible Notes 3 $ 1,809 $ 10,911 Warrant liability 3 2,509 374 Convertible Notes and warrant liability, at fair value $ 4,318 $ 11,285 | Schedule of fair value, liabilities measured on recurring basis Description: Level December 31, Liabilities: Warrant liability 3 $ 374 Convertible Notes 3 $ 10,911 |
Schedule of fair value measurements for common stock warrants | Schedule of fair value measurements for common stock warrants June 30, 2023 December 31, 2022 Tranche 1 Tranche 2 Purchase Tranche 1 Risk-free interest rate 4.13 % 4.13 % 4.13 % 4.46 % Time to expiration (in years) 4.34 4.51 4.51 1.84 Expected volatility 95 % 95 % 95 % 85 % Dividend yield - - - - Stock price $ 0.53 $ 0.53 $ 0.53 $ 3.25 Exercise price $ 0.59 $ 0.68 $ 0.58 $ 15.00 Outstanding warrants 231,312 942,034 537,960 5.11 % Series B Warrants June 30, 2023 Risk-free interest rate 4.19 % Time to expiration (in years) 4.64 Expected volatility 95 % Dividend yield - Stock price $ 0.53 Exercise price $ 1.56 Outstanding warrants 6,250,500 | Schedule of fair value measurements for common stock warrants December 31, Exercise price $ 15.00 Share price $ 3.25 Volatility 85 % Expected life 4.84 Risk-free rate 4.01 % Dividend yield - |
Schedule of fair value of the convertible notes | Schedule of fair value of the convertible notes June 30, 2023 December 31, Tranche 1 Tranche 2 Tranche 1 Risk-free interest rate 5.22 % 5.13 % 4.46 % Time to expiration (in years) 1.34 1.51 1.84 Expected volatility 95 % 95 % 85 % Dividend yield - - - Stock price $ 0.53 $ 0.53 $ 3.25 Face value $ 10,000,000 $ 10,000,000 $ 10,000,000 Fixed conversion rate $ 0.64 $ 0.73 $ 15.00 Roll-forward discount rate 5.64 % 19.50 % 5.11 % | Schedule of fair value of the convertible notes December 31, Risk-free interest rate 4.46 % Time to expiration (in years) 1.84 Expected volatility 85 % Dividend yield - Stock price $ 3.25 Face value $ 10,000,000 Fixed conversion rate $ 15.00 Roll-forward discount rate 5.11 % |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Schedule of inventory June 30, 2023 December 31, 2022 Raw materials $ - $ 98 Work in process 930 - Total inventory $ 930 $ 98 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses and other current assets | Schedule of prepaid expenses and other current assets June 30, 2023 December 31, 2022 Prepaid insurance $ 865 $ 765 Prepaid rent 114 3 Other prepaid expenses 229 100 Total prepaid expenses and other current assets $ 1,208 $ 868 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | Schedule of accounts payable and accrued liabilities June 30, 2023 December 31, 2022 Accounts payable $ 1,767 $ 2,985 Accrued compensation and benefits 679 224 Other accrued expenses 5 - Total accounts payable and accrued liabilities $ 2,451 $ 3,209 |
Stock-based Compensation and _2
Stock-based Compensation and Common Stock (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of stock-based compensation | Schedule of stock-based compensation Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock options $ 4,137 $ 10,086 $ 10,047 $ 23,907 Restricted stock units (classified as equity) 226 166 279 300 Restricted stock units (classified as liabilities) 1,291 - 1,291 - Total stock-based compensation expense $ 5,654 $ 10,252 $ 11,617 $ 24,207 |
Schedule of common stock by class | Schedule of common stock by class June 30, 2023 December 31, 2022 Class A shares 38,174,853 9,763,838 Class B shares 33,825,370 31,125,370 Total shares outstanding 72,000,223 40,889,208 |
Convertible Notes and Warrant_2
Convertible Notes and Warrant Liability (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Schedule of convertible debt | Schedule of convertible debt Six Months Ended June 30, 2023 Balance at December 31, 2022 $ 10,911 Convertible Notes issued during the period 7,330 Conversions (16,296 ) Payments (2,351 ) Unrealized loss 2,215 Convertible Notes liability at June 30, 2023 $ 1,809 | Schedule of convertible debt Years ended December 31, 2022 Balance at the beginning of the year $ - Convertible Debt issued during the period 7,034 Unrealized loss 3,877 Convertible Debt Liability at the end of the year $ 10,911 |
Schedule of fair value option | Schedule of fair value option June 30, 2023 December 31, 2022 Convertible Notes fair value $ 1,809 $ 10,911 Convertible Notes, contractual principal outstanding 1,353 10,000 Fair value less unpaid principal balance $ 456 $ 911 | Schedule of fair value option Amount Convertible debt fair value $ 10,911 2022 Convertible Notes, contractual principal outstanding $ 10,000 Fair value less unpaid principal balance $ 911 |
