Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 01, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 1-41509 | ||
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. Ste 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 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | NXU | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 19.9 | ||
Documents Incorporated by Reference [Text Block] | Portions of our Definitive Proxy Statement for the 2024 Annual Meeting, expected to be filed within 120 days of our fiscal year end, are incorporated by reference into Part III of this Annual Report on Form 10-K | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 4054 | ||
Auditor Name | Prager Metis CPAs, LLC | ||
Auditor Location | Hackensack, NJ | ||
Common Class A [Member] | |||
Entity Common Stock, Shares Outstanding | 11,930,986 | ||
Common Class B [Member] | |||
Entity Common Stock, Shares Outstanding | 252,503 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 2,846 | $ 2,701 |
Prepaid expenses and other current assets | 999 | 868 |
Inventory | 98 | |
Notes receivable from related party | 250 | |
Total current assets | 4,095 | 3,667 |
Property and equipment, net | 3,865 | 2,441 |
Right-of-use assets | 1,507 | 798 |
Investment in Lynx | 3,000 | |
Intangible assets, net | 20 | 10 |
Other assets | 772 | 122 |
Total assets | 13,259 | 7,038 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 3,371 | 3,219 |
Variable share settled restricted stock units | 1,334 | |
Current portion of operating lease liability | 864 | 344 |
Other current liabilities | 40 | 680 |
Total current liabilities | 5,609 | 4,243 |
Lease liability, net of current portion | 688 | 558 |
Convertible debt and warrant liability, at fair value | 65 | 11,285 |
Other long-term liabilities | 233 | |
Total liabilities | 6,595 | 16,086 |
Stockholders' Equity (Deficit): | ||
Additional paid-in capital | 266,302 | 210,412 |
Accumulated deficit | (259,638) | (219,460) |
Total stockholders' equity (deficit) | 6,664 | (9,048) |
Total liabilities and stockholders' equity (deficit) | 13,259 | 7,038 |
Common Class A [Member] | ||
Stockholders' Equity (Deficit): | ||
Common stock par value | ||
Common Class B [Member] | ||
Stockholders' Equity (Deficit): | ||
Common stock par value | ||
Series A Preferred Stock [Member] | ||
Stockholders' Equity (Deficit): | ||
Preferred stock par value |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common Class A [Member] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 |
Common stock, shares issued | 2,563,288 | 65,093 |
Common stock, shares outstanding | 2,563,288 | 65,093 |
Common Class B [Member] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 243,503 | 0 |
Common stock, shares outstanding | 243,503 | 0 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 1,000 | 0 |
Preferred stock, shares outstanding | 1,000 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 496 | |
Cost of revenue | 1,015 | |
Depreciation | 14 | |
Total cost of revenue | 1,029 | |
Gross loss | (533) | |
Operating expenses: | ||
Stock-based compensation | 19,710 | 42,346 |
Research and development | 11,310 | 10,375 |
General and administrative | 15,529 | 11,626 |
Advertising | 319 | 5,297 |
Total operating expenses | 46,868 | 69,644 |
Operating loss | (47,401) | (69,644) |
Other income (expense): | ||
Interest expense | (73) | (7) |
Paycheck protection program forgiveness | 397 | |
Gain/(loss) on sale or disposal of property and equipment | 18 | (152) |
Warrant expense | (1,020) | |
Gain/(loss) on convertible debt and warrant liability | 8,265 | (2,285) |
Other income | 33 | 166 |
Total other income (expense), net | 7,223 | (1,881) |
Net loss | $ (40,178) | $ (71,525) |
Loss per share, basic | $ (72.16) | $ (1,347.65) |
Loss per share, diluted | $ (72.16) | $ (1,347.65) |
Weighted average number of common shares outstanding used in computing loss per share: | 556,826 | 53,074 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock Class A [Member] | Common Stock Class C [Member] | Common Stock Class B [Member] | Series A Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 151,737 | $ (147,935) | $ 3,802 | ||||
Beginning balance, Shares at Dec. 31, 2021 | 45,698 | 34 | 171,503 | ||||
Class A common stock issued for cash | 15,302 | 15,302 | |||||
Class A common stock issued for cash, Shares | 16,504 | ||||||
Class B common stock issued | |||||||
Class B common stock issued, Shares | 36,000 | ||||||
Stock-based compensation | 42,452 | 42,452 | |||||
Stock-based compensation, shares | 1,133 | ||||||
Shares issued for services and rent guarantees | 89 | 89 | |||||
Shares issued for services and rent guarantees, shares | 1,010 | 34 | |||||
Exchange of Class C to Class A common stock | 572 | 572 | |||||
Exchange of Class C to Class A common stock, shares | 500 | (68) | |||||
Exercise of stock options | 260 | 260 | |||||
Exercise of Stock Options, shares | 248 | ||||||
Net loss | (71,525) | (71,525) | |||||
Ending balance, value at Dec. 31, 2022 | 210,412 | (219,460) | (9,048) | ||||
Ending balance, Shares at Dec. 31, 2022 | 65,093 | 207,503 | |||||
Class A common stock issued for cash | 8,784 | 8,784 | |||||
Class A common stock issued for cash, Shares | 730,425 | ||||||
Class A common stock issued for cash under ATM | 3,277 | 3,277 | |||||
Class A common stock issued for cash under ATM, shares | 981,283 | ||||||
Shares adjustment after reverse stock split | |||||||
Shares adjustment after reverse stock split, shares | 10,002 | ||||||
Class B common stock issued | |||||||
Issuance of Series A Convertible Preferred Stock | 3,000 | 3,000 | |||||
Issuance of Series A Convertible Preferred Stock, shares | 1,000 | ||||||
Class B common stock issued, Shares | 36,000 | ||||||
Stock-based compensation | 18,844 | 18,844 | |||||
Stock-based compensation, shares | |||||||
Common stock issued under stock compensation plans | |||||||
Common stock issued under stock compensation plans, shares | 136,494 | ||||||
Shares issued for services | 106 | 106 | |||||
Shares issued for services, shares | 973 | ||||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes | (32) | (32) | |||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes, shares | (1,081) | ||||||
Exercise of warrants | 3,519 | 3,519 | |||||
Exercise of warrants, shares | 53,513 | ||||||
Warrant modification from liability to equity | 222 | 222 | |||||
Exercise of stock options | 547 | 547 | |||||
Exercise of Stock Options, shares | 520 | ||||||
Conversion of long term debt to equity | 17,623 | 17,623 | |||||
Conversion of long term debt to equity, shares | 359,399 | ||||||
Stock-based commitment fee | |||||||
Stock-based commitment fee, shares | 226,667 | ||||||
Net loss | (40,178) | (40,178) | |||||
Ending balance, value at Dec. 31, 2023 | $ 266,302 | $ (259,638) | $ 6,664 | ||||
Ending balance, Shares at Dec. 31, 2023 | 2,563,288 | 243,503 | 1,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (40,178) | $ (71,525) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 689 | 348 |
Employee stock-based compensation | 19,710 | 42,346 |
Non-employee stock-based compensation | 106 | 768 |
Non-cash warrant expense | 1,020 | |
Paycheck Protection Loan Program | (397) | |
Net change in operating lease assets and liabilities | (59) | (22) |
Loss on write-off of inventory | 896 | |
(Gain)/loss on the sale or disposal of property and equipment | (18) | 152 |
(Gain)/loss on fair value of convertible debt and warrant liability | (8,265) | 2,285 |
Changes in assets and liabilities: | ||
Prepaid expenses and other current assets | (130) | (578) |
Note receivable from related party | (250) | |
Inventory | (784) | (98) |
Other assets | (650) | 64 |
Accounts payable and accrued liabilities | 212 | 2,731 |
Other current liabilities | (523) | 476 |
Other long-term liabilities | 233 | |
Net cash used in operating activities | (27,991) | (23,450) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,217) | (1,787) |
Capitalized patent costs | (12) | |
Proceeds from the sale of property and equipment | 559 | 230 |
Net cash used in investing activities | (1,670) | (1,557) |
Cash flows from financing activities: | ||
Proceeds from public offering, net of equity offering costs | 21,209 | 15,302 |
Proceeds from ATM, net of offering costs | 3,277 | |
Proceeds from the issuance of convertible debt | 7,330 | 9,000 |
Payments on convertible debt | (2,367) | |
Payments on financing lease liability | (158) | |
Proceeds from the exercise of stock options | 547 | 260 |
Tax withholdings related to restricted stock units and awards | (32) | |
Net cash provided by financing activities | 29,806 | 24,562 |
Net decrease in cash | 145 | (445) |
Cash, beginning of period | 2,701 | 3,146 |
Cash, end of period | 2,846 | 2,701 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 1 | |
Cash paid for interest | 6 | 7 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Debt converted to equity | 18,063 | |
Issuance of Series A Convertible Preferred stock for investment in Lynx | 3,000 | |
Operating lease right-of-use asset obtained in exchange for operating lease liability | 1,263 | |
Capital expenditures included in accounts payable and other accrued liabilities | 204 | 232 |
Stock-based compensation expense capitalized to property and equipment | 490 | |
Incremental expense on Class C to Class A stock exchange | $ 572 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (40,178) | $ (71,525) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
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. After the Reorganization Merger, Atlis was reclassified from a corporation to a limited liability company and renamed Nxu Technologies, LLC. Nxu Technologies, LLC is a wholly owned operating company and the sole subsidiary of Nxu, Inc. References to "Nxu" or the "Company" shall collectively mean Nxu, Inc and its wholly owned subsidiary, Nxu Technologies, LLC. 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 12 – Stock-Based Compensation and Common Stock. Organization Nxu is a US-based technology company building megawatt (“MW”) charging stations and developing innovative battery cells and battery packs for use in advanced energy storage systems, and mobility products. The Company believes that widespread adoption of EVs by the commercial and industrial markets requires high performing battery and pack solutions that can effectively compete with legacy diesel-based products. Nxu designs, engineers, and plans to build proprietary 1 megawatt plus charging stations, lithium-ion (“Li-ion”) battery cells and packs, energy storage solutions and a suite of software and services designed to allow an easy transition from diesel to electric for our target segment. Basis of consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. 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. References to amounts in the consolidated financial statement sections are in thousands, except share and per share data, unless otherwise specified. Reverse Stock Split On December 26, 2023, the Company effected a 1-for-150 reverse stock split Correction of Immaterial Misclassification and Error Management identified an immaterial classification error related to research and development costs previously reported as general and administrative expense in the December 31, 2022 consolidated financial statements. The correction resulted in an increase to research and development costs of $ 0.8 Management identified an immaterial error in its previously reported stock-based compensation expense in the December 31, 2022 consolidated financial statements. Correction of the error resulted in an increase to stock-based compensation expense of $ 0.8 Going Concern The accompanying 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, 2023, the Company incurred a net loss of $ 40.2 28.0 2.8 259.6 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. As further discussed in Note 13 – Convertible Debt and Warrant Liability, in January 2023, the Company received the second tranche of funding related to its convertible debt agreement entered into on November 4, 2022 for net proceeds of $ 9.0 19.1 3.3 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements and Summary of Significant Accounting Policies | 2. Recent Accounting Pronouncements and Summary of Significant Accounting Policies 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 (“ASC”) 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. Cash and cash equivalents Cash and cash equivalents include cash on hand, money market funds, and credit and debit card transactions. The cash balance at financial institutions may exceed the FDIC insurance coverage limit. The Company considers all investments with an original maturity of three months or less and money market funds to be cash equivalents. 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 Company had $ 0.1 0 0.9 Deferred Costs Deferred costs are presented within prepaid expenses and other current assets in the Company’s consolidated balance sheets and represent legal, accounting, and other direct costs related to the Company’s efforts to raise capital through its ATM sales of common stock. Deferred costs are reclassified to additional paid-in-capital upon each sale as a reduction of proceeds on a pro rata basis over the total applicable availability under the ATM. Property, Equipment, and Software Property and equipment consists of charging station equipment, leasehold improvements, other tools and equipment, and vehicles, and is stated at cost, less accumulated depreciation and amortization. The Company capitalizes direct costs of materials and services consumed in developing internal-use software in accordance with ASC 350-40. The Company also capitalizes payroll and payroll-related costs for employees who are directly associated with and who devote time to the development of software products for internal use, to the extent of the time spent directly on the project. Capitalization of costs begins during the application development stage and ends when the software is available for general use. Capitalized costs for internal-use software are amortized on a straight-line basis over the useful lives once the software is ready for intended use and is included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. Costs incurred during the preliminary project and post-implementation stages are charged to expense as incurred. Depreciation begins when the asset is placed in service and is computed using the straight-line method over the lesser of the remaining lease term or the following estimated useful lives: Schedule of assets useful live Charging station equipment 5 Leasehold improvements 5 Tools and plant equipment 5 Office equipment 5 Vehicles 5 Software 3 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. 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 Intangible Assets The Company has issued patents for its developed technology. The Company amortizes its patents using the straight-line method over the estimated useful life of each patent of 10 Investment in Lynx Investment in Lynx represents the equity interest in the Company’s strategic partnership with Lynx Motor Corporation (“Lynx”). The Company accounts for its investment that represents less than 20% ownership, and for which the Company does not have the ability to exercise influence, using ASC 321 – Investments – Equity Securities Leases The Company adopted ASC 842, Leases (“ASC 842”), on January 1, 2022. 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 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. 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 had a contract liability of $ 0 0.5 Convertibles Notes and Warrant Liabilities The Company accounts for its Convertible Notes under ASC 815, Derivatives and Hedging 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 Common Stock Warrants are recorded in other income (expense), net in the consolidated statements of operations each period. The Common Stock Warrants are valued using a Monte Carlo simulation model, except for Series B Warrants, which are valued using the Black Scholes simulation model. Changes in fair value of the liability resulting from the cumulative changes in instrument-specific credit risk are presented in accumulated other comprehensive income. As of December 31, 2023, there were no changes in the liability related to credit risk. The Convertible Notes and the Common Stock Warrants are considered to be a Level 3 fair value measurements. Inherent in the pricing models used to value these instruments 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. Revenue Recognition The company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers Retail Charging Services The Company provides electricity for its customers through the use of its megawatt charging station equipment. The transaction price of the charging services is set forth in the customer contracts. The Company satisfies its performance obligation at the point in time in which electricity is delivered to the customer’s vehicle, of over the course of a month in the case of its subscription model. Revenue is recognized as the agreed upon purchase price, calculated as a dollar amount per kilowatt hour provided for point-in-time transactions, and a set monthly price for the subscription transactions. Battery Systems and Components The Company was contracted to provide certain battery systems and components to a customer. The transaction price of the contract was set forth in the customer contract and was allocated to the separate discrete performance obligations of the contract. The company satisfied certain performance obligations at the point in time in which it delivered components to the customer and the risks and rewards of the components passed to the customer. Cost of Revenue Cost of retail charging services revenue includes the energy usage fees, maintenance and repair expenses on charging equipment, and depreciation and amortization associated with the charging station equipment. Cost of battery systems and components sales include costs to acquire the components for sale to the customer and adjustments to reflect inventory at the lower of cost or net realizable value. Research and Development Expenses Research and development costs are primarily related to development of our charging units and battery systems and components. Research and development costs are charged to operations when incurred and are included in operating expenses on the consolidated statements of operations. In the years ended December 31, 2023 and 2022, the Company recorded $ 11.3 10.4 6.2 6.8 5.1 3.6 Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). The Company classifies stock-based awards granted in exchange for services as either equity awards or liability awards. The Company generally recognizes stock-based compensation on a straight-line basis over the award’s requisite service period, which is generally the vesting period of the award, less actual forfeitures. No compensation expense is recognized for awards for which participants do not render the requisite services. For equity and liability awards earned based on performance or upon occurrence of a contingent event, when and if the awards will be earned is estimated. If an award is not considered probable of being earned, no amount of stock-based compensation is recognized. If the award is deemed probable of being earned, related compensation expense is recorded over the estimated service period. To the extent the estimate of awards considered probable of being earned changes, the amount of stock-based compensation recognized will also change. See Note 12 – Stock-Based Compensation and Common Stock for additional information. 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. Advertising The Company advertises its business 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 years ended December 31, 2023 and 2022 were $ 0.3 5.3 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. 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 risk. 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, 2023, and 2022. 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, 2023, and 2022, due to the short maturities of such instruments. There were no transfers between Levels 1, 2 or 3 during the years ended December 31, 2023 or 2022. Adoption of 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. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue Prior to the year ended December 31, 2023, the Company was in a pre-revenue development stage. During the year ended December 31, 2023, the Company recognized the following in disaggregated revenue (in thousands): Schedule of disaggregated revenue Battery systems and components sales $ 494 Retail charging services 2 Total revenue $ 496 During the year ended December 31, 2023, the Company recognized revenue for the delivery of battery systems and components, resulting in approximately $ 0.5 The Company had previously recorded a contract liability in connection with the revenue not yet recognized for the performance obligations under the contract. As of December 31, 2023 and December 31, 2022, the Company had a remaining contract liability under the contract of $ 0 0.5 , respectively, which is presented within other current liabilities in the consolidated balance sheets. The Company does not have any other contracts with customers for delivery of battery systems and components. The Company also launched the NxuOne™, its first megawatt charging station, to deliver electricity to customer electric vehicles during the year ended December 31, 2023, and recognized a nominal amount of revenue. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
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 As of December 31, 2023 2022 Charging station equipment $ 649 $ — Leasehold improvements 151 261 Tools and plant equipment 2,715 2,354 Office equipment 318 114 Software 860 — Vehicles 70 70 Total property and equipment excluding construction in progress 4,763 2,799 Less: accumulated depreciation and amortization (898 ) (358 ) Property and equipment excluding construction in progress, net 3,865 2,441 Charging station equipment construction in progress — — Property and equipment, net $ 3,865 $ 2,441 Depreciation expense for the years ended December 31, 2023 and 2022 was $ 0.6 0.3 The Company capitalized internal use software costs of approximately $ 0.9 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 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 As of December 31, 2023 2022 Tax credit receivable $ 372 $ — Prepaid insurance 302 765 Prepaid rent 98 3 Deferred offering costs 102 — Other prepaid expenses 125 100 Total prepaid expenses and other current assets $ 999 $ 868 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | 6. Other Assets Other assets consist of the following (in thousands): Schedule of other assets As of December 31, 2023 2022 Security deposits $ 772 $ 101 Vendor deposits — 21 Total prepaid expenses and other current assets $ 772 $ 122 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 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 As of December 31, 2023 2022 Accounts payable $ 2,501 $ 1,523 Accrued compensation and benefits 153 234 Other accrued liabilities 717 1,462 Total accounts payable and accrued liabilities $ 3,371 $ 3,219 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