Schedule of warrant liability | Schedule of warrant liability June 30, 2023 Balance at December 31, 2022 $ 374 Warrants issued during the period 9,754 Series A warrants exercised during the period (3,300 ) Unrealized gain (4,319 ) Warrant liability at June 30, 2023 $ 2,509 | Schedule of warrant liability Years ended December 31, 2022 Balance at the beginning of the year $ - Warrants issued during the period 1,966 Unrealized Gain (1,592 ) Warrant Liability at the end of the year $ 374 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Nov. 04, 2022 | Feb. 21, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jan. 02, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Net Loss | $ 27,000 | $ 70,700 | ||||||
Net cash flows used in operating activities | 19,000 | 23,500 | ||||||
Cash | 3,100 | 2,700 | ||||||
Accumulated deficit | 245,600 | 218,600 | ||||||
Proceeds from debt | $ 9,000 | 9,000 | ||||||
Operating Lease, Right-of-Use Asset | 645 | 798 | $ 1,100 | |||||
Operating Lease, Liability, Current | 355 | 344 | $ 1,200 | |||||
Operating Lease, Liability, Noncurrent | $ 378 | $ 558 | ||||||
Research and development costs | $ 1,600 | $ 2,400 | ||||||
Public Offering [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Shares issued | 8,300,000 | |||||||
Share price | $ 1.56 | |||||||
Value of shares issued | $ 13,000 | |||||||
Voting rights | Each unit consists of (i) one share of Class A common stock, (ii) 0.65 Series A warrants to purchase 0.65 shares of Class A common stock and (iii) 0.75 Series B warrants to purchase 0.75 shares of Class A common stock, each such warrant being exercisable from time to time for one share of Class A common stock at an exercise price of $1.56. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Cash FDIC insurance amount | $ 250 | |
Advertising costs | 5,300 | $ 2,700 |
Capitalizes property and equipment | 2,500 | |
Impairment charges | 0 | 0 |
Research and development expenses | 9,600 | 4,400 |
Employee compensastion | 6,000 | 2,800 |
Research and development expenses related to materials and equipment purchases | 3,600 | 1,600 |
General and administrative | 12,400 | 3,300 |
General and administrative expenses related to employee | 3,800 | 1,200 |
Legal and other expenses | 8,600 | 2,100 |
Contract with Customer, Liability | $ 523 | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Less - Accumulated depreciation | $ (548) | $ (358) | $ (103) |
Property plant and equipment, net | 2,072 | 2,441 | 980 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment , gross | 261 | 261 | 130 |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment , gross | 261 | 114 | 64 |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment , gross | 2,028 | 2,354 | 830 |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment , gross | $ 70 | $ 70 | $ 59 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation expense | $ 160 | $ 60 | $ 300 | $ 120 | $ 348 | $ 89 |
Property and equipment | 232 | |||||
Capital lease | $ 157 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Patents | $ 12 | $ 12 | |
Less—Accumulated amortization | (2) | (1) | |
Intangible assets, net | $ 9 | $ 10 | $ 11 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Descriptive of patent number | patent number 11.069.945 on July 20, 2021. | |
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Amortization of intangible assets | $ 1 | $ 1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Deferred income tax assets: | $ 51,919 | $ 34,912 |
Valuation allowance | (51,919) | (34,912) |
Net total |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory tax rate | 21% | 21% |
State taxes, net of federal benefit | ||
Change in valuation allowance | (21.00%) | (21.00%) |
Effective Tax Rate |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Operating loss carry forward | $ 16,500 | ||||
Operating loss carryforward expiration date | 2037 | 2037 | |||
Corporate tax rate | 21% | ||||
Current income tax expenses benefit | $ 6,900 | $ 14,900 | |||
Unrecognized uncertain tax positions | 0 | $ 0 | $ 0 | ||
Cumulative income tax benefit | $ 56,000 |
Paycheck Protection Program L_2
Paycheck Protection Program Loan (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 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 | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Loss per share, basic | $ 0.40 | $ 2.06 | $ 0.98 | $ 2.14 | $ 8.88 | $ 10.77 |
Potentially dilutive securities | 55,900,000 | |||||
Loss per share, diluted | $ 0.40 | $ 2.06 | $ 0.98 | $ 2.14 | ||
Options And RSUs [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities | 45,700,000 | |||||