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 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 (in thousands): Schedule of deferred income tax assets As of December 31, 2023 2022 Deferred income tax assets: $ 60,537 $ 51,919 Valuation allowance (60,537 ) (51,919 ) Net total $ - $ - As of December 31, 2023, total net operating loss carryforwards total approximately $ 54.3 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 $ 10.0 million for the year ended December 31, 2023. The Company has increased its valuation allowance accordingly as the Company's ability to generate sufficient taxable income to utilize its net operating loss carry forwards is uncertain. The Company’s deferred tax balances primarily consist of its operating loss carryforwards and stock-based compensation. The reconciliation between the statutory rate and the effective tax rate is as follows: Schedule of effective income tax rate reconciliation As of December 31, 2023 2022 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, 2023 and 2022 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. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2023 | |
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 years ended December 31, 2023 and 2022, 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 following table presents the calculation of basic and diluted net loss per share during the years ended December 31, 2023 and 2022 (dollars in thousands, except per share data): Schedule of net loss per share Years Ended December 31, 2023 2022 Numerator: Net loss $ (40,178 ) $ (71,525 ) Denominator: Weighted-average shares of Class A common stock outstanding 556,826 53,074 Net loss per share, basic and diluted $ (72.16 ) $ (1,347.65 ) The Company had outstanding stock options and RSUs during the year ended December 31, 2023, as further discussed in Note 12 – Stock-Based Compensation and Common Stock. None of the options outstanding were potentially dilutive as the exercise prices were not in-the-money throughout the year. Weighted-average restricted stock units of approximately 0.5 Weighted-average warrants of approximately 0.1 Weighted-average as-converted convertible notes of approximately 0.2 On February 6, 2024, Lynx converted its Series A Convertible Preferred Stock into 1.0 For the year ended December 31, 2022, approximately 0.3 0.1 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 10 Leases As of December 31, 2023, the Company’s operating leases consist of an office space in Tempe, Arizona and warehouse space in Mesa, Arizona, which had initial terms of two 2 5 1.7 2.5 8.69% 3.25% The Company also had a finance lease for equipment to be used in research and development. The lease had a term of 18 months at 7% interest payable in monthly installments of $14 thousand. As of December 31, 2023, the finance lease has terminated. The following table provides information about the financial statement classification of our lease expenses reported within the consolidated statements of operations during the years ended December 31, 2023 and 2022 (in thousands): Schedule of lease expenses December 31, 2023 2022 Lease Expense Category: Classification Operating Lease Expense General and administrative expenses $ 654 $ 335 Finance lease expense: Amortization of leased assets General and administrative expenses 66 23 Interest on lease liabilities Interest expense 6 7 Total lease expense $ 726 $ 365 The Company’s aggregate lease maturities as of December 31, 2023, are as follows (in thousands): Schedule of lease maturities Year Operating Leases Finance Lease 2024 $ 968 $ 40 2025 716 — Total minimum lease payments 1,684 40 Less imputed interest (132 ) — Total operating lease liabilities $ 1,552 $ 40 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11 Commitments and Contingencies Registration Rights The holders of the convertible notes that were issued will have registration rights to require the Company to register the sale of their debt securities held by them pursuant to a registration rights agreement to be signed in conjunction with the convertible notes. Concurrently with the closing of the share exchange with Lynx, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with Lynx, pursuant to which the Company agreed to file a registration statement (a “Registration Statement”) with the SEC registering the resale of the Class A Common Stock issuable upon conversion of the Series A Preferred Stock within forty-five (45) days after the closing of the share exchange, and to cause any such Registration Statement to become effective as promptly as practicable after filing. 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 facilitate implementation services and access to the cloud-based software platform for a non-cancellable, 5 0.7 21 0.4 The Company is not currently subject to any other 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. |
Stock-Based Compensation and Co
Stock-Based Compensation and Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stock-Based Compensation and Common Stock | 12 Stock-Based Compensation and Common Stock Stock-Based Compensation A summary of stock-based compensation recognized during the years ended December 31, 2023 and 2022 is as follows (in thousands): Schedule of stock-based compensation For the Years Ended 2023 2022 Restricted stock units (classified as liabilities) $ 4,667 $ — Restricted stock units (classified as equity) 1,538 550 Stock options 13,995 41,796 Total stock-based compensation 20,200 42,346 Stock-based compensation capitalized to property and equipment (490 ) — Stock-based compensation, net of capitalized amount $ 19,710 $ 42,346 During the years ended December 31, 2023 and 2022, the Company capitalized $ 0.5 0 During preparation of the Company's consolidated financial statements for the year ended December 31, 2023, management identified an error in its previously reported stock-based compensation expense for the year ended December 31, 2022. The error resulted from the inadvertent omission of expense related to stock options granted to employees of the Company throughout 2022, the majority of which vested immediately. None of the omitted grants have been exercised. Stock-based compensation expense has been restated from amounts previously reported to include additional expense from the vesting of stock options of approximately $ 0.8 As of December 31, 2023, unrecognized stock-based compensation related to outstanding awards and the related weighted-average period over which it is expected to be recognized subsequent to December 31, 2023 is presented in the table below. Total unrecognized stock-based compensation will be adjusted for actual forfeitures. Schedule of unrecognized stock-based compensation will be adjusted for actual forfeitures Unrecognized Stock-based Remaining Weighted Average Stock options $ 4,031 0.9 Restricted stock units classified as equity awards 197 1.7 Restricted stock units classified as liability awards 8,259 1.3 Total unrecognized stock-based compensation $ 12,487 Stock Options The Company granted stock options during the year ended December 31, 2022. 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. The fair value of stock options at the grant date was determined using the following assumptions for the years ended December 31, 2022: Schedule of fair value of stock options at the grant date December 31, 2022 Expected average life (years) 7.0 Expected volatility 75.33% Risk-free interest rate 1.65% Expected dividend yield - The Company did not grant options during the year ended December 31, 2023. A summary of the Company’s outstanding stock options as of December 31, 2023 and 2022 and changes during the year is presented below: Schedule of stock options outstanding Shares Weighted Weighted Outstanding, December 31, 2021 304,443 $ 1,050.00 7.0 Granted 6,868 $ 1,158.23 6.8 Exercised (248 ) Forfeited (6,028 ) $ 1,050.00 7.0 Unissued shares converted to options 523 Outstanding, December 31, 2022 305,558 $ 1,050.00 7.0 Granted - Exercised (520 ) 7.0 Forfeited (4,941 ) $ 1,134.02 7.0 Outstanding, December 31, 2023 300,097 $ 1,054.35 7.0 Exercisable, December 31, 2023 263,570 $ 1,054.97 7.0 In 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 500 shares of Class A common stock for 66 shares of Class C common stock. The Company recorded general and administrative expenses of $ 0.6 Restricted Stock Units Employees, non-employee directors and consultants of the Company participate in the 2023 Omnibus Incentive Plan (the "Plan") and are granted Nxu stock-based awards, which include restricted stock units (“RSUs"). For the years ended December 31, 2023 and 2022, the Company granted RSUs classified as equity awards, which generally vest over a three year period. 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. Compensation cost for these 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. During the year ended December 31, 2023, the Company granted RSUs that vest over various periods, ranging from immediate to increments over a period of three years. The Company generally accounts for these RSUs as liability-classified awards; the awards are granted at a fixed dollar amount settled in a variable number of shares, and as such, the fair value approximates the fixed dollar amount at inception. As a result, the RSUs will be measured at fair value at the grant date and remeasured at the end of each reporting period until fully vested. On October 31, 2023, the Company’s Board of Directors approved an amendment to certain existing Executive grant agreements to delay the vesting of service-based liability-classified Executive RSU awards that would have vested between October and December 2023 to vest on January 31, 2024. As of the date of the amendment, the Company determined there was no incremental value of the awards in connection with the amendment. Additionally, as all Executives affected by the amendment were still employees as of December 31, 2023, the Company determined it was probable they would meet the service requirements and their awards would vest within the initial vesting period of the awards. Therefore, the Company recognized stock-based compensation expense at the fair value of the awards through the initial vesting dates. The amended awards will remain classified in liabilities in the consolidated balance sheets of the Company until they are settled in a variable number of shares. The Board of Directors subsequently approved additional amendments in January and March 2024 to further delay the vesting of the same RSUs, including vests between January and May, until June 30, 2024. A summary of the Company’s outstanding RSUs as of December 31, 2023 and 2022 and changes during the year is presented below: Schedule of stock options outstanding Shares Weighted Outstanding and unvested, December 31, 2021 8,965 $ 1,050.00 Granted 734 $ 1,050.00 Settled (8,526 ) $ 1,050.00 Forfeited (50 ) $ 1,050.00 Unvested shares converted to options (523 ) $ 1,050.00 Outstanding and unvested, December 31, 2022 600 $ 1,050.00 Granted 338,332 $ 9.72 Settled (319,144 ) $ 10.28 Forfeited (16,887 ) $ 0.50 Outstanding and unvested, December 31, 2023 2,901 $ 0.49 2023 Omnibus Incentive Plan On May 12, 2023, the Company adopted the 2023 Omnibus Incentive Plan. The purposes of the Plan are to a) encourage the 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 Organizational Structure As described in Note 1. Organization and Basis of Presentation, on May 12, 2023, the Company completed its Reorganization Merger to Nxu, Inc. 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 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 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 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 2023 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 0.2 The total number of shares of all classes of capital stock which the Company has authority to issue is 5.0 billion shares, consisting of (1) 5.0 billion authorized shares of common stock, including (a) 4.0 billion authorized shares of Class A Common Stock, (b) 1.0 billion authorized shares of Class B common stock and (2) 10.0 million authorized shares of preferred stock, par value $0.0001 per share. Reverse Stock Split On December 26, 2023, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to affect a reverse stock split (“the “Reverse Stock Split”) of the Class A Common Stock at a ratio of 1-for-150 (the “Reverse Stock Split Ratio”). The Reverse Stock Split was previously approved by the Company’s board of directors and a majority of the Company’s stockholders. The Reverse Stock Split became effective immediately after the close of trading on Nasdaq on December 26, 2023 (the “Effective Time”), and the Class A common stock began trading on Nasdaq on a split-adjusted basis at the opening of trading on December 27, 2023. Accordingly, each holder of our common stock received one share of common stock for every 150 shares such stockholder held immediately prior to the effectiveness of the Reverse Stock Split. In addition, equitable adjustments corresponding to the Reverse Stock Split Ratio were made to the number of shares of Class A Common Stock underlying the Company’s outstanding equity awards and the number of shares issuable under the Company's equity incentive plan. Equitable adjustments corresponding to the Reverse Stock Split Ratio were also made to issued and outstanding shares of the Company’s Class B common stock, and to the number of shares of Class A Common Stock underlying the Company’s outstanding warrants, as well as the applicable exercise price. Common Stock Offerings On February 21, 2023, the Company completed a public offering of 0.1 234.00 0.65 0.75 for more information regarding the Series A and Series B warrants. Proceeds from the offering, net of offering costs, were approximately $ 12.0 On August 11, 2023, the Company completed a public offering of 0.1 45.00 for more information regarding the August 2023 warrants. Proceeds from the offering, net of offering costs, were approximately $ 4.5 In September 2022, a stock purchase agreement between the Company and 3 6.0 and, as such, 0.2 Additionally, in connection with the share registration, approximately 2 thousand warrants were issuable to GEM Global. On October 2, 2023, the 0.2 On October 23, 2023, the Company completed a public offering of 0.6 5.25 2.6 In November 2023, the Company launched its ATM pursuant to its shelf registration on Form S-3 for sale from time to time of up to $75.0 million of Class A common stock. As of December 31, 2023, the Company has issued and sold approximately 1.0 million shares of its Class A common stock, resulting in $3.3 million of proceeds, net of commissions and offering costs. Series A Convertible Preferred Stock Share Exchange Agreement with Lynx Motor Corporation On December 27, 2023, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Lynx, pursuant to which Lynx sold to the Company, and the Company purchased from Lynx, a number of newly issued shares of Lynx representing 15% of the issued and outstanding equity interests in Lynx in exchange for 1,000 newly issued shares of series A convertible preferred stock, par value $0.0001 per share, of the Company (the “Series A Convertible Preferred Stock” or “Series A Convertible Preferred Shares”). Each Series A Convertible Preferred Share is convertible into 1,000 0.0001 3.00 On February 8, 2024, Lynx converted all the Series A Convertible Preferred Stock into 1.0 Concurrently with the Share Exchange Agreement, Lynx issued a non-interest bearing promissory note in the principal amount of $ 0.3 |
Convertible Debt and Warrant Li
Convertible Debt and Warrant Liability | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Debt And Warrant Liability | |
Convertible Debt and Warrant Liability | 13 Convertible Debt and Warrant Liability Convertible Notes On November 3, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (collectively, the “Investors”), pursuant to which the Company agreed to issue to the Investors Senior Secured Original Issue 10% Discount Convertible Promissory Notes (“Convertible Notes” or “Notes”) and common stock warrants to purchase a number of shares of the Company’s Class A common stock equal to 30% of the face value of the Notes divided by the volume weighted average price (“VWAP”), in three tranches. The Convertible Notes are convertible solely into Class A common stock of the Company at a conversion price of (a) $2,250 per share (“Fixed Conversion Price”) or (b) 92.5% of the average of the three lowest daily VWAP of the common stock during the ten-trading day period (“Variable Conversion Price”), whichever is lower. The Fixed Conversion Price includes a one-time reset at the 6-month anniversary of the Original Issuance Date (the “Reset Date”) to the lower of the conversion price (with the Variable Conversion Price determined as if the conversion notice was delivered on the Reset Date) and 130% of the daily VWAP of the common stock for the trading day immediately prior to the Reset Date. All Convertible Notes and related 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. Upon an event of default, the Convertible Notes earn interest at a rate of 10% per annum. First Tranche On November 3, 2022, the Company issued the first tranche of the Convertible Notes in the aggregate principal amount of $ 10.0 9.0 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 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 the Investors to purchase up to an aggregate of 3,587 Second Tranche On January 27, 2023, the Investors exercised their rights to purchase the allowable amounts under the Purchase Agreement Amendment and the Company issued the second tranche of the Convertible Notes in the aggregate principal amount of $ 10.0 6,281 9.0 The Company elected the fair value option to account for the Convertible Notes, as further discussed in Note 14 – Fair Value. As such, the Company recorded the Convertible Notes at fair value and subsequently remeasures them at fair value at each reporting date. Changes in fair value are recognized as a component of other income (expense), net in the consolidated statements of operations. Activity related to the Company’s Convertible Notes during the years ended December 31, 2023 and 2022 were as follows (in thousands): Schedule of convertible debt Years ended December 31, 2023 2022 Balance at the beginning of the year $ 10,911 $ — Convertible Debt issued during the period 7,330 7,034 Conversions (17,623 ) — Payments (2,367 ) — Change in fair value measurement 1,759 3,877 Convertible Notes Liability at the end of the year $ 10 $ 10,911 On April 11, 2023, the Company received a notice from Nasdaq indicating that the Company was 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% 1.4 0.08 Warrant Liability As discussed in previous sections of this Form 10-K, the Company has issued warrants in connection with various capital raises. The following tables summarize the Company’s warrants outstanding as of December 31, 2023 and 2022: Warrants Outstanding: Schedule of warrants outstanding First Purchase Second Series A Series B August 2023 GEM December 31, 2021 — — — — — — — Issued 1,543 — — — — — — Exercised — — — — — — — December 31, 2022 1,543 — — — — — — Issued — 3,587 6,281 36,114 41,670 222,223 2,270 Exercised — — — (36,114 ) (8,065 ) — — Modified (1) — — — — — (160,000 ) — December 31, 2023 1,543 3,587 6,281 — 33,605 62,223 2,270 (1) During the year ended December 31, 2023, the Company and certain Investors of the August 2023 Warrants agreed to amend the terms of the original warrant agreements to remove the feature that precludes the warrants from being considered indexed to the Company’s own stock. As a result, these modified warrants were measured at fair value and reclassified to equity. Schedule of warrant activity Common Stock Issue Date Reset Date Exercise Reset First Tranche 11/3/2022 5/3/2023 $ 2,250 $ 88.65 Purchase Agreement Amendment 1/5/2023 6/5/2023 $ 2,250 $ 87.38 Second Tranche 1/27/2023 7/30/2023 $ 2,250 $ 103.68 Series A 2/21/2023 No Reset $ 0 N/A Series B 2/21/2023 No Reset $ 234 (1) N/A August 2023 8/11/2023 No Reset $ 45 (2) N/A GEM Warrants 10/2/2023 No Reset $ 26.54 N/A (1) Excludes 4,800 of remaining warrants authorized to exercise for no consideration, as discussed below. (2) Excludes pre-funded warrants, as discussed below. 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 common stock warrants entitle the holder to purchase one share of the Company’s Class A common stock at the exercise price of a) $ 2,250 As discussed in Note 12 – Stock-based Compensation and Common Stock, in connection with the February 2023 Offering, the purchasing shareholders received Series A and Series B Warrants with each Class A common share issued. All Series A warrants were exercised following issuance for no consideration. The Series B Warrants were exercisable upon completion of the Reorganization Merger and will expire five years from the merger date. As discussed in Note 12 – Stock-based Compensation and Common Stock, i n connection with the August 2023 Offering, the purchasing shareholders received August 2023 Warrants with each Class A common share issued. The Company also issued pre-funded warrants (the “Pre-Funded Warrants”) which were immediately exercisable for one share of Class A common stock at an Exercise Price of $0.0001 and were fully exercised as of December 31, 2023. The August 2023 Warrants were immediately exercisable and expire three years from the date of issuance. As of December 31, 2023, 160,000 of the August 2023 Warrants were amended and reclassified as equity warrants. In connection with the August 2023 Offering, the Company amended existing Series B warrant agreements to authorize certain Investors to purchase 12,865 8,065 The majority of the First Tranche, Purchase Agreement Amendment tranche, Second Tranche, Series A, Series B, August 2023 Warrants, and GEM warrants (together, the “Liability Warrants”) contain a feature that precludes them from being considered indexed to the Company’s own stock and therefore are accounted for as liabilities in the Company’s consolidated balance sheets. The Company records the Liability Warrants at fair value and subsequently remeasures unexercised warrants to fair value at the reporting date, as further discussed in Note 14 – Fair Value. Activity related to the Company’s warrants during the years ended December 31, 2023 and 2022 were as follows (in thousands): Schedule of warrant liability Years Ended December 31, 2023 2022 Balance at the beginning of the year $ 374 $ — Liability Warrants issued during the period 13,446 1,966 Liability Warrants exercised during the period (3,519 ) — Liability Warrants modified to Equity Warrants (222 ) — Change in fair value measurement (10,024 ) (1,592 ) Warrant Liability at the end of the year $ 55 $ 374 |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 14 Fair Value The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 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 As of December 31, Level 2023 2022 Convertible Notes 3 $ 10 $ 10,911 Warrant liability 3 55 374 Convertible Notes and warrant Liability, at fair value $ 65 $ 11,285 Convertible Notes As of December 31, 2023, the Second Tranche of Convertible Notes was fully converted, and a nominal amount of the First Tranche was outstanding. Therefore, no fair value estimate was calculated on the Convertible Notes as of December 31, 2023. 