Warrants [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities | 231,000 | |||||
Convertible Debts [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities | 10,000,000 | |||||
Options And RSUs 1 [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive securities | 46,800,000 |
Leases (Details)
Leases (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 368 |
2024 | 379 |
2025 | 194 |
Total minimum lease payments | 941 |
Less imputed interest | (39) |
Total operating lease liabilities | $ 902 |
Leases (Details 1)
Leases (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating Lease Expense | $ 335 | $ 457 |
Amortization of leased assets | 23 | |
Interest on lease liabilities | 7 | |
Total lease expense | $ 365 | $ 457 |
Leases (Details Narrative)
Leases (Details Narrative) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
Lease term | 5 years |
Operating Lease, Weighted Average Discount Rate, Percent | 3.25% |
Lease liabilities | $ 157 |
Vendor Deposits (Details Narrat
Vendor Deposits (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Vendor Deposits | ||||
Vendor Deposits | $ 1,020 | $ 20 | $ 120 | $ 38 |
Stock Based Compensation and _3
Stock Based Compensation and Common Stock (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 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 |
Stock Based Compensation and _4
Stock Based Compensation and Common Stock (Details 1) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Payment Arrangement, Option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Balance at beginning | 45,486,067 |
Balance at beginning fair value | $ / shares | $ 7 |
Weighted average conttractual term option outstanding at beginning (in years) | 7 years |
Granted | shares | 946,800 |
Weighted average conttractual term option granted (in years) | 7 years |
Exercised | shares | (37,100) |
Forfeited | shares | (899,063) |
Fair value exercised | $ / shares | $ 7 |
Shares issued | shares | |
Unissued shares converted to options | shares | 78,343 |
Expired | shares | |
Balance at ending | 45,575,047 |
Balance at ending fair value | $ / shares | $ 7 |
Weighted average conttractual term option outstanding at ending (in years) | 7 years |
Options exercisable number | 33,425,287 |
Options exercisable, Weighted Average Exercise Price | $ / shares | $ 7 |
Options exercisable, 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 |
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 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||
Total Shares Outstanding | 72,000,223 | 40,889,208 | 32,584,946 |
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Total Shares Outstanding | 38,174,853 | 9,763,838 | 6,854,576 |
Common Class C [Member] | |||
Class of Stock [Line Items] | |||
Total Shares Outstanding | 0 | 5,000 | |
Common Class D [Member] | |||
Class of Stock [Line Items] | |||
Total Shares Outstanding | 31,125,370 | 25,725,370 | |
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Total Shares Outstanding | 33,825,370 | 31,125,370 |
Stock Based Compensation and _6
Stock Based Compensation and Common Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Aug. 24, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | |
Class of Stock [Line Items] | ||||
Weighted average conversion ratio | $ 0.0664 | |||
Employee Benefits and Share-Based Compensation | $ 115,000 | |||
Vested stock unissued | 10,000,000 | |||
Stock based compensation expense | $ 41,500 | $ 123,200 | ||
Common stock, shares authorized | 96,248,541 | |||
Common stock, par value | $ 0.0001 | |||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued during period | 25,725,370 | |||
Common stock, shares authorized | 41,925,572 | 41,925,572 | 1,000,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares, Issued | 31,125,370 | 25,725,370 | 33,825,370 | |
Common Stock Class D [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period to employees | 578,400 |
Convertible Debt and Warrant _3
Convertible Debt and Warrant Liability (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |||
Balance at beginning | $ 10,911 | ||
Convertible Debt issued during the period | 7,330 | 7,034 | |
Conversions | (16,296) | ||
Payments | (2,351) | ||
Unrealized Loss | 2,215 | 3,877 | |
Balance at end | $ 1,809 | $ 10,911 |
Convertible Debt and Warrant _4
Convertible Debt and Warrant Liability (Details 1) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Convertible Notes fair value | $ 1,809 | $ 10,911 |
Convertible Notes, contractual principal outstanding | 1,353 | 10,000 |
Fair value less unpaid principal balance | $ 456 | $ 911 |