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 December 31, 2023 and 2022 (in thousands): Schedule of fair value option As of December 31, 2023 2022 Convertible Notes fair value $ 10 $ 10,911 Convertible Notes, contractual principal outstanding 10 10,000 Fair value less unpaid principal balance $ — $ 911 The estimated fair value of the Convertible Notes as of December 31, 2022 was based on the following significant inputs: Schedule of fair value of the convertible notes December 31, First Tranche Risk-free interest rate 4.46 % Time to expiration (in years) 1.84 Expected volatility 85 % Dividend yield — Stock price $ 3.25 Original face value $ 10,000,000 Fixed conversion rate $ 15.00 Roll-forward discount rate 5.11 % Warrant Liability The following table provides quantitative information regarding Level 3 fair value measurements for Common Stock Warrants as of December 31, 2023 and 2022: Schedule of fair value measurements December 31, 2023 December 31, 2022 First Purchase Second Series B August GEM First Risk-free interest rate 3.84 % 3.84 % 3.84 % 3.91 % 3.84 % 3.84 % 4.46 % Time to expiration (in years) 3.84 4.01 4.01 4.14 2.61 1.66 1.84 Expected volatility 90 % 90 % 90 % 125 % 85 % 90 % 85 % Dividend yield — — — — — — — Stock price $ 2.3 $ 2.30 $ 2.30 $ 2.30 $ 2.30 $ 2.30 $ 3.25 Exercise price $ 88.65 $ 87.38 $ 103.68 $ 234.00 $ 45.00 $ 26.54 $ 15 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15 Subsequent Events At-The-Market (“ATM”) Offering Subsequent to December 31, 2023 , the Company issued and sold an additional 8.1 9.1 10.7 14.0 Lynx Corporation Preferred Share Conversion On January 29, 2024, the Company registered 1,000,000 0.0001 1,000 0.0001 On February 8, 2024, Lynx converted all the Series A Convertible Preferred Stock into 1.0 Stock-based Compensation Modification On February 23, 2024 (the “Exchange Date”), the Compensation Committee of the Board of Directors authorized a mandatory Exchange Program (the “RSU Exchange Program”) to provide for the cancellation and exchange of $ 0.4 Notice of Compliance from NASDAQ On February 13, 2024, the Nasdaq Stock Market (“Nasdaq”) confirmed that the Company has sufficiently demonstrated compliance with the bid price requirement in Nasdaq Listing Rule 5550(a)(2) (“Bid Price Rule”) and regained compliance with the equity requirement in Nasdaq Listing Rule 5550(b)(1) (“Equity Rule”) pursuant to the Nasdaq Hearing Panel (“Panel”) decision dated December 18, 2023. On February 14, 2024, the Nasdaq withdrew its January 9, 2024 letter that cited the Company’s apparent lack of a 2023 annual shareholder meeting, as required by Nasdaq Listing Rule 5815 (d)(4)(C) (“Annual Meeting Rule”), as an additional basis for delisting the Company’s securities from Nasdaq. Upon further review of the Company’s shareholder meeting held May 9, 2023, Nasdaq confirmed that the Company did in fact meet the requirements of the Annual Meeting Rule as of December 31, 2023. As a result, Nasdaq withdrew its January delisting letter and closed the matter. Nxu has fully regained compliance with all of Nasdaq’s continued listing requirements and has been removed from Nasdaq’s list of noncompliant companies. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the 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 (“ASC”) 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. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include cash on hand, money market funds, and credit and debit card transactions. The cash balance at financial institutions may exceed the FDIC insurance coverage limit. The Company considers all investments with an original maturity of three months or less and money market funds to be cash equivalents. |
Inventory | 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 Company had $ 0.1 0 0.9 |
Deferred Costs | Deferred Costs Deferred costs are presented within prepaid expenses and other current assets in the Company’s consolidated balance sheets and represent legal, accounting, and other direct costs related to the Company’s efforts to raise capital through its ATM sales of common stock. Deferred costs are reclassified to additional paid-in-capital upon each sale as a reduction of proceeds on a pro rata basis over the total applicable availability under the ATM. |
Property, Equipment, and Software | Property, Equipment, and Software Property and equipment consists of charging station equipment, leasehold improvements, other tools and equipment, and vehicles, and is stated at cost, less accumulated depreciation and amortization. The Company capitalizes direct costs of materials and services consumed in developing internal-use software in accordance with ASC 350-40. The Company also capitalizes payroll and payroll-related costs for employees who are directly associated with and who devote time to the development of software products for internal use, to the extent of the time spent directly on the project. Capitalization of costs begins during the application development stage and ends when the software is available for general use. Capitalized costs for internal-use software are amortized on a straight-line basis over the useful lives once the software is ready for intended use and is included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. Costs incurred during the preliminary project and post-implementation stages are charged to expense as incurred. Depreciation begins when the asset is placed in service and is computed using the straight-line method over the lesser of the remaining lease term or the following estimated useful lives: Schedule of assets useful live Charging station equipment 5 Leasehold improvements 5 Tools and plant equipment 5 Office equipment 5 Vehicles 5 Software 3 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. 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 |
Intangible Assets | Intangible Assets The Company has issued patents for its developed technology. The Company amortizes its patents using the straight-line method over the estimated useful life of each patent of 10 |
Investment in Lynx | Investment in Lynx Investment in Lynx represents the equity interest in the Company’s strategic partnership with Lynx Motor Corporation (“Lynx”). The Company accounts for its investment that represents less than 20% ownership, and for which the Company does not have the ability to exercise influence, using ASC 321 – Investments – Equity Securities |
Leases | Leases The Company adopted ASC 842, Leases (“ASC 842”), on January 1, 2022. 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 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. |
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 had a contract liability of $ 0 0.5 |
Convertibles Notes and Warrant Liabilities | Convertibles Notes and Warrant Liabilities The Company accounts for its Convertible Notes under ASC 815, Derivatives and Hedging 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 Common Stock Warrants are recorded in other income (expense), net in the consolidated statements of operations each period. The Common Stock Warrants are valued using a Monte Carlo simulation model, except for Series B Warrants, which are valued using the Black Scholes simulation model. Changes in fair value of the liability resulting from the cumulative changes in instrument-specific credit risk are presented in accumulated other comprehensive income. As of December 31, 2023, there were no changes in the liability related to credit risk. The Convertible Notes and the Common Stock Warrants are considered to be a Level 3 fair value measurements. Inherent in the pricing models used to value these instruments 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. |
Revenue Recognition | Revenue Recognition The company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers Retail Charging Services The Company provides electricity for its customers through the use of its megawatt charging station equipment. The transaction price of the charging services is set forth in the customer contracts. The Company satisfies its performance obligation at the point in time in which electricity is delivered to the customer’s vehicle, of over the course of a month in the case of its subscription model. Revenue is recognized as the agreed upon purchase price, calculated as a dollar amount per kilowatt hour provided for point-in-time transactions, and a set monthly price for the subscription transactions. Battery Systems and Components The Company was contracted to provide certain battery systems and components to a customer. The transaction price of the contract was set forth in the customer contract and was allocated to the separate discrete performance obligations of the contract. The company satisfied certain performance obligations at the point in time in which it delivered components to the customer and the risks and rewards of the components passed to the customer. |
Cost of Revenue | Cost of Revenue Cost of retail charging services revenue includes the energy usage fees, maintenance and repair expenses on charging equipment, and depreciation and amortization associated with the charging station equipment. Cost of battery systems and components sales include costs to acquire the components for sale to the customer and adjustments to reflect inventory at the lower of cost or net realizable value. |
Research and Development Expenses | Research and Development Expenses Research and development costs are primarily related to development of our charging units and battery systems and components. Research and development costs are charged to operations when incurred and are included in operating expenses on the consolidated statements of operations. In the years ended December 31, 2023 and 2022, the Company recorded $ 11.3 10.4 6.2 6.8 5.1 3.6 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). The Company classifies stock-based awards granted in exchange for services as either equity awards or liability awards. The Company generally recognizes stock-based compensation on a straight-line basis over the award’s requisite service period, which is generally the vesting period of the award, less actual forfeitures. No compensation expense is recognized for awards for which participants do not render the requisite services. For equity and liability awards earned based on performance or upon occurrence of a contingent event, when and if the awards will be earned is estimated. If an award is not considered probable of being earned, no amount of stock-based compensation is recognized. If the award is deemed probable of being earned, related compensation expense is recorded over the estimated service period. To the extent the estimate of awards considered probable of being earned changes, the amount of stock-based compensation recognized will also change. See Note 12 – Stock-Based Compensation and Common Stock for additional information. |
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. |
Advertising | Advertising The Company advertises its business 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 years ended December 31, 2023 and 2022 were $ 0.3 5.3 |
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. |
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 risk. 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, 2023, and 2022. 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, 2023, and 2022, due to the short maturities of such instruments. There were no transfers between Levels 1, 2 or 3 during the years ended December 31, 2023 or 2022. |
Adoption of Recent Accounting Pronouncements | Adoption of 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 Pronounceme_3
Recent Accounting Pronouncements and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of assets useful live | Schedule of assets useful live Charging station equipment 5 Leasehold improvements 5 Tools and plant equipment 5 Office equipment 5 Vehicles 5 Software 3 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenue | Schedule of disaggregated revenue Battery systems and components sales $ 494 Retail charging services 2 Total revenue $ 496 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment As of December 31, 2023 2022 Charging station equipment $ 649 $ — Leasehold improvements 151 261 Tools and plant equipment 2,715 2,354 Office equipment 318 114 Software 860 — Vehicles 70 70 Total property and equipment excluding construction in progress 4,763 2,799 Less: accumulated depreciation and amortization (898 ) (358 ) Property and equipment excluding construction in progress, net 3,865 2,441 Charging station equipment construction in progress — — Property and equipment, net $ 3,865 $ 2,441 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses and other current assets | Schedule of prepaid expenses and other current assets As of December 31, 2023 2022 Tax credit receivable $ 372 $ — Prepaid insurance 302 765 Prepaid rent 98 3 Deferred offering costs 102 — Other prepaid expenses 125 100 Total prepaid expenses and other current assets $ 999 $ 868 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other assets | Schedule of other assets As of December 31, 2023 2022 Security deposits $ 772 $ 101 Vendor deposits — 21 Total prepaid expenses and other current assets $ 772 $ 122 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | Schedule of accounts payable and accrued liabilities As of December 31, 2023 2022 Accounts payable $ 2,501 $ 1,523 Accrued compensation and benefits 153 234 Other accrued liabilities 717 1,462 Total accounts payable and accrued liabilities $ 3,371 $ 3,219 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred income tax assets | Schedule of deferred income tax assets As of December 31, 2023 2022 Deferred income tax assets: $ 60,537 $ 51,919 Valuation allowance (60,537 ) (51,919 ) Net total $ - $ - |
Schedule of effective income tax rate reconciliation | Schedule of effective income tax rate reconciliation As of December 31, 2023 2022 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 - % - % |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of net loss per share | Schedule of net loss per share Years Ended December 31, 2023 2022 Numerator: Net loss $ (40,178 ) $ (71,525 ) Denominator: Weighted-average shares of Class A common stock outstanding 556,826 53,074 Net loss per share, basic and diluted $ (72.16 ) $ (1,347.65 ) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of lease expenses | Schedule of lease expenses December 31, 2023 2022 Lease Expense Category: Classification Operating Lease Expense General and administrative expenses $ 654 $ 335 Finance lease expense: Amortization of leased assets General and administrative expenses 66 23 Interest on lease liabilities Interest expense 6 7 Total lease expense $ 726 $ 365 |
Schedule of lease maturities | Schedule of lease maturities Year Operating Leases Finance Lease 2024 $ 968 $ 40 2025 716 — Total minimum lease payments 1,684 40 Less imputed interest (132 ) — Total operating lease liabilities $ 1,552 $ 40 |
Stock-Based Compensation and _2
Stock-Based Compensation and Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of stock-based compensation | Schedule of stock-based compensation For the Years Ended 2023 2022 Restricted stock units (classified as liabilities) $ 4,667 $ — Restricted stock units (classified as equity) 1,538 550 Stock options 13,995 41,796 Total stock-based compensation 20,200 42,346 Stock-based compensation capitalized to property and equipment (490 ) — Stock-based compensation, net of capitalized amount $ 19,710 $ 42,346 |
Schedule of unrecognized stock-based compensation will be adjusted for actual forfeitures | Schedule of unrecognized stock-based compensation will be adjusted for actual forfeitures Unrecognized Stock-based Remaining Weighted Average Stock options $ 4,031 0.9 Restricted stock units classified as equity awards 197 1.7 Restricted stock units classified as liability awards 8,259 1.3 Total unrecognized stock-based compensation $ 12,487 |
Schedule of fair value of stock options at the grant date | Schedule of fair value of stock options at the grant date December 31, 2022 Expected average life (years) 7.0 Expected volatility 75.33% Risk-free interest rate 1.65% Expected dividend yield - |
Schedule of stock options outstanding | Schedule of stock options outstanding Shares Weighted Weighted Outstanding, December 31, 2021 304,443 $ 1,050.00 7.0 Granted 6,868 $ 1,158.23 6.8 Exercised (248 ) Forfeited (6,028 ) $ 1,050.00 7.0 Unissued shares converted to options 523 Outstanding, December 31, 2022 305,558 $ 1,050.00 7.0 Granted - Exercised (520 ) 7.0 Forfeited (4,941 ) $ 1,134.02 7.0 Outstanding, December 31, 2023 300,097 $ 1,054.35 7.0 Exercisable, December 31, 2023 263,570 $ 1,054.97 7.0 |
Schedule of stock options outstanding | Schedule of stock options outstanding Shares Weighted Outstanding and unvested, December 31, 2021 8,965 $ 1,050.00 Granted 734 $ 1,050.00 Settled (8,526 ) $ 1,050.00 Forfeited (50 ) $ 1,050.00 Unvested shares converted to options (523 ) $ 1,050.00 Outstanding and unvested, December 31, 2022 600 $ 1,050.00 Granted 338,332 $ 9.72 Settled (319,144 ) $ 10.28 Forfeited (16,887 ) $ 0.50 Outstanding and unvested, December 31, 2023 2,901 $ 0.49 |
Convertible Debt and Warrant _2
Convertible Debt and Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Debt And Warrant Liability | |
Schedule of convertible debt | Schedule of convertible debt Years ended December 31, 2023 2022 Balance at the beginning of the year $ 10,911 $ — Convertible Debt issued during the period 7,330 7,034 Conversions (17,623 ) — Payments (2,367 ) — Change in fair value measurement 1,759 3,877 Convertible Notes Liability at the end of the year $ 10 $ 10,911 |
Schedule of warrants outstanding | Schedule of warrants outstanding First Purchase Second Series A Series B August 2023 GEM December 31, 2021 — — — — — — — Issued 1,543 — — — — — — Exercised — — — — — — — December 31, 2022 1,543 — — — — — — Issued — 3,587 6,281 36,114 41,670 222,223 2,270 Exercised — — — (36,114 ) (8,065 ) — — Modified (1) — — — — — (160,000 ) — December 31, 2023 1,543 3,587 6,281 — 33,605 62,223 2,270 (1) During the year ended December 31, 2023, the Company and certain Investors of the August 2023 Warrants agreed to amend the terms of the original warrant agreements to remove the feature that precludes the warrants from being considered indexed to the Company’s own stock. As a result, these modified warrants were measured at fair value and reclassified to equity. |
Schedule of warrant activity | Schedule of warrant activity Common Stock Issue Date Reset Date Exercise Reset First Tranche 11/3/2022 5/3/2023 $ 2,250 $ 88.65 Purchase Agreement Amendment 1/5/2023 6/5/2023 $ 2,250 $ 87.38 Second Tranche 1/27/2023 7/30/2023 $ 2,250 $ 103.68 Series A 2/21/2023 No Reset $ 0 N/A Series B 2/21/2023 No Reset $ 234 (1) N/A August 2023 8/11/2023 No Reset $ 45 (2) N/A GEM Warrants 10/2/2023 No Reset $ 26.54 N/A (1) Excludes 4,800 of remaining warrants authorized to exercise for no consideration, as discussed below. (2) Excludes pre-funded warrants, as discussed below. |
Schedule of warrant liability | Schedule of warrant liability Years Ended December 31, 2023 2022 Balance at the beginning of the year $ 374 $ — Liability Warrants issued during the period 13,446 1,966 Liability Warrants exercised during the period (3,519 ) — Liability Warrants modified to Equity Warrants (222 ) — Change in fair value measurement (10,024 ) (1,592 ) Warrant Liability at the end of the year $ 55 $ 374 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value, liabilities measured on recurring basis | Schedule of fair value, liabilities measured on recurring basis As of December 31, Level 2023 2022 Convertible Notes 3 $ 10 $ 10,911 Warrant liability 3 55 374 Convertible Notes and warrant Liability, at fair value $ 65 $ 11,285 |
Schedule of fair value option | Schedule of fair value option As of December 31, 2023 2022 Convertible Notes fair value $ 10 $ 10,911 Convertible Notes, contractual principal outstanding 10 10,000 Fair value less unpaid principal balance $ — $ 911 |
Schedule of fair value of the convertible notes | Schedule of fair value of the convertible notes December 31, First Tranche Risk-free interest rate 4.46 % Time to expiration (in years) 1.84 Expected volatility 85 % Dividend yield — Stock price $ 3.25 Original face value $ 10,000,000 Fixed conversion rate $ 15.00 Roll-forward discount rate 5.11 % |
Schedule of fair value measurements | Schedule of fair value measurements December 31, 2023 December 31, 2022 First Purchase Second Series B August GEM First Risk-free interest rate 3.84 % 3.84 % 3.84 % 3.91 % 3.84 % 3.84 % 4.46 % Time to expiration (in years) 3.84 4.01 4.01 4.14 2.61 1.66 1.84 Expected volatility 90 % 90 % 90 % 125 % 85 % 90 % 85 % Dividend yield — — — — — — — Stock price $ 2.3 $ 2.30 $ 2.30 $ 2.30 $ 2.30 $ 2.30 $ 3.25 Exercise price $ 88.65 $ 87.38 $ 103.68 $ 234.00 $ 45.00 $ 26.54 $ 15 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 26, 2023 | Jan. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Reverse stock split | 1-for-150 reverse stock split | |||
Increase in research and development costs | $ 800 | |||
Increase in stock based compensation expense | 800 | |||
Net Loss | $ 40,200 | |||
Net cash flows used in operating activities | 28,000 | |||
Cash | 2,800 | |||
Accumulated deficit | 259,600 | |||
Proceeds from convertible debt | $ 9,000 | 7,330 | 9,000 | |
Proceeds from issuance of public offerings | 21,209 | $ 15,302 | ||
Proceeds from at-the-market equity offering | 3,300 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance of public offerings | $ 19,100 |
Recent Accounting Pronounceme_4
Recent Accounting Pronouncements and Summary of Significant Accounting Policies (Details) | Dec. 31, 2023 |
Charging Station Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Software Development [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Recent Accounting Pronounceme_5
Recent Accounting Pronouncements and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Sale value of inventory | $ 0 | |
Inventory writeoff | 900 | |
Impairment charges | 0 | $ 0 |
Contract liability | 0 | 500 |
Research and Development Expenses | 11,310 | 10,375 |
Advertising costs | 300 | 5,300 |
Research and Development Expense [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Research and Development Expenses | 11,300 | 10,400 |
Employee Compensation [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Research and Development Expenses | 6,200 | 6,800 |
Materials And Equipment Purchases [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Research and Development Expenses | $ 5,100 | 3,600 |
Patents [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Estimated useful life | 10 years | |
Customer [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Raw materials inventory | $ 100 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 496 | |
Battery Systems And Components Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 494 | |
Retail Charging Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 2 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Contract Liability | $ 0 | $ 500 |
Battery Systems And Components Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 500 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment , gross | $ 4,763 | $ 2,799 |