Convertible Debt and Warrant _5
Convertible Debt and Warrant Liability (Details 2) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Balance at beginning | $ 374 | |
Warrants issued during the period | 9,754 | 1,966 |
Series A warrants exercised during the period | (3,300) | |
Unrealized Gain | (4,319) | (1,592) |
Balance at end | $ 2,509 | $ 374 |
Convertible Debt and Warrant _6
Convertible Debt and Warrant Liability (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Apr. 11, 2023 | Jan. 05, 2023 | Nov. 04, 2022 | Nov. 03, 2022 | Jan. 27, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||||||
Common stock, shares authorized | 96,248,541 | ||||||||
Preferred stock, shares authorized | 10,000,000 | ||||||||
Preferred stock, par value | $ 0.0001 | ||||||||
Proceeds from convertible debt | $ 9,000 | $ 9,000 | $ 9,000 | ||||||
Convertible Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 10,000 | $ 10,000 | |||||||
Proceeds from convertible debt | $ 9,000 | $ 9,000 | |||||||
Interest rate | 10% | 10% | 10% | ||||||
Conversion price | $ 15 | $ 15 | |||||||
Warrant exercise price | $ 15 | ||||||||
Warrants issued | 231,312 | ||||||||
Common Class B [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Common stock, shares issued | 33,825,370 | 31,125,370 | 25,725,370 | ||||||
Common stock, shares authorized | 1,000,000,000 | 41,925,572 | 41,925,572 | ||||||
Common Class A [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Common stock, shares issued | 38,174,853 | 9,763,838 | 6,854,576 | ||||||
Common stock, shares authorized | 4,000,000,000 | 54,307,968 | 54,307,968 | ||||||
Warrants issued | 268,980 |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | $ 2,509 | $ 374 | |
Convertible Notes | 1,809 | 10,911 | |
Convertible debt and warrant liability, at fair value | 4,318 | 11,285 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 2,509 | 374 | |
Convertible Notes | $ 1,809 | $ 10,911 |
Fair Value (Details 1)
Fair Value (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Time to expiration (in years) | 7 years | 7 years | |
Risk-free interest rate | 1.65% | 0.06% | |
Dividend yield | |||
Face value | $ 1,809,000 | $ 10,911,000 | |
Convertible Notes [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock price | $ 3.25 | ||
Expected volatility | 85% | ||
Time to expiration (in years) | 1 year 10 months 2 days | ||
Risk-free interest rate | 4.46% | ||
Dividend yield | |||
Face value | $ 10,000,000 | ||
Fixed conversion rate | $ 15 | ||
Roll-forward discount rate | 5.11% | ||
Convertible Notes [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock price | $ 0.53 | $ 3.25 | |
Expected volatility | 95% | 85% | |
Time to expiration (in years) | 1 year 4 months 2 days | 1 year 10 months 2 days | |
Risk-free interest rate | 5.22% | 4.46% | |
Dividend yield | |||
Face value | $ 10,000,000 | $ 10,000,000 | |
Fixed conversion rate | $ 0.64 | $ 15 | |
Roll-forward discount rate | 5.64% | 5.11% | |
Convertible Notes [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock price | $ 0.53 | ||
Expected volatility | 95% | ||
Time to expiration (in years) | 1 year 6 months 3 days | ||
Risk-free interest rate | 5.13% | ||
Dividend yield | |||
Face value | $ 10,000,000 | ||
Fixed conversion rate | $ 0.73 | ||
Roll-forward discount rate | 19.50% | ||
Common Stock Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exercise price | $ 15 | ||
Stock price | $ 3.25 | ||
Expected volatility | 85% | ||
Time to expiration (in years) | 4 years 10 months 2 days | ||
Risk-free interest rate | 4.01% | ||
Dividend yield | |||
Common Stock Warrants [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exercise price | $ 0.59 | $ 15 | |
Stock price | $ 0.53 | $ 3.25 | |
Expected volatility | 95% | 85% | |
Time to expiration (in years) | 4 years 4 months 2 days | 1 year 10 months 2 days | |
Risk-free interest rate | 4.13% | 4.46% | |
Dividend yield | |||
Common Stock Warrants [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Exercise price | $ 0.68 | ||
Stock price | $ 0.53 | ||
Expected volatility | 95% | ||
Time to expiration (in years) | 4 years 6 months 3 days | ||
Risk-free interest rate | 4.13% | ||
Dividend yield |
Fair Value (Details 2)
Fair Value (Details 2) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Risk-free interest rate | 1.65% | 0.06% | |
Time to expiration (in years) | 7 years | 7 years | |
Dividend yield | |||
Face value | $ 1,809,000 | $ 10,911,000 | |
Common Stock Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Risk-free interest rate | 4.01% | ||
Time to expiration (in years) | 4 years 10 months 2 days | ||