Less - Accumulated depreciation | (898) | (358) |
Property and equipment excluding construction in progress, net | 3,865 | 2,441 |
Charging station equipment construction in progress | ||
Property plant and equipment, net | 3,865 | 2,441 |
Charging Station Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment , gross | 649 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment , gross | 151 | 261 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment , gross | 2,715 | 2,354 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment , gross | 318 | 114 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment , gross | 860 | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment , gross | $ 70 | $ 70 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 0.6 | $ 0.3 |
Capitalized internal use software costs | $ 0.9 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Tax credit receivable | $ 372 | |
Prepaid insurance | 302 | 765 |
Prepaid rent | 98 | 3 |
Deferred offering costs | 102 | |
Other prepaid expenses | 125 | 100 |
Total prepaid expenses and other current assets | $ 999 | $ 868 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Security deposits | $ 772 | $ 101 |
Vendor deposits | 21 | |
Total prepaid expenses and other current assets | $ 772 | $ 122 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 2,501 | $ 1,523 |
Accrued compensation and benefits | 153 | 234 |
Other accrued liabilities | 717 | 1,462 |
Total accounts payable and accrued liabilities | $ 3,371 | $ 3,219 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Deferred income tax assets: | $ 60,537 | $ 51,919 |
Valuation allowance | (60,537) | (51,919) |
Net total |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2017 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
Operating loss carry forward | $ 54,300 | ||
Operating loss carryforward expiration date | 2037 | ||
Corporate tax rate | 21% | ||
Unrecognized uncertain tax positions | $ 0 | $ 0 |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (40,178) | $ (71,525) |
Weighted-average shares of Class A common stock outstanding basic | 556,826 | 53,074 |
Weighted-average shares of Class A common stock outstanding dilued | 556,826 | 53,074 |
Net loss per share, diluted | $ (72.16) | $ (1,347.65) |
Net loss per share, basic | $ (72.16) | $ (1,347.65) |
Net Loss per Share (Details Nar
Net Loss per Share (Details Narrative) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Feb. 06, 2024 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Weighted-average restricted stock units | 0.5 | ||
Weighted-average warrants | 0.1 | ||
Weighted-average as-converted convertible notes | 0.2 | ||
Restricted Stock Units (RSUs) [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Potentially dilutive securities | 0.3 | ||
Warrant [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Potentially dilutive securities | 0.1 | ||
Lynx [Member] | Common Class A [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Convertible Preferred Stock, SharesConversion | 1 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating Lease Expense | $ 654 | $ 335 |
Amortization of leased assets | 66 | 23 |
Interest on lease liabilities | 6 | 7 |
Total lease expense | $ 726 | $ 365 |
Leases (Details 1)
Leases (Details 1) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 968 |
2024 | 40 |
2025 | 716 |
2025 | |
Total minimum lease payments | 1,684 |
Total minimum lease payments | 40 |
Less imputed interest | (132) |
Less imputed interest | |
Total operating lease liabilities | 1,552 |
Total finance lease liabilities | $ 40 |
Leases (Details Narrative)
Leases (Details Narrative) | Dec. 31, 2023 | Dec. 31, 2022 |
Weighted average remaining lease | 1 year 8 months 12 days | 2 years 6 months |
Weighted average discount rate | 8.69% | 3.25% |
Office Building [Member] | ||
Operating leases terms | 2 years | |
Warehouse [Member] | ||
Operating leases terms | 5 years |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | ||
Term | 5 years | |
Termination fee | $ 700 | |
Legal liability payment Term | 21 months | |
Accounts payable and accrued liabilities | $ 3,371 | $ 3,219 |
Accounts Payable and Accrued Liabilities [Member] | ||
Loss Contingencies [Line Items] | ||
Accounts payable and accrued liabilities | $ 400 |
Stock-Based Compensation and _3
Stock-Based Compensation and Common Stock (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 20,200 | $ 42,346 |
Stock-based compensation capitalized to property and equipment | (490) | |
Stock-based compensation, net of capitalized amount | 19,710 | 42,346 |
Restricted Stock Units Classified As Liability [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 4,667 | |
Restricted Stock Units Classified As Equity [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 1,538 | 550 |
Equity Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 13,995 | $ 41,796 |
Stock-based Compensation and _4
Stock-based Compensation and Common Stock (Details 1) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Stock-based Compensation Related to Outstanding Awards | $ 12,487 |
Equity Option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Stock-based Compensation Related to Outstanding Awards | $ 4,031 |
Remaining Weighted Average Amortization Period | 10 months 24 days |
Restricted Stock Units Classified As Equity [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Stock-based Compensation Related to Outstanding Awards | $ 197 |
Remaining Weighted Average Amortization Period | 1 year 8 months 12 days |
Restricted Stock Units Classified As Liability [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Stock-based Compensation Related to Outstanding Awards | $ 8,259 |
Remaining Weighted Average Amortization Period | 1 year 3 months 18 days |
Stock-Based Compensation and _5
Stock-Based Compensation and Common Stock (Details 2) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Expected average life (years) | 7 years |
Expected volatility | 75.33% |
Risk-free interest rate | 1.65% |
Expected dividend yield | (0.00%) |
Stock-Based Compensation and _6
Stock-Based Compensation and Common Stock (Details 3) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares at beginning | 305,558 | 304,443 |
Weighted Average Grant Date Fair Value at beginning | $ 1,050 | $ 1,050 |
Weighted Average Contractual Term at beginning | 7 years | 7 years |
Granted | 6,868 | |
Weighted Average Grant Date Fair Value, Granted | $ 1,158.23 | |
Weighted Average Contractual Term, Granted | 6 years 9 months 18 days | |
Exercised | (520) | (248) |
Forfeited | (4,941) | (6,028) |
Weighted Average Grant Date Fair Value, Forfeited | $ 1,134.02 | $ 1,050 |
Weighted Average Contractual Term, Forfeited | 7 years | 7 years |
Unissued shares converted to options | 523 | |
Weighted Average Contractual Term, Exercised | 7 years | |
Shares at ending | 300,097 | 305,558 |
Weighted Average Grant Date Fair Value at ending | $ 1,054.35 | $ 1,050 |
Weighted Average Contractual Term at ending | 7 years | |
Exercisable | 263,570 | |
Weighted Average Grant Date Fair Value, Exercisable | $ 1,054.97 | |
Weighted Average Contractual Term, Exercisable | 7 years |
Stock-based Compensation and _7
Stock-based Compensation and Common Stock (Details 4) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares at beginning | 600 | 8,965 |
Weighted Average Grant Date Fair Value at beginning | $ 1,050 | $ 1,050 |
Granted | 338,332 | 734 |
Weighted Average Grant Date Fair Value, Granted | $ 9.72 | $ 1,050 |
Settled | (319,144) | (8,526) |
Weighted Average Grant Date Fair Value, Settled | $ 10.28 | $ 1,050 |
Forfeited | (16,887) | (50) |
Weighted Average Grant Date Fair Value, Forfeited | $ 0.50 | $ 1,050 |
Unvested shares converted to options | (523) | |
Weighted Average Grant Date Fair Value, Unvested shares converted to options | $ 1,050 | |
Shares at ending | 2,901 | 600 |
Weighted Average Grant Date Fair Value at ending | $ 0.49 | $ 1,050 |
Stock-Based Compensation and _8
Stock-Based Compensation and Common Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Feb. 08, 2024 | Aug. 11, 2023 | Dec. 27, 2023 | Oct. 23, 2023 | Sep. 27, 2023 | Feb. 21, 2023 | Sep. 27, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||||||
Stock-based compensation capitalized to property and equipment | $ 500 | $ 0 | |||||||
Stock-based compensation expense | 800 | ||||||||
General and administrative expenses | $ 15,529 | 11,626 | |||||||
Reserved and available for issuance | 350,000,000 | ||||||||
Common Stock available for new issuances | 250,000,000 | ||||||||
Common Stock relating to a portion of outstanding stock options and restricted stock | 100,000,000 | ||||||||
Proceeds from public offering | $ 8,784 | 15,302 | |||||||
Share Exchange Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Principal amount | $ 300 | ||||||||
Public Offering [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock | 100,000 | 600,000 | 100,000 | ||||||
Public offering price | $ 45 | $ 5.25 | $ 234 | ||||||
Proceeds from public offering | $ 4,500 | $ 2,600 | $ 12,000 | ||||||
Public Offering [Member] | Series A Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Public offering price | $ 0.65 | ||||||||
Public Offering [Member] | Series B Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Public offering price | $ 0.75 | ||||||||
Common Stock Class B [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from public offering | |||||||||
Common Stock Class B [Member] | Chief Executive Officer [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock | 200,000 | ||||||||
Common Class A [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Shares converted | 1,000 | ||||||||
Conversion price, par shares | $ 3 | ||||||||
Common Class B [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Series A Convertible Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares converted | 1,000,000 | ||||||||
Shareholder [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
General and administrative expenses | $ 600 | ||||||||
GEM Global [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Agreement term | 3 years | ||||||||
Sale of shares for payment of commitment fee | 200,000 | ||||||||
Additional number of warrants payable | 200,000 | ||||||||
GEM Global [Member] | Common Class A [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Commitment fee | $ 6,000 | ||||||||
Stock purchased agreeement description | On October 2, 2023, the 0.2 million shares of Class A common stock and 2 thousand common stock warrants were issued to GEM Global. |
Convertible Notes and Warrant L
Convertible Notes and Warrant Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Convertible Debt And Warrant Liability | ||
Balance at beginning | $ 10,911 | |
Convertible Debt issued during the period | 7,330 | 7,034 |
Conversions | (17,623) | |
Conversions | 17,623 | |
Payments | (2,367) | |
Change in fair value measurement | 1,759 | 3,877 |
Balance at end | $ 10 | $ 10,911 |
Convertible Notes and Warrant_2
Convertible Notes and Warrant Liability (Details 1) - Warrants Outstanding [Member] - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
August 2023 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Balance at beginning | |||
Issued | 222,223 | ||
Exercised | |||
Modified | [1] | (160,000) | |
Balance at end | 62,223 | ||
G E M Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Balance at beginning | |||
Issued | 2,270 | ||
Exercised | |||
Modified | [1] | ||
Balance at end | 2,270 | ||
Series A Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Balance at beginning | |||
Issued | 36,114 | ||
Exercised | (36,114) | ||
Modified | [1] | ||
Balance at end | |||
Series B Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Balance at beginning | |||
Issued | 41,670 | ||
Exercised | (8,065) | ||
Modified | [1] | ||
Balance at end | 33,605 | ||
Purchase Agreement [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Balance at beginning | |||
Issued | 3,587 | ||
Exercised | |||
Modified | [1] | ||
Balance at end | 3,587 | ||
First Tranche [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Balance at beginning | 1,543 | ||
Issued | 1,543 | ||
Exercised | |||
Modified | [1] | ||
Balance at end | 1,543 | 1,543 | |
Second Tranche [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Balance at beginning | |||
Issued | 6,281 | ||
Exercised | |||
Modified | [1] | ||
Balance at end | 6,281 | ||
[1]During the year ended December 31, 2023, the Company and certain Investors of the August 2023 Warrants agreed to amend the terms of the original warrant agreements to remove the feature that precludes the warrants from being considered indexed to the Company’s own stock. As a result, these modified warrants were measured at fair value and reclassified to equity. |
Convertible Notes and Warrant_3
Convertible Notes and Warrant Liability (Details 2) | 12 Months Ended | |
Dec. 31, 2023 $ / shares | ||
Common Stock Warrants [Member] | August 2023 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Issue Date | Aug. 11, 2023 | |
Exercise Price at Issuance | $ 45 | [1] |
Common Stock Warrants [Member] | G E M Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Issue Date | Oct. 02, 2023 | |
Exercise Price at Issuance | $ 26.54 | |
Common Stock Warrants [Member] | Purchase Agreement [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Issue Date | Jan. 05, 2023 | |
Reset Date | Jun. 05, 2023 | |
Exercise Price at Issuance | $ 2,250 | |
Reset Exercise Price | $ 87.38 | |
Common Stock Warrants [Member] | First Tranche [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Issue Date | Nov. 03, 2022 | |
Reset Date | May 03, 2023 | |
Exercise Price at Issuance | $ 2,250 | |
Reset Exercise Price | $ 88.65 | |
Common Stock Warrants [Member] | Second Tranche [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Issue Date | Jan. 27, 2023 | |
Reset Date | Jul. 30, 2023 | |
Exercise Price at Issuance | $ 2,250 | |
Reset Exercise Price | $ 103.68 | |
Series A Warrants [Member] | Common Stock Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Issue Date | Feb. 21, 2023 | |
Exercise Price at Issuance | $ 0 | |
Series B Warrants [Member] | Common Stock Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Issue Date | Feb. 21, 2023 | |
Exercise Price at Issuance | $ 234 | [2] |
[1]Excludes pre-funded warrants, as discussed below.[2]Excludes 4,800 of remaining warrants authorized to exercise for no consideration, as discussed below. |
Convertible Notes and Warrant_4
Convertible Notes and Warrant Liability (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Convertible Debt And Warrant Liability | ||
Balance at the beginning of the year | $ 374 | |
Liability Warrants issued during the period | 13,446 | 1,966 |
Liability Warrants exercised during the period | (3,519) | |
Liability Warrants modified to Equity Warrants | (222) | |
Change in fair value measurement | (10,024) | (1,592) |
Warrant Liability at the end of the year | $ 55 | $ 374 |
Convertible Debt and Warrant _3
Convertible Debt and Warrant Liability (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Apr. 11, 2023 | Jan. 05, 2023 | Nov. 03, 2022 | Jan. 31, 2023 | Jan. 27, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Proceeds from convertible debt | $ 9,000 | $ 7,330 | $ 9,000 | ||||
Convertible Notes [Member] | |||||||
Interest rate | 10% | ||||||
Obligation payment | $ 1,400 | ||||||
Accrued interest payable | $ 80 | ||||||
Common Class A [Member] | Purchase Agreement [Member] | |||||||
Warrants issued | 3,587 | ||||||
Warrant Liability [Member] | Class A Ordinary Shares [Member] | |||||||
Warrant exercise price | $ 2,250 | ||||||
Warrant Liability [Member] | Series B Warrants [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 8,065 | ||||||
Warrant Liability [Member] | Series B Warrants [Member] | August 2023 [Member] | |||||||
Warrants issued | 12,865 | ||||||
Warrant Liability [Member] | First Tranche [Member] | |||||||
Principal amount | $ 10,000 | ||||||
Proceeds from convertible debt | $ 9,000 | ||||||
Warrant Liability [Member] | Second Tranche [Member] | |||||||
Principal amount | $ 10,000 | ||||||
Warrants issued | 6,281 | ||||||
Net proceeds | $ 9,000 |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Convertible Notes | $ 10 | $ 10,911 | |
Warrant liability | 55 | 374 | |
Convertible debt and warrant liability, at fair value | 65 | 11,285 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Convertible Notes | 10 | 10,911 | |
Warrant liability | $ 55 | $ 374 |
Fair Value (Details 1)
Fair Value (Details 1) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Convertible Notes fair value | $ 10 | $ 10,911 |
Convertible Notes, contractual principal outstanding | 10 | 10,000 |
Fair value less unpaid principal balance | $ 911 |
Fair Value (Details 2)
Fair Value (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Original face value | $ 10,911 | $ 10 | |
Convertible Notes [Member] | First Tranche [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Stock price | $ 3.25 | ||
Original face value | $ 10,000,000 | ||
Fixed conversion rate | $ 15 | ||
Roll-forward discount rate | 5.11% | ||
Convertible Notes [Member] | First Tranche [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Convertible notes, measurement input | 4.46% | ||
Convertible Notes [Member] | First Tranche [Member] | Measurement Input, Maturity [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Time to expiration (in years) | 1 year 10 months 2 days | ||
Convertible Notes [Member] | First Tranche [Member] | Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Convertible notes, measurement input | 85% | ||
Convertible Notes [Member] | First Tranche [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Convertible notes, measurement input |
Fair Value (Details 3)
Fair Value (Details 3) - Common Stock Warrants [Member] | Dec. 31, 2023 | Dec. 31, 2022 |
Measurement Input, Risk Free Interest Rate [Member] | August 2023 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.0384 | |
Measurement Input, Risk Free Interest Rate [Member] | Series B Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.0391 | |
Measurement Input, Risk Free Interest Rate [Member] | Purchase Agreement [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.0384 | |
Measurement Input, Maturity [Member] | August 2023 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Time to expiration (in years) | 2 years 7 months 9 days | |
Measurement Input, Maturity [Member] | Series B Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Time to expiration (in years) | 4 years 1 month 20 days | |
Measurement Input, Maturity [Member] | Purchase Agreement [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Time to expiration (in years) | 4 years 3 days | |
Measurement Input, Price Volatility [Member] | August 2023 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.85 | |
Measurement Input, Price Volatility [Member] | Series B Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 1.25 | |
Measurement Input, Price Volatility [Member] | Tranche Two [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 90 | |
Measurement Input, Price Volatility [Member] | Purchase Agreement [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.90 | |
Measurement Input, Expected Dividend Rate [Member] | August 2023 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | ||
Measurement Input, Expected Dividend Rate [Member] | Series B Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | ||
Measurement Input, Expected Dividend Rate [Member] | Purchase Agreement [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | ||
Measurement Input, Share Price [Member] | August 2023 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 2.30 | |
Measurement Input, Share Price [Member] | Series B Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 2.30 | |
Measurement Input, Share Price [Member] | Purchase Agreement [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 2.30 | |
Measurement Input, Exercise Price [Member] | August 2023 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 45 | |
Measurement Input, Exercise Price [Member] | Series B Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 234 | |
Measurement Input, Exercise Price [Member] | Purchase Agreement [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 87.38 | |
Tranche One [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.0384 | 0.0446 |
Tranche One [Member] | Measurement Input, Maturity [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Time to expiration (in years) | 3 years 10 months 2 days | 1 year 10 months 2 days |
Tranche One [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.90 | 0.85 |
Tranche One [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | ||
Tranche One [Member] | Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 2.3 | 3.25 |
Tranche One [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 88.65 | 15 |
Tranche Two [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.0384 | |
Tranche Two [Member] | Measurement Input, Maturity [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Time to expiration (in years) | 4 years 3 days | |
Tranche Two [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | ||
Tranche Two [Member] | Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 2.30 | |
Tranche Two [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 103.68 | |
G E M Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.0384 | |
G E M Warrants [Member] | Measurement Input, Maturity [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Time to expiration (in years) | 1 year 7 months 28 days | |
G E M Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.90 | |
G E M Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | ||
G E M Warrants [Member] | Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 2.30 | |
G E M Warrants [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 26.54 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||
Apr. 01, 2024 | Feb. 08, 2024 | Jan. 29, 2024 | Dec. 27, 2023 | Feb. 23, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||||
Proceeds from the offering | $ 8,784 | $ 15,302 | |||||
Common Class A [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares issued | 2,563,288 | 65,093 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Number of shares converted | 1,000 | ||||||
Series A Convertible Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares converted | 1,000,000 | ||||||
Subsequent Event [Member] | R S U Exchange Program [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock-based compensation cancelled | $ 400 | ||||||
Subsequent Event [Member] | Lynx [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares converted | 1,000,000 | ||||||
Subsequent Event [Member] | A T M Offering [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued | 9,100,000 | ||||||
Proceeds from the offering | $ 14,000 | ||||||
Subsequent Event [Member] | Common Class A [Member] | A T M Offering [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued | 8,100,000 | ||||||
Proceeds from the offering | $ 10,700 | ||||||
Subsequent Event [Member] | Common Class A [Member] | Lynx [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares issued | 1,000,000 | ||||||
Common stock, par value | $ 0.0001 | ||||||
Subsequent Event [Member] | Series A Convertible Preferred Stock [Member] | Lynx [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Share purchased | 1,000,000 | ||||||
Purchase price per share | $ 0.0001 |