Expected volatility | 85% | ||
Dividend yield | |||
Stock price | $ 3.25 | ||
Exercise price | $ 15 | ||
Common Stock Warrants [Member] | Purchas Agreement [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Risk-free interest rate | 4.13% | ||
Time to expiration (in years) | 4 years 6 months 3 days | ||
Expected volatility | 95% | ||
Dividend yield | |||
Stock price | $ 0.53 | ||
Exercise price | $ 0.58 | ||
Outstanding warrants | 537,960 | ||
Common Stock Warrants [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Risk-free interest rate | 4.13% | 4.46% | |
Time to expiration (in years) | 4 years 4 months 2 days | 1 year 10 months 2 days | |
Expected volatility | 95% | 85% | |
Dividend yield | |||
Stock price | $ 0.53 | $ 3.25 | |
Exercise price | $ 0.59 | $ 15 | |
Outstanding warrants | 231,312 | ||
Common Stock Warrants [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Risk-free interest rate | 4.13% | ||
Time to expiration (in years) | 4 years 6 months 3 days | ||
Expected volatility | 95% | ||
Dividend yield | |||
Stock price | $ 0.53 | ||
Exercise price | $ 0.68 | ||
Outstanding warrants | 942,034 | ||
Series B Warrants [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Risk-free interest rate | 4.19% | ||
Time to expiration (in years) | 4 years 7 months 20 days | ||
Expected volatility | 95% | ||
Dividend yield | |||
Stock price | $ 0.53 | ||
Exercise price | $ 1.56 | ||
Outstanding warrants | 6,250,500 | ||
Convertible Notes [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Risk-free interest rate | 4.46% | ||
Time to expiration (in years) | 1 year 10 months 2 days | ||
Expected volatility | 85% | ||
Dividend yield | |||
Stock price | $ 3.25 | ||
Face value | $ 10,000,000 | ||
Fixed conversion rate | $ 15 | ||
Roll-forward discount rate | 5.11% | ||
Convertible Notes [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Risk-free interest rate | 5.22% | 4.46% | |
Time to expiration (in years) | 1 year 4 months 2 days | 1 year 10 months 2 days | |
Expected volatility | 95% | 85% | |
Dividend yield | |||
Stock price | $ 0.53 | $ 3.25 | |
Face value | $ 10,000,000 | $ 10,000,000 | |
Fixed conversion rate | $ 0.64 | $ 15 | |
Roll-forward discount rate | 5.64% | 5.11% | |
Convertible Notes [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Risk-free interest rate | 5.13% | ||
Time to expiration (in years) | 1 year 6 months 3 days | ||
Expected volatility | 95% | ||
Dividend yield | |||
Stock price | $ 0.53 | ||
Face value | $ 10,000,000 | ||
Fixed conversion rate | $ 0.73 | ||
Roll-forward discount rate | 19.50% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Aug. 09, 2023 USD ($) $ / shares shares | Jul. 03, 2023 USD ($) ft² | Jan. 05, 2023 shares | Feb. 21, 2023 USD ($) $ / shares shares | Jan. 27, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Subsequent Event [Line Items] | ||||||||
Proceeds from convertible debt | $ 9,000 | $ 9,000 | $ 9,000 | |||||
Warrants to purchase | shares | 1,905,750 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Rentable square feet | ft² | 21,441 | |||||||
Monthly base rent payment description | Monthly base rent due from the commencement date through the first 12 months of the lease term is $50,922; monthly base rent for month 13 through the expiration date is $52,262. | |||||||
Subsequent Event [Member] | First 12 Months [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Monthly base rent | $ 50,922 | |||||||
Subsequent Event [Member] | From Month 13 [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Monthly base rent | $ 52,262 | |||||||
Public Offering [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Shares issued | shares | 8,300,000 | |||||||
Share price | $ / shares | $ 1.56 | |||||||
Value of shares issued | $ 13,000 | |||||||
Public Offering [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Public offering units issued | shares | 16,666,667 | |||||||
Public offering price, per unit | $ / shares | $ 0.30 | |||||||
Fees and other offering expenses | $ 5,000 | |||||||
Punlic Offering [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Voting rights | Each unit consists of (i) one share of Class A common stock, $0.0001 par value per share (“Class A common stock”), of the Company , (ii) 0.65 Series A warrants to purchase 0.65 shares of Class A common stock (the “Series A Warrants”) and (iii) 0.75 Series B warrants to purchase 0.75 shares of Class A common stock (the “Series B Warrants” and, together with the Series A Warrants, the “Warrants”), each such Warrant being exercisable from time to time for one share of Class A common stock at an exercise price of $1.56. | |||||||
Common Class A [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrants issued | shares | 268,980 | |||||||
Common Class A [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock par value | $ / shares | $ 0.0001 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 98 | |
Work in process | 930 | |
Total inventory | $ 930 | $ 98 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 865 | $ 765 |
Prepaid rent | 114 | 3 |
Other prepaid expenses | 229 | 100 |
Total prepaid expenses and other current assets | $ 1,208 | $ 868 |
Vendor and Security Deposits (D
Vendor and Security Deposits (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Vendor And Security Deposits | ||||
Vendor and security deposits | $ 1,020 | $ 20 | $ 120 | $ 38 |
Purchase of new equipment | $ 770 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,767 | $ 2,985 |
Accrued compensation and benefits | 679 | 224 |
Other accrued expenses | 5 | |
Total accounts payable and accrued liabilities | $ 2,451 | $ 3,209 |
Stock Based Compensation and _7
Stock Based Compensation and Common Stock (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 5,654 | $ 10,252 | $ 11,617 | $ 24,207 | $ 41,502 | $ 123,245 |
Equity Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | 4,137 | 10,086 | 10,047 | 23,907 | ||
Restricted Stock Units Classified As Equity [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | 226 | 166 | 279 | 300 | ||
Restricted Stock Units Classified As Liability [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Total stock-based compensation expense | $ 1,291 | $ 1,291 |
Stock-based Compensation and _3
Stock-based Compensation and Common Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Unrecognized compensation | $ 30,700 | ||
Unrecognized compensation weighted-average period | 2 years 10 months 24 days | ||
Reserved and available for issuance | 350,000 | ||
Common Stock available for new issuances | 250,000 | ||
Common Stock relating to a portion of outstanding stock options and restricted stock | 100,000 | ||
Common stock, par value | $ 0.0001 | ||
Shares authorized | 5,010,000,000 | ||
Common stock, shares authorized | 96,248,541 | ||
Preferred stock, shares authorized | 10,000,000 | ||
Preferred stock, par value | $ 0.0001 | ||
Common Stock Class B [Member] | Chief Executive Officer [Member] | |||
Class of Stock [Line Items] | |||
Shares issued | 31,125,370 | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 4,000,000,000 | 54,307,968 | 54,307,968 |
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 41,925,572 | 41,925,572 |
Convertible Notes and Warrant_3
Convertible Notes and Warrant Liability (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Apr. 11, 2023 | Jan. 05, 2023 | Nov. 04, 2022 | Nov. 03, 2022 | Feb. 21, 2023 | Jan. 27, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||||||||||
Proceeds from convertible debt | $ 9,000 | $ 9,000 | $ 9,000 | |||||||
Net proceeds | $ 9,000 | 9,000 | ||||||||
Proceeds from public oppering | $ 12,020 | $ 8,882 | ||||||||
Series B Warrants [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants outstanding | 6,250,500 | |||||||||
Warrant Liability [Member] | Public Offering [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Public offering consummated | 8,334,000 | |||||||||
Public offering price | $ 1.56 | |||||||||
Proceeds from public oppering | $ 13,000 | |||||||||
Warrant Liability [Member] | Purchas Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants issued | 537,560 | |||||||||
Warrant Liability [Member] | First Tranche [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants issued | 231,312 | |||||||||
Warrant Liability [Member] | Second Tranche [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants issued | 942,034 | |||||||||
Warrant Liability [Member] | Class A Ordinary Shares [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrant exercise price | $ 15 | |||||||||
Warrant Liability [Member] | Series A Warrants [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants issued | 5,417,100 | |||||||||
Warrant Liability [Member] | Series B Warrants [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants issued | 6,250,500 | |||||||||
Convertible Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | 10,000 | $ 10,000 | ||||||||
Proceeds from convertible debt | $ 9,000 | $ 9,000 | ||||||||
Interest rate | 10% | 10% | 10% | |||||||
Conversion price | $ 15 | $ 15 | ||||||||
Obligation payment | $ 3,300 | |||||||||
Interest payable | $ 40 | |||||||||
Warrant exercise price | $ 15 | |||||||||
Warrants issued | 231,312 |